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What changed in Full Truck Alliance Co. Ltd.'s 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of Full Truck Alliance Co. Ltd.'s 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+767 added−769 removedSource: 20-F (2024-04-15) vs 20-F (2023-04-19)

Top changes in Full Truck Alliance Co. Ltd.'s 2023 20-F

767 paragraphs added · 769 removed · 631 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

236 edited+42 added−43 removed649 unchanged
Biggest changeAs of December 31, 2020 2021 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 7,025,967 2,226,218 808,206 — 10,060,391 1,032,540 2,948,946 302,805 — 4,284,291 Restricted cash—current — 84,076 2,201 — 86,277 — 63,294 2,528 — 65,822 Short-term investments 6,270,302 238,000 2,222,893 — 8,731,195 17,866,528 550,000 3,218,114 — 21,634,642 Accounts receivable, net — 33,751 978 — 34,729 — 28,734 405 — 29,139 Amounts due from related parties — — — — — — 7,075 — — 7,075 Loans receivable, net — 1,312,283 1,674 — 1,313,957 — 1,774,038 3,629 — 1,777,667 Prepayments and other current assets 13,762 421,371 21,669 — 456,802 113,595 849,323 136,689 — 1,099,607 Intercompany receivables (4) — 92,413 250,069 (342,482 ) — — 526,865 681,611 (1,208,476 ) — Total current assets 13,310,031 4,408,112 3,307,690 (342,482 ) 20,683,351 19,012,663 6,748,275 4,345,781 (1,208,476 ) 28,898,243 Restricted cash—non-current — 13,500 — — 13,500 — 13,500 — — 13,500 Property and equipment, net — 36,922 2,062 — 38,984 — 100,931 1,227 — 102,158 Investment in and amount due from subsidiaries, and consolidated affiliates (3) 9,675,404 — — (9,675,404 ) — 11,885,179 — — (11,885,179 ) — Investments in equity investees 522,672 297,628 54,905 — 875,205 1,007,361 670,110 880 — 1,678,351 Intangible assets, net — 15,275 476,004 — 491,279 — 119,298 437,718 — 557,016 Goodwill — — 2,865,071 — 2,865,071 — 283,256 2,841,572 — 3,124,828 Deferred tax assets — 18,966 — — 18,966 — 20,492 — — 20,492 Other non-current assets — 147,000 — — 147,000 — 3,836 11 — 3,847 Intercompany receivables (2) — — 5,692,605 (5,692,605 ) — — — 7,533,695 (7,533,695 ) — Total non-current assets 10,198,076 529,291 9,090,647 (15,368,009 ) 4,450,005 12,892,540 1,211,423 10,815,103 (19,418,874 ) 5,500,192 Total assets 23,508,107 4,937,403 12,398,337 (15,710,491 ) 25,133,356 31,905,203 7,959,698 15,160,884 (20,627,350 ) 34,398,435 Short-term loans — — — — — — 9,000 — — 9,000 Accounts payable — 23,839 — — 23,839 42 29,077 262 — 29,381 Amounts due to related parties 172,779 — — — 172,779 179,859 — — — 179,859 12 Table of Contents As of December 31, 2020 2021 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) Payable to investors of the consolidated trusts — 31,400 — — 31,400 — — — — — Prepaid for freight listing fees and other service fees — 319,156 768 — 319,924 — 383,153 83 — 383,236 Income tax payable — 23,554 2,370 — 25,924 9,084 21,573 881 — 31,538 Other tax payable — 446,610 229 — 446,839 250,008 566,479 78,105 — 894,592 Accrued expenses and other current liabilities 283,524 620,828 37,290 — 941,642 10,765 1,045,484 149,930 — 1,206,179 Intercompany payables (4) — 250,069 483,907 (733,976 ) — — 681,525 859,272 (1,540,797 ) — Total current liabilities 456,303 1,715,456 524,564 (733,976 ) 1,962,347 449,758 2,736,291 1,088,533 (1,540,797 ) 2,733,785 Deferred tax liabilities — — 118,783 — 118,783 — 26,415 109,349 — 135,764 Total non-current liabilities — — 118,783 — 118,783 — 26,415 109,349 — 135,764 Total liabilities 456,303 1,715,456 643,347 (733,976 ) 2,081,130 449,758 2,762,706 1,197,882 (1,540,797 ) 2,869,549 Total mezzanie equity 31,535,947 — — — 31,535,947 — — — — — Total (deficit) equity (8,484,143 ) 3,221,947 11,754,990 (14,976,515 ) (8,483,721 ) 31,455,445 5,196,992 13,963,002 (19,086,553 ) 31,528,886 Total liabilities, mezzanie equity and (deficit) equity 23,508,107 4,937,403 12,398,337 (15,710,491 ) 25,133,356 31,905,203 7,959,698 15,160,884 (20,627,350 ) 34,398,435 13 Table of Contents As of December 31, 2022 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$ RMB US$ RMB US$ RMB US$ RMB US$ (in thousands) Cash and cash equivalents 273,112 39,598 2,474,166 358,720 2,390,034 346,522 — — 5,137,312 744,840 Restricted cash—current — — 12,095 1,754 71,664 10,390 — — 83,759 12,144 Short-term investments 16,581,019 2,404,022 — — 4,506,070 653,319 — — 21,087,089 3,057,341 Accounts receivable, net — — 8,577 1,244 4,438 643 — — 13,015 1,887 Loans receivable, net — — — — 2,648,449 383,989 — — 2,648,449 383,989 Prepayments and other current assets 193,771 28,094 1,604,354 232,609 236,302 34,261 — — 2,034,427 294,964 Intercompany receivables (4) — — 706,633 102,453 211,609 30,680 (918,242 ) (133,133 ) — — Total current assets 17,047,902 2,471,714 4,805,825 696,780 10,068,566 1,459,804 (918,242 ) (133,133 ) 31,004,051 4,495,165 Property and equipment, net — — 18,449 2,675 90,375 13,103 — — 108,824 15,778 Investment in and amount due from subsidiaries, and consolidated affiliates (3) 15,678,895 2,273,226 — — — — (15,678,895 ) (2,273,226 ) — — Investments in equity investees 1,100,407 159,544 — — 686,313 99,506 (12,450 ) (1,805 ) 1,774,270 257,245 Intangible assets, net — — 106,928 15,503 395,730 57,375 (237 ) (34 ) 502,421 72,844 Goodwill — — 283,256 41,068 2,841,572 411,989 — — 3,124,828 453,057 Deferred tax assets — — 6,570 953 34,920 5,062 — — 41,490 6,015 Operating lease right-of-use assets and land use rights — — 74,820 10,848 57,180 8,290 — — 132,000 19,138 Other non-current assets — — 5,960 864 2,467 358 — — 8,427 1,222 Intercompany receivables (2) — — — — 2,679,400 388,476 (2,679,400 ) (388,476 ) — — Total non-current assets 16,779,302 2,432,770 495,983 71,911 6,787,957 984,159 (18,370,982 ) (2,663,541 ) 5,692,260 825,299 Total assets 33,827,204 4,904,484 5,301,808 768,691 16,856,523 2,443,963 (19,289,224 ) (2,796,674 ) 36,696,311 5,320,464 Accounts payable 2 0 6,374 924 21,577 3,129 — — 27,953 4,053 Amounts due to related parties 122,152 17,710 — — — — — — 122,152 17,710 Prepaid for freight listing fees and other service fees — — 436,806 63,331 25,274 3,664 — — 462,080 66,995 Income tax payable 18,303 2,654 8,082 1,172 25,848 3,747 — — 52,233 7,573 Other tax payable — — 682,030 98,885 39,567 5,737 — — 721,597 104,622 Operating lease liabilities—current — — 39,649 5,749 4,941 716 — — 44,590 6,465 Accrued expenses and other current liabilities 29,514 4,280 883,965 128,161 387,681 56,208 — — 1,301,160 188,649 Intercompany payables (4) — — 649,768 94,208 880,706 127,690 (1,530,474 ) (221,898 ) — — Total current liabilities 169,971 24,644 2,706,674 392,430 1,385,594 200,891 (1,530,474 ) (221,898 ) 2,731,765 396,067 14 Table of Contents As of December 31, 2022 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$ RMB US$ RMB US$ RMB US$ RMB US$ (in thousands) Deferred tax liabilities — — 23,358 3,387 98,253 14,245 — — 121,611 17,632 Operating lease liabilities—non current — — 34,036 4,935 1,895 275 — — 35,931 5,210 Total non-current liabilities — — 57,394 8,322 100,148 14,520 — — 157,542 22,842 Total liabilities 169,971 24,644 2,764,068 400,752 1,485,742 215,411 (1,530,474 ) (221,898 ) 2,889,307 418,909 Total mezzanie equity — — — — 149,771 21,715 — — 149,771 21,715 Total equity 33,657,233 4,879,840 2,537,740 367,939 15,221,010 2,206,837 (17,758,750 ) (2,574,776 ) 33,657,233 4,879,840 Total liabilities, mezzanie equity and equity 33,827,204 4,904,484 5,301,808 768,691 16,856,523 2,443,963 (19,289,224 ) (2,796,674 ) 36,696,311 5,320,464 The following tables presents the condensed consolidated schedule of cash flow data for the periods indicated.
Biggest changeAs of December 31, 2021 2022 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 1,032,540 2,948,946 302,805 — 4,284,291 273,112 2,474,166 2,390,034 — 5,137,312 Restricted cash—current — 63,294 2,528 — 65,822 — 12,095 71,664 — 83,759 Short-term investments 17,866,528 550,000 3,218,114 — 21,634,642 16,581,019 — 4,506,070 — 21,087,089 Accounts receivable, net — 28,734 405 — 29,139 — 8,577 4,438 — 13,015 Amounts due from related parties — 7,075 — — 7,075 — — — — — Loans receivable, net — 1,774,038 3,629 — 1,777,667 — — 2,648,449 — 2,648,449 Prepayments and other current assets 113,595 849,323 136,689 — 1,099,607 193,771 1,604,354 236,302 — 2,034,427 Intercompany receivables (4) — 526,865 681,611 (1,208,476 ) — — 706,633 211,609 (918,242 ) — Total current assets 19,012,663 6,748,275 4,345,781 (1,208,476 ) 28,898,243 17,047,902 4,805,825 10,068,566 (918,242 ) 31,004,051 Restricted cash—non-current — 13,500 — — 13,500 — — — — — Property and equipment, net — 100,931 1,227 — 102,158 — 18,449 90,375 — 108,824 Investment in and amount due from subsidiaries, and consolidated affiliates (3) 11,885,179 — — (11,885,179 ) — 15,678,895 — — (15,678,895 ) — Long-term investments 1,007,361 670,110 880 — 1,678,351 1,100,407 — 686,313 (12,450 ) 1,774,270 Intangible assets, net — 119,298 437,718 — 557,016 — 106,928 395,730 (237 ) 502,421 Goodwill — 283,256 2,841,572 — 3,124,828 — 283,256 2,841,572 — 3,124,828 Deferred tax assets — 20,492 — — 20,492 — 6,570 34,920 — 41,490 Operating lease right-of-use assets and land use rights — — — — — — 74,820 57,180 — 132,000 Other non-current assets — 3,836 11 — 3,847 — 5,960 2,467 — 8,427 Intercompany receivables (2) — — 7,533,695 (7,533,695 ) — — — 2,679,400 (2,679,400 ) — Total non-current assets 12,892,540 1,211,423 10,815,103 (19,418,874 ) 5,500,192 16,779,302 495,983 6,787,957 (18,370,982 ) 5,692,260 Total assets 31,905,203 7,959,698 15,160,884 (20,627,350 ) 34,398,435 33,827,204 5,301,808 16,856,523 (19,289,224 ) 36,696,311 12 Table of Contents As of December 31, 2021 2022 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) Short-term loans — 9,000 — — 9,000 — — — — — Accounts payable 42 29,077 262 — 29,381 2 6,374 21,577 — 27,953 Amounts due to related parties 179,859 — — — 179,859 122,152 — — — 122,152 Prepaid for freight listing fees and other service fees — 383,153 83 — 383,236 — 436,806 25,274 — 462,080 Income tax payable 9,084 21,573 881 — 31,538 18,303 8,082 25,848 — 52,233 Other tax payable 250,008 566,479 78,105 — 894,592 — 682,030 39,567 — 721,597 Operating lease liabilities—current — — — — — — 39,649 4,941 — 44,590 Accrued expenses and other current liabilities 10,765 1,045,484 149,930 — 1,206,179 29,514 883,965 387,681 — 1,301,160 Intercompany payables (4) — 681,525 859,272 (1,540,797 ) — — 649,768 880,706 (1,530,474 ) — Total current liabilities 449,758 2,736,291 1,088,533 (1,540,797 ) 2,733,785 169,971 2,706,674 1,385,594 (1,530,474 ) 2,731,765 Deferred tax liabilities — 26,415 109,349 — 135,764 — 23,358 98,253 — 121,611 Operating lease liabilities—non current — — — — — — 34,036 1,895 — 35,931 Total non-current liabilities — 26,415 109,349 — 135,764 — 57,394 100,148 — 157,542 Total liabilities 449,758 2,762,706 1,197,882 (1,540,797 ) 2,869,549 169,971 2,764,068 1,485,742 (1,530,474 ) 2,889,307 Total mezzanine equity — — — — — — — 149,771 — 149,771 Total equity 31,455,445 5,196,992 13,963,002 (19,086,553 ) 31,528,886 33,657,233 2,537,740 15,221,010 (17,758,750 ) 33,657,233 Total liabilities, mezzanine equity and equity 31,905,203 7,959,698 15,160,884 (20,627,350 ) 34,398,435 33,827,204 5,301,808 16,856,523 (19,289,224 ) 36,696,311 13 Table of Contents As of December 31, 2023 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$ RMB US$ RMB US$ RMB US$ RMB US$ (in thousands) Cash and cash equivalents 59,957 8,445 2,617,594 368,680 4,093,344 576,536 — — 6,770,895 953,661 Restricted cash—current — — 13,801 1,944 101,712 14,326 — — 115,513 16,270 Short-term investments 9,377,702 1,320,822 — — 2,138,602 301,215 — — 11,516,304 1,622,037 Accounts receivable, net — — 12,088 1,703 11,330 1,595 — — 23,418 3,298 Loans receivable, net — — — — 3,521,072 495,933 — — 3,521,072 495,933 Prepayments and other current assets 279,541 39,373 1,501,233 211,444 269,006 37,888 — — 2,049,780 288,705 Intercompany receivables (4) — — 584,675 82,350 150,772 21,235 (735,447 ) (103,585 ) — — Total current assets 9,717,200 1,368,640 4,729,391 666,121 10,285,838 1,448,728 (735,447 ) (103,585 ) 23,996,982 3,379,904 Restricted cash–non-current — — 10,000 1,408 — — — — 10,000 1,408 Long-term investments 6,415,971 903,671 228,400 32,169 4,431,368 624,145 — — 11,075,739 1,559,985 Property and equipment, net — — 14,422 2,031 180,154 25,374 — — 194,576 27,405 Investment in and amount due from subsidiaries, and consolidated affiliates (3) 19,491,063 2,745,258 — — — — (19,491,063 ) (2,745,258 ) — — Intangible assets, net — — 95,517 13,453 354,387 49,915 — — 449,904 63,368 Goodwill — — 283,256 39,896 2,841,572 400,227 — — 3,124,828 440,123 Deferred tax assets — — 786 111 148,295 20,887 — — 149,081 20,998 Operating lease right-of-use assets and land use rights — — 82,120 11,566 52,747 7,430 — — 134,867 18,996 Other non-current assets 121,280 17,082 3,482 490 86,908 12,241 — — 211,670 29,813 Intercompany receivables (2) — — — — 2,679,400 377,386 (2,679,400 ) (377,386 ) — — Total non-current assets 26,028,314 3,666,011 717,983 101,124 10,774,831 1,517,605 (22,170,463 ) (3,122,644 ) 15,350,665 2,162,096 Total assets 35,745,514 5,034,651 5,447,374 767,245 21,060,669 2,966,333 (22,905,910 ) (3,226,229 ) 39,347,647 5,542,000 Accounts payable — — 7,179 1,011 18,041 2,541 — — 25,220 3,552 Prepaid for freight listing fees and other service fees — — 506,423 71,328 42,494 5,985 — — 548,917 77,313 Income tax payable 24,952 3,514 3,032 427 126,932 17,878 — — 154,916 21,819 Other tax payable 8,932 1,258 731,284 102,999 44,401 6,254 — — 784,617 110,511 Operating lease liabilities—current — — 34,867 4,911 2,891 407 — — 37,758 5,318 Accrued expenses and other current liabilities 107,124 15,089 1,113,559 156,840 502,562 70,785 — — 1,723,245 242,714 14 Table of Contents As of December 31, 2023 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$ RMB US$ RMB US$ RMB US$ RMB US$ (in thousands) Intercompany payables (4) — — 590,290 83,141 2,611,062 367,759 (3,201,352 ) (450,900 ) — — Total current liabilities 141,008 19,861 2,986,634 420,657 3,348,383 471,609 (3,201,352 ) (450,900 ) 3,274,673 461,227 Deferred tax liabilities — — 20,333 2,864 88,258 12,431 — — 108,591 15,295 Operating lease liabilities—non current — — 46,395 6,535 314 44 — — 46,709 6,579 Other non-current liabilities — — 22,950 3,232 — — — — 22,950 3,232 Total non-current liabilities — — 89,678 12,631 88,572 12,475 — — 178,250 25,106 Total liabilities 141,008 19,861 3,076,312 433,288 3,436,955 484,084 (3,201,352 ) (450,900 ) 3,452,923 486,333 Total mezzanine equity — — — — 277,420 39,074 — — 277,420 39,074 Total equity 35,604,506 5,014,790 2,371,062 333,957 17,346,294 2,443,175 (19,704,558 ) (2,775,329 ) 35,617,304 5,016,593 Total liabilities, mezzanine equity and equity 35,745,514 5,034,651 5,447,374 767,245 21,060,669 2,966,333 (22,905,910 ) (3,226,229 ) 39,347,647 5,542,000 The following tables present the condensed consolidated schedule of cash flow data for the periods indicated.
There is no guarantee that such regulatory communications would not result in substantial penalties or orders that require us to adjust the Group’s existing business practices in ways that may materially and adversely affect its growth and results of operations.
There is no guarantee that such regulatory communications would not result in substantial penalties or orders, or require us to adjust the Group’s existing business practices in ways that may materially and adversely affect its growth and results of operations.
Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.
Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.
Under the HFCA Act and the rules issued by the SEC and the PCAOB thereunder, if we have retained a registered public accounting firm to issue an audit report where the registered public accounting firm has a branch or office that is located in a foreign jurisdiction and the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, the SEC will identify us as a “covered issuer”, or SEC-identified issuer, shortly after we file with the SEC a report required under the Securities Exchange Act of 1934, or the Exchange Act (such as our annual report on Form 20-F), that includes an audit report issued by such accounting firm; and if we were to be identified as an SEC-identified issuer for two consecutive years, the SEC would prohibit our securities (including our shares or ADSs) from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Under the HFCA Act and the rules issued by the SEC and the PCAOB thereunder, if we have retained a registered public accounting firm to issue an audit report where the registered public accounting firm has a branch or office that is located in a foreign jurisdiction and the PCAOB has determined that it is unable to inspect or investigate completely because of a position taken by an authority in the foreign jurisdiction, the SEC will identify us as a “covered issuer”, or SEC-identified issuer, shortly after we file with the SEC a report required under the Securities Exchange Act of 1934, or the Exchange Act (such as our annual report on Form 20-F), that includes an audit report issued by such accounting firm; and if we were to be identified as an SEC-identified issuer for two consecutive years, the SEC would prohibit our securities (including our shares or ADSs) from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
In December 2021, the PCAOB made its determinations, or the 2021 determinations, pursuant to the HFCA Act that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP.
In December 2021, the PCAOB made its determinations, or the 2021 determinations, pursuant to the HFCA Act that it was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China or Hong Kong, including our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP.
After we filed our annual report on Form 20-F for the fiscal year ended December 31, 2021 that included an audit report issued by Deloitte Touche Tohmatsu Certified Public Accountants LLP on April 25, 2022, the SEC conclusively identified us as an SEC-identified issuer on May 26, 2022.
After we filed our annual report on Form 20-F for the fiscal year ended December 31, 2021 that included an audit report issued by Deloitte Touche Tohmatsu Certified Public Accountants LLP on April 25, 2022, the SEC conclusively identified us as an SEC-identified issuer on May 26, 2022.
According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.
According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: • 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; 46 Table of Contents • 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.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: • 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; 47 Table of Contents • 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.
Our memorandum and articles of association provide that, unless otherwise agreed by us, (i) the federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions of the Securities Act or the Exchange Act, which are referred to as the “US Actions;” and (ii) save for such US Actions, the courts of the Cayman Islands shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim whether arising out of or in connection with our articles of association or otherwise, including without limitation: • any derivative action or proceeding brought on behalf of our Company, 70 Table of Contents • 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 (the “Cayman Companies Act”), or our articles of association, 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).
Our memorandum and articles of association provide that, unless otherwise agreed by us, (i) the federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions of the Securities Act or the Exchange Act, which are referred to as the “US Actions;” and (ii) save for such US Actions, the courts of the Cayman Islands shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim whether arising out of or in connection with our articles of association or otherwise, including without limitation: • any derivative action or proceeding brought on behalf of our Company, 72 Table of Contents • 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 (the “Cayman Companies Act”), or our articles of association, 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).
However, if the PRC government continues to tighten its regulatory framework for the road transportation and internet service industries in the future, and subject industry participants such as the Group to new or specific requirements, such as licensing or additional user protection requirments, or require us to adjust the Group’s existing business practices, the Group’s business, financial condition and prospects would be materially and adversely affected.
However, if the PRC government continues to tighten its regulatory framework for the road transportation and internet service industries in the future, and subject industry participants such as the Group to new or specific requirements, such as licensing or additional user protection requirements, or require us to adjust the Group’s existing business practices, the Group’s business, financial condition and prospects would be materially and adversely affected.
The Group’s quarterly results of operations, including the levels of its revenue, operating cost and expenses, net (loss)/income and other key metrics such as GTV and fulfilled orders, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of the Group’s operating results may not be meaningful, especially given the Group’s limited operating history.
The Group’s quarterly results of operations, including the levels of its revenue, operating cost and expenses, net (loss)/income and other key metrics such as fulfilled orders, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of the Group’s operating results may not be meaningful, especially given the Group’s limited operating history.
Our PRC legal counsel, based on its understanding of the relevant laws and regulations, is of the opinion that each of the contracts among (i) Jiangsu Manyun, Manyun Software and Manyun Software’s shareholders, (ii) FTA Information, Shan’en Technology and Shan’en Technology’s shareholders and (iii) Yixing Manxian, Manyun Cold Chain and Manyun Cold Chain’s shareholders is valid, binding and enforceable in accordance with its terms.
Our PRC legal counsel, based on its understanding of the relevant laws and regulations, is of the opinion that each of the contracts among (i) Jiangsu Yunmanman, Manyun Software and Manyun Software’s shareholders, (ii) FTA Information, Shan’en Technology and Shan’en Technology’s shareholders and (iii) Yixing Manxian, Manyun Cold Chain and Manyun Cold Chain’s shareholders is valid, binding and enforceable in accordance with its terms.
We acquired Shanghai Xiwei and Beijing Manxin 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, Shan’en Technology and Manyun Cold Chain are currently the Group VIEs. See “Item 4.
We acquired Shanghai Xiwei and Beijing Manxin from Manyun Software and they became indirectly wholly-owned subsidiaries of Jiangsu Yunmanman on January 1, 2022. Guizhou FTA ceased to be a Group VIE following the completion of the Reorganization on January 1, 2022. Manyun Software, Shan’en Technology and Manyun Cold Chain are currently the Group VIEs. See “Item 4.
Our metrics and estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm the Group’s reputation and negatively affect its business. We rely on certain key operating metrics, such as GTV, fulfilled orders, average shipper MAUs and shipper MAUs, among other things, to evaluate the performance of the Group’s business.
Our metrics and estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm the Group’s reputation and negatively affect its business. We rely on certain key operating metrics, such as fulfilled orders, average shipper MAUs and shipper MAUs, among other things, to evaluate the performance of the Group’s business.
Our ability to pay dividends, if any, to the shareholders and ADSs investors and to service any debt we may incur will depend upon dividends paid by our PRC subsidiaries. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets offshore to us.
Our ability to pay dividends, if any, to the shareholders and ADSs investors and to service any debt we may incur may depend upon dividends paid by our PRC subsidiaries. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets offshore to us.
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; 16 Table of Contents • 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, transaction activities on the FTA platform and the Group’s financial results would be adversely impacted; • The Group’s business is subject to complex and evolving PRC laws and regulations relating to cybersecurity and data security; • 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; • The profitability of the Group’s freight brokerage service has been and is expected to continue to be reliant upon, among others, grants provided by local government authorities.
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, transaction activities on the FTA platform and the Group’s financial results would be adversely impacted; • The Group’s business is subject to complex and evolving PRC laws and regulations relating to cybersecurity and data security; • 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; • The profitability of the Group’s freight brokerage service has been and is expected to continue to be reliant upon, among others, grants provided by local government authorities.
Factors that may cause fluctuations in the Group’s quarterly financial results include: • the Group’s ability to attract or maintain a critical mass of shippers and truckers; 40 Table of Contents • the levels of user engagement and transaction activities; • the mix of solutions and services the Group offers; • 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.
Factors that may cause fluctuations in the Group’s quarterly financial results include: • the Group’s ability to attract or maintain a critical mass of shippers and truckers; 41 Table of Contents • the levels of user engagement and transaction activities; • the mix of solutions and services the Group offers; • 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.
Our PRC subsidiaries, Jiangsu Manyun, FTA Information and Yixing Manxian, entered into contractual arrangements with the Group VIEs (which are Manyun Software, Shan’en Technology and Manyun Cold Chain) and the Group VIEs’ respective shareholders, respectively. For a detailed description of these contractual arrangements, see “Item 4. Information of the Company — C.
Our PRC subsidiaries, Jiangsu Yunmanman, FTA Information and Yixing Manxian, entered into contractual arrangements with the Group VIEs (which are Manyun Software, Shan’en Technology and Manyun Cold Chain) and the Group VIEs’ respective shareholders, respectively. For a detailed description of these contractual arrangements, see “Item 4. Information of the Company — C.
These efforts may also prove more expensive than we anticipate, and we may not succeed in increasing the Group’s revenue sufficiently to offset these expenses. For example, we may aggressively expand the Group’s market share in the intra-city and LTL verticals, and we may incur substantial costs in connection with such efforts.
These efforts may also prove to be more expensive than we anticipate, and we may not succeed in increasing the Group’s revenue sufficiently to offset these expenses. For example, we may aggressively expand the Group’s market share in the intra-city and LTL verticals, and we may incur substantial costs in connection with such efforts.
In addition, while the Group has screening procedures during the recruitment process, we cannot assure you that the Group will be able to uncover misconduct of job applicants that occurred before offering them employment, or that the Group will not be affected by legal proceedings against its existing or former employees as a result of their actual or alleged misconduct. 38 Table of Contents Any significant disruption in the Group’s mobile apps and information technology systems, including events beyond the Group’s control, could prevent the Group from offering its solutions and services or reduce their attractiveness.
In addition, while the Group has screening procedures during the recruitment process, we cannot assure you that the Group will be able to uncover misconduct of job applicants that occurred before offering them employment, or that the Group will not be affected by legal proceedings against its existing or former employees as a result of their actual or alleged misconduct. 39 Table of Contents Any significant disruption in the Group’s mobile apps and information technology systems, including events beyond the Group’s control, could prevent the Group from offering its solutions and services or reduce their attractiveness.
If the Group cannot continue to receive such grants, its freight brokerage service and its contribution to the Group’s financial performance may be materially and adversely affected; • 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 profit; • The Group has incurred, and in the future may continue to incur, net losses; and • The Group may be required to write down goodwill and other identifiable intangible assets.
If the Group cannot continue to receive such grants, its freight brokerage service and its contribution to the Group’s financial performance may be materially and adversely affected; • 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 profit; • The Group incurred in the past, and may incur in the future, net losses; and • The Group may be required to write down goodwill and other identifiable intangible assets.
The Group’s existing or new solutions and services and changes to the FTA platform could fail to maintain or achieve sufficient market acceptance for many reasons, including but not limited to: • 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.
The Group’s existing or new solutions and services and changes to the FTA platform could fail to maintain or achieve sufficient market acceptance for many reasons, including but not limited to: • our failure to predict market demand accurately and supply solutions and services that meet this demand in a timely fashion; 24 Table of Contents • 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.
Furthermore, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including: • 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; 50 Table of Contents • 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.
Furthermore, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including: • 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.
Furthermore, if the PBOC or other governmental authorities deem the Group’s business arrangements with payment service providers to be noncompliant, the Group may be subject to regulatory action, investigations, fines and penalties, which could materially and adversely affect its business, results of operations and reputation. 37 Table of Contents If we fail to effectively manage the credit risks related to our credit solutions provided to truckers and shippers on the FTA platform, our business may be adversely affected.
Furthermore, if the PBOC or other governmental authorities deem the Group’s business arrangements with payment service providers to be noncompliant, the Group may be subject to regulatory action, investigations, fines and penalties, which could materially and adversely affect its business, results of operations and reputation. 38 Table of Contents If we fail to effectively manage the credit risks related to our credit solutions provided to truckers and shippers on the FTA platform, our business may be adversely affected.
Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action proceeds, it would proceed under the terms of the deposit agreement with a jury trial. 71 Table of Contents The depositary for the ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying our ADSs if holders of our ADSs do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect the interests the holders of our ADSs .
Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action proceeds, it would proceed under the terms of the deposit agreement with a jury trial. 73 Table of Contents The depositary for the ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying our ADSs if holders of our ADSs do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect the interests the holders of our ADSs .
Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, business, financial condition and results of operations. 54 Table of Contents Risks Relating to Doing Business in China 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.
Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, business, financial condition and results of operations. 56 Table of Contents Risks Relating to Doing Business in China 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.
Currently, the Group VIEs are (i) Manyun Software, (ii) Guiyang Shan’en Technology Co., Ltd., or Shan’en Technology, and (iii) Manyun Cold Chain. 3 Table of Contents The following diagram illustrates our corporate structure with our principal subsidiaries as of December 31, 2022. Certain entities that are immaterial to our results of operations, business and financial condition are omitted.
Currently, the Group VIEs are (i) Manyun Software, (ii) Guiyang Shan’en Technology Co., Ltd., or Shan’en Technology, and (iii) Manyun Cold Chain. 3 Table of Contents The following diagram illustrates our corporate structure with our principal subsidiaries as of December 31, 2023. Certain entities that are immaterial to our results of operations, business and financial condition are omitted.
(4) Include two insignificant subsidiaries that are wholly-owned by FTA. 4 Table of Contents (5) Manyun Software, Tianjin Zhihui Yunli Management Consulting Partnership (Limited Partners), or Tianjin Zhihui, Mr. Peter Hui Zhang and Mr. Wenjian Dai hold 77.5%, 10.0%, 7.5% and 5.0% of equity interest in Manyun Cold Chain, respectively. (6) Mr. Peter Hui Zhang and Ms.
(4) Include two insignificant subsidiaries that are wholly-owned by FTA. 4 Table of Contents (5) Manyun Software, Tianjin Zhihui Yunli Management Consulting Partnership (Limited Partners), or Tianjin Zhihui, Mr. Peter Hui Zhang and Mr. Wenjian Dai hold 77.5%, 10.0%, 7.5% and 5.0% of equity interest in Manyun Cold Chain, respectively.
Guizhen Ma hold 70% and 30% equity interest, respectively, in Manyun Software. Manyun Software and its subsidiaries are primarily involved in operating the Yunmanman apps and Shengsheng apps and providing freight matching services. (7) Include eight insignificant subsidiaries that are wholly-owned by Jiangsu Manyun. (8) In March 2021, Guizhou FTA became a Group VIE.
Guizhen Ma hold 70% and 30% equity interest, respectively, in Manyun Software. Manyun Software and its subsidiaries are primarily involved in operating the Yunmanman apps and Shengsheng apps and providing freight matching services. (8) Include eight insignificant subsidiaries that are wholly-owned by Jiangsu Yunmanman. (9) In March 2021, Guizhou FTA became a Group VIE.
On January 1, 2022, FTA Information acquired Guizhou FTA from its shareholders and it became a wholly-owned subsidiary of FTA Information. (9) Include two insignificant subsidiaries that are wholly owned by FTA Information. (10) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 70% and 30% equity interest, respectively, in Shan’en Technology.
On January 1, 2022, FTA Information acquired Guizhou FTA from its shareholders and it became a wholly-owned subsidiary of FTA Information. (10) Include two insignificant subsidiaries that are wholly owned by FTA Information. (11) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 70% and 30% equity interest, respectively, in Shan’en Technology.
Based on the past and projected composition of the Group’s income and assets, and the valuation of its assets, including goodwill (which we have determined based on the trading price of our ADSs), we believe there is a significant risk that we were a PFIC in 2022 and will be a PFIC for the current taxable year, and that we may be a PFIC in future taxable years.
Based on the past and projected composition of the Group’s income and assets, and the valuation of its assets, including goodwill (which we have determined based on the trading price of our ADSs), we believe there is a significant risk that we were a PFIC in 2023 and will be a PFIC for the current taxable year, and that we may be a PFIC in future taxable years.
In particular, we face a number of challenges relating to data from transactions and other activities on the FTA platform, including: • 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.
In particular, we face a number of challenges relating to data from transactions and other activities on the FTA platform, including: • 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; 31 Table of Contents • 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.
Nevertheless, the Group was able to generate gross profit from the freight brokerage service in 2020, 2021 and 2022 because the consolidated affiliates received grants from local government authorities. For details regarding government grants, see “Item 5. Operating and Financial Review and Prospects – Components of Results of Operations – Cost of Revenues”.
Nevertheless, the Group was able to generate gross profit from the freight brokerage service in 2021, 2022 and 2023 because the consolidated affiliates received grants from local government authorities. For details regarding government grants, see “Item 5. Operating and Financial Review and Prospects – Components of Results of Operations – Cost of Revenues”.
To align with the line item in the condensed balance sheets of the Parent, amounts due form subsidiaries and consolidated affiliates are not included in intercompany receivables. (4) Represents the intercompany balances among the Parent, our subsidiaries, and the consolidated affiliates, which were eliminated upon consolidation. A. [Reserved] B. Capitalization and Indebtedness Not required. C.
To align with the line item in the condensed balance sheets of the Parent, amounts due from subsidiaries and consolidated affiliates are not included in intercompany receivables. (4) Represents the intercompany balances among the Parent, our subsidiaries, and the consolidated affiliates, which were eliminated upon consolidation. A. [Reserved] B. Capitalization and Indebtedness Not required. C.
If any of the Group’s third-party service providers fail to comply with applicable anti-money laundering laws and regulations, the Group’s reputation could suffer and it could become subject to regulatory intervention, which could have a material adverse effect on the Group’s business, financial condition and results of operations.
If any of the Group’s third-party service providers or users fail to comply with applicable anti-money laundering laws and regulations, the Group’s reputation could suffer and it could become subject to regulatory intervention, which could have a material adverse effect on the Group’s business, financial condition and results of operations.
(1) Our PRC subsidiaries, Jiangsu Manyun, FTA Information and Yixing Manxian, entered into contractual arrangements with the Group VIEs. Jiangsu Manyun, FTA Information and Yixing Manxian are our wholly foreign owned entities, or WFOEs. Shanghai Xiwei and Beijing Manxin were Group VIEs from the beginning of the periods presented below to November 2021.
(1) Our PRC subsidiaries, Jiangsu Yunmanman, FTA Information and Yixing Manxian, entered into contractual arrangements with the Group VIEs. Jiangsu Yunmanman, FTA Information and Yixing Manxian are our wholly foreign owned entities, or WFOEs. Shanghai Xiwei and Beijing Manxin were Group VIEs from the beginning of the periods presented below to November 2021.
Taxation.” Summary Financial Information Related to the Consolidated Affiliates The following condensed consolidated financial statement information presents information related to Full Truck Alliance Co. Ltd., or the Parent, which is a Cayman holding company, the consolidated affiliates and our subsidiaries as of December 31, 2020, 2021 and 2022 and for the years ended 2020, 2021 and 2022.
Taxation.” Summary Financial Information Related to the Consolidated Affiliates The following condensed consolidated financial statement information presents information related to Full Truck Alliance Co. Ltd., or the Parent, which is a Cayman holding company, the consolidated affiliates and our subsidiaries as of December 31, 2021, 2022 and 2023 and for the years ended 2021, 2022 and 2023.
The Draft Online Small Loan Measures, if enacted in substantially the form published for public comment, will, among other things, require our small loan company to obtain the CBIRC’s approval to be able to continue to operate our cash loan business across different provinces after the three-year transition period.
The Draft Online Small Loan Measures, if enacted in substantially the form published for public comment, will, among other things, require our small loan company to obtain the NFRA’s approval to be able to continue to operate our cash loan business across different provinces after the three-year transition period.
Therefore, any such fluctuations may affect our PFIC status. 73 Table of Contents If we are a PFIC for any taxable year during which a United States person holds ADSs or Class A ordinary shares, certain adverse United States federal income tax consequences could apply to such United States person.
Therefore, any such fluctuations may affect our PFIC status. 75 Table of Contents If we are a PFIC for any taxable year during which a United States person holds ADSs or Class A ordinary shares, certain adverse United States federal income tax consequences could apply to such United States person.
In addition, beginning at the same time, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. As of December 31, 2022, our management has concluded that our internal control over financial reporting is effective. See “Item 15.
In addition, beginning at the same time, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. As of December 31, 2023, our management has concluded that our internal control over financial reporting is effective. See “Item 15.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (13) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (14) Include 15 insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (14) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (15) Include nine insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
The Group did not identify additional impairment indicator as of December 31, 2022 to trigger the impairment of the goodwill and intangible assets. The trading price of our ADSs has been and is likely to continue to be volatile and could fluctuate widely in response to a variety of factors.
The Group did not identify additional impairment indicator as of December 31, 2023 to trigger the impairment of the goodwill and intangible assets. The trading price of our ADSs has been and is likely to continue to be volatile and could fluctuate widely in response to a variety of factors.
Below please find a summary of the principal risks we face, organized under relevant headings: Risks Relating to Our Business and Industry Risks and uncertainties relating to our business and industry include, but are not limited to, the following: • 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.
Below please find a summary of the principal risks we face, organized under relevant headings: Risks Relating to Our Business and Industry Risks and uncertainties relating to our business and industry include, but are not limited to, the following: • 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; 16 Table of Contents • The Group’s operations have grown substantially since inception.
Controls and Procedures — Management’s Annual Report on Internal Control over Financial Reporting.” Our independent registered public accounting firm has issued a report, which has concluded that we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022.
Controls and Procedures — Management’s Annual Report on Internal Control over Financial Reporting.” Our independent registered public accounting firm has issued a report, which has concluded that we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023.
See “Risks Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” We may lose the ability to use and benefit from, the licenses, approvals and assets held by the Group VIEs that are material to the operation of our business if any of the Group VIEs goes bankrupt or becomes subject to dissolution or liquidation proceeding.
See “Risks Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” 53 Table of Contents We may lose the ability to use and benefit from, the licenses, approvals and assets held by the Group VIEs that are material to the operation of our business if any of the Group VIEs goes bankrupt or becomes subject to dissolution or liquidation proceeding.
The consolidated affiliates in the following refer to Shanghai Xiwei, Guizhou FTA and Beijing Manxin and their respective subsidiaries in 2020 and 2021 and refer to Manyun Software, Shan’en Technology and Manyun Cold Chain and their respective subsidiaries in 2022. See “Item 4. Information on the Company—C.
The consolidated affiliates in the following refer to Shanghai Xiwei, Guizhou FTA and Beijing Manxin and their respective subsidiaries in 2021 and refer to Manyun Software, Shan’en Technology and Manyun Cold Chain and their respective subsidiaries in 2022 and 2023. See “Item 4. Information on the Company—C.
SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises. 61 Table of Contents We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments.
SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises. We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments.
Any privacy or data security breach or failure to comply with these laws and regulations could have a material adverse impact on the Group’s reputation, brand, business and results of operations. 21 Table of Contents In April 2020, the Cyberspace Administration of China, or CAC, and eleven other regulatory authorities of the PRC jointly promulgated the Rules on Cybersecurity Review.
Any privacy or data security breach or failure to comply with these laws and regulations could have a material adverse impact on the Group’s reputation, brand, business and results of operations. In April 2020, the Cyberspace Administration of China, or CAC, and eleven other regulatory authorities of the PRC jointly promulgated the Rules on Cybersecurity Review.
The gross amount of VAT related to freight brokerage services that the consolidated affiliates were obliged to pay exceeded the Group’s net revenues from such services in 2020, 2021 and 2022 and we expect such situation to continue.
The gross amount of VAT related to freight brokerage services that the consolidated affiliates were obliged to pay exceeded the Group’s net revenues from such services in 2021, 2022 and 2023 and we expect such situation to continue.
Compliance with such laws or regulations could force us to incur increased operating expenses, or modify our business models, which may have a material and adverse impact on the Group’s business, financial condition and results of operations. 35 Table of Contents The State Council promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, in 2017.
Compliance with such laws or regulations could force us to incur increased operating expenses, or modify our business models, which may have a material and adverse impact on the Group’s business, financial condition and results of operations. The State Council promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, in 2017.
These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for the Group’s services and consequently have a material adverse effect on the Group’s business, financial condition and results of operations. 55 Table of Contents There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for the Group’s services and consequently have a material adverse effect on the Group’s business, financial condition and results of operations. There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” 60 Table of Contents Dividends paid to our foreign investors and gains on the sale of the ADSs or Class A ordinary shares by our foreign investors may be subject to PRC tax.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” Dividends paid to our foreign investors and gains on the sale of the ADSs or Class A ordinary shares by our foreign investors may be subject to PRC tax.
If these third-party distribution platforms change their terms and conditions or their interpretations of these terms and conditions in a manner that is detrimental to us, or refuse to distribute the Group’s applications, or remove the Group’s applications, or if any other major distribution channel with which we would like to seek collaboration refuses to collaborate with us in the future on commercially reasonable terms, or at all, the Group’s business, financial condition and results of operations may be materially and adversely affected.
If these third-party distribution platforms change their terms and conditions or their interpretations of these terms and conditions in a manner that is detrimental to us, or refuse to distribute the Group’s applications, timely launch updated versions of the Group’s applications, or remove the Group’s applications, or if any other major distribution channel with which we would like to seek collaboration refuses to collaborate with us in the future on commercially reasonable terms, or at all, the Group’s business, financial condition and results of operations may be materially and adversely affected.
Hurdles in implementing technological advances may result in the Group’s services becoming less attractive to ecosystem participants, which, in turn, may materially and adversely affect its business, results of operations and prospects. 29 Table of Contents We are subject to the evolving laws and regulations governing the road transportation, internet service and insurance industries in the PRC.
Hurdles in implementing technological advances may result in the Group’s services becoming less attractive to ecosystem participants, which, in turn, may materially and adversely affect its business, results of operations and prospects. We are subject to the evolving laws and regulations governing the road transportation, internet service and insurance industries in the PRC.
Furthermore, there can be no assurance that we will be able to renew our licenses for financial guarantee business when such licenses expire in the future. In November 2020, the CBIRC and People’s Bank of China, or the PBOC, published the draft Interim Measures for the Administration of Online Small Loan Business, or the Draft Online Small Loan Measures.
Furthermore, there can be no assurance that we will be able to renew our licenses for financial guarantee business when such licenses expire in the future. 36 Table of Contents In November 2020, the CBIRC and People’s Bank of China, or the PBOC, published the draft Interim Measures for the Administration of Online Small Loan Business, or the Draft Online Small Loan Measures.
We also may be subject to claims for indemnification related to these matters, and we cannot predict the impact that indemnification claims may have on the Group’s business or financial results. Holders of our ADSs may have fewer rights than holders of our Class A ordinary shares and must act through the depositary to exercise those rights.
We also may be subject to claims for indemnification related to these matters, and we cannot predict the impact that indemnification claims may have on the Group’s business or financial results. 70 Table of Contents Holders of our ADSs may have fewer rights than holders of our Class A ordinary shares and must act through the depositary to exercise those rights.
Furthermore, if internet access fees or other charges to internet users increase, the Group’s user engagement and transaction activities may decline and the Group’s business may be harmed. 41 Table of Contents The Group’s business depends upon the interoperability of the FTA platform across devices, operating systems, and third-party applications that we do not control.
Furthermore, if internet access fees or other charges to internet users increase, the Group’s user engagement and transaction activities may decline and the Group’s business may be harmed. The Group’s business depends upon the interoperability of the FTA platform across devices, operating systems, and third-party applications that we do not control.
Stricter anti-monopoly and anti-unfair competition enforcement by the PRC regulatory authorities, especially enforcement actions focused on platform economy, may, among other things, prohibit the Group from future acquisitions, divestitures or combinations the Group plans to make, impose fines or penalties, require divestiture of certain of the Group’s assets, or impose other restrictions that limit or require the Group to modify its operations, including limitations on the Group’s contractual relationships with shippers and truckers or restrictions on the Group’s pricing or revenue models, which could materially and adversely affect the Group’s business, financial condition, results of operations and future prospects.
Business Overview — Regulatory Matters — Regulations Related to Anti-Monopoly.” Stricter anti-monopoly and anti-unfair competition enforcement by the PRC regulatory authorities, especially enforcement actions focused on platform economy, may, among other things, prohibit the Group from future acquisitions, divestitures or combinations the Group plans to make, impose fines or penalties, require divestiture of certain of the Group’s assets, or impose other restrictions that limit or require the Group to modify its operations, including limitations on the Group’s contractual relationships with shippers and truckers or restrictions on the Group’s pricing or revenue models, which could materially and adversely affect the Group’s business, financial condition, results of operations and future prospects.
Any decline in the number of shippers or truckers using the FTA platform or their activity level on the FTA platform would reduce the value of the Group’s network and would harm its future operating results. The Group’s business is subject to complex and evolving PRC laws and regulations relating to cybersecurity and data security.
Any decline in the number of shippers or truckers using the FTA platform or their activity level on the FTA platform would reduce the value of the Group’s network and would harm its future operating results. 21 Table of Contents The Group’s business is subject to complex and evolving PRC laws and regulations relating to cybersecurity and data security.
There can be no assurance that the Group will achieve any of the above. 19 Table of Contents To manage the Group’s growth and expansion, we anticipate that we will need to implement a variety of new and upgraded operational systems, procedures and controls, including improving the Group’s technology infrastructure as well as internal management systems.
There can be no assurance that the Group will achieve any of the above. To manage the Group’s growth and expansion, we anticipate that we will need to implement a variety of new and upgraded operational systems, procedures and controls, including improving the Group’s technology infrastructure as well as internal management systems.
As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity interest. 51 Table of Contents All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC.
As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity interest. All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC.
Accordingly, holders of ADSs may be unable to participate in our rights offerings in the future and may experience dilution in their holdings. 69 Table of Contents Holders of our ADSs may not receive cash dividends or other distributions if the depositary determines it is illegal or impractical to make them available to them.
Accordingly, holders of ADSs may be unable to participate in our rights offerings in the future and may experience dilution in their holdings. Holders of our ADSs may not receive cash dividends or other distributions if the depositary determines it is illegal or impractical to make them available to them.
Additionally, we may have to pay significant taxes upon the sale or transfer of these assets. Accordingly, we may never realize the value of these assets relative to the contributions we made to these businesses. In addition, loss incurred by the Group’s equity method investees affects the Group’s results of operations.
Additionally, we may have to pay significant taxes upon the sale or transfer of these assets. Accordingly, we may never realize the value of these assets relative to the contributions we made to these businesses. 48 Table of Contents In addition, loss incurred by the Group’s equity method investees affects the Group’s results of operations.
Among other things, we are not required under the NYSE corporate governance listing standards to: (i) have a majority of the board be independent; (ii) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors; (iii) have a minimum of three members on the audit committee; (iv) obtain shareholders’ approval for issuance of securities in certain situations; or (v) have regularly scheduled executive sessions with only independent directors each year.
Among other things, we are not required under the NYSE corporate governance listing standards to: (i) have a majority of the board be independent; (ii) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors; (iii) have a minimum of three members on the audit committee; (iv) obtain shareholders’ approval for issuance of securities in certain situations; (v) have regularly scheduled executive sessions with only independent directors each year; or (vi) hold annual shareholders meetings.
(formerly known as Full Truck Alliance Information Consulting Co., Ltd.), or 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.
(3) Besides Full Truck Alliance Information Technology Co., Ltd. (formerly known as Full Truck Alliance Information Consulting Co., Ltd.), or 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.
Goodwill and intangible assets, net, together accounted for approximately 9.9% of total assets on its balance sheet as of December 31, 2022. The impairment of a significant portion of these assets would negatively affect the Group’s financial condition or results of operations.
Goodwill and intangible assets, net, together accounted for approximately 9.1% of total assets on its balance sheet as of December 31, 2023. The impairment of a significant portion of these assets would negatively affect the Group’s financial condition or results of operations.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. All of the Group’s revenue and substantially all of its costs are denominated in Renminbi.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. 64 Table of Contents All of the Group’s revenue and substantially all of its costs are denominated in Renminbi.
In addition, the Group shall submit a report to CSRC after the occurrence and public disclosure of the following material events: (1) change of control; (2) investigations or sanctions imposed by overseas securities regulartory agencies or other relevant competent authorities; (3) change of listing status or transfer of listing segment and (4) voluntary or mandatory delising. See “Item 4.
In addition, the Group shall submit a report to CSRC after the occurrence and public disclosure of the following material events: (1) change of control; (2) investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities; (3) change of listing status or transfer of listing segment and (4) voluntary or mandatory delisting. See “Item 4.
Since the road transportation industry is characterized by high demand and intense competition for talent, we cannot assure you that we will be able to attract or retain qualified management or other highly skilled employees. 43 Table of Contents We do not have key man insurance for our directors, executive officers, senior management or other key employees.
Since the road transportation industry is characterized by high demand and intense competition for talent, we cannot assure you that we will be able to attract or retain qualified management or other highly skilled employees. We do not have key man insurance for our directors, executive officers, senior management or other key employees.
The loss of interoperability, whether due to actions of third parties or otherwise, could adversely affect the Group’s business. The Group’s use of third-party open source software could adversely affect the Group’s ability to offer its products and offerings and subject the Group to possible litigation.
The loss of interoperability, whether due to actions of third parties or otherwise, could adversely affect the Group’s business. 42 Table of Contents The Group’s use of third-party open source software could adversely affect the Group’s ability to offer its products and offerings and subject the Group to possible litigation.
These risks and challenges include the Group’s ability to, among other things: • 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; • 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 complex and evolving laws, regulations, policies and guidelines and resolve legal actions and regulatory actions.
These risks and challenges include the Group’s ability to, among other things: • 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; • 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 complex and evolving laws, regulations, policies and guidelines and resolve legal actions and regulatory actions. 19 Table of Contents The Group’s operations have grown substantially since inception.
Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang apps and providing freight matching services and insurance brokerage services. (11) Include nine insignificant subsidiaries that are wholly-owned by Manyun Software and one insignificant subsidiary that are majority-owned by Manyun Software. (12) Previously, Guiyang Huochebang Technology Co., Ltd., or Guiyang Huochebang, was a Group VIE.
Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang apps and providing freight matching services and insurance brokerage services. (12) Include eleven insignificant subsidiaries that are wholly-owned by Manyun Software and one insignificant subsidiary that are majority-owned by Manyun Software. (13) Previously, Guiyang Huochebang Technology Co., Ltd., or Guiyang Huochebang, was a Group VIE.
We also face regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC law. We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on the Group’s global income.
We also face regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC law. 61 Table of Contents We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on the Group’s global income.
Organizational Structure.” 9 Table of Contents The following tables presents the condensed consolidated schedule of results of operation data for the periods indicated.
Organizational Structure.” 9 Table of Contents The following tables present the condensed consolidated schedule of results of operation data for the periods indicated.
We cannot assure you that we will be able to obtain the CBIRC’s approval in a timely manner, or at all.
We cannot assure you that we will be able to obtain the NFRA’s approval in a timely manner, or at all.
The Security Assessment Measures requires the data processor providing data overseas and falling under certain circumstances to apply for the security assessment of cross-border data transfer with the local provincial-level counterparts of the national cybersecurity authority. For details, see “Item 4. Information on the Company. — B.
The Security Assessment Measures and the Provisions on Cross-border Data Flows require the data processor providing data overseas and falling under certain circumstances to apply for the security assessment of cross-border data transfer with the local provincial-level counterparts of the national cybersecurity authority. For details, see “Item 4. Information on the Company. — B.
Business Overview — Regulatory Matters — Regulations Related to Internet Security and Privacy Protection.” As of the date of this annual report, we believe the Group is not involved in outbound data transfers in its daily operations, and therefore, we do not currently expect the Security Assessment Measures to have a material impact on the Group’s daily operations.
Business Overview — Regulatory Matters — Regulations Related to Internet Security and Privacy Protection.” As of the date of this annual report, we believe the Group is not involved in outbound data transfers in its daily operations, and therefore, we do not currently expect the Security Assessment Measures or the Provisions on Cross-border Data Flows to have a material impact on the Group’s daily operations.
Business Overview — Regulatory Matters— Regulations Related to M&A Rules and Overseas Listings.” These regulations established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex.
Business Overview — Regulatory Matters— Regulations Related to M&A Rules and Overseas Listings.” 58 Table of Contents These regulations established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex.
Business Overview — Regulatory Matters— Regulations Related to M&A Rules and Overseas Listings.” 57 Table of Contents The filing with and reporting to the CSRC will be required in connection with our future offshore offerings and occurrences of other specific events. We cannot assure you that we will be able to make such filing or reporting in a timely manner.
Business Overview — Regulatory Matters— Regulations Related to M&A Rules and Overseas Listings.” The filing with and reporting to the CSRC will be required in connection with our future offshore offerings and occurrences of their specific events. We cannot assure you that we will be able to make such filing or reporting in a timely manner.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThese measures require the data processor providing data overseas and falling under any of the following circumstances to apply for the security assessment of crossborder data transfer with the local provincial-level counterparts of the national cybersecurity authority: (i) where the data processor intends to provide important data overseas; (ii) where a critical information infrastructure operator and a data processor who has processed personal information of more than 1,000,000 individuals intends to provide personal information overseas; (iii) where a data processor who has provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals to overseas recipients, in each case as calculated cumulatively, since January 1 of the last year intends to provide personal information overseas; and (iv) other circumstances where the security assessment of data cross-border transfer is required as prescribed by the CAC.
Biggest changeThese measures require the data processor providing data overseas and falling under any of the following circumstances to apply for the security assessment of cross-border data transfer with the local provincial-level counterparts of the national cybersecurity authority.
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.
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. In the fourth quarter of 2021, in order to enhance corporate governance, we underwent the Reorganization.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. In the fourth quarter of 2021, in order to enhance corporate governance, we underwent the Reorganization.
The Reorganization mainly involved (i) changing the Group VIEs and (ii) changing certain subsidiaries of the Group VIEs to wholly-owned or partly-owned subsidiaries of our Company, to the extent permitted under the relevant PRC laws and regulations.
The Reorganization mainly involved (i) changing the Group VIEs and (ii) changing certain subsidiaries of the Group VIEs to wholly-owned or partly-owned subsidiaries of our Company, to the extent permitted under the relevant PRC laws and regulations.
Manyun Software and Shan’en Technology, which were wholly-owned subsidiaries of Shanghai Xiwei prior to the Reorganization, were transferred to nominee shareholders in the fourth quarter of 2021.
Manyun Software and Shan’en Technology, which were wholly-owned subsidiaries of Shanghai Xiwei prior to the Reorganization, were transferred to nominee shareholders in the fourth quarter of 2021.
Spousal Consent Letters . Pursuant to the respective spousal consent letters, each of the spouses of the applicable individual shareholders of Beijing Manxin acknowledges and confirms the execution of the relevant exclusive service agreement, equity pledge agreement, power of attorney, and exclusive option agreement and irrevocably agrees that the applicable individual shareholders have rights or obligations under these agreements.
Pursuant to the respective spousal consent letters, each of the spouses of the applicable individual shareholders of Beijing Manxin acknowledges and confirms the execution of the relevant exclusive service agreement, equity pledge agreement, power of attorney, and exclusive option agreement and irrevocably agrees that the applicable individual shareholders have rights or obligations under these agreements.
Risk Factors—Risks Relating to Our Corporate Structure—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.” The following are summaries of (i) the currently effective contractual arrangements by and among (a) Jiangsu Manyun, Manyun Software and its shareholders, (b) FTA Information, Shan’en Technology and its shareholders and (c) Yixing Manxian, Manyun Cold Chain and its shareholders and (ii) the pre-Reorganization contractual arrangements by and among (a) Jiangsu Manyun, Shanghai Xiwei and its shareholders, (b) Jiangsu Manyun, Beijing Manxin and its shareholders, and (c) FTA Information, Guizhou FTA and its shareholders.
Risk Factors—Risks Relating to Our Corporate Structure—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.” The following are summaries of (i) the currently effective contractual arrangements by and among (a) Jiangsu Yunmanman, Manyun Software and its shareholders, (b) FTA Information, Shan’en Technology and its shareholders and (c) Yixing Manxian, Manyun Cold Chain and its shareholders and (ii) the pre-Reorganization contractual arrangements by and among (a) Jiangsu Yunmanman, Shanghai Xiwei and its shareholders, (b) Jiangsu Yunmanman, Beijing Manxin and its shareholders, and (c) FTA Information, Guizhou FTA and its shareholders.
Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or indirectly in the PRC which include any of the following circumstances: (i) a foreign investor, solely or jointly with other investors, establishing a foreign-invested enterprise within PRC; (ii) a foreign investor acquiring shares, equity interests, property portions, or other similar rights and interests of an enterprise within PRC; (iii) a foreign investor, solely or jointly with other investors, investing in any new project within PRC; and (iv) investment of other methods as specified in laws, administrative regulations or as stipulated by the State Council by any foreign investor. 98 Table of Contents To ensure the effective implementation of the Foreign Investment Law, the Regulations on Implementing the Foreign Investment Law of PRC, or the Implementation Regulations, was promulgated by State Council on December 26, 2019 and came into effect on January 1, 2020, which further provides that, among others, (i) if a foreign-invested enterprise established prior to the effective date of the Foreign Investment Law fails to adjust its legal form or governance structure to comply with the provisions of the Companies Law or the Partnership Enterprises Law of the PRC, as applicable, and complete amendment registration before January 1, 2025, the enterprise registration authority will not process other registration matters of the foreign-invested enterprise and may publicize such non-compliance thereafter; (ii) the provisions regarding transfer of equity interest and distribution of profits and remaining assets as stipulated in the contracts among the joint venture parties of a foreign-invested enterprise established before the effective date of the Foreign Investment Law may, after adjustment of the legal form and governing structure of such foreign-invested enterprise, remain binding upon the parties during the joint venture term of the enterprise.
Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or indirectly in the PRC which include any of the following circumstances: (i) a foreign investor, solely or jointly with other investors, establishing a foreign-invested enterprise within PRC; (ii) a foreign investor acquiring shares, equity interests, property portions, or other similar rights and interests of an enterprise within PRC; (iii) a foreign investor, solely or jointly with other investors, investing in any new project within PRC; and (iv) investment of other methods as specified in laws, administrative regulations or as stipulated by the State Council by any foreign investor. 97 Table of Contents To ensure the effective implementation of the Foreign Investment Law, the Regulations on Implementing the Foreign Investment Law of PRC, or the Implementation Regulations, was promulgated by State Council on December 26, 2019 and came into effect on January 1, 2020, which further provides that, among others, (i) if a foreign-invested enterprise established prior to the effective date of the Foreign Investment Law fails to adjust its legal form or governance structure to comply with the provisions of the Companies Law or the Partnership Enterprises Law of the PRC, as applicable, and complete amendment registration before January 1, 2025, the enterprise registration authority will not process other registration matters of the foreign-invested enterprise and may publicize such non-compliance thereafter; (ii) the provisions regarding transfer of equity interest and distribution of profits and remaining assets as stipulated in the contracts among the joint venture parties of a foreign-invested enterprise established before the effective date of the Foreign Investment Law may, after adjustment of the legal form and governing structure of such foreign-invested enterprise, remain binding upon the parties during the joint venture term of the enterprise.
In addition, the Measures on the Regulations of Internet Insurance Business imposed a more stringent standards on the security management of information systems and operation data of the insurance institution, who shall be assume the primary responsibility for protecting customer information and shall follow the principles of legitimacy, rightfulness and necessity in collecting, processing and using personal information.
In addition, the Measures on the Regulations of Internet Insurance Business imposed more stringent standards on the security management of information systems and operation data of the insurance institution, who shall be assume the primary responsibility for protecting customer information and shall follow the principles of legitimacy, rightfulness and necessity in collecting, processing and using personal information.
In consideration of the services provided by Jiangsu Manyun, Manyun Software shall pay Jiangsu Manyun annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Manyun Software’s profit before taxation for the relevant year.
In consideration of the services provided by Jiangsu Yunmanman, Manyun Software shall pay Jiangsu Yunmanman annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Manyun Software’s profit before taxation for the relevant year.
Freight Listing Service The Group offers freight listing service through the consolidated affiliates. The Group has a freemium model where shippers can post a certain number of shipping orders on the FTA platform free of charge. Shippers are required to pay membership fees in order to post additional shipping orders. The Group currently offers two tiers of membership.
Freight Listing Service The Group offers freight listing service through the consolidated affiliates. The Group has a freemium model where shippers can post a certain number of shipping orders on the FTA platform free of charge. Shippers are required to pay membership fees in order to post additional shipping orders. The Group currently offers mainly two tiers of membership.
Pursuant to the power of attorney, each shareholder of Beijing Manxin has irrevocably authorized Jiangsu Manyun to exercise the following rights relating to all equity interests held by such shareholder in Beijing Manxin during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and attorney with respect to all matters concerning its shareholding in Beijing Manxin according to the applicable PRC laws and Beijing Manxin’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights, including but not limited designating and appointing the directors of Beijing Manxin; (ii) asset transfer, capital reduction and capital increase of Beijing Manxin; and (iii) other decisions that would have a material effect on Beijing Manxin’s assets and operations.
Pursuant to the power of attorney, each shareholder of Beijing Manxin has irrevocably authorized Jiangsu Yunmanman to exercise the following rights relating to all equity interests held by such shareholder in Beijing Manxin during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and attorney with respect to all matters concerning its shareholding in Beijing Manxin according to the applicable PRC laws and Beijing Manxin’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights, including but not limited designating and appointing the directors of Beijing Manxin; (ii) asset transfer, capital reduction and capital increase of Beijing Manxin; and (iii) other decisions that would have a material effect on Beijing Manxin’s assets and operations.
Each of the shareholders of Manyun Software agrees that, during the term of the equity interest pledge agreement, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Manyun.
Each of the shareholders of Manyun Software agrees that, during the term of the equity interest pledge agreement, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Yunmanman.
This agreement will remain effective until (i) all equity interests of Manyun Software held by its shareholders have been transferred or assigned to Jiangsu Manyun or its designated entities or persons, or (ii) all parties have entered into any agreements in terminating this agreement.
This agreement will remain effective until (i) all equity interests of Manyun Software held by its shareholders have been transferred or assigned to Jiangsu Yunmanman or its designated entities or persons, or (ii) all parties have entered into any agreements in terminating this agreement.
In addition, online marketplace platform providers may be jointly and severally liable with sellers and manufacturers if they are aware or should be aware that any seller or manufacturer is using the online platform to infringe upon the lawful rights and interests of consumers and fail to take measures necessary to prevent or stop such activity. 104 Table of Contents The Civil Code of the PRC, or the Civil Code, was promulgated by the NPC on May 28, 2020 and became effective on January 1, 2021, which superseded the Tort Law of the PRC and the General Principles of Civil Law of the PRC.
In addition, online marketplace platform providers may be jointly and severally liable with sellers and manufacturers if they are aware or should be aware that any seller or manufacturer is using the online platform to infringe upon the lawful rights and interests of consumers and fail to take measures necessary to prevent or stop such activity. 103 Table of Contents The Civil Code of the PRC, or the Civil Code, was promulgated by the NPC on May 28, 2020 and became effective on January 1, 2021, which superseded the Tort Law of the PRC and the General Principles of Civil Law of the PRC.
Manyun Software acquired Beijing Manxin and Shanghai Xiwei from their respective shareholders for nominal price and they became indirectly wholly-owned subsidiaries of Manyun Software in November 2021. In addition, we acquired Beijing Manxin and Shanghai Xiwei from Manyun Software and they became indirectly wholly-owned subsidiaries of Jiangsu Manyun on January 1, 2022.
Manyun Software acquired Beijing Manxin and Shanghai Xiwei from their respective shareholders for nominal price and they became indirectly wholly-owned subsidiaries of Manyun Software in November 2021. In addition, we acquired Beijing Manxin and Shanghai Xiwei from Manyun Software and they became indirectly wholly-owned subsidiaries of Jiangsu Yunmanman on January 1, 2022.
Manyun Software acquired Beijing Manxin and Shanghai Xiwei from their respective shareholders for nominal price and they became indirectly wholly-owned subsidiaries of Manyun Software in November 2021. In addition, we acquired Beijing Manxin and Shanghai Xiwei from Manyun Software and they became indirectly wholly-owned subsidiaries of Jiangsu Manyun on January 1, 2022.
Manyun Software acquired Beijing Manxin and Shanghai Xiwei from their respective shareholders for nominal price and they became indirectly wholly-owned subsidiaries of Manyun Software in November 2021. In addition, we acquired Beijing Manxin and Shanghai Xiwei from Manyun Software and they became indirectly wholly-owned subsidiaries of Jiangsu Yunmanman on January 1, 2022.
Specifically, the paid-in registered capital of a cross-province insurance brokerage company at least must be RMB50 million and that for an intra-province insurance brokerage company (the one only operates within the province in which it is registered) at least must be RMB10 million. 103 Table of Contents In July 2015, the CIRC issued the Interim Measures for the Regulation of Internet Insurance Business, or the Internet Insurance Interim Measures, pursuant to which no institutions or individuals other than insurance institutions (namely, insurance companies, insurance agency companies, insurance brokerage companies and other qualified insurance intermediaries) may engage in the internet insurance business.
Specifically, the paid-in registered capital of a cross-province insurance brokerage company at least must be RMB50 million and that for an intra-province insurance brokerage company (the one only operates within the province in which it is registered) at least must be RMB10 million. 102 Table of Contents In July 2015, the CIRC issued the Interim Measures for the Regulation of Internet Insurance Business, or the Internet Insurance Interim Measures, pursuant to which no institutions or individuals other than insurance institutions (namely, insurance companies, insurance agency companies, insurance brokerage companies and other qualified insurance intermediaries) may engage in the internet insurance business.
If Manyun Software or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Manyun, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If Manyun Software or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Yunmanman, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
Under the exclusive service agreement entered into on October 25, 2021, Manyun Software appoints Jiangsu Manyun as its exclusive services provider to provide Manyun Software with services related to Manyun Software’s business during the term of the exclusive service agreement.
Under the exclusive service agreement entered into on October 25, 2021, Manyun Software appoints Jiangsu Yunmanman as its exclusive services provider to provide Manyun Software with services related to Manyun Software’s business during the term of the exclusive service agreement.
(15) Include two insignificant subsidiaries that are wholly-owned by Chengdu Yunli. Contractual Arrangements with the Group VIEs Current PRC laws and regulations impose certain restrictions or prohibitions on foreign equity ownership of entities providing value-added telecommunications services and certain financial services. We are a company registered in the Cayman Islands. See “—B.
(16) Include two insignificant subsidiaries that are wholly-owned by Chengdu Yunli. Contractual Arrangements with the Group VIEs Current PRC laws and regulations impose certain restrictions or prohibitions on foreign equity ownership of entities providing value-added telecommunications services and certain financial services. We are a company registered in the Cayman Islands. See “—B.
We assign customized credit limit based on data-driven assessment of borrowers’ creditworthiness. As of December 31, 2022, credit limit for trucker users and shipper users on the FTA platform typically did not exceed RMB50,000 and RMB100,000, respectively. In response to regulatory developments in the credit industry, we plan to take a conservative approach with respect to these business lines.
We assign customized credit limit based on data-driven assessment of borrowers’ creditworthiness. As of December 31, 2023, credit limit for trucker users and shipper users on the FTA platform typically did not exceed RMB50,000 and RMB100,000, respectively. In response to regulatory developments in the credit industry, we plan to take a conservative approach with respect to these business lines.
A domestic company that seeks to directly or indirectly list its domestic assets in overseas markets through single or multiple acquisioins, share swaps, transfers of shares or other means and where overseas applications documents are not required, the listed company shall file with CSRC within three working days after the first public disclosure of the specifics of the transaction.
A domestic company that seeks to directly or indirectly list its domestic assets in overseas markets through single or multiple acquisitions, share swaps, transfers of shares or other means and where overseas applications documents are not required, the listed company shall file with CSRC within three working days after the first public disclosure of the specifics of the transaction.
The value-added services other than the insurance brokerage services are primarily conducted by Jiangsu Manyun, FTA Information and their respective subsidiaries. Principal Offices Our principal executive offices are located at 6 Keji Road, Huaxi District, Guiyang, Guizhou 550025, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, People’s Republic of China.
The value-added services other than the insurance brokerage services are primarily conducted by Jiangsu Yunmanman, FTA Information and their respective subsidiaries. Principal Offices Our principal executive offices are located at 6 Keji Road, Huaxi District, Guiyang, Guizhou 550025, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, People’s Republic of China.
Our main website is https://www.fulltruckalliance.com/, and the information contained on this website is not a part of this annual report. 75 Table of Contents B. Business Overview Overview The FTA platform is a leading digital freight platform in China, connecting shippers with truckers to facilitate shipments across distance ranges, cargo weights and types.
Our main website is https://www.fulltruckalliance.com/, and the information contained on this website is not a part of this annual report. 77 Table of Contents B. Business Overview Overview The FTA platform is a leading digital freight platform in China, connecting shippers with truckers to facilitate shipments across distance ranges, cargo weights and types.
Small loan companies are also required to accept public scrutiny supervision and are prohibited from carrying out illegal fund-raising in any form. 101 Table of Contents Based on the Pilot Guidance, many provincial governments in China, including that of Guizhou Province, promulgated local implementation rules on the administration of small loan companies.
Small loan companies are also required to accept public scrutiny supervision and are prohibited from carrying out illegal fund-raising in any form. 100 Table of Contents Based on the Pilot Guidance, many provincial governments in China, including that of Guizhou Province, promulgated local implementation rules on the administration of small loan companies.
On March 10, 2023, the SAMR promulgated four specific regulations according to the Anti-Monopoly Law, including the Provisions on Prohibition of Monopoly Agreements, Provisions on Prohibition of Abuse of Market Dominance, Provisions on the Review of Concentrations of Undertakings and Provisions on Curbing the Abuse of Administrative Power to Exclude or Restrict Competition (hereinafter collectivtly referred to as the Anti-Monopoly Regulations), which came into effect on April 15, 2023.
On March 10, 2023, the SAMR promulgated four specific regulations according to the Anti-Monopoly Law, including the Provisions on Prohibition of Monopoly Agreements, Provisions on Prohibition of Abuse of Market Dominance, Provisions on the Review of Concentrations of Undertakings and Provisions on Curbing the Abuse of Administrative Power to Exclude or Restrict Competition (hereinafter collectively referred to as the Anti-Monopoly Regulations), which came into effect on April 15, 2023.
Prior to March 2021, our Group VIEs were Shanghai Xiwei, Beijing Manxin, and Guiyang Huochebang. These Group VIEs and their subsidiaries held certain licenses required to operate our business in China. Jiangsu Manyun, our subsidiary, exercised control over Shanghai Xiwei and Beijing Manxin through a series of contractual arrangements with Shanghai Xiwei, Beijing Manxin and their respective shareholders.
Prior to March 2021, our Group VIEs were Shanghai Xiwei, Beijing Manxin, and Guiyang Huochebang. These Group VIEs and their subsidiaries held certain licenses required to operate our business in China. Jiangsu Yunmanman, our subsidiary, exercised control over Shanghai Xiwei and Beijing Manxin through a series of contractual arrangements with Shanghai Xiwei, Beijing Manxin and their respective shareholders.
Jiangsu Manyun gained control over Manyun Software through a series of contractual arrangements with Manyun Software and its shareholders, and FTA Information gained control over Shan’en Technology through a series of contractual arrangements with Shan’en Technology and its shareholders.
Jiangsu Yunmanman gained control over Manyun Software through a series of contractual arrangements with Manyun Software and its shareholders, and FTA Information gained control over Shan’en Technology through a series of contractual arrangements with Shan’en Technology and its shareholders.
We have evolved from a directory of freight listings to an ecosystem that enables logistics transactions from end to end with data-driven technology and a comprehensive range of value-added services. 76 Table of Contents The diagram below illustrates the major components of the FTA platform. Freight Matching Services • Freight Listing Service .
We have evolved from a directory of freight listings to an ecosystem that enables logistics transactions from end to end with data-driven technology and a comprehensive range of value-added services. 78 Table of Contents The diagram below illustrates the major components of the FTA platform. Freight Matching Services • Freight Listing Service .
Prior to March 2021, our Group VIEs were Shanghai Xiwei, Beijing Manxin, and Guiyang Huochebang. These Group VIEs and their subsidiaries held certain licenses required to operate our business in China. Jiangsu Manyun, our subsidiary, exercised control over Shanghai Xiwei and Beijing Manxin through a series of contractual arrangements with Shanghai Xiwei, Beijing Manxin and their respective shareholders.
Prior to March 2021, our Group VIEs were Shanghai Xiwei, Beijing Manxin, and Guiyang Huochebang. These Group VIEs and their subsidiaries held certain licenses required to operate our business in China. Jiangsu Yunmanman, our subsidiary, exercised control over Shanghai Xiwei and Beijing Manxin through a series of contractual arrangements with Shanghai Xiwei, Beijing Manxin and their respective shareholders.
Jiangsu Manyun gained control over Manyun Software through a series of contractual arrangements with Manyun Software and its shareholders, and FTA Information gained control over Shan’en Technology through a series of contractual arrangements with Shan’en Technology and its shareholders.
Jiangsu Yunmanman gained control over Manyun Software through a series of contractual arrangements with Manyun Software and its shareholders, and FTA Information gained control over Shan’en Technology through a series of contractual arrangements with Shan’en Technology and its shareholders.
In consideration of the services provided by Jiangsu Manyun, Shanghai Xiwei shall pay Jiangsu Manyun annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Shanghai Xiwei’s profit before taxation for the previous year.
In consideration of the services provided by Jiangsu Yunmanman, Shanghai Xiwei shall pay Jiangsu Yunmanman annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Shanghai Xiwei’s profit before taxation for the previous year.
In consideration of the services provided by Jiangsu Manyun, Beijing Manxin shall pay Jiangsu Manyun annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Beijing Manxin’s profit before taxation for the previous year.
In consideration of the services provided by Jiangsu Yunmanman, Beijing Manxin shall pay Jiangsu Yunmanman annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Beijing Manxin’s profit before taxation for the previous year.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (13) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (14) Include 15 insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (14) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (15) Include nine insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
The purchase price for the equity interests in Shanghai Xiwei shall equal to the minimum price permitted by PRC law. This agreement will remain effective until all equity interests of Shanghai Xiwei held by its shareholders have been transferred or assigned to Jiangsu Manyun or its designated entities or persons.
The purchase price for the equity interests in Shanghai Xiwei shall equal to the minimum price permitted by PRC law. This agreement will remain effective until all equity interests of Shanghai Xiwei held by its shareholders have been transferred or assigned to Jiangsu Yunmanman or its designated entities or persons.
The Group provides dedicated customer service and protocols for dispute resolution in a timely manner. 78 Table of Contents • 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.
The Group provides dedicated customer service and protocols for dispute resolution in a timely manner. 80 Table of Contents • 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.
The PRC Data Security Law was promulgated on July 10, 2021 and took effect on September 1, 2021. The Data Security Law sets forth specific provisions regarding establishing basic systems for data security management, including hierarchical data classification management system, risk assessment system, monitoring and early warning system, and emergency disposal system.
The PRC Data Security Law was promulgated on June 10, 2021 and took effect on September 1, 2021. The Data Security Law sets forth specific provisions regarding establishing basic systems for data security management, including hierarchical data classification management system, risk assessment system, monitoring and early warning system, and emergency disposal system.
Each of the shareholders of Shanghai Xiwei agrees that, during the term of the equity interest pledge agreement, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Manyun.
Each of the shareholders of Shanghai Xiwei agrees that, during the term of the equity interest pledge agreement, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Yunmanman.
Each of the shareholders of Beijing Manxin agrees that, during the term of the equity interest pledge agreements, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Manyun.
Each of the shareholders of Beijing Manxin agrees that, during the term of the equity interest pledge agreements, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Yunmanman.
Diagrams illustrating these three major types of trucks by length are set forth below. 87 Table of Contents The table below summarizes ranges of truck length available in each major truck type described above and the typical corresponding route and maximum cargo weight.
Diagrams illustrating these three major types of trucks by length are set forth below. 86 Table of Contents The table below summarizes ranges of truck length available in each major truck type described above and the typical corresponding route and maximum cargo weight.
In June 2021, we listed our ADSs on the NYSE under the symbol “YMM.” 74 Table of Contents Due to PRC laws and regulations that impose certain restrictions or prohibitions on foreign equity ownership of entities providing value-added telecommunications services and certain financial services, we conduct a substantial part of our operations in China through contractual arrangements with the Group VIEs.
In June 2021, we listed our ADSs on the NYSE under the symbol “YMM.” Due to PRC laws and regulations that impose certain restrictions or prohibitions on foreign equity ownership of entities providing value-added telecommunications services and certain financial services, we conduct a substantial part of our operations in China through contractual arrangements with the Group VIEs.
The consolidated affiliates also assume liability for cargo damages up to a specific amount per shipment, and obtain cargo insurance under certain circumstances to mitigate their risk. 77 Table of Contents • Online Transaction Service .
The consolidated affiliates also assume liability for cargo damages up to a specific amount per shipment, and obtain cargo insurance under certain circumstances to mitigate their risk. 79 Table of Contents • Online Transaction Service .
Agreement that Allows Us to Receive Economic Benefits from Beijing Manxin and its Subsidiaries Exclusive Service Agreement . Under the exclusive service agreement, Beijing Manxin appoints Jiangsu Manyun as its exclusive services provider to provide Beijing Manxin with services related to Beijing Manxin’s business during the term of the exclusive service agreement.
Agreement that Allows Us to Receive Economic Benefits from Beijing Manxin and its Subsidiaries Exclusive Service Agreement . Under the exclusive service agreement, Beijing Manxin appoints Jiangsu Yunmanman as its exclusive services provider to provide Beijing Manxin with services related to Beijing Manxin’s business during the term of the exclusive service agreement.
In addition, when a trucker searches for a particular type of cargo, the connections (such as the relationships between the trucker and his past shipments or routes) shown by the knowledge graph enable the Group’s AI algorithms to provide better matching results. 90 Table of Contents IoT The Group’s innovative applications of IoT technology deliver better user experience to shippers and truckers.
In addition, when a trucker searches for a particular type of cargo, the connections (such as the relationships between the trucker and his past shipments or routes) shown by the knowledge graph enable the Group’s AI algorithms to provide better matching results. IoT The Group’s innovative applications of IoT technology deliver better user experience to shippers and truckers.
The Group endeavors to provide one-stop solutions that address demands for road transportation services, and we plan to further expand and refine the Group’s service offerings, thereby connecting with more ecosystem participants and enhancing the network effects of the FTA platform. 86 Table of Contents Shippers The Group has an extensive shipper base across China.
The Group endeavors to provide one-stop solutions that address demands for road transportation services, and we plan to further expand and refine the Group’s service offerings, thereby connecting with more ecosystem participants and enhancing the network effects of the FTA platform. Shippers The Group has an extensive shipper base across China.
If Shanghai Xiwei or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Manyun, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If Shanghai Xiwei or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Yunmanman, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If Beijing Manxin or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Manyun, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
If Beijing Manxin or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Yunmanman, as pledgee, will be entitled to certain rights regarding the pledged equity interests.
To maintain high standards of corporate governance, the Group currently has two independent directors. 91 Table of Contents The Group believes its core values are aligned with the United Nations Sustainable Development Goals, particularly those related to industry, innovation and infrastructure, climate action, decent work and economic growth, and sustainable cities and communities.
To maintain high standards of corporate governance, the Group currently has two independent directors. The Group believes its core values are aligned with the United Nations Sustainable Development Goals, particularly those related to industry, innovation and infrastructure, climate action, decent work and economic growth, and sustainable cities and communities.
After completion, the building is expected to provide approximately 120,000 square meters of office sapce. The Group also owns an office building with office space of approximately 10,915 square meters in Guiyang, Guizhou Province. We intend to add new facilities or expand the Group’s existing facilities as the Group scales up its business operation.
After completion, the building is expected to provide approximately 120,000 square meters of office space. The Group also owns an office building with office space of approximately 10,717 square meters in Guiyang, Guizhou Province. We intend to add new facilities or expand the Group’s existing facilities as the Group scales up its business operation.
This includes infrastructure and technology that cater to the end-to-end intra-city and LTL logistics value chains. The Group serves a market that used to operate based on a massive amount of non-digitalized and non-standardized information, spanning a wide range of categories with varying degrees of accuracy and completeness.
This includes infrastructure and technology that cater to the end-to-end intra-city and LTL logistics value chains. 87 Table of Contents The Group serves a market that used to operate based on a massive amount of non-digitalized and non-standardized information, spanning a wide range of categories with varying degrees of accuracy and completeness.
Full Truck Alliance Co. Ltd., et al., Case No. 1:21-cv-03903 (E.D.N.Y.) On July 12, 2021, FTA, certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Eastern District of New York. On September 13, 2022, an amended class action complaint was filed.
Ltd., et al., Case No. 1:21-cv-03903 (E.D.N.Y.) On July 12, 2021, FTA, certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Eastern District of New York. On September 13, 2022, an amended class action complaint was filed.
In addition, the Group provides software for managing traffic ticket records for truckers through its mobile apps. ETC Services We provide various services related to ETC through one of our PRC subsidiaries. The industry has shifted from ETC debit card to ETC credit card in response to regulatory change.
In addition, the Group provides software for managing traffic ticket records for truckers through its mobile apps. 84 Table of Contents ETC Services We provide various services related to ETC through one of our PRC subsidiaries. The industry has shifted from ETC debit card to ETC credit card in response to regulatory change.
In the event of such breaches, Jiangsu Manyun to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest.
In the event of such breaches, Jiangsu Yunmanman to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest.
In the event of such breaches, Jiangsu Manyun to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest.
In the event of such breaches, Jiangsu Yunmanman to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest.
In the event of such breaches, Jiangsu Manyun to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest.
In the event of such breaches, Jiangsu Yunmanman to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest.
Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicants become domain name holders upon successful registration. Regulations Related to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations of the PRC, most recently amended in August 2008.
Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicants become domain name holders upon successful registration. 109 Table of Contents Regulations Related to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations of the PRC, most recently amended in August 2008.
The FTA platform offers truckers compelling value propositions, including access to reliable shippers, cost savings and enhanced income. 88 Table of Contents Other Ecosystem Participants The Group’s ecosystem also creates significant value for other ecosystem participants, such as financial institutions, insurance companies, gas station operators, highway authorities, automakers and dealers, by helping them better serve industry participants in the road transportation market.
The FTA platform offers truckers compelling value propositions, including access to reliable shippers, cost savings and enhanced income. Other Ecosystem Participants The Group’s ecosystem also creates significant value for other ecosystem participants, such as financial institutions, insurance companies, gas station operators, highway authorities, automakers and dealers, by helping them better serve industry participants in the road transportation market.
Pursuant to the exclusive option agreement, Shanghai Xiwei and each of Shanghai Xiwei’s shareholders have irrevocably granted Jiangsu Manyun an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Shanghai Xiwei then held by its shareholders at once or at multiple times at any time in part or in whole at Jiangsu Manyun’s sole and absolute discretion to the extent permitted by PRC law.
Pursuant to the exclusive option agreement, Shanghai Xiwei and each of Shanghai Xiwei’s shareholders have irrevocably granted Jiangsu Yunmanman an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Shanghai Xiwei then held by its shareholders at once or at multiple times at any time in part or in whole at Jiangsu Yunmanman’s sole and absolute discretion to the extent permitted by PRC law.
Pursuant to the exclusive option agreement, Beijing Manxin and each of Beijing Manxin’s shareholders have irrevocably granted Jiangsu Manyun an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Beijing Manxin then held by its shareholders at once or at multiple times at any time in part or in whole at Jiangsu Manyun’s sole and absolute discretion to the extent permitted by PRC law.
Pursuant to the exclusive option agreement, Beijing Manxin and each of Beijing Manxin’s shareholders have irrevocably granted Jiangsu Yunmanman an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Beijing Manxin then held by its shareholders at once or at multiple times at any time in part or in whole at Jiangsu Yunmanman’s sole and absolute discretion to the extent permitted by PRC law.
In addition, overseas public enterprises shall submit a report to CSRC within three working days after the occurrence and public disclosure of following material events, including (1) change of control; (2) investigations or sanctions imposed by overseas securities regularoty agencies or other relevant competent authorities; (3) change of listing status or transfer of listing segment; (4) voluntary or mandatory delising.
In addition, overseas public enterprises shall submit a report to CSRC within three working days after the occurrence and public disclosure of following material events, including (1) change of control; (2) investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities; (3) change of listing status or transfer of listing segment; (4) voluntary or mandatory delisting.
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Shanghai Xiwei held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements. Power of Attorney .
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Shanghai Xiwei held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements. 120 Table of Contents Power of Attorney .
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Beijing Manxin held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements. 122 Table of Contents Power of Attorney .
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Beijing Manxin held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements. Power of Attorney .
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Guizhou FTA held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements. 123 Table of Contents Power of Attorney .
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Guizhou FTA held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements. Power of Attorney .
However, in December 2020, the CIRC promulgated the Measures on the Regulations of Internet Insurance Business, which took effective and replaced the Internet Insurance Interim Measures since February 1, 2021.
However, in December 2020, the CIRC promulgated the Measures on the Regulations of Internet Insurance Business, which took effect and replaced the Internet Insurance Interim Measures since February 1, 2021.
Such annual service fees can be adjusted based on Jiangsu Manyun’s services and Manyun Software’s operations to the extent agreed by Jiangsu Manyun in writing. The exclusive service agreement remains effective from October 25, 2021 unless terminated in writing by Jiangsu Manyun.
Such annual service fees can be adjusted based on Jiangsu Yunmanman’s services and Manyun Software’s operations to the extent agreed by Jiangsu Yunmanman in writing. The exclusive service agreement remains effective from October 25, 2021 unless terminated in writing by Jiangsu Yunmanman.
Pursuant to the Anti-Monopoly Law and such provisions, when a concentration of undertakings occurs and reaches any of the following thresholds, the undertakings concerned shall file a prior notification with the anti-monopoly agency (i.e., the SAMR), (i) the total global turnover of all operators participating in the transaction exceeded RMB10 billion in the preceding fiscal year and at least two of these operators each had a turnover of more than RMB400 million within China in the preceding fiscal year, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB2 billion in the preceding fiscal year, and at least two of these operators each had a turnover of more than RMB400 million within China in the preceding fiscal year) are triggered, and no concentration shall be implemented until the anti-monopoly agency clears the anti-monopoly filing.
Pursuant to the Anti-Monopoly Law and such provisions, when a concentration of undertakings occurs and reaches any of the following thresholds, the undertakings concerned shall file a prior notification with the anti-monopoly agency (i.e., the SAMR), (i) the total global turnover of all operators participating in the transaction exceeded RMB12 billion in the preceding fiscal year and at least two of these operators each had a turnover of more than RMB800 million within China in the preceding fiscal year, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB4 billion in the preceding fiscal year, and at least two of these operators each had a turnover of more than RMB800 million within China in the preceding fiscal year are triggered, and no concentration shall be implemented until the anti-monopoly agency clears the anti-monopoly filing.
Business Overview — Regulatory Matters—Regulations Related to Foreign Investment.” Jiangsu Manyun, FTA Information and Yixing Manxian are considered as foreign-invested enterprises.
Business Overview — Regulatory Matters—Regulations Related to Foreign Investment.” Jiangsu Yunmanman, FTA Information and Yixing Manxian are considered as foreign-invested enterprises.
Such agreement contains terms substantially similar to the equity interest pledge agreement described above. 118 Table of Contents The equity interest pledges by the shareholders of Manyun Software, Shan’en Technology and Manyun Cold Chain pursuant to the respective equity interest pledge agreements have been registered with the relevant local counterpart of the State Administration for Market Regulation, or the SAMR.
Such agreement contains terms substantially similar to the equity interest pledge agreement described above. The equity interest pledges by the shareholders of Manyun Software, Shan’en Technology and Manyun Cold Chain pursuant to the respective equity interest pledge agreements have been registered with the relevant local counterpart of the State Administration for Market Regulation, or the SAMR. Loan Agreements.
The Group’s data analytical system can efficiently handle such complex computing tasks. 89 Table of Contents AI Algorithms The Group uses AI algorithms to intelligently and accurately match truckers with shippers, as well as to accurately price shipments. The Group’s AI technology enables it to deliver superior experience and innovative features to platform users. • Matching Algorithms .
The Group’s data analytical system can efficiently handle such complex computing tasks. AI Algorithms The Group uses AI algorithms to intelligently and accurately match truckers with shippers, as well as to accurately price shipments. The Group’s AI technology enables it to deliver superior experience and innovative features to platform users. • Matching Algorithms .
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.
Equipped with a steel compartment, a dry van truck offers aerodynamic and weather protection and is typically used to carry high value consumer products. 85 Table of Contents • 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.
The Group leases approximately 39,197 square meters of office space in Nanjing, Jiangsu Province, primarily for corporate administration and research and development. In addition, the Group leases office spaces in Beijing, Shanghai, Chengdu and other cities to house its personnel engaged in platform operations, regional corporate administration and technology support.
The Group leases approximately 40,928 square meters of office space in Nanjing, Jiangsu Province, primarily for corporate administration and research and development. In addition, the Group leases office spaces in Beijing, Shanghai, Chengdu and other cities to house its personnel engaged in platform operations, regional corporate administration and technology support.
Regulations Related to Foreign Investment The establishment, operation and management of companies in PRC are governed by the Company Law of PRC, or the Company Law, which was promulgated by the SCNPC on December 29, 1993, came into effect on July 1, 1994 and was most recently revised on October 26, 2018.
Regulations Related to Foreign Investment The establishment, operation and management of companies in PRC are governed by the Company Law of PRC, or the Company Law, which was promulgated by the SCNPC on December 29, 1993, came into effect on July 1, 1994 and was most recently revised on December 29, 2023.
Such agreement contains terms substantially similar to the exclusive service agreement described above. The exclusive service agreement remains effective from May 24, 2022 unless terminated in writing by Yixing Manxian. Agreements that Provide Us with the Options to Purchase the Equity Interests in the Group VIEs Exclusive Option Agreements.
Such agreement contains terms substantially similar to the exclusive service agreement described above. The exclusive service agreement remains effective from May 24, 2022 unless terminated in writing by Yixing Manxian. 119 Table of Contents Agreements that Provide Us with the Options to Purchase the Equity Interests in the Group VIEs Exclusive Option Agreements.
The Group has land use right for a parcel of land of approximately 21,817 square meters in Nanjing, Jiangsu Province, where the Group plans to construct an office building for its headquarter in Nanjing. The estimated amount of expenditure in constructing the office building is RMB0.8 billion (US$0.1 billion).
The Group has land use right for a parcel of land of approximately 21,817 square meters in Nanjing, Jiangsu Province, where the Group is currently constructing an office building for its headquarter in Nanjing. The estimated amount of expenditure in constructing the office building is RMB0.8 billion (US$0.1 billion).
Peter Hui Zhang, an individual shareholder of Manyun Cold Chain, entered into a spousal consent letter, which contains terms substantially similar to the spousal consent letter described above. Power of Attorney.
Peter Hui Zhang, an individual shareholder of Manyun Cold Chain, entered into a spousal consent letter, which contains terms substantially similar to the spousal consent letter described above. 118 Table of Contents Power of Attorney.
Such annual service fees can be adjusted based on Jiangsu Manyun’s services and Shanghai Xiwei’s operations to the extent agreed by Jiangsu Manyun in writing. The exclusive service agreement remains effective from September 10, 2014 unless terminated in writing by Jiangsu Manyun.
Such annual service fees can be adjusted based on Jiangsu Yunmanman’s services and Shanghai Xiwei’s operations to the extent agreed by Jiangsu Yunmanman in writing. The exclusive service agreement remains effective from September 10, 2014 unless terminated in writing by Jiangsu Yunmanman.
Such annual service fees can be adjusted based on Jiangsu Manyun’s services and Beijing Manxin’s operations to the extent agreed by Jiangsu Manyun in writing. The exclusive service agreement remains effective from March 22, 2021 unless terminated in writing by Jiangsu Manyun.
Such annual service fees can be adjusted based on Jiangsu Yunmanman’s services and Beijing Manxin’s operations to the extent agreed by Jiangsu Yunmanman in writing. The exclusive service agreement remains effective from March 22, 2021 unless terminated in writing by Jiangsu Yunmanman.
From time to time, the Group allows paying members to post additional shipping orders for free as part of its promotional efforts. As of December 31, 2022, the FTA platform had 730 thousand shipper users with active paying memberships.
From time to time, the Group allows paying members to post additional shipping orders for free as part of its promotional efforts. As of December 31, 2023, the FTA platform had 790 thousand shipper users with active paying memberships.
Regulations Related to Road Transportations The Regulations on Road Transportation of PRC, promulgated by the State Council on April 30, 2004 and most recently amended on March 29, 2022, and the Provisions on Administration of Road Transportation and Stations (Sites) issued by the MOT on June 16, 2005 and last amended on September 26, 2022, requires that any individuals or institutions that applies for operation of freight transportation shall have: (i) qualified vehicles for operations; (ii) competent drivers under 60 with relevant driving licenses and (except for drivers who use general freight vehicles with a total mass of 4.5 tons or less) requisite knowledge, and (iii) sound and proper administrative systems for safe operation.
Regulations Related to Road Transportations The Regulations on Road Transportation of PRC, promulgated by the State Council on April 30, 2004 and most recently amended on July 20, 2023, and the Provisions on Administration of Road Transportation and Stations (Sites) issued by the MOT on June 16, 2005 and last amended on November 10, 2023, requires that any individuals or institutions that applies for operation of freight transportation shall have: (i) qualified vehicles for operations; (ii) competent drivers under 60 with relevant driving licenses and (except for drivers who use general freight vehicles with a total mass of 4.5 tons or less) requisite knowledge, and (iii) sound and proper administrative systems for safe operation.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor the Years Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues (including value-added taxes, “VAT”, of RMB1,434,015, RMB2,620,355 and RMB3,550,878 for the years ended December 31, 2020, 2021 and 2022 respectively) 2,580,820 100.0 4,657,019 100.0 6,733,644 976,287 100.0 Cost of revenues (including VAT net of refund of VAT in the form of government grants, of RMB893,909, RMB 1,950,935 and RMB2,539,297 million for the years ended December 31, 2020, 2021 and 2022, respectively) (1,316,017 ) (51.0 ) (2,539,998 ) (54.5 ) (3,514,551 ) (509,562 ) (52.2 ) Sales and marketing expenses (454,343 ) (17.6 ) (837,301 ) (18.0 ) (902,269 ) (130,817 ) (13.4 ) General and administrative expenses (3,938,565 ) (152.6 ) (4,271,152 ) (91.7 ) (1,417,933 ) (205,581 ) (21.1 ) Research and development expenses (413,369 ) (16.0 ) (729,668 ) (15.7 ) (914,151 ) (132,539 ) (13.6 ) Provision for loans receivables (94,160 ) (3.6 ) (97,658 ) (2.1 ) (194,272 ) (28,167 ) (2.9 ) Total operating expenses (6,216,454 ) (240.9 ) (8,475,777 ) (182.0 ) (6,943,176 ) (1,006,666 ) (103.1 ) Other operating income 21,031 0.8 22,815 0.5 47,530 6,891 0.7 Loss from operations (3,614,603 ) (140.1 ) (3,795,943 ) (81.5 ) (162,002 ) (23,488 ) (2.4 ) Other income (expense): Interest income 209,832 8.1 234,651 5.0 483,658 70,124 7.2 Interest expenses (8,367 ) (0.3 ) (40 ) (0.0 ) (175 ) (25 ) (0.0 ) Foreign exchange (loss) gain (21,276 ) (0.8 ) (15,468 ) (0.3 ) 15,048 2,182 0.2 Investment income 3,321 0.1 28,317 0.6 5,411 785 0.1 Unrealized gains (losses) from fair value changes of short term investments and derivative assets 18,140 0.7 23,967 0.5 (63,390 ) (9,191 ) (0.9 ) Other (expenses) income, net (5,559 ) (0.2 ) 7,067 0.2 230,631 33,438 3.4 Impairment loss (22,030 ) (0.9 ) (111,567 ) (2.4 ) — — — Share of loss in equity method investees (11,054 ) (0.4 ) (11,321 ) (0.2 ) (1,246 ) (181 ) (0.0 ) Total other income 163,007 6.3 155,606 3.3 669,937 97,132 9.9 Net (loss) income before income tax (3,451,596 ) (133.7 ) (3,640,337 ) (78.2 ) 507,935 73,644 7.5 Income tax expense (19,336 ) (0.7 ) (14,191 ) (0.3 ) (96,035 ) (13,924 ) (1.4 ) Net (loss) income from continuing operations (3,470,932 ) (134.5 ) (3,654,528 ) (78.5 ) 411,900 59,720 6.1 Net income from discontinued operations, net of tax 452 0.0 — — — — — Net (loss) income (3,470,480 ) (134.5 ) (3,654,528 ) (78.5 ) 411,900 59,720 6.1 Year Ended December 31, 2022 Compared To Year Ended December 31, 2021 Revenues The Group recorded revenues of RMB4,657.0 million and RMB6,733.6 million (US$976.3 million) in 2021 and 2022, respectively.
Biggest changeFor the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues (including value-added taxes, “VAT”, of RMB2,620.4 million, RMB3,550.9 million and RMB 4,172.7 million for the years ended December 31, 2021, 2022 and 2023, respectively) 4,657,019 100.0 6,733,644 100.0 8,436,159 1,188,210 100.0 Cost of revenues (including VAT net of government grants, of RMB1,950.9 million, RMB 2,539.3 million and RMB3,121.0 million for the years ended December 31, 2021, 2022 and 2023, respectively) (2,539,998 ) (54.5 ) (3,514,551 ) (52.2 ) (4,119,016 ) (580,151 ) (48.8 ) Sales and marketing expenses (837,301 ) (18.0 ) (902,269 ) (13.4 ) (1,239,191 ) (174,536 ) (14.7 ) General and administrative expenses (4,271,152 ) (91.7 ) (1,417,933 ) (21.1 ) (937,677 ) (132,069 ) (11.1 ) Research and development expenses (729,668 ) (15.7 ) (914,151 ) (13.6 ) (946,635 ) (133,331 ) (11.2 ) Provision for loans receivables (97,658 ) (2.1 ) (194,272 ) (2.9 ) (234,599 ) (33,043 ) (2.8 ) Total operating expenses (8,475,777 ) (182.0 ) (6,943,176 ) (103.1 ) (7,477,118 ) (1,053,130 ) (88.6 ) Other operating income 22,815 0.5 47,530 0.7 38,388 5,407 0.5 (Loss)/income from operations (3,795,943 ) (81.5 ) (162,002 ) (2.4 ) 997,429 140,487 11.9 Other income (expense): Interest income 234,651 5.0 483,658 7.2 1,141,861 160,828 13.5 Interest expenses (40 ) (0.0 ) (175 ) (0.0 ) — — — Foreign exchange (loss) gain (15,468 ) (0.3 ) 15,048 0.2 (2,149 ) (303 ) (0.0 ) Investment income 28,317 0.6 5,411 0.1 55,621 7,834 0.7 Unrealized gains (losses) from fair value changes of investments and derivative assets 23,967 0.5 (63,390 ) (0.9 ) 12,938 1,822 0.2 Other income, net 7,067 0.2 230,631 3.4 130,264 18,347 1.5 Impairment loss (111,567 ) (2.4 ) — — — — Share of loss in equity method investees (11,321 ) (0.2 ) (1,246 ) (0.0 ) (2,067 ) (291 ) (0.0 ) Total other income 155,606 3.3 669,937 9.9 1,336,468 188,237 15.9 Net (loss) income before income tax (3,640,337 ) (78.2 ) 507,935 7.5 2,333,897 328,724 27.8 Income tax expense (14,191 ) (0.3 ) (96,035 ) (1.4 ) (106,804 ) (15,043 ) (1.3 ) Net (loss) income (3,654,528 ) (78.5 ) 411,900 6.1 2,227,093 313,681 26.5 Year Ended December 31, 2023 Compared To Year Ended December 31, 2022 Revenues The Group recorded revenues of RMB6,733.6 million and RMB8,436.2 million (US$1,188.2 million) in 2022 and 2023, respectively.
Non-GAAP adjusted operating income and non-GAAP adjusted net income should not be considered in isolation or construed as an alternative to operating loss and net (loss)/income or any other measure of performance or as an indicator of the Group’s operating performance.
Non-GAAP adjusted operating income and non-GAAP adjusted net income should not be considered in isolation or construed as an alternative to operating (loss)/income and net (loss)/income or any other measure of performance or as an indicator of the Group’s operating performance.
For additional information, please see “—Our Monetization Model.” Value-Added Services We offer credit solutions to shippers and truckers and other value-added services to insurance companies, highway authorities, gas station operators, automakers and dealers to help them meet various essential needs of shippers and truckers. Such services were primarily provided through the consolidated affiliates in 2020 and 2021.
For additional information, please see “—Our Monetization Model.” Value-Added Services We offer credit solutions to shippers and truckers and other value-added services to insurance companies, highway authorities, gas station operators, automakers and dealers to help them meet various essential needs of shippers and truckers. Such services were primarily provided through the consolidated affiliates in 2021.
The customer service center employees serve shippers and truckers involved in various services offered by the Group. Our strategy is to continue to grow the GTV of the FTA platform, with a focus on expansion and increase of the number of shippers and truckers on the FTA platform and the volume of transaction activities facilitated through the FTA platform.
The customer service center employees serve shippers and truckers involved in various services offered by the Group. Our strategy is to continue to grow the FTA platform, with a focus on expansion and increase of the number of shippers and truckers on the FTA platform and the volume of transaction activities facilitated through the FTA platform.
B. Liquidity and Capital Resources The Group’s primary sources of liquidity have been through issuance of preferred shares (prior to our initial public offering), issuance of ordinary shares and bank borrowings, which have historically been sufficient to meet the Group’s working capital and capital expenditure requirements.
Liquidity and Capital Resources The Group’s primary sources of liquidity have been through issuance of preferred shares (prior to our initial public offering), issuance of ordinary shares and bank borrowings, which have historically been sufficient to meet the Group’s working capital and capital expenditure requirements.
The assumptions we used in the valuation model were based on future expectations combined with management judgment, with inputs of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors: • 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.
The assumptions we used in the valuation model were based on future expectations combined with management judgment, with inputs of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors: • our operating and financial performance; 146 Table of Contents • 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.
The gross amount of VAT related to freight brokerage services that the consolidated affiliates were obliged to pay exceeded the Group’s net revenues from such services in the years ended December 31, 2020, 2021 and 2022. Nevertheless, the consolidated affiliates received grants from local government authorities as an incentive for developing the local economy and business.
The gross amount of VAT related to freight brokerage services that the consolidated affiliates were obliged to pay exceeded the Group’s net revenues from such services in the years ended December 31, 2021, 2022 and 2023. Nevertheless, the consolidated affiliates received grants from local government authorities as an incentive for developing the local economy and business.
For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage.” Building on the technology and operational know-how developed from the freight listing and brokerage services, the Group subsequently launched online transaction service through the consolidated affiliates to further digitalize shipping transactions and enable shippers and truckers to transact through the FTA platform.
For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage.” Building on the technology and operational know-how developed from the freight listing and brokerage services, the Group subsequently launched online transaction service to further digitalize shipping transactions and enable shippers and truckers to transact through the FTA platform.
The Group’s non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies. 139 Table of Contents The following table reconciles the Group’s unaudited non-GAAP adjusted operating income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is loss from operations.
The Group’s non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies. 138 Table of Contents The following table reconciles the Group’s unaudited non-GAAP adjusted operating income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is (loss)/income from operations.
Major Shareholders and Related Party Transactions — Related Party Transactions.” The Group’s transactions with related parties during 2020, 2021 and 2022 were conducted on an arm’s length basis, and they did not distort the Group’s results of operations or make the Group’s historical results not reflective of its future performance. Holding Company Structure Full Truck Alliance Co.
Major Shareholders and Related Party Transactions — Related Party Transactions.” The Group’s transactions with related parties during 2021, 2022 and 2023 were conducted on an arm’s length basis, and they did not distort the Group’s results of operations or make the Group’s historical results not reflective of its future performance. Holding Company Structure Full Truck Alliance Co.
We believe there are significant opportunities to introduce the new revenue model to more cities and raise commission rate, although our ability to continue to capture such opportunities remains untested. Our efforts to monetize the online transaction service will significantly affect the Group’s results of operations.
We believe there are significant opportunities to introduce this revenue model to more cities and raise commission rate, although our ability to continue to capture such opportunities remains untested. Our efforts to monetize the online transaction service will significantly affect the Group’s results of operations.
(3) The number of fulfilled orders and GTV declined significantly in the first quarter of 2022 from the fourth quarter of 2021, primarily due to (i) the Chinese New Year holiday season, (ii) COVID-19 outbreaks and quarantine measures in certain parts of China in the first quarter of 2022, as well as (iii) the suspension of new user registration between July 2021 and June 2022 due to the cybersecurity review.
(2) The number of fulfilled orders declined significantly in the first quarter of 2022 from the fourth quarter of 2021, primarily due to (i) the Chinese New Year holiday season, (ii) COVID-19 outbreaks and quarantine measures in certain parts of China in the first quarter of 2022, as well as (iii) the suspension of new user registration between July 2021 and June 2022 due to the cybersecurity review.
The table below sets forth average shipper MAUs, fulfilled orders and GTV for the periods indicated.
The table below sets forth average shipper MAUs and fulfilled orders for the periods indicated.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. 124 Table of Contents A.
Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report. A.
We aim to create the broadest and deepest logistics network across distance ranges, cargo weights and types and vehicle types to maximize our network effects and provide a better user experience. The Group grew rapidly in recent years in terms of number of users and transaction volume on the FTA platform.
We aim to create the broadest and deepest logistics network across distance ranges, cargo weights and types and vehicle types to maximize our network effects and provide a better user experience. 124 Table of Contents The Group grew rapidly in recent years in terms of number of users and transaction volume on the FTA platform.
Full Truck Alliance Co. Ltd., et al., Case No. 1:21-cv-03903 (E.D.N.Y.) On July 12, 2021, FTA, certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Eastern District of New York. On September 13, 2022, an amended class action complaint was filed.
Ltd., et al., Case No. 1:21-cv-03903 (E.D.N.Y.) On July 12, 2021, FTA, certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Eastern District of New York. On September 13, 2022, an amended class action complaint was filed.
D. Trend Information Please refer to “—A. Operating Results” for a discussion of the most recent trends in the Group’s services, sales and marketing by the end of 2022.
D. Trend Information Please refer to “—A. Operating Results” for a discussion of the most recent trends in the Group’s services, sales and marketing by the end of 2023.
Year Ended December 31, 2021 Compared To Year Ended December 31, 2020 For a discussion of the Group’s results of operations for the year ended December 31, 2021 compared with the year ended December 31, 2020, see “Item 5. Operating and Financial Review and Prospects — A.
Year Ended December 31, 2022 Compared To Year Ended December 31, 2021 For a discussion of the Group’s results of operations for the year ended December 31, 2022 compared with the year ended December 31, 2021, see “Item 5. Operating and Financial Review and Prospects — A.
The amount was partially offset by changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) an increase in accrued expenses and other current liabilities of RMB158.2 million (US$22.9 million) primarily relating to an increase in refundable prepayments from shippers and truckers for future shipping arrangements using the Group’s freight brokerage service and value-added services and an increase in accrued salary payables, (ii) an increase in other tax payable of RMB82.8 million (US$12.0 million) and (iii) an increase in prepaid for freight listing fees and other service fees of RMB78.8 million (US$11.4 million) primarily attributable to an increase in total paying members.
The amount was partially offset by changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) an increase in accrued expenses and other current liabilities of RMB158.2 million primarily relating to an increase in refundable prepayments from shippers and truckers for future shipping arrangements using the Group’s freight brokerage service and value-added services and an increase in accrued salary payables, (ii) an increase in other tax payable of RMB82.8 million and (iii) an increase in prepaid for freight listing fees and other service fees of RMB78.8 million primarily attributable to an increase in total paying members.
As such, we are not subject to tax on either income or capital gain. In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by our subsidiaries to us. Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profits tax.
As such, we are not subject to tax on income or capital gain. In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by our subsidiaries to us. 132 Table of Contents Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profits tax.
The “tap and go” feature allows a shipper to post shipping orders with a fixed price, which replaces price negotiation between shippers and truckers. 127 Table of Contents We also plan to broaden the Group’s service offerings to deliver one-stop platform experience to users.
The “tap and go” feature allows a shipper to post shipping orders with a fixed price, which replaces price negotiation between shippers and truckers. We also plan to broaden the Group’s service offerings to deliver one-stop platform experience to users.
Ltd.’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
Ltd.’s ability to pay dividends may depend upon dividends paid by our PRC subsidiaries to certain extent. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
For more details about the Group’s related party transactions during 2020, 2021 and 2022, see “Item 7.
For more details about the Group’s related party transactions during 2021, 2022 and 2023, see “Item 7.
The Group’s talented research and development team and robust cloud-based technological infrastructure enable it to continuously introduce new innovations and offer high quality user experience. As of December 31, 2022, the Group’s research and development team consisted of 1,572 members.
The Group’s talented research and development team and robust cloud-based technological infrastructure enable it to continuously introduce new innovations and offer high quality user experience. As of December 31, 2023, the Group’s research and development team consisted of 1,516 members.
In the twelve months ended December 31, 2022, the Group’s 12-month retention rate of paying shippers was approximately 83%, which is calculated by dividing the number of shippers who were both paying members in January 2022 and active shippers in December 2022 by the number of paying members in December 2022.
In the twelve months ended December 31, 2023, the Group’s 12-month retention rate of paying shippers was over 83%, which is calculated by dividing the number of shippers who were both paying members in January 2023 and active shippers in December 2023 by the number of paying members in December 2023.
The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a “resident enterprise” and consequently be subject to the PRC income tax at the rate of 25% for its global income.
The CIT Law provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income.
The Group’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such commissions. The Group subsequently started collecting commissions from truckers on selected types of shipping orders originating from certain other cities. In the fourth quarter of 2022, the Group collected commissions in a total of 201 cities.
The Group’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such commissions. The Group subsequently started collecting commissions from truckers on selected types of shipping orders originating from certain other cities.
The Group recorded non-GAAP adjusted net income of RMB281.1 million, RMB450.5 million and RMB1,395.4 million (US$202.3 million) in 2020, 2021 and 2022, respectively. Monetization Model To fulfill our mission to make logistics smarter, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers. Scalability and transaction volume are core to the Group’s platform strategy.
The Group recorded non-GAAP adjusted net income of RMB450.5 million, RMB1,395.4 million and RMB2,797.0 million (US$394.0 million) in 2021, 2022 and 2023, respectively. Monetization Model To fulfill our mission to make logistics smarter, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers. Scalability and transaction volume are core to the Group’s platform strategy.
Financing Activities Net cash used in financing activities was RMB1,330.2 million (US$192.9 million) in 2022, which was primarily attributable to (i) cash paid for repurchase of ordinary shares of RMB884.4 million (US$128.2 million) and (ii) taxes paid for employees through repurchase of ordinary shares of RMB508.0 millio (US$73.7 million), partially offset by capital received from redeemable non-controlling interests of RMB71.2 million (US$10.3 million).
Net cash used in financing activities was RMB1,330.2 million in 2022, which was primarily attributable to (i) cash paid for repurchase of ordinary shares of RMB884.4 million and (ii) taxes paid for employees through repurchase of ordinary shares of RMB508.0 million, partially offset by capital received from redeemable non-controlling interests of RMB71.2 million.
Other Value-Added Services The Group generates revenue from other value-added services by charging (i) commissions from insurance companies for facilitating the sale of insurance policies to shippers and truckers, (ii) service fees from highway authorities for promoting ETC cards to truckers and service fees from truckers for account top-up, (iii) service fees from gas station operators for generating sales leads or facilitating wholesale of fuel and (iv) service fees from automakers and dealers for sales leads generated or collected on the FTA platform.
Other Value-Added Services The Group generates revenue from other value-added services by charging (i) commissions from insurance companies for facilitating the sale of insurance policies to shippers and truckers, (ii) service fees from highway authorities for promoting ETC cards to truckers and service fees from truckers for account top-up, (iii) service fees from gas station operators for generating sales leads or facilitating wholesale of fuel and (iv) service fees derived from innovative businesses.
The Group recognized share-based compensation expense of RMB3,486.3 million, RMB3,837.9 million and RMB919.3 million (US$133.3 million) in the years ended December 31, 2020, 2021 and 2022, respectively, representing 135.1%, 82.4% and 13.7% of the Group’s revenues in those respective periods. The following table sets forth a breakdown of share-based compensation expense by function for the periods indicated.
The Group recognized share-based compensation expense of RMB3,837.9 million, RMB919.3 million and RMB441.8 million (US$62.2 million) in the years ended December 31, 2021, 2022 and 2023, respectively, representing 82.4%, 13.7% and 5.2% of the Group’s revenues in those respective periods. The following table sets forth a breakdown of share-based compensation expense by function for the periods indicated.
On November 1, 2022, a SAC was filed, which FTA and certain other defendants moved to dismiss on February 2, 2023. Plaintiffs submitted their opposition to FTA’s motion to dismiss on April 3, 2023.
On November 1, 2022, a second amended class action complaint (“SAC”) was filed, which FTA and certain other defendants moved to dismiss on February 2, 2023. Plaintiffs submitted their opposition to FTA’s motion to dismiss on April 3, 2023.
The EIT Law defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties and others of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, we do not believe that it is likely that our operations outside of the PRC will be considered a resident enterprise for PRC tax purposes.
The implementing rules of the CIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties and others, of a non-PRC company is located.” Based on a review of facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC will be considered a resident enterprise for PRC tax purposes.
Net cash provided by financing activities in 2021 was RMB8,901.5 million, which was primarily attributable to (i) proceeds from our initial public offering and the concurrent private placement in the amount of RMB11,059.0 million and (ii) proceeds from issuing additional Series A-16 preferred shares in the amount of RMB385.8 million, partially offset by cash paid for repurchase of ordinary shares and convertible redeemable preferred shares of RMB2,585.4 million.
Net cash provided by financing activities in 2021 was RMB8,901.5 million, which was primarily attributable to (i) proceeds from our initial public offering and the concurrent private placement in the amount of RMB11,059.0 million and (ii) proceeds from issuing additional Series A-16 preferred shares in the amount of RMB385.8 million, partially offset by cash paid for repurchase of ordinary shares and convertible redeemable preferred shares of RMB2,585.4 million. 142 Table of Contents Shareholder Loan On November 12, 2020, our board approved a loan in the amount of US$200 million, or the shareholder loan, to Mr.
The Group’s non-GAAP financial measures enable our management to assess the Group’s operating results without considering the impact of (i) share-based compensation expense, amortization of intangible assets resulting from business acquisitions and provision for long-term investment, which are non-cash charges, (ii) compensation expense resulting from repurchase of ordinary shares in excess of fair value and compensation cost incurred in relation to business acquisitions, which are non-recurring charges, (iii) net income from discontinued operations, net of tax, which is non-recurring.
The Group’s non-GAAP financial measures enable our management to assess the Group’s operating results without considering the impact of (i) share-based compensation expense, amortization of intangible assets resulting from business acquisitions and provision for long-term investment, which are non-cash charges and (ii) compensation expense resulting from repurchase of ordinary shares in excess of fair value, compensation cost incurred in relation to acquisitions and settlement in principle of U.S. securities class action, which are non-recurring charges.
Net cash used in operating activities was RMB211.4 million in 2021, primarily due to net loss of RMB3,654.5 million, adjusted to add back (i) depreciation and amortization of RMB67.4 million, (ii) share-based compensation of RMB3,628.6 million, (iii) modification of options of RMB209.3 million, (iv) provision for loans receivable of RMB97.7 million, primarily in relation to the Group’s on-balance sheet loans, and (v) an impairment loss and others of RMB96.1 million related to full impairment provision recognized on two of the Group’s long-term investments.
The amount was further adjusted by (i) share-based compensation of RMB919.3 million, (ii) provision for loans receivable of RMB194.3 million, (iii) depreciation and amortization of RMB88.3 million and (iv) unrealized loss from fair value changes of short term investments and derivative assets of RMB63.4 million. 141 Table of Contents Net cash used in operating activities was RMB211.4 million in 2021, primarily due to net loss of RMB3,654.5 million, adjusted to add back (i) depreciation and amortization of RMB67.4 million, (ii) share-based compensation of RMB3,628.6 million, (iii) modification of options of RMB209.3 million, (iv) provision for loans receivable of RMB97.7 million, primarily in relation to the Group’s on-balance sheet loans, and (v) an impairment loss and others of RMB96.1 million related to full impairment provision recognized on two of the Group’s long-term investments.
We define non-GAAP adjusted net income as net (loss)/income excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares from certain employees in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions, (iv) compensation cost incurred in relation to continuing service terms in business acquisitions, (v) impairment of long-term investment, (vi) tax effects of non-GAAP adjustments and (vii) net income from discontinued operations, net of tax.
We define non-GAAP adjusted net income as net (loss)/income excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions, (iv) compensation cost incurred in relation to acquisitions, (v) impairment of long-term investment, (vi) settlement in principle of U.S. securities class action and (vii) tax effects of non-GAAP adjustments.
The gross amount of VAT related to freight brokerage services included in the cost of revenues was RMB1,763.4 million, RMB3,380.9 million and RMB4,322.8 (US$626.7 million) in the years ended December 31, 2020, 2021 and 2022, respectively.
The gross amount of VAT related to freight brokerage services included in the cost of revenues was RMB3,380.9 million, RMB4,322.8 million and RMB5,006.4 million (US$705.1 million) in the years ended December 31, 2021, 2022 and 2023, respectively.
The amount of government grants was RMB938.7 million, RMB1,559.8 million and RMB1,979.6 (US$287.0 million) in the years ended December 31, 2020, 2021 and 2022, respectively, which was included in the Group’s cost of revenues to offset its VAT obligation.
The amount of government grants was RMB1,559.8 million, RMB1,979.6 million and RMB2,150.1 million (US$302.8 million) in the years ended December 31, 2021, 2022 and 2023, respectively, which was included in the Group’s cost of revenues to offset its VAT obligation.
The FTA platform had approximately 1.88 million shipper MAUs in the fourth quarter of 2022, representing a year-over-year growth of 19.7%, and 119.1 million truckers fulfilled shipping orders on the FTA platform in 2022. The CRO announced the initiation of a cybersecurity review of the Yunmanman and Huochebang apps on July 5, 2021.
The FTA platform had approximately 2.24 million shipper MAUs in the fourth quarter of 2023, representing a year-over-year growth of 18.7%, and 3.9 million truckers fulfilled shipping orders on the FTA platform in 2023. The CRO announced the initiation of a cybersecurity review of the Yunmanman and Huochebang apps on July 5, 2021.
The lease agreement of the Group’s headquarter office is subsidized and paid by a local government authority subject to certain performance targets which the Group met for the past years and believes it will continue to meet for the remaining lease period. RMB70.9 million (US$10.3 million) of the lease liabilities included above will be paid by the subsidies.
The lease agreement of the Group’s headquarter office is subsidized and paid by a local government authority subject to certain performance targets which the Group met for the past years and believes it will continue to meet for the remaining lease period.
RMB1,434.0 million, RMB2,620.4 million and RMB3,550.9 (US$514.8 million) of the Group’s revenues were attributable to VAT in the years ended December 31, 2020, 2021 and 2022, respectively, which were primarily related to VAT charged for freight brokerage services.
RMB2,620.4 million, RMB3,550.9 million and RMB4,172.7 million (US$587.7 million) of the Group’s revenues were attributable to VAT in the years ended December 31, 2021, 2022 and 2023, respectively, which were primarily related to VAT charged for freight brokerage services.
The Group’s sales and marketing expenses may increase in the near future, as the Group promotes its services in certain verticals and roll out new services. 132 Table of Contents General and Administrative Expenses The Group’s general and administrative expenses mainly consist of (i) compensation costs for executive management and administrative employees, (ii) daily operating expenses relating to administrative functions and (iii) allowance for doubtful accounts.
The Group’s sales and marketing expenses may increase in the near future, as the Group promotes its services in certain verticals and roll out new services. 131 Table of Contents General and Administrative Expenses The Group’s general and administrative expenses mainly consist of (i) compensation costs for executive management and administrative employees, (ii) daily operating expenses relating to administrative functions, (iii) allowance for doubtful accounts and (iv) provision for settlement in principle of U.S. securities class action, which is non-recurring.
We define non-GAAP adjusted operating income as loss from operations excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares from certain employees in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions and (iv) compensation cost incurred in relation to continuing service terms in business acquisitions.
We define non-GAAP adjusted operating income as (loss)/income from operations excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions, (iv) compensation cost incurred in relation to acquisitions and (v) settlement in principle of U.S. securities class action.
Cost of Revenues The Group’s cost of revenues increased by 38.4% from RMB2,540.0 million in 2021 to RMB3,514.6 million (US$509.6 million) in 2022. The increase was primarily due to an increase in VAT, related tax surcharges and other tax costs, and net of grants from government authorities.
Cost of Revenues The Group’s cost of revenues increased by 17.2% from RMB3,514.6 million in 2022 to RMB4,119.0 million (US$580.2 million) in 2023. The increase was primarily due to an increase in VAT, related tax surcharges and other tax costs, net of grants from government authorities.
Other than the above, the Group has not entered into any other commitments to guarantee the payment obligations of any third parties. The Group has not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in the Group’s consolidated financial statements.
The Group has not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in the Group’s consolidated financial statements.
Payroll and related expenses for employees increased by 35.9% from RMB99.1 million in 2021 to RMB134.6 million (US$19.5 million) in 2022, primarily attributable to increased salary and benefits expenses as a result of an increase in the customer service headcount in order to improve our customer experience.
Payroll and related expenses for employees increased by 20.3% from RMB134.6 million in 2022 to RMB161.9 million (US$22.8 million) in 2023, primarily attributable to an increase in salary and benefits expenses as a result of an increase in the customer service headcount in order to improve our customers’ experience.
The Group incurred RMB413.4 million, RMB729.7 million and RMB914.2 million (US$132.5 million) of research and development expenses in the years ended December 31, 2020, 2021 and 2022, respectively, accounting for 16.0%, 15.7% and 13.6% of the Group’s revenue during the same periods, respectively.
The Group incurred RMB729.7 million, RMB914.2 million and RMB946.6 million (US$133.3 million) of research and development expenses in the years ended December 31, 2021, 2022 and 2023, respectively, accounting for 15.7%, 13.6% and 11.2% of the Group’s revenue during the same periods, respectively.
On October 20, 2021, the two actions were consolidated and re-captioned as “ In re Full Truck Alliance Co. Ltd. Securities Litigation .” A Consolidated Amended Complaint was submitted on November 29, 2021, and FTA filed its motion to dismiss on January 31, 2022. Plaintiffs filed their opposition to FTA’s motion to dismiss on March 31, 2022.
An additional action was subsequently filed in the Supreme Court of the State of New York. On October 20, 2021, the two actions were consolidated and re-captioned as “ In re Full Truck Alliance Co. Ltd. Securities Litigation .” A Consolidated Amended Complaint was submitted on November 29, 2021, and FTA filed its motion to dismiss on January 31, 2022.
For the Years Ended December 31, 2021 2022 RMB % RMB US$ % (in thousands, except percentages) Sales and marketing expenses 837,301 18.0 902,269 130,817 13.4 Share-based compensation expense included in sales and marketing expenses 56,975 1.2 39,771 5,766 0.6 The Group’s sales and marketing expenses increased by 7.8% from RMB837.3 million in 2021 to RMB902.3 million (US$130.8 million) in 2022, and the Group’s sales and marketing expenses as a percentage of its net revenues decreased from 18.0% to 13.4% during the same period.
For the Years Ended December 31, 2022 2023 RMB % RMB US$ % (in thousands, except percentages) Sales and marketing expenses 902,269 13.4 1,239,191 174,536 14.7 Share-based compensation expense included in sales and marketing expenses 39,771 0.6 55,503 7,817 0.7 The Group’s sales and marketing expenses increased by 37.3% from RMB902.3 million in 2022 to RMB1,239.2 million (US$174.5 million) in 2023, and the Group’s sales and marketing expenses as a percentage of its net revenues increased from 13.4% to 14.7% during the same period.
As of December 31, 2022, the total outstanding balance of the on-balance sheet loans was RMB2,648.4 million (US$384.0 million). The Group guarantees off-balance sheet loans facilitated by it. As of December 31, 2022, the amount of guarantee liabilities in relation to the Group’s loan guarantee arrangements was immaterial.
As of December 31, 2023, the total outstanding balance of the on-balance sheet loans was RMB3,521.1 million (US$495.9 million). The Group guarantees off-balance sheet loans facilitated by it. As of December 31, 2023, the amount of guarantee liabilities in relation to the Group’s loan guarantee arrangements was immaterial.
The Group’s research and development expenses as a percentage of its net revenues decreased from 15.7% to 13.6% in 2021 to 2022. Provision for Loans Receivables The Group’s provision for loan receivable increased by 98.9% from RMB97.7 million in 2021 to RMB194.3 million (US$28.2 million) in 2022 due to increased loan volume.
The Group’s research and development expenses as a percentage of its net revenues decreased from 13.6% to 11.2% in 2022 to 2023. Provision for Loans Receivables The Group’s provision for loan receivable increased by 20.8% from RMB194.3 million in 2022 to RMB234.6 million (US$33.0 million) in 2023 due to increased loan volume.
The Group’s capital commitments primarily relate to commitments on construction of office building. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB45.8 million (US$6.6 million) as of December 31, 2022. All of these capital commitments will be fulfilled in the following years according to the construction progress.
Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB45.8 million and RMB328.3 million (US$46.2 million) as of December 31, 2022 and 2023, respectively. All of these capital commitments will be fulfilled in the following years according to the construction progress.
Technology service fee increased by 12.3% from RMB115.8 million in 2021 to RMB130.1 million (US$18.9 million) in 2022, primarily attributable to the increased fees related to cloud and other technology services driven by the expansion of the Group’s business.
Technology service fee increased by 19.3% from RMB130.1 million in 2022 to RMB155.2 million (US$21.9 million) in 2023, primarily attributable to an increase in fees related to cloud and other technology services driven by the expansion of the Group’s business.
As the FTA platform continues to evolve, we believe the Group will be able to achieve revenue growth as it brings incremental value to industry participants. 126 Table of Contents Key Factors Affecting the Group’s results of operations The Group’s business and results of operations are affected by various factors, including the following key factors: Economic and Industry Trends In China The Group’s results of operations are affected by the overall growth and prosperity of the road transportation industry in China, which in turn is affected by several factors, such as China’s overall economic growth, the impact of the COVID-19 pandemic, the standardization and digitalization of China road transportation industry, the change in freight rate, supply and demand in China’s road transportation industry and the regulatory environment for China’s road transportation and internet service industries.
Key Factors Affecting the Group’s results of operations The Group’s business and results of operations are affected by various factors, including the following key factors: Economic and Industry Trends In China The Group’s results of operations are affected by the overall growth and prosperity of the road transportation industry in China, which in turn is affected by several factors, such as China’s overall economic growth, the impact of the COVID-19 pandemic, the standardization and digitalization of China road transportation industry, the change in freight rate, supply and demand in China’s road transportation industry and the regulatory environment for China’s road transportation and internet service industries.
The Group’s total net revenues were RMB2,580.8 million, RMB4,657.0 million and RMB6,733.6 million (US$976.3 million) in the years ended December 31, 2020, 2021 and 2022, respectively. The Group recorded net loss of RMB3,470.5 million and RMB3,654.5 million in the years ended December 31, 2020 and 2021, respectively, and recorded net income of RMB411.9 million (US$59.7 million) in 2022.
The Group’s total net revenues were RMB4,657.0 million, RMB6,733.6 million and RMB8,436.2 million (US$1,188.2 million) in the years ended December 31, 2021, 2022 and 2023, respectively. The Group recorded net loss of RMB3,654.5 million in the years ended December 31, 2021 and net income of RMB411.9 million and RMB2,227.1 million (US$313.7 million) in 2022 and 2023, respectively.
Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2022: Payment due by period Total Less than 1 Year 1 – 2 Years 2 – 3 Years More than 3 Years RMB US$ RMB (in thousands) Operating lease liabilities 84,546 12,258 45,624 31,559 7,363 — Total 84,546 12,258 45,624 31,559 7,363 — 144 Table of Contents Operating lease liabilities represent the Group’s obligations for leasing offices, substantially all of which are located in PRC.
Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2023: Payment due by period Total Less than 1 Year 1 – 2 Years 2 – 3 Years More than 3 Years RMB US$ RMB (in thousands) Operating lease liabilities 88,881 12,518 38,489 29,185 21,207 — Total 88,881 12,518 38,489 29,185 21,207 — Operating lease liabilities represent the Group’s obligations for leasing offices, substantially all of which are located in PRC.
The action is brought on behalf of a putative class of persons who purchased or acquired the Company’s securities from June 22, 2021 to July 2, 2021.
The action is brought on behalf of a putative class of persons who purchased or acquired the Company’s securities pursuant or traceable to the Company’s IPO.
For the Years Ended December 31, 2020 2021 2022 RMB RMB RMB US$ (in thousands) General and administrative expenses 3,341,145 3,728,421 809,194 117,322 Sales and marketing expenses 94,640 56,975 39,771 5,766 Research and development expenses 42,680 48,777 63,884 9,262 Cost of revenues 7,842 3,740 6,406 929 Total 3,486,307 3,837,913 919,255 133,279 Taxation Cayman Islands We are incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Companies Act and accordingly, are exempted from Cayman Islands income tax.
For the Years Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in thousands) General and administrative expenses 3,728,421 809,194 297,469 41,898 Sales and marketing expenses 56,975 39,771 55,503 7,817 Research and development expenses 48,777 63,884 80,279 11,307 Cost of revenues 3,740 6,406 8,576 1,208 Total 3,837,913 919,255 441,827 62,230 Taxation Cayman Islands We are incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Companies Act and accordingly, are exempted from Cayman Islands income tax.
We believe the Group’s continued investment in technology and infrastructure also contributes to the increase of operational efficiency, enabling the same number of employees to deliver higher productivity over time.
The Group’s increasing scale of business and synergies across its business lines may lead to lower marginal operating costs and expenses. We believe the Group’s continued investment in technology and infrastructure also contributes to the increase of operational efficiency, enabling the same number of employees to deliver higher productivity over time.
The Consolidated Amended Complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 based on allegedly false and misleading statements or omissions in the Company’s Registration Statement issued in connection with the IPO. It is premature at this stage of the litigation to evaluate the likelihood of a favorable or unfavorable outcome. Pratyush Kohli v.
The Consolidated Amended Complaint alleges violations of Sections 11 and 15 of the Securities Act of 1933 based on allegedly false and misleading statements or omissions in the Company’s Registration Statement issued in connection with the IPO. Pratyush Kohli v. Full Truck Alliance Co.
N.Y.) On July 7, 2021, FTA and certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Supreme Court of the State of New York. An additional action was subsequently filed in the Supreme Court of the State of New York.
Contingent Liabilities Shareholder Class Action Lawsuits In re Full Truck Alliance Co. Ltd. Securities Litigation, No. 654232/2021 (Sup. Ct. N.Y.) On July 7, 2021, FTA and certain of its current and former directors and officers and others were named as defendants in a putative shareholder class action lawsuit filed in the Supreme Court of the State of New York.
The following table sets forth a breakdown of the Group’s cost of revenues, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except percentages) Cost of revenues VAT, related tax surcharges and other tax costs, net of grants from government authorities (1) 1,099,661 42.6 2,257,721 48.5 3,167,807 459,289 47.1 Payroll and related expenses for employees 62,349 2.4 99,055 2.1 134,572 19,511 2.0 Technology service fee 37,461 1.5 115,815 2.5 130,110 18,864 1.9 Commission fee paid to third-party payment platform 59,127 2.3 35,892 0.8 74,352 10,780 1.1 Funding costs related to credit solution services 37,232 1.4 13,495 0.3 1,981 287 0.0 Others (2) 20,187 0.8 18,020 0.3 5,729 831 0.1 Total 1,316,017 51.0 2,539,998 54.5 3,514,551 509,562 52.2 (1) In the years ended December 31, 2020, 2021 and 2022, the gross amount of VAT was RMB1,832.6 million, RMB3,510.7 million and RMB4,518.9 million (US$655.2 million), respectively, of which RMB1,763.4 million, RMB3,380.9 million and RMB4,322.8 million (US$626.7 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB305.9 million, RMB594.6 million, and RMB928.1 million (US$134.6 million), respectively, substantially all of which was related to freight brokerage service; the amount of government grants (including government grants based on VAT and related tax surcharges) from government authorities was RMB1,038.8 million, RMB1,847.6 million and RMB2,279.2 million (US$330.5 million), respectively, substantially all of which was related to freight brokerage service.
The following table sets forth a breakdown of the Group’s cost of revenues, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except percentages) Cost of revenues VAT, related tax surcharges and other tax costs, net of grants from government authorities (1) 2,257,721 48.5 3,167,807 47.1 3,693,516 520,221 43.8 Payroll and related expenses for employees 99,055 2.1 134,572 2.0 161,908 22,804 1.9 Technology service fee 115,815 2.5 130,110 1.9 155,175 21,856 1.8 Commission fee paid to third-party payment platform 35,892 0.8 74,352 1.1 101,428 14,286 1.2 Funding costs related to credit solution services 13,495 0.3 1,981 0.0 — — — Others (2) 18,020 0.3 5,729 0.1 6,989 984 0.1 Total 2,539,998 54.5 3,514,551 52.2 4,119,016 580,151 48.8 (1) In the years ended December 31, 2021, 2022 and 2023, the gross amount of VAT was RMB3,510.7 million, RMB4,518.9 million and RMB5,271.1 million (US$742.4 million), respectively, of which RMB3,380.9 million, RMB4,322.8 million and RMB5,006.4 million (US$705.1 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB594.6 million, RMB928.1 million and RMB893.4 million (US$125.8 million), respectively, substantially all of which was related to freight brokerage service; the amount of government grants from government authorities was RMB1,847.6 million, RMB2,279.2 million and RMB2,471.0 million (US$348.0 million), respectively, substantially all of which was related to freight brokerage service.
Investing Activities Net cash provided by investing activities was RMB2,131.2 million (US$309.0 million) in 2022, which was primarily attributable to proceeds from matured short-term investment of RMB86,901.5 million (US$12,599.5 million), partially offset by (i) purchases of short-term investments of RMB84,599.7 million (US$12,265.8 million), (ii) purchases of property and equipment, land use rights and intangible assets of RMB85.7 million (US$12.4 million), and (iii) payment for acquisition of subsidiaries, net of cash acquired of RMB76.6 million (US$11.1 million). 142 Table of Contents Net cash used in investing activities in 2021 was RMB14,399.0 million, which was primarily attributable to (i) cash paid for short-term investment of RMB23,340.3 million, which were primarily short-term time deposits, and (ii) payment for investment in equity investees of RMB887.3 million, (iii) payment for the acquisition of subsidiaries, net of cash acquired of RMB242.0 million, partially offset by proceeds from matured short-term investment of RMB10,069.3 million, which were short-term time deposits.
Net cash provided by investing activities was RMB2,131.2 million in 2022, which was primarily attributable to proceeds from matured short-term investment of RMB86,901.5 million, partially offset by (i) purchases of short-term investments of RMB84,599.7 million, (ii) purchases of property and equipment, land use rights and intangible assets of RMB85.7 million, and (iii) payment for acquisition of subsidiaries, net of cash acquired of RMB76.6 million.
VAT, related tax surcharges and other tax costs, net of grants from government authorities increased by 40.3% from RMB2,257.7 million in 2021 to RMB3,167.8 million (US$459.3 million) in 2022, primarily due to an increase in such costs related to the Group’s freight brokerage service driven by increased transaction activities involving such service.
VAT, related tax surcharges and other tax costs, net of grants from government authorities increased by 16.6% from RMB3,167.8 million in 2022 to RMB3,693.5 million (US$520.2 million) in 2023, primarily due to an increase in transaction activities involving our freight brokerage service.
For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage.” The consolidated affiliates generally receive government grants related to freight brokerage service one to six months after the corresponding freight brokerage transaction takes place. The amount of government grants is determined based on the Group’s agreements with the relevant local government authorities.
The consolidated affiliates also receive grants from local government authorities as an incentive for developing the local economy and business. For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage.” The consolidated affiliates generally receive government grants related to freight brokerage service three to six months after the corresponding freight brokerage transaction takes place.
The Group has been rolling out commissions in more cities and ramping up penetration since then. The Group may also explore other revenue models to monetize its online transaction service.
We believe the Group is at an early stage of monetization, because the Group launched the commission model for the online transaction service in the second half of 2020. The Group has been rolling out commissions in more cities and ramping up penetration since then. The Group may also explore other revenue models to monetize its online transaction service.
For the Years Ended December 31, 2020 2021 2022 RMB RMB RMB US$ (in thousands) Loss from operations (3,614,603 ) (3,795,943 ) (162,002 ) (23,488 ) Add: Share-based compensation expense 3,486,307 3,837,913 919,255 133,279 Compensation expense resulting from repurchase of ordinary shares in excess of fair value 234,113 78,478 — — Amortization of intangible assets resulting from business acquisitions 42,200 45,204 56,484 8,189 Compensation cost incurred in relation to business acquisitions — 43,153 21,914 3,177 Non-GAAP adjusted operating income 148,017 208,805 835,651 121,157 The following table reconciles the Group’s unaudited non-GAAP adjusted net income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S.
For the Years Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in thousands) (Loss) income from operations (3,795,943 ) (162,002 ) 997,429 140,487 Add: Share-based compensation expense 3,837,913 919,255 441,827 62,230 Compensation expense resulting from repurchase of ordinary shares in excess of fair value 78,478 — — — Amortization of intangible assets resulting from business acquisitions 45,204 56,484 52,084 7,336 Compensation cost incurred in relation to acquisitions 43,153 21,914 17,124 2,412 Settlement in principle of U.S. securities class action — — 71,900 10,127 Non-GAAP adjusted operating income 208,805 835,651 1,580,364 222,592 The following table reconciles the Group’s unaudited non-GAAP adjusted net income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S.
Sales and Marketing Expenses The table below sets forth sales and marketing expenses and share-based compensation expenses included in sales and marketing expenses, in absolute amount for the periods presented and as a percentage of the Group’s revenues.
General and Administrative Expenses The table below sets forth general and administrative expenses, as well as share-based compensation expenses and compensation expense resulting from repurchase of ordinary shares in excess of fair value included in general and administrative expenses, in absolute amount for the periods presented and as a percentage of the Group’s revenues.
In the fourth quarter of 2022, an average number of approximately 1.88 million shippers posted shipping orders on the FTA platform each month, and 3.52 million truckers fulfilled shipping orders on the FTA platform in 2022. In 2022, the Group facilitated 119.1 million fulfilled orders with GTV of RMB261.1 billion (US$37.9 billion).
In the fourth quarter of 2023, an average number of approximately 2.24 million shippers posted shipping orders on the FTA platform each month, and 3.9 million truckers fulfilled shipping orders on the FTA platform in 2023. In 2023, the Group facilitated 158.8 million fulfilled orders.
The following table sets forth a breakdown of the Group’s revenues, each expressed in the absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except percentages) Revenues (1) Freight matching services 1,947,016 75.5 3,946,882 84.7 5,656,651 820,137 84.0 Freight brokerage 1,365,207 52.9 2,497,779 53.6 3,360,313 487,200 49.9 Freight listings 538,665 20.9 753,031 16.2 852,380 123,583 12.7 Transaction commission 43,144 1.7 696,072 14.9 1,443,958 209,354 21.4 Value-added services 633,804 24.5 710,137 15.3 1,076,993 156,150 16.0 Credit solutions 472,841 18.3 520,086 11.2 796,356 115,461 11.8 Other value-added services 160,963 6.2 190,051 4.1 280,637 40,689 4.2 Total 2,580,820 100.0 4,657,019 100.0 6,733,644 976,287 100.0 (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.
The following table sets forth a breakdown of the Group’s revenues, each expressed in the absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except percentages) Revenues (1) Freight matching services 3,946,882 84.7 5,656,651 84.0 7,048,830 992,808 83.6 Freight brokerage 2,497,779 53.6 3,360,313 49.9 3,916,409 551,615 46.4 Freight listings 753,031 16.2 852,380 12.7 929,353 130,897 11.0 Transaction commission 696,072 14.9 1,443,958 21.4 2,203,068 310,296 26.2 Value-added services 710,137 15.3 1,076,993 16.0 1,387,329 195,402 16.4 Credit solutions 520,086 11.2 796,356 11.8 1,001,892 141,114 11.9 Other value-added services 190,051 4.1 280,637 4.2 385,437 54,288 4.5 Total 4,657,019 100.0 6,733,644 100.0 8,436,159 1,188,210 100.0 (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.
The COVID-19 outbreaks, together with other factors, contributed to sequential decreases in the number of fulfilled orders in the third and fourth quarters of 2021 from the respective previous quarters, and a sequential decrease in GTV in the third quarter of 2021 from the second quarter of 2021.
For instance, the COVID-19 outbreak, together with other factors, contributed to sequential decreases in the number of fulfilled orders in the third and fourth quarters of 2021 from the respective previous quarters as well as year-on-year declines in fulfilled orders in 2022.
Membership fee is prepaid by shippers registered on the FTA platform for activating their rights of posting additional shipping orders on the platform. Revenue from shippers’ membership fee is recognized on a straight-line basis over the term of the membership period or based on the number of shipping orders posted depending on the specific terms in membership agreements.
Revenue from truckers’ membership fee is recognized on a straight-line basis over the term of the membership period or based on the number of orders depending on the specific terms in membership agreements.
Unrealized Gains (Losses) from Fair Value Changes of Short Term Investments and Derivative Assets The Group recognized loss from fair value changes of short term investments and derivative assets of RMB63.4 million (US$9.2 million) in 2022, as compared to gains of RMB24.0 million in 2021.
Unrealized Gains (Losses) from Fair Value Changes of Investments and Derivative Assets The Group recognized gains from fair value changes of investments and derivative assets of RMB12.9 million (US$1.8 million) in 2023, as compared to losses of RMB63.4 million in 2022. The gains in 2023 were primarily driven by the fair value changes in the Group’s investments.
The gain in 2022 was primarily due to the appreciation of U.S. dollars against Renminbi. Investment Income The Group recognized investment income of RMB5.4 million (US$0.8 million) in 2022, which was primarily related to the maturity of the Group’s short-term investments.
Investment Income The Group recognized investment income of RMB5.4 million and RMB55.6 million (US$7.8 million) in 2022 and 2023, respectively, which was primarily related to the maturity of the Group’s short-term investments.
The gross amount of VAT included in the cost of revenues was RMB1,832.6 million, RMB3,510.7 million and RMB4,518.9 (US$655.2 million) in the years ended December 31, 2020, 2021 and 2022, respectively, which was primarily related to VAT charged for freight brokerage services. 129 Table of Contents Freight Matching Services The Group’s revenue from freight matching services consists of revenues from freight listings, freight brokerage and transaction commission.
The gross amount of VAT included in the cost of revenues was RMB3,510.7 million, RMB4,518.9 million and RMB5,271.1 million (US$742.4 million) in the years ended December 31, 2021, 2022 and 2023, respectively, which was primarily related to VAT charged for freight brokerage services.
Pursuant to such agreement, the number of surrender shares was determined based on the closing price of our ADSs on the NYSE on May 4, 2022, or US$7.14 per ADS, which implied a price of US$0.357 per Class A ordinary share. 143 Table of Contents Capital Expenditures The Group made capital expenditures of RMB53.1 million, RMB43.2 million and RMB85.7 million (US$12.4 million) in the years ended December 31, 2020, 2021 and 2022, respectively.
Pursuant to such agreement, the number of surrender shares was determined based on the closing price of our ADSs on the NYSE on May 4, 2022, or US$7.14 per ADS, which implied a price of US$0.357 per Class A ordinary share.
Changes in any of these general industry conditions and the Group’s ability to adapt to such changes could affect its business and results of operation.
Changes in any of these general industry conditions and the Group’s ability to adapt to such changes could affect its business and results of operation. Our Ability to Attract and Retain Shippers and Truckers on the FTA Platform The FTA platform is a leading digital freight platform in China.
Those additional incentive costs that would have caused the customer level revenue to be negative were classified as selling and marketing expenses. 131 Table of Contents Cost of Revenues The Group’s cost of revenues consists of (i) VAT, related tax surcharges and other tax costs, net of grants from government authorities, (ii) payroll and related expenses for employees involved in operating the FTA platform, (iii) technology service fee, (iv) commission fee paid to third-party payment platform, (v) funding costs related to credit solution services and (vi) others.
Consideration paid to customers are recorded as sales and marketing expenses if we receive a distinct service in exchange and the consideration paid is lower than the fair value of the service received. 130 Table of Contents Cost of Revenues The Group’s cost of revenues consists of (i) VAT, related tax surcharges and other tax costs, net of grants from government authorities, (ii) payroll and related expenses for employees involved in operating the FTA platform, (iii) technology service fee, (iv) commission fee paid to third-party payment platform, (v) funding costs related to credit solution services and (vi) others.
The consolidated affiliates have not historically experienced any difficulties or significant delays in receiving government grants that materially and adversely affected the Group’s financial condition.
The amount of government grants is determined based on the Group’s agreements with the relevant local government authorities. The consolidated affiliates have not historically experienced any difficulties in receiving government grants that materially and adversely affected the Group’s financial condition.

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Biggest changeOrdinary 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) 14,820,977 2,317,044,668 10.9 % 78.5 % Guizhen Ma * — * * Wenjian Dai * — * * Richard Weidong Ji (2) 845,385,952 — 3.9 % 1.0 % Shanshan Guo — — — — Jennifer Xinzhe Li * — * * Simon Chong Cai * — * * Langbo Guo * — * * 157 Table of Contents Ordinary Shares Beneficially Owned Number of Class A ordinary shares Number of Class B ordinary shares % of total ordinary shares† % of voting power†† Kai Shen * — * * Zhenghong Wang * — * * All directors and executive officers as a Group 1,020,747,226 2,317,044,668 15.6 % 79.6 % Principal Shareholders: SVF entities (3) 3,506,576,689 — 16.4 % 4.0 % Full Load Logistics (1) — 2,317,044,668 10.8 % 78.5 % Sequoia Funds (4) 1,197,815,180 — 5.6 % 1.4 % * Less than 1% of our total outstanding shares. ** The business addresses for our directors and executive officers are 6 Keji Road, Huaxi District, Guiyang, Guizhou 550025, 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, 2023, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2023, 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, 2023. †† 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.
Biggest changeOrdinary 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) 5,253,917 2,131,865,628 10.2 77.3 Langbo Guo * — * * Guizhen Ma * — * * Richard Weidong Ji (2) 663,168,231 — 3.2 * Shanshan Guo — — — — Jennifer Xinzhe Li * — * * Simon Chong Cai * — * * Kai Shen * — * * Zhenghong Wang * — * * All directors and executive officers as a Group 825,828,888 2,131,865,628 14.1 78.3 Principal Shareholders: SVF entities (3) 3,046,659,400 — 14.6 3.7 156 Table of Contents Ordinary Shares Beneficially Owned Number of Class A ordinary shares Number of Class B ordinary shares % of total ordinary shares† % of voting power†† Full Load Logistics (1) 5,253,900 2,131,865,628 10.2 77.3 * Less than 1% of our total outstanding shares. ** The business addresses for our directors and executive officers are 6 Keji Road, Huaxi District, Guiyang, Guizhou 550025, 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, 2024, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2024, 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, 2024. †† 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.
Richard Weidong Ji is one of the directors of each of All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and All-Stars Investment Master Fund and shares the voting and investment powers over the shares held by All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and All-Stars Investment Master Fund.
Richard Weidong Ji is one of the directors of each of All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, PESP VIII Limited, All-Stars PEIISP IV Limited and All-Stars Investment Master Fund and shares the voting and investment powers over the shares held by All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, PESP VIII Limited, All-Stars PEIISP IV Limited and All-Stars Investment Master Fund.
Mr. Ji may therefore be deemed to be the beneficial owner of the shares held by All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and All-Stars Investment Master Fund.
Mr. Ji may therefore be deemed to be the beneficial owner of the shares held by All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, PESP VIII Limited, All-Stars PEIISP IV Limited and All-Stars Investment Master Fund.
The functions and powers of our board of directors include, among others: • 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. 154 Table of Contents Terms of Directors and Executive Officers Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our memorandum and articles of association.
The functions and powers of our board of directors include, among others: • 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. 153 Table of Contents Terms of Directors and Executive Officers Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our memorandum and articles of association.
The nominating and corporate governance committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 156 Table of Contents • 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.
The nominating and corporate governance committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 155 Table of Contents • 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.
Guo received his bachelor of arts degree in English from Chongqing University in the PRC in June 2002 and master of science degree in information and knowledge management from Loughborough University in the United Kingdom in December 2003. 149 Table of Contents Jennifer Xinzhe Li has served as our director since April 2021 and was determined by our board of directors to be an independent director in April 2021.
Guo received his bachelor of arts degree in English from Chongqing University in the PRC in June 2002 and master of science degree in information and knowledge management from Loughborough University in the United Kingdom in December 2003. 148 Table of Contents Jennifer Xinzhe Li has served as our director since April 2021 and was determined by our board of directors to be an independent director in April 2021.
Our audit committee is responsible for, among other things: • 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; 155 Table of Contents • 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.
Our audit committee is responsible for, among other things: • 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, unless otherwise determined by the board or the audit committee; • 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; 154 Table of Contents • 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.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company. F.
Share Ownership The following table sets forth information as of March 31, 2023 with respect to the beneficial ownership of our ordinary shares by: • each of our directors and executive officers; and • each person known to us to own beneficially 5.0% or more of our ordinary shares.
Share Ownership The following table sets forth information as of March 31, 2024 with respect to the beneficial ownership of our ordinary shares by: • each of our directors and executive officers; and • each person known to us to own beneficially 5.0% or more of our ordinary shares.
If the share reserve falls below 3.0% of our total outstanding shares on the last day of a calendar year, the share reserve shall automatically be increased to 3.0% of our total outstanding shares on the January 1 immediately thereafter. Administration The 2021 Plan is administered by the compensation committee.
If the share reserve falls below 3.0% of our total outstanding shares on the last day of a calendar year, the share reserve shall automatically be increased to 3.0% of our total outstanding shares on the January 1 immediately thereafter. 151 Table of Contents Administration The 2021 Plan is administered by the compensation committee.
Wang served as a senior regional manager of a business-to-business unit of Alibaba Group from July 2004 to April 2014. Mr. Wang received his bachelor’s degree in business management from Xi’an Jiaotong University in the PRC in July 1999. 150 Table of Contents B.
Wang served as a senior regional manager of a business-to-business unit of Alibaba Group from July 2004 to April 2014. Mr. Wang received his bachelor’s degree in business management from Xi’an Jiaotong University in the PRC in July 1999. B.
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.
Peter Hui Zhang has dispositive power over. 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.
Prior to joining our Company, he served as a senior director of the operations and planning division of Baidu, Inc., a technology company listed on the NASDAQ (ticker symbol: BIDU) and the Hong Kong Stock Exchange (stock code: 9888), from November 2011 to February 2018. Mr.
He was our chief strategy officer from March 2018 to May 2023. Prior to joining our Company, he served as a senior director of the operations and planning division of Baidu, Inc., a technology company listed on the NASDAQ (ticker symbol: BIDU) and the Hong Kong Stock Exchange (stock code: 9888), from November 2011 to February 2018. Mr.
Compensation In 2022, the Group paid aggregate cash compensation of approximately RMB22.1 million to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers.
Compensation In 2023, the Group paid aggregate cash compensation of approximately RMB24.0 million to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers.
Guo received his bachelor’s degree in material engineering from Shanghai Jiao Tong University in the PRC in July 1993. Kai Shen has served as our chief risk officer and general counsel since October 2019. Prior to joining our Company, Mr. Shen served at Alibaba Group from February 2011 to October 2019 with his last position as a senior legal director.
Cai received his bachelor’s degree in mechanical engineering from Tsinghua University in the PRC in July 2004. Kai Shen has served as our chief risk officer and general counsel since October 2019. Prior to joining our Company, Mr. Shen served at Alibaba Group from February 2011 to October 2019 with his last position as a senior legal director.
Mr. Zhang currently holds various positions in other members of our Company, including legal representative, director and general manager. Previously, he was the chief executive officer of Yunmanman from its inception in November 2013 to December 2018. Prior to founding Yunmanman , Mr.
Mr. Zhang currently holds director positions in other members of our Company. Previously, he was the chief executive officer of Yunmanman from its inception in November 2013 to December 2018. Prior to founding Yunmanman , Mr.
Name Age Position(s) Peter Hui Zhang 44 Founder, chairman, chief executive officer and director Guizhen Ma 41 Director Wenjian Dai 48 Director 148 Table of Contents Name Age Position(s) Richard Weidong Ji 55 Director Shanshan Guo 43 Independent director Jennifer Xinzhe Li 55 Independent Director Simon Chong Cai 40 Chief Financial Officer Langbo Guo 51 Chief Strategy Officer Kai Shen 42 Chief Risk Officer and General Counsel Zhenghong Wang 46 Chief Customer Officer Peter Hui Zhang is our founder and has served as the chairman of our board of directors since November 2020, our chief executive officer since December 2018 and a director since December 2017.
Name Age Position(s) Peter Hui Zhang 45 Founder, Chairman, Chief Executive Officer and Director Langbo Guo 52 President and Director Guizhen Ma 42 Director Richard Weidong Ji 56 Director Shanshan Guo 44 Independent Director Jennifer Xinzhe Li 56 Independent Director Simon Chong Cai 41 Chief Financial Officer Kai Shen 43 Chief Risk Officer and General Counsel Zhenghong Wang 47 Chief Customer Officer 147 Table of Contents Peter Hui Zhang is our founder and has served as the chairman of our board of directors since November 2020, our chief executive officer since December 2018 and a director since December 2017.
Change in Control In the event of a change in control, if holders’ equity awards are not converted, assumed, or replaced by a successor, such equity awards will become fully vested and exercisable and all forfeiture restrictions on such equity awards will lapse.
As the administrator, the compensation committee will determine the terms and conditions of each equity award. Change in Control In the event of a change in control, if holders’ equity awards are not converted, assumed, or replaced by a successor, such equity awards will become fully vested and exercisable and all forfeiture restrictions on such equity awards will lapse.
Zhang graduated from Nanjing University of Aeronautics and Astronautics in the PRC with a major in electronics and information technology in June 2000. He also received a master’s degree in electronic systems from Nanjing University of Posts and Telecommunications in the PRC in July 2007.
Zhang graduated from Nanjing University of Aeronautics and Astronautics in the PRC with a major in electronics and information technology in June 2000. He also received a master’s degree in electronic systems from Nanjing University of Posts and Telecommunications in the PRC in July 2007. Langbo Guo has served as our president and director since May 2023.
Compensation Committee Our compensation committee currently consists of Mr. Peter Hui Zhang and Mr. Wenjian Dai. Mr. Peter Hui Zhang is the chairperson of our compensation committee.
Compensation Committee Our compensation committee currently consists of Mr. Peter Hui Zhang and Ms. Guizhen Ma. Mr. Peter Hui Zhang is the chairperson of our compensation committee.
As of March 31, 2023, a total of 13,325,645,458 Class A ordinary shares are held by 8 record holders in the United States. We are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.
As of March 31, 2024, a total of 14,368,963,958 Class A ordinary shares were held by eight record holders in the United States. We are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.
For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” In 2021, we repurchased a number of ordinary shares and options from certain of our executive officers.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. 149 Table of Contents For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” In 2021, we repurchased a number of ordinary shares and options from certain of our executive officers.
Richard Weidong Ji. Each of All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and All-Stars Investment Master Fund is a limited liability company incorporated in the British Virgin Islands with registered office at Ritter House, Wickhams Cay II, Road Town, VG1110, Tortola, British Virgin Islands. Mr.
Richard Weidong Ji. Each of All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, PESP VIII Limited and All-Stars PEIISP IV Limited is a limited liability company incorporated in the British Virgin Islands with registered office at Luna Tower, Waterfront Drive, Road Town, Tortola, British Virgin Islands.
Ltd., and SVF Truck may be deemed to share beneficial ownership of the securities held of record by SVF Truck. 158 Table of Contents The address for each of SBIA UK and SVF Holdings (UK) LLP is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for SoftBank Vision Fund LP is Aztec Group House 11-15 Seaton Place, St.
Ltd., and SVF Truck may be deemed to share beneficial ownership of the securities held of record by SVF Truck. 157 Table of Contents The address for each of SBIA UK and SVF Holdings (UK) LLP is 69 Grosvenor Street, London W1K 3JP, United Kingdom.
(2) The number of ordinary shares beneficially owned is as of March 31, 2023, and consists of (i) 487,196,872 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 and 2,073,680 Class A ordinary shares in the form of 103,684 ADSs held by All-Stars PEIISP IV Limited, (v) 8,426,320 Class A ordinary shares in the form of 421,316 ADSs held by All-Stars Investment Master Fund and (vi) 10,635,460 Class A ordinary shares in the form of 531,773 ADSs held by Mr.
(2) The number of ordinary shares beneficially owned is as of March 31, 2024, and consists of (i) 221,212,864 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) 47,871,460 Class A ordinary shares held by PESP VIII Limited, (v) 34,821,060 Class A ordinary shares and 2,073,680 Class A ordinary shares in the form of 103,684 ADSs held by All-Stars PEIISP IV Limited, (vi) 11,828,927 Class A ordinary shares and 8,426,320 Class A ordinary shares in the form of 421,316 ADSs held by All-Stars Investment Master Fund and (vii) 34,701,360 Class A ordinary shares in the form of 1,735,068 ADSs held by Mr.
(a technology company listed on the NYSE (ticker symbol: ABB)) since 2018 and a member of the supervisory board of SAP SE (a software company listed on the NYSE (ticker symbol: SAP)) since May 2022. Previously, Ms.
(a technology company listed on the SIX Swiss Exchange (ticker symbol: ABBN SW) and Nasdaq Stockholm (ticker symbol: ABB SS) since 1999 and a member of the supervisory board of SAP SE (a software company listed on the NYSE (ticker symbol: SAP)) since May 2022. Previously, Ms.
Helier, Jersey, JE4 0QH. The address for each of SVF Holdings (Singapore) Pte. Ltd. and SVF Truck is 138 Market Street #27-01A, Capitagreen, Singapore 048926.
The address for SoftBank Vision Fund LP is Aztec Group House, IFC 6, The Esplanade, St Helier, Jersey JE4 0QH. The address for each of SVF Holdings (Singapore) Pte. Ltd. and SVF Truck is 138 Market Street #27-01A, Capitagreen, Singapore 048926.
(3) The number of ordinary shares beneficially owned is as of December 31, 2022, as reported in the Amendment No. 1 to the Schedule 13G filed jointly by the Softbank funds on February 14, 2023, and consists of 3,506,576,689 Class A ordinary shares in the form of 175,328,834 ADSs held by SVF Truck (Singapore) Pte. Ltd.
(3) The number of ordinary shares beneficially owned is as of December 31, 2023, as reported in the Amendment No. 2 to the Schedule 13G filed jointly by the Softbank funds on February 13, 2024, and consists of 3,046,659,400 Class A ordinary shares in the form of 152,332,970 ADSs held by SVF Truck (Singapore) Pte. Ltd.
We previously granted options to certain directors and executive officers. As of March 31, 2023, our directors and executive officers did not hold any outstanding options under the 2018 Plan. 2021 Plan We adopted the 2021 equity incentive plan in April 2021, which was amended in November 2021, or the 2021 Plan.
We did not grant any options to our directors and executive officers under the 2018 Plan for the year ended December 31, 2023. 2021 Plan We adopted the 2021 equity incentive plan in April 2021, which was amended in November 2021, or the 2021 Plan.
Under these agreements, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company. 151 Table of Contents Share Incentive Plans 2018 Plan We adopted a share incentive plan in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan.
Under these agreements, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company.
Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers.
Our board of directors may determine compensation to be paid to the directors and the executive officers.
He has served at All-Stars Investment Limited, a company offering investment services, since June 2014, where he is the co-founder and managing partner and is currently the executive director. From March 2005 to June 2013, he served at the Morgan Stanley group of companies with his last position as a managing director in the research division in Hong Kong. Mr.
From March 2005 to June 2013, he served at the Morgan Stanley group of companies with his last position as a managing director in the research division in Hong Kong. Mr.
Award Grants We granted options to certain employees under the 2021 Plan. As of March 31, 2023, options to purchase 207,646,585 Class A ordinary shares were granted and outstanding under the 2021 Plan. We granted ordinary shares to certain of our directors and executive officers under the 2021 Plan. For share ownership by our directors and executive officers, see “—E.
Award Grants We granted options to certain employees under the 2021 Plan. As of March 31, 2024, options to purchase 231,846,479 Class A ordinary shares were granted and outstanding under the 2021 Plan. The table below summarizes options granted to our directors and executive officers under the 2021 Plan for the year ended December 31, 2023.
Previously, she served as a senior human resources officer of the business-to-business unit of Alibaba Group from November 2005 to May 2013. Ms. Ma received her bachelor’s degree in Chinese language and literature education from Anhui Normal University in the PRC in July 2004. Wenjian Dai has served as our director since April 2021. Mr.
Ma received her bachelor’s degree in Chinese language and literature education from Anhui Normal University in the PRC in July 2004. Richard Weidong Ji has served as our director since April 2021. Since May 2013, Mr.
Amendment and Termination The administrator may, at any time and from time to time, terminate, amend or modify the 2018 Plan subject to the approval of the board if required by applicable laws or the relevant listing stock exchange. 152 Table of Contents Award Grants As of March 31, 2023, options to purchase 45,573,378 Class A ordinary shares were granted and outstanding under the 2018 Plan.
Amendment and Termination The administrator may, at any time and from time to time, terminate, amend or modify the 2018 Plan subject to the approval of the board if required by applicable laws or the relevant listing stock exchange.
Richard Weidong Ji has served as our director since April 2021. Since May 2013, Mr. Ji has served as an independent director and a member of the audit committee of JOYY Inc., a company operating a video-based social medial platform and listed on the NASDAQ (ticker symbol: YY).
Ji has served as an independent director and a member of the audit committee of JOYY Inc., a company operating a video-based social medial platform and listed on the NASDAQ (ticker symbol: YY). He has served at All-Stars Investment Limited, a company offering investment services, since June 2014, where he is the co-founder and managing partner.
She is one of the founding members of Yunmanman and has served as a member of our management team since November 2013. Since July 2019, Ms. Ma has been a vice chairman of the Post and Communication Committee of Jiangsu Institute of Communication of the PRC.
Ma currently holds various positions in other members of our Company, including legal representative and director. She is one of the founding members of Yunmanman and has served as a member of our management team since November 2013. Since July 2019, Ms.
(1) The number of ordinary shares beneficially owned is as of March 31, 2023, and consists of (i) 2,317,044,668 Class B ordinary shares held by Full Load Logistics, and (ii) 14,820,977 of the Class A ordinary shares held by Master Quality Group Limited, which Mr. Peter Hui Zhang has dispositive power over.
(1) The number of ordinary shares beneficially owned is as of March 31, 2024, and consists of (i) 2,131,865,628 Class B ordinary shares held by Full Load Logistics, (ii) 5,253,900 Class A ordinary shares represented by ADSs that are beneficially owned by Full Load Logistics and (iii) 17 of the Class A ordinary shares held by Master Quality Group Limited, which Mr.
Pursuant to the trust deed, neither the trustee nor the nominee may exercise the voting rights associated with the shares held by the nominee. Administration The 2018 Plan is administered by the compensation committee. As the administrator, the compensation committee will determine the terms and conditions of each equity award.
Upon satisfaction of applicable vesting conditions, Class A ordinary shares held by Master Quality Group Limited may be transferred to the relevant participants. Pursuant to the trust deed, neither the trustee nor the nominee may exercise the voting rights associated with the shares held by the nominee. Administration The 2018 Plan is administered by the compensation committee.
Guizhen Ma has served as our director since April 2021 and is our chief cultural officer and vice president of human resources in charge of corporate culture and talents recruitment of the Company. Ms. Ma currently holds various positions in other members of our Company, including legal representative, director and general manager.
Guo received his bachelor’s degree in material engineering from Shanghai Jiao Tong University in the PRC in July 1993. Guizhen Ma has served as our director since April 2021 and is our chief cultural officer and vice president of human resources in charge of corporate culture and talents recruitment of the Company. Ms.
We have set up an employee incentive plan trust with Futu Trustee Limited as the trustee and Master Quality Group Limited as the nominee of the trustee. Master Quality Group Limited holds Class A ordinary shares relating to options granted to certain participants of the 2018 Plan for the benefit of such individuals.
The maximum number of Class A ordinary shares that may be issued pursuant to equity awards granted under the 2018 Plan is 2,636,675,056. 150 Table of Contents We have set up an employee incentive plan trust with Futu Trustee Limited as the trustee and Master Quality Group Limited as the nominee of the trustee.
However, these shares are not included in the computation of the percentage ownership of any other person. The total number of ordinary shares issued and outstanding as of March 31, 2023 is 21,408,410,594, comprising 19,091,365,926 Class A ordinary shares and 2,317,044,668 Class B ordinary shares.
However, these shares are not included in the computation of the percentage ownership of any other person. The total number of ordinary shares issued and outstanding as of March 31, 2024 was 20,915,004,788, comprising 18,783,139,160 Class A ordinary shares and 2,131,865,628 Class B ordinary shares. The total number of free float shares as of March 31, 2024 was 14,041,582,440.
Guo is currently a partner of Sequoia Capital China. Prior to joining Sequoia Capital China in October 2010, he served at McKinsey & Consulting Company Inc. Shanghai from 2006 to 2010. Prior to that, Mr. Guo served in the logistics division at BS Home Appliances Co., Ltd. from 2004 to 2005. Mr.
Guo served in the logistics division at BS Home Appliances Co., Ltd. from 2004 to 2005. Mr.
Shanshan Guo has served as our director since December 2017 and was determined by our board of directors to be an independent director in April 2021. From November 2020 to December 2020, he was an independent director of Ucommune International Ltd., an agile office space manager and provider listed on the NASDAQ (ticker symbol: UK). Mr.
Shanshan Guo has served as our director since December 2017 and was determined by our board of directors to be an independent director in April 2021. Mr. Guo is currently a partner of HongShan. Prior to joining HongShan in October 2010, he served at McKinsey & Consulting Company Inc. Shanghai from 2006 to 2010. Prior to that, Mr.
The 2018 Plan allows us to grant options, restricted shares, restricted share units and other equity awards to our employees, non-employee directors and consultants. The maximum number of Class A ordinary shares that may be issued pursuant to equity awards granted under the 2018 Plan is 2,636,675,056.
Share Incentive Plans 2018 Plan We adopted a share incentive plan in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan. The 2018 Plan allows us to grant options, restricted shares, restricted share units and other equity awards to our employees, non-employee directors and consultants.
As of March 31, 2023, Master Quality Group Limited holds 277,800,735 Class A ordinary shares. Upon satisfaction of applicable vesting conditions, Class A ordinary shares held by Master Quality Group Limited may be transferred to the relevant participants.
Master Quality Group Limited holds Class A ordinary shares relating to options granted to certain participants of the 2018 Plan for the benefit of such individuals. As of March 31, 2024, Master Quality Group Limited held 57,800,735 Class A ordinary shares and 85,232,040 Class A ordinary shares represented by ADSs.
Removed
Dai was one of the founding members of Huochebang and served as a member of its management team from 2013 to 2017. Since 2018, he has served as the director of Oasis Pastoral Company Pty Ltd and World Farm Technology (HK) Ltd. Mr. Dai received his bachelor’s degree in finance from Sichuan University.
Added
Ma has been a vice chairman of the Post and Communication Committee of Jiangsu Institute of Communication of the PRC. Previously, she served as a senior human resources officer of the business-to-business unit of Alibaba Group from November 2005 to May 2013. Ms.
Removed
Cai received his bachelor’s degree in mechanical engineering from Tsinghua University in the PRC in July 2004. Langbo Guo has served as our chief strategy officer since March 2018.
Added
Award Grants As of March 31, 2024, options to purchase 30,773,175 Class A ordinary shares were granted and outstanding under the 2018 Plan.
Removed
Share Ownership”. Restricted Share Awards In December 2018 and January 2019, we issued an aggregate of 68,045,550 restricted shares to Mr. David Wanqian Liu and Mr. Hao Zheng, who were the co-founders of Plus, in connection with our equity investment in Plus. The estimated fair value on the grant date of each restricted share was US$0.1965.
Added
Name Position Class A Ordinary Shares Underlying Options Option Exercise Price (US$) Grant Date Expiration Date Guizhen Ma Director * 0.00001 September 15, 2023 September 15, 2033 Zhenghong Wang Chief Customer Officer * 0.00001 September 15, 2023 September 15, 2033 Langbo Guo President and Director * 0.00001 September 15, 2023 September 15, 2033 * Less than 1% of our issued shares, assuming conversion of all of our preferred shares into ordinary shares. 152 Table of Contents Restricted Share Awards The Group acquired Beijing Bang Li De Network Technology Co., Ltd., or TYT, a private company offering equipment transportation services, in December 2021.
Removed
In November 2020, we repurchased all of such shares from Mr. David Wanqian Liu and Mr. Hao Zheng. 153 Table of Contents The Group acquired Beijing Bang Li De Network Technology Co., Ltd., or TYT, a private company offering equipment transportation services, in December 2021.
Added
All-Stars Investment Master Fund is a limited liability company incorporated in the Cayman Islands with registered office at One Nexus Way, Camana Bay, Grand Cayman KY1-9005, Cayman Islands. Mr.
Removed
(4) The number of ordinary shares beneficially owned is as of December 31, 2022, as reported in the Amendment No.2 to the Schedule 13G filed jointly by the Sequoia funds and their control persons on February 14, 2023, and consists of 1,197,815,180 Class A ordinary shares, including (i) 261,158,080 Class A ordinary shares in the form of 13,057,904 ADSs 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) 383,031,840 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) 499,188,820 Class A ordinary shares in the form of 24,959,441 ADSs held by SCC Venture V Holdco I, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, and (iv) 54,436,440 Class A ordinary shares in the form of 2,721,822 ADSs held by SCC Growth IV 2018-H, L.P., an exempted limited partnership formed under the laws of the Cayman Islands.
Added
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation On November 15, 2023, our board of directors adopted an Incentive Compensation Clawback Policy, or the Clawback Policy, providing for the recoupment of certain incentive-based compensation from current and former executive officers of our company in the event we are required to restate any of our financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Removed
The general partner of Sequoia Capital Global Growth Fund III—2020-B, L.P. and Sequoia Capital Global Growth Fund III—Endurance Partners, L.P. is SCGGF III—Endurance Partners Management, L.P., whose general partner is SC US (TTGP), Ltd.
Added
Adoption of the Clawback Policy was mandated by new NYSE continued listing standards introduced pursuant to Exchange Act Rule 10D-1.
Removed
The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the shares held by Sequoia Capital Global Growth Fund III—2020-B, L.P. and Sequoia Capital Global Growth Fund III—Endurance Partners, L.P. are Messrs. Roelof Botha and Douglas Leone. Messrs.
Added
In addition, Section 304 of the Sarbanes-Oxley Act of 2002 permits the SEC to order the disgorgement of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement of those funds to the issuer.
Removed
Botha and Leone, together with Sequoia Capital Global Growth Fund III—2020-B, L.P., Sequoia Capital Global Growth Fund III—Endurance Partners, L.P., SCGGF III—Endurance Partners Management, L.P and SC US (TTGP), Ltd., are collectively referred to as Sequoia Capital Global Growth. SCC Venture V Holdco I, Ltd. is wholly owned by Sequoia Capital China Venture Fund V, L.P.
Added
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. 158 Table of Contents In the year ended December 31, 2023, we were not required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy, nor were there any outstanding balance as of December 31, 2023 of erroneously awarded compensation to be recovered.
Removed
The general partner of Sequoia Capital China Venture Fund V, L.P. is SC China Venture V Management, L.P., whose general partner is SC China Holding Limited. The general partner of SCC Growth IV 2018-H, L.P. is SC China Growth IV Management, L.P., whose general partner is SC China Holding Limited.
Removed
SC China Holding Limited is wholly owned by SNP China Enterprises Limited, which in turn is wholly owned by Mr. Neil Nanpeng Shen. Mr.
Removed
Shen, together with SCC Venture V Holdco I, Ltd., Sequoia Capital China Venture Fund V, L.P., SC China Venture V Management, L.P., SCC Growth IV 2018-H, L.P., SC China Growth IV Management, L.P., SC China Holding Limited and SNP China Enterprises Limited, are collectively referred to as Sequoia Capital China.
Removed
Sequoia Capital China and Sequoia Capital Global Growth may be deemed to be a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with respect to their ownership of our shares, and are collectively referred to as Sequoia Funds.
Removed
The registered address of SCC Venture V Holdco I, Ltd. and SCC Growth IV 2018-H, L.P. is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, and the address for each of the Sequoia Capital Global Growth entities is 2800 Sand Hill Road, Suite 101, Menlo Park, CA, the United States of America.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

16 edited+8 added−12 removed12 unchanged
Biggest changeUpon such a request, we shall promptly give written notice of such requested registration to all other shareholders and thereupon shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of the registrable securities specified in the request of the requesting shareholders, together with any registrable securities as are specified in written requests of such other shareholders given within 15 business days after such written notice from us is delivered to such other shareholders. 160 Table of Contents Piggyback Registration Rights If we propose to file a registration statement for a public offering of our equity securities for our own account or for the account of any person that is not a shareholder (except registration statement filed in relation to any employee benefit plan, a corporate reorganization or any form that does not include substantially the same information as would be required to be included in a F-1 registration statement or a F-3 registration statement), we shall promptly give each shareholder written notice of such registration, upon the written request of any shareholder given within 20 days after delivery of such notice, we shall include in such registration any registrable securities thereby requested by such shareholder.
Biggest changePiggyback Registration Rights If we propose to file a registration statement for a public offering of our equity securities for our own account or for the account of any person that is not a shareholder (except registration statement filed in relation to any employee benefit plan, a corporate reorganization or any form that does not include substantially the same information as would be required to be included in a F-1 registration statement or a F-3 registration statement), we shall promptly give each shareholder written notice of such registration, upon the written request of any shareholder given within 20 days after delivery of such notice, we shall include in such registration any registrable securities thereby requested by such shareholder.
Organizational Structure.” 159 Table of Contents Shareholders Agreement Pursuant to our shareholders’ agreement entered into on November 17, 2020 (as acceded to from time to time), among our Company, certain subsidiaries of our Company, holders of our ordinary shares, certain individuals parties thereto, and holders of our preferred shares, we have granted certain registration rights to holders of our Class A ordinary shares issued upon conversion of our preferred shares immediately prior to the completion of our IPO.
Organizational Structure.” Shareholders Agreement Pursuant to our shareholders’ agreement entered into on November 17, 2020 (as acceded to from time to time), among our Company, certain subsidiaries of our Company, holders of our ordinary shares, certain individuals parties thereto, and holders of our preferred shares, we have granted certain registration rights to holders of our Class A ordinary shares issued upon conversion of our preferred shares immediately prior to the completion of our IPO.
Termination of Registration Rights Our shareholders’ registration rights will terminate (i) after five years of the completion of our initial public offering or (ii) all such registrable securities proposed to be sold by a shareholder may then be sold without restrictions in any 90-day period upon or after the completion of our initial public offering under Rule 144 promulgated under the Securities Act.
Termination of Registration Rights Our shareholders’ registration rights will terminate (i) after five years of the completion of our initial public offering or (ii) all such registrable securities proposed to be sold by a shareholder may then be sold without restrictions in any 90-day period upon or after the completion of our initial public offering under Rule 144 promulgated under the Securities Act. 160 Table of Contents Employment Agreements and Indemnification Agreements See “Item 6.
As of December 31, 2021 and 2022, the Group had amounts due to LXF of RMB15.9 million and RMB17.4 million (US$2.5 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from LXF. 162 Table of Contents Transactions with TTG Tang TG Holdings Limited, or TTG, is a shareholder of our Company, and it is controlled by Mr.
As of December 31, 2022 and 2023, the Group had amounts due to LXF of RMB17.4 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from LXF. Transactions with TTG Tang TG Holdings Limited, or TTG, is a shareholder of our Company, and it is controlled by Mr.
As of December 31, 2021 and 2022, the Group had amounts due to TTG of RMB25.5 million and RMB27.9 million (US$4.0 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from TTG. Transactions with GXF Geng XF Holdings Limited, or GXF, is a company controlled by Ms. Geng Xiaofang, a shareholder of our Company.
As of December 31, 2022 and 2023, the Group had amounts due to TTG of RMB27.9 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from TTG. Transactions with GXF Geng XF Holdings Limited, or GXF, is a company controlled by Ms.
In June 2021, we repurchased an aggregate of 15,206,156 Class A ordinary shares from LXF for a total repurchase price of US$15.0 million.
Xianfu Liu, formerly an executive officer of our Company. In June 2021, we repurchased an aggregate of 15,206,156 Class A ordinary shares from LXF for a total repurchase price of US$15.0 million.
Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Transactions with JYBD Jiayibingding (Beijing) E-commerce Co., Ltd., or JYBD, is an equity investee of our Company.
Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Transactions with JYBD Jiayibingding (Beijing) E-commerce Co., Ltd., or JYBD, is an equity investee of our Company. The consideration payable for our equity investment in JYBD had been fully paid.
In 2022, we repurchased an aggregate of 246,929,216 ordinary shares from certain of our executive officers for a total repurchae price of US$116.6 million. C. Interests of Experts and Counsel Not applicable.
Transactions with Certain Executive Officers In 2022, we repurchased an aggregate of 246,929,216 ordinary shares from certain of our executive officers for a total repurchae price of US$116.6 million.
As of December 31, 2021 and 2022, the Group had amounts due to Sigma of RMB8.0 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from Sigma.
As of December 31, 2022 and 2023, the Group had amounts due to GXF of RMB13.9 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from GXF.
Ltd., (xvii) GGV (FT) LLC, (xviii) Genesis Capital I LP, (xix) SUN DRAGON LIMITED, (xx) Tencent Mobility Limited, (xxi) All-Stars SP VI Limited, (xxii) Teng Yue Partners Master Fund, LP, (xxiii) Teng Yue Partners RDLT, LP, (xxiv) TYP Holdings, LLC, (xxv) IFC CATALYST FUND, LP, (xxvi) IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP, (xxvii) BAIDU CAPITAL L.P., (xxviii) Marble Investment Company Limited, (xxix) TECHGIANT LIMITED, (xxx) All-Stars PESP II Limited, (xxxi) All-Stars SP VIII Limited, (xxxii) All-Stars PEIISP IV Limited, (xxxiii) Truck Work Logistics Information Co., Ltd., (xxxiv) Lightspeed China Partners I, L.P., (xxxv) Lightspeed China Partners I-A, L.P., (xxxvi) LIGHTSPEED VENTURE PARTNERS SELECT II, L.P., (xxxvii) Lightspeed Opportunity Fund, L.P., (xxxviii) SCC Venture V Holdco I, Ltd., (xxxix) SCC GROWTH IV 2018-H, L.P., (xl) Sunshine Logistics Investment Limited, (xli) Tyrus-DA Global Sharing Economy No. 2, (xlii) Capital Champion Holdings Limited, (xliii) Xiang He Fund I, L.P., (xliv) Xiang He Fund II, L.P., (xlv) Xiang He Fund Gamma, L.P., (xlvi) CMC Scania Holdings Limited, (xlvii) CMC Scania II Limited, (xlviii) Internet Fund IV Pte.
Ltd., (xvii) GGV (FT) LLC, (xviii) Genesis Capital I LP, (xix) SUN DRAGON LIMITED, (xx) Tencent Mobility Limited, (xxi) All-Stars SP VI Limited, (xxii) Teng Yue Partners Master Fund, LP, (xxiii) Teng Yue Partners RDLT, LP, (xxiv) TYP Holdings, LLC, (xxv) IFC CATALYST FUND, LP, (xxvi) IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP, (xxvii) BAIDU CAPITAL L.P., (xxviii) Marble Investment Company Limited, (xxix) TECHGIANT LIMITED, (xxx) All-Stars PESP II Limited, (xxxi) All-Stars SP VIII Limited, (xxxii) All-Stars PEIISP IV Limited, (xxxiii) Truck Work Logistics Information Co., Ltd., (xxxiv) Lightspeed China Partners I, L.P., (xxxv) Lightspeed China Partners I-A, L.P., (xxxvi) LIGHTSPEED VENTURE PARTNERS SELECT II, L.P., (xxxvii) Lightspeed Opportunity Fund, L.P., (xxxviii) HSG Venture V Holdco I, Ltd.
The consideration payable for our equity investment in JYBD had been fully paid. The Group had revenue from JYBD in the amount of RMB9.4 million, nil and RMB0.3 million (US$43.5 thousand) in 2020, 2021 and 2022, respectively. The revenue in 2020 and 2022 was generated from lead-generation service provided to JYBD.
The Group had revenue from JYBD in the amount of nil, RMB0.3 million and RMB0.1 million (US$15 thousand) in 2021, 2022 and 2023, respectively. The revenue in 2022 and 2023 was generated from lead-generation service provided to JYBD.
As of December 31, 2021 and 2022, the Group had amounts due to DWJ of RMB80.5 million and RMB63.0 million (US$9.1 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from DWJ. DWJ Partners Limited, or DWJ Partners, is a company controlled Mr. Wenjian Dai.
As of December 31, 2022 and 2023, the Group had amounts due to DWJ of RMB63.0 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from DWJ. Transactions with LXF Liu XF Holdings Limited, or LXF, is a shareholder of our Company, and it is controlled by Mr.
LTD., (lxxi) China Internet Investment Fund (Limited Partnership), (lxxii) Shanghai Shengjia Xinlue Investment Center LLP, (lxxiii) Propitious Morningstar Limited, (lxxiv) Ning Zhang, (lxxv) TR China Holdings 8, (lxxvi) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P., (lxxvii) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P., (lxxviii) Titanium Growth Investment Limited (formerly Permira PGO1 SPV Limited), (lxxix) Fidelity China Special Situations PLC, (lxxx) Fidelity Investment Funds, (lxxxi) Fidelity Funds, (lxxxii) ERI-BayernInvest-Fonds Aktien Asien, (lxxxiii) Racing Sports Limited, and (lxxxiv) SCEP Master Fund.
LTD., (lxxi) China Internet Investment Fund (Limited Partnership), (lxxii) Shanghai Shengjia Xinlue Investment Center LLP, (lxxiii) Propitious Morningstar Limited, (lxxiv) Ning Zhang, (lxxv) TR China Holdings 8, (lxxvi) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P., (lxxvii) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P., (lxxviii) Titanium Growth Investment Limited (formerly Permira PGO1 SPV Limited), (lxxix) Fidelity China Special Situations PLC, (lxxx) Fidelity Investment Funds, (lxxxi) Fidelity Funds, (lxxxii) ERI-BayernInvest-Fonds Aktien Asien, (lxxxiii) Racing Sports Limited, and (lxxxiv) SCEP Master Fund. 159 Table of Contents Demand Registration Rights At any time following 180 days after the effective date of our initial public offering, shareholders holding at least 20% of then outstanding registrable securities could submit a written request that we effect the registration of the registrable securities under the Securities Act where the anticipated gross proceeds would be at least US$100 million.
The Group accrued service fee to JYBD in the amount of nil, RMB12.5 million and RMB7.5 million (US$1.1 million) in 2020, 2021 and 2022, respectively, for road rescue service provided by JYBD. 161 Table of Contents Transactions with Horgos Horgos Yinghuo Management Consulting Co., Ltd., or Horgos, is a company in which Mr.
The Group accrued service fee to JYBD in the amount of RMB12.5, RMB7.5 million and nil in 2021, 2022 and 2023, respectively, for road rescue service provided by JYBD. Transactions with DWJ Dai WJ Holdings Limited, or DWJ, is a shareholder of our Company, and it is ultimately controlled by a trust of which Mr.
In July 2020, we repurchased an aggregate of 163,309,322 ordinary shares from DWJ for a total repurchase price of US$60.0 million. In June 2021, we repurchased an aggregate of 91,236,935 Class A ordinary shares from DWJ for a total repurchase price of US$90.0 million.
Wenjian Dai, a former director and former executive officer of our Company, is the settlor. Mr. Dai and his family members are among the beneficiaries. In June 2021, we repurchased an aggregate of 91,236,935 Class A ordinary shares from DWJ for a total repurchase price of US$90.0 million.
Transactions with Capital Champion Holdings Limited Capital Champion Holdings Limited is a shareholder of our Company. In June 2021, we repurchased an aggregate of 105,675,493 Class A ordinary shares from Capital Champion Holdings Limited for a total repurchase price of US$104.2 million.
Geng Xiaofang, a shareholder of our Company. 161 Table of Contents In June 2021, we repurchased an aggregate of 20,274,875 Class A ordinary shares from GXF for a total repurchase price of US$20.0 million.
Removed
Demand Registration Rights At any time following 180 days after the effective date of our initial public offering, shareholders holding at least 20% of then outstanding registrable securities could submit a written request that we effect the registration of the registrable securities under the Securities Act where the anticipated gross proceeds would be at least US$100 million.
Added
(formerly known as SCC Venture V Holdco I, Ltd.), (xxxix) SCC GROWTH IV 2018-H, L.P., (xl) Sunshine Logistics Investment Limited, (xli) Tyrus-DA Global Sharing Economy No. 2, (xlii) Capital Champion Holdings Limited, (xliii) Xiang He Fund I, L.P., (xliv) Xiang He Fund II, L.P., (xlv) Xiang He Fund Gamma, L.P., (xlvi) CMC Scania Holdings Limited, (xlvii) CMC Scania II Limited, (xlviii) Internet Fund IV Pte.
Removed
Gang Wang indirectly owned 40% equity interest as of December 31, 2020. Mr. Gang Wang is a minority shareholder of our Company. The Group had revenue from Horgos in the amount of RMB0.9 million, nil and nil in 2020, 2021 and 2022, respectively. The revenue in 2020 was generated from lead-generation service provided to Horgos.
Added
Upon such a request, we shall promptly give written notice of such requested registration to all other shareholders and thereupon shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of the registrable securities specified in the request of the requesting shareholders, together with any registrable securities as are specified in written requests of such other shareholders given within 15 business days after such written notice from us is delivered to such other shareholders.
Removed
Transactions with Plus Plus is an equity investee of our Company. In August 2020, we granted a US$6.25 million loan to Plus with a fixed interest rate of 1.0%, which became due in November 2020. The balance of such loan has been fully repaid. Transactions with Euclidean Euclidean Investment LLC, or Euclidean, is a company controlled by Mr.
Added
Plus Restructuring In July 2023, PlusAI Corp, a technology company devoted to the development of commercial vehicle autonomous driving technology and an equity investee of our Company, conducted a restructuring to split its PRC and U.S. teams under two separate entities, PRC Holding Ltd and Plus Automation, Inc.
Removed
David Wanqian Liu, co-founder of Plus. In November 2020, we repurchased an aggregate of 34,022,775 ordinary shares from Euclidean for a total repurchase price of US$12.5 million. These ordinary shares were issued to Euclidean in December 2018 and January 2019, in connection with our acquisition of shares in Plus.
Added
Through a series of restructuring transactions, our Company received preferred shares of each of these two entities in exchange for cancellation of the preferred shares of PlusAI Corp held by our Company.
Removed
As of December 31, 2021 and 2022, the Group had amounts due to Euclidean of RMB8.0 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from Euclidean. Transactions with Sigma Sigma Point Investment LLC, or Sigma, is a company controlled by Mr. Hao Zheng, co-founder of Plus.
Added
As of December 31, 2023, our Company held 51.0% equity interest on an as-if converted basis and 61.9% voting rights in Plus PRC Holding Ltd, and 19.8% equity interest on an as-if converted basis and 1.2% voting rights in Plus Automation, Inc.
Removed
In November 2020, we repurchased an aggregate of 34,022,775 ordinary shares from Sigma for a total repurchase price of US$12.5 million. These ordinary shares were issued to Sigma in December 2018 and January 2019, in connection with our acquisition of shares in Plus.
Added
However, our Company has no control over Plus PRC Holding Ltd 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 PRC Holding Ltd.
Removed
Transactions with DWJ and DWJ Partners Dai WJ Holdings Limited, or DWJ, is a shareholder of our Company, and it is ultimately controlled by a trust of which Mr. Wenjian Dai, a director and formerly an executive officer of our Company, is the settlor. Mr. Dai and his family members are among the beneficiaries.
Added
In February 2024, our Company, Plus PRC Holding Ltd and its affiliates entered into a loan agreement, pursuant to which our Company agreed to make available to Plus PRC Holding Ltd a loan in the principal amount of US$3,500,000 in one lump sum.
Removed
In January 2021, we repurchased an aggregate of 10,000,000 ordinary shares from DWJ Partners for a total repurchase price of US$3.7 million. As of December 31, 2021 and 2022, the Group had amounts due to DWJ Partners of RMB1.8 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from DWJ Partners.
Added
The loan has an interest rate of 12% per annum and an original term of two months, which was further extended to four months. In April 2024, an additional loan agreement were entered by the same parties. The principal amount of the loan is US$1,500,000 with a term of two months and the interest rate is 12% per annum. C.
Removed
Transactions with LXF Liu XF Holdings Limited, or LXF, is a shareholder of our Company, and it is controlled by Mr. Xianfu Liu, formerly an executive officer of our Company. In July 2020, we repurchased an aggregate of 27,218,220 ordinary shares from LXF for a total repurchase price of US$10.0 million.
Removed
In June 2021, we repurchased an aggregate of 20,274,875 Class A ordinary shares from GXF for a total repurchase price of US$20.0 million. As of December 31, 2021 and 2022, the Group had amounts due to GXF of RMB12.8 million and RMB13.9 million (US$2.0 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from GXF.
Removed
As of December 31, 2021 and 2022, the Group had amounts due to Capital Champion Holdings Limited of RMB27.4 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from Capital Champion Holdings Limited.
Removed
Transactions with Certain Executive Officers In 2020, we repurchased an aggregate of 19,556,058 ordinary shares and options to purchase an aggregate of 1,111,929 ordinary shares from certain of our executive officers for a total repurchase price of US$11.2 million and US$0.6 million, respectively.

Other YMM 10-K year-over-year comparisons