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What changed in Full Truck Alliance Co. Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Full Truck Alliance Co. Ltd.'s 2024 and 2025 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 2025 report.

+699 added−661 removedSource: 20-F (2026-04-14) vs 20-F (2025-04-14)

Top changes in Full Truck Alliance Co. Ltd.'s 2025 20-F

699 paragraphs added · 661 removed · 571 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

230 edited+51 added−37 removed666 unchanged
Biggest changeFor the Year Ended December 31, 2024 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$ RMB US$ RMB US$ RMB US$ RMB US$ (in thousands) Freight Matching Services — — 6,051,994 829,119 3,403,140 466,229 — — 9,455,134 1,295,348 Freight brokerage service — — 4,726,989 647,595 — — — — 4,726,989 647,595 Freight listing service (1) — — 879,489 120,489 — — — — 879,489 120,489 Transaction service (1) — — 445,516 61,035 3,403,140 466,229 — — 3,848,656 527,264 Value-added services (2) — — 384,567 52,686 2,672,588 366,143 (1,273,651 ) (174,490 ) 1,783,504 244,339 Credit solutions — — 1,106 152 1,340,328 183,624 — — 1,341,434 183,776 Other value-added services (1) — — 383,461 52,534 1,332,260 182,519 (1,273,651 ) (174,490 ) 442,070 60,563 Net Revenues — — 6,436,561 881,805 6,075,728 832,372 (1,273,651 ) (174,490 ) 11,238,638 1,539,687 Operating expenses: Cost of revenues (2) (11,115 ) (1,523 ) (4,511,454 ) (618,066 ) (650,082 ) (89,062 ) 72,093 9,877 (5,100,558 ) (698,774 ) Sales and marketing expenses (2) (49,847 ) (6,829 ) (1,126,045 ) (154,268 ) (675,618 ) (92,559 ) 254,747 34,900 (1,596,763 ) (218,756 ) General and administrative expenses (2) (343,451 ) (47,053 ) (904,527 ) (123,920 ) (612,407 ) (83,899 ) 946,622 129,687 (913,763 ) (125,185 ) Research and development expenses (2) (81,542 ) (11,171 ) (252,168 ) (34,547 ) (546,306 ) (74,844 ) — — (880,016 ) (120,562 ) Provision for loans receivable — — — — (296,528 ) (40,624 ) — — (296,528 ) (40,624 ) Total operating expenses (485,955 ) (66,576 ) (6,794,194 ) (930,801 ) (2,780,941 ) (380,988 ) 1,273,462 174,464 (8,787,628 ) (1,203,901 ) Other operating income — — 7,046 965 16,924 2,319 — — 23,970 3,284 (Loss) income from operations (485,955 ) (66,576 ) (350,587 ) (48,031 ) 3,311,711 453,703 (189 ) (26 ) 2,474,980 339,070 Other income (expense) Interest income (3) 608,065 83,305 43,580 5,970 423,194 57,977 (1,405 ) (192 ) 1,073,434 147,060 Interest expenses (3) — — (1,405 ) (192 ) — — 1,405 192 — — Foreign exchange (loss) gain (437 ) (60 ) (73 ) (10 ) 8,514 1,167 — — 8,004 1,097 Investment income (loss) 56,225 7,703 4 1 (1,444 ) (198 ) — — 54,785 7,506 Unrealized gains (loss) from fair value changes of investments and derivative assets 3,233 443 — — (24,137 ) (3,307 ) — — (20,904 ) (2,864 ) Other income (expense), net 123,602 16,934 5,935 813 (1,385 ) (190 ) — — 128,152 17,557 Impairment loss — — — — (352,742 ) (48,325 ) — — (352,742 ) (48,325 ) Share of loss in equity method investees — — — — (2,861 ) (392 ) — — (2,861 ) (392 ) Total other income 790,688 108,325 48,041 6,582 49,139 6,732 — — 887,868 121,639 Net income (loss) before income tax 304,733 41,749 (302,546 ) (41,449 ) 3,360,850 460,435 (189 ) (26 ) 3,362,848 460,709 Income tax expense (83,501 ) (11,440 ) (9,555 ) (1,309 ) (146,355 ) (20,050 ) — — (239,411 ) (32,799 ) Equity in gain of subsidiaries and consolidated affiliates (4) 2,848,617 390,259 — — — — (2,848,617 ) (390,259 ) — — Net income (loss) 3,069,849 420,568 (312,101 ) (42,758 ) 3,214,495 440,385 (2,848,806 ) (390,285 ) 3,123,437 427,910 Less: Measurement adjustment attributable to redeemable non-controlling interests — — — — 57,136 7,828 — — 57,136 7,828 Less: Net income (loss) attributable to non-controlling interests — — 160 22 82 11 (3,790 ) (519 ) (3,548 ) (486 ) Net income (loss) attributable to ordinary shareholders 3,069,849 420,568 (312,261 ) (42,780 ) 3,157,277 432,546 (2,845,016 ) (389,766 ) 3,069,849 420,568 11 Table of Contents For the Year Ended December 31, 2023 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB RMB RMB RMB RMB (in thousands) Freight Matching Services — 5,720,554 1,332,971 — 7,053,525 Freight brokerage service — 3,916,409 — — 3,916,409 Freight listing service (1) — 828,152 — — 828,152 Transaction service (1) — 975,993 1,332,971 — 2,308,964 Value-added services (2) — 249,606 2,784,880 (1,651,852 ) 1,382,634 Credit solutions — — 1,001,892 — 1,001,892 Other value-added services (1) — 249,606 1,782,988 (1,651,852 ) 380,742 Net Revenues — 5,970,160 4,117,851 (1,651,852 ) 8,436,159 Operating expenses: Cost of revenues (2) (8,567 ) (3,709,892 ) (494,058 ) 93,501 (4,119,016 ) Sales and marketing expenses (2) (55,280 ) (819,013 ) (570,620 ) 205,722 (1,239,191 ) General and administrative expenses (2) (386,155 ) (1,489,536 ) (414,615 ) 1,352,629 (937,677 ) Research and development expenses (2) (76,817 ) (216,739 ) (653,079 ) — (946,635 ) Provision for loans receivable — — (234,599 ) — (234,599 ) Total operating expenses (526,819 ) (6,235,180 ) (2,366,971 ) 1,651,852 (7,477,118 ) Other operating income — 17,633 20,755 — 38,388 (Loss) income from operations (526,819 ) (247,387 ) 1,771,635 — 997,429 Other income (expense) Interest income (3) 771,606 61,681 309,976 (1,402 ) 1,141,861 Interest expenses (3) — (1,402 ) — 1,402 — Foreign exchange gain (loss) 1,152 — (3,301 ) — (2,149 ) Investment income 52,177 — 3,444 — 55,621 Unrealized gains from fair value changes of investments and derivative assets 12,852 — 86 — 12,938 Other income, net 116,546 7,445 6,273 — 130,264 Share of loss in equity method investees — — (2,067 ) — (2,067 ) Total other income 954,333 67,724 314,411 — 1,336,468 Net income (loss) before income tax 427,514 (179,663 ) 2,086,046 — 2,333,897 Income tax expense (93,914 ) (8,297 ) (4,593 ) — (106,804 ) Equity in gain of subsidiaries and consolidated affiliates (4) 1,879,288 — — (1,879,288 ) — Net income (loss) 2,212,888 (187,960 ) 2,081,453 (1,879,288 ) 2,227,093 Less: Measurement adjustment attributable to redeemable non-controlling interests — — 15,457 — 15,457 Less: Net income (loss) attributable to non-controlling interests — 3,003 65 (4,320 ) (1,252 ) Net income (loss) attributable to ordinary shareholders 2,212,888 (190,963 ) 2,065,931 (1,874,968 ) 2,212,888 12 Table of Contents For the Year Ended December 31, 2022 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB RMB RMB RMB RMB (in thousands) Freight Matching Services — 5,554,149 107,114 — 5,661,263 Freight brokerage service — 3,360,313 — — 3,360,313 Freight listing service (1) — 653,966 107,114 — 761,080 Transaction service (1) — 1,539,870 — — 1,539,870 Value-added services (2) — 113,711 2,644,932 (1,686,262 ) 1,072,381 Credit solutions — 23,941 772,415 — 796,356 Other value-added services (1) — 89,770 1,872,517 (1,686,262 ) 276,025 Net Revenues — 5,667,860 2,752,046 (1,686,262 ) 6,733,644 Operating expenses: Cost of revenues (2) (6,406 ) (3,208,063 ) (395,532 ) 95,450 (3,514,551 ) Sales and marketing expenses (2) (39,771 ) (489,127 ) (517,400 ) 144,029 (902,269 ) General and administrative expenses (2) (923,383 ) (1,646,542 ) (294,057 ) 1,446,049 (1,417,933 ) Research and development expenses (2) (63,884 ) (187,766 ) (663,001 ) 500 (914,151 ) Provision for loans receivable — — (194,272 ) — (194,272 ) Total operating expenses (1,033,444 ) (5,531,498 ) (2,064,262 ) 1,686,028 (6,943,176 ) Other operating income — 34,884 12,646 — 47,530 (Loss) income from operations (1,033,444 ) 171,246 700,430 (234 ) (162,002 ) Other income (expense) Interest income (3) 326,699 52,183 106,080 (1,304 ) 483,658 Interest expenses (3) — (1,557 ) — 1,382 (175 ) Foreign exchange (loss) gain (1,646 ) 2,427 14,267 — 15,048 Investment income (loss) 23,405 (46 ) (17,948 ) — 5,411 Unrealized losses from fair value changes of investments and derivative assets (39,131 ) (9 ) (24,250 ) — (63,390 ) Other income (expenses), net 228,955 1,689 (13 ) — 230,631 Share of loss in equity method investees — (21 ) (1,225 ) — (1,246 ) Total other income 538,282 54,666 76,911 78 669,937 Net (loss) income before income tax (495,162 ) 225,912 777,341 (156 ) 507,935 Income tax (expense) benefits (96,032 ) (1,982 ) 1,979 — (96,035 ) Equity in gains of subsidiaries, and consolidated affiliates (4) 997,956 — — (997,956 ) — Net income 406,762 223,930 779,320 (998,112 ) 411,900 Less: Measurement adjustment attributable to redeemable non-controlling interest — — 4,599 — 4,599 Less: Net income attributable to non-controlling interests — 3,267 — (2,728 ) 539 Net income attributable to ordinary shareholders 406,762 220,663 774,721 (995,384 ) 406,762 13 Table of Contents The following tables present the condensed consolidated schedule of balance sheets data as of the dates indicated.
Biggest changeFor the Year Ended December 31, 2025 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$ RMB US$ RMB US$ RMB US$ RMB US$ (in thousands) Freight Matching Services — — 6,176,685 883,254 4,320,086 617,764 — — 10,496,771 1,501,018 Freight brokerage service — — 4,199,393 600,505 — — — — 4,199,393 600,505 Freight listing service (1) — — 980,158 140,161 — — — — 980,158 140,161 Transaction service (1) — — 997,134 142,588 4,320,086 617,764 — — 5,317,220 760,352 Value-added services (2) — — 439,337 62,824 2,552,258 364,969 (998,507 ) (142,785 ) 1,993,088 285,008 Credit solutions — — 3,514 502 1,470,899 210,336 — — 1,474,413 210,838 Other value-added services (1) — — 435,823 62,322 1,081,359 154,633 (998,507 ) (142,785 ) 518,675 74,170 Net Revenues — — 6,616,022 946,078 6,872,344 982,733 (998,507 ) (142,785 ) 12,489,859 1,786,026 Operating expenses: Cost of revenues (2) (12,628 ) (1,806 ) (3,859,727 ) (551,933 ) (803,058 ) (114,836 ) 56,617 8,096 (4,618,796 ) (660,479 ) Sales and marketing expenses (2) (54,468 ) (7,789 ) (1,070,009 ) (153,009 ) (893,723 ) (127,801 ) 270,441 38,673 (1,747,759 ) (249,926 ) General and administrative expenses (2) (135,783 ) (19,417 ) (674,041 ) (96,387 ) (571,400 ) (81,708 ) 671,449 96,016 (709,775 ) (101,496 ) Research and development expenses (70,927 ) (10,142 ) (190,237 ) (27,204 ) (613,271 ) (87,697 ) — — (874,435 ) (125,043 ) Provision for credit solutions — — — — (445,351 ) (63,684 ) — — (445,351 ) (63,684 ) Total operating expenses (273,806 ) (39,154 ) (5,794,014 ) (828,533 ) (3,326,803 ) (475,726 ) 998,507 142,785 (8,396,116 ) (1,200,628 ) Other operating income — — 4,643 664 47,812 6,837 — — 52,455 7,501 (Loss) income from operations (273,806 ) (39,154 ) 826,651 118,209 3,593,353 513,844 — — 4,146,198 592,899 Other income (expense) Interest income (3) 325,379 46,529 26,167 3,742 602,554 86,164 (18 ) (3 ) 954,082 136,432 Foreign exchange loss (10,604 ) (1,516 ) — — (6,740 ) (964 ) — — (17,344 ) (2,480 ) Investment income 64,134 9,171 — — 30,583 4,373 — — 94,717 13,544 Unrealized gains from fair value changes of investments 4,818 689 — — 111,344 15,922 — — 116,162 16,611 Other income (expense), net (3) 150,927 21,583 (6,677 ) (955 ) (35,036 ) (5,011 ) 18 3 109,232 15,620 Share of loss in equity method investees — — — — (14,814 ) (2,118 ) — — (14,814 ) (2,118 ) Total other income 534,654 76,456 19,490 2,787 687,891 98,366 — — 1,242,035 177,609 Net income before income tax 260,848 37,302 846,141 120,996 4,281,244 612,210 — — 5,388,233 770,508 Income tax expense (51,879 ) (7,419 ) (205,211 ) (29,345 ) (672,067 ) (96,104 ) — — (929,157 ) (132,868 ) Equity in gain of subsidiaries and consolidated affiliates (4) 4,199,200 600,478 — — — — (4,199,200 ) (600,478 ) — — Net income 4,408,169 630,361 640,930 91,651 3,609,177 516,106 (4,199,200 ) (600,478 ) 4,459,076 637,640 Less: Measurement adjustment attributable to redeemable non-controlling interests — — — — 78,361 11,205 — — 78,361 11,205 Less: Net loss attributable to non-controlling interests — — (310 ) (44 ) (22,028 ) (3,150 ) (5,116 ) (732 ) (27,454 ) (3,926 ) Net income attributable to ordinary shareholders 4,408,169 630,361 641,240 91,695 3,552,844 508,051 (4,194,084 ) (599,746 ) 4,408,169 630,361 11 Table of Contents For the Year Ended December 31, 2024 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB RMB RMB RMB RMB (in thousands) Freight Matching Services — 6,051,994 3,403,140 — 9,455,134 Freight brokerage service — 4,726,989 — — 4,726,989 Freight listing service (1) — 879,489 — — 879,489 Transaction service (1) — 445,516 3,403,140 — 3,848,656 Value-added services (2) — 384,567 2,672,588 (1,273,651 ) 1,783,504 Credit solutions — 1,106 1,340,328 — 1,341,434 Other value-added services (1) — 383,461 1,332,260 (1,273,651 ) 442,070 Net Revenues — 6,436,561 6,075,728 (1,273,651 ) 11,238,638 Operating expenses: Cost of revenues (2) (11,115 ) (4,511,454 ) (650,082 ) 72,093 (5,100,558 ) Sales and marketing expenses (2) (49,847 ) (1,126,045 ) (675,618 ) 254,747 (1,596,763 ) General and administrative expenses (2) (343,451 ) (904,527 ) (612,407 ) 946,622 (913,763 ) Research and development expenses (81,542 ) (252,168 ) (546,306 ) — (880,016 ) Provision for credit solutions — — (296,528 ) — (296,528 ) Total operating expenses (485,955 ) (6,794,194 ) (2,780,941 ) 1,273,462 (8,787,628 ) Other operating income — 7,046 16,924 — 23,970 (Loss) income from operations (485,955 ) (350,587 ) 3,311,711 (189 ) 2,474,980 Other income (expense) Interest income (3) 608,065 43,580 423,194 (1,405 ) 1,073,434 Interest expenses (3) — (1,405 ) — 1,405 — Foreign exchange (loss) gain (437 ) (73 ) 8,514 — 8,004 Investment income (loss) 56,225 4 (1,444 ) — 54,785 Unrealized gains (losses) from fair value changes of investments 3,233 — (24,137 ) — (20,904 ) Other income (expense), net 123,602 5,935 (1,385 ) — 128,152 Impairment loss — — (352,742 ) — (352,742 ) Share of loss in equity method investees — — (2,861 ) — (2,861 ) Total other income 790,688 48,041 49,139 — 887,868 Net income (loss) before income tax 304,733 (302,546 ) 3,360,850 (189 ) 3,362,848 Income tax expense (83,501 ) (9,555 ) (146,355 ) — (239,411 ) Equity in gain of subsidiaries and consolidated affiliates (4) 2,848,617 — — (2,848,617 ) — Net income (loss) 3,069,849 (312,101 ) 3,214,495 (2,848,806 ) 3,123,437 Less: Measurement adjustment attributable to redeemable non-controlling interests — — 57,136 — 57,136 Less: Net income (loss) attributable to non-controlling interests — 160 82 (3,790 ) (3,548 ) Net income (loss) attributable to ordinary shareholders 3,069,849 (312,261 ) 3,157,277 (2,845,016 ) 3,069,849 12 Table of Contents For the Year Ended December 31, 2023 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB RMB RMB RMB RMB (in thousands) Freight Matching Services — 5,720,554 1,332,971 — 7,053,525 Freight brokerage service — 3,916,409 — — 3,916,409 Freight listing service (1) — 828,152 — — 828,152 Transaction service (1) — 975,993 1,332,971 — 2,308,964 Value-added services (2) — 249,606 2,784,880 (1,651,852 ) 1,382,634 Credit solutions — — 1,001,892 — 1,001,892 Other value-added services (1) — 249,606 1,782,988 (1,651,852 ) 380,742 Net Revenues — 5,970,160 4,117,851 (1,651,852 ) 8,436,159 Operating expenses: Cost of revenues (2) (8,567 ) (3,709,892 ) (494,058 ) 93,501 (4,119,016 ) Sales and marketing expenses (2) (55,280 ) (819,013 ) (570,620 ) 205,722 (1,239,191 ) General and administrative expenses (2) (386,155 ) (1,489,536 ) (414,615 ) 1,352,629 (937,677 ) Research and development expenses (76,817 ) (216,739 ) (653,079 ) — (946,635 ) Provision for credit solutions — — (234,599 ) — (234,599 ) Total operating expenses (526,819 ) (6,235,180 ) (2,366,971 ) 1,651,852 (7,477,118 ) Other operating income — 17,633 20,755 — 38,388 (Loss) income from operations (526,819 ) (247,387 ) 1,771,635 — 997,429 Other income (expense) Interest income (3) 771,606 61,681 309,976 (1,402 ) 1,141,861 Interest expenses (3) — (1,402 ) — 1,402 — Foreign exchange gain (loss) 1,152 — (3,301 ) — (2,149 ) Investment income 52,177 — 3,444 — 55,621 Unrealized gains from fair value changes of investments 12,852 — 86 — 12,938 Other income, net 116,546 7,445 6,273 — 130,264 Share of loss in equity method investees — — (2,067 ) — (2,067 ) Total other income 954,333 67,724 314,411 — 1,336,468 Net income (loss) before income tax 427,514 (179,663 ) 2,086,046 — 2,333,897 Income tax expense (93,914 ) (8,297 ) (4,593 ) — (106,804 ) Equity in gains of subsidiaries, and consolidated affiliates (4) 1,879,288 — — (1,879,288 ) — Net income (loss) 2,212,888 (187,960 ) 2,081,453 (1,879,288 ) 2,227,093 Less: Measurement adjustment attributable to redeemable non-controlling interest — — 15,457 — 15,457 Less: Net income attributable to non-controlling interests — 3,003 65 (4,320 ) (1,252 ) Net income (loss) attributable to ordinary shareholders 2,212,888 (190,963 ) 2,065,931 (1,874,968 ) 2,212,888 13 Table of Contents The following tables present the condensed consolidated schedule of balance sheets data as of the dates indicated.
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.
However, if the PRC government continues to tighten its regulatory framework for the road transportation, financial service 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.
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.
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.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q, quarterly certifications by the principal executive and financial officers or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q, quarterly certifications by the principal executive and financial officers or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring principal shareholders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
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; 18 Table of Contents • 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; 19 Table of Contents • 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.
However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the PRC Foreign Investment Law and its implementing rules, the Telecommunications Regulations and the relevant regulatory measures concerning the telecommunications industry and other industries the Group is engaged in, there can be no assurance that the PRC government authorities, including the MOFCOM, the MIIT, or other competent authorities would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future.
However, as there are uncertainties regarding the interpretation and application of PRC laws and regulations, including the PRC Foreign Investment Law and its implementing rules, the Telecommunications Regulations and the relevant regulatory measures concerning the telecommunications industry and other industries the Group is engaged in, there can be no assurance that the PRC government authorities, including the MOFCOM, the MIIT, or other competent authorities would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future.
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; 49 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.
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; • 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.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following: • regulatory developments affecting us or our industry; 70 Table of Contents • announcements of studies and reports relating to the quality of the Group’s service offerings or those of our competitors; • changes in the economic performance or market valuations of other providers of similar services; • actual or anticipated fluctuations in the Group’s quarterly results of operations and changes or revisions of its expected results; • changes in financial estimates by securities research analysts; • announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; • additions to or departures of our senior management; • fluctuations of exchange rates between the Renminbi and the U.S. dollar; • release or expiry of lock-up or other transfer restrictions on our ordinary shares or ADSs; • sales or perceived potential sales of additional Class A ordinary shares or ADSs; and • short selling reports published by short sellers and other short selling activities.
In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, including the following: • regulatory developments affecting us or our industry; • announcements of studies and reports relating to the quality of the Group’s service offerings or those of our competitors; • changes in the economic performance or market valuations of other providers of similar services; • actual or anticipated fluctuations in the Group’s quarterly results of operations and changes or revisions of its expected results; • changes in financial estimates by securities research analysts; • announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; • additions to or departures of our senior management; • fluctuations of exchange rates between the Renminbi and the U.S. dollar; 72 Table of Contents • release or expiry of lock-up or other transfer restrictions on our ordinary shares or ADSs; • sales or perceived potential sales of additional Class A ordinary shares or ADSs; and • short selling reports published by short sellers and other short selling activities.
However, there are substantial uncertainties regarding the interpretation and application of these guidances and there is no further detailed rules or requirements that have been issued by such authority currently. The PRC Ministry of Transport or other regulatory authorities may from time to time issue new guidances or take further actions in the future to strengthen this aspect.
However, there are uncertainties regarding the interpretation and application of these guidances and there is no further detailed rules or requirements that have been issued by such authority currently. The PRC Ministry of Transport or other regulatory authorities may from time to time issue new guidances or take further actions in the future to strengthen this aspect.
If we cannot resolve any conflicts of interest or disputes between us and the shareholders of the Group VIEs, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings. Our corporate actions will be substantially controlled by Mr.
If we cannot resolve any conflicts of interest or disputes between us and the shareholders of the Group VIEs, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to uncertainty as to the outcome of any such legal proceedings. Our corporate actions will be substantially controlled by Mr.
On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor.
On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate completely registered public accounting firms headquartered in Chinese Mainland and Hong Kong, including our auditor.
Heightened regulatory scrutiny may lead to frequent regulatory communications, inquiries or investigations that could materially and adversely affect the Group’s business model, results of operations and prospects. The Group’s business is subject to a variety of laws and regulations in the PRC governing the rapidly evolving road transportation, internet service and insurance industries.
Heightened regulatory scrutiny may lead to frequent regulatory communications, inquiries or investigations that could materially and adversely affect the Group’s business model, results of operations and prospects. The Group’s business is subject to a variety of laws and regulations in the PRC governing the rapidly evolving road transportation, internet service, financial service and insurance industries.
Additionally, if we fail to cater to the needs and preferences of shippers and truckers, control the Group’s costs in doing so or fail to deliver superior user experience, we may not be able to attract additional shippers and truckers in a cost-effective manner, and the Group’s business, financial condition and results of operations may be materially and adversely affected. 22 Table of Contents Transaction activities on the FTA platform may decline materially or fluctuate as a result of many factors, including, among other things, dissatisfaction with the operation of the FTA platform, the price of shipping orders, dissatisfaction with the quality of service provided by the truckers on the FTA platform, quality of platform user support, negative publicity related to the Group’s brands, including as a result of safety incidents, dissatisfaction with the Group’s services and offerings in general or regulatory restrictions on its services.
Additionally, if we fail to cater to the needs and preferences of shippers and truckers, control the Group’s costs in doing so or fail to deliver superior user experience, we may not be able to attract additional shippers and truckers in a cost-effective manner, and the Group’s business, financial condition and results of operations may be materially and adversely affected. 23 Table of Contents Transaction activities on the FTA platform may decline materially or fluctuate as a result of many factors, including, among other things, dissatisfaction with the operation of the FTA platform, the price of shipping orders, dissatisfaction with the quality of service provided by the truckers on the FTA platform, quality of platform user support, negative publicity related to the Group’s brands, including as a result of safety incidents, dissatisfaction with the Group’s services and offerings in general or regulatory restrictions on its services.
In the event that the government grants are reduced or canceled, we may have to adjust the rate of the FTA platform service fee, which could make the freight brokerage service less attractive to shippers and truckers and the Group’s business could be materially and adversely affected.
In the event that the government grants are reduced or canceled, we may have to further adjust the rate of the FTA platform service fee, which could make the freight brokerage service less attractive to shippers and truckers and the Group’s business could be materially and adversely affected.
On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. See “Item 4. Information on the Company — B.
On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles. See “Item 4. Information on the Company — B.
Since 2020, the SAMR has fined companies that acquired or merged with or cooperated with onshore or offshore entities, including those operated through variable interest entities, for failure to file prior notification before conducting the mergers or cooperation transactions. 35 Table of Contents Although we do not believe we were legally required to make a merger control review filing or obtain merger control approval in relation to the historical merger between Yunmanman and Huochebang in 2017, there can be no assurance that regulators will agree with us, particularly, in light of the enforcement actions since 2020.
Since 2020, the SAMR has fined companies that acquired or merged with or cooperated with onshore or offshore entities, including those operated through variable interest entities, for failure to file prior notification before conducting the mergers or cooperation transactions. 36 Table of Contents Although we do not believe we were legally required to make a merger control review filing or obtain merger control approval in relation to the historical merger between Yunmanman and Huochebang in 2017, there can be no assurance that regulators will agree with us, particularly, in light of the enforcement actions since 2020.
The Group’s third-party online payment service providers and its relationship with them are subject to a number of risks that could materially and adversely affect their ability to provide payment processing and escrow services to the Group, including: 39 Table of Contents • dissatisfaction with these online payment services or decreased use of their services by shippers, truckers and other ecosystem participants; • increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services; • changes to rules or practices applicable to payment systems that third-party online payment service providers reply on; • breach of users’ personal information and concerns over the use and security of information collected from users; • service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes; • increasing costs to third-party online payment service providers, including fees charged by commercial banks processing transactions through online payment channels, which could in turn be passed on to the Group and increase its costs of revenues; and • failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise.
The Group’s third-party online payment service providers and its relationship with them are subject to a number of risks that could materially and adversely affect their ability to provide payment processing and escrow services to the Group, including: • dissatisfaction with these online payment services or decreased use of their services by shippers, truckers and other ecosystem participants; • increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services; • changes to rules or practices applicable to payment systems that third-party online payment service providers reply on; • breach of users’ personal information and concerns over the use and security of information collected from users; • service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes; • increasing costs to third-party online payment service providers, including fees charged by commercial banks processing transactions through online payment channels, which could in turn be passed on to the Group and increase its costs of revenues; and • failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise.
Furthermore, if future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all.
Furthermore, if future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face uncertainties as to whether we can complete such actions in a timely manner, or at all.
Even if these claims or regulatory proceedings do not result in liability or penalties on the Group, it could incur significant costs in investigating and defending against them or suffer significant reputational damage, which could have a material and adverse effect on the Group’s prospects and future growth, including its ability to attract and retain shippers and truckers. 27 Table of Contents 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.
Even if these claims or regulatory proceedings do not result in liability or penalties on the Group, it could incur significant costs in investigating and defending against them or suffer significant reputational damage, which could have a material and adverse effect on the Group’s prospects and future growth, including its ability to attract and retain shippers and truckers. 28 Table of Contents 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.
Moreover, if the Group’s arrangements with these service providers are terminated or if there is a lapse of service or damage to their facilities or if the services are no longer cost-effective to us, we could experience interruptions in the Group’s solutions and service as well as delays and additional expense in arranging new solutions and services for shippers, truckers and other ecosystem participants. 41 Table of Contents Any interruptions or delays in the Group’s service, whether as a result of third-party error, our error, natural disasters or security breaches, whether accidental or willful, could harm the Group’s relationships with shippers, truckers and other ecosystem participants and its reputation.
Moreover, if the Group’s arrangements with these service providers are terminated or if there is a lapse of service or damage to their facilities or if the services are no longer cost-effective to us, we could experience interruptions in the Group’s solutions and service as well as delays and additional expense in arranging new solutions and services for shippers, truckers and other ecosystem participants. 43 Table of Contents Any interruptions or delays in the Group’s service, whether as a result of third-party error, our error, natural disasters or security breaches, whether accidental or willful, could harm the Group’s relationships with shippers, truckers and other ecosystem participants and its reputation.
These newly promulgated laws and regulations reflect PRC government’s further attempts to strengthen the legal protection for personal information, as well as the security of national network and key information infrastructure. 34 Table of Contents The functional designs and interactive logic of the Group’s mobile apps may need to be adjusted from time to time in order to comply with evolving laws, regulations, norms and other applicable regulatory requirements, which could increase the Group’s compliance costs and may adversely affect its mobile apps’ user experience.
These newly promulgated laws and regulations reflect PRC government’s further attempts to strengthen the legal protection for personal information, as well as the security of national network and key information infrastructure. 35 Table of Contents The functional designs and interactive logic of the Group’s mobile apps may need to be adjusted from time to time in order to comply with evolving laws, regulations, norms and other applicable regulatory requirements, which could increase the Group’s compliance costs and may adversely affect its mobile apps’ user experience.
Public Company Accounting Oversight Board was unable to inspect and investigate completely before 2022 and, as such, our investors have been deprived of the benefits of such inspections in the past, and may be deprived of the benefits of such inspections in the future; 19 Table of Contents • If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment; and • You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on the United States or other foreign laws, against us, our directors, executive officers or the expert named in this annual report.
Public Company Accounting Oversight Board was unable to inspect and investigate completely before 2022 and, as such, our investors have been deprived of the benefits of such inspections in the past, and may be deprived of the benefits of such inspections in the future; • If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment; and • You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on the United States or other foreign laws, against us, our directors, executive officers or the expert named in this annual report.
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; • 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 less-than-truckload, or 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; • 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; 55 Table of Contents • 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.
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. 67 Table of Contents 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.
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. 6 Table of Contents 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 Chinese Mainland or Hong Kong, including our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP.
As a result, holders of our Class A ordinary shares and ADSs will not have the same protection afforded to shareholders of companies that are subject to all the NYSE corporate governance requirements. 76 Table of Contents If we are a passive foreign investment company for United States federal income tax purposes for any taxable year, United States holders of our ADSs or Class A ordinary shares could be subject to adverse United States federal income tax consequences .
As a result, holders of our Class A ordinary shares and ADSs will not have the same protection afforded to shareholders of companies that are subject to all the NYSE corporate governance requirements. 78 Table of Contents If we are a passive foreign investment company for United States federal income tax purposes for any taxable year, United States holders of our ADSs or Class A ordinary shares could be subject to adverse United States federal income tax consequences.
Failure by the Group to comply with any such new regulatory or licensing requirements could materially and adversely affect its business and results of operations. 26 Table of Contents 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.
Failure by the Group to comply with any such new regulatory or licensing requirements could materially and adversely affect its business and results of operations. 27 Table of Contents 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.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount. 66 Table of Contents The audit report included in this annual report is prepared by an auditor which the U.S.
Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount. 68 Table of Contents The audit report included in this annual report is prepared by an auditor which the U.S.
As the market, the regulatory environment or other conditions evolve, the Group’s existing solutions and services may not continue to deliver the expected business results. 20 Table of Contents You should consider the Group’s business and prospects in light of the risks and challenges it encounters or may encounter given the limited operating history of some of the Group’s business lines, as well as its evolving business model and changes in the market in which the Group operates.
As the market, the regulatory environment or other conditions evolve, the Group’s existing solutions and services may not continue to deliver the expected business results. 21 Table of Contents You should consider the Group’s business and prospects in light of the risks and challenges it encounters or may encounter given the limited operating history of some of the Group’s business lines, as well as its evolving business model and changes in the market in which the Group operates.
SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises. 64 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. 66 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.
Risks Factors— Risks Relating to Doing Business in China—If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.” 6 Table of Contents Licenses, Permits and Approvals We conduct our business primarily through (i) our Group VIEs and their subsidiaries in China and (ii) our subsidiaries in China.
Risks Factors— Risks Relating to Doing Business in China—If the PCAOB determines that it is unable to inspect or investigate completely our auditor at any point in the future, our ADSs may be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, and any such trading prohibition on our ADSs or threat thereof may materially and adversely affect the price of our ADSs and value of your investment.” Licenses, Permits and Approvals We conduct our business primarily through (i) our Group VIEs and their subsidiaries in China and (ii) our subsidiaries in China.
We cannot assure you that we will be able to successfully maintain the Group’s growth rate or implement its future business strategies effectively, and failure to do so may materially and adversely affect its business, financial condition, results of operations and future prospects. 21 Table of Contents The Group’s business may be affected by fluctuations in China’s road transportation market.
We cannot assure you that we will be able to successfully maintain the Group’s growth rate or implement its future business strategies effectively, and failure to do so may materially and adversely affect its business, financial condition, results of operations and future prospects. 22 Table of Contents The Group’s business may be affected by fluctuations in China’s road transportation market.
Business Overview — Regulatory Matters— Regulations Related to M&A Rules and Overseas Listings.” 60 Table of Contents The filing with and reporting to the CSRC will be required in connection with our future offshore offerings and occurrences of relevant 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.” 62 Table of Contents The filing with and reporting to the CSRC will be required in connection with our future offshore offerings and occurrences of relevant specific events. We cannot assure you that we will be able to make such filing or reporting in a timely manner.
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.” 63 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.” 65 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.
Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. In 2021, PCAOB made determinations that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating firms headquartered in mainland China and Hong Kong completely.
Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. In 2021, PCAOB made determinations that the positions taken by PRC authorities prevented the PCAOB from inspecting and investigating firms headquartered in Chinese Mainland and Hong Kong completely.
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.
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.
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. (5) Represents the intercompany balances among the Parent, our subsidiaries, and the consolidated affiliates, which were eliminated upon consolidation. 17 Table of Contents 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. 18 Table of Contents (5) 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 foregoing takes place, the Group’s business and results of operations could be materially and adversely affected. 25 Table of Contents The Group collaborates with various road transportation industry participants in providing its solutions and services. Such participants include financial institutions, insurance companies, gas station operators and other business partners.
If any of the foregoing takes place, the Group’s business and results of operations could be materially and adversely affected. 26 Table of Contents The Group collaborates with various road transportation industry participants in providing its solutions and services. Such participants include financial institutions, insurance companies, gas station operators and other business partners.
Risks Relating to Doing Business in China We are subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following: • Changes in the political and economic policies of the PRC government may materially and adversely affect the Group’s business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies; • There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations; • The audit report included in this annual report is prepared by an auditor which the U.S.
Risks Relating to Doing Business in China We are subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following: • Changes in the political and economic policies of the PRC government may materially and adversely affect the Group’s business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies; • There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations; 20 Table of Contents • The audit report included in this annual report is prepared by an auditor which the U.S.
Manyun Cold Chain primarily provides freight matching services for the cold chain logistics sector and operates Yunmanman Cold Chain apps. (6) Jiangsu Yunmanman and another subsidiary of Lucky Logistics Information Limited each holds 50.0% of the equity interest in Jiangsu Manyun Technology Industry Co., Ltd, or Manyun Technology. (7) Mr. Peter Hui Zhang and Ms.
Manyun Cold Chain primarily provides freight matching services for the cold chain logistics sector and operates Yunmanman Cold Chain apps. (5) Jiangsu Yunmanman and another subsidiary of Lucky Logistics Information Limited each holds 50.0% of the equity interest in Jiangsu Manyun Technology Industry Co., Ltd, or Manyun Technology. (6) Mr. Peter Hui Zhang and Ms.
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 eight 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.
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 eight 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.
In particular, if the PCAOB finds its ability to completely inspect and investigate registered public accounting firms headquartered in mainland China or Hong Kong is obstructed by the PRC authorities in any way in the future, the PCAOB may act immediately to consider the need to issue new determinations consistent with the HFCA Act.
In particular, if the PCAOB finds its ability to completely inspect and investigate registered public accounting firms headquartered in Chinese Mainland or Hong Kong is obstructed by the PRC authorities in any way in the future, the PCAOB may act immediately to consider the need to issue new determinations consistent with the HFCA Act.
These delistings have introduced greater confusion and uncertainty about the status and prospects of Chinese companies listed on the U.S. stock exchanges. On April 9, 2025, amid the escalation of trade war between the U.S. and China, the U.S. Secretary of the State, Scott Bessent, indicated the possibility of delisting U.S.-listed China-based issuers.
These delistings have introduced greater confusion and uncertainty about the status and prospects of Chinese companies listed on the U.S. stock exchanges. On April 9, 2025, amid the escalation of trade war between the U.S. and China, the U.S. Secretary of the Treasury, Scott Bessent, indicated the possibility of delisting U.S.-listed China-based issuers.
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, 2024, 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, 2025, our management has concluded that our internal control over financial reporting is effective. See “Item 15.
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 Chinese Mainland or Hong Kong, including our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP.
Ltd., or the Parent, which is a Cayman holding company, the consolidated affiliates and our subsidiaries as of December 31, 2023 and 2024 and for the years ended 2022, 2023 and 2024. 10 Table of Contents The following tables present the condensed consolidated schedule of results of operation data for the periods indicated.
Ltd., or the Parent, which is a Cayman holding company, the consolidated affiliates and our subsidiaries as of December 31, 2024 and 2025 and for the years ended 2023, 2024 and 2025. 10 Table of Contents The following tables present the condensed consolidated schedule of results of operation data for the periods indicated.
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, 2024.
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, 2025.
(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.
(formerly known as Full Truck Alliance Information Technology 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.
Furthermore, continued turbulence in the international markets may adversely affect our ability or plan to access the capital markets. 30 Table of Contents We could be adversely affected by political tensions between the United States and China.
Furthermore, continued turbulence in the international markets may adversely affect our ability or plan to access the capital markets. 31 Table of Contents We could be adversely affected by political tensions between the United States and China.
Furthermore, the competent government authorities may also initiate a cybersecurity review against the relevant operators where the authorities believe that the network product or service or data processing activities affect or may affect national security. 23 Table of Contents On July 30, 2021, the PRC State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021.
Furthermore, the competent government authorities may also initiate a cybersecurity review against the relevant operators where the authorities believe that the network product or service or data processing activities affect or may affect national security. On July 30, 2021, the PRC State Council promulgated the Regulations on Security Protection of Critical Information Infrastructure, which became effective on September 1, 2021.
Risk Factors—Risks Relating to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and its implementing rules and how they may impact the Group’s business, financial condition and results of operations.” Cash Transfers within Our Corporate Structure Full Truck Alliance Co.
Risk Factors—Risks Relating to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and its implementing rules and how they may impact the Group’s business, financial condition and results of operations.” 7 Table of Contents Cash Transfers within Our Corporate Structure Full Truck Alliance Co.
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.
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. 60 Table of Contents There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
The consolidated affiliates made loan repayments to our Company in 2024. The consolidated affiliates did not make cash transfers to our Company in 2022 and 2023. Our subsidiaries made cash transfers to the consolidated affiliates primarily in the form of intercompany loans to finance the consolidated affiliates’ operations and other cash transfers in 2022, 2023 and 2024.
The consolidated affiliates made loan repayments to our Company in 2024 and 2025. The consolidated affiliates did not make cash transfers to our Company in 2023. Our subsidiaries made cash transfers to the consolidated affiliates primarily in the form of intercompany loans to finance the consolidated affiliates’ operations and other cash transfers in 2023, 2024 and 2025.
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. 31 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.
Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of the Group VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.” 5 Table of Contents There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the Group VIEs and their nominee shareholders.
Risk Factors—Risks Relating to Our Corporate Structure—The shareholders of the Group VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.” There are also uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the Group VIEs and their nominee shareholders.
The consolidated affiliates made loan repayments and other cash transfers to our subsidiaries in 2022, 2023 and 2024. The Group VIEs did not pay any service fee under the exclusive service agreements in 2022, 2023 and 2024.
The consolidated affiliates made loan repayments and other cash transfers to our subsidiaries in 2023, 2024 and 2025. The Group VIEs did not pay any service fee under the exclusive service agreements in 2023, 2024 and 2025.
However, the ultimate determination of our PFIC status for any year cannot be made until the end of that year and will depend, in part, on the trading price of our ADSs for the relevant quarterly testing dates. Therefore, there can be no assurance that we will not be a PFIC for 2025 or any future taxable year.
The ultimate determination of our PFIC status for any year cannot be made until the end of that year and will depend, in part, on the trading price of our ADSs for the relevant quarterly testing dates. Therefore, there can be no assurance that we will not be a PFIC for 2026 or any future taxable year.
The subsidiaries made loan repayments to our Company in 2022, 2023 and 2024. Our Company made cash transfers to the consolidated affiliates in the form of intercompany loans in 2022 and 2024 to finance the consolidated affiliates’ operations. Our company did not make cash transfers to the consolidated affiliates in 2023.
The subsidiaries made loan repayments to our Company in 2023, 2024 and 2025. Our Company made cash transfers to the consolidated affiliates in the form of intercompany loans in 2024 to finance the consolidated affiliates’ operations. Our company did not make cash transfers to the consolidated affiliates in 2023 and 2025.
If such past practices were found by the regulatory authorities to be in violation of the applicable regulations, we would be subject to penalties, such as confiscation of illegal gains and fines, which could have an adverse impact on the Group’s business, financial condition and results of operations.
If any of our practices were found by the regulatory authorities to be in violation of the applicable regulations, we would be subject to penalties, such as confiscation of illegal gains and fines, which could have an adverse impact on the Group’s business, financial condition and results of operations.
In particular, under PRC laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital.
Under PRC laws, rules and regulations, each of our subsidiaries and the consolidated affiliates incorporated in China is required to set aside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital.
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.
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. 56 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.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. 73 Table of Contents Holders of our ADSs may be subject to limitations on transfer of their ADSs.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. Holders of our ADSs may be subject to limitations on transfer of their ADSs.
Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. We are dependent on app stores to distribute the Group’s mobile apps.
Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects. 46 Table of Contents We are dependent on app stores to distribute the Group’s mobile apps.
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.
Accordingly, holders of ADSs may be unable to participate in our rights offerings in the future and may experience dilution in their holdings. 74 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.
As a result of the foregoing, the value of your investment could be materially reduced. 56 Table of Contents The dual-class structure of our share capital may render the ADSs ineligible for inclusion in certain stock market indices, and thus adversely affect the market price and liquidity of the ADSs.
As a result of the foregoing, the value of your investment could be materially reduced. The dual-class structure of our share capital may render the ADSs ineligible for inclusion in certain stock market indices, and thus adversely affect the market price and liquidity of the ADSs.
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.
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. 48 Table of Contents We do not have key man insurance for our directors, executive officers, senior management or other key employees.
You may not realize a return on your investment in the ADSs and you may even lose your entire investment in such securities. 71 Table of Contents Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
You may not realize a return on your investment in the ADSs and you may even lose your entire investment in such securities. Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.
The loss of interoperability, whether due to actions of third parties or otherwise, could adversely affect the Group’s business. 44 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.
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.
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 nine insignificant subsidiaries that are wholly-owned by Jiangsu Yunmanman. (9) 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. (7) Include ten insignificant subsidiaries that are wholly-owned by Jiangsu Yunmanman. (8) In March 2021, Guizhou FTA became a Group VIE.
We cannot assure you that our consolidated affiliates will be able to continue to receive such government grants on similar terms, or at all. Some local government authorities reduced the amount of such government grants in 2024.
We cannot assure you that our consolidated affiliates will be able to continue to receive such government grants on similar terms, or at all. Some local government authorities reduced the amount of such government grants in recent years.
Based on notification by the CRO, we have resumed new user registration on the Yunmanman and Huochebang apps since June 29, 2022. On July 10, 2021, the CAC and other related authorities released the draft amendment to the Rules on Cybersecurity Review for public comments through July 25, 2021.
Based on notification by the CRO, we have resumed new user registration on the Yunmanman and Huochebang apps since June 29, 2022. 24 Table of Contents On July 10, 2021, the CAC and other related authorities released the draft amendment to the Rules on Cybersecurity Review for public comments through July 25, 2021.
Under the revised judicial interpretation, such total annual percentage rates (inclusive of any default rate, default penalty and any other fee) exceeding four times that of China’s benchmark one-year loan prime rate, or LPR, as published each month will not be legally protected. Based on the LPR of 3.10% as published on March 20, 2025, such cap would be 12.4%.
Under the revised judicial interpretation, such total annual percentage rates (inclusive of any default rate, default penalty and any other fee) exceeding four times that of China’s benchmark one-year loan prime rate, or LPR, as published each month will not be legally protected. Based on the LPR of 3.0% as published on March 20, 2026, such cap would be 12.0%.
In connection with these meetings, we were also from time to time requested to furnish materials regarding our business practices with respect to the relevant topics. Going forward, we may continue to be required to attend similar meetings or become subject to regulatory inquiries or investigations with PRC regulators.
In connection with these regulatory advice and mandates, we were also from time to time requested to furnish materials regarding our business practices with respect to the relevant topics. Going forward, we may continue to be required to attend similar meetings or become subject to regulatory inquiries, investigations or requirements with PRC regulators.
Peter Hui Zhang, our founder, chairman and chief executive officer, beneficially owns all the Class B ordinary shares issued and outstanding, which, together with the Class A ordinary shares he beneficially owns, represent 77.3% of the voting power of our total issued and outstanding shares as of March 31, 2025. As a result, Mr.
Peter Hui Zhang, our founder, chairman and chief executive officer, beneficially owns all the Class B ordinary shares issued and outstanding, which, together with the Class A ordinary shares he beneficially owns, represent 77.2% of the voting power of our total issued and outstanding shares as of March 31, 2026. As a result, Mr.
We intend to rely on all of the exemptions described above. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE. 77 Table of Contents
We intend to rely on all of the exemptions described above. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE.
As such, we may not be able to achieve, maintain or increase profitability in the future. 29 Table of Contents We face risks associated with the cargo transported using the freight matching service and vicarious liability for vehicles registered with the Group.
As such, we may not be able to achieve, maintain or increase profitability in the future. We face risks associated with the cargo transported using the freight matching service and vicarious liability for vehicles registered with the Group.
(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 and Mr. Peter Hui Zhang hold 82.5%, 10.0% and 7.5% of equity interest in Manyun Cold Chain, respectively.
(3) Include two insignificant subsidiaries that are majority-controlled by FTA. 4 Table of Contents (4) Manyun Software, Tianjin Zhihui Yunli Management Consulting Partnership (Limited Partners), or Tianjin Zhihui and Mr. Peter Hui Zhang hold 82.5%, 10.0% and 7.5% of equity interest in Manyun Cold Chain, respectively.
Organizational Structure—Contractual Arrangements with the Group VIEs.” We are subject to risks associated with our contractual arrangements with the Group VIEs. Our Company and its investors may never have a direct ownership interest in the businesses that are conducted by the Group VIEs.
Organizational Structure—Contractual Arrangements with the Group VIEs.” 5 Table of Contents We are subject to risks associated with our contractual arrangements with the Group VIEs. Our Company and its investors may never have a direct ownership interest in the businesses that are conducted by the Group VIEs.

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Biggest changeLicense/Permit Holder Grant/Renew Date Expiration Date Value-Added Telecommunication Business Operation License Manyun Software January 23, 2024 January 5, 2027 Permit for Road Transport Business Manyun Software December 31, 2023 December 31, 2025 Value-Added Telecommunication Business Operation License Manyun Cold Chain March 30, 2023 September 13, 2026 Permit for Road Transport Business Manyun Cold Chain July 19, 2023 July 18, 2027 Approval of the Establishment of Huochebang Microfinance Huochebang Microfinance July 13, 2016 N/A Approval of the Operation of Huochebang Microfinance Huochebang Microfinance December 15, 2016 N/A Permit for Insurance Brokerage Business Shan’en Insurance February 20, 2024 March 4, 2027 Permit for Road Transport Business Shan’en Technology November 26, 2024 November 25, 2028 97 Table of Contents Value-Added Telecommunication Business Operation License Shan’en Technology August 28, 2023 December 19, 2026 Value-Added Telecommunication Business Operation License Hainan Manyun Software Technology Co., Ltd, or Hainan Manyun May 22, 2020 May 22, 2025 Permit for Road Transport Business Hainan Manyun May 23, 2024 May 22, 2025 Value-Added Telecommunication Business Operation License Jiangsu Yunmanman Tongcheng Information Technology Co., Ltd., or Jiangsu Tongcheng January 23, 2024 November 3, 2027 Permit for Road Transport Business Jiangsu Tongcheng September 15, 2023 September 14, 2027 Regulatory Matters The following is a summary of the most significant rules and regulations that affect our business activities in China or the rights of our shareholders to receive dividends and other distributions from us.
Biggest changeDecember 31, 2025 December 30, 2029 Value-Added Telecommunication Business Operation License Jiangsu Yunmanman Tongcheng Information Technology Co., Ltd., or Jiangsu Tongcheng January 23, 2024 November 3, 2027 Permit for Road Transport Business Jiangsu Tongcheng September 15, 2023 September 14, 2027 99 Table of Contents Regulatory Matters The following is a summary of the most significant rules and regulations that affect our business activities in China or the rights of our shareholders to receive dividends and other distributions from us.
The Rules of the State Council on Declaration Threshold for Concentration of Undertakings, were promulgated by the SAMR on the January 22, 2024 and came into effect on the same day, which raises the reporting thresholds for concentration of undertakings, and adds circumstances that need an advanced declaration.
The Rules of the State Council on Declaration Threshold for Concentration of Undertakings, were promulgated by the SAMR on January 22, 2024 and came into effect on the same day, which raises the reporting thresholds for concentration of undertakings, and adds circumstances that need an advanced declaration.
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.
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.
FTA Information, our subsidiary, exercised control over Guiyang Huochebang through a series of contractual arrangements with Guiyang Huochebang and its shareholders.
FTA Information, our subsidiary, exercised control over Guiyang Huochebang through a series of contractual arrangements with Guiyang Huochebang 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.
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.
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.
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.
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 Yunmanman on January 1, 2022.
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 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 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 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.
The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed and all secured indebtedness have been fully paid, whichever is later.
The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed and all secured indebtedness have been fully paid, whichever is later.
Pursuant to the power of attorney entered into on October 25, 2021, the shareholders of Manyun Software as a whole have irrevocably authorized Jiangsu Yunmanman to exercise the following rights relating to all equity interests held by such shareholders in Manyun Software 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 Manyun Software according to the applicable PRC laws and Manyun Software’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights in shareholders’ meetings, including but not limited to designating and appointing the directors of Manyun Software; (ii) asset transfer, capital reduction and capital increase of Manyun Software; and (iii) other decisions that would have a material effect on Manyun Software’s assets and operations. 121 Table of Contents On November 16, 2021, each of the shareholders of Shan’en Technology executed a power of attorney to irrevocably authorized FTA Information to exercise certain rights relating to all equity interests held by such shareholder in Shan’en Technology during the term of the power of attorney.
Pursuant to the power of attorney entered into on October 25, 2021, the shareholders of Manyun Software as a whole have irrevocably authorized Jiangsu Yunmanman to exercise the following rights relating to all equity interests held by such shareholders in Manyun Software 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 Manyun Software according to the applicable PRC laws and Manyun Software’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights in shareholders’ meetings, including but not limited to designating and appointing the directors of Manyun Software; (ii) asset transfer, capital reduction and capital increase of Manyun Software; and (iii) other decisions that would have a material effect on Manyun Software’s assets and operations. 123 Table of Contents On November 16, 2021, each of the shareholders of Shan’en Technology executed a power of attorney to irrevocably authorized FTA Information to exercise certain rights relating to all equity interests held by such shareholder in Shan’en Technology during the term of the power of attorney.
It can also order the suspension of relevant business or suspend business for rectification, notify the relevant competent authority to revoke the relevant permits or the business license; impose a fine of RMB100,000 up to RMB1 million on the directly responsible person in charge and other directly responsible personnel, and may decide to prohibit he/she serves as a director, supervisor, senior manager and person in charge of personal information protection of related companies within a certain period of time. 109 Table of Contents Pursuant to the Regulations on Network Data Security Management, when providing other network data processors with personal information and important data or entrusts other network data processors to process personal information and important data, a network data processor shall, by contract or otherwise, agree with the network data recipient on the processing purpose, method and scope as well as the security protection obligations of the network data recipient, and supervise the network data recipient’s performance of such obligations.
It can also order the suspension of relevant business or suspend business for rectification, notify the relevant competent authority to revoke the relevant permits or the business license; impose a fine of RMB100,000 up to RMB1 million on the directly responsible person in charge and other directly responsible personnel, and may decide to prohibit he/she serves as a director, supervisor, senior manager and person in charge of personal information protection of related companies within a certain period of time. 111 Table of Contents Pursuant to the Regulations on Network Data Security Management, when providing other network data processors with personal information and important data or entrusts other network data processors to process personal information and important data, a network data processor shall, by contract or otherwise, agree with the network data recipient on the processing purpose, method and scope as well as the security protection obligations of the network data recipient, and supervise the network data recipient’s performance of such obligations.
In the opinion of CM Law Firm, our PRC legal counsel: • the ownership structures of Jiangsu Yunmanman, FTA Information, Yixing Manxian, Manyun Software, Shan’en Technology and Manyun Cold Chain in China do not violate any applicable PRC law, regulation, or rule currently in effect; and • before the termination date of the contractual arrangements with respect to Beijing Manxin, Shanghai Xiwei, and Guizhou FTA, the ownership structures of Jiangsu Yunmanman, FTA Information, Beijing Manxin, Shanghai Xiwei and Guizhou FTA in China do not violate any applicable PRC law, regulation, or rule then in effect; • the contractual arrangements with respect to Manyun Software, Shan’en Technology and Manyun Cold Chain governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and do not violate any applicable PRC law, regulation, or rule currently in effect; and 119 Table of Contents • before the termination date of the contractual arrangements with respect to Beijing Manxin, Shanghai Xiwei, and Guizhou FTA, the contractual arrangements governed by PRC laws were valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations then in effect, and do not violate any applicable PRC law, regulation, or rule then in effect.
In the opinion of CM Law Firm, our PRC legal counsel: • the ownership structures of Jiangsu Yunmanman, FTA Information, Yixing Manxian, Manyun Software, Shan’en Technology and Manyun Cold Chain in China do not violate any applicable PRC law, regulation, or rule currently in effect; and • before the termination date of the contractual arrangements with respect to Beijing Manxin, Shanghai Xiwei, and Guizhou FTA, the ownership structures of Jiangsu Yunmanman, FTA Information, Beijing Manxin, Shanghai Xiwei and Guizhou FTA in China do not violate any applicable PRC law, regulation, or rule then in effect; • the contractual arrangements with respect to Manyun Software, Shan’en Technology and Manyun Cold Chain governed by PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently in effect, and do not violate any applicable PRC law, regulation, or rule currently in effect; and 121 Table of Contents • before the termination date of the contractual arrangements with respect to Beijing Manxin, Shanghai Xiwei, and Guizhou FTA, the contractual arrangements governed by PRC laws were valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations then in effect, and do not violate any applicable PRC law, regulation, or rule then in effect.
The Group’s freight matching services and value-added services are accessible through Yunmanman shipper and trucker mobile apps, Huochebang shipper and trucker mobile apps, Shengsheng mobile apps and Yunmanman Cold Chain shipper and trucker mobile apps. Freight Matching Services The Group provides a range of freight matching services that cater to the specific needs of shippers and truckers.
The Group’s freight matching services and value-added services are primarily accessible through Yunmanman shipper and trucker mobile apps, Huochebang shipper and trucker mobile apps, Shengsheng mobile apps and Yunmanman Cold Chain shipper and trucker mobile apps. Freight Matching Services The Group provides a range of freight matching services that cater to the specific needs of shippers and truckers.
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. 122 Table of Contents On November 16, 2021, FTA Information, Shan’en Technology and its shareholders entered into an exclusive option agreement, pursuant to which Shan’en Technology and each of its shareholders have irrevocably granted FTA Information irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Shan’en Technology.
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. 124 Table of Contents On November 16, 2021, FTA Information, Shan’en Technology and its shareholders entered into an exclusive option agreement, pursuant to which Shan’en Technology and each of its shareholders have irrevocably granted FTA Information irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Shan’en Technology.
Such agreement contains terms substantially similar to the equity interest pledge agreement described above. 120 Table of Contents On May 24, 2022, Yixing Manxian (as pledgee), Manyun Cold Chain and its shareholders entered into an equity interest pledge agreement, as amended and restated on January 2, 2025, pursuant to which each shareholder of Manyun Cold Chain has pledged all of such shareholder’s equity interest in Manyun Cold Chain as a security interest, as applicable, to respectively guarantee Manyun Cold Chain and its shareholders’ performance of their obligations under the relevant contractual arrangements.
Such agreement contains terms substantially similar to the equity interest pledge agreement described above. 122 Table of Contents On May 24, 2022, Yixing Manxian (as pledgee), Manyun Cold Chain and its shareholders entered into an equity interest pledge agreement, as amended and restated on January 2, 2025, pursuant to which each shareholder of Manyun Cold Chain has pledged all of such shareholder’s equity interest in Manyun Cold Chain as a security interest, as applicable, to respectively guarantee Manyun Cold Chain and its shareholders’ performance of their obligations under the relevant contractual arrangements.
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. 116 Table of Contents C.
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. 118 Table of Contents C.
Furthermore, according to the Announcement on Relevant Policies for Deepening Value-added Tax Reform jointly promulgated by the Ministry of Finance, the SAT and the General Administration of Customs, which became effective on April 1, 2019, the taxable goods or sales activities previously subject to VAT rates of 10% become subject to lower VAT rates of 9% respectively starting from April 1, 2019.
Furthermore, according to the Announcement on Relevant Policies for Deepening Value-added Tax Reform jointly promulgated by the Ministry of Finance, the SAT and the General Administration of Customs, which became effective on April 1, 2019, the taxable goods or sales activities previously subject to VAT rates of 10% became subject to lower VAT rates of 9% starting from April 1, 2019.
The consolidated affiliates issue VAT invoices to shippers that they can in turn use for tax deductions, solving a significant pain point for many shippers when contracting with truckers. Shippers can track the transaction and the status of their order at each step in real-time and make payment for freight fees online.
As freight brokers, the consolidated affiliates issue VAT invoices to shippers that they can in turn use for tax deductions, solving a significant pain point for many shippers when contracting with truckers. Shippers can track the transaction and the status of their order at each step in real-time and make payment for freight fees online.
In addition, pursuant to the VAT Law, all enterprise providing transportation services in the PRC must pay VAT at a rate of 11%. On April 4, 2018, the Ministry of Finance and the SAT issued the Notice on Adjustment of Value-added Tax Rates, which came into effect on May 1, 2018.
In addition, pursuant to the VAT Law, all enterprises providing transportation services in the PRC must pay VAT at a rate of 11%. On April 4, 2018, the Ministry of Finance and the SAT issued the Notice on Adjustment of Value-added Tax Rates, which came into effect on May 1, 2018.
The purchase price for the equity interests in Guizhou FTA shall equal to the minimum price permitted by PRC law. This agreement will remain effective until all equity interests of Guizhou FTA held by its shareholders have been transferred or assigned to FTA Information or its designated entities or persons. 126 Table of Contents D.
The purchase price for the equity interests in Guizhou FTA shall equal to the minimum price permitted by PRC law. This agreement will remain effective until all equity interests of Guizhou FTA held by its shareholders have been transferred or assigned to FTA Information or its designated entities or persons. 128 Table of Contents D.
Risk Factors—Risks Relating to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and its implementing rules and how they may impact the Group’s business, financial condition and results of operations.” The Group had obtained all requisite licenses, approvals and permits from relevant authorities that are material to its operations in China as of the date of this annual report.
Risk Factors—Risks Relating to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the newly enacted PRC Foreign Investment Law and its implementing rules and how they may impact the Group’s business, financial condition and results of operations.” 98 Table of Contents The Group had obtained all requisite licenses, approvals and permits from relevant authorities that are material to its operations in China as of the date of this annual report.
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. 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 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. 125 Table of Contents Power of Attorney .
Shippers also have the option to settle shipping fees through other channels. 83 Table of Contents 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 also have the option to settle shipping fees through other channels. 85 Table of Contents 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.
As of December 31, 2024, the amount of guarantee liabilities in relation to our loan guarantee arrangements was immaterial. Insurance Brokerage The Group partners with insurance companies through a consolidated affiliate to offer both shippers and truckers a variety of insurance policies related to logistics transactions.
As of December 31, 2025, the amount of guarantee liabilities in relation to our loan guarantee arrangements was immaterial. Insurance Brokerage The Group partners with insurance companies through a consolidated affiliate to offer both shippers and truckers a variety of insurance policies related to logistics transactions.
However, there are substantial uncertainties regarding the interpretation and application of current PRC laws and regulations related to the contractual arrangements.
However, there are uncertainties regarding the interpretation and application of current PRC laws and regulations related to the contractual arrangements.
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. 89 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.
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.
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 and took effective on March 20, 2026, 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.
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.
The value-added services other than the insurance brokerage services are primarily conducted by Jiangsu Yunmanman, FTA Information and their respective subsidiaries. 80 Table of Contents 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.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company 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 Company was incorporated as an exempted company by way of consolidation of Full Truck Logistics Information Co.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company 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. 79 Table of Contents Our Company was incorporated as an exempted company by way of consolidation of Full Truck Logistics Information Co.
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. 80 Table of Contents • 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. 82 Table of Contents • Transaction Service .
Truckers receive recommended shipping orders when the system identifies suitable freights located on or near truckers’ preferred routes. • Pricing Algorithms . The Group’s machine learning-based pricing algorithms estimate freight prices, which are used by shippers as references in price negotiations. The pricing methodology depends on the availability of comparable historical transaction data.
Truckers receive recommended shipping orders when the system identifies suitable freights located on or near truckers’ preferred routes. 91 Table of Contents • Pricing Algorithms . The Group’s machine learning-based pricing algorithms estimate freight prices, which are used by shippers as references in price negotiations. The pricing methodology depends on the availability of comparable historical transaction data.
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.
Truckers are not the Group’s employees, and most of the truckers on the FTA platform are individual owner-operators, who operate a vehicle pool that can satisfy diverse shipping needs, ranging from 1.8-meter-long minivans to 17.5-meter-long heavy-duty trucks. The principal types of trucks on the FTA platform include: • Dry Van Trucks (箱式卡车).
Truckers are not the Group’s employees, and most of the truckers on the FTA platform are individual owner-operators, who operate a vehicle pool that can satisfy diverse shipping needs, ranging from 1.8-meter-long minivans to 17.5-meter-long heavy-duty trucks. The principal types of trucks on the FTA platform include: 88 Table of Contents • Dry Van Trucks (箱式卡车).
Shan’en Insurance, which is a subsidiary of our variable interest entities, holds a license to conduct insurance brokerage business. 104 Table of Contents Regulations on Online Payment On June 14, 2010, the PBOC promulgated the Administrative Measures of People’s Bank of China on Payment Services of Non-financial Institutions, or the Payment Services Measures, which was latest amended on April 29, 2020.
Shan’en Insurance, which is a subsidiary of our variable interest entities, holds a license to conduct insurance brokerage business. Regulations on Online Payment On June 14, 2010, the PBOC promulgated the Administrative Measures of People’s Bank of China on Payment Services of Non-financial Institutions, or the Payment Services Measures, which was latest amended on April 29, 2020.
The non-compete restricted period typically expires two years after the termination of employment, and the Group agrees to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period. Our employees in China have established a labor union in accordance with PRC laws.
The non-compete restricted period typically expires two years after the termination of employment, and the Group agrees to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period. 96 Table of Contents Our employees in China have established a labor union in accordance with PRC laws.
Small loan companies are also required to accept public scrutiny supervision and are prohibited from carrying out illegal fund-raising in any form. 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. 103 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.
In addition, competent departments and administration departments of each important industry and field, or the Protection Departments, shall be responsible to formulate determination rules and determine the critical information infrastructure operator in the respective important industry or field. The result of the determination of critical information infrastructure operator shall be informed to the operator.
In addition, competent departments and administration departments of each important industry and field, or the Protection Departments, shall be responsible to formulate determination rules and determine the critical information infrastructure operator in the respective important industry or field.
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. 90 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.
With the transaction standards established by us, they also have higher certainty of freight fee collection and shorter receivable days. 81 Table of Contents • End-to-End Solutions and Smarter Operations . The Group provides end-to-end solutions with transaction capabilities to shippers and truckers, which enable them to operate in a smarter and more efficient manner.
With the transaction standards established by us, they also have higher certainty of freight fee collection and shorter receivable days. • End-to-End Solutions and Smarter Operations . The Group provides end-to-end solutions with transaction capabilities to shippers and truckers, which enable them to operate in a smarter and more efficient manner.
The Group is committed to offering services and solutions that meet the high quality standards of shippers and improve truckers’ ability to manage their driving uptime and safety. 91 Table of Contents • Quality Governance . The Group’s senior management team is held in high regard for its strong focus on business ethics.
The Group is committed to offering services and solutions that meet the high quality standards of shippers and improve truckers’ ability to manage their driving uptime and safety. • Quality Governance . The Group’s senior management team is held in high regard for its strong focus on business ethics.
The Group’s policies require products and services that involve access to or processing of sensitive data to be subject to separate assessment and approval procedures, and the Group monitors employee’s access to such data. The Group encrypts its data transmission, especially user data transmission, using sophisticated security protocols and algorithms to ensure confidentiality.
The Group’s policies require products and services that involve access to or processing of sensitive data to be subject to separate assessment and approval procedures, and the Group monitors employee’s access to such data. 94 Table of Contents The Group encrypts its data transmission, especially user data transmission, using sophisticated security protocols and algorithms to ensure confidentiality.
The equity interest pledges by the shareholders of Beijing Manxin pursuant to the equity interest pledge agreements were registered with the relevant local counterpart of the SAMR. 124 Table of Contents Spousal Consent Letters .
The equity interest pledges by the shareholders of Beijing Manxin pursuant to the equity interest pledge agreements were registered with the relevant local counterpart of the SAMR. 126 Table of Contents Spousal Consent Letters .
The equity interest pledges by the shareholders of Guizhou FTA pursuant to the equity interest pledge agreements were registered with the relevant local counterpart of the SAMR. 125 Table of Contents Spousal Consent Letters .
The equity interest pledges by the shareholders of Guizhou FTA pursuant to the equity interest pledge agreements were registered with the relevant local counterpart of the SAMR. 127 Table of Contents Spousal Consent Letters .
We have evolved from a directory of freight listing service to an ecosystem that enables logistics transactions from end to end with data-driven technology and a comprehensive range of value-added services. 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 listing service to an ecosystem that enables logistics transactions from end to end with data-driven technology and a comprehensive range of value-added services. 81 Table of Contents The diagram below illustrates the major components of the FTA platform. Freight Matching Services • Freight Listing Service.
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. 113 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.
The Group provides logistic solutions to companies of all sizes, from small business owners to express delivery companies and manufacturers. The FTA platform offers shippers compelling value propositions, including access to reliable truckers and cost savings. 86 Table of Contents Truckers The Group has a large network of reliable truckers.
The Group provides logistic solutions to companies of all sizes, from small business owners to express delivery companies and manufacturers. The FTA platform offers shippers compelling value propositions, including access to reliable truckers and cost savings. Truckers The Group has a large network of reliable truckers.
According to such notice, the taxable goods or sales activities previously subject to VAT rates of 11% become subject to lower VAT rates of 10% starting from May 1, 2018.
According to such notice, the taxable goods or sales activities previously subject to VAT rates of 11% became subject to lower VAT rates of 10% starting from May 1, 2018.
The Interim Provisions Against Unfair Competition in Cyberspace stipulates that a platform operator shall strengthen the standardization and management of competition acts within the platform, and shall take necessary disposal measures in a timely manner, keep relevant records, and report to the local administration for market regulation at or above the county level of the place where the platform operator is domiciled in accordance with the regulations if it is found that an operator using the platform has adopted an unfair competition method, has illegally sold goods or provided services, or has infringed upon the lawful rights and interests of consumers.
On May 6, 2024, the SAMR promulgated the Interim Provisions Against Unfair Competition in Cyberspace.The Interim Provisions Against Unfair Competition in Cyberspace stipulates that a platform operator shall strengthen the standardization and management of competition acts within the platform, and shall take necessary disposal measures in a timely manner, keep relevant records, and report to the local administration for market regulation at or above the county level of the place where the platform operator is domiciled in accordance with the regulations if it is found that an operator using the platform has adopted an unfair competition method, has illegally sold goods or provided services, or has infringed upon the lawful rights and interests of consumers.
Shippers are supported by software that improves their operations such as transportation management systems as well as artificial intelligence, or AI, models that recommend suitable pricing for shipments. Truckers are supported by software and AI models that recommend suitable shipments and simplify their operations. • Greater Assurance of Service Quality .
Shippers are supported by software that improves their operations such as transportation management systems as well as artificial intelligence, or AI, models that recommend suitable pricing for shipments. Truckers are supported by software and AI models that recommend suitable shipments and simplify their operations. 83 Table of Contents • Greater Assurance of Service Quality .
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.
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.
The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) was promulgated by the Ministry of Finance, on December 25, 1993, which was subsequently amended in 2008 and 2011.
The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) were promulgated by the Ministry of Finance on December 25, 1993, and were subsequently amended in 2008 and 2011.
The Group believes its policies and practice with respect to data privacy and security are in compliance with applicable laws and consistent with prevalent industry practice in all material respects. Customer Services As of December 31, 2024, the Group’s customer service team consisted of 992 members.
The Group believes its policies and practice with respect to data privacy and security are in compliance with applicable laws and consistent with prevalent industry practice in all material respects. Customer Services As of December 31, 2025, the Group’s customer service team consisted of 1370 members.
On January 2, 2025, Yixing Manxian, Manyun Cold Chain and its shareholders entered into amended and restated contractual arrangements due to changes in ownership structure of Yixing Manxian and Manyun Cold Chain. The amended and restated contractual arrangements did not change the scope of the Group VIEs.
On January 2, 2025, Yixing Manxian, Manyun Cold Chain and its shareholders entered into amended and restated contractual arrangements due to changes in ownership structure of Yixing Manxian and Manyun Cold Chain. The amended and restated contractual arrangements did not change the scope of the Group VIEs. The Group VIEs are Manyun Software, Shan’en Technology and Manyun Cold Chain.
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, 2024, the FTA platform had 1.05 million 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, 2025, the FTA platform had 1.32 million shipper users with active paying memberships.
In May 2022, Yixing Manxian, our PRC subsidiary, gained control over Manyun Cold Chain, which was a majority-owned subsidiary of Manyun Software, through a series of contractual arrangements with Manyun Cold Chain and its shareholders. 117 Table of Contents The following diagram illustrates our corporate structure with our principal subsidiaries as of December 31, 2024.
In May 2022, Yixing Manxian, our PRC subsidiary, gained control over Manyun Cold Chain, which was a majority-owned subsidiary of Manyun Software, through a series of contractual arrangements with Manyun Cold Chain and its shareholders. The following diagram illustrates our corporate structure with our principal subsidiaries as of December 31, 2025.
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.
(12) Previously, Guiyang Huochebang was a Group VIE. 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.
The Group started its business by operating a freight listing platform, where shippers post shipping orders and truckers contact shippers to secure their next shipping orders. In 2024, the Group facilitated 197.2 million fulfilled orders . The Group primarily serves the long-haul shipping needs within the FTL segment, and also provide LTL and intra-city logistics services.
The Group started its business by operating a freight listing platform, where shippers post shipping orders and truckers contact shippers to secure their next shipping orders. In 2025, the Group facilitated 236.3 million fulfilled orders . The Group primarily serves the long-haul shipping needs within the FTL segment, and also provide LTL and intra-city logistics services.
As of December 31, 2024, over 6.0 million users used at least one of the Group’s value-added services. Credit Solutions We provide truckers with cash credit solutions and shippers with working capital loans, which are primarily funded by us through our small loan company, which is one of our PRC subsidiaries.
As of December 31, 2025, over 7.23 million users used at least one of the Group’s value-added services. Credit Solutions We provide truckers with cash credit solutions and shippers with working capital loans, which are primarily funded by us through our small loan company, which is one of our PRC subsidiaries.
It only collaborates with business partners that have a reliable track record to ensure the quality of value-added services offered to users. Our Scale and Financial Performance We have grown rapidly and reached significant scale in recent years. In 2023 and 2024, the Group facilitated 158.8 million and 197.2 million fulfilled orders, respectively, representing a 24.1% year-over-year growth.
It only collaborates with business partners that have a reliable track record to ensure the quality of value-added services offered to users. Our Scale and Financial Performance We have grown rapidly and reached significant scale in recent years. In 2024 and 2025, the Group facilitated 197.2 million and 236.3 million fulfilled orders, respectively, representing a 19.8% year-over-year growth.
Our relevant business may need to be adjusted in accordance with this regulation. 101 Table of Contents Regulations Related to Credit Solutions Regulations on Small Loan Business In May 2008, the China Banking Regulatory Commission, or the CBRC, which is the predecessor of the the National Administration of Financial Regulation, or the NAFR and the People’s Bank of China, or the PBOC, jointly promulgated the Guidance on the Pilot Operation of Small Loan Companies, or the Pilot Guidance, pursuant to which a micro credit company is a company that specializes in operating a micro-loan business with investments from natural persons, legal entities or other social organizations, and which does not accept public deposits.
Regulations Related to Credit Solutions Regulations on Small Loan Business In May 2008, the China Banking Regulatory Commission, or the CBRC, which is the predecessor of the National Administration of Financial Regulation, or the NAFR and the People’s Bank of China, or the PBOC, jointly promulgated the Guidance on the Pilot Operation of Small Loan Companies, or the Pilot Guidance, pursuant to which a micro credit company is a company that specializes in operating a micro-loan business with investments from natural persons, legal entities or other social organizations, and which does not accept public deposits.
Each of Tianjin Full Truck Alliance Financing Assurance Co., Ltd. and Guizhou Banghuoche Financing Assurance Co., Ltd. is a subsidiary of one of our wholly foreign owned enterprises, holding a license to conduct financing guarantee business.
Tianjin Full Truck Alliance Financing Assurance Co., Ltd. is a subsidiary of one of our wholly foreign owned enterprises, holding a license to conduct financing guarantee business.
The deposits are paid to an escrow bank account at a third-party commercial bank and will be released to shipper’s bank account or refunded to trucker’s bank account upon completion or cancellation of the relevant transactions, as applicable.
The deposits are paid to an escrow bank account at a third-party commercial bank and will be released to shipper’ s bank account or refunded to trucker’ s bank account upon completion or cancellation of the relevant transactions, as applicable.
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.
Currently, the Group VIEs are Manyun Software, Shan’en Technology and Manyun Cold Chain. 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.
The Group VIEs are Manyun Software, Shan’en Technology and Manyun Cold Chain. 78 Table of Contents Manyun Software and its subsidiaries are primarily involved in operating the Yunmanman apps and Shengsheng apps and, together with Jiangsu Yunmanman, providing freight matching services, Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang apps and providing freight matching services and insurance brokerage services, and Manyun Cold Chain primarily provides freight matching services for the cold chain logistics sector and operates Yunmanman Cold Chain apps.
Manyun Software and its subsidiaries are primarily involved in operating the Yunmanman apps and Shengsheng apps and, together with Jiangsu Yunmanman, providing freight matching services, Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang apps and providing freight matching services and insurance brokerage services, and Manyun Cold Chain primarily provides freight matching services for the cold chain logistics sector and operates Yunmanman Cold Chain apps.
The Yunmanman and Huochebang brands primarily offer long-haul and LTL freight matching services, and the Shengsheng brand primarily offers intra-city freight matching services. Prior to April 2023, the Group offered intra-city freight matching services primarily through the Shengsheng Huitouche app.
The Yunmanman and Huochebang brands primarily offer long-haul and LTL freight matching services, and the Shengsheng brand primarily offers intra-city freight matching services. Prior to April 2023, the Group offered intra-city freight matching services primarily through the Shengsheng Huitouche app. Since April 2023, the Group has offered intra-city freight matching services primarily through its new Shengsheng apps.
Certain entities that are immaterial to our results of operations, business and financial condition are omitted. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%. (1) Smart Logistics Information Limited also wholly owns one insignificant subsidiary. (2) Besides Jiangsu Yunmanman, Lucky Logistics Information Limited wholly owns two insignificant subsidiaries incorporated in the PRC.
Certain entities that are immaterial to our results of operations, business and financial condition are omitted. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%. 119 Table of Contents (1) Besides Jiangsu Yunmanman, Lucky Logistics Information Limited wholly owns two insignificant subsidiaries incorporated in the PRC.
By agreeing to settle the lawsuits, FTA does not admit any allegations in the lawsuits or violation of any law or regulations. 96 Table of Contents Licenses, Permits and Approvals In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules as of the date of this annual report, we, our PRC subsidiaries and our Group VIEs, (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority.
Licenses, Permits and Approvals In connection with our previous issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules as of the date of this annual report, we, our PRC subsidiaries and our Group VIEs, (i) are not required to obtain permissions from the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or were denied such requisite permissions by any PRC authority.
Employees As of December 31, 2022, 2023 and 2024, the Group had a total of 6,795, 7,585 and 7,185 employees, respectively. The following table sets forth a breakdown of the Group’s full-time employees categorized by function as of December 31, 2024.
Employees As of December 31, 2023, 2024 and 2025, the Group had a total of 7,585, 7,185 and 8,251 employees, respectively. The following table sets forth a breakdown of the Group’s full-time employees categorized by function as of December 31, 2025.
Such fees were previously classified under “Freight listing service” and re-classified under “Transaction service” in 2024. The Group may explore other revenue models to monetize its online transaction service in the future. Value-Added Services We provide a range of value-added services primarily through our PRC subsidiaries and to a lesser extent, the consolidated affiliates.
Such fees were classified under “Transaction service” in 2023, 2024 and 2025. The Group may explore other revenue models to monetize its online transaction service in the future. 86 Table of Contents Value-Added Services We provide a range of value-added services primarily through our PRC subsidiaries and to a lesser extent, the consolidated affiliates.
The Group leases approximately 39,578 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 and other cities to house its personnel engaged in platform operations, regional corporate administration and technology support.
The Group leases approximately 41,178 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, Suzhou and other cities within and outside China to house its personnel engaged in platform operations, regional corporate administration and technology support.
The Cybersecurity Review Measures provides that, among others, (i) the purchase of cyber products and services by critical information infrastructure operators, or the CIIOs, and the network platform operators, or the Network Platform Operators, which engage in data processing activities that affects or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the CAC; and (ii) the Network Platform Operators with personal information data of more than one million users that seek for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office. 106 Table of Contents The PRC Data Security Law was promulgated on June 10, 2021 and took effect on September 1, 2021.
The Cybersecurity Review Measures provides that, among others, (i) the purchase of cyber products and services by critical information infrastructure operators, or the CIIOs, and the network platform operators, or the Network Platform Operators, which engage in data processing activities that affects or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office, the department which is responsible for the implementation of cybersecurity review under the CAC; and (ii) the Network Platform Operators with personal information data of more than one million users that seek for listing in a foreign country are obliged to apply for a cybersecurity review by the Cybersecurity Review Office.
Pursuant to the Regulations on Fair Competition Review, unless supported by any law or administrative regulation or approved by the State Council, any policy or measure drafted by a drafting entity shall not include any of the following circumstances affecting the production and operation costs: (i) granting tax preferences to specific operators; (ii) granting selective or differentiated fiscal rewards or subsidies policies to specific operators; (iii) granting preferential treatments to specific operators in terms of access to factors, administrative fees, government funds, and social insurance premiums, etc.; and (iv) other circumstances that affect the production and operation costs. 115 Table of Contents On February 28, 2025, the SAMR promulgated the Implementing Measures of the Regulation on Fair Competition Reviews, which will be effective on April 20, 2025.
Pursuant to the Regulations on Fair Competition Review, unless supported by any law or administrative regulation or approved by the State Council, any policy or measure drafted by a drafting entity shall not include any of the following circumstances affecting the production and operation costs: (i) granting tax preferences to specific operators; (ii) granting selective or differentiated fiscal rewards or subsidies policies to specific operators; (iii) granting preferential treatments to specific operators in terms of access to factors, administrative fees, government funds, and social insurance premiums, etc.; and (iv) other circumstances that affect the production and operation costs.
In order to coincide with the implementation of the Foreign Investment Law and the Implementation Regulations, the MOFCOM, and the SAMR promulgated the Measures for Reporting of Information on Foreign Investment on December 30, 2019, effective from January 1, 2020, which provides that foreign investors or foreign-invested enterprises, shall submit investment information by submitting initial reports, change reports, deregistration reports, and annual reports through an enterprise registration system and a national enterprise credit information publicity system.
In order to coincide with the implementation of the Foreign Investment Law and the Implementation Regulations, the MOFCOM, and the SAMR promulgated the Measures for Reporting of Information on Foreign Investment on December 30, 2019, effective from January 1, 2020, which provides that foreign investors or foreign-invested enterprises, shall submit investment information by submitting initial reports, change reports, deregistration reports, and annual reports through an enterprise registration system and a national enterprise credit information publicity system. 100 Table of Contents According to the Foreign Investment Law, the State Council shall promulgate or approve a list of special administrative measures for access of foreign investments, or the Negative List.
In addition, we facilitate sales of fuel to trucker or shipper customers and receive service fees from gas station operators as a percentage of the purchase price paid by truckers or shipper customers. Our Nationwide Network We have a nationwide network of shippers and truckers and facilitate shipments across China.
In addition, we facilitate sales of fuel to trucker or shipper customers and receive service fees from gas station operators as a percentage of the purchase price paid by truckers or shipper customers.
Competition The Group designs and develops a digital, standardized and smart logistics infrastructure that serves both shippers and truckers and connects other ecosystem participants. The Group believes no other industry participant with a meaningful scale in China has applied a similar marketplace model.
As a result, the Group is able to acquire users in a cost-effective manner. Competition The Group designs and develops a digital, standardized and smart logistics infrastructure that serves both shippers and truckers and connects other ecosystem participants. The Group believes no other industry participant with a meaningful scale in China has applied a similar marketplace model.

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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, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues (including value-added taxes, “VAT”, of RMB3,550.9 million, RMB4,172.7 million and RMB5,097.7 million for the years ended December 31, 2022, 2023 and 2024, respectively) 6,733,644 100.0 8,436,159 100.0 11,238,638 1,539,687 100.0 Cost of revenues (including VAT net of government grants, of RMB2,539.3 million, RMB3,121.0 million and RMB3,893.4 million for the years ended December 31, 2022, 2023 and 2024, respectively) (3,514,551 ) (52.2 ) (4,119,016 ) (48.8 ) (5,100,558 ) (698,774 ) (45.4 ) Sales and marketing expenses (902,269 ) (13.4 ) (1,239,191 ) (14.7 ) (1,596,763 ) (218,756 ) (14.2 ) General and administrative expenses (1,417,933 ) (21.1 ) (937,677 ) (11.1 ) (913,763 ) (125,185 ) (8.1 ) Research and development expenses (914,151 ) (13.6 ) (946,635 ) (11.2 ) (880,016 ) (120,562 ) (7.8 ) Provision for loans receivables (194,272 ) (2.9 ) (234,599 ) (2.8 ) (296,528 ) (40,624 ) (2.6 ) Total operating expenses (6,943,176 ) (103.1 ) (7,477,118 ) (88.6 ) (8,787,628 ) (1,203,901 ) (78.1 ) Other operating income 47,530 0.7 38,388 0.5 23,970 3,284 0.2 (Loss)/income from operations (162,002 ) (2.4 ) 997,429 11.9 2,474,980 339,070 22.1 Other income (expense): Interest income 483,658 7.2 1,141,861 13.5 1,073,434 147,060 9.6 Interest expenses (175 ) (0.0 ) — — — — — Foreign exchange gain (loss) 15,048 0.2 (2,149 ) (0.0 ) 8,004 1,097 0.1 Investment income 5,411 0.1 55,621 0.7 54,785 7,506 0.5 Unrealized (losses) gains from fair value changes of investments and derivative assets (63,390 ) (0.9 ) 12,938 0.2 (20,904 ) (2,864 ) (0.2 ) Other income, net 230,631 3.4 130,264 1.5 128,152 17,557 1.1 Impairment loss — — — — (352,742 ) (48,325 ) (3.1 ) Share of loss in equity method investees (1,246 ) (0.0 ) (2,067 ) (0.0 ) (2,861 ) (392 ) (0.0 ) Total other income 669,937 9.9 1,336,468 15.9 887,868 121,639 8.0 Net income before income tax 507,935 7.5 2,333,897 27.8 3,362,848 460,709 30.1 Income tax expense (96,035 ) (1.4 ) (106,804 ) (1.3 ) (239,411 ) (32,799 ) (2.1 ) Net income 411,900 6.1 2,227,093 26.5 3,123,437 427,910 28.0 Year Ended December 31, 2024 Compared To Year Ended December 31, 2023 Revenues The Group recorded revenues of RMB8,436.2 million and RMB11,238.6 million (US$1,539.7 million) in 2023 and 2024, respectively.
Biggest changeFor the Years Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues (including value-added taxes, “VAT”, of RMB4,172.7 million, RMB5,097.7 million and RMB4,671.4 million for the years ended December 31, 2023, 2024 and 2025, respectively) 8,436,159 100.0 11,238,638 100.0 12,489,859 1,786,026 100.0 Cost of revenues (including VAT net of government grants, of RMB3,121.0 million, RMB3,893.4 million and RMB3,262.4 million for the years ended December 31, 2023, 2024 and 2025, respectively) (4,119,016 ) (48.8 ) (5,100,558 ) (45.4 ) (4,618,796 ) (660,479 ) (37.0 ) Sales and marketing expenses (1,239,191 ) (14.7 ) (1,596,763 ) (14.2 ) (1,747,759 ) (249,926 ) (14.0 ) General and administrative expenses (937,677 ) (11.1 ) (913,763 ) (8.1 ) (709,775 ) (101,496 ) (5.7 ) Research and development expenses (946,635 ) (11.2 ) (880,016 ) (7.8 ) (874,435 ) (125,043 ) (7.0 ) Provision for credit solutions (234,599 ) (2.8 ) (296,528 ) (2.6 ) (445,351 ) (63,684 ) (3.6 ) Total operating expenses (7,477,118 ) (88.6 ) (8,787,628 ) (78.1 ) (8,396,116 ) (1,200,628 ) (67.3 ) Other operating income 38,388 0.5 23,970 0.2 52,455 7,501 0.4 Income from operations 997,429 11.9 2,474,980 22.1 4,146,198 592,899 33.1 Other income (expense): Interest income 1,141,861 13.5 1,073,434 9.6 954,082 136,432 7.6 Foreign exchange (loss) gain (2,149 ) (0.0 ) 8,004 0.1 (17,344 ) (2,480 ) (0.1 ) Investment income 55,621 0.7 54,785 0.5 94,717 13,544 0.8 Unrealized gains (losses) from fair value changes of investments 12,938 0.2 (20,904 ) (0.2 ) 116,162 16,611 0.9 Other income, net 130,264 1.5 128,152 1.1 109,232 15,620 0.9 Impairment loss — — (352,742 ) (3.1 ) — — — Share of loss in equity method investees (2,067 ) (0.0 ) (2,861 ) (0.0 ) (14,814 ) (2,118 ) (0.1 ) Total other income 1,336,468 15.9 887,868 8.0 1,242,035 177,609 10.0 Net income before income tax 2,333,897 27.8 3,362,848 30.1 5,388,233 770,508 43.1 Income tax expense (106,804 ) (1.3 ) (239,411 ) (2.1 ) (929,157 ) (132,868 ) (7.4 ) Net income 2,227,093 26.5 3,123,437 28.0 4,459,076 637,640 35.7 138 Table of Contents Year Ended December 31, 2025 Compared To Year Ended December 31, 2024 Revenues The Group recorded revenues of RMB11,238.6 million and RMB12,489.9 million (US$1,786.0 million) in 2024 and 2025, respectively.
We define non-GAAP adjusted operating income as (loss)/income from operations excluding (i) share-based compensation expense, (ii) amortization of intangible assets resulting from business acquisitions, (iii) compensation cost incurred in relation to acquisitions and (iv) settlement in principle of U.S. securities class action.
We define non-GAAP adjusted operating income as income from operations excluding (i) share-based compensation expense, (ii) amortization of intangible assets resulting from business acquisitions, (iii) compensation cost incurred in relation to acquisitions and (iv) settlement in principle of U.S. securities class action.
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.
VAT are included in revenues on a gross basis with a corresponding charge to the cost of revenues as we determine that the Group is the primary obligor of the VAT in the PRC.
VAT is included in revenues on a gross basis with a corresponding charge to the cost of revenues as we determine that the Group is the primary obligor of the VAT in the PRC.
Other than as shown above, the Group did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024. Off-Balance Sheet Arrangements The Group provides financial guarantees for loans that it facilitates for certain institutional funding partners to shippers and truckers on the FTA platform.
Other than as shown above, the Group did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. Off-Balance Sheet Arrangements The Group provides financial guarantees for loans that it facilitates for certain institutional funding partners to shippers and truckers on the FTA platform.
Major Shareholders and Related Party Transactions — Related Party Transactions.” The Group’s transactions with related parties during 2022, 2023 and 2024 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 2023, 2024 and 2025 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.
(2) Effective from January 1, 2024, the Group renamed “Transaction commission” revenue stream as “Transaction service,” which consists of all monetization from truckers related to our freight matching service, including the revenue generated from our intra-city business, which was previously classified under “Freight listing service” and “Other value-added services.” The comparative net revenues for the years ended December 31, 2022 and 2023 have been recast to conform to this presentation.
(2) Effective from January 1, 2024, the Group renamed “Transaction commission” revenue stream as “Transaction service,” which consists of all monetization from truckers related to our freight matching service, including the revenue generated from our intra-city business, which was previously classified under “Freight listing service” and “Other value-added services.” The comparative net revenues for the year ended December 31, 2023 have been recast to conform to this presentation.
The “tap and go” feature allows a shipper to post shipping orders with a fixed price, which replaces price negotiation between shippers and truckers. 129 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. 131 Table of Contents We also plan to broaden the Group’s service offerings to deliver one-stop platform experience to users.
In December 2024, the Group’s next month’s retention rate of truckers was over 85%, which is calculated by dividing the number of truckers who responded to the shipping orders on the FTA platform in both November and December 2024 by the number of truckers who responded to shipping orders on the FTA platform in November 2024.
In December 2025, the Group’s next month’s retention rate of truckers was over 85%, which is calculated by dividing the number of truckers who responded to the shipping orders on the FTA platform in both November and December 2025 by the number of truckers who responded to shipping orders on the FTA platform in November 2025.
The amount was partially offset by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in loans receivables of RMB975.1 million (US$133.6 million) as the Group funded more loans originated on the FTA platform, (ii) a decrease in accrued expenses and other current liabilities of RMB605.2 million (US$82.9 million) primarily due to a decrease in refundable prepayments from shippers and truckers for future shipping arrangements using the Group’s freight brokerage service and value-added services, and (iii) an increase in prepayments and other current assets of RMB252.8 million (US$34.6 million) primarily due to increases in interest receivables and VAT recoverable, partially offset by a decrease in government grants receivable relating to the Group’s freight brokerage service.
The amount was partially offset by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily (i) an increase in loans receivables of RMB975.1 million as the Group funded more loans originated on the FTA platform, (ii) a decrease in accrued expenses and other current liabilities of RMB605.2 million primarily due to a decrease in refundable prepayments from shippers and truckers for future shipping arrangements using the Group’s freight brokerage service and value-added services, and (iii) an increase in prepayments and other current assets of RMB252.8 million primarily due to increases in interest receivables and VAT recoverable, partially offset by a decrease in government grants receivable relating to the Group’s freight brokerage service.
Year Ended December 31, 2023 Compared To Year Ended December 31, 2022 For a discussion of the Group’s results of operations for the year ended December 31, 2023 compared with the year ended December 31, 2022, see “Item 5. Operating and Financial Review and Prospects — A.
Year Ended December 31, 2024 Compared To Year Ended December 31, 2023 For a discussion of the Group’s results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023, see “Item 5. Operating and Financial Review and Prospects — A.
(2) The translations from SGP dollars to U.S. dollars were made at a rate of S$1.3662 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2024. The consolidated affiliates pay a significant amount of VAT to local tax authorities in connection with the freight brokerage service.
(2) The translations from SGP dollars to U.S. dollars were made at a rate of S$1.2859 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2025. The consolidated affiliates pay a significant amount of VAT to local tax authorities in connection with the freight brokerage service.
Except as disclosed above, as of December 31, 2022, 2023 and 2024, respectively, the Group did not have any material contingent liabilities.
Except as disclosed above, as of December 31, 2023, 2024 and 2025, respectively, the Group did not have any material contingent liabilities.
The Group does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Group or engages in leasing, hedging or product development services with the Group. Material Related Party Transactions The Group enters into transactions with its related parties from time to time.
The Group does not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to the Group or engages in leasing, hedging or product development services with the Group. 148 Table of Contents Material Related Party Transactions The Group enters into transactions with its related parties from time to time.
By agreeing to settle the lawsuits, FTA does not admit any allegations in the lawsuits or violation of any law or regulations. Capital commitments The Group’s capital commitments primarily relate to commitments on construction of office building.
By agreeing to settle the lawsuits, FTA does not admit any allegations in the lawsuits or violation of any law or regulations. 147 Table of Contents Capital commitments The Group’s capital commitments primarily relate to commitments on construction of office building.
For more details about the Group’s related party transactions during 2022, 2023 and 2024, see “Item 7.
For more details about the Group’s related party transactions during 2023, 2024 and 2025, see “Item 7.
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 2024.
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 2025.
In the twelve months ended December 31, 2024, the Group’s 12-month retention rate of paying shippers was over 80%, which is calculated by dividing the number of shippers who were both paying members in January 2024 and active shippers in December 2024 by the number of paying members in December 2024.
In the twelve months ended December 31, 2025, the Group’s 12-month retention rate of paying shippers was approximately 80%, which is calculated by dividing the number of shippers who were both paying members in January 2025 and active shippers in December 2025 by the number of paying members in December 2025.
RMB4,172.7 million and RMB5,097.7 million (US$698.4 million) of the Group’s revenues were attributable to VAT in 2023 and 2024, respectively, which were primarily related to VAT charged for freight brokerage service, calculated based on the total shipping transaction prices, including the freight charges paid to truckers (for which the consolidated affiliates act as agents) and the platform service fees earned by the Group.
RMB5,097.7 million and RMB4,671.4 million (US$668.0 million) of the Group’s revenues were attributable to VAT in 2024 and 2025, respectively, which were primarily related to VAT charged for freight brokerage service, calculated based on the total shipping transaction prices, including the freight charges paid to truckers (for which the consolidated affiliates act as agents) and the platform service fees earned by the Group.
Following the effectiveness of the Reorganization in 2022, such services are primarily provided through our PRC subsidiaries. Credit Solutions The Group’s credit solutions consist of (i) on-balance sheet loans, which are funded by our small loan company and (ii) off-balance sheet loans, which are funded by our institutional funding partners.
Such services are primarily provided through our PRC subsidiaries. Credit Solutions The Group’s credit solutions consist of (i) on-balance sheet loans, which are funded by our small loan company and (ii) off-balance sheet loans, which are funded by our institutional funding partners.
Provision for Loans Receivables Allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided based on an assessment performed on a portfolio basis.
Provision for Credit Solutions Allowance for credit solutions is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided based on an assessment performed on a portfolio basis.
On the other hand, we may seek to expand the Group’s market share in the LTL and intra-city segments, and the Group may offer more user incentives and incur increased marketing expenses. The Group’s profitability will depend on the cost efficiency of its marketing efforts in relation to some or all of these new initiatives.
On the other hand, we may seek to expand the Group’s market share in certain verticals, and the Group may offer more user incentives and incur increased marketing expenses. The Group’s profitability will depend on the cost efficiency of its marketing efforts in relation to some or all of these new initiatives.
Research and Development Expenses The table below sets forth research and development expenses and share-based compensation expenses included in research and development expenses, in absolute amount for the periods presented and as a percentage of the Group’s revenues.
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.
Capital Expenditures The Group made capital expenditures of RMB85.7 million, RMB100.3 million and RMB75.0 million (US$10.3 million) in the years ended December 31, 2022, 2023 and 2024, respectively. The Group’s capital expenditures were mainly used for purchases of property and equipment. The Group will continue to make capital expenditures to meet the expected growth of its business.
Capital Expenditures The Group made capital expenditures of RMB100.3 million, RMB75.0 million and RMB129.7 million (US$18.5 million) in the years ended December 31, 2023, 2024 and 2025, respectively. The Group’s capital expenditures were mainly used for purchases of property and equipment. The Group will continue to make capital expenditures to meet the expected growth of its business.
The consolidated affiliates earn platform service fee in connection with the freight brokerage service, which is the difference between the service fee collected from shippers and the shipping fee paid to truckers. The consolidated affiliates are obligated to pay the full amount of VAT on the service fee collected from shippers, and they receive grants from local government authorities.
The consolidated affiliates earn platform service fee in connection with the freight brokerage service, which is the difference between the service fee collected from shippers and the shipping fee paid to truckers. The consolidated affiliates are obligated to pay the full amount of VAT on the service fee collected from shippers.
The Group’s research and development team includes big data engineers that maintain the Group’s database and develop its data technology, security and risk management engineers that focus on cybersecurity and risk control, infrastructure maintenance engineers that maintain the stability of the FTA platform, as well as platform development engineers that develop and implement products and services on the FTA platform.
The Group’s research and development team includes big data engineers that maintain the Group’s database and develop its data technology, security and risk management engineers that focus on cybersecurity and risk control, infrastructure maintenance engineers that maintain the stability of the FTA platform, platform development engineers that develop and implement products and services on the FTA platform, as well as engineers to develop autonomous driving technology. 149 Table of Contents D.
The Group recognized share-based compensation expense of RMB919.3 million, RMB441.8 million and RMB496.6 million (US$68.0 million) in the years ended December 31, 2022, 2023 and 2024, respectively, representing 13.7%, 5.2% and 4.4% 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 RMB441.8 million, RMB496.6 million and RMB281.6 million (US$40.3 million) in the years ended December 31, 2023, 2024 and 2025, respectively, representing 5.2%, 4.4% and 2.3% 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’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 RMB296.2 million (US$40.6 million) as of December 31, 2024. All of these capital commitments will be fulfilled in the following years according to the construction progress.
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 RMB200.1 million (US$28.6 million) as of December 31, 2025. All of these capital commitments will be fulfilled in the following years according to the construction progress.
The Group recorded non-GAAP adjusted net income of RMB1,395.4 million, RMB2,797.0 million and RMB4,020.4 million (US$550.8 million) in 2022, 2023 and 2024, respectively. Monetization Model To fulfill our mission to empower enterprises with greater logistics competitiveness, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers.
The Group recorded non-GAAP adjusted net income of RMB2,797.0 million, RMB4,020.4 million and RMB4,794.7 million (US$685.6 million) in 2023, 2024 and 2025, respectively. Monetization Model To fulfill our mission to empower enterprises with greater logistics competitiveness, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers.
We plan to improve the efficiency of the freight matching services through further digitalization and standardization of transaction processes, as well as enhancement of the Group’s core technologies, including big data analytics and data labeling. We will also continue to focus on protecting the interests of shippers and truckers.
We plan to improve the efficiency of the freight matching services through further digitalization and standardization of transaction processes, as well as enhancement of the Group’s core technologies, including big data analytics and data labeling. We will also continue to focus on protecting the rights and interests of shippers and truckers by further investments in enhancing user ecosystem construction.
Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB328.3 million and RMB296.2 million (US$40.6 million) as of December 31, 2023 and 2024, respectively. 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 RMB296.2 million and RMB200.1 million (US$28.6 million) as of December 31, 2024 and 2025, respectively. All of these capital commitments will be fulfilled in the following years according to the construction progress.
Investment Income The Group recognized investment income of RMB55.6 million and RMB54.8 million (US$7.5 million) in 2023 and 2024, respectively, which was primarily related to the maturity of the Group’s short-term investments.
Investment Income The Group recognized investment income of RMB54.8 million and RMB94.7 in 2025 (US$13.5 million) in 2024 and 2025, respectively, which was primarily related to the maturity of the Group’s short-term investments.
The FTA platform had approximately 2.93 million shipper MAUs in the fourth quarter of 2024, representing a year-over-year growth of 31.3%, and 4.14 million truckers fulfilled shipping orders on the FTA platform in 2024. The CRO announced the initiation of a cybersecurity review of the Yunmanman and Huochebang apps on July 5, 2021.
The FTA platform had approximately 3.28 million shipper MAUs in the fourth quarter of 2025, representing a year-over-year growth of 11.6%, and 4.6 million truckers fulfilled shipping orders on the FTA platform in 2025. The CRO announced the initiation of a cybersecurity review of the Yunmanman and Huochebang apps on July 5, 2021.
As such, it is not practicable for us to allocate the Group’s cost by revenue component in a reasonable and systematic way. Sales and Marketing Expenses The Group’s sales and marketing expenses mainly consist of (i) payroll and related expenses for employees involved in selling and marketing functions, (ii) advertising expenses and (iii) amortization of trademarks.
As such, it is not practicable for us to allocate the Group’s cost by revenue component in a reasonable and systematic way. 135 Table of Contents Sales and Marketing Expenses The Group’s sales and marketing expenses mainly consist of (i) payroll and related expenses for employees involved in selling and marketing functions, (ii) advertising expenses, (iii) amortization of trademarks and (iv) expenditures in user ecosystem enhancement and user rights protection.
The gross amount of VAT included in the cost of revenues was RMB4,518.9 million, RMB5,271.1 million and RMB5,996.2 million (US$821.5 million) in the years ended December 31, 2022, 2023 and 2024, respectively, which was primarily related to VAT charged for freight brokerage service.
The gross amount of VAT included in the cost of revenues was RMB5,271.1 million, RMB5,996.2 million and RMB4,165.7 million (US$595.7 million) in the years ended December 31, 2023, 2024 and 2025, respectively, which was primarily related to VAT charged for freight brokerage service.
Operating Results — Year Ended December 31, 2023 Compared to Year Ended December 31, 2022” in our annual report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 15, 2024 .
Operating Results — Year Ended December 31, 2024 Compared to Year Ended December 31, 2023” in our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 14, 2025 .
Net cash used in financing activities was RMB1,167.0 million in 2023, primarily attributable to (i) cash paid for repurchase of ordinary shares of RMB1,168.3 million and (ii) proceeds prepaid by equity investors of a subsidiary of RMB90.0 million, partially offset by (i) capital contribution from redeemable non-controlling interests of RMB111.8 million and (ii) cash prepaid for repurchase of ordinary shares of RMB179.8 million.
Net cash used in financing activities was RMB1,519.7 million in 2024, primarily attributable to (i) cash dividend of RMB1,064.2 million , and (ii) cash paid for repurchase of ordinary shares of RMB575.3 million , partially offset by (i) proceeds prepaid by equity investors of a subsidiary of RMB100.0 million , and (ii) capital contribution from redeemable non-controlling interests of RMB19.7 million. 146 Table of Contents Net cash used in financing activities was RMB1,167.0 million in 2023, primarily attributable to (i) cash paid for repurchase of ordinary shares of RMB1,168.3 million and (ii) proceeds prepaid by equity investors of a subsidiary of RMB90.0 million, partially offset by (i) capital contribution from redeemable non-controlling interests of RMB111.8 million and (ii) cash prepaid for repurchase of ordinary shares of RMB179.8 million.
Freight Listing Service 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 charged membership fees for the right to post additional orders on the FTA platform beyond such limit.
The Group provides freight matching services through the consolidated affiliates and PRC subsidiaries. Freight Listing Service 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 charged membership fees for the right to post additional orders on the FTA platform beyond such limit.
RMB3,550.9 million, RMB4,172.7 million and RMB5,097.7 million (US$698.4 million) of the Group’s revenues were attributable to VAT in the years ended December 31, 2022, 2023 and 2024, respectively, which were primarily related to VAT charged for freight brokerage service.
RMB4,172.7 million, RMB5,097.7 million and RMB4,671.4 million (US$668.0 million) of the Group’s revenues were attributable to VAT in the years ended December 31, 2023, 2024 and 2025, respectively, which were primarily related to VAT charged for freight brokerage service.
The increase was primarily due to increases in VAT, related tax surcharges and other tax costs, net of grants from government authorities.
The decrease was primarily due decreases in VAT, related tax surcharges and other tax costs, net of grants from government authorities.
The table below sets forth average shipper MAUs and fulfilled orders for the periods indicated. 127 Table of Contents For the Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 Average shipper MAUs ( in millions ) 1.42 1.53 1.85 1.88 1.75 2.00 2.13 2.24 2.14 2.65 2.84 2.93 Fulfilled orders ( in millions ) 25.2 27.8 33.5 32.6 30.3 40.2 42.5 45.8 39.3 49.1 51.9 56.9 In addition to the growth of the FTA platform, the Group has introduced various forms of monetization that support the sustainable development of the FTA platform and provide validation for its business model.
The table below sets forth average shipper MAUs and fulfilled orders for the periods indicated. 129 Table of Contents For the Three Months Ended March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 March 31, 2024 June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 September 30, 2025 December 31, 2025 Average shipper MAUs ( in millions ) 1.75 2.00 2.13 2.24 2.14 2.65 2.84 2.93 2.76 3.16 3.35 3.28 Fulfilled orders ( in millions ) 30.3 40.2 42.5 45.8 39.3 49.1 51.9 56.9 48.2 60.8 63.4 63.9 In addition to the growth of the FTA platform, the Group has introduced various forms of monetization that support the sustainable development of the FTA platform and provide validation for its business model.
For the Years Ended December 31, 2023 2024 RMB % RMB US$ % (in thousands, except percentages) Sales and marketing expenses 1,239,191 14.7 1,596,763 218,756 14.2 Share-based compensation expense included in sales and marketing expenses 55,503 0.7 50,109 6,865 0.4 The Group’s sales and marketing expenses increased by 28.9% from RMB1,239.2 million in 2023 to RMB1,596.8 million (US$218.8 million) in 2024, and the Group’s sales and marketing expenses as a percentage of its net revenues decreased from 14.7% to 14.2% during the same period.
For the Years Ended December 31, 2024 2025 RMB % RMB US$ % (in thousands, except percentages) Sales and marketing expenses 1,596,763 14.2 1,747,759 249,926 14.0 Share-based compensation expense included in sales and marketing expenses 50,109 0.4 55,250 7,901 0.4 The Group’s sales and marketing expenses increased by 9.5% from RMB1,596.8 million in 2024 to RMB1,747.8 million (US$249.9 million) in 2025, and the Group’s sales and marketing expenses as a percentage of its net revenues decreased from 14.2% to 14.0% during the same period.
The Group’s consolidated affiliates pay a significant amount of VAT to government authorities in connection with the freight brokerage service. They also receive government grants as an incentive for developing the local economy and business. VAT, related tax surcharges and other tax costs, net of grants from government authorities, represents a major portion of the Group’s cost of revenues.
The Group’s consolidated affiliates pay a significant amount of VAT to government authorities in connection with the freight brokerage service. VAT, related tax surcharges and other tax costs, net of grants from government authorities, represents a major portion of the Group’s cost of revenues.
Payroll and related expenses for employees increased by 28.4% from RMB161.9 million in 2023 to RMB208.0 million (US$28.5 million) in 2024, primarily attributable to an increase in salary and benefits expenses as a result of an increase in the customer service and operation headcount in order to improve our customers’ experience.
Payroll and related expenses for employees increased by 19.6% from RMB208.0 million in 2024 to RMB248.8 million (US$35.6 million) in 2025, primarily attributable to an increase in salary and benefits expenses as a result of an increase in the customer service and operation headcount in order to improve our customers’ experience.
For external factors, we use projections commonly used within the industry. For internal factors, we make projections based on historical data adjusted by our current risk and business strategies which we think could have potential impacts into the future periods. As of December 31, 2024, allowance for loans receivable is RMB218.4 million (US$29.9 million).
For internal factors, we make projections based on historical data adjusted by our current risk and business strategies which we think could have potential impacts into the future periods. As of December 31, 2025, allowance for loans receivable is RMB376.7 million (US$53.9 million).
Non-GAAP adjusted operating income and non-GAAP adjusted net income should not be considered in isolation or construed as an alternative to operating (loss)/income and net income or any other measure of performance or as an indicator of the Group’s operating performance.
Non-GAAP adjusted operating income and non-GAAP adjusted net income should not be considered in isolation or construed as an alternative to operating income and net income or any other measure of performance or as an indicator of the Group’s operating performance. The Group’s non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies.
The Group has not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in the Group’s consolidated financial statements.
Other than the above, the Group has not entered into any other commitments to guarantee the payment obligations of any third parties. The Group has not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in the Group’s consolidated financial statements.
Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2024: Payment due by period Total Less than 1 Year 1 –2 Years 2 –3 Years More than 3 Years RMB US$ RMB (in thousands) Operating lease liabilities 67,707 9,276 42,392 25,315 — — Total 67,707 9,276 42,392 25,315 — — 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, 2025: 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 36,031 5,152 34,499 1,532 — — Total 36,031 5,152 34,499 1,532 — — Operating lease liabilities represent the Group’s obligations for leasing offices, substantially all of which are located in PRC.
In the fourth quarter of 2024, an average number of approximately 2.93 million shippers posted shipping orders on the FTA platform each month, and 4.14 million truckers fulfilled shipping orders on the FTA platform in 2024. In 2024, the Group facilitated 197.2 million fulfilled orders.
In the fourth quarter of 2025, an average number of approximately 3.28 million shippers posted shipping orders on the FTA platform each month, and 4.6 million truckers fulfilled shipping orders on the FTA platform in 2025. In 2025, the Group facilitated 236.3 million fulfilled orders.
The Group recognizes an increase in allowance for loan losses as provision for loans receivables for the relevant period. Share-Based Compensation We adopted the 2018 Plan and the 2021 Plan to provide additional incentives to directors, officers, employees and consultants.
The Group recognizes an increase in allowance for our on-balance sheet loans and off-balance sheet loans bearing credit risks as provision for credit solutions for the relevant period. Share-Based Compensation We adopted the 2018 Plan and the 2021 Plan to provide additional incentives to directors, officers, employees and consultants.
The increase in absolute amount was primarily due to an increase in advertising and marketing expenses for user acquisitions. General and Administrative Expenses The table below sets forth general and administrative expenses, as well as share-based compensation 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 in absolute amount for the periods presented and as a percentage of the Group’s revenues.
RMB101.2 million from “Freight listing service” and RMB4.7 million from “Other value-added services” were reclassified to “Transaction service” for the year ended December 31, 2023. Cost of Revenues The Group’s cost of revenues increased by 23.8% from RMB4,119.0 million in 2023 to RMB5,100.6 million (US$698.8 million) in 2024.
RMB101.2 million from “Freight listing service” and RMB4.7 million from “Other value-added services” were reclassified to “Transaction service” for the year ended December 31, 2023. 139 Table of Contents Cost of Revenues The Group’s cost of revenues decreased by 9.4% from RMB5,100.6 million in 2024 to RMB4,618.8 million (US$660.5 million) in 2025.
Net cash provided by operating activities was RMB2,269.6 million in 2023, primarily due to net income of RMB2,227.1 million, adjusted 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 RMB295.6 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, (ii) a decrease in prepayments and other current assets of RMB163.2 million primarily due to a decrease in the Group’s investments in short-term wealth management products as the Group allocated more resources to long-term investments, (iii) an increase in income tax payable and other tax payable of RMB165.7 million and (iv) an increase in prepayments for freight listing fees and other service fees of RMB86.8 million.
The amount was further adjusted to add back (i) share-based compensation of RMB496.6 million , (ii) impairment loss of RMB352.7 million primarily relating to credit impairment on the Group’s investments in certain investee that could not meet the shareholders’ redemption requests due to insufficient funds resulting from operational underperformance, (iii) provision for loans receivable of RMB296.5 million and (iv) depreciation and amortization of RMB77.9 million. 145 Table of Contents Net cash provided by operating activities was RMB2,269.6 million in 2023, primarily due to net income of RMB2,227.1 million, adjusted 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 RMB295.6 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, (ii) a decrease in prepayments and other current assets of RMB163.2 million primarily due to a decrease in the Group’s investments in short-term wealth management products as the Group allocated more resources to long-term investments, (iii) an increase in income tax payable and other tax payable of RMB165.7 million and (iv) an increase in prepayments for freight listing fees and other service fees of RMB86.8 million.
In addition, in certain innovative businesses, the Group charges truckers membership fees, which entitle them to deduct or waive above-mentioned transaction service fees for a certain period of time, usually one week or one month.
In certain innovative businesses, the Group charges truckers membership fees, which entitle them to deduct or waive above-mentioned transaction service fees for a certain period of time, usually one week or one month. Revenue from truckers’ membership fee is recognized on a straight-line basis over the term of the membership period.
The Group’s non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies. 141 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.
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 income from operations.
The Group has been rolling out transaction service fees in more cities and ramping up penetration since then. The Group may also explore other revenue models to monetize its online transaction service. 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.
The Group may also explore other revenue models to monetize its online transaction service. 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.
The amount of government grants was RMB1,979.6 million, RMB2,150.1 million and RMB2,102.8 million (US$288.1 million) in the years ended December 31, 2022, 2023 and 2024, respectively, which was included in the Group’s cost of revenues to offset its VAT obligation.
The amount of government grants received by the consolidated affiliates was RMB2,150.1 million, RMB2,102.8 million and RMB903.3 million (US$129.2 million) in the years ended December 31, 2023, 2024 and 2025, respectively, which was included in the Group’s cost of revenues to offset its VAT obligation.
The Group’s total net revenues were RMB6,733.6, RMB8,436.2 and RMB11,238.6 million (US$1,539.7 million) in the years ended December 31, 2022, 2023 and 2024, respectively. The Group recorded net income of RMB411.9 million, RMB2,227.1 million and RMB3,123.4 million (US$427.9 million) in 2022, 2023 and 2024, respectively.
The Group’s total net revenues were RMB8,436.2 million, RMB11,238.6 million and RMB12,489.9 million (US$1,786.0 million) in the years ended December 31, 2023, 2024 and 2025, respectively. The Group recorded net income of RMB2,227.1 million, RMB3,123.4 million and RMB4,459.1 million (US$637.6 million) in 2023, 2024 and 2025, respectively.
With respect to amortization of intangible assets resulting from business acquisitions, the relevant intangible assets were recorded as part of purchase accounting and contribute to revenue generation of the Group. Amortization of intangible assets resulting from business acquisitions will recur in future periods until such intangible assets have been fully amortized.
With respect to amortization of intangible assets resulting from business acquisitions, the relevant intangible assets were recorded as part of purchase accounting and contribute to revenue generation of the Group.
The SAC 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.
The SAC 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. The SAC also alleges violations of Section 10(b) and Rule 10b-5 promulgated thereunder, and Section 20(a) of the Securities Exchange Act of 1934.
The Group’s research and development expenses as a percentage of its net revenues decreased from 11.2% to 7.8% during the same period. Provision for Loans Receivables The Group’s provision for loans receivables increased by 26.4% from RMB234.6 million in 2023 to RMB296.5 million (US$40.6 million) in 2024 due to an increase in loan volume.
The Group’s research and development expenses as a percentage of its net revenues decreased from 7.8% to 7.0% during the same period. Provision for Credit Solutions The Group’s provision for credit solutions increased by 50.2% from RMB296.5 million in 2024 to RMB445.4 million (US$63.7 million) in 2025 due to an increase in loan volume and elevated credit risk exposure.
For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in thousands) (Loss) income from operations (162,002 ) 997,429 2,474,980 339,070 Add: Share-based compensation expense 919,255 441,827 496,639 68,040 Amortization of intangible assets resulting from business acquisitions 56,484 52,084 52,084 7,135 Compensation cost incurred in relation to acquisitions 21,914 17,124 8,562 1,173 Settlement in principle of U.S. securities class action — 71,900 — — Non-GAAP adjusted operating income 835,651 1,580,364 3,032,265 415,418 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, 2023 2024 2025 RMB RMB RMB US$ (in thousands) Income from operations 997,429 2,474,980 4,146,198 592,899 Add: Share-based compensation expense 441,827 496,639 281,559 40,264 Amortization of intangible assets resulting from business acquisitions 52,084 52,084 72,022 10,299 Compensation cost incurred in relation to acquisitions 17,124 8,562 — — Settlement in principle of U.S. securities class action 71,900 — — — Non-GAAP adjusted operating income 1,580,364 3,032,265 4,499,779 643,462 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 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.
Such fees were previously classified under “Freight listing service” and re-classified under “Transaction service” since 2024. 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.
According to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE).
According to the Arrangement between China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). 137 Table of Contents For the year ended December 31, 2025, the Group accrued RMB80 million withholding tax expenses associated with the approved earning distribution from its certain PRC subsidiary to Lucky Logistics Information Limited based on withholding tax rate of 10%.
Revenues from value-added services increased by 29.0% from RMB1,382.6 million in 2023 to RMB1,783.5 million (US$244.3 million) in 2024, attributable to an increase in revenues from credit solutions and other value-added services. • Revenues from credit solutions increased by 33.9% from RMB1,001.9 million in 2023 to RMB1,341.4 million (US$183.8 million) in 2024, primarily due to an increase in the amount of loans funded and facilitated by the Group to address market demand. • Revenues from other value-added services (1) increased by 16.1% from RMB380.7 million in 2023 to RMB442.1 million (US$60.6 million) in 2024, primarily due to our ability to provide diversified value added services.
Revenues from value-added services increased by 11.8% from RMB1,783.5 million in 2024 to RMB1,993.1 million (US$285.0 million) in 2025, attributable to an increase in credit solutions revenues and the inclusion of Giga.AI’s revenues. • Revenues from credit solutions increased by 9.9% from RMB1,341.4 million in 2024 to RMB1,474.4 million (US$210.8 million) in 2025, primarily due to an increase in the amount of loans funded and facilitated by the Group to address the market demand. • Revenues from other value-added services (1) increased by 17.3% from RMB442.1 million in 2024 to RMB518.7 million (US$74.2 million) in 2025, primarily due to our ability to provide diversified value added services and the inclusion of Giga.AI’s revenues.
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 sale of fuel and (iv) service fees derived from innovative businesses.
As of December 31, 2025, the amount of guarantee liabilities in relation to the Group’s loan guarantee arrangements was immaterial. 134 Table of Contents 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 sale of fuel, (iv) service fees derived from innovative businesses and (v) proceeds from sale of intelligent driving system kits and service fees generated from intelligent driving carrier service.
As of December 31, 2024, the Group had cash and cash equivalents of RMB5,810.3 million (US$796.0 million), as compared to cash and cash equivalents of RMB6,770.9 million as of December 31, 2023.
As of December 31, 2025, the Group had cash and cash equivalents of RMB6,066.1 million (US$867.4 million), as compared to cash and cash equivalents of RMB5,810.3 million as of December 31, 2024.
Components of Results of Operations Revenues The Group generates revenues from (i) freight matching services provided through the consolidated affiliates and PRC subsidiaries, and (ii) value-added services primarily provided through our PRC subsidiaries. 130 Table of Contents The following table sets forth a breakdown of the Group’s revenues, each expressed in the absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except percentages) Revenues (1) Freight matching services 5,661,263 84.1 7,053,525 83.6 9,455,134 1,295,348 84.1 Freight brokerage service 3,360,313 49.9 3,916,409 46.4 4,726,989 647,595 42.1 Freight listing service 761,080 11.3 828,152 9.8 879,489 120,489 7.8 Transaction service (2) 1,539,870 22.9 2,308,964 27.4 3,848,656 527,264 34.2 Value-added services 1,072,381 15.9 1,382,634 16.4 1,783,504 244,339 15.9 Credit solutions 796,356 11.8 1,001,892 11.9 1,341,434 183,776 11.9 Other value-added services 276,025 4.1 380,742 4.5 442,070 60,563 4.0 Total 6,733,644 100.0 8,436,159 100.0 11,238,638 1,539,687 100.0 (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.
Components of Results of Operations Revenues The Group generates revenues from (i) freight matching services provided through the consolidated affiliates and PRC subsidiaries, and (ii) value-added services primarily provided through our PRC subsidiaries. 132 Table of Contents 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, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except percentages) Revenues (1) Freight matching services 7,053,525 83.6 9,455,134 84.1 10,496,771 1,501,018 84.0 Freight brokerage service 3,916,409 46.4 4,726,989 42.1 4,199,393 600,505 33.6 Freight listing service 828,152 9.8 879,489 7.8 980,158 140,161 7.8 Transaction service (2) 2,308,964 27.4 3,848,656 34.2 5,317,220 760,352 42.6 Value-added services 1,382,634 16.4 1,783,504 15.9 1,993,088 285,008 16.0 Credit solutions 1,001,892 11.9 1,341,434 11.9 1,474,413 210,838 11.8 Other value-added services 380,742 4.5 442,070 4.0 518,675 74,170 4.2 Total 8,436,159 100.0 11,238,638 100.0 12,489,859 1,786,026 100.0 (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.
An enterprise enjoying the tax incentive of Software Enterprises adopts the method of “self assessment, declaration of incentives enjoyed and retention of the relevant materials for future inspection”. 135 Table of Contents According to the relevant laws and regulations in the PRC, enterprises engaging in research and development activities are entitled to claim 150% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”).
According to the relevant laws and regulations in the PRC, enterprises engaging in research and development activities are entitled to claim 150% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”).
VAT, related tax surcharges and other tax costs, net of grants from government authorities increased by 24.1% from RMB3,693.5 million in 2023 to RMB4,584.4 million (US$628.1 million) in 2024, primarily due to an increase in tax costs net of government grants related to the Group’s freight brokerage service.
VAT, related tax surcharges and other tax costs, net of grants from government authorities decreased by 14.0% from RMB4,584.4 million in 2024 to RMB3,944.7 million (US$564.1 million) in 2025, primarily due to a decrease in tax costs net of government grants related to the Group’s freight brokerage service.
The Group takes into consideration the VAT obligation the consolidated affiliates assume under the contracts with shippers and truckers, the estimated amount of grants that the Group expects to receive from local government authorities, as well as other relevant factors when setting the rate of the FTA platform service fee.
The Group takes into consideration the VAT obligation the consolidated affiliates assume under the contracts with shippers, as well as other relevant factors, when setting the rate of the FTA platform freight brokerage service fee.
The Group started charging transaction service fees from truckers in the second half of 2020 for selected types of shipments that originated from an initial batch of three cities.
Historically, the Group’s revenue from its digital freight platform primarily consisted of membership fees from shippers and service fees from shippers using the freight brokerage service. The Group started charging transaction service fees from truckers in the second half of 2020 for selected types of shipments that originated from an initial batch of three cities.
For the Years Ended December 31, 2023 2024 RMB % RMB US$ % (in thousands, except percentages) General and administrative expenses 937,677 11.1 913,763 125,185 8.1 Share-based compensation expense included in general and administrative expenses 297,469 3.5 348,400 47,731 3.1 The Group’s general and administrative expenses decreased by 2.6% from RMB937.7 million in 2023 to RMB913.8 million (US$125.2 million) in 2024, and the Group’s general and administrative expenses as a percentage of its net revenues decreased from 11.1% to 8.1% during the same period.
For the Years Ended December 31, 2024 2025 RMB % RMB US$ % (in thousands, except percentages) General and administrative expenses 913,763 8.1 709,775 101,496 5.7 Share-based compensation expense included in general and administrative expenses 348,400 3.1 139,824 19,995 1.1 140 Table of Contents The Group’s general and administrative expenses decreased by 22.3% from RMB913.8 million in 2024 to RMB709.8 million (US$101.5 million) in 2025, and the Group’s general and administrative expenses as a percentage of its net revenues decreased from 8.1% to 5.7% during the same period.
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. 144 Table of Contents Investing Activities Net cash used in investing activities was RMB2,419.6 million (US$331.5 million) in 2024, primarily attributable to (i) cash paid for long-term investments of RMB12,362.9 million (US$1,693.7 million), which were primarily long-term time deposits, wealth management products and convertible note issued by related parties, partially offset by net cash of RMB10,017.5 million (US$1,372.4 million) generated from maturity of short-term investments after deducting the cash paid for short-term investments, and (ii) purchases of property and equipment, land use rights and intangible assets of RMB75.0 million (US$10.3 million).
Net cash used in investing activities was RMB2,419.6 million in 2024, primarily attributable to (i) cash paid for long-term investments of RMB12,362.9 million , which were primarily long-term time deposits, wealth management products and convertible note issued by related parties, partially offset by net cash of RMB10,017.5 million generated from maturity of short-term investments after deducting the cash paid for short-term investments, and (ii) purchases of property and equipment, land use rights and intangible assets of RMB75.0 million.
Impairment loss The Group recognized impairment loss of nil and RMB352.7 million (US$48.3 million) in 2023 and 2024, respectively, which was primarily related to credit impairment on investments in certain investee that could not meet the shareholders’ redemption requests due to insufficient funds resulting from operational underperformance Income Tax Expense The Group recognized income tax expense of RMB239.4 million (US$32.8 million) in 2024, as compared to income tax expense of RMB106.8 million in 2023.
Impairment loss The Group recognized impairment loss of RMB352.7 million and nil in 2024 and 2025, respectively, which was primarily related to credit impairment on investments in certain investee that was unable to satisfy the shareholders’ redemption requests due to insufficient funds resulting from operational underperformance.
The following table sets forth a breakdown of the Group’s cost of revenues, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in thousands, except percentages) Cost of revenues VAT, related tax surcharges and other tax costs, net of grants from government authorities (1) 3,167,807 47.1 3,693,516 43.8 4,584,433 628,065 40.8 Payroll and related expenses for employees 134,572 2.0 161,908 1.9 207,954 28,490 1.9 Technology service fee 130,110 1.9 155,175 1.8 209,754 28,736 1.9 Commission fee paid to third-party payment platform 74,352 1.1 101,428 1.2 83,688 11,465 0.7 Funding costs related to credit solution services 1,981 0.0 — — — — — Others 5,729 0.1 6,989 0.1 14,729 2,018 0.1 Total 3,514,551 52.2 4,119,016 48.8 5,100,558 698,774 45.4 (1) In the years ended December 31, 2022, 2023 and 2024, the gross amount of VAT was RMB4,518.9 million, RMB5,271.1 million and RMB5,996.2 million (US$821.5 million), respectively, of which RMB4,322.8 million, RMB5,006.4 million and RMB5,608.2 million (US$768.3 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB928.1 million, RMB893.4 million and RMB1,039.6 million (US$142.4 million), respectively, substantially all of which was related to freight brokerage service; the amount of government grants from government authorities was RMB2,279.2 million, RMB2,471.0 million and RMB2,451.4 million (US$335.8 million), respectively, substantially all of which was related to freight brokerage service.
The following table sets forth a breakdown of the Group’s cost of revenues, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2023 2024 2025 RMB % RMB % RMB US$ % (in thousands, except percentages) Cost of revenues VAT, related tax surcharges and other tax costs, net of grants from government authorities (1) 3,693,516 43.8 4,584,433 40.8 3,944,731 564,089 31.6 Payroll and related expenses for employees 161,908 1.9 207,954 1.9 248,782 35,575 2.0 Technology service fee 155,175 1.8 209,754 1.9 235,721 33,708 1.9 Commission fee paid to third-party payment platform 101,428 1.2 83,688 0.7 88,730 12,688 0.7 Others 6,989 0.1 14,729 0.1 100,832 14,419 0.8 Total 4,119,016 48.8 5,100,558 45.4 4,618,796 660,479 37.0 (1) In the years ended December 31, 2023, 2024 and 2025, the gross amount of VAT was RMB5,271.1 million, RMB5,996.2 million and RMB4,165.7 million (US$595.7 million), respectively, of which RMB5,006.4 million, RMB5,608.2 million and RMB3,666.6 million (US$524.3 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB893.4 million, RMB1,039.6 million and RMB 855.0 million (US$122.3 million), respectively, substantially all of which was related to freight brokerage service; the amount of government grants from government authorities was RMB2,471.0 million, RMB2,451.4 million and RMB1,076.0 million (US$153.9 million), respectively, substantially all of which was related to freight brokerage service.
Other Income, Net The Group recognized other income, net of RMB130.3 million and RMB128.2 million (US$17.6 million) in 2023 and 2024, respectively, primarily attributable to the ADR fee income received from Deutsche Bank Trust Company Americas, the depositary bank for our ADR program.
The gains in 2025 were primarily driven by the fair value changes in the Group’s investments. 141 Table of Contents Other Income, Net The Group recognized other income, net of RMB128.2 million and RMB109.2 million (US$15.6 million) in 2024 and 2025, respectively, primarily attributable to the ADR fee income received from Deutsche Bank Trust Company Americas, the depositary bank for our ADR program.
For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in thousands) Net income 411,900 2,227,093 3,123,437 427,910 Add: Share-based compensation expense 919,255 441,827 496,639 68,040 Amortization of intangible assets resulting from business acquisitions 56,484 52,084 52,084 7,135 Compensation cost incurred in relation to acquisitions 21,914 17,124 8,562 1,173 Settlement in principle of U.S. securities class action — 71,900 — — Impairment loss of long-term investment — — 352,742 48,325 Tax effects of non-GAAP adjustments (1) (14,120 ) (13,021 ) (13,020 ) (1,784 ) Non-GAAP adjusted net income 1,395,433 2,797,007 4,020,444 550,799 (1) Comprise tax effects relating to amortization of intangible assets resulting from business acquisitions.
For the Years Ended December 31, 2023 2024 2025 RMB RMB RMB US$ (in thousands) Net income 2,227,093 3,123,437 4,459,076 637,640 Add: Share-based compensation expense 441,827 496,639 281,559 40,264 Amortization of intangible assets resulting from business acquisitions 52,084 52,084 72,022 10,299 Compensation cost incurred in relation to acquisitions 17,124 8,562 — — Settlement in principle of U.S. securities class action 71,900 — — — Impairment loss of long-term investment — 352,742 — — Tax effects of non-GAAP adjustments (1) (13,021 ) (13,020 ) (18,006 ) (2,575 ) Non-GAAP adjusted net income 2,797,007 4,020,444 4,794,651 685,628 (1) Comprise tax effects relating to amortization of intangible assets resulting from business acquisitions. 143 Table of Contents B.
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) provision for settlement in principle of U.S. securities class action, which is non-recurring. 134 Table of Contents Research and Development Expenses The Group’s research and development expenses mainly consist of (i) technology infrastructure expenses, (ii) payroll and related expenses for employees involved in platform development and internal-use system support, and (iii) charges for the usage of the server and computer equipment in relation to the research and development activities.
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) provision for settlement in principle of U.S. securities class action, which is non-recurring.
For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in thousands) General and administrative expenses 809,194 297,469 348,400 47,731 Sales and marketing expenses 39,771 55,503 50,109 6,865 Research and development expenses 63,884 80,279 87,012 11,921 Cost of revenues 6,406 8,576 11,118 1,523 Total 919,255 441,827 496,639 68,040 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, 2023 2024 2025 RMB RMB RMB US$ (in thousands) General and administrative expenses 297,469 348,400 139,824 19,995 Sales and marketing expenses 55,503 50,109 55,250 7,901 Research and development expenses 80,279 87,012 73,816 10,556 Cost of revenues 8,576 11,118 12,669 1,812 Total 441,827 496,639 281,559 40,264 136 Table of Contents 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.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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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) 5,253,917 2,131,865,628 10.2 % 77.3 % Langbo Guo * — * * Guizhen Ma * — * * Richard Weidong Ji (2) 488,947,307 — 2.3 % 0.6 % Shanshan Guo — — — — Jennifer Xinzhe Li * — * * Simon Chong Cai * — * * Kai Shen * — * * All directors and executive officers as a Group 618,491,344 2,131,865,628 13.1 % 78.0 % Principal Shareholders: SVF entities (3) 2,242,304,669 — 10.7 % 2.7 % Full Load Logistics (1) 5,253,900 2,131,865,628 10.2 % 77.3 % * Less than 1% of our total outstanding shares. 158 Table of Contents ** 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, 2025, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2025, 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, 2025. †† 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 change(6) 1,084,466,979 — 5.2 % 1.3 % * Less than 1% of our total outstanding shares. 159 Table of Contents ** 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, 2026, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2026, 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, 2026. †† 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.
Cai received his bachelor’s degree in mechanical engineering from Tsinghua University in the PRC in July 2004. Kai Shen has served as as our chief public affairs and risk officer since April 2025, and is in charge of corporate risk management framework, legal compliance matters, and government public relations strategy. Mr.
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 public affairs and risk officer since April 2025, and is in charge of corporate risk management framework, legal compliance matters, and government public relations strategy. Mr.
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; • 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; 156 Table of Contents • 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; • 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.
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; 157 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; • 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 158 Table of Contents • 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.
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.
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.
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. 150 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. 151 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.
GAAP that have been discussed with management and all other material written communications between the independent auditor and management; • establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; • annually reviewing and reassessing the adequacy of our audit committee charter; • such other matters that are specifically delegated to our audit committee by our board of directors from time to time; • meeting separately, periodically, with management, internal auditors and the independent auditor; and • reporting regularly to the full board of directors.
GAAP that have been discussed with management and all other material written communications between the independent auditor and management; 157 Table of Contents • establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; • annually reviewing and reassessing the adequacy of our audit committee charter; • such other matters that are specifically delegated to our audit committee by our board of directors from time to time; • meeting separately, periodically, with management, internal auditors and the independent auditor; and • reporting regularly to the full board of directors.
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. In the year ended December 31, 2024, 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, 2024 of erroneously awarded compensation to be recovered.
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. In the year ended December 31, 2025, 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, 2025 of erroneously awarded compensation to be recovered.
Share Ownership The following table sets forth information as of March 31, 2025 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, 2026 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.
We did not grant any options to our directors and executive officers under the 2018 Plan for the year ended December 31, 2024. 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, 2025. 2021 Plan We adopted the 2021 equity incentive plan in April 2021, which was amended in November 2021, or the 2021 Plan.
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.
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: JOYY). He has served at All-Stars Investment Limited, a company offering investment services, since April 2014, where he is the co-founder and managing partner.
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. 152 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.
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. 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.
Upon the completion of the acquisition, ordinary shares in TYT held by non-controlling interest holders, who are also management of the TYT, are restricted and subject to a four-year vesting period starting from July 1, 2022. 154 Table of Contents C. Board Practices Board of Directors Our board of directors consists of six directors.
Upon the completion of the acquisition, ordinary shares in TYT held by non-controlling interest holders, who are also management of the TYT, are restricted and subject to a four-year vesting period starting from July 1, 2022. C. Board Practices Board of Directors Our board of directors consists of six directors.
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. 153 Table of Contents 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. Administration The 2021 Plan is administered by the compensation committee.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. Duties of Directors Under Cayman Islands law, our directors have a fiduciary duty to act honestly in good faith with a view to our best interests.
None of our non-executive directors has a service contract with us that provides for benefits upon termination of service. 155 Table of Contents Duties of Directors Under Cayman Islands law, our directors have a fiduciary duty to act honestly in good faith with a view to our best interests.
Our officers are elected by and serve at the discretion of the board of directors. 155 Table of Contents Board Committees Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter that has been approved by our board of directors.
Our officers are elected by and serve at the discretion of the board of directors. Board Committees Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter that has been approved by our board of directors.
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.
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.
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.
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, 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 and All-Stars Investment Master Fund Mr.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company. 159 Table of Contents F.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company. F.
Each of Ms. Jennifer Xinzhe Li and Mr. Shanshan Guo satisfies the requirements for an “independent director” within the meaning of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and meets the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act.
Shanshan Guo satisfies the requirements for an “independent director” within the meaning of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and meets the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act.
Shen received his bachelor’s degree in law from Hunan University in the PRC in June 2003 and master’s degree in project management from Zhejiang University in the PRC in September 2014. B. Compensation In 2024, the Group paid aggregate cash compensation of approximately RMB28.0 million to our directors and executive officers as a group.
Shen received his bachelor’s degree in law from Hunan University in the PRC in June 2003 and master’s degree in project management from Zhejiang University in the PRC in September 2014. B. Compensation In 2025, the Group paid aggregate cash compensation of approximately RMB23.2 million to our directors and executive officers as a group.
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.
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.
(2) The number of ordinary shares beneficially owned is as of March 31, 2025, and consists of (i) 2,427,594 ADSs 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 held by All-Stars PEIISP IV Limited, (vi) 11,828,927 Class A ordinary shares and 421,316 ADSs held by All-Stars Investment Master Fund and (vii) 1,760,755 ADSs held by Mr.
(2) The number of ordinary shares beneficially owned is as of March 31, 2026, and consists of (i) 2,427,594 ADSs 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 held by All-Stars PEIISP IV Limited, (vi) 421,316 ADSs held by All-Stars Investment Master Fund and (vii) 2,576,355 ADSs held by 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.
From March 2005 to June 2013, he served at Morgan Stanley Asia Limited with his last position as a managing director in the research division in Hong Kong. Mr.
Name Age Position(s) Peter Hui Zhang 46 Founder, Chairman, Chief Executive Officer and Director Langbo Guo 53 President and Director Guizhen Ma 43 Director Richard Weidong Ji 57 Director Shanshan Guo 45 Independent Director Jennifer Xinzhe Li 57 Independent Director Simon Chong Cai 42 Chief Financial Officer Kai Shen 44 Chief Public Affairs and Risk Officer 149 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.
Name Age Position(s) Peter Hui Zhang 47 Founder, Chairman, Chief Executive Officer and Director Langbo Guo 54 President and Director Guizhen Ma 44 Director Richard Weidong Ji 58 Director Shanshan Guo 46 Independent Director Jennifer Xinzhe Li 58 Independent Director Simon Chong Cai 43 Chief Financing and Investment Officer Kai Shen 45 Chief Public Affairs and Risk Officer 150 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.
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, 2025, Master Quality Group Limited held 17,513,175 Class A ordinary shares and 21,636,500 Class A ordinary shares represented by ADSs.
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, 2026, Master Quality Group Limited held 17,513,175 Class A ordinary shares and 10,099,060 Class A ordinary shares represented by ADSs.
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.
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.
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.
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 171 Main Street, PO Box 92, Road Town, Tortola, British Virgin Islands, VG 1110.
Award Grants As of March 31, 2025, options to purchase 20,283,835 Class A ordinary shares were granted and outstanding under the 2018 Plan.
Award Grants As of March 31, 2026, options to purchase 16,723,795 Class A ordinary shares were granted and outstanding under the 2018 Plan.
Award Grants We granted options to certain employees under the 2021 Plan. As of March 31, 2025, options to purchase 193,493,579 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, 2024.
As of March 31, 2026, options to purchase 247,514,687 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, 2025.
Li received her bachelor of arts degree with major in English from Tsinghua University in the PRC in July 1990 and her master of business administration (MBA) degree from the University of British Columbia in Canada in May 1994. Simon Chong Cai has served as our chief financial officer since 2020. Mr.
Li received her bachelor of arts degree with major in English from Tsinghua University in the PRC in July 1990 and her master of business administration (MBA) degree from the University of British Columbia in Canada in May 1994.
Cai currently holds various positions in other members of our Company, including director, general manager and legal representative. Previously, he was the chief financial officer of Yunmanman from 2017 to 2020. Prior to joining our Company, Mr. Cai spent over 12 years in investment banking roles.
Previously, he was the chief financial officer of Yunmanman from 2017 to 2020. Prior to joining our Company, Mr. Cai spent over 12 years in investment banking roles.
Each committee’s members and functions are described below. Audit Committee Our audit committee currently consists of Ms. Jennifer Xinzhe Li and Mr. Shanshan Guo. Ms. Jennifer Xinzhe Li is the chairperson of our audit committee. Ms. Jennifer Xinzhe Li satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.
Jennifer Xinzhe Li satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Ms. Jennifer Xinzhe Li and Mr.
Ltd. and SVF Truck is 138 Market Street #27-01A, Capitagreen, Singapore 048926. As of March 31, 2025, a total of 16,123,183,996 Class A ordinary shares were held by six 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, 2026, a total of 16,622,290,176 Class A ordinary shares were held by six 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.
Vesting Schedule The vesting schedule of each equity award granted under the Plan will be set forth in the award agreement for such equity award. Amendment and Termination The 2021 Plan may at any time be amended or terminated with the approval of our board of directors, subject to the limitations of applicable laws.
Amendment and Termination The 2021 Plan may at any time be amended or terminated with the approval of our board of directors, subject to the limitations of applicable laws. Award Grants We granted options to certain employees under the 2021 Plan.
Term Unless terminated earlier, the 2021 Plan will continue in effect for a term of ten years from the date of its adoption. Award Agreements Equity awards granted under the 2021 Plan are evidenced by award agreements that set forth the terms, conditions and limitations for each award, which must be consistent with the 2021 Plan.
Award Agreements Equity awards granted under the 2021 Plan are evidenced by award agreements that set forth the terms, conditions and limitations for each award, which must be consistent with the 2021 Plan. Vesting Schedule The vesting schedule of each equity award granted under the Plan will be set forth in the award agreement for such equity award.
(1) The number of ordinary shares beneficially owned is as of March 31, 2025, 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.
(1) The number of ordinary shares beneficially owned is as of March 31, 2026, and consists of (i) 2,100,628,281 Class B ordinary shares held by Full Load Logistics and (ii) 17 of the Class A ordinary shares held by Master Quality Group Limited, which Mr. Peter Hui Zhang has dispositive power over.
(3) The number of ordinary shares beneficially owned is as of December 31, 2024, as reported in the Amendment No. 5 to the Schedule 13G filed jointly by the Softbank funds on February 14, 2025, and consists of (i) 1,720,606,089 Class A Ordinary Shares and (ii) 521,698,580 Class A Ordinary Shares represented by 26,084,929 ADSs held by SVF Truck (Singapore) Pte.
(3) The number of ordinary shares beneficially owned is as of September 30, 2025, as reported in the Amendment No. 7 to the Schedule 13G filed jointly by the Softbank funds on November 14, 2025, and consists of (i) 1,183,520,529 Class A Ordinary Shares and (ii) 202,502,240 Class A Ordinary Shares represented by 10,125,112 ADSs held by SVF Truck (Singapore) Pte.
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, 2025 was 20,917,883,859, comprising 18,786,018,231 Class A ordinary shares and 2,131,865,628 Class B ordinary shares. The total number of free float shares as of March 31, 2025 was 15,921,631,380.
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, 2026 was 20,750,886,585, comprising 18,650,204,304 Class A ordinary shares and 2,100,682,281 Class B ordinary shares. The total number of free float shares as of March 31, 2026 was 16,483,652,000.
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.
Upon satisfaction of applicable vesting conditions, Class A ordinary shares held by Master Quality Group Limited may be transferred to the relevant participants.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. 151 Table of Contents For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” In 2022, we repurchased a number of Class A ordinary shares that correspond to part of the vested share-based awards previously granted to certain of our employees and executive officers.
For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” 152 Table of Contents In May 2025, we repurchased a total of 60,728,727 ordinary shares that correspond to part of the vested share-based awards previously granted to certain of our executive officers for an aggregate consideration of US$37,499,988.92 in privately negotiated transactions.
The administrator will determine the terms and conditions of each equity award. Change in Control In the event of a change in control, the administrators may accelerate the vesting, purchase of equity awards from holders and provide for the assumption, conversion or replacement of equity awards.
Change in Control In the event of a change in control, the administrators may accelerate the vesting, purchase of equity awards from holders and provide for the assumption, conversion or replacement of equity awards. 154 Table of Contents Term Unless terminated earlier, the 2021 Plan will continue in effect for a term of ten years from the date of its adoption.
Added
He is in charge of financial, tax, cash planning and management, strategic planning and operational analysis. He was our chief strategy officer from March 2018 to May 2023.
Added
Simon Chong Cai has served as our chief financing and investment officer in charge of financing, investment and investor relations since May 2025. He was our chief financial officer from 2020 to May 2025. Mr. Cai currently holds various positions in other members of our Company, including director, general manager and legal representative.
Added
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers.
Added
Pursuant to the trust deed, neither the trustee nor the nominee may exercise the voting rights associated with the shares held by the nominee. 153 Table of Contents 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.
Added
The administrator will determine the terms and conditions of each equity award.
Added
Each committee’s members and functions are described below. 156 Table of Contents Audit Committee Our audit committee currently consists of Ms. Jennifer Xinzhe Li and Mr. Shanshan Guo. Ms. Jennifer Xinzhe Li is the chairperson of our audit committee. Ms.
Added
Ordinary Shares Beneficially Owned Number of Class A ordinary shares Number of Class B ordinary shares % of total ordinary shares† % of voting power†† Directors and Executive Officers**: Peter Hui Zhang (1) 17 2,100,682,281 10.1 % 77.2 % Langbo Guo * — * * Guizhen Ma * — * * Richard Weidong Ji (2) 493,430,380 — 2.4 % 0.6 % Shanshan Guo — — — — Jennifer Xinzhe Li * — * * Simon Chong Cai * — * * Kai Shen * — * * All directors and executive officers as a Group 590,225,797 2,100,682,281 13.0 % 77.9 % Principal Shareholders: SVF entities (3) 1,386,022,769 — 6.7 % 1.7 % Full Load Logistics (1) 17 2,100,682,281 10.1 % 77.2 % First Beijing Investment Ltd (4) 1,532,331,360 — 7.4 % 1.9 % FIL Limited (5) 1,266,827,600 — 6.1 % 1.6 % Invesco Ltd.
Added
Ji is a director of All-Stars General Partners I Limited, which serves as a director of PESP VIII Limited, and shares the voting and investment powers over the shares held by PESP VIII Limited. Mr.
Added
Ji is also a director of All-Stars General Partners II Limited, which serves as a director of PEIISP IV Limited, and shares the voting and investment powers over the shares held by PEIISP IV Limited. Mr.
Added
Ltd. and SVF Truck is 138 Market Street #27-01A, Capitagreen, Singapore 048926.
Added
(4) The number of ordinary shares beneficially owned is as of December 31, 2025, as reported in the Amendment No. 2 to the Schedule 13G filed by First Beijing Investment Ltd (“First Beijing”) on February 17, 2026, and consists of 1,532,331,360 Class A Ordinary Shares represented by 76,616,568 ADSs held by First Beijing as record holder.
Added
The address of First Beijing is 16th Floor, On Building, 162 Queens Road, Central, Hong Kong. 160 Table of Contents (5) The number of ordinary shares beneficially owned is as of September 30, 2025, as reported in the Amendment No. 1 to the Schedule 13G filed by FIL Limited (“FIL”) on November 5, 2025, and consists of 1,266,827,600 Class A Ordinary Shares held by FIL as record holder.
Added
Pandanus Partners, L.P. (“Pandanus”) owns shares of FIL stock.
Added
While the percentage of total voting power represented by these shares of FIL voting stock may fluctuate as a result of changes in the total number of shares of FIL voting stock outstanding from time to time, it normally represents more than 25% and less than 48.5% of the total votes which may be cast by all holders of FIL voting stock.
Added
Pandanus Associates, Inc. (“PAI”) acts as general partner of Pandanus. Pandanus is owned by trusts for the benefit of members of the Johnson family, including FIL’s Chairman Abigail P. Johnson, but disclaims that any such member is a beneficial owner of the securities reported on the Schedule 13G.
Added
The address of FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19. (6) The number of ordinary shares beneficially owned is as of September 30, 2025, as reported in the Schedule 13G filed by Invesco Ltd. on November 6, 2025, and consists of 1,084,466,979 Class A Ordinary Shares held by Invesco Ltd. as record holder.
Added
Invesco Ltd., in its capacity as a parent holding company to its investment advisers, may be deemed to beneficially own the shares which are held of record by clients of Invesco Ltd. The address of Invesco Ltd. is 1331 Spring Street NE, Suite 2500, Atlanta, GA 30309.

Item 7. Management's Discussion & Analysis

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

10 edited+12 added−3 removed16 unchanged
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.
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. 162 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.
We shall use our reasonable best efforts to cause a registration statement on Form F-3 to become effective not later than 90 days after we receive a request. 161 Table of Contents Expenses of Registration We will bear all registration expenses, other than underwriting discounts and selling commissions incurred in connection with any demand (subject to certain exceptions), piggyback or F-3 registration.
We shall use our reasonable best efforts to cause a registration statement on Form F-3 to become effective not later than 90 days after we receive a request. Expenses of Registration We will bear all registration expenses, other than underwriting discounts and selling commissions incurred in connection with any demand (subject to certain exceptions), piggyback or F-3 registration.
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.
Organizational Structure.” 161 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.
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, Plus PRC Holding Ltd and Plus Automation, Inc.
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, Plus PRC Holding Ltd (now known as Giga.AI) and Plus Automation, Inc.
Both loans were fully paid by Plus PRC Holding Ltd in May 2024. In May 2024, our Company purchased convertible notes with a principal amount of US$20 million issued by Plus PRC Holding Ltd (the “Notes”). In January 2025, our Company purchased additional Notes in the amount of US$16 million.
Both loans were fully paid by Giga.AI in May 2024. In May 2024, our Company purchased convertible notes with a principal amount of US$20 million issued by Giga.AI (the “Notes”). In January 2025, our Company purchased additional Notes in the amount of US$16 million.
(acting for the account of its compartment 27), (x) PESP VIII Limited, (xi) AROMA TALENT LIMITED, (xii) Full Load Logistics Information Co., Ltd. and (xiii) Star Beauty Global Limited. 160 Table of Contents Parties to the agreement include over 80 legal entities that held our preferred shares prior to our IPO as follows: (i) Morespark Limited, (ii) Hillhouse TCA TRK Holdings Limited, (iii) Hillhouse TRK-III Holdings Limited, (iv) Shanghai Dingbei Enterprise Management Consulting Partnership (Limited Partnership), (v) Redview Capital Investment VI Limited, (vi) HERO FINE GROUP LIMITED, (vii) Eastern Bell International XXIV Limited, (viii) Violet Springs International Ltd, (ix) Pantheon Access Co-Investment Program, L.P.—Series 140, (x) Pantheon Multi-Strategy Primary Program 2014, L.P.—Series 200, (xi) Pantheon International PLC, (xii) GGV Capital VI L.P., (xiii) GGV Capital VI Plus L.P., (xiv) GGV VII Investments Pte.
Parties to the agreement include over 80 legal entities that held our preferred shares prior to our IPO as follows: (i) Morespark Limited, (ii) Hillhouse TCA TRK Holdings Limited, (iii) Hillhouse TRK-III Holdings Limited, (iv) Shanghai Dingbei Enterprise Management Consulting Partnership (Limited Partnership), (v) Redview Capital Investment VI Limited, (vi) HERO FINE GROUP LIMITED, (vii) Eastern Bell International XXIV Limited, (viii) Violet Springs International Ltd, (ix) Pantheon Access Co-Investment Program, L.P.—Series 140, (x) Pantheon Multi-Strategy Primary Program 2014, L.P.—Series 200, (xi) Pantheon International PLC, (xii) GGV Capital VI L.P., (xiii) GGV Capital VI Plus L.P., (xiv) GGV VII Investments Pte.
The consideration payable for our equity investment in JYBD had been fully paid. The Group had revenue from JYBD in the amount of RMB0.3 million, RMB0.1 million and nil in 2022, 2023 and 2024, respectively. The revenue in 2022 and 2023 was generated from lead-generation service provided to JYBD.
The consideration payable for our equity investment in JYBD had been fully paid. The Group had revenue from JYBD in the amount of RMB0.1 million, nil and nil in 2023, 2024 and 2025, respectively.
The Notes shall accrue at an interest rate of 12% per annum, compounded annually from the date of issuance. The Notes are convertible into preferred shares of Plus PRC Holding Ltd at a predetermined conversion price under certain stipulated conversion scenarios.
The Notes shall accrue at an interest rate of 12% per annum, compounded annually from the date of issuance. The Notes are convertible into preferred shares of Giga.AI at a predetermined conversion price under certain stipulated conversion scenarios. Unless converted into conversion shares, the principal and accrued interest of the Notes shall be due and payable on May 12, 2026.
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. 162 Table of Contents 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.
In February 2024, our Company, Giga.AI and its affiliates entered into a loan agreement, pursuant to which our Company agreed to make available to Giga.AI a loan in the principal amount of US$3,500,000 in one lump sum.
The Group accrued service fee to JYBD in the amount of RMB7.5 million, nil and nil in 2022, 2023 and 2024, respectively, for road rescue service provided by JYBD. 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.
The revenue in 2023 was generated from lead-generation service provided to JYBD. 163 Table of Contents Transactions with Certain Executive Officers On May 19, 2025, we repurchased a total of 60,728,727 ordinary shares from certain of our executive officers for an aggregate consideration of US$37,499,988.92 in privately negotiated transactions.
Removed
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.
Added
(acting for the account of its compartment 27), (x) PESP VIII Limited, (xi) AROMA TALENT LIMITED, (xii) Full Load Logistics Information Co., Ltd. and (xiii) Star Beauty Global Limited.
Removed
As of December 31, 2024, our Company held 51.0% equity interest and 61.9% voting rights in Plus PRC Holding Ltd on an as-if converted basis (excluding shares issuable upon conversion of the convertible notes described below), and 19.8% equity interest and 1.2% voting rights in Plus Automation, Inc. on an as-if converted basis.
Added
The repurchased shares correspond to part of the vested share-based awards previously granted to these executive officers. The repurchase price was set at US$0.6175 per ordinary share, which was determined by dividing US$12.35, the closing price of our ADSs on May 16, 2025, by 20, which is the ratio of our Class A ordinary shares to ADSs.
Removed
Unless converted into conversion shares, the principal and accrued interest of the Notes shall be due and payable on May 12, 2026. C. Interests of Experts and Counsel Not applicable.
Added
We cancelled all of the repurchased shares in accordance with applicable rules and regulations. The above share repurchases were conducted pursuant to resolutions of our board of directors, which authorized us to repurchase ordinary shares corresponding to vested share-based awards granted under our share incentive plans.
Added
Such repurchases were not conducted, and therefore will not reduce the amount of ADSs and/or ordinary shares that we may repurchase, under our existing share repurchase program as described in “Item 16E.
Added
Purchase of Equity Securities by the Issuer and Affiliated Purchasers.” Such repurchases were intended to enable the executive officers to realize the benefits from some of their vested share-based awards through privately negotiated transactions as opposed to reselling such shares in the open market. Among these executive officers, Mr.
Added
Peter Hui Zhang used all net proceeds from our repurchase of his vested shares for his investment in the preferred shares of Giga.AI. The repurchases were funded from our existing cash reserves.
Added
In July 2025, we made an additional investment in preferred shares issued by Giga.AI with a cash consideration of US$85 million.
Added
Meanwhile, we elected to convert our convertible notes on the same date into preferred shares of Giga.AI with the amount of US$40 million, which represents total unpaid principal and unpaid accrued interest of the convertible notes at the conversion date.
Added
Upon completion of such transaction, we held 69.9% equity interest on an as-if converted basis and 76.1% voting rights in Giga.AI., and with the amendment to the memorandum and articles of association of Giga.AI that allowed our Company to control the board of Giga.AI, we consolidated the financial results of Giga.AI into our consolidated financial statements.
Added
In September 2025, we purchased additional preferred shares of Giga.AI from Plus Automation, Inc. at a consideration of US$20 million. After completion of the purchase transaction, we held 80.8% equity interest on an as-if converted basis and 80.8% voting rights in Giga.AI, and our control over Giga.AI has not changed.
Added
As of December 31, 2025, We had paid US$18 million to Plus Automation, Inc., with the remaining consideration of RMB14,058 recorded in amounts due to related parties. 164 Table of Contents As of December 31, 2025, our Company also held 17.2% equity interest in Plus Automation, Inc. on a fully diluted basis and each preferred share held by us was entitled to one-fourth of one vote.
Added
C. Interests of Experts and Counsel Not applicable.

Other YMM 10-K year-over-year comparisons