☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
No. 123 Kaifa Avenue Economic and Technical Development Zone, Guiyang Guizhou 550009 People’s Republic of China |
Wanbo Science and Technology Park, Fengxin Road Yuhuatai District, Nanjing Jiangsu 210012 People’s Republic of China |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
American Depositary Shares, each representing 20 Class A ordinary shares |
YMM |
New York Stock Exchange | ||
Class A ordinary shares, US$0.00001 par value per share* |
New York Stock Exchange |
* | Not for trading, but only in connection with the registration of American Depositary Shares representing such Class A ordinary shares pursuant to the requirements of the Securities and Exchange Commission. |
|
| |
Title of class |
Number of shares outstanding | |
Class A ordinary shares were outstanding as of December 31, 2021 |
18,606,582,728 | |
Class B ordinary shares were outstanding as of December 31, 2021 |
3,507,906,759 | |
|
| |
|
|
Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Emerging growth company ☒ |
U.S. GAAP ☒ | International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
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3 | ||||
3 | ||||
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126 | ||||
160 | ||||
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178 | ||||
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189 | ||||
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193 | ||||
193 |
• | “active shippers” are to the aggregate number of registered shipper accounts on the FTA platform that have posted at least one shipping order on the FTA platform during a given period; some shippers may use more than one account, and/or may share the same account with other shippers; |
• | “ADSs” are to American depositary shares, each of which represents 20 Class A ordinary shares |
• | “CAGR” are to compound annual growth rate; |
• | “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region; |
• | the “CIC Report” are to an industry report commissioned by us and prepared by China Insights Consultancy, or CIC, an independent market research firm, to provide information regarding our industry and our market position in China; |
• | “consolidated affiliates” are to the Group VIEs and their respective subsidiaries; |
• | “FTA platform” are to a digital, standardized and smart digital freight platform that connects shippers and truckers, currently providing services under the brands of Yunmanman Huochebang Shengsheng Huitouche |
• | “fulfilled orders” are to all shipping orders matched through the FTA platform during a given period but exclude (i) shipping orders that are subsequently canceled, and (ii) shipping orders for which platform users failed to specify any freight prices as there are substantial uncertainties as to whether the shipping orders are fulfilled; |
• | “Group” are to Full Truck Alliance Co. Ltd., the Group VIEs and their respective subsidiaries; |
• | “Group VIEs” are to the variable interest entities or VIEs that are 100% owned by PRC citizens and hold certain business operation licenses or approvals, and generally operate businesses in which foreign investment is restricted, and are consolidated into the Group’s consolidated financial statements in accordance with U.S. GAAP; |
• | “GTV” or “gross transaction value” are to the aggregate freight prices specified by platform users for all fulfilled orders on the FTA platform during the period without deducting any commission or service fee charged by us; we make downward adjustments to unreasonably high freight prices specified by users that are apparently due to clerical errors; |
• | “Hong Kong dollar(s)” or “HK dollar(s)” or “HK$” or “HKD” are to Hong Kong dollars, the lawful currency of Hong Kong; |
• | “ Huochebang Huochebang Huochebang Huochebang |
• | “ordinary shares” are to our Class A ordinary shares, US$0.00001 par value per share, and Class B ordinary shares, US$0.00001 par value per share; each Class A ordinary share is entitled to one vote; each Class B ordinary share is entitled to 30 votes; |
• | “quarterly fulfilled orders per average shipper MAU” are calculated by dividing (i) the number of fulfilled orders on the FTA platform for a quarter, by (ii) the average shipper MAUs in such quarter; |
• | “RMB” or “Renminbi” are to the legal currency of China; |
• | “road transportation industry” or “road transportation market” are to the market of transportation services for raw material, semi-finished goods and finished goods by trucks on roads; |
• | “shipper MAUs” are to the number of active shippers in a given month; “average shipper MAUs” in a given period are calculated by dividing (i) the sum of shipper MAUs for each month of such period, by (ii) the number of months in such period; |
• | “US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States; |
• | “we,” “us,” “our Company,” “our,” or “FTA” are to Full Truck Alliance Co. Ltd. and/or its subsidiaries, as the context requires; and |
• | “ Yunmanman Yunmanman Yunmanman Yunmanman |
• | our goal and strategies; |
• | our expansion plans; |
• | our future business development, financial condition and results of operations; |
• | expected changes in the Group’s revenues, costs or expenses; |
• | industry landscape of, and trends in, China’s road transportation market; |
• | competition in our industry; |
• | our expectations regarding demand for, and market acceptance of, the Group’s services; |
• | our expectations regarding the Group’s relationships with shippers, truckers and other ecosystem participants; |
• | our ability to protect our systems and infrastructures from cyber-attacks; |
• | PRC laws, regulations, and policies relating to the road transportation market; |
• | the results of regulatory review and the duration and impact of any regulatory action taken against us; |
• | the impact of COVID-19 pandemic, extreme weather conditions and production constraints brought by electricity rationing measures; and |
• | general economic and business conditions. |
• | exercise effective control over our Group VIEs and their subsidiaries; |
• | receive substantially all the economic benefits of our Group VIEs; and |
• | have an exclusive option to purchase all or part of the equity interests in all or part of the assets when and to the extent permitted by PRC law. |
(1) | Our PRC subsidiaries, Jiangsu Manyun Logistics Information Co., Ltd, or Jiangsu Manyun, and Full Truck Alliance Information Consulting Co., Ltd., or FTA Information, entered into contractual arrangements with the Group VIEs. Jiangsu Manyun and FTA Information are our wholly foreign owned entities, or WFOEs. Shanghai Xiwei and Beijing Yunmanman were Group VIEs from the beginning of the periods presented below to November 2021. Guiyang Huochebang was a Group VIE from the beginning of the periods presented below to March 2021. In March 2021, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. Shanghai Xiwei and Beijing Yunmanman ceased to be the Group VIEs and became indirectly wholly-owned subsidiaries of Manyun Software in November 2021. We acquired Shanghai Xiwei and Beijing Yunmanman from Manyun Software and they became indirectly wholly-owned subsidiaries of Jiangsu Manyun on January 1, 2022. Guizhou FTA ceased to be a Group VIE following the completion of the Reorganization on January 1, 2022. Manyun Software and Shan’en Technology are currently the Group VIEs. See “Item 4. Information on the Company—C. Organizational Structure.” |
For the Years Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Intercompany Cash Flow Data: |
| |||||||||||||||
Transfer from our Company to our subsidiaries |
52,702 | 724,248 | 2,103,259 | 330,047 | ||||||||||||
Transfer from our subsidiaries to the consolidated affiliates |
1,201,419 | 1,858,922 | 6,323,470 | 992,290 | ||||||||||||
Transfer from the consolidated affiliates to our subsidiaries |
917,727 | 2,031,374 | 4,637,600 | 727,741 |
For the Years Ended December 31, |
||||||||||||||||||||||||||||||||||||||||
2019 |
2020 |
|||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
|||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Freight Matching Services |
— |
1,769,756 |
— |
— |
1,769,756 |
— |
1,947,016 |
— |
— |
1,947,016 |
||||||||||||||||||||||||||||||
Freight brokerage |
— | 1,292,496 | — | — | 1,292,496 | — | 1,365,207 | — | — | 1,365,207 | ||||||||||||||||||||||||||||||
Freight listings |
— | 477,260 | — | — | 477,260 | — | 538,665 | — | — | 538,665 | ||||||||||||||||||||||||||||||
Transaction commission |
— | — | — | — | — | — | 43,144 | — | — | 43,144 | ||||||||||||||||||||||||||||||
Value-added services |
— |
701,953 |
134,022 |
(132,670 |
) |
703,305 |
— |
606,519 |
205,693 |
(178,408 |
) |
633,804 |
||||||||||||||||||||||||||||
Credit solutions |
— | 484,904 | — | — | 484,904 | — | 472,841 | — | — | 472,841 | ||||||||||||||||||||||||||||||
Other value-added services |
— | 217,049 | 134,022 | (132,670 | ) | 218,401 | — | 133,678 | 205,693 | (178,408 | ) | 160,963 | ||||||||||||||||||||||||||||
Net Revenues |
— |
2,471,709 |
134,022 |
(132,670 |
) |
2,473,061 |
— |
2,553,535 |
205,693 |
(178,408 |
) |
2,580,820 |
||||||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||||||||||
Cost of revenues |
— | (1,391,409 | ) | (5,964 | ) | 7,509 | (1,389,864 | ) | (7,842 | ) | (1,278,717 | ) | (39,557 | ) | 10,099 | (1,316,017 | ) | |||||||||||||||||||||||
Sales and marketing expenses |
— | (196,737 | ) | (206,380 | ) | — | (403,117 | ) | (94,640 | ) | (267,003 | ) | (125,525 | ) | 32,825 | (454,343 | ) | |||||||||||||||||||||||
General and administrative expenses |
(712,108 | ) | (364,093 | ) | (238,383 | ) | 125,161 | (1,189,423 | ) | (3,583,893 | ) | (293,715 | ) | (75,580 | ) | 14,623 | (3,938,565 | ) | ||||||||||||||||||||||
Research and development expenses |
— | (392,292 | ) | (4,400 | ) | — | (396,692 | ) | (42,680 | ) | (387,287 | ) | (103,126 | ) | 119,724 | (413,369 | ) | |||||||||||||||||||||||
Provision for loans receivable |
— | (127,790 | ) | — | — | (127,790 | ) | — | (91,688 | ) | (2,472 | ) | — | (94,160 | ) | |||||||||||||||||||||||||
Total operating expenses |
(712,108 |
) |
(2,472,321 |
) |
(455,127 |
) |
132,670 |
(3,506,886 |
) |
(3,729,055 |
) |
(2,318,410 |
) |
(346,260 |
) |
177,271 |
(6,216,454 |
) | ||||||||||||||||||||||
Other operating income |
— | 13,223 | — | — | 13,223 | — | 19,193 | 1,838 | — | 21,031 | ||||||||||||||||||||||||||||||
(Loss) income from operations |
(712,108 |
) |
12,611 |
(321,105 |
) |
— |
(1,020,602 |
) |
(3,729,055 |
) |
254,318 |
(138,729 |
) |
(1,137 |
) |
(3,614,603 |
) | |||||||||||||||||||||||
Other (expense) income |
||||||||||||||||||||||||||||||||||||||||
Interest income |
176,925 | 50,769 | 57,952 | (56,336 | ) | 229,310 | 93,897 | 56,880 | 92,347 | (33,292 | ) | 209,832 | ||||||||||||||||||||||||||||
Interest expenses |
— | (93,932 | ) | (2,400 | ) | 56,336 | (39,996 | ) | — | (43,488 | ) | (169 | ) | 35,290 | (8,367 | ) | ||||||||||||||||||||||||
Foreign exchange loss |
— | (4,125 | ) | (2 | ) | (283 | ) | (4,410 | ) | — | (7,383 | ) | (13,893 | ) | — | (21,276 | ) | |||||||||||||||||||||||
Investment income |
— | — | — | — | — | — | 3,321 | — | — | 3,321 | ||||||||||||||||||||||||||||||
Unrealized gains from fair value changes of trading securities and derivative assets |
— | — | — | — | — | — | 11,798 | 6,342 | — | 18,140 | ||||||||||||||||||||||||||||||
Other (expenses) income, net |
— | (9,757 | ) | 1,172 | — | (8,585 | ) | — | (7,356 | ) | 1,797 | — | (5,559 | ) |
For the Years Ended December 31, |
||||||||||||||||||||||||||||||||||||||||
2019 |
2020 |
|||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
|||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Impairment loss |
— | (697,590 | ) | (12,741 | ) | — | (710,331 | ) | — | (22,030 | ) | — | — | (22,030 | ) | |||||||||||||||||||||||||
Share of loss in equity method investees |
(1,444 | ) | (285 | ) | — | — | (1,729 | ) | (10,975 | ) | (79 | ) | — | — | (11,054 | ) | ||||||||||||||||||||||||
Total other income (loss) |
175,481 |
(754,920 |
) |
43,981 |
(283 |
) |
(535,741 |
) |
82,922 |
(8,337 |
) |
86,424 |
1,998 |
163,007 |
||||||||||||||||||||||||||
Net (loss) income before income tax |
(536,627 |
) |
(742,309 |
) |
(277,124 |
) |
(283 |
) |
(1,556,343 |
) |
(3,646,133 |
) |
245,981 |
(52,305 |
) |
861 |
(3,451,596 |
) | ||||||||||||||||||||||
Income tax benefits (expense) |
— | 12,477 | 2,199 | — | 14,676 | — | (22,032 | ) | (7,854 | ) | 10,550 | (19,336 | ) | |||||||||||||||||||||||||||
Equity in (loss) gains of subsidiaries, and consolidated affiliates |
(987,023 | ) | — | — | 987,023 | — | 175,661 | — | — | (175,661 | ) | — | ||||||||||||||||||||||||||||
Net (loss) income from continuing operations |
(1,523,650 |
) |
(729,832 |
) |
(274,925 |
) |
986,740 |
(1,541,667 |
) |
(3,470,472 |
) |
223,949 |
(60,159 |
) |
(164,250 |
) |
(3,470,932 |
) | ||||||||||||||||||||||
Net (loss) income from discontinued operations, net of tax |
— | (2 | ) | 18,012 | — | 18,010 | — | — | 452 | — | 452 | |||||||||||||||||||||||||||||
Net (loss) income |
(1,523,650 |
) |
(729,834 |
) |
(256,913 |
) |
986,740 |
(1,523,657 |
) |
(3,470,472 |
) |
223,949 |
(59,707 |
) |
(164,250 |
) |
(3,470,480 |
) | ||||||||||||||||||||||
Less: Net loss attributable to noncontrolling interest |
— | (7 | ) | — | — | (7 | ) | — | (8 | ) | — | — | (8 | ) | ||||||||||||||||||||||||||
Net (loss) income attributable to Full Truck Alliance Co. Ltd. |
(1,523,650 |
) |
(729,827 |
) |
(256,913 |
) |
986,740 |
(1,523,650 |
) |
(3,470,472 |
) |
223,957 |
(59,707 |
) |
(164,250 |
) |
(3,470,472 |
) | ||||||||||||||||||||||
Deemed Dividend |
— | — | — | — | — | (120,086 | ) | — | — | — | (120,086 | ) | ||||||||||||||||||||||||||||
Net (loss) income attributable to ordinary shareholders |
(1,523,650 |
) |
(729,827 |
) |
(256,913 |
) |
986,740 |
(1,523,650 |
) |
(3,590,558 |
) |
223,957 |
(59,707 |
) |
(164,250 |
) |
(3,590,558 |
) |
For the Year Ended December 31, 2021 |
||||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
||||||||||||||||||||||||||||||||||||
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Freight Matching Services |
— |
— |
3,946,882 |
619,352 |
— |
— |
— |
— |
3,946,882 |
619,352 |
||||||||||||||||||||||||||||||
Freight brokerage |
— | — | 2,497,779 | 391,956 | — | — | — | — | 2,497,779 | 391,956 | ||||||||||||||||||||||||||||||
Freight listings |
— | — | 753,031 | 118,167 | — | — | — | — | 753,031 | 118,167 | ||||||||||||||||||||||||||||||
Transaction commission |
— | — | 696,072 | 109,229 | — | — | — | — | 696,072 | 109,229 | ||||||||||||||||||||||||||||||
Value-added services |
— |
— |
1,141,867 |
179,184 |
1,056,488 |
165,786 |
(1,488,218 |
) |
(233,534 |
) |
710,137 |
111,436 |
||||||||||||||||||||||||||||
Credit solutions |
— | — | 517,776 | 81,251 | 2,310 | 362 | — | — | 520,086 | 81,613 | ||||||||||||||||||||||||||||||
Other value-added services |
— | — | 624,091 | 97,933 | 1,054,178 | 165,424 | (1,488,218 | ) | (233,534 | ) | 190,051 | 29,823 | ||||||||||||||||||||||||||||
Net Revenues |
— |
— |
5,088,749 |
798,536 |
1,056,488 |
165,786 |
(1,488,218 |
) |
(233,534 |
) |
4,657,019 |
730,788 |
||||||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||||||||||
Cost of revenues |
(3,740 | ) | (587 | ) | (2,949,238 | ) | (462,800 | ) | (39,434 | ) | (6,188 | ) | 452,414 | 70,994 | (2,539,998 | ) | (398,581 | ) | ||||||||||||||||||||||
Sales and marketing expenses |
(56,973 | ) | (8,940 | ) | (495,510 | ) | (77,756 | ) | (309,066 | ) | (48,500 | ) | 24,248 | 3,805 | (837,301 | ) | (131,391 | ) | ||||||||||||||||||||||
General and administrative expenses |
(3,849,809 | ) | (604,119 | ) | (821,435 | ) | (128,901 | ) | (150,883 | ) | (23,677 | ) | 550,975 | 86,460 | (4,271,152 | ) | (670,237 | ) | ||||||||||||||||||||||
Research and development expenses |
(48,777 | ) | (7,654 | ) | (829,404 | ) | (130,152 | ) | (304,249 | ) | (47,743 | ) | 452,762 | 71,048 | (729,668 | ) | (114,501 | ) | ||||||||||||||||||||||
Provision for loans receivable |
— | — | (31,780 | ) | (4,987 | ) | (65,878 | ) | (10,338 | ) | — | — | (97,658 | ) | (15,325 | ) | ||||||||||||||||||||||||
Total operating expenses |
(3,959,299 |
) |
(621,300 |
) |
(5,127,367 |
) |
(804,596 |
) |
(869,510 |
) |
(136,446 |
) |
1,480,399 |
232,307 |
(8,475,777 |
) |
(1,330,035 |
) | ||||||||||||||||||||||
Other operating income |
— | — | 16,905 | 2,653 | 5,910 | 927 | — | — | 22,815 | 3,580 | ||||||||||||||||||||||||||||||
(Loss) income from operations |
(3,959,299 |
) |
(621,300 |
) |
(21,713 |
) |
(3,407 |
) |
192,888 |
30,267 |
(7,819 |
) |
(1,227 |
) |
(3,795,943 |
) |
(595,667 |
) | ||||||||||||||||||||||
Other (expense) income |
||||||||||||||||||||||||||||||||||||||||
Interest income |
153,749 | 24,127 | 49,713 | 7,801 | 42,497 | 6,668 | (11,308 | ) | (1,774 | ) | 234,651 | 36,822 | ||||||||||||||||||||||||||||
Interest expenses |
— | — | (11,788 | ) | (1,850 | ) | (237 | ) | (37 | ) | 11,985 | 1,881 | (40 | ) | (6 | ) | ||||||||||||||||||||||||
Foreign exchange loss |
(2,917 | ) | (458 | ) | (661 | ) | (104 | ) | (11,890 | ) | (1,866 | ) | — | — | (15,468 | ) | (2,428 | ) | ||||||||||||||||||||||
Investment (loss) income |
(379 | ) | (59 | ) | 647 | 102 | 28,049 | 4,401 | — | — | 28,317 | 4,444 | ||||||||||||||||||||||||||||
Unrealized gains from fair value changes of trading securities and derivative assets |
18,333 | 2,877 | — | — | 5,634 | 884 | — | — | 23,967 | 3,761 | ||||||||||||||||||||||||||||||
Other income (expenses) income, net |
2,277 | 357 | 11,305 | 1,774 | (6,515 | ) | (1,022 | ) | — | — | 7,067 | 1,109 | ||||||||||||||||||||||||||||
Impairment loss |
(43,708 | ) | (6,859 | ) | (66,953 | ) | (10,506 | ) | (906 | ) | (142 | ) | — | — | (111,567 | ) | (17,507 | ) | ||||||||||||||||||||||
Share of loss in equity method investees |
(5,696 | ) | (894 | ) | (4,613 | ) | (724 | ) | (1,012 | ) | (159 | ) | — | — | (11,321 | ) | (1,777 | ) | ||||||||||||||||||||||
Total other income (loss) |
121,659 |
19,091 |
(22,350 |
) |
(3,507 |
) |
55,620 |
8,727 |
677 |
107 |
155,606 |
24,418 |
||||||||||||||||||||||||||||
Net (loss) income before income tax |
(3,837,640 |
) |
(602,209 |
) |
(44,063 |
) |
(6,914 |
) |
248,508 |
38,994 |
(7,142 |
) |
(1,120 |
) |
(3,640,337 |
) |
(571,249 |
) | ||||||||||||||||||||||
Income tax (expense) benefits |
(14,090 | ) | (2,211 | ) | (7,956 | ) | (1,248 | ) | 7,855 | 1,232 | — | — | (14,191 | ) | (2,227 | ) | ||||||||||||||||||||||||
Equity in gain (loss) of subsidiaries and consolidated affiliates |
197,282 | 30,957 | — | — | — | — | (197,282 | ) | (30,957 | ) | — | — | ||||||||||||||||||||||||||||
Net (loss) income from continuing operations |
(3,654,448 |
) |
(573,463 |
) |
(52,019 |
) |
(8,162 |
) |
256,363 |
40,226 |
(204,424 |
) |
(32,077 |
) |
(3,654,528 |
) |
(573,476 |
) | ||||||||||||||||||||||
Net income from discontinued operations, net of tax |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Net (loss) income |
(3,654,448 |
) |
(573,463 |
) |
(52,019 |
) |
(8,162 |
) |
256,363 |
40,226 |
(204,424 |
) |
(32,077 |
) |
(3,654,528 |
) |
(573,476 |
) | ||||||||||||||||||||||
Less: Net loss attributable to noncontrolling interest |
— | — | (80 | ) | (13 | ) | — | — | — | — | (80 | ) | (13 | ) | ||||||||||||||||||||||||||
Net (loss) income attributable to Full Truck Alliance Co. Ltd. |
(3,654,448 |
) |
(573,463 |
) |
(51,939 |
) |
(8,149 |
) |
256,363 |
40,226 |
(204,424 |
) |
(32,077 |
) |
(3,654,448 |
) |
(573,463 |
) | ||||||||||||||||||||||
Deemed Dividend |
(518,432 | ) | (81,353 | ) | — | — | — | — | — | — | (518,432 | ) | (81,353 | ) | ||||||||||||||||||||||||||
Net (loss) income attributable to ordinary shareholders |
(4,172,880 |
) |
(654,816 |
) |
(51,939 |
) |
(8,149 |
) |
256,363 |
40,226 |
(204,424 |
) |
(32,077 |
) |
(4,172,880 |
) |
(654,816 |
) |
As of December 31, |
||||||||||||||||||||||||||||||||||||||||
2019 |
2020 |
|||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
|||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents |
693,676 | 2,726,157 | 563,888 | — | 3,983,721 | 7,025,967 | 2,226,218 | 808,206 | — | 10,060,391 | ||||||||||||||||||||||||||||||
Restricted cash–current |
— | 95,922 | — | — | 95,922 | — | 84,076 | 2,201 | — | 86,277 | ||||||||||||||||||||||||||||||
Short-term investments |
4,358,361 | — | 1,953,336 | — | 6,311,697 | 6,270,302 | 238,000 | 2,222,893 | — | 8,731,195 | ||||||||||||||||||||||||||||||
Accounts receivable, net |
— | 25,204 | 539 | — | 25,743 | — | 33,751 | 978 | — | 34,729 | ||||||||||||||||||||||||||||||
Amounts due from related parties |
49,359 | 1,130 | — | — | 50,489 | — | — | — | — | — | ||||||||||||||||||||||||||||||
Loans receivable, net |
— | 1,478,742 | 9,353 | — | 1,488,095 | — | 1,312,283 | 1,674 | — | 1,313,957 | ||||||||||||||||||||||||||||||
Prepayments and other current assets |
36,488 | 418,884 | 90,316 | — | 545,688 | 13,762 | 421,371 | 21,669 | — | 456,802 | ||||||||||||||||||||||||||||||
Intercompany receivables |
— | 257,150 | 319,649 | (576,799 | ) | — | — | 92,413 | 250,069 | (342,482 | ) | — | ||||||||||||||||||||||||||||
Total current assets |
5,137,884 |
5,003,189 |
2,937,081 |
(576,799 |
) |
12,501,355 |
13,310,031 |
4,408,112 |
3,307,690 |
(342,482 |
) |
20,683,351 |
||||||||||||||||||||||||||||
Restricted cash–non-current |
— | — | — | — | — | — | 13,500 | — | — | 13,500 | ||||||||||||||||||||||||||||||
Property and equipment, net |
— | 49,031 | 2,327 | — | 51,358 | — | 36,922 | 2,062 | — | 38,984 | ||||||||||||||||||||||||||||||
Investment in and amount due from subsidiaries, and consolidated affiliates |
9,006,518 | — | — | (9,006,518 | ) | — | 9,675,404 | — | — | (9,675,404 | ) | — | ||||||||||||||||||||||||||||
Investments in equity investees |
533,647 | 396,706 | 54,906 | — | 985,259 | 522,672 | 297,628 | 54,905 | — | 875,205 | ||||||||||||||||||||||||||||||
Intangible assets, net |
— | 14,632 | 493,725 | — | 508,357 | — | 15,275 | 476,004 | — | 491,279 | ||||||||||||||||||||||||||||||
Goodwill |
— | — | 2,780,190 | — | 2,780,190 | — | — | 2,865,071 | — | 2,865,071 | ||||||||||||||||||||||||||||||
Deferred tax assets |
— | 17,009 | — | — | 17,009 | — | 18,966 | — | — | 18,966 | ||||||||||||||||||||||||||||||
Other non-current assets |
— | 114,875 | — | — | 114,875 | — | 147,000 | — | — | 147,000 | ||||||||||||||||||||||||||||||
Intercompany receivables |
— | — | 5,101,216 | (5,101,216 | ) | — | — | — | 5,692,605 | (5,692,605 | ) | — | ||||||||||||||||||||||||||||
Total non-current assets |
9,540,165 |
592,253 |
8,432,364 |
(14,107,734 |
) |
4,457,048 |
10,198,076 |
529,291 |
9,090,647 |
(15,368,009 |
) |
4,450,005 |
||||||||||||||||||||||||||||
Total assets |
14,678,049 |
5,595,442 |
11,369,445 |
(14,684,533 |
) |
16,958,403 |
23,508,107 |
4,937,403 |
12,398,337 |
(15,710,491 |
) |
25,133,356 |
||||||||||||||||||||||||||||
Short-term loans |
— | 500,000 | — | — | 500,000 | — | — | — | — | — |
As of December 31, |
||||||||||||||||||||||||||||||||||||||||
2019 |
2020 |
|||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
|||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Accounts payable |
— | 17,588 | 392 | — | 17,980 | — | 23,839 | — | — | 23,839 | ||||||||||||||||||||||||||||||
Amounts due to related parties |
96,465 | 15,000 | — | — | 111,465 | 172,779 | — | — | — | 172,779 | ||||||||||||||||||||||||||||||
Payable to investors of the consolidated trusts |
— | 420,100 | — | — | 420,100 | — | 31,400 | — | — | 31,400 | ||||||||||||||||||||||||||||||
Prepaid for freight listing fees and other service fees |
— | 198,898 | 62,848 | — | 261,746 | — | 319,156 | 768 | — | 319,924 | ||||||||||||||||||||||||||||||
Income tax payable |
— | 4,525 | 5,935 | — | 10,460 | — | 23,554 | 2,370 | — | 25,924 | ||||||||||||||||||||||||||||||
Other tax payable |
— | 439,690 | 745 | — | 440,435 | — | 446,610 | 229 | — | 446,839 | ||||||||||||||||||||||||||||||
Accrued expenses and other current liabilities |
28,316 | 461,782 | 29,088 | — | 519,186 | 283,524 | 620,828 | 37,290 | — | 941,642 | ||||||||||||||||||||||||||||||
Intercompany payables |
— | 314,317 | 2,039,967 | (2,354,284 | ) | — | — | 250,069 | 483,907 | (733,976 | ) | — | ||||||||||||||||||||||||||||
Total current liabilities |
124,781 |
2,371,900 |
2,138,975 |
(2,354,284 |
) |
2,281,372 |
456,303 |
1,715,456 |
524,564 |
(733,976 |
) |
1,962,347 |
||||||||||||||||||||||||||||
Deferred tax liabilities |
— | — | 123,333 | — | 123,333 | — | — | 118,783 | — | 118,783 | ||||||||||||||||||||||||||||||
Total non-current liabilities |
— |
— |
123,333 |
— |
123,333 |
— |
— |
118,783 |
— |
118,783 |
||||||||||||||||||||||||||||||
Total liabilities |
124,781 |
2,371,900 |
2,262,308 |
(2,354,284 |
) |
2,404,705 |
456,303 |
1,715,456 |
643,347 |
(733,976 |
) |
2,081,130 |
As of December 31, 2021 |
||||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
||||||||||||||||||||||||||||||||||||
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents |
1,032,540 | 162,028 | 2,948,946 | 462,754 | 302,805 | 47,517 | — | — | 4,284,291 | 672,299 | ||||||||||||||||||||||||||||||
Restricted cash–current |
— | — | 63,294 | 9,932 | 2,528 | 397 | — | — | 65,822 | 10,329 | ||||||||||||||||||||||||||||||
Short-term investments |
17,866,528 | 2,803,648 | 550,000 | 86,307 | 3,218,114 | 504,992 | — | — | 21,634,642 | 3,394,947 | ||||||||||||||||||||||||||||||
Accounts receivable, net |
— | — | 28,734 | 4,509 | 405 | 64 | — | — | 29,139 | 4,573 | ||||||||||||||||||||||||||||||
Amounts due from related parties |
— | — | 7,075 | 1,110 | — | — | — | — | 7,075 | 1,110 | ||||||||||||||||||||||||||||||
Loans receivable, net |
— | — | 1,774,038 | 278,386 | 3,629 | 569 | — | — | 1,777,667 | 278,955 | ||||||||||||||||||||||||||||||
Prepayments and other current assets |
113,595 | 17,826 | 849,323 | 133,276 | 136,689 | 21,448 | — | — | 1,099,607 | 172,550 | ||||||||||||||||||||||||||||||
Intercompany receivables |
— | — | 526,865 | 82,676 | 681,611 | 106,960 | (1,208,476 | ) | (189,636 | ) | — | — | ||||||||||||||||||||||||||||
Total current assets |
19,012,663 |
2,983,502 |
6,748,275 |
1,058,950 |
4,345,781 |
681,947 |
(1,208,476 |
) |
(189,636 |
) |
28,898,243 |
4,534,763 |
||||||||||||||||||||||||||||
Restricted cash–non-current |
— | — | 13,500 | 2,118 | — | — | — | — | 13,500 | 2,118 | ||||||||||||||||||||||||||||||
Property and equipment, net |
— | — | 100,931 | 15,838 | 1,227 | 193 | — | — | 102,158 | 16,031 | ||||||||||||||||||||||||||||||
Investment in and amount due from subsidiaries, and consolidated affiliates |
11,885,179 | 1,865,044 | — | — | — | — | (11,885,179 | ) | (1,865,044 | ) | — | — | ||||||||||||||||||||||||||||
Investments in equity investees |
1,007,361 | 158,077 | 670,110 | 105,155 | 880 | 138 | — | — | 1,678,351 | 263,370 | ||||||||||||||||||||||||||||||
Intangible assets, net |
— | — | 119,298 | 18,720 | 437,718 | 68,688 | — | — | 557,016 | 87,408 | ||||||||||||||||||||||||||||||
Goodwill |
— | — | 283,256 | 44,449 | 2,841,572 | 445,905 | — | — | 3,124,828 | 490,354 | ||||||||||||||||||||||||||||||
Deferred tax assets |
— | — | 20,492 | 3,216 | — | — | — | — | 20,492 | 3,216 | ||||||||||||||||||||||||||||||
Other non-current assets |
— | — | 3,836 | 602 | 11 | 2 | — | — | 3,847 | 604 | ||||||||||||||||||||||||||||||
Intercompany receivables |
— | — | — | — | 7,533,695 | 1,182,201 | (7,533,695 | ) | (1,182,201 | ) | — | — | ||||||||||||||||||||||||||||
Total non-current assets |
12,892,540 |
2,023,121 |
1,211,423 |
190,098 |
10,815,103 |
1,697,127 |
(19,418,874 |
) |
(3,047,245 |
) |
5,500,192 |
863,101 |
||||||||||||||||||||||||||||
Total assets |
31,905,203 |
5,006,623 |
7,959,698 |
1,249,048 |
15,160,884 |
2,379,074 |
(20,627,350 |
) |
(3,236,881 |
) |
34,398,435 |
5,397,864 |
||||||||||||||||||||||||||||
Short-term loans |
— | — | 9,000 | 1,412 | — | — | — | — | 9,000 | 1,412 | ||||||||||||||||||||||||||||||
Accounts payable |
42 | 7 | 29,077 | 4,563 | 262 | 41 | — | — | 29,381 | 4,611 | ||||||||||||||||||||||||||||||
Amounts due to related parties |
179,859 | 28,224 | — | — | — | — | — | — | 179,859 | 28,224 | ||||||||||||||||||||||||||||||
Payable to investors of the consolidated trusts |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Prepaid for freight listing fees and other service fees |
— | — | 383,153 | 60,125 | 83 | 13 | — | — | 383,236 | 60,138 | ||||||||||||||||||||||||||||||
Income tax payable |
9,084 | 1,425 | 21,573 | 3,386 | 881 | 138 | — | — | 31,538 | 4,949 | ||||||||||||||||||||||||||||||
Other tax payable |
250,008 | 39,232 | 566,479 | 88,893 | 78,105 | 12,256 | — | — | 894,592 | 140,381 | ||||||||||||||||||||||||||||||
Accrued expenses and other current liabilities |
10,765 | 1,690 | 1,045,484 | 164,059 | 149,930 | 23,527 | — | — | 1,206,179 | 189,276 | ||||||||||||||||||||||||||||||
Intercompany payables |
— | — | 681,525 | 106,946 | 859,272 | 134,839 | (1,540,797 | ) | (241,785 | ) | — | — | ||||||||||||||||||||||||||||
Total current liabilities |
449,758 |
70,578 |
2,736,291 |
429,384 |
1,088,533 |
170,814 |
(1,540,797 |
) |
(241,785 |
) |
2,733,785 |
428,991 |
||||||||||||||||||||||||||||
Deferred tax liabilities |
— | — | 26,415 | 4,145 | 109,349 | 17,159 | — | — | 135,764 | 21,304 | ||||||||||||||||||||||||||||||
Total non-current liabilities |
— | — | 26,415 |
4,145 |
109,349 |
17,159 |
— | — | 135,764 |
21,304 |
||||||||||||||||||||||||||||||
Total liabilities |
449,758 |
70,578 |
2,762,706 |
433,529 |
1,197,882 |
187,973 |
(1,540,797 |
) |
(241,785 |
) |
2,869,549 |
450,295 |
For the Years Ended December 31, |
||||||||||||||||||||||||||||||||||||||||
2019 |
2020 |
|||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
|||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Net cash (used in) provided by operating activities |
(50,031 | ) | (466,864 | ) | (367,969 | ) | (39,101 | ) | (923,965 | ) | (12,505 | ) | 551,586 | (195,362 | ) | 231,023 | 574,742 | |||||||||||||||||||||||
Net cash (used in) provided by investing activities |
(1,513,540 | ) | (122,872 | ) | (2,127,625 | ) | 372,838 | (3,391,199 | ) | (2,593,765 | ) | (72,390 | ) | (429,184 | ) | 404,444 | (2,690,895 | ) | ||||||||||||||||||||||
Net cash provided by (used in) financing activities |
1,287,535 | 686,725 | 52,702 | (333,737 | ) | 1,693,225 | 9,213,148 | (977,481 | ) | 724,248 | (635,467 | ) | 8,324,448 |
For the Year Ended December 31, 2021 |
||||||||||||||||||||||||||||||||||||||||
Parent |
Consolidated affiliates |
Subsidiaries |
Eliminating Entries |
Total |
||||||||||||||||||||||||||||||||||||
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
RMB |
US$ |
|||||||||||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||||||||||||||||||
Net cash (used in) provided by operating activities |
(187,969 | ) | (29,496 | ) | (286,501 | ) | (44,958 | ) | 263,051 | 41,278 | — | — | (211,419 | ) | (33,176 | ) | ||||||||||||||||||||||||
Net cash used in investing activities |
(14,562,068 | ) | (2,285,106 | ) | (815,721 | ) | (128,004 | ) | (2,864,575 | ) | (449,515 | ) | 3,843,391 | 603,112 | (14,398,973 | ) | (2,259,513 | ) | ||||||||||||||||||||||
Net cash provided by financing activities |
8,859,414 | 1,390,235 | 1,804,168 | 283,113 | 2,081,323 | 326,606 | (3,843,391 | ) | (603,112 | ) | 8,901,514 | 1,396,842 |
A. |
[Reserved] |
B. |
Capitalization and Indebtedness |
C. |
Reasons for the Offer and Use of Proceeds |
D. |
Risk Factors |
• | The Group’s historical financial and operating performance may not be indicative of its future prospects and results of operations due to the limited operating history of some of the Group’s business lines, evolving business model and changing market; |
• | The Group’s operations have grown substantially since inception. We may not be able to effectively manage the Group’s growth, control the Group’s expenses or implement the Group’s business strategies; |
• | The Group’s business may be affected by fluctuations in China’s road transportation market; |
• | If we are unable to attract or maintain a critical mass of shippers and truckers in a cost-effective manner, whether as a result of competition or other factors, the FTA platform will become less appealing to shippers and truckers, and the Group’s financial results would be adversely impacted; |
• | The Group is currently subject to cybersecurity review by regulatory authorities in China, which could materially and adversely affect its business, results of operations and financial condition; |
• | We may not succeed in continuing to maintain, protect and strengthen the Group’s brands, and any negative publicity about the Group, its business, its management, its ecosystem participants or the road transportation market in general, may materially and adversely affect the Group’s reputation, business, results of operations and growth; |
• | If the Group’s solutions and services do not achieve and maintain sufficient market acceptance or provide the expected benefits to ecosystem participants, its financial condition, results of operations and competitive position will be materially and adversely affected; |
• | If the Group’s users, other ecosystem participants or their employees engage in, or are subject to, criminal, violent, fraudulent, inappropriate or dangerous activities, the Group’s reputation, business, financial condition, and operating results may be adversely impacted; |
• | If we fail to effectively match truckers with shipments and optimize our pricing models, the Group’s business, financial condition and results of operations could be adversely affected; |
• | We cannot guarantee that our monetization strategies or the Group’s business initiatives will be successfully implemented or generate sustainable revenues and profit; |
• | The Group has incurred, and in the future may continue to incur, net losses; and |
• | We may be required to write down goodwill and other identifiable intangible assets. |
• | If the PRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations; |
• | Our contractual arrangements with the Group VIEs may result in adverse tax consequences to us; |
• | We rely on contractual arrangements with the Group VIEs and their shareholders to conduct a substantial part of the Group’s operations in China, which may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business; and |
• | The shareholders of the Group VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition. |
• | Changes in the political and economic policies of the PRC government may materially and adversely affect the Group’s business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies; |
• | There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations; |
• | The audit report included in this annual report filed with the SEC is prepared by an auditor who is not inspected by the PCAOB and, as such, our investors are deprived of the benefits of such inspection; |
• | Due to the enactment of the HFCA Act, we may not be able to maintain our listing on the NYSE; and |
• | You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on the United States or other foreign laws, against us, our directors, executive officers or the expert named in this annual report. Therefore, you may not be able to enjoy the protection of such laws in an effective manner. |
• | The trading price of our ADSs has been and is likely to continue to be volatile, which could result in substantial losses to holders of our ADSs; |
• | We may fail to meet our publicly announced guidance or other expectations about the Group’s business, which could cause our stock price to decline; |
• | If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about the Group’s business, the market price for our ADSs and their trading volume could decline; and |
• | Because we do not expect to pay cash dividends in the foreseeable future, you may not receive any return on your investment unless you sell your ADSs for a price greater than that which you paid for them. |
• | continue to maintain, protect and strengthen the Group’s brands and reputation; |
• | attract or maintain a critical mass of shippers and truckers; |
• | continue to provide superior experience to shippers and truckers; |
• | keep up with the technological developments and implementation of advanced technologies; |
• | effectively match truckers with shipments and optimize the related pricing models; |
• | capture monetization opportunities on the FTA platform; |
• | comply with complex and evolving laws and regulations; |
• | maintain and expand cooperative relationships or strategic partnerships with other ecosystem participants; |
• | improve the Group’s operational efficiency; |
• | attract, retain and motivate talented employees, particularly sales and marketing and research and development personnel to support the Group’s business growth; |
• | navigate economic conditions and fluctuations; |
• | implement the Group’s business strategies, including the offering of new services; and |
• | comply with evolving laws, rules, policies, guidelines and regulatory requirements and resolve legal actions and regulatory actions. |
• | a reduction in overall cargo volumes reduces the Group’s revenue and opportunities for growth; in addition, a decline in the volume of cargo shipped due to a downturn in shippers’ business cycles or other factors generally results in decreases in order pricing, as truckers compete for shipping orders to maintain truck productivity, which will affect the Group’s monetization opportunities; |
• | a number of truckers may go out of business and the Group may be unable to have sufficient truckers to meet shippers’ demand when the market recovers; and |
• | the Group may not be able to appropriately adjust its expenses to changing platform activities. In periods of rapid change, it is more difficult to match the Group’s staffing levels to its business needs. In addition, the Group has other expenses that are fixed for a period of time, and it may not be able to adequately adjust them in a period of rapid change in platform activities. |
• | maintain the quality and reliability of services offered on the FTA platform; |
• | maintain and develop relationships with shippers, truckers, and other ecosystem participants; |
• | provide prospective and existing shippers and truckers with superior experiences; |
• | effectively manage and resolve user complaints; and |
• | effectively protect personal information and privacy of, and any sensitive data received from shippers and truckers. |
• | our failure to predict market demand accurately and supply solutions and services that meet this demand in a timely fashion; |
• | ecosystem participants may not like, find useful or agree with the functions and features of the Group’s solutions and/or services, fees charged for the Group’s solutions and/or services, or any changes we make; |
• | our failure to properly price new solutions and services; |
• | negative publicity about the Group’s solutions and services or the FTA platform’s performance or effectiveness; |
• | the Group’s failure to satisfy the expectations of the quality or reliability of its solutions and/or services; |
• | views taken by regulatory authorities that the Group’s solutions and services or platform changes do not comply with PRC laws, rules or regulations applicable to us; and |
• | the introduction or anticipated introduction of competing solutions and services by our competitors, particularly in the intra-city and LTL segments. |
• | protecting the data in and hosted on the Group’s system, including against attacks on its system by external parties or misbehavior by its employees; |
• | addressing concerns related to privacy, security and other factors; and |
• | complying with applicable laws, rules and regulations relating to the processing and security of data that include personal information and data that may be deemed core data or material data, including any requests from regulatory and government authorities relating to such data. |
• | dissatisfaction with these online payment services or decreased use of their services by shippers, truckers and other ecosystem participants; |
• | increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services; |
• | changes to rules or practices applicable to payment systems that third-party online payment service providers reply on; |
• | breach of users’ personal information and concerns over the use and security of information collected from users; |
• | service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes; |
• | increasing costs to third-party online payment service providers, including fees charged by commercial banks processing transactions through online payment channels, which could in turn be passed on to us and increase the Group’s costs of revenues; and |
• | failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise. |
• | the Group’s ability to attract or maintain a critical mass of shippers and truckers; |
• | the levels of user engagement and transaction activities; |
• | the mix of solutions and services we offer; |
• | the amount and timing of incurrence of the Group’s operating cost and expenses and the maintenance and expansion of its business, operations and infrastructure; |
• | the Group’s focus on the long-term success and future growth, instead of near-term profit; |
• | the Group’s ability to execute its monetization strategies; |
• | network outages or security breaches; |
• | general economic, industry and market conditions; and |
• | changes in applicable laws and regulations, as well as our involvement in legal or regulatory actions. |
• | difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; |
• | inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits, including the inability to successfully further develop the acquired technology; |
• | difficulties in retaining, training, motivating and integrating key personnel; |
• | diversion of management’s time and resources from the Group’s normal daily operations and potential disruptions to its ongoing business; |
• | strain on the Group’s liquidity and capital resources; |
• | difficulties in executing intended business plans and achieving the intended objectives, benefits, revenue-enhancing opportunities or synergies from such strategic investments or acquisitions; |
• | difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization; |
• | difficulties in retaining relationships with existing business partners of the acquired business; |
• | risks of entering markets in which the Group has limited or no prior experience; |
• | regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; |
• | assumption of contractual obligations that contain terms that are not beneficial to the Group, require it to license or waive intellectual property rights or increase its risk for liability; |
• | liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities and litigations and other proceedings initiated in connection therewith; |
• | in the case of overseas acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries; and |
• | unexpected costs and unknown risks and liabilities associated with strategic in-vestments or acquisitions. |
• | these companies have limited operating histories in evolving industries and may have less predictable operating results; |
• | these companies may be privately owned and, as a result, limited public information is available and we may not learn all the material information regarding these businesses; |
• | these companies may be domiciled and operate in countries with particular economic, tax, political, legal, safety, regulatory and public health risks, including the extent of the impact of the COVID-19 pandemic on their businesses; |
• | these companies depend on the management talents and efforts of a small group of individuals, and, as a result, the death, disability, resignation, or termination of one or more of these individuals could have an adverse effect on the relevant company’s operations; and |
• | these companies will likely require substantial additional capital to support their operations and expansion and to maintain their competitive positions. Any of these risks could materially affect the value of our assets, which could have an adverse effect on the Group’s business, financial condition or results of operations. |
• | revoking the Group’s relevant business and operating licenses; |
• | imposing fines on us; |
• | confiscating any of the Group’s income that they deem to be obtained through illegal operations; |
• | shutting down the Group’s relevant services; |
• | discontinuing or restricting the Group’s operations in China; |
• | imposing conditions or requirements with which we may not be able to comply; |
• | requiring us to change our corporate structure and contractual arrangements; |
• | restricting or prohibiting our use of the proceeds from overseas offering to finance our PRC subsidiaries’ and the consolidated affiliates’ business and operations; and |
• | taking other regulatory or enforcement actions that could be harmful to the Group’s business. |
• | the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; |
• | any determinations with respect to mergers or other business combinations; |
• | our disposition of substantially all of our assets; and |
• | any change in control. |
• | regulatory developments affecting us or our industry; |
• | announcements of studies and reports relating to the quality of the Group’s service offerings or those of our competitors; |
• | changes in the economic performance or market valuations of other providers of similar services; |
• | actual or anticipated fluctuations in the Group’s quarterly results of operations and changes or revisions of its expected results; |
• | changes in financial estimates by securities research analysts; |
• | announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; |
• | additions to or departures of our senior management; |
• | fluctuations of exchange rates between the Renminbi and the U.S. dollar; |
• | release or expiry of lock-up or other transfer restrictions on our ordinary shares or ADSs; and |
• | sales or perceived potential sales of additional Class A ordinary shares or ADSs. |
• | any derivative action or proceeding brought on behalf of our Company, |
• | any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to our Company or our shareholders, |
• | any action asserting a claim under any provision of the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised), as amended, of the Cayman Islands, or Cayman Companies Act, or our Articles, including but not limited to any purchase or acquisition of shares, security or guarantee provided in consideration thereof, or |
• | any action asserting a claim against our Company which if brought in the United States would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the United States). |
• | we have instructed the depositary that we do not wish a discretionary proxy to be given; |
• | we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; |
• | a matter to be voted on at the meeting would materially and adversely affect the rights of shareholders; or |
• | the voting at the meeting is to be made on a show of hands. |
A. |
History and Development of the Company |
B. |
Business Overview |
• | Freight Listing Service Huochebang Yunmanman Yunmanman Huochebang non-paying shippers. |
• | Freight Brokerage Service. end-to-end |
• | Online Transaction Service |
transact through the FTA platform. Truckers are required to make payments for freight deposits to the FTA platform to secure a shipping order, which contributes to better service quality and higher fulfillment rates. In the third quarter of 2020, the Group began monetization of its online transaction service by collecting commissions from truckers on selected types of shipping orders originating from an initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing. The FTA platform’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such commissions. The Group started collecting commissions on selected types of shipping orders originating from certain other cities in the fourth quarter of 2020. In the three months ended December 31, 2021, the Group collected commissions in a total of 105 cities on shipping orders with GTV of RMB36.9 billion, representing 53.0% of the total nationwide GTV facilitated through the FTA platform in the same period. The Group’s total transaction commission revenue was RMB267.5 million in the three months ended December 31, 2021. We plan to roll out commissions in more cities in the future. |
• | Efficient Freight Matching . Shippers can post shipping orders in a standardized manner on their mobile phones anytime and anywhere, without having to go through intermediaries or travel to logistics parks. Shippers can get quotes from reliable truckers often within minutes rather than days and make informed decisions about their suitability based on truckers’ profiles and track records. Truckers can find shipments in minutes on mobile devices, without having to travel to and wait for days at logistics parks. They also save on the mileage and time of traveling long distance to and from logistics parks between shipments. |
• | Better Profitability . The FTA platform helps promote the financial wellbeing of millions of shippers and truckers. Shippers enjoy lower shipping costs and more transparent pricing as they can interface directly with truckers, cutting out layers of middlemen and the need to rent space at logistics parks. According to the CIC Report, a shipping transaction may involve multiple middlemen, and their fees typically accounted for a 10-15% of the freight fees paid by shippers in the past. Truckers can achieve higher income and utilization rates as less time and mileage is spent finding shipments. According to a trucker survey conducted by China Insights Consultancy in 2020, 63% of the respondents found an increase in their monthly shipping orders after using digital freight platforms. They can optimize their schedule and routes, leading to more visible incomes. With the transaction standards established by us, they also have higher certainty of freight fee collection and shorter receivable days. |
• | Smarter Operations . We enable shippers and truckers to operate in a smarter and more efficient manner. Shippers are supported by software that improves their operations such as transportation management systems as well as artificial intelligence, or AI, models that recommend suitable pricing for shipments. Truckers are supported by software and AI models that recommend suitable shipments and simplify their operations. |
• | Greater Assurance of Service Quality . The Group facilitates every part of the logistics transaction from end to end. Interactions and transactions are recorded on the FTA platform, improving accountability and providing a source of support for dispute resolution. The FTA platform can act as an escrow agent |
through which freight deposits are made to and held by the FTA platform until shippers confirm that the relevant transactions are completed, allowing shippers and truckers to transact with greater assurance. The Group provides round-the-clock, |
• | Access to Value-added Services . The Group provides a comprehensive range of value-added services to shippers and truckers, catering to their diverse and complex needs and addressing various pain points. It only collaborates with business partners that have a reliable track record to ensure the quality of value-added services offered to users. |
(1) | in the year ended December 31, 2021. |
(2) | as of December 31, 2021. |
(3) | in the three months ended December 31, 2021. |
(4) | Over 3.5 million truckers fulfilled shipping orders on the FTA platform in 2021, representing approximately 25% of China’s 14.3 million heavy-duty and medium-duty truckers in 2021 |
• | Dry Van Trucks 箱式卡车 ). Equipped with a steel compartment, a dry van truck offers aerodynamic and weather protection and is typically used to carry high value consumer products. |
• | Flatbed Trucks 平板卡车 ). A flatbed truck (including drop-deck truck) has a heavily reinforced steel platform with no roof or walls to the side. Flatbed trucks are typically used to move heavy cargo, such as steel plates and steel coils. |
• | Stake Body Trucks 高 栏 卡车 ). A stake body truck is a flatbed truck with stake sides. Stake body trucks are typically used to transport light cargo, such as cargo packed in cardboard boxes and consumer products. |
Truck Length |
Typical Route |
Maximum Cargo Weight | ||
4.2 meters |
short-to-medium-haul |
2.5 tons | ||
6.8 to 9.6 meters |
medium-to-long-haul |
8 to 19 tons | ||
13 to 17.5 meters |
long-haul | 25 to 33 tons |
• | Matching Algorithms . The Group’s matching algorithms are mainly used in two scenarios: search and recommendation of shipments. With respect to searches, relevant shipments are pulled based on a trucker’s searching criteria, such as routes and truck type. The matching algorithm predicts the trucker’s probability of accepting an order based on the correlation between the freight labels and the trucker labels. The search results are then ranked taking into account such probability. With respect to recommendations, the algorithm analyzes transaction records, current location and recent searches to determine truckers’ preferences such as freight types and routes. Truckers receive recommended shipping orders when the system identifies suitable freights located on or near truckers’ preferred routes. |
• | Pricing Algorithms . The Group’s machine learning-based pricing algorithms estimate freight prices, which are used by shippers as references in price negotiations. The pricing methodology depends on the availability of comparable historical transaction data. If a shipping order fits into a standardized category, the recommended price of such shipping order will be based on the average price of recent transactions within such category. If a shipping order does not fit into any standardized category, the system estimates the price using a machine learning model (clustering + lightGBM) that has been trained with a massive amount of historical transaction data. The Group’s clustering algorithms help create groups of observations that are similar to each other in terms of how the value of their features affects their prediction. LightGBM is a fast, distributed, high-performance gradient boosting framework based on decision tree algorithms, which is used for ranking, classification and many other machine learning tasks. LightGBM has the advantages of faster training speed, high-efficiency parallel training, better model accuracy and fast processing of massive data. By clustering data affecting pricing and applying such data to LightGBM model, the Group obtains more accurate results in price estimation. |
• | Environmentally Friendly |
• | Socially Responsible |
• | Quality Governance |
Function |
Number of employees |
% of total employees |
||||||
Customer services and operations |
1,062 | 15.0 | ||||||
Research and development |
1,688 | 23.8 | ||||||
General and administration |
550 | 7.7 | ||||||
Sales and marketing |
3,803 | 53.5 | ||||||
Total |
7,103 |
100.0 |
||||||
|
|
|
|
License/Permit |
Holder |
Grant Date |
Expiration Date | |||
Value-Added Telecommunication Business Operation License | Manyun Software | January 5, 2022 | January 5, 2027 | |||
Value-Added Telecommunication Business Operation License | Manyun Software | August 21, 2018 | August 21, 2023 | |||
Internet Culture Operating License | Manyun Software | November 27, 2019 | November 26, 2022 | |||
License for Production and Operation of Radio and TV Programs | Manyun Software | April 30, 2021 | April 30, 2023 | |||
Permit for Road Transport Business | Manyun Software | March 29, 2022 | December 31, 2023 | |||
Approval of the Establishment of Huochebang Microfinance | Guizhou Huochebang Microfinance Co., Ltd., or Huochebang Microfinance | July 13, 2016 | N/A | |||
Approval of the Operation of Huochebang Microfinance | Huochebang Microfinance | December 15, 2016 | N/A | |||
Permit for Insurance Brokerage Business | Shan’en Insurance | March 5, 2018 | March 4, 2024 | |||
Permit for Road Transport Business | Shan’en Technology | December 16, 2021 | December 15, 2024 | |||
Value-Added Telecommunication Business Operation License | Shan’en Technology | January 4, 2022 | December 19, 2026 | |||
Value-Added Telecommunication Business Operation License | Hainan Manyun Software Technology Co., Ltd, or Hainan Manyun | May 22, 2020 | May 22, 2025 | |||
Permit for Road Transport Business | Hainan Manyun | June 3, 2020 | June 2, 2024 |
C. |
Organizational Structure |
(1) | Besides FTA Information, FTA HK’s subsidiaries include two insignificant subsidiaries incorporated in the PRC that are wholly-owned by FTA HK and one insignificant subsidiary incorporated in the British Virgin Islands that is wholly-owned by FTA HK. |
(2) | Includes two insignificant subsidiaries that are wholly-owned by FTA. |
(3) | Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 70% and 30% equity interest, respectively, in Manyun Software. Manyun Software and its subsidiaries are primarily involved in operating the Yunmanman Shengsheng Huitouche |
(4) | Includes six insignificant subsidiaries that are wholly-owned by Jiangsu Manyun. |
(5) | Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 70% and 30% equity interest, respectively, in Shan’en Technology. Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang |
(6) | Includes four insignificant subsidiaries that are wholly-owned by Manyun Software and two insignificant subsidiaries that are majority-owned by Manyun Software. |
(7) | Previously, Guiyang Huochebang was a Group VIE of FTA Information. In March 2021, as directed by FTA Information, Guizhou FTA, a newly established entity, acquired 100% of equity interest in Guiyang Huochebang for a nominal price from the shareholders of Guiyang Huochebang, and FTA Information gained control over Guizhou FTA through a series of contractual arrangements with Guizhou FTA and its shareholders. As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. |
(8) | Includes 20 insignificant subsidiaries that are wholly-owned by Guiyang Huochebang. |
(9) | Include two insignificant subsidiaries that are wholly-owned by Chengdu Yunli. |
(1) | Our PRC subsidiaries, Jiangsu Manyun and FTA Information, entered into contractual arrangements with the Group VIEs, which are Manyun Software and Shan’en Technology, respectively. |
• | exercise effective control over our Group VIEs and their subsidiaries; |
• | receive substantially all the economic benefits of our Group VIEs; and |
• | have an exclusive option to purchase all or part of the equity interests in all or part of the assets when and to the extent permitted by PRC law. |
• | the ownership structures of Jiangsu Manyun, FTA Information, Manyun Software and Shan’en Technology in China do not violate any applicable PRC law, regulation, or rule currently in effect; and |
• | before the termination date of the contractual arrangements with respect to Beijing Yunmanman, Shanghai Xiwei, and Guizhou FTA, the ownership structures of Jiangsu Manyun, FTA Information, Beijing Yunmanman, Shanghai Xiwei and Guizhou FTA in China do not violate any applicable PRC law, regulation, or rule then in effect; |
• | the contractual arrangements with respect to Manyun Software and Shan’en Technology governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and do not violate any applicable PRC law, regulation, or rule currently in effect; and |
• | before the termination date of the contractual arrangements with respect to Beijing Yunmanman, Shanghai Xiwei, and Guizhou FTA, the contractual arrangements governed by PRC laws were valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations then in effect, and do not violate any applicable PRC law, regulation, or rule then in effect. |
D. |
Property, Plants and Equipment |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
A. |
Operating Results |
For the Three Months Ended |
||||||||||||||||||||||||||||||||||||||||||||||||
March 31, 2019 |
June 30, 2019 |
September 30, 2019 |
December 31, 2019 |
March 31, 2020 |
June 30, 2020 |
September 30, 2020 |
December 31, 2020 |
March 31, 2021 (2) |
June 30, 2021 |
September 30, 2021 |
December 31, 2021 |
|||||||||||||||||||||||||||||||||||||
Average shipper MAUs ( in millions |
0.41 | 0.56 | 0.72 | 0.88 | 0.73 | 1.09 | 1.22 | 1.31 | 1.22 | 1.53 | 1.61 | 1.57 | ||||||||||||||||||||||||||||||||||||
Fulfilled orders ( in millions |
N/A | (1) |
N/A | (1) |
10.0 | 11.5 | 8.2 | 19.2 | 19.8 | 24.6 | 22.1 | 36.0 | 35.3 | (3) |
34.8 | (3) | ||||||||||||||||||||||||||||||||
GTV ( RMB in billions |
N/A | (1) |
N/A | (1) |
27.7 | 33.3 | 24.7 | 46.9 | 45.2 | 56.9 | 51.5 | 74.0 | 67.3 | (3) |
69.5 |
(1) | GTV and number of fulfilled orders were not systematically collected from truckers and shippers prior to the third quarter of 2019 as we did not request truckers or shippers to provide such information. Therefore, GTV and fulfilled orders in the first and second quarters of 2019 are unavailable to us. The GTV and fulfilled orders of Shengsheng Huitouche Shengsheng Huitouche Shengsheng Huitouche |
(2) | Due to the Chinese New Year holiday season, the Group experienced a decrease in transaction activities on the FTA platform in the first quarter of 2021, compared to the fourth quarter of 2020. |
(3) | The number of fulfilled orders and GTV facilitated through the FTA platform decreased sequentially in the third quarter of 2021 from the second quarter of 2021 due to (i) inclement weather conditions and the COVID-19 outbreaks in certain parts of China in the third quarter of 2021, which had an adverse effect on road transportation industry in those regions and (ii) the suspension of new user registration due to the cybersecurity review since July 2021. In addition to regional COVID-19 outbreaks and the suspension of new user registration, the production constraints brought by electricity rationing measures also contributed to the sequential decrease in the number of fulfilled orders facilitated through the FTA platform in the fourth quarter of 2021 from the third quarter of 2021. |
For the Years Ended December 31, |
||||||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||||||
Revenues (1) |
| |||||||||||||||||||||||||||
Freight matching services |
1,769,756 |
71.6 |
1,947,016 |
75.5 |
3,946,882 |
619,352 |
84.7 |
|||||||||||||||||||||
Freight brokerage |
1,292,496 | 52.3 | 1,365,207 | 52.9 | 2,497,779 | 391,956 | 53.6 | |||||||||||||||||||||
Freight listings |
477,260 | 19.3 | 538,665 | 20.9 | 753,031 | 118,167 | 16.2 | |||||||||||||||||||||
Transaction commission |
— | — | 43,144 | 1.7 | 696,072 | 109,229 | 14.9 | |||||||||||||||||||||
Value-added services |
703,305 |
28.4 |
633,804 |
24.5 |
710,137 |
111,436 |
15.3 |
|||||||||||||||||||||
Credit solutions |
484,904 | 19.6 | 472,841 | 18.3 | 520,086 | 81,613 | 11.2 | |||||||||||||||||||||
Other value-added services |
218,401 | 8.8 | 160,963 | 6.2 | 190,051 | 29,823 | 4.1 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
2,473,061 |
100.0 |
2,580,820 |
100.0 |
4,657,019 |
730,788 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | The Group recognizes revenue without deducting the related VAT, as we determine that the Group is the primary obligor of the VAT in the PRC, and such VAT are included in the cost of revenues. RMB1,359 million, RMB1,434 million and RMB2,620 million (US$411 million) of the Group’s revenues were attributable to VAT in the years ended December 31, 2019, 2020 and 2021, respectively, which were primarily related to VAT charged for freight brokerage services. The gross amount of VAT included in the cost of revenues was RMB1,813.9 million, RMB1,832.6 million and RMB3,510.7 million (US$550.9 million) in the years ended December 31, 2019, 2020 and 2021, respectively, which was primarily related to VAT charged for freight brokerage services. |
Revenue Recognized in Income Statement |
Amount (RMB) |
Explanatory note | ||||
Shipping fee and platform service fee received from the shipper, including VAT of RMB89 assuming VAT rate of 9% |
1,068 | VAT is included in the transaction price with the shipper. | ||||
Less: shipping fee paid to the trucker |
(1,000 | ) | The shipping fee is agreed between the shipper and the trucker. | |||
Net revenue recognized |
68 | The difference between the amount the consolidated affiliates collect from the shippers and the amount they pay to the truckers is the FTA platform service fee. |
Cost of Revenue Recognized in Income Statement (1) |
Amount (RMB) |
Explanatory note | ||||
VAT payable to tax authorities and recorded in cost of revenue |
89 | |||||
Less: Government subsidies based on VAT |
(45 | ) | The consolidated affiliates receive VAT refunds from local government authorities, and the rate of refund may vary across jurisdictions and over time. | |||
Net VAT recognized in cost of revenues |
44 |
(1) | While there are other less significant tax costs associated with an actual freight brokerage transaction, only VAT and related refunds are included in the calculation above. |
For the Years Ended December 31, |
||||||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||||||
Cost of revenues |
| |||||||||||||||||||||||||||
VAT, related tax surcharges and other tax costs, net of tax refund from government authorities (1) |
1,140,318 | 46.1 | 1,099,661 | 42.6 | 2,257,721 | 354,286 | 48.5 | |||||||||||||||||||||
Payroll and related expenses for employees |
52,844 | 2.1 | 62,349 | 2.4 | 99,055 | 15,544 | 2.1 | |||||||||||||||||||||
Technology service fee |
36,416 | 1.5 | 37,461 | 1.5 | 115,815 | 18,174 | 2.5 | |||||||||||||||||||||
Commission fee paid to third-party payment platform |
71,118 | 2.9 | 59,127 | 2.3 | 35,892 | 5,632 | 0.8 | |||||||||||||||||||||
Funding costs related to credit solution services |
27,746 | 1.1 | 37,232 | 1.4 | 13,495 | 2,118 | 0.3 | |||||||||||||||||||||
Others |
61,422 | 2.5 | 20,187 | 0.8 | 18,020 | 2,827 | 0.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,389,864 |
56.2 |
1,316,017 |
51.0 |
2,539,998 |
398,581 |
54.5 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) | In the years ended December 31, 2019, 2020 and 2021, the gross amount of VAT was RMB1,813.9 million, RMB1,832.6 million and RMB3,510.7 million (US$550.9 million), respectively, of which RMB1,747.7 million, RMB1,763.4 million and RMB3,380.9 million (US$530.5 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB329.3 million, RMB305.9 million and RMB594.6 million (US$93.3 million), respectively, substantially all of which was related to freight brokerage service; the amount of tax refunds (including refunds on VAT and related tax surcharges) from government authorities was RMB1,002.9 million, RMB1,038.8 million and |
RMB1,847.6 million (US$289.9 million), respectively, substantially all of which was related to freight brokerage service. |
For the Years Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
General and administrative expenses |
455,634 | 3,341,145 | 3,728,421 | 585,071 | ||||||||||||
Sales and marketing expenses |
— | 94,640 | 56,975 | 8,941 | ||||||||||||
Research and development expenses |
— | 42,680 | 48,777 | 7,654 | ||||||||||||
Cost of revenues |
— | 7,842 | 3,740 | 587 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
455,634 |
3,486,307 |
3,837,913 |
602,253 |
||||||||||||
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
||||||||||||||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||||||||||
Net revenues |
2,473,061 |
100.0 |
2,580,820 |
100.0 |
4,657,019 |
730,788 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Cost of revenues (including VAT net of refund of VAT, of RMB953,200, RMB893,909 and RMB 1,950,935 for the years ended December 31, 2019, 2020 and 2021, respectively) |
(1,389,864 | ) | (56.2 | ) | (1,316,017 | ) | (51.0 | ) | (2,539,998 | ) | (398,581 | ) | (54.5 | ) | ||||||||||||||
Sales and marketing expenses |
(403,117 | ) | (16.3 | ) | (454,343 | ) | (17.6 | ) | (837,301 | ) | (131,391 | ) | (18.0 | ) | ||||||||||||||
General and administrative expenses |
(1,189,423 | ) | (48.1 | ) | (3,938,565 | ) | (152.6 | ) | (4,271,152 | ) | (670,237 | ) | (91.7 | ) | ||||||||||||||
Research and development expenses |
(396,692 | (16.0 | ) | (413,369 | ) | (16.0 | ) | (729,668 | ) | (114,501 | ) | (15.7 | ) | |||||||||||||||
Provision for loans receivables |
(127,790 | ) | (5.2 | ) | (94,160 | ) | (3.6 | ) | (97,658 | ) | (15,325 | ) | (2.1 | ) | ||||||||||||||
Total operating expenses |
(3,506,886 |
) |
(141.8 |
) |
(6,216,454 |
) |
(240.9 |
) |
(8,475,777 |
) |
(1,330,035 |
) |
(182.0 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other operating income |
13,223 | 0.5 | 21,031 | 0.8 | 22,815 | 3,580 | 0.5 | |||||||||||||||||||||
Loss from operations |
(1,020,602 |
) |
(41.3 |
) |
(3,614,603 |
) | (140.1 |
) |
(3,795,943 |
) |
(595,667 |
) |
(81.5 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Other (expense) income: |
| |||||||||||||||||||||||||||
Interest income |
229,310 | 9.3 | 209,832 | 8.1 | 234,651 | 36,822 | 5.0 | |||||||||||||||||||||
Interest expenses |
(39,996 | ) | (1.6 | ) | (8,367 | ) | (0.3 | ) | (40 | ) | (6 | ) | (0.0 | ) | ||||||||||||||
Foreign exchange loss |
(4,410 | ) | (0.2 | ) | (21,276 | ) | (0.8 | ) | (15,468 | ) | (2,428 | ) | (0.3 | ) | ||||||||||||||
Investment income |
— | — | 3,321 | 0.1 | 28,317 | 4,444 | 0.6 | |||||||||||||||||||||
Unrealized gains from fair value changes of trading securities and derivative assets |
— | — | 18,140 | 0.7 | 23,967 | 3,761 | 0.5 | |||||||||||||||||||||
Other (expenses) income, net |
(8,585 | ) | (0.3 | ) | (5,559 | ) | (0.2 | ) | 7,067 | 1,109 | 0.2 | |||||||||||||||||
Impairment loss |
(710,331 | ) | (28.7 | ) | (22,030 | ) | (0.9 | ) | (111,567 | ) | (17,507 | ) | (2.4 | ) | ||||||||||||||
Share of loss in equity method investees |
(1,729 | ) | (0.1 | ) | (11,054 | ) | (0.4 | ) | (11,321 | ) | (1,777 | ) | (0.2 | ) | ||||||||||||||
Total other (loss) income |
(535,741 |
) |
(21.7 |
) | 163,007 |
6.3 |
155,606 |
24,418 |
3.3 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss before income tax |
(1,556,343 |
) |
(62.9 |
) |
(3,451,596 |
) |
(133.7 |
) |
(3,640,337 |
) |
(571,249 |
) |
(78.2 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Income tax benefit (expense) |
14,676 | 0.6 | (19,336 | ) | (0.7 | ) | (14,191 | ) | (2,227 | ) | (0.3 | ) | ||||||||||||||||
Net loss from continuing operations |
(1,541,667 |
) |
(62.3 |
) |
(3,470,932 |
) |
(134.5 |
) |
(3,654,528 |
) |
(573,476 |
) |
(78.5 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net income from discontinued operations, net of tax |
18,010 | 0.7 | 452 | 0.0 | — | — | — | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss |
(1,523,657 |
) |
(61.6 |
) |
(3,470,480 |
) |
(134.5 |
) |
(3,654,528 |
) |
(573,476 |
) |
(78.5 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• | Revenue from freight brokerage service increased by 83.0% from RMB1,365.2 million in 2020 to RMB2,497.8 million (US$392.0 million) in 2021, primarily driven by significant growth in transaction volume, partially offset by a decrease in the Group’s average fee rate to attract more shippers to the Group’s service. |
• | Revenue from freight listing service increased by 39.8% from RMB538.7 million in 2020 to RMB753.0 million (US$118.2 million) in 2021, primarily attributable to an increase in total paying members resulting from increased shipper demand for the Group’s service as the Group’s business continued to expand. |
• | Revenue from transaction commission increased by 15 times from RMB43.1 million in 2020 to RMB RMB696.1 million (US$109.2 million) in 2021, primarily driven by an increase in commissioned GTV as the Group started to monetize its online transaction service in more cities. The Group started generating revenue from transaction commission by collecting commissions from truckers on selected types of shipping orders originating from an initial batch of three cities in the third quarter of 2020. This number grew significantly in 2021. In the fourth quarter of 2021, the Group collected commissions in a total of 105 cities on shipping orders with GTV of RMB36.9 billion, representing 85.0% of the total GTV originating from these 105 cities and 53.0% of the total nationwide GTV facilitated through the FTA platform in the same period. |
• | Revenues from credit solutions increased by 10.0% from RMB472.8 million in 2020 to RMB520.1 million (US$81.6 million) in 2021, primarily due to an increase in the amount of loans funded and facilitated by the Group to address market demand. |
• | Revenues from other value-added services increased by 18.1% from RMB161.0 million in 2020 to RMB190.1 million (US$29.8 million) in 2021, primarily due to an increase in revenues from ETC, energy and insurance brokerage services, driven by heightened user engagement, partially offset by a reduction in revenue of RMB40.0 million from other value-added services that was recorded as a result of the Group’s strategic user incentive plans offering various forms of incentives to the shippers and truckers using the FTA platform in connection with new business initiatives. |
For the Years Ended December 31, |
||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||
Sales and marketing expenses |
454,343 | 17.6 | 837,301 | 131,391 | 18.0 | |||||||||||||||
Share-based compensation expense included in sales and marketing expenses |
94,640 | 3.7 | 56,975 | 8,941 | 1.2 |
For the Years Ended December 31, |
||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||
General and administrative expenses |
3,938,565 | 152.6 | 4,271,152 | 670,237 | 91.7 | |||||||||||||||
Share-based compensation expense included in general and administrative expenses |
3,341,145 | 129.5 | 3,728,421 | 585,071 | 80.1 | |||||||||||||||
Compensation expense resulting from repurchase of ordinary shares and convertible redeemable preferred shares in excess of fair value included in general and administrative expenses |
234,113 | 9.1 | 78,478 | 12,315 | 1.7 |
For the Years Ended December 31, |
||||||||||||||||||||
2020 |
2021 |
|||||||||||||||||||
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||
(in thousands, except percentages) |
||||||||||||||||||||
Research and development expenses |
413,369 | 16.0 | 729,668 | 114,501 | 15.7 | |||||||||||||||
Share-based compensation expense included in research and development expenses |
42,680 | 1.7 | 48,777 | 7,654 | 1.0 |
• | Revenue from freight brokerage service increased by 5.6% from RMB1,292.5 million in 2019 to RMB1,365.2 million in 2020, primarily due to an increase in the Group’s average fee rate, partially offset by (i) a decrease in transaction activities involving the freight brokerage service, which was primarily due to the impact of the COVID-19 pandemic, and (ii) a decrease in market rate for road transportation due to lower fuel cost and toll fees, which resulted in lower average service fee for freight brokerage transactions. For further information, see “—Impact of COVID-19.” |
• | Revenue from freight listing service increased by 12.9% from RMB477.3 million in 2019 to RMB538.7 million in 2020, primarily attributable to an increase in total paying members as a result of the Group’s successful paying member acquisition efforts. The number of users with active paying memberships increased from 348 thousand as of December 31, 2019 to 507 thousand as of December 31, 2020. |
• | In 2020, the Group started monetizing online transaction service by collecting commissions from truckers on certain shipping orders. Transaction commission amounted to RMB43.1 million in 2020. |
• | Revenues from credit solutions decreased by 2.5% from RMB484.9 million in 2019 to RMB472.8 million in 2020, primarily due to a decrease in the amount of loans funded and facilitated by the Group’s, as the Group terminated certain cash loan products and implemented conservative credit policies to enhance the quality of loan portfolio in light of the impact of the COVID-19 pandemic on the credit market and in response to regulatory developments in the credit market. |
• | Revenues from other value-added services decreased by 26.3% from RMB218.4 million in 2019 to RMB161.0 million in 2020, primarily due to a decrease in revenues from ETC services. Because all highway tolls were waived in China from February to May 2020 in response to the COVID-19 outbreak and the industry shifted from ETC debit card to ETC credit card in response to regulatory change, fees from ETC account top-up service declined significantly in 2020, which resulted in the decrease in revenues from ETC services. |
For the Years Ended December 31, |
||||||||||||||||
2019 |
2020 |
|||||||||||||||
RMB |
% |
RMB |
% |
|||||||||||||
(in thousands, except percentages) |
||||||||||||||||
Sales and marketing expenses |
403,117 | 16.3 | 454,343 | 17.6 | ||||||||||||
Share-based compensation expense included in sales and marketing expenses |
— | — | 94,640 | 3.7 |
Years ended December 31, |
||||||||||||||||
2019 |
2020 |
|||||||||||||||
RMB |
% |
RMB |
% |
|||||||||||||
(in thousands, except percentages) |
||||||||||||||||
General and administrative expenses |
1,189,423 | 48.1 | 3,938,565 | 152.6 | ||||||||||||
Share-based compensation expense included general and administrative expenses |
455,635 | 18.4 | 3,341,145 | 129.5 | ||||||||||||
Compensation expense resulting from repurchase of ordinary shares in excess of fair value included in general and administrative expenses |
251,891 | 10.2 | 234,113 | 9.1 |
Years ended December 31, |
||||||||||||||||
2019 |
2020 |
|||||||||||||||
RMB |
% |
RMB |
% |
|||||||||||||
(in thousands, except percentages) |
||||||||||||||||
Research and development expenses |
396,692 | 16.0 | 413,369 | 16.0 | ||||||||||||
Share-based compensation expense included in research and development expenses |
— | — | 42,680 | 1.7 |
For the Years Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Loss from operations |
(1,020,602 |
) |
(3,614,603 |
) |
(3,795,943 |
) |
(595,667 |
) | ||||||||
Add: |
||||||||||||||||
Share-based compensation expense |
455,634 | 3,486,307 | 3,837,913 | 602,253 | ||||||||||||
Compensation expense resulting from repurchase of ordinary shares in excess of fair value |
251,891 | 234,113 | 78,478 | 12,315 | ||||||||||||
Amortization of intangible assets resulting from business acquisitions |
41,333 | 42,200 | 45,204 | 7,093 | ||||||||||||
Compensation cost incurred in relation to business acquisitions |
— | — | 43,153 | 6,772 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-GAAP adjusted operating (loss)/income |
(271,744 |
) |
148,017 |
208,805 |
32,766 |
|||||||||||
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Net Loss |
(1,523,657 |
) |
(3,470,480 |
) |
(3,654,528 |
) |
(573,476 |
) | ||||||||
Add: |
||||||||||||||||
Share-based compensation expense |
455,634 | 3,486,307 | 3,837,913 | 602,253 | ||||||||||||
Compensation expense resulting from repurchase of ordinary shares in excess of fair value |
251,891 | 234,113 | 78,478 | 12,315 | ||||||||||||
Amortization of intangible assets resulting from business acquisitions |
41,333 | 42,200 | 45,204 | 7,093 | ||||||||||||
Compensation cost incurred in relation to business acquisitions |
— | — | 43,153 | 6,772 | ||||||||||||
Impairment loss related to one-time write-off and provision for long-term investment |
710,331 | — | 111,567 | 17,507 | ||||||||||||
Tax effects of non-GAAP adjustments(1) |
(10,333 | ) | (10,550 | ) | (11,301 | ) | (1,773 | ) | ||||||||
Less |
||||||||||||||||
Net income from discontinued operations, net of tax |
18,010 | 452 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Non-GAAP adjusted net (loss)/income |
(92,811 |
) |
281,138 |
450,486 |
70,691 |
|||||||||||
|
|
|
|
|
|
|
|
(1) | Comprise tax effects relating to amortization of intangible assets resulting from business acquisitions. |
B. |
Liquidity and Capital Resources |
As of December 31, 2021 |
||||
(in thousands) |
||||
Cash located outside of the PRC |
||||
— in U.S. dollars |
US$171,195 | |||
— in HK dollars |
HK$2,042 (US$262) | (1) | ||
— in RMB |
RMB639 (US$100) | |||
Cash located in the PRC |
||||
— held by our subsidiaries in U.S. dollars |
US$10,044 | |||
— held by our subsidiaries in RMB |
RMB1,192,742 (US$187,167) | |||
— held by the Group VIEs and their subsidiaries in RMB |
RMB1,933,714 (US$303,442) |
(1) | The translations from HK dollars to U.S. dollars were made at a rate of HK$7.7996 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 30, 2021. |
For the Years Ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Summary Consolidated Cash Flow Data: |
| |||||||||||||||
Net cash (used in)/provided by operating activities |
(923,965 | ) | 574,742 | (211,419 | ) | (33,176 | ) | |||||||||
Net cash used in investing activities |
(3,391,199 | ) | (2,690,895 | ) | (14,398,973 | ) | (2,259,513 | ) | ||||||||
Net cash provided by financing activities |
1,693,225 | 8,324,448 | 8,901,514 | 1,396,842 | ||||||||||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
19,884 | (127,770 | ) | (87,677 | ) | (13,759 | ) |
Payment due by period |
||||||||||||||||||||||||
Total |
Less than 1 Year |
1 – 3 Years |
3 – 5 Years |
More than 5 Years |
||||||||||||||||||||
RMB |
US$ |
RMB |
||||||||||||||||||||||
(in thousands) |
||||||||||||||||||||||||
Operating lease commitments |
44,155 | 6,929 | 18,746 | 21,089 | 4,320 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
44,155 | 6,929 | 18,746 | 21,089 | 4,320 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
C. |
Research and Development |
D. |
Trend Information |
E. |
Critical Accounting Estimates |
For the Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
Expected volatility |
34.2%~35.9 | % | 35.9%~39.3 | % | 37.2%-38.1 |
% | ||||||
Risk-free interest rate (per annum) |
1.67%~2.46 | % | 0.30%~1.04 | % | 1.00%~1.96 | % | ||||||
Exercise multiples |
2.80 | 2.80 | 2.80 | (1) | ||||||||
Expected dividend yield |
0.00 | % | 0.00 | % | 0.00 | % | ||||||
Fair value of underlying ordinary shares |
$ | 0.216~0.259 | $ | 0.261~0.395 | $ | 0.370~1.050 | ||||||
Fair value of share option |
$ | 0.293~0.305 | $ | 0.294~0.395 | $ | 0.370~1.050 |
(1) | Exercise multiples defines the early exercise strategy of the grantees and only applies to binomial option pricing model. |
• | our operating and financial performance; |
• | current business conditions and projections; |
• | our stage of development; |
• | the prices, rights, preferences and privileges of our redeemable convertible preferred shares relative to our ordinary shares; |
• | the likelihood of occurrence of liquidity event and redemption event; |
• | any adjustment necessary to recognize a lack of marketability for our ordinary shares; and |
• | the market performance of industry peers. |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. |
Directors and Senior Management |
Name |
Age |
Position(s) | ||
Peter Hui Zhang |
43 | Founder, chairman, chief executive officer and director | ||
Shanshan Guo |
42 | Independent director | ||
Guizhen Ma |
40 | Director | ||
Wenjian Dai |
47 | Director | ||
Richard Weidong Ji |
54 | Director | ||
Jennifer Xinzhe Li |
54 | Independent Director | ||
Mr. Simon Chong Cai |
39 | Chief Financial Officer | ||
Langbo Guo |
50 | Chief Strategy Officer | ||
Mr. Kai Shen |
41 | Chief Risk Officer and General Counsel | ||
Mr. Zhenghong Wang |
45 | Chief Customer Officer |
B. |
Compensation |
Name |
Position |
Class A Ordinary Shares Underlying Options |
Option Exercise Price (US$) |
Grant Date |
Expiration Date |
|||||||||||||
Peter Hui Zhang |
Founder, chairman and chief executive officer |
310,119,632 | 0.00001 | June 11, 2021 | June 10, 2031 | |||||||||||||
Simon Chong Cai |
Chief financial officer | * | 0.00001 | June 11, 2021 | June 10, 2031 | |||||||||||||
Kai Shen |
Chief risk officer and general counsel |
* | 0.00001 | June 11, 2021 | June 10, 2031 |
* | Less than 1% of our issued shares, assuming conversion of all of our preferred shares into ordinary shares. |
Name |
Position |
Ordinary Shares Granted |
Grant Date |
|||||||||
Peter Hui Zhang |
|
Founder, chairman and chief executive officer |
|
* | (1) |
November 25, 2021 | ||||||
* | (1) |
November 30, 2021 | ||||||||||
* | (1) |
December 15, 2021 | ||||||||||
Jennifer Xinzhe Li |
Independent director | * | November 23, 2021 |
* | Less than 1% of our total outstanding shares. |
(1) | Class B ordinary shares. |
C. |
Board Practices |
• | conducting and managing the business of our Company; |
• | representing our Company in contracts and deals; |
• | appointing attorneys for our Company; |
• | select senior management such as managing directors and executive directors; |
• | providing employee benefits and pension; |
• | managing our Company’s finance and bank accounts; |
• | exercising the borrowing powers of our Company and mortgaging the property of our Company; and |
• | exercising any other powers conferred by the shareholders meetings or under our memorandum and articles of association, as amended and restated from time to time. |
• | selecting the independent auditor; |
• | pre-approving auditing and non-auditing services permitted to be performed by the independent auditor; |
• | annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our Company; |
• | setting clear hiring policies for employees and former employees of the independent auditors; |
• | reviewing with the independent auditor any audit problems or difficulties and management’s response; |
• | reviewing and, if material, approving all related party transactions on an ongoing basis; |
• | reviewing and discussing the annual audited financial statements with management and the independent auditor; |
• | reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; |
• | reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments; |
• | discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies; |
• | reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements; |
• | discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor; |
• | timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our Company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management; |
• | establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; |
• | annually reviewing and reassessing the adequacy of our audit committee charter; |
• | such other matters that are specifically delegated to our audit committee by our board of directors from time to time; |
• | meeting separately, periodically, with management, internal auditors and the independent auditor; and |
• | reporting regularly to the full board of directors. |
• | reviewing, evaluating and, if necessary, revising our overall compensation policies; |
• | reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our senior officers; |
• | reviewing and approving our senior officers’ employment agreements with us; |
• | setting performance targets for our senior officers with respect to our incentive—compensation plan and equity-based compensation plans; |
• | administering our equity-based compensation plans in accordance with the terms thereof; and such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time. |
• | selecting and recommending to the board nominees for election by the shareholders or appointment by the board; |
• | reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; |
• | making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and |
• | advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. |
D. |
Employees |
E. |
Share Ownership |
• | each of our directors and executive officers; and |
• | each person known to us to own beneficially 5.0% or more of our ordinary shares. |
Ordinary Shares Beneficially Owned |
||||||||||||||||
Number of Class A ordinary shares |
Number of Class B ordinary shares |
% of total ordinary shares† |
% of voting power†† |
|||||||||||||
Directors and Executive Officers**: |
||||||||||||||||
Peter Hui Zhang (1) |
250,688,631 | 2,259,145,068 | 11.3 | % | 77.6 | % | ||||||||||
Shanshan Guo |
— | — | — | — | ||||||||||||
Guizhen Ma |
* | — | * | * | ||||||||||||
Wenjian Dai |
* | — | * | * | ||||||||||||
Richard Weidong Ji (2) |
971,369,260 | — | 4.4 | % | 1.1 | % | ||||||||||
Jennifer Xinzhe Li |
* | — | * | * | ||||||||||||
Simon Chong Cai |
* | — | * | * | ||||||||||||
Langbo Guo |
* | — | * | * | ||||||||||||
Kai Shen |
* | — | * | * | ||||||||||||
Zhenghong Wang |
* | — | * | * | ||||||||||||
All directors and executive officers as a Group |
1,393,775,590 | 2,259,145,068 | 16.5 | % | 78.9 | % | ||||||||||
Principal Shareholders: |
||||||||||||||||
SVF entities (3) |
4,402,158,648 | — | 19.9 | % | 5.0 | % | ||||||||||
Full Load Logistics (1) |
— | 2,259,145,068 | 10.2 | % | 77.3 | % | ||||||||||
Sequoia Funds (4) |
1,374,341,875 | — | 6.2 | % | 1.6 | % |
* | Less than 1% of our total outstanding shares. |
** | The business addresses for our directors and executive officers are No. 123 Kaifa Avenue, Economic and Technical Development Zone, Guiyang, Guizhou 550009, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, People’s Republic of China. |
† | For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2022, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2022, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after March 31, 2022. |
†† | For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to 30 votes. Each Class B ordinary share will be convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares will not be convertible into Class B ordinary shares under any circumstances. |
(1) | The number of ordinary shares beneficially owned is as of March 31, 2022, and consists of (i) 2,259,145,068 Class B ordinary shares held by Full Load Logistics, and (ii) 250,688,631 of the Class A ordinary shares held by Master Quality Group Limited, which Mr. Peter Hui Zhang has dispositive power over due to his right to receive such shares within 60 days after March 31, 2022. The number of Class B ordinary shares held by Full Load Logistics increased from 1,766,332,475 as of June 21, 2021 to 2,259,145,068 as of March 31, 2022 due to (i) the grant of an aggregate number of 261,100,400 Class B ordinary shares to Full Load Logistics in the fourth quarter of 2021 and the first quarter of 2022 under the 2021 Plan, after giving effect to our tax withholding obligations, and (ii) the exchange of 231,712,193 Class A ordinary shares held by Full Load Logistics for 231,712,193 Class B ordinary shares. On the other hands, Mr. Peter Hui Zhang no longer holds the voting power over the shares held by Master Quality Group Limited. Full Load Logistics is a limited liability company incorporated in the British Virgin Islands with |
registered office at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands, VG1110. Full Load Logistics is wholly owned by Mr. Peter Hui Zhang. |
(2) | The number of ordinary shares beneficially owned is as of March 31, 2022, and consists of (i) 586,444,180 Class A ordinary shares held by All-Stars SP VI Limited, (ii) 68,045,540 Class A ordinary shares held by All-Stars SP VIII Limited, (iii) 234,187,020 Class A ordinary shares held by All-Stars PESP II Limited, (iv) 34,821,060 Class A ordinary shares held by All-Stars PEIISP IV Limited and (v) 47,871,460 Class A ordinary shares held by PESP VIII Limited. |
(3) | The number of ordinary shares beneficially owned as of March 31, 2022 consists of 4,402,158,648 Class A ordinary shares, including (i) 3,940,559,749 Class A ordinary shares held by SVF Truck (Singapore) Pte. Ltd. (“SVF Truck”) as record holder, and 461,598,899 Class A ordinary shares held by SVF II Cortex Subco (DE) LLC (“SVF II Cortex”) as record holder. |
(4) | The number of ordinary shares beneficially owned is as of December 31, 2021, as reported in the Amendment No.1 to the Schedule 13G filed jointly by the Sequoia funds and their control persons on February 25, 2022, and consists of 1,374,341,875 Class A ordinary shares, including (i) 261,158,080 Class A ordinary shares held by Sequoia Capital Global Growth Fund III—Endurance Partners, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, (ii) 383,031,855 Class A |
ordinary shares in the form of 19,151,592 ADSs held by Sequoia Capital Global Growth Fund III—2020-B, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, (iii) 566,842,620 Class A ordinary shares held by SCC Venture V Holdco I, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and (iv) 163,309,320 Class A ordinary shares held by SCC Growth IV 2018-H, L.P., an exempted limited partnership formed under the laws of the Cayman Islands. |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. |
Major Shareholders |
B. |
Related Party Transactions |
C. |
Interests of Experts and Counsel |
A. |
Consolidated Statements and Other Financial Information |
B. |
Significant Changes |
ITEM 9. |
THE OFFER AND LISTING |
A. |
Offer and Listing Details |
B. |
Plan of Distribution |
C. |
Markets |
D. |
Selling Shareholders |
E. |
Dilution |
F. |
Expenses of the Issue |
ITEM 10. |
ADDITIONAL INFORMATION |
A. |
Share Capital |
B. |
Memorandum and Articles of Association |
C. |
Material Contracts |
D. |
Exchange Controls |
E. |
Taxation |
• | an individual citizen or resident of the United States; |
• | a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
• | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
• | a dealer or broker in securities or currencies; |
• | a financial institution; |
• | a regulated investment company; |
• | a real estate investment trust; |
• | an insurance company; |
• | a tax-exempt organization; |
• | a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle; |
• | a trader in securities that has elected the mark-to-market |
• | a person liable for alternative minimum tax; |
• | a person who owns or is deemed to own 10% or more of our stock by vote or value; |
• | a partnership or other pass-through entity for United States federal income tax purposes; |
• | a person required to accelerate the recognition of any item of gross income with respect to our ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial statement; or |
• | a person whose “functional currency” is not the United States dollar. |
• | at least 75% of our gross income is passive income, or |
• | at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income. |
• | the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A ordinary shares, |
• | the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and |
• | the amount allocated to each other year will be subject to tax at the highest tax rate in effect for individuals or corporations, as applicable, for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
F. |
Dividends and Paying Agents |
G. |
Statement by Experts |
H. |
Documents on Display |
I. |
Subsidiary Information |
A. |
Debt Securities |
B. |
Warrants and Rights |
C. |
Other Securities |
D. |
American Depositary Shares |
Service |
Fees | |
To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash) | Up to US$0.05 per ADS issued | |
Cancellation of ADSs, including the case of termination of the deposit agreement | Up to US$0.05 per ADS cancelled | |
Distribution of cash dividends | Up to US$0.05 per ADS held | |
Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements | Up to US$0.05 per ADS held | |
Distribution of ADSs pursuant to exercise of rights. | Up to US$0.05 per ADS held | |
Distribution of securities other than ADSs or rights to purchase additional ADSs | Up to US$0.05 per ADS held | |
Depositary services | Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank |
• | Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares). |
• | Expenses incurred for converting foreign currency into U.S. dollars. |
• | Expenses for cable, telex and fax transmissions and for delivery of securities. |
• | Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit). |
• | Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit. |
• | Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs. |
• | Any applicable fees and penalties thereon. |
For the Year Ended December 31, |
||||||||
2020 |
2021 |
|||||||
(In thousands of US dollars) |
||||||||
Audit Fees (1) |
1,400 | 2,000 | ||||||
Audit-Related Fees (2) |
100 | 126 | ||||||
|
|
|
|
|||||
Total |
1,500 |
2,126 |
||||||
|
|
|
|
(1) | “Audit Fees” represents the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal auditors for the audit of our annual financial statements and assistance with and review of documents filed with the SEC and other statutory and regulatory filings. The amount includes audit fees relating to our initial public offering. |
(2) | This category includes the aggregate fees billed in each of the fiscal years listed for assurance and related services by our independent registered public accounting firm that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit fees”. |
Exhibit Number |
Description of Exhibit | |
1.1 |
||
2.1 |
||
2.2 |
Exhibit Number |
Description of Exhibit | |
2.3 |
||
2.4* |
||
4.1 |
||
4.2 |
||
4.3* |
||
4.4* |
||
4.5* |
||
4.6* |
||
4.7* |
||
4.8* |
||
4.9* |
||
4.10* |
||
4.11* |
||
4.12* |
||
4.13* |
||
4.14 |
||
4.15 |
Exhibit Number |
Description of Exhibit | |
4.16* |
||
4.17 |
||
4.18 |
||
4.19* |
||
4.20 |
||
4.21 |
||
4.22* |
||
4.23 |
||
8.1* |
||
11.1 |
||
12.1* |
||
12.2* |
||
13.1** |
||
13.2** |
||
15.1* |
||
15.2* |
||
15.3* |
||
101.INS* |
Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
Exhibit Number |
Description of Exhibit | |
101.SCH* |
Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB* |
Inline XBRL Taxonomy Extension Labels Linkbase Document. | |
101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* |
Filed herewith. |
** |
Furnished herewith |
FULL TRUCK ALLIANCE CO. LTD. | ||||||
By: |
/s/ Peter Hui Zhang | |||||
Name: Peter Hui Zhang | ||||||
Title: Chairman and Chief Executive Officer | ||||||
Date: April 25, 2022 |
Page |
||||
F-2 |
||||
F-3 |
||||
F-6 |
||||
F-7 |
||||
F-9 |
||||
F-12 |
||||
F-57 |
As of December 31, |
||||||||||||||||
Note |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
USD |
||||||||||||||
(Note 2) |
||||||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
10,060,391 | 4,284,291 | 672,299 | |||||||||||||
Restricted cash—current (including RMB48,702 and RMB3,509 from the consolidated trusts as of December 31, 2020 and 2021, respectively) |
86,277 | 65,822 | 10,329 | |||||||||||||
Short-term investments |
6 |
8,731,195 | 21,634,642 | 3,394,947 | ||||||||||||
Accounts receivable, net (net of allowance for doubtful accounts of RMB63,173 and RMB3,713 as of December 31, 2020 and 2021, respectively) |
7 |
34,729 | 29,139 | 4,573 | ||||||||||||
Amounts due from related parties |
1 9 |
— | 7,075 | 1,110 | ||||||||||||
Loans receivable, net (including RMB317,022 and RMB353,509 from the consolidated trusts as of December 31, 2020 and 2021, respectively) |
8 |
1,313,957 | 1,777,667 | 278,955 | ||||||||||||
Prepayments and other current assets (including RMB1,009 and RMB nil from the consolidated trusts as of December 31, 2020 and 2021, respectively) |
9 |
456,802 | 1,099,607 | 172,550 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
20,683,351 |
28,898,243 |
4,534,763 |
|||||||||||||
Restricted cash—non-current |
13,500 | 13,500 | 2,118 | |||||||||||||
Property and equipment, net |
10 |
38,984 | 102,158 | 16,031 | ||||||||||||
Investments in equity investees |
1 1 |
875,205 | 1,678,351 | 263,370 | ||||||||||||
Intangible assets, net |
1 2 |
491,279 | 557,016 | 87,408 | ||||||||||||
Goodwill |
2 |
2,865,071 | 3,124,828 | 490,354 | ||||||||||||
Deferred tax assets |
1 8 |
18,966 | 20,492 | 3,216 | ||||||||||||
Other non-current assets |
1 3 |
147,000 | 3,847 | 604 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current assets |
4,450,005 |
5,500,192 |
863,101 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
TOTAL ASSETS |
25,133,356 |
34,398,435 |
5,397,864 |
|||||||||||||
|
|
|
|
|
|
As of December 31, |
||||||||||||||||
Note |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
USD |
||||||||||||||
(Note 2) |
||||||||||||||||
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY |
||||||||||||||||
Current liabilities |
||||||||||||||||
Short-term loans (including nil and RMB9,000 from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
1 4 |
— | 9,000 | 1,412 | ||||||||||||
Accounts payable (including RMB23,839 and RMB29,077 from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
23,839 | 29,381 | 4,611 | |||||||||||||
Amounts due to related parties |
1 9 |
172,779 | 179,859 | 28,224 | ||||||||||||
Payable to investors of the consolidated trusts (including RMB31,400 and nil from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
31,400 | — | — | |||||||||||||
Prepaid for freight listing fees and other service fees (including RMB319,156 and RMB383,153 from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
2.18 | 319,924 | 383,236 | 60,138 | ||||||||||||
Income tax payable (including RMB23,554 and RMB21,573 from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
25,924 | 31,538 | 4,949 | |||||||||||||
Other tax payable (including RMB446,610 and RMB566,479 from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
446,839 | 894,592 | 140,381 | |||||||||||||
Accrued expenses and other current liabilities (including RMB620,828 and RMB1,045,484 from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
15 |
941,642 | 1,206,179 | 189,276 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities. |
1,962,347 |
2,733,785 |
428,991 |
|||||||||||||
Deferred tax liabilities (including nil and RMB26,415 from the consolidated VIEs as of December 31, 2020 and 2021, respectively) |
1 8 |
118,783 | 135,764 | 21,304 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
118,783 |
135,764 |
21,304 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES |
2,081,130 |
2,869,549 |
450,295 |
|||||||||||||
|
|
|
|
|
|
|||||||||||
Commitments and contingencies (Note 2 5 ) |
As of December 31, |
||||||||||||||||
Note |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
USD |
||||||||||||||
(Note 2) |
||||||||||||||||
MEZZANINE EQUITY |
||||||||||||||||
Convertible redeemable preferred shares (US$ 0.00001 par value, 15,474,373,880 and nil shares authorized, and 15,033,856,835 and nil shares issued and outstanding as of December 31, 2020 and 2021, respectively) |
1 6 |
32,846,087 | — | — | ||||||||||||
Subscription receivables |
1 6 |
(1,310,140 | ) | — | — | |||||||||||
(DEFICIT) EQUITY |
||||||||||||||||
Class A ordinary shares (US$0.00001 par value, 33,562,015,467 and 40,000,000,000 shares authorized, 3,517,944,736 and 18,505,617,508 shares issued and outstanding as of December 31, 2020 and 2021, respectively) |
1 7 |
233 | 1,198 | 188 | ||||||||||||
Class B ordinary shares (US$0.00001 par value, 963,610,653 and 10,000,000,000 shares authorized, 963,610,653 and 3,323,790,823 shares issued and outstanding as of December 31, 2020 and 2021, respectively) |
1 7 |
63 | 218 | 34 | ||||||||||||
Additional paid-in capital |
3,809,060 | 49,245,773 | 7,727,736 | |||||||||||||
Accumulated other comprehensive income |
1,072,307 | 538,650 | 84,526 | |||||||||||||
Subscription receivables |
— |
(1,310,140 | ) | (205,590 | ) | |||||||||||
Accumulated deficit |
(13,365,806 | ) | (17,020,254 | ) | (2,670,849 | ) | ||||||||||
|
|
|
|
|
|
|||||||||||
TOTAL FULL TRUCK ALLIANCE CO. LTD. (DEFICIT) EQUITY |
(8,484,143 |
) |
31,455,445 |
4,936,045 |
||||||||||||
Non-controlling interests |
422 | 73,441 | 11,524 | |||||||||||||
|
|
|
|
|
|
|||||||||||
TOTAL (DEFICIT) EQUITY |
(8,483,721 |
) |
31,528,886 |
4,947,569 |
||||||||||||
|
|
|
|
|
|
|||||||||||
TOTAL LIABILITIES, MEZZANINE EQUITY AND (DEFICIT) EQUITY |
25,133,356 |
34,398,435 |
5,397,864 |
|||||||||||||
|
|
|
|
|
|
Years ended December 31, |
||||||||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||||||||
RMB |
RMB |
USD |
||||||||||||||||||
(Note 2) |
||||||||||||||||||||
Net Revenues |
2 | 2,473,061 |
2,580,820 |
4,657,019 |
730,788 |
|||||||||||||||
Operating expenses |
||||||||||||||||||||
Cost of revenues (including VAT net of refund of VAT, of RMB953,200 RMB893,909 and RMB1,950,935 for the years ended December 31, 2019, 2020 and 2021, respectively) |
(1,389,864 | ) | (1,316,017 | ) | (2,539,998 | ) | (398,581 | ) | ||||||||||||
Sales and marketing expenses |
(403,117 | ) | (454,343 | ) | (837,301 | ) | (131,391 | ) | ||||||||||||
General and administrative expenses |
(1,189,423 | ) | (3,938,565 | ) | (4,271,152 | ) | (670,237 | ) | ||||||||||||
Research and development expenses |
(396,692 | ) | (413,369 | ) | (729,668 | ) | (114,501 | ) | ||||||||||||
Provision for loans receivable |
8 |
(127,790 | ) | (94,160 | ) | (97,658 | ) | (15,325 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
(3,506,886 |
) |
(6,216,454 |
) |
(8,475,777 |
) |
(1,330,035 |
) | ||||||||||||
Other operating income |
13,223 | 21,031 | 22,815 | 3,580 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(1,020,602 |
) |
(3,614,603 |
) |
(3,795,943 |
) |
(595,667 |
) | ||||||||||||
Other (expense) income |
||||||||||||||||||||
Interest income |
229,310 | 209,832 | 234,651 | 36,822 | ||||||||||||||||
Interest expenses |
(39,996 | ) | (8,367 | ) | (40 | ) | (6 | ) | ||||||||||||
Foreign exchange loss |
(4,410 | ) | (21,276 | ) | (15,468 | ) | (2,428 | ) | ||||||||||||
Investment income |
— | 3,321 | 28,317 | 4,444 | ||||||||||||||||
Unrealized gains from fair value changes of trading securities and derivative assets |
— | 18,140 | 23,967 | 3,761 | ||||||||||||||||
Other (expenses) income, net |
(8,585 | ) | (5,559 | ) | 7,067 | 1,109 | ||||||||||||||
Impairment loss |
11 |
(710,331 | ) | (22,030 | ) | (111,567 | ) | (17,507 | ) | |||||||||||
Share of loss in equity method investees |
(1,729 | ) | (11,054 | ) | (11,321 | ) | (1,777 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total other (loss) income |
(535,741 |
) |
163,007 |
155,606 |
24,418 |
|||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss before income tax |
(1,556,343 |
) |
(3,451,596 |
) |
(3,640,337 |
) |
(571,249 |
) | ||||||||||||
Income tax benefit (expense) |
1 8 |
14,676 | (19,336 | ) | (14,191 | ) | (2,227 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations |
(1,541,667 |
) |
(3,470,932 |
) |
(3,654,528 |
) |
(573,476 |
) | ||||||||||||
Net income from discontinued operations, net of tax |
3 | 18,010 | 452 | — | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
(1,523,657 |
) |
(3,470,480 |
) |
(3,654,528 |
) |
(573,476 |
) | ||||||||||||
Less: net loss attributable to non-controlling interests |
(7 | ) | (8 | ) | (80 | ) | (13 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to Full Truck Alliance Co. Ltd. |
(1,523,650 |
) |
(3,470,472 |
) |
(3,654,448 |
) |
(573,463 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Deemed dividend |
1 6 |
— | (120,086 | ) | (518,432 | ) | (81,353 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to ordinary shareholders |
(1,523,650 |
) |
(3,590,558 |
) |
(4,172,880 |
) |
(654,816 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net (loss) earning per ordinary share: |
||||||||||||||||||||
Continuing operations |
2 1 |
(0.47 | ) | (1.05 | ) | (0.31 | ) | (0.05 | ) | |||||||||||
Discontinued operations |
21 |
0.01 | 0.00 | — | — | |||||||||||||||
Basic and diluted—ordinary shares |
21 |
(0.46 | ) | (1.05 | ) | (0.31 | ) | (0.05 | ) | |||||||||||
Weighted average shares used in calculating net loss per ordinary share: |
||||||||||||||||||||
Basic |
21 |
3,299,723,079 | 3,423,687,654 | 13,445,972,280 | 13,445,972,280 | |||||||||||||||
Diluted |
21 |
3,299,723,079 | 3,423,687,654 | 13,445,972,280 | 13,445,972,280 | |||||||||||||||
Net loss |
(1,523,657 |
) |
(3,470,480 |
) |
(3,654,528 |
) |
(573,476 |
) | ||||||||||||
Other comprehensive income (loss) |
||||||||||||||||||||
Foreign currency translation adjustments, net of tax of nil |
89,399 | (498,157 | ) | (533,657 | ) | (83,742 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive loss |
(1,434,258 |
) |
(3,968,637 |
) |
(4,188,185 |
) |
(657,218 |
) | ||||||||||||
Less: comprehensive loss attributable to non-controlling interests |
(7 | ) | (8 | ) | (80 | ) | (13 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Comprehensive loss attributable to Full Truck Alliance Co. Ltd. |
(1,434,251 |
) |
(3,968,629 |
) |
(4,188,105 |
) |
(657,205 |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Deemed dividend |
— | (120,086 | ) | (518,432 | ) | (81,353 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Comprehensive loss attributable to ordinary shareholders |
(1,434,251 |
) |
(4,088,715 |
) |
(4,706,537 |
) |
(738,558 |
) | ||||||||||||
|
|
|
|
|
|
|
|
Class A Ordinary shares |
Class B Ordinary shares |
Additional Paid in Capital |
Accumulated deficit |
Accumulated other comprehensive income |
Total |
Non— controlling interests |
Total deficit |
|||||||||||||||||||||||||||||||||
Numbers of shares |
Amount |
Numbers of shares |
Amount |
|||||||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
|||||||||||||||||||||||||||||||||
Balance as of December 31, 2018 |
3,150,151,437 |
207 |
— |
— |
1,289,824 |
(8,371,684 |
) |
1,481,065 |
(5,600,588 |
) |
437 |
(5,600,151 |
) | |||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (1,523,650 | ) | — | (1,523,650 | ) | (7 | ) | (1,523,657 | ) | ||||||||||||||||||||||||||
Ordinary shares issued for vested restricted shares |
17,011,388 | 1 | — | — | 20,817 | — | — | 20,818 | — | 20,818 | ||||||||||||||||||||||||||||||
Exercise of stock options granted to employees |
611,384,502 | 42 | — | — | 101,797 | — | — | 101,839 | — | 101,839 | ||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 363,697 | — | — | 363,697 | — | 363,697 | ||||||||||||||||||||||||||||||
Repurchase of ordinary shares |
(361,503,245 | ) | (24 | ) | — | — | (543,187 | ) | — | — | (543,211 | ) | — | (543,211 | ) | |||||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | — | 89,399 | 89,399 | — | 89,399 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2019 |
3,417,044,082 |
226 |
— |
— |
1,232,948 |
(9,895,334 |
) |
1,570,464 |
(7,091,696 |
) |
430 |
(7,091,266 |
) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
— | — | — | — | — | (3,470,472 | ) | — | (3,470,472 | ) | (8 | ) | (3,470,480 | ) | ||||||||||||||||||||||||||
Ordinary shares issued for vested restricted shares |
51,034,162 | 3 | — | — | 57,390 | — | — | 57,393 | — | 57,393 | ||||||||||||||||||||||||||||||
Exercise of stock options granted to employees |
1,285,000,422 | 84 | — | — | 48,673 | — | — | 48,757 | — | 48,757 | ||||||||||||||||||||||||||||||
Accretion and modification of convertible redeemable preferred shares |
— | — | — | — | (120,086 | ) | — | — | (120,086 | ) | — | (120,086 | ) | |||||||||||||||||||||||||||
Modifications to share options |
93,472,356 | 7 | — | — | 252,667 | — | — | 252,674 | — | 252,674 | ||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 3,148,596 | — | — | 3,148,596 | — | 3,148,596 | ||||||||||||||||||||||||||||||
Ordinary shares reclassification |
(963,610,653 | ) | (63 | ) | 963,610,653 | 63 | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Repurchase of ordinary shares |
(364,995,633 | ) | (24 | ) | — | — | (811,128 | ) | — | — | (811,152 | ) | — | (811,152 | ) | |||||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | — | (498,157 | ) | (498,157 | ) | — | (498,157 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance as of December 31, 2020 |
3,517,944,736 |
233 |
963,610,653 |
63 |
3,809,060 |
(13,365,806 |
) |
1,072,307 |
(8,484,143 |
) |
422 |
(8,483,721 |
) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Ordinary shares |
Class B Ordinary shares |
Additional Paid in Capital |
Accumulated deficit |
Subscription Receivables |
Accumulated OCI |
Total |
Non— controlling interests |
Total (deficit) equity |
||||||||||||||||||||||||||||||||||||
Numbers of shares |
Amount |
Numbers of shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
RMB |
||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
3,517,944,736 |
233 |
963,610,653 |
63 |
3,809,060 |
(13,365,806 |
) |
— |
1,072,307 |
(8,484,143 |
) |
422 |
(8,483,721 |
) | ||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (3,654,448 | ) | — | — | (3,654,448 | ) | (80 | ) | (3,654,528 | ) | |||||||||||||||||||||||||||||
Capital contribution from non-controlling interests shareholders |
— | — | — | — | — | — | — | — | — | 73,500 | 73,500 | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustments |
— | — | — | — | — | — | — | (533,657 | ) | (533,657 | ) | — | (533,657 | ) | ||||||||||||||||||||||||||||||
Exercise of stock options granted to employees |
351,972,260 | 23 | 514,258,536 | 33 | 4,937 | — | — | — | 4,993 | — | 4,993 | |||||||||||||||||||||||||||||||||
Accretion of convertible redeemable preferred shares |
— | — | — | — | (518,432 | ) | — | — | — | (518,432 | ) | — | (518,432 | ) | ||||||||||||||||||||||||||||||
Modifications to share options |
— | — | — | — | 209,311 | — | — | — | 209,311 | — | 209,311 | |||||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | 3,628,598 | — | — | — | 3,628,598 | — | 3,628,598 | |||||||||||||||||||||||||||||||||
Repurchase of ordinary shares |
(177,267,715 | ) | (12 | ) | (169,834,500 |
) |
(11 |
) |
(1,664,995 | ) | — | — | — | (1,665,018 | ) | — | (1,665,018 | ) | ||||||||||||||||||||||||||
Repurchase of convertible redeemable preferred shares |
— | — | — | — | (877,732 | ) | — | — | — | (877,732 | ) | — | (877,732 | ) | ||||||||||||||||||||||||||||||
Issuance of ordinary shares for initial public offering (“USIPO”), net of issuance RMB31,785 |
1,860,526,314 | 120 | — | — | 11,058,923 | — | — | — | 11,059,043 | — | 11,059,043 | |||||||||||||||||||||||||||||||||
Ordinary shares reclassification |
(2,013,034,312 | ) | (133 | ) | 2,013,034,312 | 133 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||
Conversion of convertible redeemable preferred shares to ordinary shares upon USIPO |
14,965,476,285 | 967 | 2,721,822 | — | 33,596,103 | — | (1,310,140 | ) | — | 32,286,930 | — | 32,286,930 | ||||||||||||||||||||||||||||||||
Decrease of non-controlling interest from disposal of a subsidiary |
— | — | — | — | — | — | — | — | — | (401 | ) | (401 | ) | |||||||||||||||||||||||||||||||
Retirement of o rdinary shares |
(60 | ) | (0 |
) |
— | — | — | — | — | — | (0 | ) | — | (0 | ) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of December 31, 2021 |
18,505,617,508 |
1,198 |
3,323,790,823 |
218 |
49,245,773 |
(17,020,254 |
) |
(1,310,140 |
) |
538,650 |
31,455,445 |
73,441 |
31,528,886 |
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
USD |
|||||||||||||
(Note 2) |
||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||
Net loss |
(1,523,657 | ) | (3,470,480 | ) | (3,654,528 | ) | (573,476 | ) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities |
||||||||||||||||
Depreciation and amortization |
70,708 | 63,669 | 67,422 | 10,580 | ||||||||||||
Share-based compensation |
455,634 | 3,254,335 | 3,628,602 | 569,407 | ||||||||||||
Modification of options |
— | 231,972 | 209,311 | 32,845 | ||||||||||||
Allowance for doubtful accounts |
62,857 | 18,678 | 1,591 | 250 | ||||||||||||
Provision for loans receivable |
127,790 | 94,160 | 97,658 | 15,325 | ||||||||||||
(Gain) Loss from disposal of property and equipment |
(228 | ) | 1,425 | 283 | 44 | |||||||||||
Net loss from disposal of investment in equity investees |
— | — | 124 | 19 | ||||||||||||
Investment income from forward contract |
— | — | (25,878 | ) | (4,061 | ) | ||||||||||
Share of loss in equity method investees |
1,729 | 11,054 | 11,321 | 1,777 | ||||||||||||
Unrealized gains from fair value changes of trading securities and derivative |
|
|
— |
|
|
|
(18,140 |
) |
|
|
(23,967 |
) |
|
|
(3,761 |
) |
Impairment loss and others |
710,331 | 22,030 | 96,099 | 15,080 | ||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Accounts receivable |
(6,446 | ) | (16,396 | ) | 18,799 | 2,950 | ||||||||||
Amounts due from related parties |
10,851 | 1,130 | (7,075 | ) | (1,110 | ) | ||||||||||
Loans receivable |
(876,654 | ) | 79,978 | (561,368 | ) | (88,091 | ) | |||||||||
Prepayments and other current assets |
413,677 | (27,773 | ) | (656,008 | ) | (102,942 | ) | |||||||||
Deferred tax assets |
(14,005 | ) | (1,958 | ) | (1,450 | ) | (228 | ) | ||||||||
Accounts payable |
(18,460 | ) | 5,859 | 5,314 | 834 | |||||||||||
Prepaid for freight listing fees and other service fees |
(3,424 | ) | 58,137 | 41,898 | 6,575 | |||||||||||
Income tax payable |
3,953 | 15,465 | 5,614 | 881 | ||||||||||||
Other tax payable |
(209,445 | ) | 6,404 | 191,621 | 30,070 | |||||||||||
Amounts due to related parties |
28,669 | 22,242 | (31,213 | ) | (4,898 | ) | ||||||||||
Accrued expenses and other current liabilities |
(147,512 | ) | 233,501 | 385,712 | 60,527 | |||||||||||
Deferred tax liabilities |
(10,333 | ) | (10,550 | ) | (11,301 | ) | (1,773 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash (used in) provided by operating activities |
(923,965 |
) |
574,742 |
(211,419 |
) |
(33,176 |
) | |||||||||
Cash flows from investing activities: |
||||||||||||||||
Purchases of short-term investments |
(6,341,221 | ) | (9,377,260 | ) | (23,340,272 | ) | (3,662,598 | ) | ||||||||
Maturity of short-term investments |
3,177,061 | 6,613,919 | 10,069,291 | 1,580,091 | ||||||||||||
Maturity of forward contracts |
— | — | 25,878 | 4,061 | ||||||||||||
Payments for investment in equity investees |
(214,739 | ) | (34,475 | ) | (887,327 | ) | (139,241 | ) | ||||||||
Acquisition of subsidiaries, net of cash acquired |
— | (17,728 | ) | (242,009 | ) | (37,976 | ) | |||||||||
Prepayments for long-term investments |
— | (100,000 | ) | — | — | |||||||||||
Net cash out in relation to disposal of a subsidiary |
— | — | (401 | ) | (63 | ) | ||||||||||
Return of prepayments for equity investments |
— | 90,000 | — | — | ||||||||||||
Return from dissolution of an equity investmen t |
|
|
— |
|
|
|
— |
|
|
|
11,929 |
|
|
|
1,872 |
|
Loans to related parties |
(48,458 | ) | (63,482 | ) | — | — | ||||||||||
Repayments of loans from related parties |
— | 109,792 | — | — | ||||||||||||
Loans to a third party company |
(295,659 | ) | — | — | — | |||||||||||
Repayments of loans from a third party company |
340,167 | 120,000 | — | — | ||||||||||||
Purchases of property and equipment and intangible assets |
(10,418 | ) | (53,064 | ) | (43,220 | ) | (6,782 | ) | ||||||||
Proceeds from disposal of property and equipment and intangible assets |
2,068 | 21,403 | 7,158 | 1,123 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in investing activities |
(3,391,199 |
) |
(2,690,895 |
) |
(14,398,973 |
) |
(2,259,513 |
) |
Years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
USD |
|||||||||||||
(Note 2) |
||||||||||||||||
Cash flows from financing activities: |
||||||||||||||||
Proceeds from short-term loans |
1,216,469 | — | — | — | ||||||||||||
Repayments of short-term loans |
(1,230,879 | ) | (500,000 | ) | — | — | ||||||||||
Cash received from investors of the consolidated trusts |
420,100 | — | — | — | ||||||||||||
Cash paid to investors of the consolidated trusts |
— | (388,700 | ) | (31,400 | ) | (4,927 | ) | |||||||||
Proceeds from exercise of share options |
— | 87 | 20 | 3 | ||||||||||||
Cash paid for repurchase of ordinary shares and convertible redeemable preferred shares |
(384,880 | ) | (557,836 | ) | (2,208,791 | ) | (346,608 | ) | ||||||||
Taxes paid for employees through repurchase of ordinary share s |
|
|
— |
|
|
|
— |
|
|
|
(376,646 |
) |
|
|
(59,104 |
) |
Proceeds from initial public offering, net of issuance cost paid of RMB31,785 |
— | — | 11,059,043 | 1,735,405 | ||||||||||||
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost paid of nil, RMB3,216 and nil during the year ended December 31, 2019, 2020 and 2021, respectively |
1,672,415 | 11,081,037 | 385,788 | 60,539 | ||||||||||||
Capital received from non-controlling interests |
— | — | 73,500 | 11,534 | ||||||||||||
Loans to a shareholder pledged by convertible redeemable preferred shares |
— | (1,310,140 | ) | — | — | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by financing activities |
1,693,225 |
8,324,448 |
8,901,514 |
1,396,842 |
||||||||||||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash |
19,884 |
(127,770 |
) |
(87,677 |
) |
(13,759 |
) | |||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
(2,602,055 |
) |
6,080,525 |
(5,796,555 |
) |
(909,606 |
) | |||||||||
Cash and cash equivalents and restricted cash, beginning of the year |
6,681,698 | 4,079,643 | 10,160,168 | 1,594,352 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents and restricted cash, end of the year |
4,079,643 | 10,160,168 | 4,363,613 | 684,746 |
Cash and cash equivalents |
3,983,721 | 10,060,391 | 4,284,291 | 672,299 | ||||||||||||
Restricted cash, current |
95,922 | 86,277 | 65,822 | 10,329 | ||||||||||||
Restricted cash, non-current |
— | 13,500 | 13,500 | 2,118 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash, cash equivalents, and restricted cash |
4,079,643 |
10,160,168 |
4,363,613 |
684,746 |
||||||||||||
Supplemental disclosure of cash flow information: |
||||||||||||||||
Cash paid for interest (excluding interest paid to investors of consolidated trusts) |
39,924 | 9,052 | 65 | 10 | ||||||||||||
Income taxes paid |
5,250 | 16,379 | 49,612 | 7,785 | ||||||||||||
Supplemental disclosure of non-cash investing and financing activities: |
||||||||||||||||
Acquisition of intangible assets and property and equipment through prepayments made in prior year |
— | 20,875 | 43,000 | 6,748 | ||||||||||||
Investment in equity investees through prepayments made in prior yea r |
|
|
— |
|
|
|
— |
|
|
|
100,000 |
|
|
|
15,692 |
|
Waiver of payable to an equity investe e |
|
|
— |
|
|
|
— |
|
|
|
771 |
|
|
|
121 |
|
Repurchase of ordinary shares through offsetting loans or interests receivable |
110,619 | 525 | 5,400 | 847 | ||||||||||||
Consideration payable for repurchase of ordinary shares and convertible redeemable preferred shares |
47,712 | 315,083 | 129,738 | 20,359 | ||||||||||||
Consideration payable for repurchase of share options |
— | 9,519 | — | — | ||||||||||||
Consideration payable for purchasing equity investments |
35,083 | — | — | — | ||||||||||||
Consideration payable for acquisitio n |
|
|
— |
|
|
|
— |
|
|
|
76,586 |
|
|
|
12,018 |
|
Tax payable for employees through repurchase of ordinary share s |
|
|
— |
|
|
|
— |
|
|
|
250,008 |
|
|
|
39,232 |
|
1. |
ORGANIZATION AND NATURE OF OPERATIONS |
Name of Company |
Place of incorporation |
Date of incorporation |
Percentage of direct or indirect economic ownership |
Principal activities | ||||||||||
Subsidiaries |
||||||||||||||
Full Truck Alliance (HK) Limited (“FTA HK”) |
Hong Kong | January 7, 2016 | 100 | % | Investment holding | |||||||||
Lucky Logistics Information Limited (“Lucky Logistics”) |
Hong Kong | April 8, 2014 | 100 | % | Investment holding | |||||||||
FTA Information Consulting Co., Ltd (“FTA Information”, “WOFE”) |
C | April 20, 2016 | 100 | % | Providing technology development and other services | |||||||||
Jiangsu Manyun Logistics Information Co., Limited (“Jiangsu Manyun”, “WOFE”) |
C | August 29, 2014 | 100 | % | Technology development and other services | |||||||||
VIEs |
||||||||||||||
Guizhou FTA Logistics Technology Co., Ltd. (“Guizhou FTA”) |
C | January 14, 2021 | 100 | % | Research and development | |||||||||
Guiyang Shan’en Technology Co., Ltd. (“Shan’en Technology”) |
C | September 19, 2016 | 100 | % | Freight matching services | |||||||||
Jiangsu Manyun Software Technology Co. Ltd. (“Manyun Software”) |
C |
October 20, 2016 |
100 |
% |
Freight matching services and value added services | |||||||||
VIEs’ subsidiaries |
||||||||||||||
Shanghai Xiwei Information Consulting Co., Limited (“Shanghai Xiwei”) |
C |
August 1, 2013 |
100 |
% |
Technology development and other services | |||||||||
Beijing Yunmanman Technology Co., Limited (“Beijing Yunmanman”) |
C |
March 21, 2014 |
100 |
% |
Technology development and other services | |||||||||
Chengdu Yunli Technology Co., Ltd. (“Chengdu Yunli”) |
C |
January 21, 2011 |
100 |
% |
Credit solution services | |||||||||
Guiyang Shan’en Insurance Brokerage Co., Ltd (“Shan’en Insurance”) |
C | May 9, 2017 | 100 | % | Insurance services | |||||||||
Nanjing Manyun Software Information Consulting Co., Ltd. (“Nanjing Manyun”) |
C |
October 12, 2021 |
100 |
% |
Investment holding | |||||||||
Hainan Manyun Software Technology Co., Ltd. (“Hainan Manyun”) |
C | May 9, 2020 | 100 | % | Freight matching services |
1. |
ORGANIZATION AND NATURE OF OPERATIONS - continued |
Name of Company |
Place of incorporation |
Date of incorporation |
Percentage of direct or indirect economic ownership |
Principal activities | ||||||
Guiyang Huochebang Technology Co., Limited (“Guiyang Huochebang”) |
C |
March 11, 2014 |
100 |
% |
Value added services | |||||
Guizhou Huochebang Micro-finance Co., Ltd. (“Huochebang Microfinance”) |
C |
December 20, 2016 |
100 |
% |
Credit solution services | |||||
Guizhou Huochebang Network Information Service Co., Ltd. (“Huochebang Network”) |
C |
March 18, 2016 |
100 |
% |
Investment holding |
2. |
PRINCIPAL ACCOUNTING POLICIES |
2.1 |
Basis of presentation |
2.2 |
Basis of consolidation |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.2 |
Basis of consolidation - continued |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.2 |
Basis of consolidation - continued |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.2 |
Basis of consolidation - continued |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
ASSETS |
||||||||
Cash and cash equivalents |
2,226,218 | 2,948,946 | ||||||
Restricted cash—current |
84,076 | 63,294 | ||||||
Short-term investments |
238,000 | 550,000 | ||||||
Accounts receivable, net of allowance for doubtful accounts |
33,751 | 28,734 | ||||||
Amounts due from related parties |
— | 7,075 | ||||||
Loans receivable, net |
1,312,283 | 1,774,038 | ||||||
Prepayments and other current assets |
421,371 | 849,323 | ||||||
Restricted cash—non-current |
13,500 | 13,500 | ||||||
Property and equipment, net |
36,922 | 100,931 | ||||||
Investments in equity investees |
297,628 | 670,110 | ||||||
Intangible assets, net |
15,275 | 119,298 | ||||||
Goodwill |
— | 283,256 | ||||||
Deferred tax assets |
18,966 | 20,492 | ||||||
Other non-current assets |
147,000 | 3,836 | ||||||
|
|
|
|
|||||
TOTAL ASSETS |
4,844,990 |
7,432,833 |
||||||
|
|
|
|
|||||
LIABILITIES |
||||||||
Short-term loans |
— | 9,000 | ||||||
Accounts payable |
23,839 | 29,077 | ||||||
Payable to investors of the consolidated trusts |
31,400 | — | ||||||
Prepaid freight listing fees and other service fees |
319,156 | 383,153 | ||||||
Income tax payable |
23,554 | 21,573 | ||||||
Other tax payable |
446,610 | 566,479 | ||||||
Accrued expenses and other current liabilities |
620,828 | 1,045,484 | ||||||
Deferred tax liabilities |
— | 26,415 | ||||||
|
|
|
|
|||||
TOTAL LIABILITIES |
1,465,387 |
2,081,181 |
||||||
|
|
|
|
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.2 |
Basis of consolidation - continued |
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net Revenues |
2,457,922 | 2,553,535 | 4,611,044 | |||||||||
Net (loss) income |
(716,003 | ) | 223,957 | (920,960 | ) | |||||||
Net cash (used in) provided by operating activities |
(185,829 | ) | 682,745 | (286,501 | ) | |||||||
Net cash used in investing activities |
(122,872 | ) | (72,390 | ) | (815,721 | ) | ||||||
Net cash provided by (used in) financing activities |
405,690 | (888,700 | ) | 42,100 |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.2 |
Basis of consolidation - continued |
2.3 |
Consolidated Trusts |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.3 |
Consolidated Trusts - continued |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
ASSETS |
||||||||
Restricted cash |
48,702 | 3,509 | ||||||
Loans receivable, net |
317,022 | 353,509 | ||||||
Prepaid expenses and other assets |
1,009 | — | ||||||
|
|
|
|
|||||
Total Assets |
366,733 |
357,018 |
||||||
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
LIABILITIES |
||||||||
Payable to investors of the consolidated trusts |
31,400 | — | ||||||
Other tax payable |
436 | 839 | ||||||
|
|
|
|
|||||
Total Liabilities |
31,836 |
839 |
||||||
|
|
|
|
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net revenues |
68,259 | 130,380 | 104,061 | |||||||||
Net income |
31,335 | 63,146 | 22,838 |
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net cash (used in) provided by operating activities |
(371,548 | ) | 374,679 | (13,793 | ) | |||||||
Net cash provided by (used in) financing activities |
420,100 | (388,700 | ) | (31,400 | ) |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.3 |
Consolidated Trusts - continued |
2.4 |
Use of estimates |
2.5 |
Functional currency and foreign currency translation |
2.6 |
Cash and cash equivalents |
2.7 |
Restricted cash |
2.8 |
Short-term investments |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.8 |
Short-term investments - continued |
2.9 |
Accounts receivable, net |
2.10 |
Loans receivable, net |
2.11 |
Property and equipment, net |
Category |
Estimated useful lives | |
Furniture, fixtures and equipment |
3-5 years | |
Motor vehicles |
4 years | |
Leasehold improvement |
Over the shorter of the expected useful life or the lease term |
2.12 |
Business combinations |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.12 |
Business combinations - continued |
2.13 |
Intangible assets, net |
The identifiable intangible assets |
Amortization Years | |
Software |
5 to 8 | |
Trademarks |
10 to 15 | |
Platform |
5 | |
Customer relationship |
10 | |
Non-compete commitment |
8 |
2.14 |
Goodwill |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.14 |
Goodwill - continued |
2.15 |
Investments in equity investees |
2.16 |
Other non-current assets |
2.17 |
Fair value measurement |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.17 |
Fair value measurement - continued |
2.18 |
Revenue recognition |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.18 |
Revenue recognition - continued |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.18 |
Revenue recognition - continued |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.18 |
Revenue recognition - continued |
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Freight matching services(1) |
1,769,756 |
1,947,016 |
3,946,882 |
|||||||||
Freight brokerage-satisfied at a point of time |
1,292,496 |
1,365,207 |
2,497,779 |
|||||||||
Freight listings-satisfied over time |
477,260 | 538,665 | 753,031 | |||||||||
Transaction commission-satisfied at a point of time |
— | 43,144 | 696,072 | |||||||||
Value-added services(1) |
703,305 | 633,804 | 710,137 | |||||||||
Credit solutions-satisfied over time |
484,904 |
472,841 |
520,086 |
|||||||||
Other value-added services-satisfied at a point of time |
218,401 | 160,963 | 190,051 | |||||||||
Total net revenues |
2,473,061 |
2,580,820 |
4,657,019 |
|||||||||
(1) | RMB1,320 million and RMB39 million, RMB1,398 million and RMB36 million, RMB2,580 million and RMB40 million of net revenues were attributable to VAT for freight matching services and value-added services for the years ended December 31, 2019, 2020, and 2021, respectively. The VAT for freight matching services is primarily related to VAT incurred for freight brokerage services, which is assessed based on the total transaction price with the shipper, including the freight charge paid to the trucker (for which the Group is an agent) and the platform service fee earned by the Group. |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.18 |
Revenue recognition - continued |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Contract balances |
||||||||
Freight listings |
315,761 | 377,468 | ||||||
Others |
4,163 | 5,768 | ||||||
|
|
|
|
|||||
Total |
319,924 |
383,236 |
||||||
|
|
|
|
2.19 |
Cost of revenues |
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Gross VAT |
1,813,946 | 1,832,598 | 3,510,749 | |||||||||
Less: VAT refund |
(860,746 | ) | (938,689 | ) | (1,559,814 | ) | ||||||
|
|
|
|
|
|
|||||||
VAT, net |
953,200 |
893,909 |
1,950,935 |
|||||||||
|
|
|
|
|
|
2.20 |
Sales and marketing expenses |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.21 |
Research and development expenses |
2.22 |
General and Administrative expenses |
2.23 |
Operating leases |
2.24 |
Share-based compensation |
2.25 |
Loss per share |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.25 |
Loss per share - continued |
2.26 |
Government grants |
2.27 |
Taxation |
2.28 |
Segment reporting |
2. |
PRINCIPAL ACCOUNTING POLICIES - continued |
2.28 |
Segment reporting - continued |
2.29 |
Comprehensive loss |
2.30 |
Recent accounting pronouncements |
2.31 |
Convenience translation |
3. |
DISCONTINUED OPERATIONS |
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Gross revenues |
2,377,610 | 55,476 | — | |||||||||
Cost of revenues and other operating expenses |
(2,359,600 | ) | (55,024 | ) | — | |||||||
Net income from discontinued operations, net of tax of nil |
18,010 |
452 |
— |
|||||||||
4. |
FAIR VALUE MEASUREMENTS |
As of December 31, 2020 |
Fair Value Measurement at Reporting Date Using |
|||||||||||||||
Description |
Fair Value as of December 31 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level2) |
Significant Unobservable Inputs (Level3) |
||||||||||||
RMB |
RMB |
RMB |
RMB |
|||||||||||||
Exchange traded fund products |
331,092 | 331,092 | — | — | ||||||||||||
Wealth management products |
18,000 | — | 18,000 | — | ||||||||||||
Foreign currency forward contracts |
11,798 | — | 11,798 | — |
As of December 31, 2021 |
Fair Value Measurement at Reporting Date Using |
|||||||||||||||
Description |
Fair Value as of December 31 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level2) |
Significant Unobservable Inputs (Level3) |
||||||||||||
RMB |
RMB |
RMB |
RMB |
|||||||||||||
Exchange traded fund products |
2,013,340 | 2,013,340 | — | — | ||||||||||||
Wealth management products |
30,000 | — | 30,000 | — | ||||||||||||
Foreign currency forward contracts |
914 | — | 914 | — |
4. |
FAIR VALUE MEASUREMENTS - continued |
5. |
BUSINESS COMBINATION |
5. |
BUSINESS COMBINATION - continued |
Amount |
||||
RMB |
||||
Net assets acquired (including cash and cash equivalents of RMB14,772) |
6,589 |
|||
Intangible assets: |
||||
Trademark with an estimated useful life of 10 years |
22,000 |
|||
Platform with an estimated useful life of 5 years |
2,000 |
|||
Goodwill |
84,881 |
|||
Deferred tax liabilities |
(6,000 |
) | ||
Total |
109,470 |
|||
Amount |
||||
RMB |
||||
Total purchase price is comprised of: |
||||
Additional cash consideration paid in 2020 |
32,500 |
|||
Fair value of equity interest in preferred shares previously acquired |
76,970 |
|||
109,470 |
||||
5. |
BUSINESS COMBINATION - continued |
Amount |
||||
RMB |
||||
Net assets acquired (including cash and cash equivalents of RMB3,982) |
4,605 |
|||
Intangible assets: |
||||
Customer relationship with an estimated useful life of 10 years |
18,000 |
|||
Software with an estimated useful life of 8 years |
10,000 |
|||
Goodwill |
61,383 |
|||
Deferred tax liabilities |
(7,000 |
) | ||
Total |
86,988 |
|||
Amount |
||||
RMB |
||||
Total purchase price is comprised of: |
||||
Cash consideration paid in 2021 |
71,733 |
|||
Fair value of equity interest in preferred shares previously acquired |
15,255 |
|||
86,988 |
||||
5. |
BUSINESS COMBINATION - continued |
Amount |
||||
RMB |
||||
Net assets acquired (including cash and cash equivalents of RMB36,657) |
25,409 |
|||
Intangible assets: |
||||
Trademark with an estimated useful life of 10 years |
45,000 |
|||
Non-compete commitment with an estimated useful life of 8 years |
40,000 |
|||
Goodwill |
198,374 |
|||
Deferred tax liabilities |
(21,282 |
) | ||
Total |
287,501 |
|||
Amount |
||||
RMB |
||||
Total purchase price is comprised of: |
||||
Cash consideration paid in 2021 |
210,915 |
|||
Consideration payable |
76,586 |
|||
287,501 |
||||
6. |
SHORT-TERM INVESTMENTS |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Time deposits |
8,382,103 | 19,591,302 | ||||||
Trading securities |
349,092 | 2,043,340 | ||||||
Total Short-term investments |
8,731,195 |
21,634,642 |
||||||
7 . |
ACCOUNTS RECEIVABLE, NET |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Trade Receivable |
97,902 | 32,852 | ||||||
Less: bad debt provision |
(63,173 | ) | (3,713 | ) | ||||
|
|
|
|
|||||
Total Accounts receivable, net |
34,729 |
29,139 |
||||||
|
|
|
|
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance at beginning of year |
(10,397 | ) | (62,087 | ) | (63,173 | ) | ||||||
Provisions for doubtful accounts |
(53,312 | ) | (7,504 | ) | 5,213 | |||||||
Write-off |
1,622 | 6,418 | 54,247 | |||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
(62,087 |
) |
(63,173 |
) |
(3,713 |
) | ||||||
|
|
|
|
|
|
8 . |
LOANS RECEIVABLE, NET |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Loans receivable |
1,354,358 | 1,842,784 | ||||||
Less: allowance for loan losses |
(40,401 | ) | (65,117 | ) | ||||
|
|
|
|
|||||
Loans receivable, net |
1,313,957 |
1,777,667 |
||||||
|
|
|
|
0-30 days past due |
31-60 days past due |
Over 60 days past due |
Total amount past due |
Current |
Total loans |
|||||||||||||||||||
December 31, 2020 (RMB) |
16,137 | 6,755 | 24,182 | 47,074 | 1,307,284 | 1,354,358 | ||||||||||||||||||
December 31, 2021 (RMB) |
22,522 | 14,518 | 47,386 | 84,426 | 1,758,358 | 1,842,784 |
8. |
LOANS RECEIVABLE, NET - continued |
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance at beginning of year |
(19,998 | ) | (92,641 | ) | (40,401 | ) | ||||||
Provisions for doubtful accounts |
(127,790 | ) | (94,160 | ) | (97,658 | ) | ||||||
Write-off |
55,147 | 146,400 | 72,942 | |||||||||
|
|
|
|
|
|
|||||||
Balance at end of year |
(92,641 |
) |
(40,401 |
) |
(65,117 |
) | ||||||
|
|
|
|
|
|
9. |
PREPAYMENTS AND OTHER CURRENT ASSETS |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
VAT refund receivable (1) |
241,814 | 558,099 | ||||||
Funds receivable from third party payment channels |
115,241 | 141,692 | ||||||
Advance to suppliers |
37,850 | 168,117 | ||||||
Interest receivable |
29,820 | 105,027 | ||||||
Deposits mainly for value added services |
8,585 | 4,276 | ||||||
VAT recoverable and prepaid income taxes |
— | 63,354 | ||||||
Others |
23,492 | 59,042 | ||||||
|
|
|
|
|||||
Total |
456,802 |
1,099,607 |
||||||
|
|
|
|
(1) |
VAT refund receivable represents the VAT refund from local governments to incentivize the freight brokerage service. |
10 . |
PROPERTY AND EQUIPMENT, NET |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Furniture, fixtures and equipment |
51,101 | 65,814 | ||||||
Motor vehicles |
7,603 | 5,057 | ||||||
Leasehold improvement |
42,523 | 52,266 | ||||||
Construction in progress |
3,464 | 63,000 | ||||||
Total cost |
104,691 | 186,137 | ||||||
Less: Accumulated depreciation |
(65,707 | ) | (83,979 | ) | ||||
Property and equipment, net |
38,984 |
102,158 |
||||||
11 . |
INVESTMENTS IN EQUITY INVESTEES |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Equity Investments without Readily Determinable Fair Value |
||||||||
Plus Corp (“Plus”) (1) |
460,959 | 1,007,361 | ||||||
Jiayibingding (Beijing) E-commerce Limited (“JYBD”)(2) |
280,000 | 350,000 | ||||||
Others (3) |
69,906 | 879 | ||||||
Equity Method Investments |
||||||||
Guizhou Fubao Digital Venture Capital Partnership (“Fubao Fund”) (4) |
— |
318,588 |
||||||
Others (5) |
64,340 |
1,523 |
||||||
Total Investment |
875,205 |
1,678,351 |
||||||
(1) | Plus is a technology company devoted to autonomous vehicle development. In 2018, the Group acquired 322,768,350 preferred shares of Plus and a warrant to purchase 69,787,575 preferred shares at US$0.2866 per share for a three-year period, with an aggregate cash consideration of RMB460,959. The preferred shares acquired represented 30% equity interest of Plus as of then. In November 2020, the Group’s shareholding was diluted to 26% as a result of the financing activities of Plus. According to the amended Article of the Associate of Plus, certain preferred shares held by the Group are entitled to 4voting rights as of December 31, 2020. During the year ended December 31, 2021, after a series of financing transactions of Plus, including the Group’s exercise of its warrant acquired in 2018 with a cash consideration of RM B preferred shares with a cash consideration of RMB451,822, as of December 31, 2021, the Group had 28.85% equity interest and 56.15% voting rights. However, the Group has no control over Plus as it has no control over the board of directors that makes all significant decisions in relation to the operating and financing activities of Plus. As the preferred shares are not in substance common stock due to the liquidation preference and other preferential rights and have no readily determinable fair value, the Group has accounted for its investment in Plus as an equity investment without readily determinable fair value. |
11. |
INVESTMENTS IN EQUITY INVESTEES - continued |
(2) | JYBD is an E-commerce platform for selling products related to vehicle maintenance and modification. In June 2018, the Group acquired preferred shares of JYBD with a cash consideration of RMB250 million. In September 2019, the Group further invested RMB30 million in JYBD’s preferred shares. As of December 31, 2020, the preferred shares held by the Group represented 23.7% equity interest of JYBD. In the third quarter of 2021, the Company further subscribed preferred shares of JYBDamounting RMB70 million and increased its shareholding ratio to 24.37%. As the preferred shares are not in substance common stock due to the liquidation preference and other preferential rights and have no readily determinable fair value, the Group has accounted for its investment in JYBD as an equity investment without readily determinable fair value.to |
(3) | During the year ended December 31, 2021, the Group recorded a full impairment loss of RMB54,906 based on estimated future cash flows considering the financial condition of Zhaoyou Limited, which was recorded as an equity investment without readily determinable fair value as the shareholding was not in substance common stock. |
(4) |
Fubao fund is a private equity fund incorporated in Guizhou, the PRC. The Group, as a limited partner, acquired 72.58% equity interest of the fund with a cash consideration of RMB323 million in 2021. The Group accounts for the investment as an equity method investment as it does not have a controlling financial interest in the fund and the fund is not a VIE due to the substantive participating rights held by limited partners. |
(5) |
The Group also held an equity method investment in a holding company incorporated in Cayman Island, which invested in a logistic company in Brazil. In the fourth quarter of 2021, the Group recorded a full impairment loss of RMB55,756 based on estimated future cash flows considering the financial conditions of the investee. |
1 2 . |
INTANGIBLE ASSETS, NET |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Software |
27,723 | 40,570 | ||||||
Trademarks |
576,000 | 621,000 | ||||||
Platform |
24,000 | 24,000 | ||||||
Customer relationship |
— | 18,000 | ||||||
Non-compete commitment |
— | 40,000 | ||||||
Less: Accumulated amortization |
(136,444 | ) | (186,554 | ) | ||||
Intangible assets, net |
491,279 |
557,016 |
||||||
13. |
OTHER NON-CURRENT ASSETS |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Prepayment for a new equity method investment |
100,000 | — |
||||||
Prepayment for an office building |
43,000 | — | ||||||
Deposits |
4,000 | — | ||||||
Prepayment for furniture, fixtures and equipment |
— | 3,847 | ||||||
Total |
147,000 |
3,847 |
14. |
SHORT-TERM LOANS |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Short-term borrowing—banks |
— |
9,000 |
||||||
Total |
— |
9,000 |
||||||
15. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Advance from shippers and truckers(1) |
411,577 | 687,971 | ||||||
Payables for repurchase of ordinary shares and share options from employees |
273,790 | — | ||||||
Salaries and welfare payables |
174,142 | 272,702 | ||||||
Consideration payable for acquisition of TYT |
— | 70,760 | ||||||
Deposit from truckers for value added service |
47,251 | 53,820 | ||||||
Accrued rental and other service fees |
20,388 | 56,095 | ||||||
Others |
14,494 | 64,831 | ||||||
Total |
941,642 |
1,206,179 |
||||||
(1) |
Representing the refundable prepayments from shippers and truckers for future shipping arrangements under freight brokerage services and value-added services. |
16. |
MEZZANINE EQUITY |
Series |
Average Issue Price per Share |
Issuance Date |
Shares Issued at issuance date |
Issued and Outstanding shares before conversion upon |
Proceeds from Issuance, net of issuance cost |
Accretion of interest |
Modification of Mezzanine equity |
Repurchase of preferred shares |
Conversion of preferred shares Amount |
Carrying Amount |
||||||||||||||||||||||||||||||
USD |
USD |
USD |
USD |
USD |
USD |
USD |
||||||||||||||||||||||||||||||||||
A-1 |
0.03386 | /05/2015 | 1,139,355,179 | 949,479,433 | 119,697 | — | — | (19,948 | ) | (99,749 | ) | — | ||||||||||||||||||||||||||||
A-2 |
0.09305 | /08/2015 | 214,928,417 | 204,934,452 | 29,062 | — | — | (1,351 | ) | (27,711 | ) | — | ||||||||||||||||||||||||||||
A-3 |
0.09305 | /07/2016 | 376,124,692 | 358,930,419 | 50,859 | — | — | (2,325 | ) | (48,534 | ) | — | ||||||||||||||||||||||||||||
A-4 |
0.16048 | /04/2017 | 1,431,243,120 | 1,425,011,610 | 243,899 | 54,684 | — | (1,300 | ) | (297,283 | ) | — | ||||||||||||||||||||||||||||
A-5 |
0.00009 | /03/2014 | 724,612,240 | 687,241,088 | 65 | 20 | — | (5 | ) | (80 | ) | — | ||||||||||||||||||||||||||||
A-5 |
0.00001 | /05/2018 | 48,936,447 | 48,936,447 | 9,616 | — | — | — | (9,616 | ) | — | |||||||||||||||||||||||||||||
A-6 |
0.00578 | /06/2014 | 397,653,060 | 397,653,060 | 2,300 | 690 | — | — | (2,990 | ) | — | |||||||||||||||||||||||||||||
A-7 |
0.02608 | /01/2015 | 695,016,200 | 695,016,200 | 18,128 | 5,438 | — | — | (23,566 | ) | — | |||||||||||||||||||||||||||||
A-8 |
0.07651 | /07/2015 | 392,106,200 | 392,106,200 | 30,000 | 9,000 | — | — | (39,000 | ) | — | |||||||||||||||||||||||||||||
A-9 |
0.10862 | / 07/2016 |
303,819,062 | 133,697,101 |
33,000 | 9,900 | — |
(24,022 | ) |
(18,878 | ) |
— |
||||||||||||||||||||||||||||
A-10 |
0.13207 | /12/2016 | 272,591,789 | 272,591,789 | 36,000 | 10,800 | — | — | (46,800 | ) | — | |||||||||||||||||||||||||||||
A-10 |
0.15550 | /12/2017 | 3,154,996 | 3,154,996 | 491 | 51 | — | — | (542 | ) | — | |||||||||||||||||||||||||||||
A-11 |
0.16015 | /03/2017 | 249,759,201 | 249,759,201 | 40,000 | 12,000 | — | — | (52,000 | ) | — | |||||||||||||||||||||||||||||
A-12 |
0.16588 | /09/2017 | 429,972,942 | 429,972,942 | 71,325 | 21,398 | — | — | (92,723 | ) | — | |||||||||||||||||||||||||||||
A-13 |
0.16048 | /10/2018 | 186,944,757 | 186,944,757 | 30,000 | 9,000 | — | — | (39,000 | ) | — | |||||||||||||||||||||||||||||
A-14 |
0.16048 | /01/2018 | 281,297,804 | 281,297,804 | 45,141 | 13,542 | — | — | (58,683 | ) | — | |||||||||||||||||||||||||||||
A-15 |
0.36740 | /05/2018 | 5,204,626,301 | 5,204,626,301 | 1,900,668 | 573,655 | 8,346 | — | (2,482,669 | ) | — | |||||||||||||||||||||||||||||
A-16 |
0.57436 | /11/2020 | 2,942,381,074 | 2,942,381,074 | 1,689,511 | 90,064 | — | — | (1,779,575 | ) | — | |||||||||||||||||||||||||||||
A-16 |
0.57436 | /06/2021 | 104,463,233 | 104,463,233 | 60,000 | — | — | — | (60,000 | ) | — | |||||||||||||||||||||||||||||
Total |
15,398,986,714 |
14,968,198,107 |
4,409,762 |
810,242 |
8,346 |
(48,951 |
) |
(5,179,399 |
) |
— |
16. |
MEZZANINE EQUITY - continued |
17. |
ORDINARY SHARES |
17. |
ORDINARY SHARES - continued |
18. |
INCOME TAXES |
18. |
INCOME TAXES - continued |
Years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net loss (income) from PRC operations |
995,145 | (145,611 | ) | (56,957 | ) | |||||||
Net loss from non-PRC operations |
561,198 | 3,597,207 | 3,697,294 | |||||||||
Total net loss before tax |
1,556,343 |
3,451,596 |
3,640,337 |
|||||||||
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Current tax expenses |
9,663 | 31,844 | 27,018 | |||||||||
Deferred tax benefits |
(24,339 | ) | (12,508 | ) | (12,827 | ) | ||||||
Income tax (benefit) expense |
(14,676 |
) |
19,336 |
14,191 |
||||||||
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
PRC statutory tax rate |
25.00% |
25.00% |
25.00% |
|||||||||
Effect of different tax rates of subsidiaries operating in other jurisdictions |
2.31% |
0.89% |
0.96% |
|||||||||
Preferential tax rates and local tax exemptions |
(0.45% |
) |
(0.22% |
) |
(0.44% |
) | ||||||
Expenses/losses not deductible for tax purposes |
(9.63% |
) |
(0.71% |
) |
(0.91% |
) | ||||||
Research and development expenses super deduction |
3.30% |
2.00% |
2.65% |
|||||||||
Compensation cost in relation to ordinary shares and options |
(11.37% |
) |
(26.95% |
) |
(26.36% |
) | ||||||
True up |
(0.00% |
) |
(0.00% |
) |
(0.04% |
) | ||||||
Effect of change of valuation allowance |
(8.22% |
) |
(0.57% |
) |
(1.25% |
) | ||||||
Effective tax rate |
0.94% |
(0.56% |
) |
(0.39% |
) | |||||||
18. |
INCOME TAXES - continued |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Deferred tax assets |
||||||||
—Advertising and business promotion expenditure |
11,676 | 5,997 | ||||||
—Impairment loss |
182,876 | 177,368 | ||||||
—Allowance for doubtful accounts |
24,026 | 15,431 | ||||||
—Loan loss provision |
23,207 | 23,985 | ||||||
—Accrued expense |
2,309 | 5,792 | ||||||
—Net operating loss carry forwards |
521,022 | 598,975 | ||||||
—Others |
1,204 | 4,268 | ||||||
Less: valuation allowance |
(747,354 | ) | (811,324 | ) | ||||
Net deferred tax assets |
18,966 |
20,492 |
||||||
Deferred tax liabilities |
||||||||
—Identifiable intangible assets from business combination |
118,783 | 135,764 | ||||||
Total deferred tax liabilities |
118,783 |
135,764 |
||||||
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Balance at beginning of the year |
599,633 | 727,508 | 747,354 | |||||||||
Addition |
127,875 | 19,846 | 63,970 | |||||||||
Total |
727,508 |
747,354 |
811,324 |
|||||||||
19. |
RELATED PARTY TRANSACTIONS |
Related Party |
Relationship with the Group | |
JYBD |
An affiliate of the Group | |
Euclidean |
An entity controlled by management founder of an affiliate of the Group | |
Sigma |
An entity controlled by management founder of an affiliate of the Group | |
Plus |
An affiliate of the Group | |
Hangzhou Yinghuo Internet Technology Limited (Yinghuo) |
An entity over which management has a significant influence | |
Horgos Yinghuo Management Consulting Co., Ltd. (Horgos) |
An entity over which management has a significant influence | |
Truck Champion Limited (Champion) |
An affiliate of the Group | |
Dai WJ Holding limited (DWJ) |
An entity controlled by a management shareholder of the Group | |
Capital Champion Holdings Limited (Capital) |
An entity controlled by a shareholder of the Group | |
DWJ Partners Limited (DWJ Partners) |
An entity controlled by a management shareholder of the Group | |
Liu XF Holdings Limited (LXF) |
An entity controlled by a shareholder of the Group | |
Tang TG Holdings Limited (TTG) |
An entity controlled by a shareholder of the Group | |
Luo P Holdings Limited (LP) |
An entity controlled by a shareholder of the Group | |
Geng XF Holding Limited (GXF) |
An entity controlled by a shareholder of the Group | |
SVF Bumble (Cayman) Limited (SVF) |
A shareholder of Champion | |
Others |
Executives of the Group |
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Value-added service revenue from JYBD |
— | 9,434 | — | |||||||||
Value-added service revenue from Horgos |
— | 899 | — | |||||||||
Value-added service revenue from Yinghuo |
2,235 | — | — | |||||||||
Total |
2,235 |
10,333 |
— |
|||||||||
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Service fee to JYBD |
— |
— |
12,500 | |||||||||
Total |
— | — | 12,500 |
|||||||||
19. |
RELATED PARTY TRANSACTIONS - continued |
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Current assets: |
||||||||
Service fee prepaid to JYBD |
— |
7,075 | ||||||
Total |
— |
7,075 |
||||||
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Current liabilities: |
||||||||
Consideration payable for repurchase of ordinary shares and options from executives of the Group |
77,556 | — | ||||||
Consideration payable for repurchase of ordinary shares from DWJ . |
61,726 | 80,501 | ||||||
Consideration payable for repurchase of ordinary shares from LXF |
16,414 | 15,939 | ||||||
Consideration payable for repurchase of ordinary shares from Euclidean |
8,156 | 7,970 | ||||||
Consideration payable for repurchase of ordinary shares from Sigma |
8,156 | 7,970 | ||||||
Consideration payable for equity investment in Plus |
771 | — | ||||||
Consideration payable for repurchase of ordinary shares from TTG |
— | 25,503 | ||||||
Consideration payable for repurchase of ordinary shares from DWJ Partners |
— | 1,847 | ||||||
Consideration payable for repurchase of ordinary shares from GXF |
— | 12,751 | ||||||
Consideration payable for repurchase of ordinary shares from C apital |
— | 27,378 | ||||||
Total |
172,779 |
179,859 |
||||||
20 . |
SHARE-BASED COMPENSATION |
Employee |
options: |
• | Options classified as liability |
20. |
SHARE-BASED COMPENSATION - continued |
Employee |
options : - continued |
• | Options classified as liability - continued |
Number of options |
Weighted average exercise price |
Aggregate intrinsic value |
||||||||||
US$ |
US$ |
|||||||||||
Outstanding at January 1, 2019 |
89,840,646 |
0.00001 |
18,812 |
|||||||||
Exercised |
(49,814,073 | ) | 0.00001 | — | ||||||||
Outstanding at December 31, 2019 |
40,026,573 |
0.00001 |
10,350 |
|||||||||
Exercised |
(23,391,140 | ) | 0.00001 | — | ||||||||
Reclassified as equity |
(16,635,433 | ) | 0.00001 | 5,110 | ||||||||
Outstanding at December 31, 2020 |
— |
— |
— |
|||||||||
Exercisable at December 31, 2020 |
— |
— |
— |
• | Options classified as equity |
20. |
SHARE-BASED COMPENSATION - continued |
Employee |
options: - continued |
• |
Options classified as equity - continued |
Number of options |
Weighted average exercise price |
Weighted average remaining contract life |
Weighted average grant date fair value |
Aggregate intrinsic value |
||||||||||||||||
US$ |
US$ |
|||||||||||||||||||
Outstanding at December 31, 2020 |
418,452,697 |
0.000007 |
8.56 |
0.2569 |
165,035 |
|||||||||||||||
Granted |
894,515,686 | 0.000010 | 0.7195 | |||||||||||||||||
Exercised |
(866,230,796 | ) | 0.000010 | 0.6822 | ||||||||||||||||
Forfeited |
(18,159,814 | ) | 0.000008 | 0.4491 | ||||||||||||||||
Outstanding at December 31, 2021 |
428,577,773 |
0.000010 |
8.75 |
0.4547 |
179,544 |
|||||||||||||||
Vested and expected to vest |
428,577,773 |
0.000010 |
8.75 |
0.4547 |
179,544 |
|||||||||||||||
Exercisable at December 31, 2021 |
93,474,222 | 0.000008 | 6.93 | 0.2414 | 39,118 | |||||||||||||||
20. |
SHARE-BASED COMPENSATION - continued |
Employee |
options: - continued |
• |
Options classified as equity - continued |
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Expected volatility |
34.2%~35.9% | 35.9%~39.3% | 37.2%~38.1% | |||||||||
Risk-free interest rate (per annum) |
1.67%~2.46% | 0.30%~1.04% | 1.00%~1.96% | |||||||||
Exercise multiples |
2.8 | 2.8 | 2.8 (1) |
|||||||||
Expected dividend yield |
0.00% | 0.00% | 0.00% | |||||||||
Fair value of underlying ordinary shares |
$ | 0.216~0.259 | $ | 0.261~0.395 | $ | 0.370~1.050 | ||||||
Fair value of share option |
$ | 0.293~0.305 | $ | 0.294~0.395 | $ | 0.370~1.050 |
(1) | Exercise multiples defines the early exercise strategy of the grantees and only applies to binomial option pricing model. |
20. |
SHARE-BASED COMPENSATION - continued |
Employee |
options: - continued |
• |
Options classified as equity - continued |
Number of restricted share units |
Weighted average grant date fair value |
|||||||
USD |
||||||||
Unvested at January 1, 2019 |
68,045,550 |
0.1965 |
||||||
Vested |
(17,011,388 |
) |
0.1965 |
|||||
Unvested at December 31, 2019 |
51,034,162 |
0.1965 |
||||||
Vested |
(51,034,162 | ) | 0.1965 | |||||
Unvested at December 31, 2020 |
— |
— |
||||||
|
|
|
|
Number of restricted share s |
Weighted average grant date fair value |
|||||||
USD |
||||||||
At January 1, 2021 |
— |
— |
||||||
Grant |
968,198 |
15.68 |
||||||
|
|
|
|
|
|
|
|
|
Unvested at December 31, 2021 |
968,198 |
15.68 |
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
General and administrative expenses |
455,634 | 3,341,145 | 3,728,421 | |||||||||
Selling and marketing expense |
— | 94,640 | 56,975 | |||||||||
Research and development expense |
— | 42,680 | 48,777 | |||||||||
Cost of revenues |
— | 7,842 | 3,740 | |||||||||
|
|
|
|
|
|
|||||||
Total |
455,634 |
3,486,307 |
3,837,913 |
|||||||||
|
|
|
|
|
|
21. |
LOSS PER SHARE |
For the years ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Numerator |
||||||||||||
Net loss available to Full Truck Alliance Co. Ltd. from continuing operations |
(1,541,660 | ) | (3,470,924 | ) | (3,654,448 | ) | ||||||
Net income available to Full Truck Alliance Co. Ltd. from discontinued operations |
18,010 | 452 | — | |||||||||
Net loss available to Full Truck Alliance Co. Ltd |
(1,523,650 | ) | (3,470,472 | ) | (3,654,448 | ) | ||||||
Deemed dividend |
— | (120,086 | ) | (518,432 | ) | |||||||
Net loss available to ordinary shareholders—basic and diluted |
(1,523,650 | ) | (3,590,558 | ) | (4,172,880 | ) | ||||||
Denominator |
||||||||||||
Weighted average number of ordinary shares outstanding—basic and diluted |
3,299,723,079 | 3,423,687,654 | 13,445,972,280 | |||||||||
Basic and diluted loss per share-continuing operations |
(0.47 | ) | (1.05 | ) | (0.31 | ) | ||||||
Basic and diluted earnings per share-discontinued operations |
0.01 | 0.00 | — | |||||||||
|
|
|
|
|
|
|||||||
Basic and diluted loss per share |
(0.46 |
) |
(1.05 |
) |
(0.31 |
) | ||||||
|
|
|
|
|
|
As of December 31, |
||||||||
2020 |
2021 |
|||||||
RMB |
RMB |
|||||||
Convertible redeemable preferred shares |
15,033,856,835 | — |
||||||
Share options |
418,452,697 | 428,577,773 |
22. |
EMPLOYEE BENEFIT |
23. |
RISKS AND CONCENTRATIONS |
24. |
RESTRICTED NET ASSETS |
25. |
COMMITMENTS AND CONTINGENCIES |
As of December 31, 2021 |
||||
RMB |
||||
2022 |
18,746 | |||
2023 |
13,922 | |||
2024 |
7,167 | |||
2025 |
4,320 | |||
2026 |
— | |||
44,155 |
||||
25. |
COMMITMENTS AND CONTINGENCIES - continued |
26. |
SUBSEQUENT EVENT |
26. |
SUBSEQUENT EVENT - continued |
As of December 31, |
||||||||||||
2020 |
2021 |
2021 |
||||||||||
RMB |
RMB |
USD |
||||||||||
(Note 2) |
||||||||||||
ASSETS |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
7,025,967 | 1,032,540 | 162,028 | |||||||||
Short-term investments |
6,270,302 | 17,866,528 | 2,803,648 | |||||||||
Prepayments and other current assets |
13,762 | 113,595 | 17,826 | |||||||||
|
|
|
|
|
|
|||||||
Total current assets |
13,310,031 |
19,012,663 |
2,983,502 |
|||||||||
Investment in and amount due from subsidiaries/VIEs |
9,675,404 | 11,885,179 | 1,865,044 | |||||||||
Long-term investments |
522,672 | 1,007,361 | 158,077 | |||||||||
|
|
|
|
|
|
|||||||
Total non-current assets |
10,198,076 |
12,892,540 |
2,023,121 |
|||||||||
|
|
|
|
|
|
|||||||
TOTAL ASSETS |
23,508,107 |
31,905,203 |
5,006,623 |
|||||||||
|
|
|
|
|
|
|||||||
LIABILITIES |
||||||||||||
Accounts payable |
— | 42 | 7 | |||||||||
Amounts due to related parties |
172,779 | 179,859 | 28,224 | |||||||||
Income tax payable |
— | 9,084 | 1,425 | |||||||||
Other tax payable |
— | 250,008 | 39,232 | |||||||||
Accrued expenses and other current liabilities |
283,524 | 10,765 | 1,690 | |||||||||
|
|
|
|
|
|
|||||||
TOTAL LIABILITIES |
456,303 |
449,758 |
70,578 |
|||||||||
|
|
|
|
|
|
|||||||
MEZZANINE EQUITY |
31,535,947 |
— |
— |
|||||||||
SHAREHOLDERS’ (DEFICIT) EQUITY |
||||||||||||
Class A Ordinary shares (US$0.00001 par value, 33,562,015,467 and 40,000,000,000 shares authorized, 3,517,944,736 and 18,559,858,605shares issued and outstanding as of December 31, 2020 and 2021,respectively) |
233 | 1,201 | 188 | |||||||||
Class B Ordinary shares (US$0.00001 par value, 963,610,653 and10,000,000,000 shares authorized, 963,610,653 and 3,269,099,726 issued and outstanding as of December 31, 2020 and 2021, respectively) |
63 | 215 | 34 | |||||||||
Additional paid-in capital |
3,809,060 | 49,245,773 | 7,727,736 | |||||||||
Accumulated other comprehensive income |
1,072,307 | 538,650 | 84,526 | |||||||||
Subscription receivable |
— | (1,310,140 | ) | (205,590 | ) | |||||||
Accumulated deficit |
(13,365,806 | ) | (17,020,254 | ) | (2,670,849 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL SHAREHOLDERS’ (DEFICIT) EQUITY |
(8,484,143 |
) |
31,455,445 |
4,936,045 |
||||||||
|
|
|
|
|
|
|||||||
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ (DEFICIT) EQUITY |
23,508,107 |
31,905,203 |
5,006,623 |
|||||||||
|
|
|
|
|
|
Years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
||||||||||||||
RMB |
RMB |
RMB |
USD |
|||||||||||||
(Note 2) |
||||||||||||||||
Cost and operating expenses |
(712,108 | ) | (3,729,055 | ) | (3,959,299 | ) | (621,300 | ) | ||||||||
Interest income |
176,925 | 93,897 | 153,749 | 24,127 | ||||||||||||
Investment income |
— | — | (379 | ) | (59 | ) | ||||||||||
Fair value change in trading securities |
— | — | 18,333 | 2,877 | ||||||||||||
Impairment loss and others |
— | — | (44,348 | ) | (6,960 | ) | ||||||||||
Equity in losses of equity investees |
(1,444 | ) | (10,975 | ) | (5,696 | ) | (894 | ) | ||||||||
Income tax expenses |
— | — | (14,090 | ) | (2,211 | ) | ||||||||||
Equity in (loss) profit income of subsidiaries, VIEs and VIEs’ subsidiaries |
(987,023 | ) | 175,661 | 197,282 | 30,957 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to Full Truck Alliance Co. Ltd. |
(1,523,650 |
) |
(3,470,472 |
) |
(3,654,448 |
) |
(573,463 |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Other comprehensive income (loss) |
||||||||||||||||
Foreign currency translation adjustments, net of tax of nil |
89,399 | (498,157 | ) | (533,657 | ) | (83,742 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Total comprehensive loss attributable to Full Truck Alliance Co. Ltd. |
(1,434,251 |
) |
(3,968,629 |
) |
(4,188,105 |
) |
(657,205 |
) | ||||||||
|
|
|
|
|
|
|
|
Years ended December 31, |
||||||||||||||||
2019 |
2020 |
2021 |
2021 |
|||||||||||||
RMB |
RMB |
RMB |
USD |
|||||||||||||
Cash flows from operating activities: |
(Note 2) |
|||||||||||||||
Net loss attribute to ordinary shareholders |
(1,523,650 |
) |
(3,470,472 |
) |
(3,654,448 |
) |
(573,463 |
) | ||||||||
Adjustments to reconcile net loss to net cash used in operating activities |
||||||||||||||||
Equity in income (loss) of subsidiaries, VIEs and VIEs’ subsidiaries |
987,023 | (175,661 | ) | (197,282 | ) | (30,957 | ) | |||||||||
Share-based compensation |
455,634 | 3,254,335 | 3,628,602 | 569,407 | ||||||||||||
Modification of share options |
— | 231,972 | 209,311 | 32,845 | ||||||||||||
Equity in loss of unconsolidated investees |
1,444 | 10,975 | 5,696 | 894 | ||||||||||||
Net gain from disposal of investment in equity investees |
— | — | 379 | 59 | ||||||||||||
Unrealized gains from fair value changes of trading securities |
— | — | (18,333 | ) | (2,877 | ) | ||||||||||
Foreign exchange loss |
— |
— |
2,917 | 458 | ||||||||||||
Impairment loss |
— | — | 43,708 | 6,859 | ||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Prepayments and other current assets |
849 | 22,727 | (108,119 | ) | (16,966 | ) | ||||||||||
Accounts payable |
— | — | 42 | 7 | ||||||||||||
Amounts due to related parties |
28,669 | 22,242 | (31,213 | ) | (4,898 | ) | ||||||||||
Income tax payable |
— | — | 9,084 | 1,425 | ||||||||||||
Accrued expenses and other current liabilities |
— | 91,377 | (78,313 | ) | (12,289 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
(50,031 |
) |
(12,505 |
) |
(187,969 |
) |
(29,496 |
) | ||||||||
Cash flows from investing activities: |
||||||||||||||||
Purchases of short-term investments |
(4,404,601 | ) | (6,766,468 | ) | (19,376,170 | ) | (3,040,544 | ) | ||||||||
Maturity of short-term investments |
3,107,061 | 4,638,930 | 7,464,384 | 1,171,325 | ||||||||||||
Payment for investment in equity investees |
(75,739 | ) | (19,312 | ) | (580,888 | ) | (91,154 | ) | ||||||||
Return from dissolution of an equity investment |
— | — | 11,929 | 1,872 | ||||||||||||
Loans to related parties |
(48,458 | ) | (63,482 | ) | — | — | ||||||||||
Repayment of loans from related parties |
— | 109,792 | — | — | ||||||||||||
Investment in subsidiaries and VIEs |
(91,803 | ) | (493,225 | ) | (2,081,323 | ) | (326,605 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
(1,513,540 |
) |
(2,593,765 |
) |
(14,562,068 |
) |
(2,285,106 |
) | ||||||||
Cash flows from financing activities: |
||||||||||||||||
Cash paid for repurchase of ordinary shares and preferred shares |
(384,880 | ) | (557,836 | ) | (2,585,437 | ) | (405,711 | ) | ||||||||
Proceeds from issuing preferred shares, net of issuance cost |
— | — | 385,788 | 60,539 | ||||||||||||
Proceeds from initial public offerings, net |
— | — | 11,059,043 | 1,735,405 | ||||||||||||
Proceeds from exercise of share options |
— | 87 | 20 | 3 | ||||||||||||
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost |
1,672,415 | 11,081,037 | — | — | ||||||||||||
Loan to a shareholder pledged by preferred shares |
— | (1,310,140 | ) | — | — | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
1,287,535 |
9,213,148 |
8,859,414 |
1,390,236 |
||||||||||||
Effect of exchange rate changes on cash and cash equivalents |
36,656 |
(274,587 |
) |
(102,804 |
) |
(16,134 |
) | |||||||||
Net (decrease) increase in cash and cash equivalents |
(239,380 |
) |
6,332,291 |
(5,993,427 |
) |
(940,500 |
) | |||||||||
Cash and cash equivalents, beginning of the year |
933,056 |
693,676 |
7,025,967 |
1,102,528 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the year |
693,676 |
7,025,967 |
1,032,540 |
162,028 |
||||||||||||
|
|
|
|
|
|
|
|
1) | Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X, which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of condensed consolidated net assets as of the end of the most recently completed fiscal year. The Company does not include financial information as to the changes in equity as such financial information is the same as the consolidated statements of changes in shareholders’ equity. |
2) | The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and VIEs. For the parent company, the Company records its investments in subsidiaries and VIEs under the equity method of accounting as prescribed in ASC 323, Investments—Equity Method and Joint Ventures. Such investments are presented on the Condensed Balance Sheets as “Investment in subsidiaries and VIEs” and the subsidiaries and VIE’s profit or loss as “Equity in losses of subsidiaries, VIEs and VIEs’ subsidiaries” on the Condensed Statements of Operations and Comprehensive Loss. Ordinarily under the equity method, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the carrying value of the investment has been reduced to nil absent an undertaking by the investor to provide continuing support and fund losses. For the purpose of this Schedule I, the parent company has continued to reflect its share, based on its proportionate interest, of the losses of subsidiaries and VIE in investment in and amount due from subsidiaries and VIEs even though the parent company is not obligated to provide continuing support or fund losses. |
3) | For the years ended December 31, 2019, 2020 and 2021, there were no material contingencies, significant provisions of long-term obligations, or guarantees of the Company. |
Exhibit 2.4
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934
(the Exchange Act)
As of December 31, 2021, Full Truck Alliance Co. Ltd. (we, us, our Company, our, and FTA) had the following series of securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
American Depositary Shares, each representing 20 Class A ordinary shares |
YMM | New York Stock Exchange | ||
Class A ordinary shares, US$0.00001 par value per share* | New York Stock Exchange |
* | Not for trading, but only in connection with the registration of American Depositary Shares representing such Class A ordinary shares pursuant to the requirements of the Securities and Exchange Commission. |
Description of Ordinary Shares (Items 9.A.3, 9.A.5, 9.A.6, 9.A.7, 10.B.3, 10.B.4, 10.B.6, 10.B.7, 10.B.8, 10.B.9 and 10.B.10 of Form 20-F)
General
We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised), as amended, of the Cayman Islands, which is referred to as the Companies Act below, and the common law of the Cayman Islands.
Our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each share of our company has par value of US$0.00001 per share. The respective number of Class A ordinary shares and Class B ordinary shares that had been issued as of December 31, 2021 is provided on the cover of our annual report on Form 20-F for the year ended December 31, 2021.
Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. All of our issued ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.
Dividends
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our sixth amended and restated memorandum and articles of association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our board of directors determine is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act. Holders of Class A ordinary shares and Class B ordinary shares will be entitled to the same amount of dividends, if declared.
Voting Rights
In respect of all matters upon which the ordinary shares are entitled to vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 30 votes, voting together as one class. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the nominal value of the total issued voting shares of our company present in person or by proxy.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of votes cast attached to the ordinary shares in a general meeting. A special resolution will be required for important matters such as a change of name or making changes to our sixth amended and restated memorandum and articles of association.
Conversion
Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.
Transfer of Ordinary Shares
Subject to the restrictions contained in our sixth amended and restated memorandum and articles of association, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up, or which is issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably re-quire to show the right of the transferor to make the transfer; |
| the instrument of transfer is in respect of only one class of ordinary shares; |
| the instrument of transfer is properly stamped, if required; |
| in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
| a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
If our directors refuse to register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required of the NYSE, be suspended and the register of members closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 days in any year as our board may determine.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption of Ordinary Shares
Subject to the provisions of the Companies Act and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.
Variations of Rights of Shares
If at any time, our share capital is divided into different classes of shares, the rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without an affirmative vote of not less than two-thirds of the votes cast in a general meeting of that class. The rights conferred upon the holders of the shares or any class of shares shall not, unless otherwise expressly provided by the terms of issue of such shares, be deemed to be varied by the creation, redesignation, or issue of shares ranking pari passu with such shares.
General Meetings of Shareholders
Shareholders meetings may be convened by a majority of our board of directors. Advance notice of at least ten clear days is required for the convening of our annual general shareholders meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of any one or more holders of a majority of the aggregate voting power of all of the ordinary shares present in person or by proxy.
Inspection of Books and Records
Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we have in our articles provided our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements.
Changes in Capital
We may from time to time by ordinary resolution:
| increase our share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as we in general meeting may determine; |
| consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares; |
| by subdivision of its existing shares or any of them divide the whole or any part of our share capital into shares of smaller amount than is fixed by our sixth amended and restated memorandum and articles of association; or |
| cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person. |
We may by special resolution reduce our share capital or any capital redemption reserve fund in any manner permitted by law.
Exempted Company
We are an exempted company with limited liability incorporated under the Companies Act. The Companies Act in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:
| an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies of the Cayman Islands; |
| an exempted companys register of members is not open to inspection; |
| an exempted company does not have to hold an annual general meeting; |
| an exempted company may issue no par value shares; |
| an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
| an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
| an exempted company may register as a limited duration company; and |
| an exempted company may register as a segregated portfolio company. |
Limited liability means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. As a public company, we are subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. As our ADSs are listed on NYSE, we are also subject to the rules of NYSE, but we intend to follow home country practice for certain corporate governance practices in lieu of NYSE corporate governance listing standards. See Item 3. Risk Factors Risks Relating to Our ADSs As a foreign private issuer, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards. of our annual report on Form 20-F for the year ended December 31, 2021.
Differences in Corporate Law
The Companies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.
Mergers and Similar Arrangements
A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by a special resolution of the members of each constituent company.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Cayman Companies Act. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent seventy-five per cent in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| the statutory provisions as to the required majority vote have been met; |
| the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
| the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders Suits
In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:
| a company acts or proposes to act illegally or ultra vires; |
| the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| those who control the company are perpetrating a fraud on the minority. |
Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a companys articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our sixth amended and restated memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our sixth amended and restated memorandum and articles of association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Anti-Takeover Provisions in the Memorandum and Articles of Association
Some provisions of our sixth amended and restated memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.
However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our sixth amended and restated memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.
Directors Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the companya duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our sixth amended and restated amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
Neither Cayman Islands law nor our sixth amended and restated amended and restated articles of association allow our shareholders to requisition a shareholders meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders annual general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporations certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholders voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under Cayman Islands law, but our sixth amended and restated amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the issued shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our sixth amended and restated amended and restated articles of association, directors may be removed by ordinary resolution.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an interested shareholder for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the targets outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the targets board of directors.
Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, the directors of the company are required to comply with fiduciary duties which they owe to the company under Cayman Islands law, including the duty to ensure that, in their opinion, such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding Up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporations outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.
Under the Companies Act of the Cayman Islands and our sixth amended and restated amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting or the unanimous written resolution of all shareholders.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our sixth amended and restated amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporations governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our sixth amended and restated memorandum and articles of association may only be amended by special resolution or the unanimous written resolution of all shareholders.
Rights of Non-Resident or Foreign Shareholders
There are no limitations imposed by our sixth amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our sixth amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.
Directors Power to Issue Shares
Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.
Description of Debt Securities, Warrants and Rights and Other Securities (Items 12.A, 12.B and 12.C of Form 20-F)
Not applicable
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
Deutsche Bank Trust Company Americas, as depositary, registers and delivers the ADSs. Each ADS represents ownership of twenty Class A ordinary shares, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS also represents ownership of any other securities, cash or other property which may be held by the depositary. The depositarys corporate trust office at which the ADSs are administered is located at 60 Wall Street, New York, NY 10005, USA. The principal executive office of the depositary is located at 60 Wall Street, New York, NY 10005, USA.
Our ADSs are governed by the depositary agreement, a form of which has been attached to the Registration Statement on Form F-6 (File No. 333-257112), as amended, filed with the SEC on June 15, 2021.
The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.
We will not treat ADS holders as our shareholders and accordingly, you, as an ADS holder, will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs. See Jurisdiction and Arbitration.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of American Depositary Receipt.
Holding the ADSs
How will you hold your ADSs?
You may hold ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (b) by holding ADSs in DRS, or (2) indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. ADSs will be issued through DRS, unless you specifically request certificated ADRs. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent as of the record date (which will be as close as practicable to the record date for our ordinary shares) set by the depositary with respect to the ADSs.
Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution we pay on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities or other entitlements under the terms of the deposit agreement into U.S. dollars if it can do so on a practicable basis, and can transfer the U.S. dollars to the United States and will distribute promptly the amount thus received. If the depositary shall determine in its judgment that such conversions or transfers are not practical or lawful or if any government approval or license is needed and cannot be obtained at a reasonable cost within a reasonable period or otherwise sought, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold or cause the custodian to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid and such funds will be held for the respective accounts of the ADS holders. It will not invest the foreign currency and it will not be liable for any interest for the respective accounts of the ADS holders.
Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, that must be paid, will be deducted. See Item 10. Additional Information E. Taxation of our annual report on Form 20-F for the year ended December 31, 2021. It will distribute only whole U.S. dollars and cents and will round down fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Shares. For any ordinary shares we distribute as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing such ordinary shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional ordinary shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution.
Elective Distributions in Cash or Shares. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the ADSs. We must timely first instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practicable to make such elective distribution available to you. In such case, the depositary shall, on the basis of the same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares.
Rights to Purchase Additional Shares. If we offer holders of our ordinary shares any rights to subscribe for additional shares, the depositary shall having received timely notice as described in the deposit agreement of such distribution by us, consult with us, and we must determine whether it is lawful and reasonably practicable to make these rights available to you. We must first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is legal to do so. If the depositary decides it is not legal or reasonably practicable to make the rights available but that it is lawful and reasonably practicable to sell the rights, the depositary will endeavor to sell the rights and in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper distribute the net proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.
If the depositary makes rights available to you, it will establish procedures to distribute such rights and enable you to exercise the rights upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The Depositary shall not be obliged to make available to you a method to exercise such rights to subscribe for ordinary shares (rather than ADSs).
U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.
There can be no assurance that you will be given the opportunity to exercise rights on the same terms and conditions as the holders of ordinary shares or be able to exercise such rights.
Other Distributions. Subject to receipt of timely notice, as described in the deposit agreement, from us with the request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will distribute to you anything else we distribute on deposited securities by any means it may deem practicable, upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. If any of the conditions above are not met, the depositary will endeavor to sell, or cause to be sold, what we distributed and distribute the net proceeds in the same way as it does with cash; or, if it is unable to sell such property, the depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration, such that you may have no rights to or arising from such property.
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if we and/or the depositary determines that it is illegal or not practicable for us or the depositary to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitled thereto.
How do ADS holders cancel an American Depositary Share?
You may turn in your ADSs at the depositarys corporate trust office or by providing appropriate instructions to your broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, to the extent permitted by law.
How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.
Voting Rights
How do you vote?
You may instruct the depositary to vote the ordinary shares or other deposited securities underlying your ADSs at any meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited securities. Otherwise, you could exercise your right to vote directly if you withdraw the ordinary shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the ordinary shares.
If we ask for your instructions and upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as described in the deposit agreement, the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited securities, and arrange to deliver our voting materials to you. The materials will include or reproduce (a) such notice of meeting or solicitation of consents or proxies; (b) a statement that the ADS holders at the close of business on the ADS record date will be entitled, subject to any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited securities, to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the ordinary shares or other deposited securities represented by such holders ADSs; and (c) a brief statement as to the manner in which such instructions may be given to the depositary or deemed given in accordance with the second to last sentence of this paragraph if no instruction is received by the depositary to give a discretionary proxy to a person designated by us. Voting instructions may be given only in respect of a number of ADSs representing an integral number of ordinary shares or other deposited securities. For instructions to be valid, the depositary must receive them in writing on or before the date specified. The depositary will try, as far as practical, subject to applicable law and the provisions of our memorandum and articles of association, to vote or to have its agents vote the ordinary shares or other deposited securities (in person or by proxy) as you instruct. The depositary will only vote or attempt to vote as you instruct. If we timely requested the depositary to solicit your instructions but no instructions are received by the depositary from an owner with respect to any of the deposited securities represented by the ADSs of that owner on or before the date established by the depositary for such purpose, the depositary shall deem that owner to have instructed the depositary to give a discretionary proxy to a person designated by us with respect to such deposited securities, and the depositary shall give a discretionary proxy to a person designated by us to vote such deposited securities. However, no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if we inform the depositary we do not wish such proxy given, substantial opposition exists or the matter materially and adversely affects the rights of holders of the ordinary shares.
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying your ADSs. In addition, there can be no assurance that ADS holders and beneficial owners generally, or any holder or beneficial owner in particular, will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of our ordinary shares.
The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the ordinary shares underlying your ADSs are not voted as you requested.
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to be voted at least 30 business days in advance of the meeting date.
Compliance with Regulations
Information Requests
Each ADS holder and beneficial owner shall (a) provide such information as we or the depositary may request pursuant to law, including, without limitation, relevant Cayman Islands law, any applicable law of the United States of America, our memorandum and articles of association, any resolutions of our Board of Directors adopted pursuant to such memorandum and articles of association, the requirements of any markets or exchanges upon which the ordinary shares, ADSs or ADRs are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADRs, the identity of any other persons then or previously interested in such ADRs and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, our memorandum and articles of association, and the requirements of any markets or exchanges upon which the ADSs, ADRs or ordinary shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, ADRs or ordinary shares may be transferred, to the same extent as if such ADS holder or beneficial owner held ordinary shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such request is made.
Disclosure of Interests
Each ADS holder and beneficial owner shall comply with our requests pursuant to Cayman Islands law, the rules and requirements of the New York Stock Exchange and any other stock exchange on which the ordinary shares are, or will be, registered, traded or listed or our memorandum and articles of association, which requests are made to provide information, inter alia, as to the capacity in which such ADS holder or beneficial owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such interest and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable, or which become payable, on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register or transfer your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for you. Your obligations under this paragraph shall survive any transfer of ADRs, any surrender of ADRs and withdrawal of deposited securities or the termination of the deposit agreement.
Reclassifications, Recapitalizations and Mergers
If we: | Then: | |
Change the nominal or par value of our ordinary shares | The cash, shares or other securities received by the depositary will become deposited securities. | |
Reclassify, split up or consolidate any of the deposited securities | Each ADS will automatically represent its equal share of the new deposited securities. | |
Distribute securities on the ordinary shares that are not distributed to you, or Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action |
The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. |
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. If any new laws are adopted which would require the deposit agreement to be amended in order to comply therewith, we and the depositary may amend the deposit agreement in accordance with such laws and such amendment may become effective before notice thereof is given to ADS holders.
How may the deposit agreement be terminated?
The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least 90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign, or if we have removed the depositary, and in either case we have not appointed a new depositary within 90 days. In either such case, the depositary must notify you at least 30 days before termination.
After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver ordinary shares and other deposited securities upon cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after the date of termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. After such sale, the depositarys only obligations will be to account for the money and other cash. After termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary thereunder.
Books of Depositary
The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the Company, the ADRs and the deposit agreement.
The depositary will maintain facilities in the Borough of Manhattan, The City of New York to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.
These facilities may be closed at any time or from time to time when such action is deemed necessary or advisable by the depositary in connection with the performance of its duties under the deposit agreement or at our reasonable written request.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary and the custodian. It also limits our liability and the liability of the depositary. The depositary and the custodian:
| are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct; |
| are not liable if any of us or our respective controlling persons or agents are prevented or forbid-den from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement and any ADR, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of our memorandum and articles of association or any provision of or governing any deposited securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure); |
| are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our memorandum and articles of association or provisions of or governing deposited securities; |
| are not liable for any action or inaction of the depositary, the custodian or us or their or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, any person presenting ordinary shares for deposit or any other person believed by it in good faith to be competent to give such advice or information; |
| are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement; |
| are not liable for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement, or otherwise; |
| may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party; |
| disclaim any liability for any action or inaction or inaction of any of us or our respective control-ling persons or agents in reliance upon the advice of or information from legal counsel, account-ants, any person presenting ordinary shares for deposit, holders and beneficial owners (or authorized representatives) of ADSs, or any person believed in good faith to be competent to give such advice or information; and |
| disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADS. |
The depositary and any of its agents also disclaim any liability (i) for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, (ii) the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation thereof, (iii) any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the deposited securities, the credit-worthiness of any third party, (iv) for any tax consequences that may result from ownership of ADSs, ordinary shares or deposited securities, or (v) for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, provided that in connection with the issue out of which such potential liability arises the depositary performed its obligations without gross negligence or willful misconduct while it acted as depositary.
In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Jurisdiction and Arbitration
The laws of the State of New York govern the deposit agreement and the ADSs and we have agreed with the depositary that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any dispute arising from or in connection with the deposit agreement and that the depositary will have the right to refer any claim or dispute arising from the relationship created by the deposit agreement to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration provisions of the deposit agreement do not preclude you from pursuing claims under the Securities Act or the Exchange Act in federal or state courts.
Jury Trial Waiver
The deposit agreement provides that each party to the deposit agreement (including each holder, beneficial owner and holder of interests in the ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any lawsuit or proceeding against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable law.
Requirements for Depositary Actions
Before the depositary will issue, deliver or register a transfer of an ADS, split-up, subdivide or combine ADSs, make a distribution on an ADS, or permit withdrawal of ordinary shares, the depositary may require:
| payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary; |
| satisfactory proof of the identity and genuineness of any signature or any other matters contemplated in the deposit agreement; and |
| compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal or delivery of deposited securities and (B) such reasonable regulations and procedures as the depositary may establish, from time to time, consistent with the deposit agreement and applicable laws, including presentation of transfer documents. |
The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transfer books are closed or at any time if the depositary or we determine that it is necessary or advisable to do so.
Your Right to Receive the Shares Underlying Your ADSs
You have the right to cancel your ADSs and withdraw the underlying ordinary shares at any time except:
| when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of ordinary shares is blocked to permit voting at a shareholders meeting; or (3) we are paying a dividend on our ordinary shares; |
| when you owe money to pay fees, taxes and similar charges; |
| when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities, or other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time); or |
| for any other reason if the depositary or we determine, in good faith, that it is necessary or advisable to prohibit withdrawals. |
The depositary shall not knowingly accept for deposit under the deposit agreement any ordinary shares or other deposited securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such ordinary shares.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer.
Exhibit 4.3
Equity Interest Pledge Agreement
This Equity Interest Pledge Agreement (this Agreement) is signed by the following parties on October 25, 2021:
Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;
Party B:
1. | Hui Zhang, ID Number **********; |
2. | Guizhen Ma, ID Number **********; |
Party C: Jiangsu Manyun Software Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing.
(Party A, Party B and Party C are individually referred to as a Party and collectively referred to as the Parties.)
Whereas:
(1) Party A, Party B and Party C have respectively signed the agreements listed in the annex to this Agreement and the annexes to such agreements (collectively referred to as the Master Contract);
(2) Party B holds totally 100% equity of Party C; Party B intends to unconditionally and irrevocably pledge its equity of Party C to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. Party A also agrees to accept the aforementioned secured interest (the Pledge Right).
Whereas, after friendly negotiation, Party A, Party B and Party C have agreed the following agreement for joint compliance:
1. Pledge
Party B agrees to unconditionally and irrevocably pledge all 100% equity of Party C (the Pledged Equity) to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. The amount and ratio of capital contribution pledged by each shareholder are as follows:
Pledge capital contribution (RMB: 10,000) | Pledge capital contribution ratio (%) | |||||||
Name of shareholders |
700 | 70 | % | |||||
Hui Zhang |
300 | 30 | % | |||||
Guizhen Ma |
1,000 | 100 | % |
2. Scope of Warranty
The scope of warranty of the pledged equity under this Agreement includes all the obligations of Party B and Party C under the Master Contract (including but not limited to any payment due but yet not paid to Party A, liquidated damages, damage awards, etc.), the costs for the realization of the principal creditors right and the pledge right, and all other related costs.
3. Pledge Period
The equity pledge under this Agreement shall be established from the date when it is registered in the administrative department for industry and commerce of Party C, and shall be terminated when all the master contracts have been fulfilled, expired or terminated (whichever is later). Within the pledge period, if Party B, Party C, and/or their legal assignees or successors fail to fulfill any of their obligations under any master contract, or any event of default under Article 8.1 of this Agreement occurs, Party A shall have the right to dispose of the pledge equity according to the provisions of this Agreement.
4. Registration
4.1 Party B and C undertake to Party A that they will (i) record the equity pledge issue under this Agreement on the register of shareholders of Party C on the signing date of this Agreement and will submit the register of shareholders after the equity pledge is recorded to Party A; (ii) deliver the capital contribution certificate issued by Party C to Party B to Party A on the signing date of this Agreement; and (iii) within ten working days since the signing date of this Agreement or with other feasible shortest period, register the aforementioned equity pledge to the relevant industrial and commercial registration authority for filing, and obtain the relevant registration and filing written certificates from the registration authority. On the premise of abiding by other provisions of this Agreement, during the term of this Agreement, except for registration and amendment required by Party Cs operation, Party Cs register of shareholders will be kept by Party A or its designated personnel.
4.2 Party B and Party C further undertake that after the signing of this Agreement, with Party As prior written consent, Party B can increase the capital on Party C; after the capital increase, Party B and Party C shall sign an Equity Interest Pledge Agreement with Party A additionally, and shall pledge all equity after capital increase to Party A; at the same time, carry out necessary amendments to the register of shareholders and the amount of equity contribution of the relevant company immediately, and perform the pledge procedure stipulated in Article 4.1.
4.3 All costs and actual expenses related to this Agreement, including but not limited to registration fee, cost of production, stamp duty, and any other taxes and expenses, shall be borne by each party respectively according to the relevant laws and regulations.
5. Representations and Warranties of Party B and Party C
Party B and Party C hereby separately and jointly represent and warrant to Party A as follows:
5.1 Party B, as the legal owner of the pledge equity, has no dispute about the ownership of the pledge equity that has or may occur. Party B has the right to dispose of part and/or all of the pledge equity, and such right to dispose of is not restricted by any third party.
5.2 Except for the pledge right stipulated in this Agreement, the power of attorney stipulated in the Power of Attorney and the call option stipulated in the Exclusive Option Agreement, Party B has not set any other security rights or third party rights and other encumbrances on the pledge equity.
5.3 This Agreement is properly signed between Party B and Party C, constituting legal, effective and binding obligations on them.
5.4 Party B and Party C sign and fulfill this Agreement and all applicable laws, any agreement with them as one party or with binding force on their assets, any court decision, any arbitration organs arbitrament, and any administrative organs decision (if any), without any violation or conflict.
5.5 On the premise of permitted by Chinese law, the pledge under this Agreement constitutes the security interest of the first order for the pledge equity.
5.6 Party B and Party C fully understand the content of this Agreement, and their signing and performance of this Agreement are voluntary, with all the meanings true. Party B and Party C have taken all necessary measures according to Party As reasonable requirements, obtained all internal authorizations required by the signing and performance of this Agreement, and signed all necessary documents to ensure that the equity pledge under this Agreement is legal and effective.
5.7 In the duration of this Agreement, Party B and Party C shall abide by and implement all Chinese laws and regulations related to the pledge of rights. Upon receipt of notices, instructions or suggestions issued by the relevant competent authorities on pledge equity, they shall show the above notices, instructions or suggestions to Party A within five (5) working days, and at the same time abide by the above notices, instructions or suggestions, or raise objections and statements on the above matters according to Party As reasonable requirements or with Party As written consent.
5.8 Party B and Party C will not implement, nor promote or allow other parties to conduct any behaviors that may detract, harm or otherwise damage the value of the pledge equity or the pledge right of Party A. Party B and Party C shall notify Party A in writing within five (5) working days from the date when they have known any events and behaviors that may affect the value of the pledge equity or the pledge right of Party A. Party A shall take no responsibility for any decrease in the value of the pledge equity, and Party B and Party C shall have no right to recourse or make any request to Party A in any form.
5.9 Under the condition of complying with the relevant Chinese laws and regulations, the equity pledge under this Agreement is a continuing guaranty and remains fully effective in the duration of this Agreement. Even if Party B or Party C is insolvent, liquidated, incapacitated, or has changes in organization or status, or has any capital offset between the parties, or any other event, the equity pledge under this Agreement will not be affected.
5.10 For the purpose of implementing this Agreement, Party A has the right to dispose of the pledge equity in the way stipulated in this Agreement, and Party A shall not be subject to any interruption or impairment through the legal process by Party B or Party C, or the successor of Party B or Party C, or the consignor of Party B or Party C or anyone else, when Party A exercises its rights according to the terms of this Agreement.
5.11 In order to protect or improve this Agreements guarantee for Party B and Party C to fulfill the obligations under the Master Contract, Party B and Party C will sign in good faith, and urge other interested parties related to the pledge equity to sign all the certificates and contracts of rights related to the implementation of this Agreement and required by Party A, and/or perform or urge other interested parties to fulfill behaviors required by Party A and related to the implementation of this Agreement, and provide convenience for the exercise of the rights and authorizations granted to Party A under this Agreement.
In order to guarantee the interests of Party A, Party B and Party C will abide by and perform all warranties, undertakings, agreements, representations and conditions. If Party B and/or Party C fails to perform or incompletely performs their warranties, undertakings, agreements, representations and conditions, causing damages to Party A, Party B and/or Party C shall compensate Party A for all losses incurred thereby.
6. Undertakings by Party B
Party B hereby undertakes to Party A as follows:
6.1 Without Party As prior written consent, Party B shall not re-establish or allow to establish any new pledge or any other security interest on the pledge equity, and any fully or partly established pledge on the pledge equity without Party As prior written consent or any other security interest will be invalid.
6.2 Without prior written notice to Party A and obtaining its prior written consent, Party B shall not transfer the pledge equity, and all of Party Bs actions of transferring the pledge equity without Party As prior written consent will be invalid.
6.3 When any lawsuit, arbitration or other request occurs, and may adversely affect Party As rights and interests or pledge equity under this Agreement, Party B shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party As reasonable requirements, to ensure Party As pledge rights and interests on pledge equity.
6.4 Party B shall not conduct or allow any behavior that may adversely affect Party As interests and rights or pledge equity under the Master Contract and this Agreement.
6.5 Party B shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party As reasonable requirements to ensure Party As pledge rights and interests on the pledge equity and the exercise and realization of such rights.
6.6 If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party B shall warrant to take all measures to realize such transfer.
6.7 Party B will provide Party A with Party Cs financial statements of the previous Gregorian calendar quarter within the first month of each Gregorian calendar quarter, including (but not limited to) balance sheet, income statement and cash flow statement.
7. Undertakings by Party C
Party C hereby further undertakes to Party A as follows:
7.1 Without Party As prior written consent, Party C will not assist or allow Party B to re-establish any new pledge or any other security interest on the pledge equity.
7.2 Without the prior written consent of Party A, Party C will not assist or allow Party B to transfer the pledge equity.
7.3 When any lawsuit, arbitration or other request occurs, and may adversely affect the pledge equity or Party As rights and interests under this Agreement, Party C shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party As reasonable requirements, to ensure Party As pledge rights and interests on pledge equity.
7.4 Party C shall not conduct or allow any behavior that may adversely affect Party As interests and rights or pledge equity under the Master Contract and this Agreement.
7.5 Party C shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party As reasonable requirements to ensure Party As pledge rights and interests on the pledge equity and the exercise and realization of such rights.
7.6 If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party C shall warrant to take all reasonable measures to realize such transfer.
8. Event of Exercise and Exercise of Pledge
8.1 In case of any of the following events (the Event of Exercise), Party A may choose to request Party B or Party C to immediately and fully perform all of its obligations under this Agreement, and the pledge right established under this Agreement can also be exercised immediately:
(a) Any representations, warranties or undertakings made by Party B and Party C in this Agreement or the Master Contract are inconsistent, incorrect, untrue or no longer correct or true in any respect; or Party B, Party C or their legal assignees or successors violate or fail to abide by any of its obligations under this Agreement or the Master Contract or any undertakings and warranties that made; or
(b) Any one or more of the obligations of Party B, Party C or their legal assignees or successors under this Agreement or any master contract are deemed as illegal or invalid transactions; or
(c) Party B or Party C or their legal assignees or successors seriously violate their obligations under this Agreement.
8.2 In case of any of the above exercise events, Party A may exercise the pledge right by purchasing at a discount, appointing other party to purchase at a discount, auction or sell the pledge equity according to the relevant Chinese laws and regulations. Party A can exercise the pledge right under this Agreement without needing to first exercise other guarantees or rights, or take other measures or procedures against Party B and/or Party C or anyone else.
8.3 Upon the request of Party A, Party B and Party C shall take all legal and appropriate actions required by Party A to enable it to exercise the pledge right according to this Agreement. For this purpose, Party B and Party C shall sign all the documents and materials reasonably required by Party A, and shall implement and handle all actions and issues reasonably required by Party A.
9. Transfer
9.1 Unless with the prior written consent of Party A, Party B and Party C shall have no right to grant or transfer any of their rights and obligations under this Agreement to any third party, but not including the Exclusive Option Agreement signed between Party B and Party A.
9.2 This Agreement is binding upon Party B and its legal assignees or successors, and is valid for Party A and each legal assignee or successor.
9.3 Party A may transfer all or any of its rights and obligations under the Master Contract to its designated party (which may be a natural person/legal person) at any time, in this case, the assignee shall enjoy and assume the rights and obligations that Party A enjoys and assumes under this Agreement, just as it shall enjoy and assume as a party to this Agreement. When Party A transfers the rights and obligations under the Master Contract, upon the request of Party A, Party B and/or Party C shall sign relevant agreements and documents with regard to such transfer.
9.4 If any change of Party in this Agreement is caused by the above transfer of Party A, both parties to the new pledge shall sign another pledge agreement, and Party B and Party C shall assist the assignee in handling all the equity pledge registration changes (if applicable).
10. Fundamental Change of Circumstances
10.1 As a supplement, and without violating other terms of the Master Contract and this Agreement, if at any time, due to the promulgation or change of any Chinese laws, regulations or rules, or due to the change of interpretation or application of such laws, regulations or rules, or due to the change of related registration procedures, Party A deems that it becomes illegal to keep this Agreement effective and/or dispose of the pledge equity in the way stipulated in this Agreement or violates such laws, regulations or rules, Party B and C Party shall immediately take any action, and/or sign any agreements or other documents following Party As written instructions and according to Party As reasonable requirements, so as to:
(a) | Maintain this Agreement effective; |
(b) | Facilitate to dispose of the pledge equity in the way stipulated in this Agreement; and/or |
(c) | Maintain or realize the guarantee established or intended to be established in this Agreement. |
11. Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
12. Default Liability
If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.
13. Force Majeure
Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.
14. Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.
Party A: Jiangsu Manyun Logistics Information Co., Ltd.
Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing, China
Party B: Hui Zhang
Address: **********
Party B: Guizhen Ma
Address: **********
Party C: Jiangsu Manyun Software Technology Co., Ltd.
Address: 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
15. Supplementary Provisions
15.1 This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the peoples court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.
15.2 This Agreement shall take effect since the date of signing by all parties and will be terminated after all obligations under the Master Contract are fully implemented or terminated for any reason.
15.3 The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.
15.4 Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.
15.5 All parties shall bear and pay the taxes involved in this Agreement according to law.
15.6 Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.
15.7 This Agreement is written in Chinese. The original is made in sextuplicate. Party A and Party C hold one copy for each; Party B holds two copies; the remaining two originals shall be submitted to the related industrial and commercial registration authority for filing.
(No text below)
(Signature page to Equity Interest Pledge Agreement)
Party A: Jiangsu Manyun Logistics Information Co., Ltd.
Legal Representative (signature) |
/s/ Guizhen Ma | |
Guizhen Ma |
Party B: | ||
Hui Zhang (signature): | /s/ Hui Zhang | |
Hui Zhang | ||
Guizhen Ma (signature): | /s/ Guizhen Ma | |
Guizhen Ma |
Party C: Jiangsu Manyun Software Technology Co., Ltd.
Legal Representative (signature) |
/s/ Zhengju Qian | |
Zhengju Qian |
[This page is an annex to the Equity Interest Pledge Agreement]
List of Agreements
1. | Exclusive Service Agreement |
2. | Exclusive Option Agreement |
3. | Power of Attorney |
Exhibit 4.4
Spousal Consent Letter
To: Jiangsu Manyun Logistics Information Co., Ltd.
I am [Name of Covenantor] (ID No.:______________, the spouse of [Name of Shareholder], a shareholder of Jiangsu Manyun Software Technology Co., Ltd. (the Manyun Software). [Name of Shareholder] currently holds % of equity in Manyun Software. Manyun Software and your company signed the Exclusive Service Agreement on October 25, 2021. Manyun Software, shareholders of Manyun Software, and your company signed the Exclusive Option Agreement on October 25, 2021, signed the Power of Attorney on October 25, 2021, and signed the Equity Interest Pledge Agreement on October 25, 2021 (collectively referred to as the Control Agreements). [Name of Shareholder] issued the Power of Attorney on October 25, 2021 (the Power of Attorney), in order to protect the benefits of your company in the control agreements, I hereby irrevocably make the following undertakings to your company:
1. I fully understand and agree to the above control agreements and the Power of Attorney signed by [Name of Shareholder]. Such control agreements and the Power of Attorney are solely owned by [Name of Shareholder], who shall assume the relevant rights and obligations, and I do not enjoy nor assume any rights and obligations that stipulated or agreed;
2. I confirm that the equity of Manyun Software held by [Name of Shareholder] and all the rights and interests attached to it are not the common property of myself and my spouse [Name of Shareholder];
3. I will not and shall not participate in the operation, management, liquidation, dissolution and other business of Manyun Software in the future, and will not claim any rights and interests related to the equity and assets of Manyun Software; my spouse [Name of Shareholder] can independently make any decision related to Manyun Software, and its effect will not be limited or affected by my decision, even if I and my spouse [Name of Shareholder] are divorced;
4. In order to protect Manyun Softwares equity under the structural contract and achieve the purpose involved, if I need to sign the relevant documents or perform the relevant procedures with regard to the held equity of Manyun Software or the fulfillment of the control agreements, I hereby authorize my spouse [Name of Shareholder] from time to time to sign all necessary documents or perform all necessary procedures for me and on my behalf, and I hereby confirm and agree all the relevant documents signed or procedures performed by my spouse [Name of Shareholder];
5. My confirmation, consent, undertakings and authorization in this letter will not be revoked, damaged, invalidated or otherwise adversely affected by Manyun Softwares registered capital increase, decrease, bankruptcy, reorganization, merger, division, shareholder change or other similar events, and will not be revoked, damaged, invalidated or otherwise adversely affected by my loss of capacity for civil conduct, demise, qualification loss of spouse, divorce or other similar events.
I signed this Spousal Consent Letter on October 25, 2021, and this Spousal Consent Letter, after signed by me, will take effect on the date when the control agreements come into force.
(Signature page to Spousal Consent Letter)
By: | ||
Name: | [Name of Covenantor] |
Schedule of Material Differences
One or more spouse consent letters using this form were executed. Pursuant to Instruction ii to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:
No | Name of Variable Interest Entity |
Name of Shareholder |
Name of Covenantor |
% of Shareholders Equity Interest in the VIE |
||||||
1 |
Manyun Software | Hui Zhang | Li Hou | 70 | % | |||||
2 |
Manyun Software | Guizhen Ma | Erxia Xu | 30 | % |
Exhibit 4.5
Power of Attorney
This Power of Attorney (this Agreement) is signed by the following parties on October 25, 2021:
(1) Jiangsu Manyun Logistics Information Co., Ltd. (the Sole Proprietorship), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;
(2) All entities listed in Annex I of this Agreement (the Authorized Party); and
(3) Jiangsu Manyun Software Technology Co., Ltd., (the Domestic Company) a limited liability company established and validly existing under Chinese law, with its registered address at 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing.
(Sole Proprietorship, Authorized Party and Domestic Company are hereinafter referred to as a Party and collectively referred to as the Parties.)
Whereas:
(1) The Authorized Party is a registered shareholder of the Domestic Company and holds 100% of the equity of the Domestic Company;
(2) The Authorized Party intends to authorize the Sole Proprietorship (through its designated individuals) to exercise its voting rights in the Domestic Company, and to exercise all the voting rights enjoyed by it as a shareholder of the Domestic Company on behalf of the Authorized Party. The Sole Proprietorship intends (through its designated individuals) to accept such entrustment.
Whereas, all parties of the Agreement have reached the following through friendly negotiation:
1. Voting Rights
1.1 The Authorized Party as a whole hereby irrevocably and unanimously agrees to authorize the Sole Proprietorship to act on behalf of the Authorized Party as a shareholder of the domestic company at its shareholders meeting within the proxy period specified in this Agreement to exercise all the voting rights (the Voting Rights) enjoyed according to the applicable laws of China and the Articles of Association of a domestic company. The Sole Proprietorship enjoys 100% of the voting rights represented by the registered capital of all domestic companies.
1.2 The above voting rights include but are not limited to the following rights:
1.2.1 Determine the business policies and investment plans of domestic companies;
1.2.2 Elect and replace the directors of domestic companies and determine their remuneration;
1.2.3 Elect and replace the supervisors of domestic companies and determine their remuneration;
1.2.4 Approve any reports prepared by the board or executive directors of domestic companies;
1.2.5 Approve any reports prepared by the board of supervisors or supervisors of domestic companies;
1.2.6 Approve the annual financial budget and final accounts of domestic companies;
1.2.7 Approve the profit distribution plans and the loss recovery plans of domestic companies;
1.2.8 Determine any increase or decrease in the registered capital of domestic companies;
1.2.9 Determine the issue of any corporate bonds by domestic companies;
1.2.10 Determine the merger, division, reorganization, termination and liquidation of domestic companies;
1.2.11 Determine the changes in the business scope of domestic companies;
1.2.12 Modify the articles of association of domestic companies;
1.2.13 Determine any changes in the scope of operation or nature of the domestic companies;
1.2.14 Determine the dividends and other distribution policies of domestic companies;
1.2.15 Determine to borrow any loan from any third party in the name of a domestic company;
1.2.16 Determine to sell, transfer or otherwise dispose of major assets or rights of domestic companies to any third party, including but not limited to intellectual property rights;
1.2.17 Determine to set any security interest in the major assets (tangible or intangible assets) of domestic companies, regardless of the purpose of the security;
1.2.18 Determine to transfer any agreement or contract with a domestic company as a party to any third party;
1.2.19 Determine any loan provided or lent by a domestic company to any party; and
1.2.20 Determine other matters that may have a significant impact on any rights, obligations, assets or operations of a domestic company.
1.3 The Sole Proprietorship shall exercise the voting rights described in this Agreement by designating one (1) natural person. After the Sole Proprietorship selects a natural person, it shall notify the Authorized Party in writing. The Authorized Party shall sign the power of attorney in the format shown in the Annex II: to the natural person. Unless the Sole Proprietorship requires to replace the designated natural person through a written notice, the Authorized Party shall not withdraw the authorization of the natural person without authorization. If the Sole Proprietorship changes the designated natural person, the Authorized Party shall immediately terminate the signed power of attorney on the replaced person, and shall sign a new power of attorney to authorize the Sole Proprietorship to re-appoint a person.
1.4 The Sole Proprietorship agrees to accept the authorization of the authorized party according to the provisions of Article 1.1 in the above, and to exercise the voting rights on behalf of the Authorized Party according to the terms and conditions of this Agreement.
1.5 The Authorized Party hereby irrevocably authorizes the Sole Proprietorship to sign and/or stamp on all the relevant legal documents related to the exercise of any rights enjoyed by the Authorized Party as a shareholder of the domestic company on behalf of the Authorized Party.
2. Exercise of Voting Rights
2.1 For any matters approved by the Sole Proprietorship based on the exercise of the voting rights granted under this Agreement, the Sole Proprietorship may request the Authorized Party to sign the relevant resolutions of the domestic companys shareholders meeting or any other similar written documents when it deems necessary.
2.2 The Sole Proprietorship shall report to the Authorized Party on the exercise of the voting rights granted under this Agreement at any time when it deems appropriate. Upon termination of this Agreement, the Sole Proprietorship shall report to the Authorized Party the results related to its exercise of the voting rights granted under this Agreement.
3. Proxy Period
3.1 The proxy period under this Agreement shall start from the effective date of this Agreement to (i) The completion date of equity transfer (as defined hereunder); or (ii) The termination of the domestic company (whichever occurs earlier). The Completion Date of Equity Transfer shall refer to the date when the domestic company has completed the procedures for the registration of change of shareholders in the competent administrative department for industry and commerce, and when the Sole Proprietorship and/or a third party designated by it has become the registered and legal ownership of all equity of the domestic company.
3.2 After all parties have reached a consensus through negotiation, all parties of this Agreement can adjust the proxy period under this Agreement at any time through negotiation, provided that any such adjustment must be clearly made in the form of a written agreement.
4. Proxy Remuneration
The Sole Proprietorship hereby agrees that the Authorized Party is not obligated to pay any remuneration to the Sole Proprietorship for its exercising any rights granted under this Agreement on behalf of the Authorized Party.
5. Representations and Warranties
5.1 The Authorized Party hereby separately represents and guarantees as follows:
5.1.1 It is a Chinese citizen with full capacity; it has complete and independent legal status and legal capacity, and has obtained proper authorization to sign, deliver and perform this Agreement, and can independently act as a subject of litigation.
5.1.2 It has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
5.1.3 It is a registered and legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.
5.2 The Sole Proprietorship and the Domestic Company hereby separately and jointly declare and guarantee as follows:
5.2.1 It is a limited liability company duly registered and legally existed according to the law of the registration place, with independent legal person qualification. It has complete and independent legal status and legal capacity to sign, deliver and fulfill this Agreement, and can independently act as a subject of litigation.
5.2.2 It has the full power and authorization within the Domestic Company to sign and deliver this Agreement and all other documents to be signed and are related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement.
5.3 The Domestic Company further declares and guarantees as follows:
The Authorized Party is a registered legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and the Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.
6. Default Liability
6.1 If any authorized party directly or indirectly violates any provision of this Agreement, or fails to perform or fails to timely and fully perform any of its obligations under this Agreement, the authorized party shall be deemed to have violated this Agreement and the Sole Proprietorship can request the authorized party to correct its violation or non-performance by written notice, take adequate, timely and effective measures to eliminate the consequences of the above violation or non-performance, and compensate the sole proprietorship for the losses caused by the violation or non-performance of the authorized party.
6.2 Once a breach of contract occurs, and the Sole Proprietorship believes that this breach has caused the unfeasible or unfair performance of any of its obligations under this Agreement based on its reasonable and objective judgment, the Sole Proprietorship may notify the Authorized Party in writing to temporarily suspend the performance of its obligations under this Agreement until the Authorized Party has stopped its breach of contract, has taken timely and effective measures to eliminate the consequences therefrom, and has compensated the Sole Proprietorship for the losses caused by the above breach of contract.
6.3 The losses suffered by the Sole Proprietorship due to the breach of contract of the Authorized Party and can be repaid by the Authorized Party shall include all direct economic losses suffered by the Sole Proprietorship due to or related to the Authorized Partys breach of contract, any expected indirect losses, and any other extra charges incurred thereof, including but not limited to attorney fees, litigation and arbitration fees, financial expenses and travel expenses. If this Agreement has any other express provision on the amount of liquidated damages, that provision shall apply.
7. Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other addresses known by all parties of this Agreement.
Jiangsu Manyun Logistics Information Co., Ltd.
Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing, China
Authorized Party: Hui Zhang
Address: **********
Authorized Party: Guizhen Ma
Address: **********
Jiangsu Manyun Software Technology Co., Ltd.
Address: 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
8. Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of other parties, no party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
9. Effectiveness, Amendment and Termination
9.1 This Agreement shall take effect after being signed by all parties to this Agreement, and shall expire at the end of the proxy under this Agreement.
9.2 If any shareholder transfers all its equity held in a domestic company to the Sole Proprietorship or its designated third party before the expiry of this Agreement, the shareholder shall be exempt from any restrictions regulated in this Agreement from the date of completion of equity transfer.
9.3 Each shareholder hereby irrevocably and permanently waives its right to terminate this Agreement.
9.4 After all the parties of this Agreement have signed a written agreement, this Agreement could be supplemented or amended in writing. The amendment agreement and supplementary agreement (if any) of this Agreement shall become a part of this Agreement after being signed by all the parties of this Agreement and shall be binding upon all parties.
9.5 The Authorized Party agrees that the Sole Proprietorship has the right to terminate this Agreement in advance without any reason after notifying the Authorized Party ten (10) days in advance in writing, without any liability for breach of contract. Notwithstanding the above regulations, the Authorized Party shall not terminate this Agreement in advance for any reason without the prior written consent of the Sole Proprietorship.
9.6 Any early termination of this Agreement shall not affect any rights granted to or obligations assumed by either party prior to the date of such termination according to the terms of this Agreement.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the peoples court where the domestic company is located for property preservation or take other measures permitted by law, so as to support the arbitration.
11. Miscellaneous
11.1 All the titles contained in this Agreement are set for convenient access only and shall not affect the interpretation to any provisions of this Agreement in any way.
11.2 If all or any part of any provision of this Agreement is recognized to be unenforceable due to violation of any law or government regulation or any other reason, the provisions of that part shall be deemed deleted; but such deletion shall not affect the legal effect of any other part of this provision or any other provisions of this Agreement. In this case, all parties of this Agreement shall negotiate to reach new provisions to replace the invalid or unenforceable terms in the above.
11.3 If any shareholder violates any provisions of this Agreement, such violation shall not affect the rights and obligations of other parties under this Agreement and any other related agreements, as well as the fulfillment and execution of this Agreement and such other agreements. Each authorized party shall bear joint and several liability for any and all obligations and responsibilities of other authorized parties under this Agreement.
11.4 Unless otherwise agreed in this Agreement, the failure or delay of any party to exercise any of its rights, powers or privileges under this Agreement shall not be deemed as a waiver of such rights, powers or privileges, and solely or partly exercise of any rights, powers or privileges under this Agreement shall not impede the exercise of any other rights, powers and privileges herein.
11.5 This Agreement shall benefit all parties herein and their respective successors and legal assignees, and shall be binding upon them.
11.6 The original agreement is in made in quadruplicate, with each party holding one copy. All the originals of this Agreement shall have the same effect.
(No text below)
(Signature page to Power of Attorney)
Sole Proprietorship: Jiangsu Manyun Logistics Information Co., Ltd.
Legal Representative (signature) | /s/ Guizhen Ma |
|||
Guizhen Ma |
Authorized Party:
By: | /s/ Hui Zhang |
|||
Name: | Hui Zhang | |||
By: | /s/ Guizhen Ma |
|||
Name: | Guizhen Ma |
Domestic Company: Jiangsu Manyun Software Technology Co., Ltd.
Legal Representative (signature) | /s/ Zhengju Qian |
|||
Zhengju Qian |
Annex I
Authorized Party
1. | Hui Zhang, PRC ID Number: ********** |
2. | Guizhen Ma, PRC ID Number: ********** |
Annex II
[This page is Annex II to the Power of Attorney]
Letter of Authorization
I, Hui Zhang (ID No. **********) hereby irrevocably authorize Jiangsu Manyun Logistics Information Co., Ltd. (WFOE) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.
The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Companys dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.
Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOEs written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOEs
Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.
Principal: | ||
Hui Zhang (Signature): | /s/ Hui Zhang |
Date:__________________________
Letter of Authorization
I, Guizhen Ma (ID No. **********) hereby irrevocably authorize Jiangsu Manyun Logistics Information Co., Ltd. (WFOE) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.
The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Companys dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.
Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOEs written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOEs
Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.
Principal: | ||
Guizhen Ma (Signature): | /s/ Guizhen Ma | |
Date:___________________________
Exhibit 4.6
Exclusive Service Agreement
This Exclusive Service Agreement (This Agreement) was signed by the following parties on October 25, 2021:
Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing; and
Party B: Jiangsu Manyun Software Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing.
(Party A and Party B are individually referred to as one party and collectively as both parties)
Whereas:
(1) Party A is a wholly foreign-owned enterprise registered and established according to law, with strong technical development & support capability, and rich experience in terms of software technology support and technical service.
(2) Party B is mainly engaged in technology development, technology consulting, technology services and computer hardware and software R&D and sales. In the process of operation and management, Party B needs technical support and services from the professional technical company.
In witness whereof, through friendly consultation and based on the principle of equality and mutual benefit, both parties hereby agree to and abide by the following terms:
1 Technical Support and Technical Services
1.1 Party A agrees to provide technical support and services to Party B in accordance with the terms and conditions of this Agreement, and Party B agrees to accept the technical support and services provided by Party A in accordance with the terms and conditions of this Agreement. The specific contents of technical support and technical services are as follows:
1.1.1 Party A shall conduct research and development on relevant technologies according to business requirements of Party B;
1.1.2 Party A shall be responsible for the daily maintenance, monitoring, debugging and troubleshooting of Party Bs computer network equipment;
1.1.3 According to Party Bs requirements from time to time, Party A shall conduct relevant investigation and research, collect relevant data and materials, and issue investigation and research results and reports on specialized technical problems and needs during its operation within specified time as required by Party B;
1.1.4 Party A shall provide Party B with technical designs, schemes, drawings, data, parameters, standards, procedures, research results of similar technology, reports, materials and data including but not limited to those in connection with Party Bs technical problems during operation;
1.1.5 Party A shall promptly answer the technical questions raised by Party B and assign personnel to solve the technical problems on site when necessary;
1.1.6 Party A shall provide other relevant technical support and technical services to Party B according to the provisions of this Agreement.
1.2 Party B shall actively cooperate with Party A to complete the aforesaid work, and shall be responsible for providing relevant data, technical requirements and technical specifications needed. Party B agrees that Party A has the right to designate a third party to provide the management & consulting services described in Article 1.1 of this Agreement.
1.3 This Agreement is valid permanently. Party B shall not terminate this Agreement in advance within the validity period of this Agreement. Notwithstanding the foregoing, Party A has the right to terminate this Agreement at any time by sending a written notice to Party B thirty (30) days in advance. If Party A dissolves this Agreement in advance due to Party B, Party B shall pay Party A the service fee for the completed services and jointly compensate Party A for the actual economic losses caused thereby.
2 Exclusivity
Party A is the exclusive provider providing technical support and technical services to Party B under this Agreement. Within the validity period of this Agreement, Party B shall not sign any same or similar agreements with any other third party, and shall not accept any same or similar technical support and services provided by any third party without the prior written consent of Party A.
3 Intellectual Property
Any and all intellectual property rights arising from the performance of this Agreement, including but not limited to copyright, patent rights and technical secrets, shall be owned by Party A, and Party B shall not enjoy any other rights except those stipulated in this Agreement. Both parties agree that this article will survive the change, cancellation or termination of this Agreement.
4 Service Fees
Both parties agree that, as the consideration for the technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in full and on time according to the following provisions. The amount and payment method of service fees are detailed in Annex I of this Agreement. This annex may be amended on the basis of implementation after negotiations between both parties.
5 Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of the other party, neither party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless both parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
6 Representations and Warranties of Party A
6.1 Party A is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.
6.2 Party A has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
7 Representations and Warranties of Party B
7.1 Party B is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.
7.2 Party B has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
7.3 Party B shall promptly report to Party A the situations that have or may have significant adverse effects on business and operation of Party B, and try its best to prevent the occurrence of such situations and/or the expansion of losses.
7.4 Without the written consent of Party A, Party B shall not dispose of its important assets in any form, nor change its existing shareholding structure.
8 Default Liability
If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, its in violation of this Agreement and should compensate for all direct and any anticipated indirect losses caused to the other party.
Party B shall be jointly and severally liable for the expenses actually paid by Party A arising from or related to litigation, claims or other requests for services provided by Party A according to this Agreement or Party Bs requirements, as well as any compensation, losses, damages and expenses that can be proved by Party A by providing payment voucher and shall compensate Party A for all the losses in full.
9 Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by both parties.
Party A: Jiangsu Manyun Logistics Information Co., Ltd.
Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing
Party B: Jiangsu Manyun Software Technology Co., Ltd.
Address: 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
10 Force Majeure
Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of this Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other party by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, both parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.
11 Supplementary Provisions
11.1 This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If both parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, both parties have the right to apply to the peoples court where Party B is located for property preservation or take other measures permitted by law, so as to support the arbitration.
11.2 The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.
11.3 Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.
11.4 This Agreement shall be binding on the legal assignees or successors of both parties.
11.5 Both parties shall bear and pay the taxes involved in this Agreement according to law.
11.6 This Agreement shall come into force from the date of execution hereof by both parties.
11.7 This Agreement shall be made in Chinese with two originals and each party shall hold one original.
(No text below)
[Signature page to Exclusive Service Agreement]
Party A: Jiangsu Manyun Logistics Information Co., Ltd. | ||||
Legal Representative (signature) | /s/ Guizhen Ma | |||
Guizhen Ma |
Party B: Jiangsu Manyun Software Technology Co., Ltd. | ||||
Legal Representative (signature) | /s/ Zhengju Qian | |||
Zhengju Qian |
[Annex to Exclusive Service Agreement]
1. Both parties agree that in consideration of technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in accordance with the following provisions:
(1) In the first month of each year (for the first year, the month following the date of this Agreement), both parties shall determine the amount of service fees for that year, and the amount of service fees for each year shall be signed and confirmed in writing by both parties as annexes to this Agreement. The amount of such service fees shall not be less than 90% of the total pre-tax profit before Party B pays service fees to Party A in the previous year. However, with negotiation of both parties and prior written consent of Party A, the amount of service fees may be adjusted according to the service content of Party A and the operation needs of Party B in the current year.
(2) In determining the amount of service fees for the year in accordance with paragraph (1) above, both parties shall take into full account the following factors, including but not limited to:
(a) Number of employees used by Party A to provide services to Party B and the qualifications of such employees;
(b) Time to be spent by Party As employees on providing services;
(c) Specific content and value of services provided by Party A;
(d) Whether the provision of technical support and technical services includes the use license provided to Party B for specific technologies (including patented technologies and non-patented technologies) in the process of providing technical support and technical services;
(e) Internal connection between Party As technical support and technical services and Party Bs operating income.
(3) Party B shall pay the above annual service fees on a quarterly basis divided equally in quarters, and pay the amount payable for the quarter to the bank account designated by Party A within 15 workdays before the end of each quarter.
2. If Party A believes that the amount of expenses stipulated in Article 1 of this Annex cannot adapt to the change of objective conditions and needs to be adjusted, Party B shall actively and honestly consult with Party A within seven workdays from the date of Party As written request to adjust the fees in order to determine a new standard fee rate or mechanism.
Exhibit 4.7
Exclusive Option Agreement
This Exclusive Option Agreement (this Agreement) was signed by the following parties on October 25, 2021:
Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;
Party B:
1. | Hui Zhang, ID Number **********; |
2. | Guizhen Ma, ID Number **********; |
Party C: Jiangsu Manyun Software Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing.
(Party A, Party B and Party C are individually referred to as a Party and collectively referred to as the Parties.)
Whereas:
(1) Party B is a registered shareholder of Party C, and holds 100% equity of Party C in total. On the signing date of this Agreement, its capital contribution and shareholding ratio in the registered capital of Party C are shown in Annex I of this Agreement.
(2) Party B agrees to grant Party A an irrevocable call option exclusively. According to such call option, Party B shall transfer the underlying equity to Party A and/or any other third party designated by Party A according to the requirements of Party A under the premise permitted by Chinese laws.
In witness whereof, all parties have reached the following agreement through consensus:
1. Call Option
1.1 During the validity period of this Agreement, Party A has the right to request all natural persons of Party B to transfer all or part of the equity of Party C (Underlying Equity) according to the specific requirements of Party A at any time under the following circumstances, and Party B shall transfer the underlying equity to Party A and/or the third party designated by Party A according to Party As requirements:
(1) According to Chinese laws, Party A and/or the third party designated by Party A may hold all or part of the underlying equity; or
(2) Other circumstances deemed appropriate or necessary by Party A.
The call options obtained by Party A under this Agreement are exclusive, unconditional and irrevocable.
1.2 All parties agree that Party A has the right to exercise all or part of the call options and obtain all or part of the underlying equity at its own discretion. All parties further agree that when Party A exercises the call option according to the provisions of this Agreement, the time, manner, quantity and frequency are not limited.
1.3 All parties agree that Party A may designate any third party to receive all or part of the underlying equity, and Party B shall not refuse to transfer all or part of the underlying equity to the designated third party except in cases explicitly prohibited by Chinese laws.
1.4 Before the underlying equity is transferred to Party A or the third party designated by Party A according to the provisions of this Agreement, Party B shall not transfer the underlying equity to any third party without the prior written consent of Party A, otherwise such transfer will be invalid.
2. Procedure
2.1 Party B shall sign the Equity Transfer Contract in the format specified in Annex II of this Agreement while signing this Agreement, and submit this document to Party A.
2.2 If Party A decides to exercise the call option in accordance with Article 1.1 above, it shall send a written exercise notice to Party B (in the format specified in Annex III of this Agreement), and shall state the proportion or quantity of the underlying equity to be transferred and the name and identity of the transferee in the notice. Party B and Party C shall provide all necessary information and documents for handling the equity transfer procedures within seven days after receiving the notice from Party A.
2.3 Except for the conditions mentioned in Article 1.1 and the notice mentioned in Article 2.2 of this Agreement, when Party A transfers the underlying equity, there are no other prerequisite or incidental conditions or procedures.
2.4 Party B shall provide necessary and timely support to Party C, and assist Party C to handle the approval procedures in the approval authority in accordance with applicable Chinese laws (if required by law) and handle the equity transfer procedures in the administrative department for industry and commerce.
2.5 The date when the transfer procedures for the underlying equity are completed is the date when the exercise of the call option is completed.
3. Transfer Price
3.1 The total transfer price of the underlying equity shall be the lowest price allowed by Chinese laws and regulations when the equity is transferred. If the underlying equity is transferred by stages or in batches, the corresponding transfer price shall be determined according to the specific transfer time and transfer ratio.
3.2 The taxes arising from the transfer of the underlying equity shall be borne by each party according to law.
3.3 Party B agrees that all the exercise price (if any) obtained by Party B when Party A or the third party designated by Party A exercises the right will be freely given to Party C in a manner permitted by law.
4. Representations, Warranties and Undertakings
4.1 Any party hereby represents and warrants to the other parties as follows:
(1) The party has complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as the litigation subject;
(2) The party has all necessary rights, capabilities and authority to sign this Agreement and perform all obligations and responsibilities under this Agreement;
(3) The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals;
(4) When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and
(5) This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes a legal and binding obligation of the party.
4.2 Party B and Party C jointly make further representations and guarantees to Party A as follows:
(1) On the effective date of this Agreement, Party B legally owns the equity of Party C, and has complete and effective right to dispose of the equity. The registered capital of Party C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has no right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements.
(2) Within the validity period of this Agreement, Party B shall not transfer any equity held by Party C to any third party, or the transferred equity shall be free and clean of any mortgage, pledge, any other types of encumbrances without the prior written consent of Party A.
(3) Where permitted by relevant Chinese laws, Party B and Party C will extend the operating period of Party C according to the approved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable).
(4) Within the validity period of this Agreement, without the written consent of Party A, Party B:
(i) shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity;
(ii) shall not dispose of or urge the management of Party C to dispose of any major assets of Party C;
(iii) shall not terminate or urge the management of Party C to terminate any major agreement signed by Party C, or sign any other agreement that conflicts with the existing major agreement.
(iv) shall not appoint or replace any director, supervisor or other management personnel of Party C;
(v) shall not urge Party C to announce the distribution or actually distribute any distributable profits or dividends;
(vi) shall ensure that Party C effectively survives and is not terminated, liquidated or dissolved;
(vii) shall not amend the articles of association of Party C; and
(viii) shall ensure that Party C will not lend or borrow loans, provide guarantees or issue the guarantees in other forms, or undertake any substantive obligations besides the normal business activities.
(5) Once Party A issues a written exercise notice:
(i) Party B shall immediately convene the shareholders meeting, pass the resolutions of the shareholder meeting and take other necessary actions, and agree to transfer the underlying equity to Party A and/or its designated third party at the agreed share price, and waive its first refusal right;
(ii) According to the signed Equity Transfer Contract, Party B shall immediately transfer the underlying equity to Party A and/or its designated third party at the agreed transfer price, and provide necessary support (including providing and signing all relevant legal documents, performing all government approval and registration procedures and undertaking all relevant obligations) to Party A and/or its designated third party to obtain the underlying equity, and the underlying equity shall be free of any legal defects and free from encumbrances and rights such as security interests, third party restrictions or any other restrictions on the equity.
(6) If Party C is dissolved or liquidated in accordance with the laws and regulations of the PRC, all remaining assets attributable to Party B will be transferred to Party A or a third party designated by Party A in accordance with the minimum purchase price permitted by the laws and regulations of the PRC. Each of Party B and Party C undertakes that it will return the consideration received in respect of such transfer to Party A or a third party designated by it in full in accordance with the laws of the PRC;
(7) If the bankruptcy, reorganization or merger of Party C, the disappearance, death, incapacity, divorce, marriage or any other event of Party B results in a change in the equity in Party C held by Party B or results in circumstances affecting the exercise by Party B of its shareholder rights in Party C, then:
(i) the successor of the equity in Party C held by Party B or any other person entitled to claim rights or benefits in respect of the equity in Party C held by Party B and any interest attached thereto shall be bound by this Agreement; and
(ii) unless otherwise agreed by Party A in writing, the sale of the equity in Party C shall also be bound by this Agreement.
5. Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
6. Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.
Party A: Jiangsu Manyun Logistics Information Co., Ltd.
Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing, China
Party B: Hui Zhang
Address: **********
Party B: Guizhen Ma
Address: **********
Party C: Jiangsu Manyun Software Technology Co., Ltd.
Address: 3-6F, Building 3 (Building A), Wanbo Science & Technology Park, No. 20 Fengxin Road, Yuhuatai District, Nanjing
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
7. Default Liability
If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.
8. Force Majeure
Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.
9. Supplementary Provisions
9.1 This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the peoples court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.
9.2 This Agreement shall come into force from the date of its execution by all parties, and shall be terminated after Party A exercises its call option according to this Agreement and obtains all the underlying equity of Party C or when all parties reach any agreement on dissolution of this Agreement.
9.3 The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.
9.4 Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.
9.5 This Agreement shall be binding on the legal assignees or successors of all parties.
9.6 All parties shall bear and pay the taxes involved in this Agreement according to law.
9.7 This Agreement and its annexes constitute the entire agreement concerning the transactions under this Agreement, and shall replace any and all oral or written communications, commitments, memos or any other discussions made by all parties on matters related to this Agreement.
9.8 Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.
9.9 This Agreement shall be made in Chinese and in quadruplicate. Party A and Party C shall hold one copy respectively; and Party B shall hold two copies.
(No text below)
(Signature page to Exclusive Option Agreement)
Party A: Jiangsu Manyun Logistics Information Co., Ltd. |
||||
Legal Representative (signature) |
/s/ Guizhen Ma |
|||
Guizhen Ma |
Party B: |
||||
By: | /s/ Hui Zhang |
|||
Name: | Hui Zhang |
|||
By: | /s/ Guizhen Ma |
|||
Name: | Guizhen Ma |
Party C: Jiangsu Manyun Software Technology Co., Ltd. |
||||
Legal Representative (signature) | /s/ Zhengju Qian |
|||
Zhengju Qian |
[This page is Annex I to the Exclusive Option Agreement]
Basic information
Company name: Jiangsu Manyun Software Technology Co., Ltd.
Registered capital: RMB 10,000,000
Paid-in capital: RMB 0
Legal representative: Zhengju Qian
Equity structure:
Name of stockholder | Amount of (RMB |
Ratio of contribution (%) |
Method of contribution |
|||||||||
Hui Zhang |
700 | 70 | % | Currency | ||||||||
Guizhen Ma |
300 | 30 | % | Currency |
[This page is Annex II to the Exclusive Option Agreement ]
Equity Transfer Contract
This Equity Transfer Contract (the Contract) is signed by both parties on MM/DD/YY:
Transferor (Party A):
1. | Hui Zhang, ID Number ************; |
2. | Guizhen Ma, ID Number ************; |
Transferee (Party B):
(Party A and Party B are individually referred to as one party and collectively as both parties)
Through friendly negotiation, the two parties have reached the following agreement on matters regarding the equity transfer:
1. The Transferor agrees to transfer __% of its equity in Jiangsu Manyun Software Technology Co., Ltd. (the Target Equity) to the Transferee at RMB ___, and the Transferee agrees to accept the Target Equity.
2. After the equity transfer, the Transferor shall no longer enjoy shareholders rights or assume shareholders obligations of the Target Equity, and the Transferee shall enjoy shareholders rights and assume shareholders obligations of the Target Equity.
3. For matters not mentioned herein, a supplementary agreement may be signed by both parties.
4. This Contract shall come into force on the date of signature of both parties hereto.
5. This Contract shall be made in _ copies. Party A and Party B shall each hold one copy and the rest shall be used for industrial and commercial registration of changes.
(No text below)
[This page is the signature page of the Equity Transfer Contract]
Transferor: |
||
Hui Zhang (signature): |
||
Guizhen Ma (signature): |
Transferee:
[This page is Annex III to the Exclusive Option Agreement]
NOTICE OF EXERCISE
To: Jiangsu Manyun Software Technology Co., Ltd. (you) and your shareholders
Whereas we signed an Exclusive Option Agreement with you and your shareholders on (MM/DD/YY), it is agreed that under the conditions permitted by the relevant laws and regulations of China, your shareholders shall, at the request of us, sell the equity they hold in you to us or the transferee designated by us.
Therefore, we hereby sends this notice to you and your shareholders as follows:
We hereby request to exercise the call option under the Exclusive Option Agreement at a price of RMB __. We/the transferee designated by us shall purchase the equity held by your shareholders that accounts for ___% of your registered capital (the equity to be transferred). Upon receipt of this notice, you and your shareholders shall, in accordance with the terms of the Exclusive Option Agreement , go through the necessary procedures for selling all the equity to be transferred to us/the transferee designated by the us within ___workdays.
Jiangsu Manyun Logistics Information Co., Ltd. |
(Stamp) |
Signature: |
||
Name: |
||
Position: |
||
Date: |
Exhibit 4.8
Equity Interest Pledge Agreement
This Equity Interest Pledge Agreement (this Agreement) is signed by the following parties on November 16, 2021:
Party A: Full Truck Alliance Information Consulting Co., Ltd., a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou;
Party B:
1. Hui Zhang, ID Number **********;
2. Guizhen Ma, ID Number **********;
Party C: Guiyang Shanen Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.
(Party A, Party B and Party C are individually referred to as a Party and collectively referred to as the Parties.)
Whereas:
(1) Party A, Party B and Party C have respectively signed the agreements listed in the annex to this Agreement and the annexes to such agreements (collectively referred to as the Master Contract);
(2) Party B holds totally 100% equity of Party C; Party B intends to unconditionally and irrevocably pledge its equity of Party C to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. Party A also agrees to accept the aforementioned secured interest (the Pledge Right).
Whereas, after friendly negotiation, Party A, Party B and Party C have agreed the following agreement for joint compliance:
1. Pledge
Party B agrees to unconditionally and irrevocably pledge all 100% equity of Party C (the Pledged Equity) to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. The amount and ratio of capital contribution pledged by each shareholder are as follows:
Name of shareholders | Pledge capital contribution (RMB: 10,000) | Pledge capital contribution ratio (%) | ||||||
Hui Zhang |
700 | 70 | % | |||||
Guizhen Ma |
300 | 30 | % | |||||
Total |
1,000 | 100 | % |
2. Scope of Warranty
The scope of warranty of the pledged equity under this Agreement includes all the obligations of Party B and Party C under the Master Contract (including but not limited to any payment due but yet not paid to Party A, liquidated damages, damage awards, etc.), the costs for the realization of the principal creditors right and the pledge right, and all other related costs.
3. Pledge Period
The equity pledge under this Agreement shall be established from the date when it is registered in the administrative department for industry and commerce of Party C, and shall be terminated when all the master contracts have been fulfilled, expired or terminated (whichever is later). Within the pledge period, if Party B, Party C, and/or their legal assignees or successors fail to fulfill any of their obligations under any master contract, or any event of default under Article 8.1 of this Agreement occurs, Party A shall have the right to dispose of the pledge equity according to the provisions of this Agreement.
4. Registration
4.1 Party B and C undertake to Party A that they will (i) record the equity pledge issue under this Agreement on the register of shareholders of Party C on the signing date of this Agreement and will submit the register of shareholders after the equity pledge is recorded to Party A; (ii) deliver the capital contribution certificate issued by Party C to Party B to Party A on the signing date of this Agreement; and (iii) within ten working days since the signing date of this Agreement or with other feasible shortest period, register the aforementioned equity pledge to the relevant industrial and commercial registration authority for filing, and obtain the relevant registration and filing written certificates from the registration authority. On the premise of abiding by other provisions of this Agreement, during the term of this Agreement, except for registration and amendment required by Party Cs operation, Party Cs register of shareholders will be kept by Party A or its designated personnel.
4.2 Party B and Party C further undertake that after the signing of this Agreement, with Party As prior written consent, Party B can increase the capital on Party C; after the capital increase, Party B and Party C shall sign an Equity Interest Pledge Agreement with Party A additionally, and shall pledge all equity after capital increase to Party A; at the same time, carry out necessary amendments to the register of shareholders and the amount of equity contribution of the relevant company immediately, and perform the pledge procedure stipulated in Article 4.1.
4.3 All costs and actual expenses related to this Agreement, including but not limited to registration fee, cost of production, stamp duty, and any other taxes and expenses, shall be borne by each party respectively according to the relevant laws and regulations.
5. Representations and Warranties of Party B and Party C
Party B and Party C hereby separately and jointly represent and warrant to Party A as follows:
5.1 Party B, as the legal owner of the pledge equity, has no dispute about the ownership of the pledge equity that has or may occur. Party B has the right to dispose of part and/or all of the pledge equity, and such right to dispose of is not restricted by any third party.
5.2 Except for the pledge right stipulated in this Agreement, the power of attorney stipulated in the Power of Attorney and the call option stipulated in the Exclusive Option Agreement, Party B has not set any other security rights or third party rights and other encumbrances on the pledge equity.
5.3 This Agreement is properly signed between Party B and Party C, constituting legal, effective and binding obligations on them.
5.4 Party B and Party C sign and fulfill this Agreement and all applicable laws, any agreement with them as one party or with binding force on their assets, any court decision, any arbitration organs arbitrament, and any administrative organs decision (if any), without any violation or conflict.
5.5 On the premise of permitted by Chinese law, the pledge under this Agreement constitutes the security interest of the first order for the pledge equity.
5.6 Party B and Party C fully understand the content of this Agreement, and their signing and performance of this Agreement are voluntary, with all the meanings true. Party B and Party C have taken all necessary measures according to Party As reasonable requirements, obtained all internal authorizations required by the signing and performance of this Agreement, and signed all necessary documents to ensure that the equity pledge under this Agreement is legal and effective.
5.7 In the duration of this Agreement, Party B and Party C shall abide by and implement all Chinese laws and regulations related to the pledge of rights. Upon receipt of notices, instructions or suggestions issued by the relevant competent authorities on pledge equity, they shall show the above notices, instructions or suggestions to Party A within five (5) working days, and at the same time abide by the above notices, instructions or suggestions, or raise objections and statements on the above matters according to Party As reasonable requirements or with Party As written consent.
5.8 Party B and Party C will not implement, nor promote or allow other parties to conduct any behaviors that may detract, harm or otherwise damage the value of the pledge equity or the pledge right of Party A. Party B and Party C shall notify Party A in writing within five (5) working days from the date when they have known any events and behaviors that may affect the value of the pledge equity or the pledge right of Party A. Party A shall take no responsibility for any decrease in the value of the pledge equity, and Party B and Party C shall have no right to recourse or make any request to Party A in any form.
5.9 Under the condition of complying with the relevant Chinese laws and regulations, the equity pledge under this Agreement is a continuing guaranty and remains fully effective in the duration of this Agreement. Even if Party B or Party C is insolvent, liquidated, incapacitated, or has changes in organization or status, or has any capital offset between the parties, or any other event, the equity pledge under this Agreement will not be affected.
5.10 For the purpose of implementing this Agreement, Party A has the right to dispose of the pledge equity in the way stipulated in this Agreement, and Party A shall not be subject to any interruption or impairment through the legal process by Party B or Party C, or the successor of Party B or Party C, or the consignor of Party B or Party C or anyone else, when Party A exercises its rights according to the terms of this Agreement.
5.11 In order to protect or improve this Agreements guarantee for Party B and Party C to fulfill the obligations under the Master Contract, Party B and Party C will sign in good faith, and urge other interested parties related to the pledge equity to sign all the certificates and contracts of rights related to the implementation of this Agreement and required by Party A, and/or perform or urge other interested parties to fulfill behaviors required by Party A and related to the implementation of this Agreement, and provide convenience for the exercise of the rights and authorizations granted to Party A under this Agreement.
In order to guarantee the interests of Party A, Party B and Party C will abide by and perform all warranties, undertakings, agreements, representations and conditions. If Party B and/or Party C fails to perform or incompletely performs their warranties, undertakings, agreements, representations and conditions, causing damages to Party A, Party B and/or Party C shall compensate Party A for all losses incurred thereby.
6. Undertakings by Party B
Party B hereby undertakes to Party A as follows:
6.1 Without Party As prior written consent, Party B shall not re-establish or allow to establish any new pledge or any other security interest on the pledge equity, and any fully or partly established pledge on the pledge equity without Party As prior written consent or any other security interest will be invalid.
6.2 Without prior written notice to Party A and obtaining its prior written consent, Party B shall not transfer the pledge equity, and all of Party Bs actions of transferring the pledge equity without Party As prior written consent will be invalid.
6.3 When any lawsuit, arbitration or other request occurs, and may adversely affect Party As rights and interests or pledge equity under this Agreement, Party B shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party As reasonable requirements, to ensure Party As pledge rights and interests on pledge equity.
6.4 Party B shall not conduct or allow any behavior that may adversely affect Party As interests and rights or pledge equity under the Master Contract and this Agreement.
6.5 Party B shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party As reasonable requirements to ensure Party As pledge rights and interests on the pledge equity and the exercise and realization of such rights.
6.6 If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party B shall warrant to take all measures to realize such transfer.
6.7 Party B will provide Party A with Party Cs financial statements of the previous Gregorian calendar quarter within the first month of each Gregorian calendar quarter, including (but not limited to) balance sheet, income statement and cash flow statement.
7. Undertakings by Party C
Party C hereby further undertakes to Party A as follows:
7.1 Without Party As prior written consent, Party C will not assist or allow Party B to re-establish any new pledge or any other security interest on the pledge equity.
7.2 Without the prior written consent of Party A, Party C will not assist or allow Party B to transfer the pledge equity.
7.3 When any lawsuit, arbitration or other request occurs, and may adversely affect the pledge equity or Party As rights and interests under this Agreement, Party C shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party As reasonable requirements, to ensure Party As pledge rights and interests on pledge equity.
7.4 Party C shall not conduct or allow any behavior that may adversely affect Party As interests and rights or pledge equity under the Master Contract and this Agreement.
7.5 Party C shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party As reasonable requirements to ensure Party As pledge rights and interests on the pledge equity and the exercise and realization of such rights.
7.6 If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party C shall warrant to take all reasonable measures to realize such transfer.
8. Event of Exercise and Exercise of Pledge
8.1 In case of any of the following events (the Event of Exercise), Party A may choose to request Party B or Party C to immediately and fully perform all of its obligations under this Agreement, and the pledge right established under this Agreement can also be exercised immediately:
(a) Any representations, warranties or undertakings made by Party B and Party C in this Agreement or the Master Contract are inconsistent, incorrect, untrue or no longer correct or true in any respect; or Party B, Party C or their legal assignees or successors violate or fail to abide by any of its obligations under this Agreement or the Master Contract or any undertakings and warranties that made; or
(b) Any one or more of the obligations of Party B, Party C or their legal assignees or successors under this Agreement or any master contract are deemed as illegal or invalid transactions; or
(c) Party B or Party C or their legal assignees or successors seriously violate their obligations under this Agreement.
8.2 In case of any of the above exercise events, Party A may exercise the pledge right by purchasing at a discount, appointing other party to purchase at a discount, auction or sell the pledge equity according to the relevant Chinese laws and regulations. Party A can exercise the pledge right under this Agreement without needing to first exercise other guarantees or rights, or take other measures or procedures against Party B and/or Party C or anyone else.
8.3 Upon the request of Party A, Party B and Party C shall take all legal and appropriate actions required by Party A to enable it to exercise the pledge right according to this Agreement. For this purpose, Party B and Party C shall sign all the documents and materials reasonably required by Party A, and shall implement and handle all actions and issues reasonably required by Party A.
9. Transfer
9.1 Unless with the prior written consent of Party A, Party B and Party C shall have no right to grant or transfer any of their rights and obligations under this Agreement to any third party, but not including the Exclusive Option Agreement signed between Party B and Party A.
9.2 This Agreement is binding upon Party B and its legal assignees or successors, and is valid for Party A and each legal assignee or successor.
9.3 Party A may transfer all or any of its rights and obligations under the Master Contract to its designated party (which may be a natural person/legal person) at any time, in this case, the assignee shall enjoy and assume the rights and obligations that Party A enjoys and assumes under this Agreement, just as it shall enjoy and assume as a party to this Agreement. When Party A transfers the rights and obligations under the Master Contract, upon the request of Party A, Party B and/or Party C shall sign relevant agreements and documents with regard to such transfer.
9.4 If any change of Party in this Agreement is caused by the above transfer of Party A, both parties to the new pledge shall sign another pledge agreement, and Party B and Party C shall assist the assignee in handling all the equity pledge registration changes (if applicable).
10. Fundamental Change of Circumstances
10.1 As a supplement, and without violating other terms of the Master Contract and this Agreement, if at any time, due to the promulgation or change of any Chinese laws, regulations or rules, or due to the change of interpretation or application of such laws, regulations or rules, or due to the change of related registration procedures, Party A deems that it becomes illegal to keep this Agreement effective and/or dispose of the pledge equity in the way stipulated in this Agreement or violates such laws, regulations or rules, Party B and C Party shall immediately take any action, and/or sign any agreements or other documents following Party As written instructions and according to Party As reasonable requirements, so as to:
(a) Maintain this Agreement effective;
(b) Facilitate to dispose of the pledge equity in the way stipulated in this Agreement; and/or
(c) Maintain or realize the guarantee established or intended to be established in this Agreement.
11. Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
12. Default Liability
If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.
13. Force Majeure
Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.
14. Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.
Party A: Full Truck Alliance Information Consulting Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Party B: Hui Zhang
Address: **********
Party B: Guizhen Ma
Address: **********
Party C: Guiyang Shanen Technology Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
15. Supplementary Provisions
15.1 This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the peoples court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.
15.2 This Agreement shall take effect since the date of signing by all parties and will be terminated after all obligations under the Master Contract are fully implemented or terminated for any reason.
15.3 The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.
15.4 Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.
15.5 All parties shall bear and pay the taxes involved in this Agreement according to law.
15.6 Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.
15.7 This Agreement is written in Chinese. The original is made in sextuplicate. Party A and Party C hold one copy for each; Party B holds two copies; the remaining two originals shall be submitted to the related industrial and commercial registration authority for filing.
(No text below)
(Signature page to Equity Interest Pledge Agreement)
Party A: Full Truck Alliance Information Consulting Co., Ltd. | ||||
Legal Representative (signature) | /s/ Zhengju Qian |
|||
Zhengju Qian | ||||
Party B: | ||||
Hui Zhang (signature): | /s/ Hui Zhang |
|||
Hui Zhang |
||||
Guizhen Ma (signature): | /s/ Guizhen Ma |
|||
Guizhen Ma |
||||
Party C: Guiyang Shanen Technology Co., Ltd. | ||||
Legal Representative (signature) | /s/ Zhengju Qian |
|||
Zhengju Qian |
[This page is an annex to the Equity Interest Pledge Agreement]
List of Agreements
1. Exclusive Service Agreement
2. Exclusive Option Agreement
3. Power of Attorney
Exhibit 4.9
Spousal Consent Letter
To: Full Truck Alliance Information Consulting Co., Ltd.
I am [Name of Covenantor] (ID No.:______________, the spouse of [Name of Shareholder], a shareholder of Guiyang Shanen Technology Co., Ltd. (the Shanen Technology). [Name of Shareholder] currently holds ___% of equity in Shanen Technology. Shanen Technology and your company signed the Exclusive Service Agreement on November 16, 2021. Shanen Technology, shareholders of Shanen Technology, and your company signed the Exclusive Option Agreement on November 16, 2021, signed the Power of Attorney on November 16, 2021, and signed the Equity Interest Pledge Agreement on November 16, 2021 (collectively referred to as the Control Agreements). [Name of Shareholder] issued the Power of Attorney on November 16, 2021 (the Power of Attorney), in order to protect the benefits of your company in the control agreements, I hereby irrevocably make the following undertakings to your company:
1. I fully understand and agree to the above control agreements and the Power of Attorney signed by [Name of Shareholder]. Such control agreements and the Power of Attorney are solely owned by [Name of Shareholder], who shall assume the relevant rights and obligations, and I do not enjoy nor assume any rights and obligations that stipulated or agreed;
2. I confirm that the equity of Shanen Technology held by [Name of Shareholder] and all the rights and interests attached to it are not the common property of myself and my spouse [Name of Shareholder];
3. I will not and shall not participate in the operation, management, liquidation, dissolution and other business of Shanen Technology in the future, and will not claim any rights and interests related to the equity and assets of Shanen Technology; my spouse [Name of Shareholder] can independently make any decision related to Shanen Technology, and its effect will not be limited or affected by my decision, even if I and my spouse [Name of Shareholder] are divorced;
4. In order to protect Shanen Technologys equity under the structural contract and achieve the purpose involved, if I need to sign the relevant documents or perform the relevant procedures with regard to the held equity of Shanen Technology or the fulfillment of the control agreements, I hereby authorize my spouse [Name of Shareholder] from time to time to sign all necessary documents or perform all necessary procedures for me and on my behalf, and I hereby confirm and agree all the relevant documents signed or procedures performed by my spouse [Name of Shareholder];
5. My confirmation, consent, undertakings and authorization in this letter will not be revoked, damaged, invalidated or otherwise adversely affected by Shanen Technologys registered capital increase, decrease, bankruptcy, reorganization, merger, division, shareholder change or other similar events, and will not be revoked, damaged, invalidated or otherwise adversely affected by my loss of capacity for civil conduct, demise, qualification loss of spouse, divorce or other similar events.
I signed this Spousal Consent Letter on November 16, 2021, and this Spousal Consent Letter, after signed by me, will take effect on the date when the control agreements come into force.
Schedule of Material Differences
One or more spouse consent letters using this form were executed. Pursuant to Instruction ii to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:
No | Name of Variable Interest Entity |
Name of Shareholder |
Name of Covenantor |
% of Shareholders Equity Interest in the VIE | ||||
1 |
Shanen Technology | Hui Zhang | Li Hou | 70% | ||||
2 |
Shanen Technology | Guizhen Ma | Erxia Xu | 30% |
Exhibit 4.10
Power of Attorney
This Power of Attorney (this Agreement) is signed by the following parties on November 16, 2021:
(1) Full Truck Alliance Information Consulting Co., Ltd. (the Sole Proprietorship), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou;
(2) All entities listed in Annex I of this Agreement (the Authorized Party); and
(3) Guiyang Shanen Technology Co., Ltd., (the Domestic Company) a limited liability company established and validly existing under Chinese law, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.
(Sole Proprietorship, Authorized Party and Domestic Company are hereinafter referred to as a Party and collectively referred to as the Parties.)
Whereas:
(1) The Authorized Party is a registered shareholder of the Domestic Company and holds 100% of the equity of the Domestic Company;
(2) The Authorized Party intends to authorize the Sole Proprietorship (through its designated individuals) to exercise its voting rights in the Domestic Company, and to exercise all the voting rights enjoyed by it as a shareholder of the Domestic Company on behalf of the Authorized Party. The Sole Proprietorship intends (through its designated individuals) to accept such entrustment.
Whereas, all parties of the Agreement have reached the following through friendly negotiation:
1. Voting Rights
1.1 The Authorized Party as a whole hereby irrevocably and unanimously agrees to authorize the Sole Proprietorship to act on behalf of the Authorized Party as a shareholder of the domestic company at its shareholders meeting within the proxy period specified in this Agreement to exercise all the voting rights (the Voting Rights) enjoyed according to the applicable laws of China and the Articles of Association of a domestic company. The Sole Proprietorship enjoys 100% of the voting rights represented by the registered capital of all domestic companies.
1.2 The above voting rights include but are not limited to the following rights:
1.2.1 Determine the business policies and investment plans of domestic companies;
1.2.2 Elect and replace the directors of domestic companies and determine their remuneration;
1.2.3 Elect and replace the supervisors of domestic companies and determine their remuneration;
1.2.4 Approve any reports prepared by the board or executive directors of domestic companies;
1.2.5 Approve any reports prepared by the board of supervisors or supervisors of domestic companies;
1.2.6 Approve the annual financial budget and final accounts of domestic companies;
1.2.7 Approve the profit distribution plans and the loss recovery plans of domestic companies;
1.2.8 Determine any increase or decrease in the registered capital of domestic companies;
1.2.9 Determine the issue of any corporate bonds by domestic companies;
1.2.10 Determine the merger, division, reorganization, termination and liquidation of domestic companies;
1.2.11 Determine the changes in the business scope of domestic companies;
1.2.12 Modify the articles of association of domestic companies;
1.2.13 Determine any changes in the scope of operation or nature of the domestic companies;
1.2.14 Determine the dividends and other distribution policies of domestic companies;
1.2.15 Determine to borrow any loan from any third party in the name of a domestic company;
1.2.16 Determine to sell, transfer or otherwise dispose of major assets or rights of domestic companies to any third party, including but not limited to intellectual property rights;
1.2.17 Determine to set any security interest in the major assets (tangible or intangible assets) of domestic companies, regardless of the purpose of the security;
1.2.18 Determine to transfer any agreement or contract with a domestic company as a party to any third party;
1.2.19 Determine any loan provided or lent by a domestic company to any party; and
1.2.20 Determine other matters that may have a significant impact on any rights, obligations, assets or operations of a domestic company.
1.3 The Sole Proprietorship shall exercise the voting rights described in this Agreement by designating one (1) natural person. After the Sole Proprietorship selects a natural person, it shall notify the Authorized Party in writing. The Authorized Party shall sign the power of attorney in the format shown in the Annex II: to the natural person. Unless the Sole Proprietorship requires to replace the designated natural person through a written notice, the Authorized Party shall not withdraw the authorization of the natural person without authorization. If the Sole Proprietorship changes the designated natural person, the Authorized Party shall immediately terminate the signed power of attorney on the replaced person, and shall sign a new power of attorney to authorize the Sole Proprietorship to re-appoint a person.
1.4 The Sole Proprietorship agrees to accept the authorization of the authorized party according to the provisions of Article 1.1 in the above, and to exercise the voting rights on behalf of the Authorized Party according to the terms and conditions of this Agreement.
1.5 The Authorized Party hereby irrevocably authorizes the Sole Proprietorship to sign and/or stamp on all the relevant legal documents related to the exercise of any rights enjoyed by the Authorized Party as a shareholder of the domestic company on behalf of the Authorized Party.
2. Exercise of Voting Rights
2.1 For any matters approved by the Sole Proprietorship based on the exercise of the voting rights granted under this Agreement, the Sole Proprietorship may request the Authorized Party to sign the relevant resolutions of the domestic companys shareholders meeting or any other similar written documents when it deems necessary.
2.2 The Sole Proprietorship shall report to the Authorized Party on the exercise of the voting rights granted under this Agreement at any time when it deems appropriate. Upon termination of this Agreement, the Sole Proprietorship shall report to the Authorized Party the results related to its exercise of the voting rights granted under this Agreement.
3. Proxy Period
3.1 The proxy period under this Agreement shall start from the effective date of this Agreement to (i) The completion date of equity transfer (as defined hereunder); or (ii) The termination of the domestic company (whichever occurs earlier). The Completion Date of Equity Transfer shall refer to the date when the domestic company has completed the procedures for the registration of change of shareholders in the competent administrative department for industry and commerce, and when the Sole Proprietorship and/or a third party designated by it has become the registered and legal ownership of all equity of the domestic company.
3.2 After all parties have reached a consensus through negotiation, all parties of this Agreement can adjust the proxy period under this Agreement at any time through negotiation, provided that any such adjustment must be clearly made in the form of a written agreement.
4. Proxy Remuneration
The Sole Proprietorship hereby agrees that the Authorized Party is not obligated to pay any remuneration to the Sole Proprietorship for its exercising any rights granted under this Agreement on behalf of the Authorized Party.
5. Representations and Warranties
5.1 The Authorized Party hereby separately represents and guarantees as follows:
5.1.1 It is a Chinese citizen with full capacity; it has complete and independent legal status and legal capacity, and has obtained proper authorization to sign, deliver and perform this Agreement, and can independently act as a subject of litigation.
5.1.2 It has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
5.1.3 It is a registered and legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.
5.2 The Sole Proprietorship and the Domestic Company hereby separately and jointly declare and guarantee as follows:
5.2.1 It is a limited liability company duly registered and legally existed according to the law of the registration place, with independent legal person qualification. It has complete and independent legal status and legal capacity to sign, deliver and fulfill this Agreement, and can independently act as a subject of litigation.
5.2.2 It has the full power and authorization within the Domestic Company to sign and deliver this Agreement and all other documents to be signed and are related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement.
5.3 The Domestic Company further declares and guarantees as follows:
The Authorized Party is a registered legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and the Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.
6. Default Liability
6.1 If any authorized party directly or indirectly violates any provision of this Agreement, or fails to perform or fails to timely and fully perform any of its obligations under this Agreement, the authorized party shall be deemed to have violated this Agreement and the Sole Proprietorship can request the authorized party to correct its violation or non-performance by written notice, take adequate, timely and effective measures to eliminate the consequences of the above violation or non-performance, and compensate the sole proprietorship for the losses caused by the violation or non-performance of the authorized party.
6.2 Once a breach of contract occurs, and the Sole Proprietorship believes that this breach has caused the unfeasible or unfair performance of any of its obligations under this Agreement based on its reasonable and objective judgment, the Sole Proprietorship may notify the Authorized Party in writing to temporarily suspend the performance of its obligations under this Agreement until the Authorized Party has stopped its breach of contract, has taken timely and effective measures to eliminate the consequences therefrom, and has compensated the Sole Proprietorship for the losses caused by the above breach of contract.
6.3 The losses suffered by the Sole Proprietorship due to the breach of contract of the Authorized Party and can be repaid by the Authorized Party shall include all direct economic losses suffered by the Sole Proprietorship due to or related to the Authorized Partys breach of contract, any expected indirect losses, and any other extra charges incurred thereof, including but not limited to attorney fees, litigation and arbitration fees, financial expenses and travel expenses. If this Agreement has any other express provision on the amount of liquidated damages, that provision shall apply.
7. Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other addresses known by all parties of this Agreement.
Full Truck Alliance Information Consulting Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Authorized Party: Hui Zhang
Address: **********
Authorized Party: Guizhen Ma
Address: **********
Guiyang Shanen Technology Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
8. Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of other parties, no party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
9. Effectiveness, Amendment and Termination
9.1 This Agreement shall take effect after being signed by all parties to this Agreement, and shall expire at the end of the proxy under this Agreement.
9.2 If any shareholder transfers all its equity held in a domestic company to the Sole Proprietorship or its designated third party before the expiry of this Agreement, the shareholder shall be exempt from any restrictions regulated in this Agreement from the date of completion of equity transfer.
9.3 Each shareholder hereby irrevocably and permanently waives its right to terminate this Agreement.
9.4 After all the parties of this Agreement have signed a written agreement, this Agreement could be supplemented or amended in writing. The amendment agreement and supplementary agreement (if any) of this Agreement shall become a part of this Agreement after being signed by all the parties of this Agreement and shall be binding upon all parties.
9.5 The Authorized Party agrees that the Sole Proprietorship has the right to terminate this Agreement in advance without any reason after notifying the Authorized Party ten (10) days in advance in writing, without any liability for breach of contract. Notwithstanding the above regulations, the Authorized Party shall not terminate this Agreement in advance for any reason without the prior written consent of the Sole Proprietorship.
9.6 Any early termination of this Agreement shall not affect any rights granted to or obligations assumed by either party prior to the date of such termination according to the terms of this Agreement.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the peoples court where the domestic company is located for property preservation or take other measures permitted by law, so as to support the arbitration.
11. Miscellaneous
11.1 All the titles contained in this Agreement are set for convenient access only and shall not affect the interpretation to any provisions of this Agreement in any way.
11.2 If all or any part of any provision of this Agreement is recognized to be unenforceable due to violation of any law or government regulation or any other reason, the provisions of that part shall be deemed deleted; but such deletion shall not affect the legal effect of any other part of this provision or any other provisions of this Agreement. In this case, all parties of this Agreement shall negotiate to reach new provisions to replace the invalid or unenforceable terms in the above.
11.3 If any shareholder violates any provisions of this Agreement, such violation shall not affect the rights and obligations of other parties under this Agreement and any other related agreements, as well as the fulfillment and execution of this Agreement and such other agreements. Each authorized party shall bear joint and several liability for any and all obligations and responsibilities of other authorized parties under this Agreement.
11.4 Unless otherwise agreed in this Agreement, the failure or delay of any party to exercise any of its rights, powers or privileges under this Agreement shall not be deemed as a waiver of such rights, powers or privileges, and solely or partly exercise of any rights, powers or privileges under this Agreement shall not impede the exercise of any other rights, powers and privileges herein.
11.5 This Agreement shall benefit all parties herein and their respective successors and legal assignees, and shall be binding upon them.
11.6 The original agreement is in made in quadruplicate, with each party holding one copy. All the originals of this Agreement shall have the same effect.
(No text below)
(Signature page to Power of Attorney)
Sole Proprietorship: Full Truck Alliance Information Consulting Co., Ltd.
Legal Representative (signature) |
/s/ Zhengju Qian | |
Zhengju Qian | ||
Authorized Party: | ||
By: | /s/ Hui Zhang | |
Name: | Hui Zhang | |
By: | /s/ Guizhen Ma | |
Name: | Guizhen Ma |
Domestic Company: Guiyang Shanen Technology Co., Ltd. | ||
Legal Representative (signature) |
/s/ Zhengju Qian | |
Zhengju Qian |
Annex I
Authorized Party
1. | Hui Zhang, PRC ID Number: ********** |
2. | Guizhen Ma, PRC ID Number: ********** |
Annex II
[This page is Annex II to the Power of Attorney]
Letter of Authorization
I, Hui Zhang (ID No. **********) hereby irrevocably authorize Full Truck Alliance Information Consulting Co., Ltd. (WFOE) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.
The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Companys dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.
Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOEs written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOEs
Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.
Principal:
Hui Zhang (Signature): /s/ Hui Zhang
Date:__________________________
Letter of Authorization
I, Guizhen Ma (ID No. **********) hereby irrevocably authorize Full Truck Alliance Information Consulting Co., Ltd. (WFOE) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.
The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Companys dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.
Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOEs written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOEs
Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.
Principal:
Guizhen Ma (Signature): /s/ Guizhen Ma
Date:__________________________
Exhibit 4.11
Exclusive Service Agreement
This Exclusive Service Agreement (This Agreement) was signed by the following parties on November 16, 2021:
Party A: Full Truck Alliance Information Consulting Co., Ltd., a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou; and
Party B: Guiyang Shanen Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.
(Party A and Party B are individually referred to as one party and collectively as both parties)
Whereas:
(1) Party A is a wholly foreign-owned enterprise registered and established according to law, with strong technical development & support capability, and rich experience in terms of software technology support and technical service.
(2) Party B is mainly engaged in technology development, technology consulting, technology services and software development. In the process of operation and management, Party B needs technical support and services from the professional technical company.
In witness whereof, through friendly consultation and based on the principle of equality and mutual benefit, both parties hereby agree to and abide by the following terms:
1 Technical Support and Technical Services
1.1 Party A agrees to provide technical support and services to Party B in accordance with the terms and conditions of this Agreement, and Party B agrees to accept the technical support and services provided by Party A in accordance with the terms and conditions of this Agreement. The specific contents of technical support and technical services are as follows:
1.1.1 Party A shall conduct research and development on relevant technologies according to business requirements of Party B;
1.1.2 Party A shall be responsible for the daily maintenance, monitoring, debugging and troubleshooting of Party Bs computer network equipment;
1.1.3 According to Party Bs requirements from time to time, Party A shall conduct relevant investigation and research, collect relevant data and materials, and issue investigation and research results and reports on specialized technical problems and needs during its operation within specified time as required by Party B;
1.1.4 Party A shall provide Party B with technical designs, schemes, drawings, data, parameters, standards, procedures, research results of similar technology, reports, materials and data including but not limited to those in connection with Party Bs technical problems during operation;
1.1.5 Party A shall promptly answer the technical questions raised by Party B and assign personnel to solve the technical problems on site when necessary;
1.1.6 Party A shall provide other relevant technical support and technical services to Party B according to the provisions of this Agreement.
1.2 Party B shall actively cooperate with Party A to complete the aforesaid work, and shall be responsible for providing relevant data, technical requirements and technical specifications needed. Party B agrees that Party A has the right to designate a third party to provide the management & consulting services described in Article 1.1 of this Agreement.
1.3 This Agreement is valid permanently. Party B shall not terminate this Agreement in advance within the validity period of this Agreement. Notwithstanding the foregoing, Party A has the right to terminate this Agreement at any time by sending a written notice to Party B thirty (30) days in advance. If Party A dissolves this Agreement in advance due to Party B, Party B shall pay Party A the service fee for the completed services and jointly compensate Party A for the actual economic losses caused thereby.
2 Exclusivity
Party A is the exclusive provider providing technical support and technical services to Party B under this Agreement. Within the validity period of this Agreement, Party B shall not sign any same or similar agreements with any other third party, and shall not accept any same or similar technical support and services provided by any third party without the prior written consent of Party A.
3 Intellectual Property
Any and all intellectual property rights arising from the performance of this Agreement, including but not limited to copyright, patent rights and technical secrets, shall be owned by Party A, and Party B shall not enjoy any other rights except those stipulated in this Agreement. Both parties agree that this article will survive the change, cancellation or termination of this Agreement.
4 Service Fees
Both parties agree that, as the consideration for the technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in full and on time according to the following provisions. The amount and payment method of service fees are detailed in Annex I of this Agreement. This annex may be amended on the basis of implementation after negotiations between both parties.
5 Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of the other party, neither party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless both parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
6 Representations and Warranties of Party A
6.1 Party A is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.
6.2 Party A has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
7 Representations and Warranties of Party B
7.1 Party B is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.
7.2 Party B has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.
7.3 Party B shall promptly report to Party A the situations that have or may have significant adverse effects on business and operation of Party B, and try its best to prevent the occurrence of such situations and/or the expansion of losses.
7.4 Without the written consent of Party A, Party B shall not dispose of its important assets in any form, nor change its existing shareholding structure.
8 Default Liability
If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, its in violation of this Agreement and should compensate for all direct and any anticipated indirect losses caused to the other party.
Party B shall be jointly and severally liable for the expenses actually paid by Party A arising from or related to litigation, claims or other requests for services provided by Party A according to this Agreement or Party Bs requirements, as well as any compensation, losses, damages and expenses that can be proved by Party A by providing payment voucher and shall compensate Party A for all the losses in full.
9 Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by both parties.
Party A: Full Truck Alliance Information Consulting Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Party B: Guiyang Shanen Technology Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
10 Force Majeure
Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of this Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other party by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, both parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.
11 Supplementary Provisions
11.1 This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If both parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, both parties have the right to apply to the peoples court where Party B is located for property preservation or take other measures permitted by law, so as to support the arbitration.
11.2 The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.
11.3 Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.
11.4 This Agreement shall be binding on the legal assignees or successors of both parties.
11.5 Both parties shall bear and pay the taxes involved in this Agreement according to law.
11.6 This Agreement shall come into force from the date of execution hereof by both parties.
11.7 This Agreement shall be made in Chinese with two originals and each party shall hold one original.
(No text below)
[Signature page to Exclusive Service Agreement]
Party A: Full Truck Alliance Information Consulting Co., Ltd.
Legal Representative (signature) | /s/ Zhengju Qian |
|||
Zhengju Qian |
Party B: Guiyang Shanen Technology Co., Ltd.
Legal Representative (signature) | /s/ Zhengju Qian |
|||
Zhengju Qian |
[Annex to Exclusive Service Agreement]
1. Both parties agree that in consideration of technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in accordance with the following provisions:
(1) In the first month of each year (for the first year, the month following the date of this Agreement), both parties shall determine the amount of service fees for that year, and the amount of service fees for each year shall be signed and confirmed in writing by both parties as annexes to this Agreement. The amount of such service fees shall not be less than 90% of the total pre-tax profit before Party B pays service fees to Party A in the previous year. However, with negotiation of both parties and prior written consent of Party A, the amount of service fees may be adjusted according to the service content of Party A and the operation needs of Party B in the current year.
(2) In determining the amount of service fees for the year in accordance with paragraph (1) above, both parties shall take into full account the following factors, including but not limited to:
(a) Number of employees used by Party A to provide services to Party B and the qualifications of such employees;
(b) Time to be spent by Party As employees on providing services;
(c) Specific content and value of services provided by Party A;
(d) Whether the provision of technical support and technical services includes the use license provided to Party B for specific technologies (including patented technologies and non-patented technologies) in the process of providing technical support and technical services;
(e) Internal connection between Party As technical support and technical services and Party Bs operating income.
(3) Party B shall pay the above annual service fees on a quarterly basis divided equally in quarters, and pay the amount payable for the quarter to the bank account designated by Party A within 15 workdays before the end of each quarter.
2. If Party A believes that the amount of expenses stipulated in Article 1 of this Annex cannot adapt to the change of objective conditions and needs to be adjusted, Party B shall actively and honestly consult with Party A within seven workdays from the date of Party As written request to adjust the fees in order to determine a new standard fee rate or mechanism.
Exhibit 4.12
Exclusive Option Agreement
This Exclusive Option Agreement (this Agreement) was signed by the following parties on November 16, 2021:
Party A: Full Truck Alliance Information Consulting Co., Ltd., a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou;
Party B:
1. Hui Zhang, ID Number **********;
2. Guizhen Ma, ID Number **********;
Party C: Guiyang Shanen Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.
(Party A, Party B and Party C are individually referred to as a Party and collectively referred to as the Parties.)
Whereas:
(1) Party B is a registered shareholder of Party C, and holds 100% equity of Party C in total. On the signing date of this Agreement, its capital contribution and shareholding ratio in the registered capital of Party C are shown in Annex I of this Agreement.
(2) Party B agrees to grant Party A an irrevocable call option exclusively. According to such call option, Party B shall transfer the underlying equity to Party A and/or any other third party designated by Party A according to the requirements of Party A under the premise permitted by Chinese laws.
In witness whereof, all parties have reached the following agreement through consensus:
1. Call Option
1.1 During the validity period of this Agreement, Party A has the right to request all natural persons of Party B to transfer all or part of the equity of Party C (Underlying Equity) according to the specific requirements of Party A at any time under the following circumstances, and Party B shall transfer the underlying equity to Party A and/or the third party designated by Party A according to Party As requirements:
(1) According to Chinese laws, Party A and/or the third party designated by Party A may hold all or part of the underlying equity; or
(2) Other circumstances deemed appropriate or necessary by Party A.
The call options obtained by Party A under this Agreement are exclusive, unconditional and irrevocable.
1.2 All parties agree that Party A has the right to exercise all or part of the call options and obtain all or part of the underlying equity at its own discretion. All parties further agree that when Party A exercises the call option according to the provisions of this Agreement, the time, manner, quantity and frequency are not limited.
1.3 All parties agree that Party A may designate any third party to receive all or part of the underlying equity, and Party B shall not refuse to transfer all or part of the underlying equity to the designated third party except in cases explicitly prohibited by Chinese laws.
1.4 Before the underlying equity is transferred to Party A or the third party designated by Party A according to the provisions of this Agreement, Party B shall not transfer the underlying equity to any third party without the prior written consent of Party A, otherwise such transfer will be invalid.
2. Procedure
2.1 Party B shall sign the Equity Transfer Contract in the format specified in Annex II of this Agreement while signing this Agreement, and submit this document to Party A.
2.2 If Party A decides to exercise the call option in accordance with Article 1.1 above, it shall send a written exercise notice to Party B (in the format specified in Annex III of this Agreement), and shall state the proportion or quantity of the underlying equity to be transferred and the name and identity of the transferee in the notice. Party B and Party C shall provide all necessary information and documents for handling the equity transfer procedures within seven days after receiving the notice from Party A.
2.3 Except for the conditions mentioned in Article 1.1 and the notice mentioned in Article 2.2 of this Agreement, when Party A transfers the underlying equity, there are no other prerequisite or incidental conditions or procedures.
2.4 Party B shall provide necessary and timely support to Party C, and assist Party C to handle the approval procedures in the approval authority in accordance with applicable Chinese laws (if required by law) and handle the equity transfer procedures in the administrative department for industry and commerce.
2.5 The date when the transfer procedures for the underlying equity are completed is the date when the exercise of the call option is completed.
3. Transfer Price
3.1 The total transfer price of the underlying equity shall be the lowest price allowed by Chinese laws and regulations when the equity is transferred. If the underlying equity is transferred by stages or in batches, the corresponding transfer price shall be determined according to the specific transfer time and transfer ratio.
3.2 The taxes arising from the transfer of the underlying equity shall be borne by each party according to law.
3.3 Party B agrees that all the exercise price (if any) obtained by Party B when Party A or the third party designated by Party A exercises the right will be freely given to Party C in a manner permitted by law.
4. Representations, Warranties and Undertakings
4.1 Any party hereby represents and warrants to the other parties as follows:
(1) The party has complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as the litigation subject;
(2) The party has all necessary rights, capabilities and authority to sign this Agreement and perform all obligations and responsibilities under this Agreement;
(3) The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals;
(4) When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and
(5) This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes a legal and binding obligation of the party.
4.2 Party B and Party C jointly make further representations and guarantees to Party A as follows:
(1) On the effective date of this Agreement, Party B legally owns the equity of Party C, and has complete and effective right to dispose of the equity. The registered capital of Party C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has no right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements.
(2) Within the validity period of this Agreement, Party B shall not transfer any equity held by Party C to any third party, or the transferred equity shall be free and clean of any mortgage, pledge, any other types of encumbrances without the prior written consent of Party A.
(3) Where permitted by relevant Chinese laws, Party B and Party C will extend the operating period of Party C according to the approved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable).
(4) Within the validity period of this Agreement, without the written consent of Party A, Party B:
(i) shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity;
(ii) shall not dispose of or urge the management of Party C to dispose of any major assets of Party C;
(iii) shall not terminate or urge the management of Party C to terminate any major agreement signed by Party C, or sign any other agreement that conflicts with the existing major agreement.
(iv) shall not appoint or replace any director, supervisor or other management personnel of Party C;
(v) shall not urge Party C to announce the distribution or actually distribute any distributable profits or dividends;
(vi) shall ensure that Party C effectively survives and is not terminated, liquidated or dissolved;
(vii) shall not amend the articles of association of Party C; and
(viii) shall ensure that Party C will not lend or borrow loans, provide guarantees or issue the guarantees in other forms, or undertake any substantive obligations besides the normal business activities.
(5) Once Party A issues a written exercise notice:
(i) Party B shall immediately convene the shareholders meeting, pass the resolutions of the shareholder meeting and take other necessary actions, and agree to transfer the underlying equity to Party A and/or its designated third party at the agreed share price, and waive its first refusal right;
(ii) According to the signed Equity Transfer Contract, Party B shall immediately transfer the underlying equity to Party A and/or its designated third party at the agreed transfer price, and provide necessary support (including providing and signing all relevant legal documents, performing all government approval and registration procedures and undertaking all relevant obligations) to Party A and/or its designated third party to obtain the underlying equity, and the underlying equity shall be free of any legal defects and free from encumbrances and rights such as security interests, third party restrictions or any other restrictions on the equity.
(6) If Party C is dissolved or liquidated in accordance with the laws and regulations of the PRC, all remaining assets attributable to Party B will be transferred to Party A or a third party designated by Party A in accordance with the minimum purchase price permitted by the laws and regulations of the PRC. Each of Party B and Party C undertakes that it will return the consideration received in respect of such transfer to Party A or a third party designated by it in full in accordance with the laws of the PRC;
(7) If the bankruptcy, reorganization or merger of Party C, the disappearance, death, incapacity, divorce, marriage or any other event of Party B results in a change in the equity in Party C held by Party B or results in circumstances affecting the exercise by Party B of its shareholder rights in Party C, then:
(i) the successor of the equity in Party C held by Party B or any other person entitled to claim rights or benefits in respect of the equity in Party C held by Party B and any interest attached thereto shall be bound by this Agreement; and
(ii) unless otherwise agreed by Party A in writing, the sale of the equity in Party C shall also be bound by this Agreement.
5. Confidentiality
The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.
6. Notice
Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.
Party A: Full Truck Alliance Information Consulting Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Party B: Hui Zhang
Address: **********
Party B: Guizhen Ma
Address: **********
Party C: Guiyang Shanen Technology Co., Ltd.
Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou
Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.
7. Default Liability
If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.
8. Force Majeure
Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.
9. Supplementary Provisions
9.1 This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the peoples court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.
9.2 This Agreement shall come into force from the date of its execution by all parties, and shall be terminated after Party A exercises its call option according to this Agreement and obtains all the underlying equity of Party C or when all parties reach any agreement on dissolution of this Agreement.
9.3 The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.
9.4 Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.
9.5 This Agreement shall be binding on the legal assignees or successors of all parties.
9.6 All parties shall bear and pay the taxes involved in this Agreement according to law.
9.7 This Agreement and its annexes constitute the entire agreement concerning the transactions under this Agreement, and shall replace any and all oral or written communications, commitments, memos or any other discussions made by all parties on matters related to this Agreement.
9.8 Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.
9.9 This Agreement shall be made in Chinese and in quadruplicate. Party A and Party C shall hold one copy respectively; and Party B shall hold two copies.
(No text below)
(Signature page to Exclusive Option Agreement)
Party A: Full Truck Alliance Information Consulting Co., Ltd. | ||||
Legal Representative(signature) | /s/ Zhengju Qian |
|||
Zhengju Qian | ||||
Party B: | ||||
By: | /s/ Hui Zhang |
|||
Name: | Hui Zhang |
|||
By: | /s/ Guizhen Ma |
|||
Name: | Guizhen Ma |
|||
Party C: Guiyang Shanen Technology Co., Ltd. | ||||
Legal Representative(signature) | /s/ Zhengju Qian |
|||
Zhengju Qian |
[This page is Annex I to the Exclusive Option Agreement]
Basic information
Company name: Guiyang Shanen Technology Co., Ltd.
Registered capital: RMB 50,000,000
Paid-in capital: RMB 0
Legal representative: Zhengju Qian
Equity structure:
Name of stockholder | Amount of contribution (RMB 10,000) |
Ratio of contribution (%) |
Method of contribution |
|||||||||
Hui Zhang |
3,500 | 70 | % | Currency | ||||||||
Guizhen Ma |
1,500 | 30 | % | Currency |
[This page is Annex II to the Exclusive Option Agreement]
Equity Transfer Contract
This Equity Transfer Contract (the Contract) is signed by both parties on MM/DD/YY:
Transferor (Party A):
1. Hui Zhang, ID Number ************;
2. Guizhen Ma, ID Number ************;
Transferee (Party B):
(Party A and Party B are individually referred to as one party and collectively as both parties)
Through friendly negotiation, the two parties have reached the following agreement on matters regarding the equity transfer:
1. The Transferor agrees to transfer ___% of its equity in Guiyang Shanen Technology Co., Ltd. (the Target Equity) to the Transferee at RMB _____, and the Transferee agrees to accept the Target Equity.
2. After the equity transfer, the Transferor shall no longer enjoy shareholders rights or assume shareholders obligations of the Target Equity, and the Transferee shall enjoy shareholders rights and assume shareholders obligations of the Target Equity.
3. For matters not mentioned herein, a supplementary agreement may be signed by both parties.
4. This Contract shall come into force on the date of signature of both parties hereto.
5. This Contract shall be made in _ copies. Party A and Party B shall each hold one copy and the rest shall be used for industrial and commercial registration of changes.
(No text below)
[This page is the signature page of the Equity Transfer Contract]
Transferor: |
||
Hui Zhang (signature): |
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Guizhen Ma (signature): |
Transferee:
[This page is Annex III to the Exclusive Option Agreement]
NOTICE OF EXERCISE
To: Guiyang Shanen Technology Co., Ltd. (you) and your shareholders
Whereas we signed an Exclusive Option Agreement with you and your shareholders on (MM/DD/YY), it is agreed that under the conditions permitted by the relevant laws and regulations of China, your shareholders shall, at the request of us, sell the equity they hold in you to us or the transferee designated by us.
Therefore, we hereby sends this notice to you and your shareholders as follows:
We hereby request to exercise the call option under the Exclusive Option Agreement at a price of RMB . We/the transferee designated by us shall purchase the equity held by your shareholders that accounts for % of your registered capital (the equity to be transferred). Upon receipt of this notice, you and your shareholders shall, in accordance with the terms of the Exclusive Option Agreement , go through the necessary procedures for selling all the equity to be transferred to us/the transferee designated by the us within workdays.
Full Truck Alliance Information Consulting Co., Ltd. |
(Stamp) |
Signature: |
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Name: |
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Position: |
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Date: |
Exhibit 4.13
LOAN AGREEMENT
Party A
Full Truck Alliance Information Consulting Co., Ltd.
Party B
[Name of Borrower]
November 18, 2021
LOAN AGREEMENT
THIS LOAN AGREEMENT (hereinafter, the Agreement) is entered into between the following Parties as of November 18, 2021:
Party | A: Full Truck Alliance Information Consulting Co., Ltd, a liability limited company established and existing under the laws of Peoples Republic of China (hereinafter, the PRC, only for the purpose of this contract, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan region); its address is No. 123 Kaifa Avenue, Economic and Technical Development Zone, Guiyang. |
Party B: [Name of Borrower], a citizen of Peoples Republic of China, ID Card number******.
(each of the Party shall be referred to as a Party, and shall be collectively referred to as the Parties.)
Whereas:
(1) | Party B intends to make capital contribute of RMB__ million to Guiyang Shanen Technology Co., Ltd (hereinafter, Shanen Technology), which holding __% equity interest of Shanen Technology; |
(2) | Party A agrees to provide the Loan (hereinafter, the Loan) of RMB__ million to Party B in accordance with the terms and conditions of the Agreement, to be used for capital contribution of Shanen Technology by Party B. |
IN WITNESS WHEREOF, upon mutual discussion and negotiation, the Parties have reached the following agreement:
1. | Loan |
Party A provides Loan to Party B.
2. | Entrusted Payment |
Party B hereby irrevocably agrees and authorizes that Party A may pay the Loan to the account of Party B directly, and may directly pay the Loan from Party B to the bank account of Shanen Technology as the capital contribution to Shanen Technology from Party B. If Party A pays the Loan to the aforesaid account, it shall be deemed that Party B has received the Loan.
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3. | Term |
The term of the Loan shall be ten (10) years commencing from the actual distribution date (i.e. [*]). The term can be extended under Party As request or agreement prior to the expiration of the term to another ten (10) years with no limits on the number of extensions. During the term of the Loan and/or its extensions, Party A can terminate the Agreement at any time and request to repay the Loan from Party B after informing Party B in writing 30 days in advance.
4. | Termination and Prepayment |
4.1 | Unless renewed or early termination of the Agreement, the Agreement shall be terminated upon expiration. Party B shall repay the Loan in full amount to Party A within fifteen (15) days of the termination of the Agreement. |
4.2 | During the term of the Loan and/or its extensions, Party A shall have the right to terminate the Agreement immediately under the following circumstances, and require Party B to repay the Loan in full amount in advance within fifteen (15) days of the termination of the Agreement: |
(1) | Party B fails to make capital contribution and lawfully holds the above equity interest of the Shanen Technology; |
(2) | Party B withdraws from Shanen Technology and ceases to be a shareholder of Shanen Technology; |
(3) | Party B is dead or a person is found to have incompetent or limited capacity in civil conduct; |
(4) | Party B is suspected of criminal offences; |
(5) | Party A exercises the exclusion share option under the Exclusive Share Option and Share Trust Agreement in accordance with the above Exclusive Share Option and Share Trust Agreement entered into by Party A and Party B and Shanen Technology. |
4.3 | During the term of the Loan and/or its extensions, in no reason shall Party B repay the Loan in advance unless with the written request from Party A. If there is violation of the Agreement regarding the prepayment by Party B, Party B shall pay Party A not less than RMB1 million liquidated damage in a lump sum on a pro-rata basis. |
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4.4 | The rights and obligations of the Parties under Articles 8, 9 ,10 and 11 of the Agreement shall survive the termination of this contract. |
5. | Repayment |
Party B may choose to repay the Loan in cash or by other means agreed by both Parties in writing and permitted by the PRC laws and regulations and industrial policies (including but not limited to transferring all or part of the equity interest in Shanen Technology held by Party B to Party A or a third party designated by Party A in accordance with the terms and conditions under the Exclusive Share Option and Share Trust Agreement).
6. | Interests |
6.1 | Both Parties agree and confirm that the Loans in the Agreement are interest-free, except stated in Article 6.2 below. |
6.2 | Subject to the PRC laws and regulations and industrial policies, if Party A or its designated third party purchases all or part of the equity interest in Shanen Technology held by Party B with the transfer price of such equity interest exceeds the amount of the Loan in accordance with the Exclusive Share Option and Share Trust Agreement for legal requirements or other reasons, Party B must pay the total price from the equity transfer to Party A or its designated third party for the settlement of the Loan. The excess of the transfer price of such equity interest over the amount of Loan shall be deemed as the interest or cost of capital use of the Loan, to the fullest extent permitted by the PRC laws. |
7. | Collateral Guarantee |
Both Parties agree that Party A and Party B shall enter into a separate Equity Pledge Agreement (hereinafter, the Equity Pledge Agreement) as a guarantee for the compliance with the Agreement of Party B.
8. | Breach of Contract |
8.1 | The Agreement is breached upon the occurrence of any of the following circumstances: |
(1) | Party B fails to repay the Loans in the Agreement as scheduled pursuant to the Agreement; |
(2) | Except as otherwise provided in the Agreement, Party B, directly or indirectly, breaches any terms of the Agreement or under no obligation or fails to timely and bear its fully obligations under the Agreement; or |
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(3) | In the event of default under the Equity Pledge Agreement. |
8.2 | In the event of default by Party B, Party A shall have the right to determine that part or all of the Loans under the Agreement shall become due and payable from Party B immediately without giving any notice or request to Party B, and Party B shall compensate for all losses (including direct losses and indirect losses) suffered by Party A. Party A may seek all possible remedies under the Agreement, the Equity Pledge Agreement and the PRC laws. |
9. | Special Covenants |
Party A exercises one or part of the rights and interests under the Agreement and/or the Equity Pledge Agreement without obstructing further exercise of other rights by Party A under the Agreement and/or the Equity Pledge Agreement. Party A shall always have the right to exercise its rights in respect of any pledged equity interest under such procedures and manner, whenever it thinks fit, but shall not be deemed to have waived any security rights. Delay in exercise or failure to exercise of its rights hereunder by Party A will not constitute waiver of such right or any other right under the Agreement and/or the Equity Pledge Agreement.
10. | Governing Law |
The validity, performance, interpretation and execution of the Agreement shall be governed by the laws of the PRC.
11. | Dispute Resolution |
In case of any dispute between the Parties on the interpretation and performance of the terms under the Agreement, the Parties shall negotiate in good faith to resolve the dispute. If both Parties fail to reach an agreement on the settlement of the dispute within thirty (30) days after one partys request for the settlement of the dispute through negotiation, either Party may file to a Peoples Court with jurisdiction regarding such dispute.
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12. | Force Majeure |
10.1 | Force majeure refers to any event beyond the reasonable control of a Party and still unavoidable under the reasonable attention of the affected party, including but not limited to government actions, natural forces, fires, explosions, storms, flooding, earthquake, tide, lightning or war. However, insufficient credit, funds or financing shall not be regarded as matters beyond the reasonable control of one party. A party seeking to be exempted from performance under the Agreement due to force majeure shall notify the other party as soon as possible of the exemption, and inform it of the steps required to complete the performance. |
10.2 | When the performance of the Agreement is delayed or hindered by the aforementioned definition of force majeure, the party affected by the force majeure does not need to bear any responsibility under the contract within the scope of the delay or hindrance. The party affected shall take appropriate measures to reduce or eliminate the effects of force majeure and shall strive to resume the performance of obligations that have been delayed or hindered due to force majeure. Once the force majeure is eliminated, the Parties agree to use their best efforts to resume performance under the Agreement. |
13. | Notices |
Notices or other communications required to be given by any party pursuant to the Agreement shall be written in Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the following addresses of one party or both Parties or other addresses notified to such party by the other party from time to time or other designated addresses. The date when a notice is deemed to be duly served shall be determined as follows: (a) a notice delivered personally is deemed duly served upon delivery; (b) a notice sent by mail is deemed duly served on the tenth (10th) day after the date when the postage prepaid registered airmail is posted (as evidenced by the postmark), or on the fourth (4th) day after the date when the notice is delivered to an internationally-recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon receipt as evidenced by the time shown in the transmission confirmation for the relevant documents.
Party A: Full Truck Alliance Information Consulting Co., Ltd.
Address: No. 123 Kaifa Avenue, Economic and Technical Development Zone, Guiyang.
Telephone: 0851-83842056
Party B: [Name of Borrower]
Address: ******
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14. | Validity and Completeness |
The Agreement becomes effective after the execution of both Parties. Upon execution, the Agreement shall constitute a complete agreement and consensus regarding the contents of the Agreement between the Parties thereto, and shall entirely replace all oral and/or written agreements and consensus in relation to the Loan prior agreed by the Parties, including the Original Loan Agreement. Both Parties agree that, from the effective date of the Agreement, no request from either Party to the other party to assume any responsibility in relation to the performance of the Original Loan Agreement. Both Parties shall not irrevocably waive all claims, demands and rights arising from the Original Loan Agreement against the other party.
15. | Severability |
If any provision of the Agreement is judged to be invalid or unenforceable as it is inconsistent with applicable laws, such invalidity shall be only with respect to such laws, and the legal validity of the other provisions hereof shall not be affected.
16. | Assignment |
Party B shall not transfer its rights and obligations under the Agreement to any third party, unless Party As prior written consent is obtained. Party B hereby agrees that Party A may assign its rights and obligations under the Agreement to any other third party when necessary to the extent permitted under PRC law. Party A only has to issue a written notice to Party B when such assignment takes place, and without the consent of Party B.
17. | Amendments and Supplements |
Any amendments and supplements to the Agreement shall be in writing. The amendment agreements and/or supplementary agreements that have been signed by the Parties and that relate to the Agreement shall be an integral part of the Agreement and shall have the same legal validity as the Agreement.
18. | Copies |
The Agreement shall be executed in two counterparts; each Party shall hold one original.
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Each original shall has the same legal validity.
THEREFORE, the Parties have entered into the Agreement as of the date first above written.
(The remainder is intentionally left blank)
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(SIGNATURE PAGE TO LOAN AGREEMENT)
Party A: Full Truck Alliance Information Consulting Co., Ltd.
Legal representative / Authorized representative: ___________________
(Seal): [Seal]
Party B: [Name of Borrower]
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Schedule of Material Differences
One or more loan agreements using this form were executed. Pursuant to Instruction ii to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:
No |
Name of Borrower |
Proposed Capital Contribution of Borrower to Shanen Technology |
Borrowing Amount |
% of Borrowers Equity Interest in Shanen Technology |
||||||
1 | Hui Zhang | RMB 35 million | RMB 35 million | 70 | % | |||||
2 | Guizhen Ma | RMB 15 million | RMB 15 million | 30 | % |
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Exhibit 4.16
Share Surrender and Loan Repayment Agreement
This Share Surrender and Loan Repayment Agreement (this Agreement) is made on April 14, 2022 by and among the following parties (each a Party and collectively the Parties):
(1) | Full Truck Alliance Co. Ltd., a company incorporated under the laws of the Cayman Islands (the Company); |
(2) | Mr. WANG Gang, a PRC citizen with passport No. of EC3730576; |
(3) | Mesterywang Investments Limited, a company incorporated under the laws of the British Virgin Islands (Mesterywang, and together with Mr. WANG Gang, the Borrowers); and |
(4) | Truck Work Logistics Information Co. Ltd, a company incorporated under the laws of the British Virgin Islands (Truck Work). |
WHEREAS:
(1) | On November 21, 2020, (i) the Company entered into a loan agreement with the Borrowers (the Loan Agreement), pursuant to which the Company has advanced to the Borrowers a loan in the principal amount of US$200,000,000 (the Loan); and (ii) the Company entered into a share charge with Mr. WANG Gang and Truck Work (the Share Charge, and together with the Loan Agreement, the Loan Documents), pursuant to which Truck Work has pledged to the Company certain shares it held in the Company as a continuing security for the payment and discharge of the Secured Obligations (as defined under the Share Charge). |
(2) | As of the date hereof, Truck Work holds 736,177,535 Class A Ordinary Shares (as defined below) of the Company, which constitute the Charged Shares (as defined in the Share Charge) under the Share Charge. |
(3) | Subject to the terms and conditions of this Agreement, Truck Work has agreed, and Mr. WANG Gang has agreed to cause Truck Work, to surrender to the Company and the Company has agreed to accept the surrender of certain number of Class A Ordinary Shares (as defined below) held by Truck Work as full satisfaction of the Borrowers obligation to repay the Repayment Amount (as defined below) and other outstanding obligations of the Borrowers under the Loan Agreement. |
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
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1. | Interpretation |
1.1 Capitalized terms used in this Agreement shall have the following meanings:
ADSs means the American depositary shares of the Company, which have been listed and traded on the New York Stock Exchange under the symbol of YMM and each of which represents twenty Class A Ordinary Shares as of the date hereof.
Arbitrator has the meaning set forth in Section 6.2 hereof.
Board means the board of directors of the Company.
Borrowers has the meaning set forth in the Preamble.
Class A Ordinary Shares means class A ordinary shares of the Company, par value US$0.00001 per share.
Closing Price on a Trading Day means the last price at which the Companys ADSs are traded during regular trading hours of such Trading Day.
Company has the meaning set forth in the Preamble.
Cut-Off Date means July 31, 2022.
Deed of Release has the meaning set forth in Section 2.2 hereof.
Encumbrances means any lien, pledge, encumbrance, charge (fixed or floating), mortgage, hypothecation, third party claim, debenture, option, right of pre-emption, right to acquire, assignment by way of security, trust arrangement for the purpose of providing security, retention arrangements, other security interests of any kind or other encumbrances of any nature whatsoever, and any agreement to create any of the foregoing.
HKIAC has the meaning set forth in Section 6.2 hereof.
Letter of Surrender has the meaning set forth in Section 2.1 hereof.
Loan has the meaning set forth in the Recital.
Loan Agreement has the meaning set forth in the Recital.
Loan Documents has the meaning set forth in the Recital.
Mesterywang has the meaning set forth in the Preamble.
Party and Parities has the meaning set forth in the Preamble.
Proceedings means any proceeding, claim, suit or action arising out of, or in connection with, this Agreement or its subject matter (including its validity, formation at issue, effect, interpretation, performance or termination).
Release of Charge has the meaning set forth in Section 2.2 hereof.
Repayment has the meaning set forth in Section 4.1 hereof.
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Repayment Amount means the amount repaid by the Borrowers by means of the Surrender under this Agreement, and such amount is determined in accordance with Section 3.2 hereof.
Repayment Price Per Share means the price per Class A Ordinary Share based on which the number of Surrender Shares is calculated and which shall be determined in accordance with Section 3.1 hereof.
Settlement Notice has the meaning set forth in Section 3.1 hereof.
Share Charge has the meaning set forth in the Recital.
Surrender has the meaning set forth in Section 2.1 hereof.
Surrender Shares means such number of fully paid Class A Ordinary Shares, calculated by dividing the Repayment Amount by the Repayment Price Per Share.
Third Party has the meaning set forth in Section 7.8 hereof.
Trading Day means a day on which the New York Stock Exchange is open for trading of stocks.
Truck Work has the meaning set forth in the Preamble.
1.2 In this Agreement (including the Recitals), except where the context otherwise requires:
(a) a reference to clauses or Recitals is a reference to clauses or Recitals of this Agreement;
(b) a reference to US$ or USD shall be construed as a reference to the lawful currency of the United States of America;
(c) words importing the singular include the plural and vice versa;
(d) a reference to any law or enactment is to that law or enactment, as it may be applied, amended or re-enacted from time to time; and
(e) headings are included in this Agreement for convenience only and do not affect its interpretation.
2. | Release of Share Charge and Surrender of Surrender Shares |
2.1 | Subject to the terms and conditions of this Agreement, Truck Work agrees to, and Mr. WANG Gang agrees to cause Truck Work to, surrender to the Company and the Company agrees to accept the surrender for no consideration of Surrender Shares (the Surrender). To carry out the Surrender, on the date hereof, Truck Work shall deliver to the Company an executed but undated letter of surrender with number of Class A Ordinary Shares left blank, a form of which is attached hereto as Exhibit A (the Letter of Surrender). |
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2.2 | Subject to the terms and conditions of this Agreement, for the purpose of carrying out the Surrender, the Company agrees to release Truck Work from the security constituted by the Share Charge (the Release of Charge), by executing a deed of release, in substantially the form attached hereto as Exhibit B (the Deed of Release), immediately after the Companys dating and filling in the blank of the number of Class A Ordinary Shares in the Letter of Surrender pursuant to the terms and conditions of this Agreement. |
2.3 | The Release of Charge shall become effective immediately after the Letter of Surrender becomes effective. Before the Release of Charge becomes effective, the liability of Mr. WANG Gang and Truck Work under the Share Charge and the security constituted by the Share Charge shall continue and the Company shall continue to have all rights it is entitled to under the Share Charge. |
2.4 | The Company and Truck Work acknowledge and confirm that, as of the date hereof, the Company has not issued any original share certificate representing the Class A Ordinary Shares held by Truck Work, and that therefore, no delivery of original share certificate(s) by the Company or Truck Work shall be needed to carry out the Release of Charge or the Surrender. The Company will instruct its share registrar to update its register of members to reflect the Surrender after it has dated the Letter of Surrender pursuant to Section 3.3 below and provide a scanned copy of the updated register of members to Truck Work as soon as possible thereafter. |
2.5 | For the avoidance of doubt, notwithstanding anything or any restrictions which may state otherwise under the Loan Agreement, following the Surrender, the Company is free to dispose of the Surrender Shares including cancellation thereof without any restrictions, limitations or pre-conditions. |
3. | Determination of Repayment Price Per Share and Number of Surrender Shares |
3.1 | On or prior to the Cut-Off Date, Mr. WANG Gang and Truck Work may deliver a written notice (the Settlement Notice), in substantially the form attached hereto as Exhibit C, to the Company to notify the Company of their intention to repay the Repayment Amount by means of the Surrender. In this case, the Repayment Price Per Share shall be equal to the price per Class A Ordinary Share implied by the highest Closing Price of the Companys ADSs during the consecutive three-Trading Day period starting from the Trading Day immediately preceding the date of the Settlement Notice. If Mr. WANG Gang and Truck Work fail to deliver the Settlement Notice on or prior to the Cut-Off Date, the Repayment Price Per Share shall be equal to the price per Class A Ordinary Share implied by the highest Closing Price of the Companys ADSs during the consecutive three-Trading Day period starting from the Cut-Off Date, or if the Cut-Off Date is not a Trading Day, the first Trading Day immediately following the Cut-Off Date. For the avoidance of doubt, the Repayment Price Per Share shall be a number with four decimals and obtained by dividing the applicable Closing Price as determined above by twenty (20). |
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3.2 | If the Repayment Price Per Share is not lower than US$0.2717, the Repayment Amount shall be US$200,000,000, which is the total amount of outstanding Loan (as no interest has accrued on the Loan according to the Loan Agreement as of the date hereof), and the number of Surrender Shares shall be equal to the quotient obtained by dividing the Repayment Amount by the Repayment Price Per Share as determined in accordance with Section 3.1, rounded up to the nearest whole number. If the Repayment Price Per Share is lower than US$0.2717, the number of Surrender Shares shall be 736,177,535, which is the total number of Class A Ordinary Shares held by Truck Work as of the date hereof, and the Repayment Amount shall be equal to the product obtained by multiplying the number of Surrender Shares by the Repayment Price Per Share. |
3.3 | Mr. WANG Gang and Truck Work hereby irrevocably authorizes the Company to date the Letter of Surrender and fill in the blank of the number of Class A Ordinary Shares with the number of Surrender Shares after such number of Surrender Shares has been determined pursuant to Sections 3.1 and 3.2 above and they agree, acknowledge and confirm that the Surrender shall become effective immediately upon the Letter of Surrender being dated and the blank of the number of Class A Ordinary Shares in the Letter of Surrender being filled in by the Company. |
4. | Repayment |
4.1 | The Parties agree, acknowledge and confirm that the repayment of the Repayment Amount and all other outstanding obligations in connection with the Repayment Amount under the Loan Agreement of the Borrowers by the Surrender (the Repayment) shall become effective immediately upon the Surrender becoming effective in accordance with this Agreement. |
4.2 | The Company acknowledges and confirms that the Borrowers obligations to repay the Repayment Amount and all other outstanding obligations in connection with the Repayment Amount under the Loan Agreement shall have been fully satisfied immediately upon the Repayment. |
4.3 | Notwithstanding anything to the contrary in this Agreement, the Parties further agree, acknowledge and confirm that in the event that the Repayment Amount is lower than the total outstanding amount of the Loan, the short-fall from the total outstanding amount of the Loan will be the remaining outstanding amount of the Loan, and the Company shall be entitled to declare, at any time, such remaining outstanding amount to be due and payable and the Borrowers shall have the obligation to repay such remaining outstanding amount as requested by the Company. |
5. | Representations and Warranties of the Borrowers and Truck Work |
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The Borrowers and Truck Work jointly and severally represent and warrant to the Company as of the date hereof and the date of Repayment as follows:
5.1 | Mr. WANG Gang is the sole beneficial owner of the Surrender Shares and Truck Work is the sole record owner of the Surrender Shares, free and clear of any Encumbrances, except for the security constituted by the Share Charge. |
5.2 | The execution, delivery and performance of and compliance with this Agreement and the consummation of the transactions contemplated hereby will not (i) result in any violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, a default under any contract to which any Borrower or Truck Work is a party or by which it may be bound, or (ii) conflict with or result in a breach or violation in any material respect of any applicable laws. |
5.3 | Each of the Borrowers and Truck Work is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to the transactions contemplated hereby, and has reviewed and considered all information it deems relevant in making an informed decision to evaluate the merits and risks of the transactions contemplated hereby, and can bear the economic risk of such transactions. Each of the Borrowers and Truck Work has independently made its own analysis and decision to enter into the transactions contemplated hereby. Each of the Borrowers and Truck Work hereby acknowledges and agrees that (i) the Company has not made, nor will it make, any representation or warranty, whether express or implied, of any kind or character in connection with the transactions contemplated hereby, and (ii) neither the Borrowers nor Truck Work is relying on any representation or warranty by the Company in determining to enter into the transactions contemplated hereby. |
5.4 | The Borrowers and Truck Work understand that the Company may be in possession of material non-public information with respect to itself not known to the Borrowers or Truck Load. To the fullest extent permitted by law, each of the Borrowers and Truck Load hereby releases and waives any and all claims, causes of action, actions, proceedings, suits, judgments and liabilities, whether in law or in equity (including attorneys fees), against the Company, its affiliates and their respective current and former officers, directors, employees, representatives and agents arising from, based upon or relating to any such non-disclosure and further covenants not to sue the Company, its affiliates and their respective current and former officers, directors, employees, representatives and agents for any loss, damage or liability arising from, based upon or relating to any such non-disclosure. |
6. | Governing Law and Jurisdiction |
6.1 | This Agreement and any claim, dispute or difference (including non-contractual claims, disputes or differences) arising out of, or in connection with, it or its subject matter shall be governed by, and construed in accordance with, the laws of Hong Kong. |
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6.2 | Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement and exhibits hereto shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) and resolved in accordance with the arbitration rules of HKIAC in force at the relevant time. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an Arbitrator). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum. |
7. | Miscellaneous |
7.1 | No variation of this Agreement shall be effective unless it is in writing (which, for this purpose, does not include email) and signed by or on behalf of each Party. The expression variation shall, in each case, include any variation, supplement, deletion or replacement however effected. |
7.2 | No waiver of this Agreement or of any provision hereof will be effective unless it is in writing (which, for this purpose, does not include email) and signed by the Party against whom such waiver is sought to be enforced. Any waiver of any right, claim or default hereunder shall be effective only in the instance given and will not operate as or imply a waiver of any other or similar right, claim or default on any subsequent occasion. |
7.3 | Any failure or delay by any person in exercising, or failure to exercise, any right or remedy provided by law under this Agreement shall not impair or constitute a waiver of that right or remedy or of any other right or remedy and no single or partial exercise of any right or remedy provided by law or under this Agreement or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. |
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7.4 | Each Party acknowledges that it/he has carefully read and considered all the terms and conditions of this Agreement and has been given appropriate opportunities to seek independent legal advice. The Parties hereby acknowledge that any applicable law that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. If any claim is made by a Party hereto relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party hereto or its or his counsel. |
7.5 | Each Party shall be responsible for and bear their respective own costs and expenses (including but not limited to any fees, expenses and taxes, if any, payable under any applicable law or regulations) in connection with the negotiation, execution, delivery and performance of this Agreement and the transactions contemplated hereby. |
7.6 | This Agreement together with all exhibits attached thereto represent the entire understanding, and constitutes the entire agreement, of the Parties in relation to its subject matter and the transactions contemplated by it, and supersedes all previous agreements, understandings or arrangements (whether express, implied, oral or written (whether or not in draft form)) between the Parties, with respect thereto which shall cease to have any further force or effect. |
7.7 | Without limiting any other provision of this Agreement, the Parties shall promptly execute and/or deliver all such documents, and perform all such acts, or procure the execution and/or delivery of such documents and the performance of all such acts, as may be necessary to give full effect to and implement this Agreement and all exhibits attached hereto. |
7.8 | The Parties do not intend that any term of this Agreement should be enforceable by any person who is not a party to this Agreement (a Third Party) by virtue of the Contracts (Rights of Third Parties) Ordinance or otherwise. |
7.9 | This Agreement may be executed in counterparts, and by each Party on separate counterparts, but shall not be effective until each Party has executed at least one counterpart. Each counterpart shall constitute an original of this Agreement, but the counterparts shall together constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed originals for purposes of the effectiveness of this Agreement and all other documents in connection with the transactions contemplated by this Agreement. At the request of any Party hereto, the other Party shall re-execute original forms hereof and deliver them to the requesting Party. No Party hereto shall raise the use of electronic delivery (including by means of facsimile machine or electronic mail) to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense related to lack of authenticity. |
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
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IN WITNESS WHEREOF the Parties have entered into this Agreement on the date first written above.
Mr. WANG Gang | ||
/s/ Wang Gang | ||
WANG Gang | ||
Mesterywang Investments Limited | ||
By: | /s/ Wang Gang | |
Name: WANG Gang | ||
Title: Director | ||
Truck Work Logistics Information Co. Ltd | ||
By: | /s/ Wang Gang | |
Name: WANG Gang | ||
Title: Director |
[Signature Page to Share Surrender and Loan Repayment Agreement]
IN WITNESS WHEREOF the Parties have entered into this Agreement on the date first written above.
Full Truck Alliance Co. Ltd. | ||
By: | /s/ Zhang Hui | |
Name: | ZHANG Hui | |
Title: | Director |
[Signature Page to Share Surrender and Loan Repayment Agreement]
Exhibit A
Letter of Surrender
To: The Board of Directors
Full Truck Alliance Co. Ltd. (the Company)
Building #3, Wanbo R&D Park
20 Fengxin Road
Yuhuatai District
Nanjing,
Jiangsu Province 210012
PRC
Date:
Dear Sirs,
Irrevocable notice of surrender of shares for nil consideration, in accordance with section 37B of the Companies Act (2022 Revision) of the Cayman Islands
We hereby irrevocably surrender to the Company for cancellation and for nil consideration ______________ fully paid class A ordinary shares of US$0.00001 par value each standing in our name in the register of members of the Company.
/s/ Wang Gang
Signed by: WANG Gang
Duly authorised for and on behalf of
Truck Work Logistics Information Co. Ltd
Exhibit B
Deed of Release
This Deed of Release (this Deed) is made on ___________, 2022,
By:
Full Truck Alliance Co. Ltd., a company incorporated under the laws of the Cayman Islands (the Company or the Chargee),
In Favor of:
Truck Work Logistics Information Co. Ltd, a company incorporated under the laws of the British Virgin Islands (the Chargor).
WHEREAS, On November 21, 2020, (i) the Company entered into a loan agreement with Mr. WANG Gang and Mesterywang Investments Limited (Mesterywang, and together with Mr. WANG Gang, the Borrowers), a company incorporated under the laws of the British Virgin Islands (the Loan Agreement), pursuant to which the Company has advanced to the Borrowers a loan in the principal amount of US$200,000,000 (the Loan); and (ii) the Company entered into a share charge with Mr. WANG Gang and the Chargor (the Share Charge, and together with the Loan Agreement, the Loan Documents), pursuant to which the Chargor has pledged to the Company certain shares it held in the Company as a continuing security for the payment and discharge of the Secured Obligations (as defined under the Share Charge). Capitalized terms not defined herein shall have the meanings ascribed to them in the Loan Documents.
NOW THIS DEED HEREBY WITNESSTH the following:
With effect from the date of this Deed:
(a) | the Chargee, without recourse, representation or warranty of title, hereby absolutely releases the Charged Shares from the security created under the Share Charge; and |
(b) | the Share Charge shall terminate. |
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS whereof the undersigned has executed this Deed on the date first written above.
EXECUTED AND DELIVERED AS A DEED by | ||
Full Truck Alliance Co. Ltd. | ||
By: |
| |
Name: ZHANG Hui | ||
Title: Director | ||
In the presence of: | ||
| ||
Witness to the above signature |
[Signature Page to Deed of Release]
Exhibit C
Settlement Notice
To: Full Truck Alliance Co. Ltd.
a company incorporated in the Cayman Islands, whose registered office is at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands
Date: ___________
Reference is hereby made to that certain Share Surrender and Loan Repayment Agreement (the Agreement) entered on April 14, 2022 by and among Full Truck Alliance Co. Ltd., a company incorporated under the laws of the Cayman Islands (the Company), Mr. WANG Gang, a PRC citizen with passport No. of EC3730576, Mesterywang Investments Limited, a company incorporated under the laws of the British Virgin Islands, and Truck Work Logistics Information Co. Ltd, a company incorporated under the laws of the British Virgin Islands. Capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
Pursuant to the Agreement, the undersigned hereby notify the Company that they agree to repay the Repayment Amount by means of surrender of such number of Surrender Shares calculated by dividing the Repayment Amount by the Repayment Price Per Share, which shall be equal to the price per Class A Ordinary Share implied by the highest Closing of the Companys ADSs during the consecutive three-Trading Day period starting from the Trading Day immediately preceding the date of this notice.
The undersigned hereby request the Company to date the Letter of Surrender and fill in the blank of the number of Class A Ordinary Shares with the number of Surrender Shares as calculated above and to effect the Surrender and Repayment pursuant to the Agreement.
Mr. WANG Gang | ||
| ||
WANG Gang | ||
Truck Work Logistics Information Co. Ltd | ||
By: |
| |
Name: | WANG Gang | |
Title: | Director |
Exhibit 4.19
AMENDMENT NO. 1
TO
FULL TRUCK ALLIANCE CO. LTD.
2021 EQUITY INCENTIVE PLAN
This Amendment (Amendment), dated as of November 11, 2021, is made by Full Truck Alliance Co. Ltd. (the Company) to the Full Truck Alliance Co. Ltd. 2021 Equity Incentive Plan (the Plan).
WHEREAS, the Company maintains the Plan to attract and retain the services of employees, directors and consultants considered essential to the success of the Company;
WHEREAS, pursuant to Section 16(b) of the Plan, the Board of Directors of the Company (the Board) may amend any provision of the Plan at any time (subject to requirements under applicable laws); and
WHEREAS, the Company desires to amend the Plan to (i) permit the issuance of Class B ordinary shares of the Company, par value US$0.00001 per share, in settlement of Awards (as defined in the Plan) and (ii) reserve the authority to act as the administrator with respect to such Awards to the Board.
NOW, THEREFORE, the Company hereby amends the Plan as follows:
1. Amendment to Section 2(a). Section 2(a) of the Plan shall, as of the date of this Amendment, be amended by deleting the definitions for Administrator and Share in their entirety and replacing them with the following new definitions:
Administrator means the Committee or in the absence of such Committee, the Board; provided, that (i), as applied to determinations related to Awards granted to the Chief Executive Officer of the Company, the Board, or a committee thereof, shall be the Administrator and (ii) as applied to determinations related to Awards that contemplate the issuance of any Class B ordinary share of Company, par value US$0.00001 per share, the Board shall be the Administrator.
Share means (i) a Class A ordinary share of the Company, par value US$0.00001 per share, or (ii) a Class B ordinary share of the Company, par value US$0.00001 per share, in each case as adjusted in accordance with Section 14 below.
2. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Cayman Islands.
3. Incorporation. This Amendment shall be and is hereby incorporated in and forms a part of the Plan.
4. Ratification. All other provisions of the Plan remain unchanged and are hereby ratified by the Company.
Exhibit 4.22
DEED OF CHANGE OF TRUSTEE FOR THE TRUST DEED RELATING TO MASTER QUALITY TRUST
THIS DEED OF CHANGE OF TRUSTEE (this Deed) is dated the 09 day of DEC 2021 and is entered into between:
(1) | Full Truck Alliance Co. Ltd., a company incorporated in the Cayman Islands with limited liability and with its principal offices located at Building 3, Wanbo R&D Park, No. 20, Fengxin Road, Yuhuatai District, Nanjing, Jiangsu Province, China and its registered address at Conyers Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. (the Company); |
(2) | THE CORE TRUST COMPANY LIMITED (匯聚信託有限公司), a trust company incorporated under the laws of Hong Kong, whose registered office is at 28th Floor, 33 Des Voeux Road Central, Central, Hong Kong (the Original Trustee); |
(3) | MASTER QUALITY GROUP LIMITED, a limited liability company incorporated under the laws of the British Virgin Islands, whose registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the Nominee); and |
(4) | Futu Trustee Limited, a limited liability company incorporated in the Hong Kong Special Administrative Region of the Peoples Republic of China (Hong Kong) , whose address is 5/F, Bangkok Bank Building, 14-20 Bonham Strand West, Sheung Wan, Hong Kong (the New Trustee). |
(collectively referred to as the Parties and each a Party).
BACKGROUND
(A) The Company, the Original Trustee and the Nominee entered into the trust deed dated 3 December 2018 in relation to the stock incentive plan of the Company (the Trust Deed) and the deed of amendment on 25 February 2021 (the Deed of Amendment, together with the Trust Deed, the Original Trust Documents).
(B) The Company wishes to terminate the Original Trustee and appoint the New Trustee of the trust declared under the Trust Deed (the Trust) effective as of the date of this Deed (the Effective Date).
(C) The New Trustee has agreed to serve as the new trustee for the Trust effective as of the Effective Date.
DEFINITIONS
Capitalized terms or terms not herein defined shall have the same meanings as those set forth in the Original Trust Documents.
IT IS AGREED AS FOLLOWS:
1. CHANGE OF TRUSTEE
1.1 | The Original Trustee shall be forever released and discharged from the trustee of the Trust and all duties and obligations under the Trust effective as of the Effective Date. |
1.2 | The Original Trustee is no longer obliged to further act as Trustee. |
1.3 | Notwithstanding any other provision in this Deed, clauses of this Deed do not affect the rights of the Original Trustee arising or accruing under the Original Trust Documents. |
1.4 | The New Trustee hereby accepts the appointment as and the office of trustee to the Trust and acknowledges receipt of the transfer of the Trust Fund (as defined in the Original Trust Documents) from the Original Trustee as the new trustee of the Trust. |
1.5 | Upon its transfer of all Trust Fund to the New Trustee, the Original Trustee will not in any way be responsible or liable for any loss arising from the appointment of the New Trustee or the transfer of the Trust Fund in the Trust in the name or under the control of the New Trustee pursuant to this Deed or in respect of any act or default on the part of the New Trustee. |
2. ORIGINAL TRUSTEES AND NOMINEES INDEMNITY
The Company shall indemnify the Original Trustee or the Nominee or the Original Trustees or Nominees Affiliates and their respective directors, officers, employees and agents, or any other party related to any of the foregoing entities (the Indemnified Parties) absolutely from any and all actions, demands, expenses, claims, duties, taxes, obligations, undertakings and liabilities which arise out of or are incurred (i) through acting as an Original Trustee or Nominee of the Plan prior to and after the date of this Deed; and (ii) due to the change of Trustee. The Trustee shall also have the benefit of any indemnities conferred on trustee(s) by law.
3. FURTHER ASSURANCE
The Parties shall execute all such documents and do all such acts and things to give effect to the provisions of this Deed.
4. GOVERNING LAW AND JURISDICTION
4.1 | This Deed is governed by and shall be construed in accordance with the laws of Hong Kong and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong. |
4.2 | Each Party irrevocably and unconditionally waives any objection which it may now or hereafter have to the choice of Hong Kong as the venue of any legal action arising out of or relating to this Deed and agrees not to claim that any court thereof is not a convenient or appropriate forum. Each Party also agrees that a final judgment against it in any such legal action shall be final and conclusive and may be enforced in any other jurisdiction. |
5. MISCELLANEOUS
This Deed may be signed in counterparts. When signed in counterparts, each signed counterpart is taken to be an original of this Deed.
IN WITNESS where of this Deed has been executed by the Parties and is delivered as a deed on the date specified above.
EXECUTED AS A DEED UNDER | ) | |
THE COMMON SEAL of | ) | |
Full Truck Alliance Co. Ltd. | ) | |
was affixed to this Deed | ) | |
in the presence of: | ) |
The above signature has been executed in the presence of:
WITNESS: |
/s/ Shi Xiaoxiao | |
Name: Shi Xiaoxiao | ||
ID: ****** |
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The above signature has been executed in the presence of: WITNESS: Name: ID:
The above signature has been executed in the presence of:
EXECUTED AS A DEED UNDER
)
THE COMMON SEAL of
)
THE CORE TRUST COMPANY LIMITED
)
was affixed to this Deed
)
in the presence of:
)
EXECUTED AS A DEED UNDER
)
THE COMMON SEAL of
)
Futu Trustee Limited
)
)
was affixed to this Deed
)
in the presence of:
)
WITNESS:
Name:
ID:
Exhibit 8.1
PRINCIPAL SUBSIDIARIES OF THE REGISTRANT (as of December 31, 2021)
Guizhou Banghuoche Financing Assurance Co., Ltd.* (2) |
PRC | |
Tianjin Full Truck Alliance Energy Technology Co., Ltd.* (2) |
PRC | |
Beijing Huochebang Technology Co., Ltd.* (2) |
PRC | |
Shanghai Jiansheng Management Consulting Co., Ltd.* (2) |
PRC | |
Hebei Xiongan Blockchain Technology Co., Ltd.* (2)(3) |
PRC | |
Guiyang Huochebang Xinshiqi Technology Co., Ltd.*(2) |
PRC | |
Neimenggu Huochebang Technology Co., Ltd.* (2)(3) |
PRC | |
Sichuan Yundao Vehicle Sales Co., Ltd.* (2) |
PRC | |
Hebei Huochebang Logistics Management Co., Ltd.* |
PRC | |
Shanxi Huochebang Supply Chain Management Co., Ltd.* (2) |
PRC | |
Jiangxi Huochebang Supply Chain Management Co., Ltd.* (2) |
PRC | |
Guangxi Huochebang Supply Chain Management Co., Ltd.* (2) |
PRC | |
Hunan Shanen Yunmeng Supply Chain Management Co., Ltd.* (2) |
PRC | |
Henan Shanen Yunmeng Logistics Co., Ltd.* (2) |
PRC | |
Guizhou Huochebang Supply Chain Management Co., Ltd.* (2) |
PRC | |
Chongqing Zhuojie Logistics Service Co., Ltd.* (2) |
PRC | |
Shaanxi Shanen Yunmeng Logistics Service Co., Ltd.* (2) |
PRC | |
Gansu Huochebang Logistics Management Co., Ltd.* (2) |
PRC | |
Ningxia Shanen Yunmeng Logistics Service Co., Ltd.* (2) |
PRC | |
Nanjing Manyun Business Information Consultation Co., Ltd.* (2) |
PRC | |
Guangzhou Huitouche Information Technology Co., Ltd.* |
PRC | |
Hainan Manyun Software Technology Co., Ltd* |
PRC | |
Neimenggu Shanen Yunmeng Logistics Service Co., Ltd.* (2) |
PRC | |
Jilin Shanen Yunmeng Supply Chain Management Co., Ltd.* (2) |
PRC | |
Shanghai Chenghu Logistics Technology Co., Ltd *(2) |
PRC | |
Guangzhou Lanqiao Software Technology Co., Ltd *(2) |
PRC | |
Shanghai Yunzhanggui Electronic Technology Co., Ltd *(2) |
PRC | |
Nanjing Manyun Software Information Consulting Co., Ltd* (2) |
PRC | |
Beijing Yunmanman Technology Co., Ltd.* (2) |
PRC | |
Shanghai Xiwei Information Consulting Co., Ltd.* (2) |
PRC | |
Nanjing Yunmanman Logistics Technology Co., Ltd.* |
PRC | |
Anqing Manyun Software Technology Co., Ltd * |
PRC | |
Taiyuan Manyun Software Technology Co., Ltd * |
PRC | |
Beijing Banglide Internet Technology Co., Ltd * |
PRC | |
Tianjin Banglide Cargo Transportation Co., Ltd * |
PRC | |
Hebei Banglide Vehicle Service Co., Ltd *(3) |
PRC | |
Baoding Banglide Internet Technology Co., Ltd *(3) |
PRC | |
Hebei Banglide Cargo Transportation Co., Ltd * |
PRC | |
Yangzhou Manyun Commercial Service Co., Ltd * |
PRC |
* | The English name of this subsidiary, Group VIE or subsidiary of Group VIE, as applicable, has been translated from its Chinese name. |
(1) | This entity became an indirect subsidiary of the registrant on January 1, 2022. |
(2) | This entity became an indirect subsidiary of the registrant on January 1, 2022. |
(3) | This entity was in the process of deregistration as of December 31, 2021. |
Exhibit 12.1
Certification by the Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Peter Hui Zhang, certify that:
1. | I have reviewed this annual report on Form 20-F of Full Truck Alliance Co. Ltd. (the Company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [intentionally omitted]; |
(c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: April 25, 2022 | ||
By: | /s/ Peter Hui Zhang | |
Name: Peter Hui Zhang | ||
Title: Chairman and Chief Executive Officer |
Exhibit 12.2
Certification by the Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Simon Chong Cai, certify that:
1. | I have reviewed this annual report on Form 20-F of Full Truck Alliance Co. Ltd. (the Company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [intentionally omitted]; |
(c) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: April 25, 2022 | ||
By: | /s/ Simon Chong Cai | |
Name: Simon Chong Cai | ||
Title: Chief Financial Officer |
Exhibit 13.1
Certification by the Chief Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Full Truck Alliance Co. Ltd. (the Company) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Peter Hui Zhang, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 25, 2022 | ||
By: | /s/ Peter Hui Zhang | |
Name: Peter Hui Zhang | ||
Title: Chairman and Chief Executive Officer |
Exhibit 13.2
Certification by the Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Full Truck Alliance Co. Ltd. (the Company) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Simon Chong Cai, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 25, 2022 | ||
By: | /s/ Simon Chong Cai | |
Name: Simon Chong Cai | ||
Title: Chief Financial Officer |
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333- 257735 on Form S-8 of our report dated April 25, 2022, relating to the financial statements of Full Truck Alliance Co. Ltd., appearing in this Annual Report on Form 20-F for the year ended December 31, 2021.
/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP
Shanghai, China
April 25, 2022
Exhibit 15.2
Date: April 25, 2022
Full Truck Alliance Co. Ltd.
No. 123 Kaifa Avenue
Economic and Technical Development Zone,
Guiyang, Guizhou
Peoples Republic of China
or
Wanbo Science and Technology Park, 20 Fengxin Road
Yuhuatai District, Nanjing, Jiangsu
Peoples Republic of China
Dear Sir/Madam:
We hereby consent to the reference to our firm and the summary of our opinion under the headings, Item 3. Key InformationD. Risk FactorsRisks Relating to Our Corporate Structure, Item 3. Key InformationD. Risk FactorsRisks Related to Our Business and Industry, Item 4. Information on the CompanyC. Organizational StructureContractual Arrangements with the Group VIEs in Full Truck Alliance Co. Ltd.s Annual Report on Form 20-F for the year ended December 31, 2021 (the Annual Report), which will be filed with the Securities and Exchange Commission (the SEC) in the month of April 2021. We also consent to the filing of this consent letter with the SEC as an exhibit to the Annual Report.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours Sincerely,
/s/ CM Law Firm
CM Law Firm
Exhibit 15.3
Date: April 25, 2022
Full Truck Alliance Co. Ltd.
Wanbo Science and Technology Park, 20 Fengxin Road
Yuhuatai District, Nanjing
Jiangsu 210012
Peoples Republic of China
No. 123 Kaifa Avenue
Economic and Technical Development Zone,
Guiyang
Guizhou 550009
Peoples Republic of China
Re: Full Truck Alliance Co. Ltd.
Ladies and Gentlemen,
We, China Insights Industry Consultancy Limited, understand that Full Truck Alliance Co. Ltd. (the Company) plans to file an annual report on Form 20-F (the Annual Report) with the United States Securities and Exchange Commission (the SEC).
We hereby consent to the use of and references to our name and the inclusion of information, data and statements from our research reports and amendments thereto (collectively, the CIC Reports), and any subsequent amendments to the CIC Reports, as well as the citation of our research reports and amendments thereto, (i) in the Annual Report and any amendments thereto, (ii) in any written correspondence with the SEC, (iii) in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F, Form 6-K and other SEC filings (collectively, the SEC Filings), (iv) on the websites of the Company and its subsidiaries and affiliates, and (v) in other publicity materials in connection with the Annual Report.
We further hereby consent to the filing of this consent letter as an exhibit to the Annual Report and any amendments thereto and as an exhibit to any other SEC Filings.
Yours faithfully |
For and on behalf of |
China Insights Industry Consultancy Limited |
/s/ Lisa Feng |
Name: Lisa Feng |
Title: Partner |