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What changed in Full Truck Alliance Co. Ltd.'s 20-F — 2023 vs 2024

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Paragraph-level year-over-year comparison of Full Truck Alliance Co. Ltd.'s 2023 and 2024 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 2024 report.

+729 added−711 removedSource: 20-F (2025-04-14) vs 20-F (2024-04-15)

Top changes in Full Truck Alliance Co. Ltd.'s 2024 20-F

729 paragraphs added · 711 removed · 590 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

221 edited+55 added−49 removed657 unchanged
Biggest change(3,654,448 ) (51,939 ) 256,363 (204,424 ) (3,654,448 ) 406,762 220,663 774,721 (995,384 ) 406,762 Deemed dividend to convertible redeemable preferred shares (518,432 ) — — — (518,432 ) — — — — — Net (loss) income attributable to ordinary shareholders (4,172,880 ) (51,939 ) 256,363 (204,424 ) (4,172,880 ) 406,762 220,663 774,721 (995,384 ) 406,762 10 Table of Contents For the Year Ended December 31, 2023 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$ RMB US$ RMB US$ RMB US$ RMB US$ (in thousands) Freight Matching Services — — 5,715,859 805,063 1,332,971 187,745 — — 7,048,830 992,808 Freight brokerage — — 3,916,409 551,615 — — — — 3,916,409 551,615 Freight listings — — 929,353 130,897 — — — — 929,353 130,897 Transaction commission — — 870,097 122,551 1,332,971 187,745 — — 2,203,068 310,296 Value-added services (1) — — 254,301 35,818 2,784,880 392,243 (1,651,852 ) (232,659 ) 1,387,329 195,402 Credit solutions — — — — 1,001,892 141,114 — — 1,001,892 141,114 Other value-added services — — 254,301 35,818 1,782,988 251,129 (1,651,852 ) (232,659 ) 385,437 54,288 Net Revenues — — 5,970,160 840,881 4,117,851 579,988 (1,651,852 ) (232,659 ) 8,436,159 1,188,210 Operating expenses: Cost of revenues (1) (8,567 ) (1,207 ) (3,709,892 ) (522,527 ) (494,058 ) (69,587 ) 93,501 13,170 (4,119,016 ) (580,151 ) Sales and marketing expenses (1) (55,280 ) (7,786 ) (819,013 ) (115,356 ) (570,620 ) (80,370 ) 205,722 28,976 (1,239,191 ) (174,536 ) General and administrative expenses (1) (386,155 ) (54,389 ) (1,489,536 ) (209,797 ) (414,615 ) (58,396 ) 1,352,629 190,513 (937,677 ) (132,069 ) Research and development expenses (1) (76,817 ) (10,819 ) (216,739 ) (30,527 ) (653,079 ) (91,985 ) — — (946,635 ) (133,331 ) Provision for loans receivable — — — — (234,599 ) (33,043 ) — — (234,599 ) (33,043 ) Total operating expenses (526,819 ) (74,201 ) (6,235,180 ) (878,207 ) (2,366,971 ) (333,381 ) 1,651,852 232,659 (7,477,118 ) (1,053,130 ) Other operating income — — 17,633 2,484 20,755 2,923 — — 38,388 5,407 (Loss) income from operations (526,819 ) (74,201 ) (247,387 ) (34,842 ) 1,771,635 249,530 — — 997,429 140,487 Other income (expense) Interest income (2) 771,606 108,678 61,681 8,688 309,976 43,659 (1,402 ) (197 ) 1,141,861 160,828 Interest expenses (2) — — (1,402 ) (197 ) — — 1,402 197 — — Foreign exchange gain (loss) 1,152 162 — — (3,301 ) (465 ) — — (2,149 ) (303 ) Investment income 52,177 7,349 — — 3,444 485 — — 55,621 7,834 Unrealized gains from fair value changes of investments and derivative assets 12,852 1,810 — — 86 12 — — 12,938 1,822 Other income, net 116,546 16,416 7,445 1,049 6,273 882 — — 130,264 18,347 Share of loss in equity method investees — — — — (2,067 ) (291 ) — — (2,067 ) (291 ) Total other income 954,333 134,415 67,724 9,540 314,411 44,282 — — 1,336,468 188,237 Net income (loss) before income tax 427,514 60,214 (179,663 ) (25,302 ) 2,086,046 293,812 — — 2,333,897 328,724 Income tax expense (93,914 ) (13,228 ) (8,297 ) (1,169 ) (4,593 ) (646 ) — — (106,804 ) (15,043 ) Equity in gain of subsidiaries and consolidated affiliates (3) 1,879,288 264,694 — — — — (1,879,288 ) (264,694 ) — — Net income (loss) 2,212,888 311,680 (187,960 ) (26,471 ) 2,081,453 293,166 (1,879,288 ) (264,694 ) 2,227,093 313,681 Less: Measurement adjustment attributable to redeemable non-controlling interests — — — — 15,457 2,177 — — 15,457 2,177 Less: Net income (loss) attributable to non-controlling interests — — 3,003 423 65 9 (4,320 ) (608 ) (1,252 ) (176 ) Net income (loss) attributable to ordinary shareholders 2,212,888 311,680 (190,963 ) (26,894 ) 2,065,931 290,980 (1,874,968 ) (264,086 ) 2,212,888 311,680 11 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, 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.
These efforts may also prove to be more expensive than we anticipate, and we may not succeed in increasing the Group’s revenue sufficiently to offset these expenses. For example, we may aggressively expand the Group’s market share in the intra-city and LTL verticals, and we may incur substantial costs in connection with such efforts.
These efforts may also prove to be more expensive than we anticipate, and we may not succeed in increasing the Group’s revenue sufficiently to offset these expenses. For example, we may aggressively expand the Group’s market share in the LTL and intra-city verticals, and we may incur substantial costs in connection with such efforts.
Business Overview — Regulatory Matters — Regulations Related to Anti-Monopoly.” Stricter anti-monopoly and anti-unfair competition enforcement by the PRC regulatory authorities, especially enforcement actions focused on platform economy, may, among other things, prohibit the Group from future acquisitions, divestitures or combinations the Group plans to make, impose fines or penalties, require divestiture of certain of the Group’s assets, or impose other restrictions that limit or require the Group to modify its operations, including limitations on the Group’s contractual relationships with shippers and truckers or restrictions on the Group’s pricing or revenue models, which could materially and adversely affect the Group’s business, financial condition, results of operations and future prospects.
Business Overview — Regulatory Matters — Regulations Related to Anti-Monopoly and Anti-unfair Competition.” Stricter anti-monopoly and anti-unfair competition enforcement by the PRC regulatory authorities, especially enforcement actions focused on platform economy, may, among other things, prohibit the Group from future acquisitions, divestitures or combinations the Group plans to make, impose fines or penalties, require divestiture of certain of the Group’s assets, or impose other restrictions that limit or require the Group to modify its operations, including limitations on the Group’s contractual relationships with shippers and truckers or restrictions on the Group’s pricing or revenue models, which could materially and adversely affect the Group’s business, financial condition, results of operations and future prospects.
In addition, because the Group’s revenue generated from freight brokerage and online transaction service is related to the available working days of shippers and truckers, national holidays and the number of business days during a given period may also create seasonal impact on the Group’s results of operations.
In addition, because the Group’s revenue generated from freight brokerage service and online transaction service is related to the available working days of shippers and truckers, national holidays and the number of business days during a given period may also create seasonal impact on the Group’s results of operations.
Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.
Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities.
After we filed our annual report on Form 20-F for the fiscal year ended December 31, 2021 that included an audit report issued by Deloitte Touche Tohmatsu Certified Public Accountants LLP on April 25, 2022, the SEC conclusively identified us as an SEC-identified issuer on May 26, 2022.
After we filed our annual report on Form 20-F for the fiscal year ended December 31, 2021 that included an audit report issued by Deloitte Touche Tohmatsu Certified Public Accountants LLP on April 25, 2022, the SEC conclusively identified us as an SEC-identified issuer on May 26, 2022.
According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.
According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.
Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: • difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business; • inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits, including the inability to successfully further develop the acquired technology; • difficulties in retaining, training, motivating and integrating key personnel; • diversion of management’s time and resources from the Group’s normal daily operations and potential disruptions to its ongoing business; • strain on the Group’s liquidity and capital resources; • difficulties in executing intended business plans and achieving the intended objectives, benefits, revenue-enhancing opportunities or synergies from such strategic investments or acquisitions; • difficulties in maintaining uniform standards, controls, procedures and policies within the overall organization; • difficulties in retaining relationships with existing business partners of the acquired business; • risks of entering markets in which the Group has limited or no prior experience; • regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; 47 Table of Contents • assumption of contractual obligations that contain terms that are not beneficial to the Group, require it to license or waive intellectual property rights or increase its risk for liability; • liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities and litigations and other proceedings initiated in connection therewith; • in the case of overseas acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries; and • unexpected costs and unknown risks and liabilities associated with strategic in-vestments or acquisitions.
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.
Political tensions between the United States and China have escalated in recent years due to, among other things, the trade war between the two countries since 2018, the COVID-19 outbreak, the PRC National People’s Congress’ passage of Hong Kong national security legislation, the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S. government, and the imposition of sanctions on certain individuals from the U.S. by the Chinese government, various executive orders issued by former U.S.
Political tensions between the United States and China have escalated in recent years due to, among other things, the trade war between the two countries since 2018, the COVID-19 outbreak, the PRC National People’s Congress’ passage of Hong Kong national security legislation, the imposition of U.S. sanctions on certain Chinese officials from China’s central government and the Hong Kong Special Administrative Region by the U.S. government, and the imposition of sanctions on certain individuals from the U.S. by the Chinese government, various executive orders issued by U.S.
The Group’s quarterly results of operations, including the levels of its revenue, operating cost and expenses, net (loss)/income and other key metrics such as fulfilled orders, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of the Group’s operating results may not be meaningful, especially given the Group’s limited operating history.
The Group’s quarterly results of operations, including the levels of its revenue, operating cost and expenses, net income and other key metrics such as fulfilled orders, may vary significantly in the future due to a variety of factors, some of which are outside of our control, and period-to-period comparisons of the Group’s operating results may not be meaningful, especially given the Group’s limited operating history.
However, uncertainties still exist with respect to the interpretation and implementation of existing and future laws and regulations governing small loan companies. For example, recent SPC guidance and judgment indicate that the portion of annualized interest rate, or APR, charged by financial institutions in excess of 24% per annum will not be supported in litigations.
However, uncertainties still exist with respect to the interpretation and implementation of existing and future laws and regulations governing small loan companies. For example, SPC guidance and judgment indicate that the portion of annualized interest rate, or APR, charged by financial institutions in excess of 24% per annum will not be supported in litigations.
Any privacy or data security breach or failure to comply with these laws and regulations could have a material adverse impact on the Group’s reputation, brand, business and results of operations. In April 2020, the Cyberspace Administration of China, or CAC, and eleven other regulatory authorities of the PRC jointly promulgated the Rules on Cybersecurity Review.
Any privacy or data security breach or failure to comply with these laws and regulations could have a material adverse impact on the Group’s reputation, brand, business and results of operations. In April 2020, the Cyberspace Administration of China, or CAC, and other regulatory authorities of the PRC jointly promulgated the Rules on Cybersecurity Review.
These actions could expose the Group to negative publicity, substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. 43 Table of Contents In addition, the Group’s directors, management and key employees may from time to time be subject to litigation, regulatory investigations, proceedings, confinement and/or negative publicity or otherwise face potential liability in relation to commercial, labor, employment, securities or other matters, which could affect their ability or willingness to continue to serve the Group or dedicate their efforts to the Group and negatively affect the Group’s brand and reputation, resulting in an adverse effect on its business, results of operations and financial condition.
These actions could expose the Group to negative publicity, substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. 45 Table of Contents In addition, the Group’s directors, management and key employees may from time to time be subject to litigation, regulatory investigations, proceedings, confinement and/or negative publicity or otherwise face potential liability in relation to commercial, labor, employment, securities or other matters, which could affect their ability or willingness to continue to serve the Group or dedicate their efforts to the Group and negatively affect the Group’s brand and reputation, resulting in an adverse effect on its business, results of operations and financial condition.
We may not be able to effectively manage the Group’s growth, control the Group’s expenses or implement the Group’s business strategies; • The Group’s business may be affected by fluctuations in China’s road transportation market; • If we are unable to attract or maintain a critical mass of shippers and truckers in a cost-effective manner, whether as a result of competition or other factors, transaction activities on the FTA platform and the Group’s financial results would be adversely impacted; • The Group’s business is subject to complex and evolving PRC laws and regulations relating to cybersecurity and data security; • We may not succeed in continuing to maintain, protect and strengthen the Group’s brands, and any negative publicity about the Group, its business, its management, its ecosystem participants or the road transportation market in general, may materially and adversely affect the Group’s reputation, business, results of operations and growth; • If the Group’s solutions and services do not achieve and maintain sufficient market acceptance or provide the expected benefits to ecosystem participants, its financial condition, results of operations and competitive position will be materially and adversely affected; • If the Group’s users, other ecosystem participants or their employees engage in, or are subject to, criminal, violent, fraudulent, inappropriate or dangerous activities, the Group’s reputation, business, financial condition, and operating results may be adversely impacted; • The profitability of the Group’s freight brokerage service has been and is expected to continue to be reliant upon, among others, grants provided by local government authorities.
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.
Factors that may cause fluctuations in the Group’s quarterly financial results include: • the Group’s ability to attract or maintain a critical mass of shippers and truckers; 41 Table of Contents • the levels of user engagement and transaction activities; • the mix of solutions and services the Group offers; • the amount and timing of incurrence of the Group’s operating cost and expenses and the maintenance and expansion of its business, operations and infrastructure; • the Group’s focus on the long-term success and future growth, instead of near-term profit; • the Group’s ability to execute its monetization strategies; • network outages or security breaches; • general economic, industry and market conditions; and • changes in applicable laws and regulations, as well as our involvement in legal or regulatory actions.
Factors that may cause fluctuations in the Group’s quarterly financial results include: • the Group’s ability to attract or maintain a critical mass of shippers and truckers; 43 Table of Contents • the levels of user engagement and transaction activities; • the mix of solutions and services the Group offers; • the amount and timing of incurrence of the Group’s operating cost and expenses and the maintenance and expansion of its business, operations and infrastructure; • the Group’s focus on the long-term success and future growth, instead of near-term profit; • the Group’s ability to execute its monetization strategies; • network outages or security breaches; • general economic, industry and market conditions; and • changes in applicable laws and regulations, as well as our involvement in legal or regulatory actions.
Heightened regulatory inquiries, investigations and other governmental actions and approval requirements from governmental authorities such as the SAMR may be uncertain and could delay or inhibit our ability to complete these transactions and carry out the Group’s business operations, which could affect the Group’s ability to expand its business, maintain its market share or otherwise achieve the goals of our acquisition strategy, divert significant management time and attention and the Group’s financial resources, bring negative publicity, subject the Group to liabilities or administrative penalties, and/or materially and adversely affect the Group’s financial conditions, operations and business prospects. 34 Table of Contents We may not be able to compete effectively, which could materially and adversely affect the Group’s business, financial condition, results of operations and prospects, as well as its reputation and brands.
Heightened regulatory inquiries, investigations and other governmental actions and approval requirements from governmental authorities such as the SAMR may be uncertain and could delay or inhibit our ability to complete these transactions and carry out the Group’s business operations, which could affect the Group’s ability to expand its business, maintain its market share or otherwise achieve the goals of our acquisition strategy, divert significant management time and attention and the Group’s financial resources, bring negative publicity, subject the Group to liabilities or administrative penalties, and/or materially and adversely affect the Group’s financial conditions, operations and business prospects. 36 Table of Contents We may not be able to compete effectively, which could materially and adversely affect the Group’s business, financial condition, results of operations and prospects, as well as its reputation and brands.
On July 7, 2022, the CAC promulgated the Security Assessment Measures for Outbound Data Transfer, or the Security Assessment Measures, effective from September 1, 2022 to regulate outbound data transfer activities, protect the rights and interests of personal information, safeguard national security and social public interests, and promote the cross-border security and free flow of data.
Moreover, on July 7, 2022, the CAC promulgated the Security Assessment Measures for Outbound Data Transfer, or the Security Assessment Measures, effective from September 1, 2022 to regulate outbound data transfer activities, protect the rights and interests of personal information, safeguard national security and social public interests, and promote the cross-border security and free flow of data.
Our memorandum and articles of association provide that, unless otherwise agreed by us, (i) the federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions of the Securities Act or the Exchange Act, which are referred to as the “US Actions;” and (ii) save for such US Actions, the courts of the Cayman Islands shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim whether arising out of or in connection with our articles of association or otherwise, including without limitation: • any derivative action or proceeding brought on behalf of our Company, 72 Table of Contents • any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to our Company or our shareholders, • any action asserting a claim under any provision of the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised), as amended, of the Cayman Islands (the “Cayman Companies Act”), or our articles of association, including but not limited to any purchase or acquisition of shares, security or guarantee provided in consideration thereof, or • any action asserting a claim against our Company which if brought in the United States would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the United States).
Our memorandum and articles of association provide that, unless otherwise agreed by us, (i) the federal courts of the United States shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim arising under the provisions of the Securities Act or the Exchange Act, which are referred to as the “US Actions;” and (ii) save for such US Actions, the courts of the Cayman Islands shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim whether arising out of or in connection with our articles of association or otherwise, including without limitation: • any derivative action or proceeding brought on behalf of our Company, • any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to our Company or our shareholders, • any action asserting a claim under any provision of the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised), as amended, of the Cayman Islands (the “Cayman Companies Act”), or our articles of association, including but not limited to any purchase or acquisition of shares, security or guarantee provided in consideration thereof, or • any action asserting a claim against our Company which if brought in the United States would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the United States).
We believe these efforts are important to the Group’s long-term success and future growth, but they may have the effect of increasing the Group’s costs, reducing its revenue and/or increasing its net losses, and this effect may be significant in the short term and potentially in the long term.
We believe these efforts are important to the Group’s long-term success and future growth, but they may have the effect of increasing the Group’s costs, reducing its revenue and/or resulting in net losses, and this effect may be significant in the short term and potentially in the long term.
If the Group were required to obtain additional authorization, it may not be able to do so in a timely manner, or at all. 35 Table of Contents Moreover, we cannot assure you that the Group will be able to maintain existing licenses and permits, or renew any of them when their current term expires, or update information (such as information related to the Group’s websites, mobile applications, legal representatives, business scopes or professional staff) filed with regulators in time due to procedural or substantive requirements.
If the Group were required to obtain additional authorization, it may not be able to do so in a timely manner, or at all. 37 Table of Contents Moreover, we cannot assure you that the Group will be able to maintain existing licenses and permits, or renew any of them when their current term expires, or update information (such as information related to the Group’s websites, mobile applications, legal representatives, business scopes or professional staff) filed with regulators in time due to procedural or substantive requirements.
According to our PRC legal counsel, the failure to complete the registration process does not affect the validity of the property lease agreements but a maximum penalty of RMB10,000 may be imposed on us for the non-registration of each lease.
According to our PRC legal counsel, the failure to complete the registration process does not affect the validity of the property lease agreements but a maximum penalty of RMB10,000 for each leased property may be imposed on us for the non-registration of each lease.
In the event that we decide to terminate some of the Group’s employees or otherwise change the Group’s employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to affect those changes in a desirable or cost-effective manner, which could adversely affect the Group’s business and results of operations. 49 Table of Contents In addition, we cannot assure you that the Group’s employment practices will be deemed to be in compliance with labor-related laws and regulations in China due to interpretation and implementation uncertainties related to the evolving labor laws and regulations, which may subject us to labor disputes or government investigations.
In the event that we decide to terminate some of the Group’s employees or otherwise change the Group’s employment or labor practices, the Labor Contract Law and its implementation rules may limit our ability to affect those changes in a desirable or cost-effective manner, which could adversely affect the Group’s business and results of operations. 51 Table of Contents In addition, we cannot assure you that the Group’s employment practices will be deemed to be in compliance with labor-related laws and regulations in China due to interpretation and implementation uncertainties related to the evolving labor laws and regulations, which may subject us to labor disputes or government investigations.
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. 32 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. 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.
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.
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.
Risks Relating to Our Corporate Structure Risks and uncertainties relating to our corporate structure include, but are not limited to, the following: • If the PRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations; • Our contractual arrangements with the Group VIEs may result in adverse tax consequences to us; 17 Table of Contents • We rely on contractual arrangements with the Group VIEs and their shareholders to conduct a substantial part of the Group’s operations in China, which may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business; and • The shareholders of the Group VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
Risks Relating to Our Corporate Structure Risks and uncertainties relating to our corporate structure include, but are not limited to, the following: • If the PRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations; • Our contractual arrangements with the Group VIEs may result in adverse tax consequences to us; • We rely on contractual arrangements with the Group VIEs and their shareholders to conduct a substantial part of the Group’s operations in China, which may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business; and • The shareholders of the Group VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.
The Group’s existing or new solutions and services and changes to the FTA platform could fail to maintain or achieve sufficient market acceptance for many reasons, including but not limited to: • our failure to predict market demand accurately and supply solutions and services that meet this demand in a timely fashion; 24 Table of Contents • ecosystem participants may not like, find useful or agree with the functions and features of the Group’s solutions and/or services, fees charged for the Group’s solutions and/or services, or any changes we make; • our failure to properly price new solutions and services; • negative publicity about the Group’s solutions and services or the FTA platform’s performance or effectiveness; • the Group’s failure to satisfy the expectations of the quality or reliability of its solutions and/or services; • views taken by regulatory authorities that the Group’s solutions and services or platform changes do not comply with PRC laws, rules or regulations applicable to us; and • the introduction or anticipated introduction of competing solutions and services by our competitors, particularly in the intra-city and LTL segments.
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.
If new financing sources are required, but are insufficient or unavailable, we may need to modify the Group’s growth and operating plans and business strategies based on available funding, if any, which would harm the Group’s ability to grow its business. 44 Table of Contents The Group’s business depends substantially on the continuing efforts of our directors, executive officers, senior management, key employees and qualified personnel, and the Group’s operations may be severely disrupted if we lose their services.
If new financing sources are required, but are insufficient or unavailable, we may need to modify the Group’s growth and operating plans and business strategies based on available funding, if any, which would harm the Group’s ability to grow its business. 46 Table of Contents The Group’s business depends substantially on the continuing efforts of our directors, executive officers, senior management, key employees and qualified personnel, and the Group’s operations may be severely disrupted if we lose their services.
Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies. 67 Table of Contents You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on the United States or other foreign laws, against us, our directors, executive officers or the expert named in this annual report.
Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies. 69 Table of Contents 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.
We may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from the Group’s operations, and its business and operations may be materially and adversely affected. 55 Table of Contents 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.
We may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from the Group’s operations, and its business and operations may be materially and adversely affected. 57 Table of Contents 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.
Guizhen Ma hold 70% and 30% equity interest, respectively, in Manyun Software. Manyun Software and its subsidiaries are primarily involved in operating the Yunmanman apps and Shengsheng apps and providing freight matching services. (8) Include eight insignificant subsidiaries that are wholly-owned by Jiangsu Yunmanman. (9) In March 2021, Guizhou FTA became a Group VIE.
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.
Certain of our subsidiaries and the consolidated affiliates did not have any retained earnings available for distribution in the form of dividends as of December 31, 2023. In addition, registered capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.
Certain of our subsidiaries and the consolidated affiliates did not have any retained earnings available for distribution in the form of dividends as of December 31, 2024. In addition, registered capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.
According to the 2021 Negative List and other applicable laws and regulations, the industry of value-added telecommunications services (other than the services of electronic commerce, multiparty conferencing within the PRC, information storage and forwarding, and call center) generally falls into the restricted category with very limited exceptions in certain pilot demonstration zones.
According to the 2024 Negative List and other applicable laws and regulations, the industry of value-added telecommunications services (other than the services of electronic commerce, multiparty conferencing within the PRC, information storage and forwarding, and call center) generally falls into the restricted category with very limited exceptions in certain pilot demonstration zones.
In particular, we face a number of challenges relating to data from transactions and other activities on the FTA platform, including: • protecting the data in and hosted on the Group’s system, including against attacks on its system by external parties or misbehavior by its employees; 31 Table of Contents • addressing concerns related to privacy, security and other factors; and • complying with applicable laws, rules and regulations relating to the processing and security of data that include personal information and data that may be deemed core data or material data, including any requests from regulatory and government authorities relating to such data.
In particular, we face a number of challenges relating to data from transactions and other activities on the FTA platform, including: • protecting the data in and hosted on the Group’s system, including against attacks on its system by external parties or misbehavior by its employees; • addressing concerns related to privacy, security and other factors; and • complying with applicable laws, rules and regulations relating to the processing and security of data that include personal information and data that may be deemed core data or material data, including any requests from regulatory and government authorities relating to such data.
Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang apps and providing freight matching services and insurance brokerage services. (12) Include eleven insignificant subsidiaries that are wholly-owned by Manyun Software and one insignificant subsidiary that are majority-owned by Manyun Software. (13) Previously, Guiyang Huochebang Technology Co., Ltd., or Guiyang Huochebang, was a Group VIE.
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.
Nevertheless, the Group was able to generate gross profit from the freight brokerage service in 2021, 2022 and 2023 because the consolidated affiliates received grants from local government authorities. For details regarding government grants, see “Item 5. Operating and Financial Review and Prospects – Components of Results of Operations – Cost of Revenues”.
Nevertheless, the Group was able to generate gross profit from the freight brokerage service in 2022, 2023 and 2024 because the consolidated affiliates received grants from local government authorities. For details regarding government grants, see “Item 5. Operating and Financial Review and Prospects – Components of Results of Operations – Cost of Revenues”.
This instability or susceptibility could create serious challenges to the security and uninterrupted operation of the FTA platform and services, which would materially and adversely affect the Group’s business and reputation. 40 Table of Contents The Group’s collection and recovery efforts may become less effective and may also subject it to regulatory risks and reputational risks.
This instability or susceptibility could create serious challenges to the security and uninterrupted operation of the FTA platform and services, which would materially and adversely affect the Group’s business and reputation. 42 Table of Contents The Group’s collection and recovery efforts may become less effective and may also subject it to regulatory risks and reputational risks.
Peter Hui Zhang has the ability to control or exert significant influence over important corporate matters to the extent permitted under our memorandum and articles of association, and investors may be prevented from affecting important corporate matters involving our Company that require approval of shareholders, including, among others: • the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; and 54 Table of Contents • any determinations with respect to mergers or other business combinations.
Peter Hui Zhang has the ability to control or exert significant influence over important corporate matters to the extent permitted under our memorandum and articles of association, and investors may be prevented from affecting important corporate matters involving our Company that require approval of shareholders, including, among others: • the composition of our board of directors and, through it, any determinations with respect to the Group’s operations, business direction and policies, including the appointment and removal of officers; and • any determinations with respect to mergers or other business combinations.
There is considerable uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, such as the continuously rising U.S. interest rate. Economic conditions in China are sensitive to global economic conditions.
There is considerable uncertainty over the long-term effects of the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, such as the uncertainty of U.S. interest rate. Economic conditions in China are sensitive to global economic conditions.
Additionally, we may have to pay significant taxes upon the sale or transfer of these assets. Accordingly, we may never realize the value of these assets relative to the contributions we made to these businesses. 48 Table of Contents In addition, loss incurred by the Group’s equity method investees affects the Group’s results of operations.
Additionally, we may have to pay significant taxes upon the sale or transfer of these assets. Accordingly, we may never realize the value of these assets relative to the contributions we made to these businesses. 50 Table of Contents In addition, loss incurred by the Group’s equity method investees affects the Group’s results of operations.
In addition, beginning at the same time, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. As of December 31, 2023, our management has concluded that our internal control over financial reporting is effective. See “Item 15.
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.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (14) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (15) Include nine insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (14) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (15) Include eleven insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and we cannot assure you that the relevant PRC government authorities will reach the same conclusion.
However, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and we cannot assure you that the relevant PRC government authorities will reach the same conclusion in the future.
Ltd. is a Cayman Islands holding company with operations primarily conducted (i) through the consolidated affiliates in China and (ii) by our subsidiaries in China. 7 Table of Contents The following diagram summarizes how cash was transferred among our Company, our subsidiaries and the consolidated affiliates in 2021, 2022 and 2023.
Ltd. is a Cayman Islands holding company with operations primarily conducted (i) through the consolidated affiliates in China and (ii) by our subsidiaries in China. 7 Table of Contents The following diagram summarizes how cash was transferred among our Company, our subsidiaries and the consolidated affiliates in 2022, 2023 and 2024.
In addition, in certain circumstances, such as when the order prices are not available to us, the Group’s commissions for online transaction service are based on fair market prices estimated by our freight pricing models. The pricing methodology depends on the availability of comparable historical transaction data.
In addition, in certain circumstances, such as when the order prices are not available to us, the Group’s transaction service fees for online transaction service are based on fair market prices estimated by our freight pricing models. The pricing methodology depends on the availability of comparable historical transaction data.
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, 2024. 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 77.3% of the voting power of our total issued and outstanding shares as of March 31, 2025. As a result, Mr.
Below please find a summary of the principal risks we face, organized under relevant headings: Risks Relating to Our Business and Industry Risks and uncertainties relating to our business and industry include, but are not limited to, the following: • The Group’s historical financial and operating performance may not be indicative of its future prospects and results of operations due to the limited operating history of some of the Group’s business lines, evolving business model and changing market; 16 Table of Contents • The Group’s operations have grown substantially since inception.
Below please find a summary of the principal risks we face, organized under relevant headings: Risks Relating to Our Business and Industry Risks and uncertainties relating to our business and industry include, but are not limited to, the following: • The Group’s historical financial and operating performance may not be indicative of its future prospects and results of operations due to the limited operating history of some of the Group’s business lines, evolving business model and changing market; • The Group’s operations have grown substantially since inception.
Controls and Procedures — Management’s Annual Report on Internal Control over Financial Reporting.” Our independent registered public accounting firm has issued a report, which has concluded that we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023.
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.
If any further such deliberations were to materialize, the resulting legislation may have a material and adverse impact on the stock performance of China-based issuers listed in the United States such as us, and we cannot assure you that we will always be able to maintain the listing of our ADSs on a national stock exchange in the U.S., such as the NYSE or the Nasdaq Stock Market, or that you will always be allowed to trade our ADSs.
If any further such deliberations were to materialize, it may have a material and adverse impact on the stock performance of China-based issuers listed in the United States such as us, and we cannot assure you that we will always be able to maintain the listing of our ADSs on a national stock exchange in the U.S., such as the NYSE or the Nasdaq Stock Market, or that you will always be allowed to trade our ADSs.
The loss of interoperability, whether due to actions of third parties or otherwise, could adversely affect the Group’s business. 42 Table of Contents The Group’s use of third-party open source software could adversely affect the Group’s ability to offer its products and offerings and subject the Group to possible litigation.
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.
See “Risks Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” 53 Table of Contents We may lose the ability to use and benefit from, the licenses, approvals and assets held by the Group VIEs that are material to the operation of our business if any of the Group VIEs goes bankrupt or becomes subject to dissolution or liquidation proceeding.
See “Risks Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” We may lose the ability to use and benefit from, the licenses, approvals and assets held by the Group VIEs that are material to the operation of our business if any of the Group VIEs goes bankrupt or becomes subject to dissolution or liquidation proceeding.
SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises. We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments.
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.
Following the Statement of Protocol signed between the PCAOB and the China Securities Regulatory Commission and the Ministry of Finance of the PRC in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong from September to November 2022, the PCAOB Board voted in December 2022 to vacate the previous 2021 determinations, and as a result, our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, was no longer a registered public accounting firm that the PCAOB was unable to inspect or investigate completely as of the date of our annual report for the fiscal year ended December 31, 2022, or the 2022 annual report, and we were not identified as an SEC-identified issuer after we filed the 2022 annual report in 2023.
Following the Statement of Protocol signed between the PCAOB and the China Securities Regulatory Commission and the Ministry of Finance of the PRC in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong from September to November 2022, the PCAOB Board voted in December 2022 to vacate the previous 2021 determinations, and as a result, our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, was no longer a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, and we were not identified as an SEC-identified issuer after we filed our annual reports for the fiscal years ended December 31, 2022 and 2023.
Our memorandum and articles of association provide that in respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 30 votes, voting together as one class. Mr.
Our memorandum and articles of association provide that in respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one (1) vote, and each Class B ordinary share is entitled to thirty (30) votes, voting together as one class. Mr.
We may face similar risks for our freight listing service and online transaction service, although to a lesser extent, as the transportation is fulfilled by third-party truckers. 28 Table of Contents Historically, we allowed a number of truckers to register their vehicles with our transportation companies to satisfy their compliance and financing needs in connection with our legacy financial leasing business.
We may face similar risks for our freight listing service and online transaction service, although to a lesser extent, as the transportation is fulfilled by third-party truckers. Historically, we allowed a number of truckers to register their vehicles with our transportation companies to satisfy their compliance and financing needs in connection with our legacy financial leasing business.
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. 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. 21 Table of Contents The Group’s business may be affected by fluctuations in China’s road transportation market.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” Dividends paid to our foreign investors and gains on the sale of the ADSs or Class A ordinary shares by our foreign investors may be subject to PRC tax.
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.
Our company did not make cash transfers to the consolidated affiliates in 2021 and 2023. Our subsidiaries made cash transfers to the consolidated affiliates primarily in the form of intercompany loans in 2021, 2022 and 2023 to finance the consolidated affiliates’ operations. The consolidated affiliates made loan repayments and other cash transfers to our subsidiaries in 2021, 2022 and 2023.
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.
(3) Represents the Parent’s investments in subsidiaries and the consolidated affiliates, including share of gain or loss from such investments under the equity method of accounting, and the amounts due from subsidiaries and consolidated affiliates, which were eliminated upon consolidation.
(4) Represents the Parent’s investments in subsidiaries and the consolidated affiliates, including share of gain or loss from such investments under the equity method of accounting, and the amounts due from subsidiaries and consolidated affiliates, which were eliminated upon consolidation.
With respect to the Group’s commissions for online transaction service, underestimation of the fair market price would reduce the amount of commissions paid by truckers to us, and overestimation of such price would result in trucker dissatisfaction.
With respect to the Group’s transaction service fees for online transaction service, underestimation of the fair market price would reduce the amount of transaction service fees paid by truckers to us, and overestimation of such price would result in trucker dissatisfaction.
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.
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.
Furthermore, there can be no assurance that we will be able to renew our licenses for financial guarantee business when such licenses expire in the future. 36 Table of Contents In November 2020, the CBIRC and People’s Bank of China, or the PBOC, published the draft Interim Measures for the Administration of Online Small Loan Business, or the Draft Online Small Loan Measures.
Furthermore, there can be no assurance that we will be able to renew our licenses for financial guarantee business when such licenses expire in the future. In November 2020, the CBIRC and People’s Bank of China, or the PBOC, published the draft Interim Measures for the Administration of Online Small Loan Business, or the Draft Online Small Loan Measures.
Any decline in the number of shippers or truckers using the FTA platform or their activity level on the FTA platform would reduce the value of the Group’s network and would harm its future operating results. 21 Table of Contents The Group’s business is subject to complex and evolving PRC laws and regulations relating to cybersecurity and data security.
Any decline in the number of shippers or truckers using the FTA platform or their activity level on the FTA platform would reduce the value of the Group’s network and would harm its future operating results. The Group’s business is subject to complex and evolving PRC laws and regulations relating to cybersecurity and data security.
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.
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.
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.
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 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. Certain cash loans for truckers are funded by an institutional funding partner, and we guarantee such loans through arrangements with the institutional funding partner.
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. A small amount of cash loans for truckers are funded by an institutional funding partner, and we guarantee such loans through arrangements with the institutional funding partner.
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.
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.
All these fluctuations and incidents may have a material and adverse effect on the trading price of our ADSs. 68 Table of Contents 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; • 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; 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.
Following the Statement of Protocol signed between the PCAOB and the China Securities Regulatory Commission and the Ministry of Finance of the PRC in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong from September to November 2022, the PCAOB Board voted in December 2022 to vacate the previous 2021 determinations, and as a result, our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, was no longer a registered public accounting firm that the PCAOB was unable to inspect or investigate completely as of the date of our annual report for the fiscal year ended December 31, 2022, or the 2022 annual report, and we were not identified as an SEC-identified issuer after we filed the 2022 annual report in 2023.
Following the Statement of Protocol signed between the PCAOB and the China Securities Regulatory Commission and the Ministry of Finance of the PRC in August 2022 and the on-site inspections and investigations conducted by the PCAOB staff in Hong Kong from September to November 2022, the PCAOB Board voted in December 2022 to vacate the previous 2021 determinations, and as a result, our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, was no longer a registered public accounting firm that the PCAOB was unable to inspect or investigate completely, and we were not identified as an SEC-identified issuer after we filed our annual reports for the fiscal years ended December 31, 2022 and 2023.As of the date of this annual report, we do not expect to be identified as an SEC-identified issuer.
(3) Besides Full Truck Alliance Information Technology Co., Ltd. (formerly known as Full Truck Alliance Information Consulting Co., Ltd.), or FTA Information, FTA HK’s subsidiaries include two insignificant subsidiaries incorporated in the PRC that are wholly-owned by FTA HK and one insignificant subsidiary incorporated in the British Virgin Islands that is wholly-owned by FTA HK.
(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.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. 64 Table of Contents All of the Group’s revenue and substantially all of its costs are denominated in Renminbi.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. All of the Group’s revenue and substantially all of its costs are denominated in Renminbi.
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.
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.
Industries not listed in the 2021 Negative List are generally deemed “permitted” for foreign investments unless specifically restricted by other PRC laws.
Industries not listed in the 2024 Negative List are generally deemed “permitted” for foreign investments unless specifically restricted by other PRC laws.
These risks and challenges include the Group’s ability to, among other things: • continue to maintain, protect and strengthen the Group’s brands and reputation; • attract or maintain a critical mass of shippers and truckers; • continue to provide superior experience to shippers and truckers; • keep up with the technological developments and implementation of advanced technologies; • effectively match truckers with shipments and optimize the related pricing models; • capture monetization opportunities on the FTA platform; • maintain and expand cooperative relationships or strategic partnerships with other ecosystem participants; • improve the Group’s operational efficiency; • attract, retain and motivate talented employees, particularly sales and marketing and research and development personnel to support the Group’s business growth; • navigate economic conditions and fluctuations; • implement the Group’s business strategies, including the offering of new services; and • comply with complex and evolving laws, regulations, policies and guidelines and resolve legal actions and regulatory actions. 19 Table of Contents The Group’s operations have grown substantially since inception.
These risks and challenges include the Group’s ability to, among other things: • continue to maintain, protect and strengthen the Group’s brands and reputation; • attract or maintain a critical mass of shippers and truckers; • continue to provide superior experience to shippers and truckers; • keep up with the technological developments and implementation of advanced technologies; • effectively match truckers with shipments and optimize the related pricing models; • capture monetization opportunities on the FTA platform; • maintain and expand cooperative relationships or strategic partnerships with other ecosystem participants; • improve the Group’s operational efficiency; • attract, retain and motivate talented employees, particularly sales and marketing and research and development personnel to support the Group’s business growth; • navigate economic conditions and fluctuations; • implement the Group’s business strategies, including the offering of new services; and • comply with complex and evolving laws, regulations, policies and guidelines and resolve legal actions and regulatory actions.
(4) Include two insignificant subsidiaries that are wholly-owned by FTA. 4 Table of Contents (5) Manyun Software, Tianjin Zhihui Yunli Management Consulting Partnership (Limited Partners), or Tianjin Zhihui, Mr. Peter Hui Zhang and Mr. Wenjian Dai hold 77.5%, 10.0%, 7.5% and 5.0% of equity interest in Manyun Cold Chain, respectively.
(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.
The gross amount of VAT related to freight brokerage services that the consolidated affiliates were obliged to pay exceeded the Group’s net revenues from such services in 2021, 2022 and 2023 and we expect such situation to continue.
The gross amount of VAT related to freight brokerage service that the consolidated affiliates were obliged to pay exceeded the Group’s net revenues from such services in 2022, 2023 and 2024 and we expect such situation to continue.
We also face regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC law. 61 Table of Contents We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on the Group’s global income.
We also face regulatory uncertainties that could restrict our ability to adopt additional share incentive plans for our directors and employees under PRC law. We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on the Group’s global income.
Business Overview — Regulatory Matters— Regulations Related to M&A Rules and Overseas Listings.” 58 Table of Contents These regulations established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex.
Business Overview — Regulatory Matters— Regulations Related to M&A Rules and Overseas Listings.” These regulations established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex.
For instance, since 2021, the PRC Ministry of Transport has issued several guidances which repeatedly mentioned the concept of ensuring truck drivers’ reasonable income and restriction of commission fees and membership fees.
For instance, since 2021, the PRC Ministry of Transport has issued several guidances which repeatedly mentioned the concept of ensuring truck drivers’ reasonable income and restriction of transaction service fees and membership fees.
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.
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

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIt also pointed out that the relevant regulators shall take time to revise the regulations on strengthening confidentiality and file management in relation to the issuance and listing of securities overseas, and clarify the main responsibility of the competent domestic regulators for the protection of information of overseas listed companies. 113 Table of Contents On February 17, 2023, the CSRC released several regulations regarding the management of filings for overseas offerings and listings by domestic companies, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, together with 5 supporting guidelines (together with the Trial Measures, collectively referred to as the “New Regulations on Filing”), and published the answers to reporters’ questions and an announcement about filing management arrangements.
Biggest changeIt also pointed out that the relevant regulators shall take time to revise the regulations on strengthening confidentiality and file management in relation to the issuance and listing of securities overseas, and clarify the main responsibility of the competent domestic regulators for the protection of information of overseas listed companies.
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.
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 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.
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.
Spousal Consent Letters . Pursuant to the respective spousal consent letters, each of the spouses of the applicable individual shareholders of Guizhou FTA acknowledges and confirms the execution of the relevant exclusive service agreement, equity pledge agreement, power of attorney, and exclusive option agreement and irrevocably agrees that the applicable individual shareholders have rights or obligations under these agreements.
Pursuant to the respective spousal consent letters, each of the spouses of the applicable individual shareholders of Guizhou FTA acknowledges and confirms the execution of the relevant exclusive service agreement, equity pledge agreement, power of attorney, and exclusive option agreement and irrevocably agrees that the applicable individual shareholders have rights or obligations under these agreements.
Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or indirectly in the PRC which include any of the following circumstances: (i) a foreign investor, solely or jointly with other investors, establishing a foreign-invested enterprise within PRC; (ii) a foreign investor acquiring shares, equity interests, property portions, or other similar rights and interests of an enterprise within PRC; (iii) a foreign investor, solely or jointly with other investors, investing in any new project within PRC; and (iv) investment of other methods as specified in laws, administrative regulations or as stipulated by the State Council by any foreign investor. 97 Table of Contents To ensure the effective implementation of the Foreign Investment Law, the Regulations on Implementing the Foreign Investment Law of PRC, or the Implementation Regulations, was promulgated by State Council on December 26, 2019 and came into effect on January 1, 2020, which further provides that, among others, (i) if a foreign-invested enterprise established prior to the effective date of the Foreign Investment Law fails to adjust its legal form or governance structure to comply with the provisions of the Companies Law or the Partnership Enterprises Law of the PRC, as applicable, and complete amendment registration before January 1, 2025, the enterprise registration authority will not process other registration matters of the foreign-invested enterprise and may publicize such non-compliance thereafter; (ii) the provisions regarding transfer of equity interest and distribution of profits and remaining assets as stipulated in the contracts among the joint venture parties of a foreign-invested enterprise established before the effective date of the Foreign Investment Law may, after adjustment of the legal form and governing structure of such foreign-invested enterprise, remain binding upon the parties during the joint venture term of the enterprise.
Pursuant to the Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or indirectly in the PRC which include any of the following circumstances: (i) a foreign investor, solely or jointly with other investors, establishing a foreign-invested enterprise within PRC; (ii) a foreign investor acquiring shares, equity interests, property portions, or other similar rights and interests of an enterprise within PRC; (iii) a foreign investor, solely or jointly with other investors, investing in any new project within PRC; and (iv) investment of other methods as specified in laws, administrative regulations or as stipulated by the State Council by any foreign investor. 98 Table of Contents To ensure the effective implementation of the Foreign Investment Law, the Regulations on Implementing the Foreign Investment Law of PRC, or the Implementation Regulations, was promulgated by State Council on December 26, 2019 and came into effect on January 1, 2020, which further provides that, among others, (i) if a foreign-invested enterprise established prior to the effective date of the Foreign Investment Law fails to adjust its legal form or governance structure to comply with the provisions of the Companies Law or the Partnership Enterprises Law of the PRC, as applicable, and complete amendment registration before January 1, 2025, the enterprise registration authority will not process other registration matters of the foreign-invested enterprise and may publicize such non-compliance thereafter; (ii) the provisions regarding transfer of equity interest and distribution of profits and remaining assets as stipulated in the contracts among the joint venture parties of a foreign-invested enterprise established before the effective date of the Foreign Investment Law may, after adjustment of the legal form and governing structure of such foreign-invested enterprise, remain binding upon the parties during the joint venture term of the enterprise.
The measures emphasize that the deep synthesis services shall not be utilized for illegal activities prohibited by laws and regulations, and specifically, the related providers of such deep synthesis services shall (i) establish and improve control systems in regard to user registration, algorithm review, technological ethic review, information public review, data security, personal information protection, anti-telecom and online fraud, emergency disposal, etc. and hold safe and controlled technical protection measures; (ii) formulate and publicize related management rules and platform pacts, improve service agreements, perform management responsibilities in accordance with laws and agreements, and inform with explicit methods the technical supporters and users of the deep synthesis of their respective information safety obligations. 105 Table of Contents On July 10, 2023, the CAC together with other relevant authorities, released the Provisional Administrative Measures for Generative Artificial Intelligence Services, or Generative AI Services Measures, which came into effect on August 15, 2023 and mainly impose compliance requirements on providers of generative AI services.
The measures emphasize that the deep synthesis services shall not be utilized for illegal activities prohibited by laws and regulations, and specifically, the related providers of such deep synthesis services shall (i) establish and improve control systems in regard to user registration, algorithm review, technological ethic review, information public review, data security, personal information protection, anti-telecom and online fraud, emergency disposal, etc. and hold safe and controlled technical protection measures; (ii) formulate and publicize related management rules and platform pacts, improve service agreements, perform management responsibilities in accordance with laws and agreements, and inform with explicit methods the technical supporters and users of the deep synthesis of their respective information safety obligations. 107 Table of Contents On July 10, 2023, the CAC together with other relevant authorities, released the Provisional Administrative Measures for Generative Artificial Intelligence Services, or Generative AI Services Measures, which came into effect on August 15, 2023 and mainly impose compliance requirements on providers of generative AI services.
C. Organizational Structure Our Corporate Structure Due to PRC laws and regulations that impose certain restrictions or prohibitions on foreign equity ownership of entities providing value-added telecommunications services and certain financial services, we conduct a substantial part of our operations in China through contractual arrangements with the Group VIEs.
Organizational Structure Our Corporate Structure Due to PRC laws and regulations that impose certain restrictions or prohibitions on foreign equity ownership of entities providing value-added telecommunications services and certain financial services, we conduct a substantial part of our operations in China through contractual arrangements with the Group VIEs.
In 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 116 Table of Contents • 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 • 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 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.
On March 22, 2024, the CAC promulgated the Provisions on Promoting and Regulating Cross-border Data Flows, which amended the Security Assessment Measures and further clarified the circumstances under which the security assessment of cross-border data transfer shall be applied for: (i) where a critical information infrastructure operator provides personal information or important data abroad; or (ii) where any data handler other than a critical information infrastructure operator provides important data abroad or, as of January 1 of the current year, provides personal information (excluding sensitive personal information) of not less than 1,000,000 people or sensitive personal information of not less than 10,000 people in aggregate to overseas parties.
On March 22, 2024, the CAC promulgated the Provisions on Promoting and Regulating Cross-border Data Flows, which amended the Security Assessment Measures and further clarified the circumstances under which the security assessment of cross-border data transfer shall be applied for: (i) where a critical information infrastructure operator provides personal information or important data abroad; or (ii) where any data processor other than a critical information infrastructure operator provides important data abroad or, as of January 1 of the current year, provides personal information (excluding sensitive personal information) of not less than 1,000,000 people or sensitive personal information of not less than 10,000 people in aggregate to overseas parties.
As freight brokers, the Group’s consolidated affiliates enter into contracts with shippers to sell shipping service and platform service and also enter into contracts with truckers to purchase shipping service. The difference between the amount the consolidated affiliates collect from shippers and the amount they pay to truckers represents the FTA platform service fee.
As freight brokers, the Group’s consolidated affiliates enter into contracts with shippers to sell shipping service and platform service and also enter into contracts with truckers to purchase shipping service. The difference between the amount the consolidated affiliates collect from shippers and the amount they pay to truckers represents the FTA platform freight brokerage service fee.
Where personal information is processed in violation of the provisions of the Personal Information Protection Law, or the processing of personal information fails to fulfil the personal information protection obligations hereunder, the department performing personal information protection duties shall order corrections, give warnings, confiscate illegal gains, and apply programs for illegal processing of personal information, order to suspend or terminate the provision of services; if the personal information processor refuses to make corrections, a fine of not more than RMB1 million shall be imposed; the directly responsible person in charge and other directly responsible personnel shall be fined not less than RMB10,000 but not more than RMB100,000.
Where personal information is processed in violation of the provisions of the Personal Information Protection Law, or the processing of personal information fails to fulfill the personal information protection obligations hereunder, the department performing personal information protection duties shall order corrections, give warnings, confiscate illegal gains, and apply programs for illegal processing of personal information, order to suspend or terminate the provision of services; if the personal information processor refuses to make corrections, a fine of not more than RMB1 million shall be imposed; the directly responsible person in charge and other directly responsible personnel shall be fined not less than RMB10,000 but not more than RMB100,000.
This is complemented by the ground force who helps the Group better understand user behavior and needs through personal connections and face-to-face meetings, which supplements the data insights the Group accumulates through its online platform and enables the Group to better serve its ecosystem participants. 92 Table of Contents The Group implements rules to address common bad behaviors of ecosystem participants, such as order cancelation, misrepresentation of cargo information or nonpayment of shipping fees by shippers and poor service by truckers.
This is complemented by the ground force who helps the Group better understand user behavior and needs through personal connections and face-to-face meetings, which supplements the data insights the Group accumulates through its online platform and enables the Group to better serve its ecosystem participants. 93 Table of Contents The Group implements rules to address common bad behaviors of ecosystem participants, such as order cancelation, misrepresentation of cargo information or nonpayment of shipping fees by shippers and poor service by truckers.
Pursuant to the Regulations on Protection of Critical Information Infrastructure, critical information infrastructure shall mean any important network facilities or information systems of the important industry or field such as public communication and information service, energy, communications, water conservation, finance, public services, e-government affairs and national defence science, which may endanger national security, people’s livelihood and public interest in case of damage, function loss or data leakage.
Pursuant to the Regulations on Protection of Critical Information Infrastructure, critical information infrastructure shall mean any important network facilities or information systems of the important industry or field such as public communication and information service, energy, communications, water conservation, finance, public services, e-government affairs and national defense science, which may endanger national security, people’s livelihood and public interest in case of damage, function loss or data leakage.
We assign customized credit limit based on data-driven assessment of borrowers’ creditworthiness. As of December 31, 2023, credit limit for trucker users and shipper users on the FTA platform typically did not exceed RMB50,000 and RMB100,000, respectively. In response to regulatory developments in the credit industry, we plan to take a conservative approach with respect to these business lines.
We assign customized credit limit based on data-driven assessment of borrowers’ creditworthiness. As of December 31, 2024, credit limit for trucker users and shipper users on the FTA platform typically did not exceed RMB50,000 and RMB100,000, respectively. In response to regulatory developments in the credit industry, we plan to take a conservative approach with respect to these business lines.
Risk Factors—Risks Relating to Our Business and Industry—The Group’s insurance coverage strategy may not be adequate to protect it from all business risks or, if insurance carriers change the terms of such insurance in a manner not favorable to us, if we are required to purchase additional insurance for other aspects of the Group’s business, or if we fail to comply with regulations governing insurance coverage, the Group’s business could be harmed.” We believe that the Group’s insurance coverage is in line with the industry and adequate to cover its key assets, facilities and liabilities. 94 Table of Contents Legal Proceedings and Compliance During 2023 and up to the date of this annual report, we had not been involved in any litigation, arbitration or administrative proceeding against us that could have a material and adverse effect on the Group’s business, financial condition or results of operations, except as disclosed below.
Risk Factors—Risks Relating to Our Business and Industry—The Group’s insurance coverage strategy may not be adequate to protect it from all business risks or, if insurance carriers change the terms of such insurance in a manner not favorable to us, if we are required to purchase additional insurance for other aspects of the Group’s business, or if we fail to comply with regulations governing insurance coverage, the Group’s business could be harmed.” We believe that the Group’s insurance coverage is in line with the industry and adequate to cover its key assets, facilities and liabilities. 95 Table of Contents Legal Proceedings and Compliance During 2024 and up to the date of this annual report, we had not been involved in any litigation, arbitration or administrative proceeding against us that could have a material and adverse effect on the Group’s business, financial condition or results of operations, except as disclosed below.
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. 123 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. 126 Table of Contents D.
Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang apps and providing freight matching services and insurance brokerage services. (12) Include eleven insignificant subsidiaries that are wholly-owned by Manyun Software and one insignificant subsidiary that are majority-owned by Manyun Software. (13) Previously, Guiyang Huochebang was a Group VIE.
Shan’en Technology and its subsidiaries are primarily involved in operating the Huochebang apps and providing freight matching services and insurance brokerage services. (12) Include 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 was a Group VIE.
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Shanghai Xiwei held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements. 120 Table of Contents Power of Attorney .
In addition, in the event that any of them is required to enter into any agreements related to the equity interest in 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 .
However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and we cannot assure you that the relevant PRC government authorities will reach the same conclusion.
However, the PRC government has indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, and we cannot assure you that the relevant PRC government authorities will reach the same conclusion in the future.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (14) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (15) Include nine insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
As a result, Guizhou FTA became a Group VIE, and Guiyang Huochebang became a subsidiary of Guizhou FTA. (14) Guiyang Huochebang and FTA Information hold 83.8% and 16.2% of equity interest in Guizhou Huochebang Internet Information Service Co., Ltd., respectively. (15) Include eleven insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.
As of December 31, 2023, 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, 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.
Pursuant to the Financing Guarantee Regulations, define “financing guarantee” the activities where a guarantor provides guarantee for debt financing such as borrowings or debentures of a debtor, and set out that the establishment of a financing guarantee company or engagement in the financing guarantee business without approval may result in several penalties, including but not limited to suspend its operation, confiscation of illegal gains and fines between RMB 500,000 and RMB1,000,000.
Pursuant to the Financing Guarantee Regulations, define “financing guarantee” the activities where a guarantor provides guarantee for debt financing such as borrowings or debentures of a debtor, and set out that the establishment of a financing guarantee company or engagement in the financing guarantee business without approval may result in several penalties, including but not limited to suspend its operation, confiscation of illegal gains and fines between RMB500,000 and RMB1,000,000.
In the second half of 2020, the Group began monetization of its online transaction service by collecting commissions from truckers on selected types of shipping orders originating from an initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing.
In the second half of 2020, the Group began monetization of its online transaction service by collecting transaction service fees from truckers on selected types of shipping orders originating from an initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing.
For example, when posting shipping orders, shippers may elect to use our “tap and go” feature, which allows shippers to post shipping orders with a fixed price. The “tap and go” feature replaces price negotiation between shippers and truckers and shortens the matching time from order posting to order acceptance.
For example, when posting shipping orders, shippers may select to use our “tap and go” feature, which allows shippers to post shipping orders with a fixed price. The “tap and go” feature replaces price negotiation between shippers and truckers and shortens the matching time from order posting to order acceptance.
Diagrams illustrating these three major types of trucks by length are set forth below. 86 Table of Contents The table below summarizes ranges of truck length available in each major truck type described above and the typical corresponding route and maximum cargo weight.
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.
Truckers receive recommended shipping orders when the system identifies suitable freights located on or near truckers’ preferred routes. 88 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.
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.
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.
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.
Pursuant to the Foreign Investment Law, the Implementation Regulations and the 2021 Negative List, foreign investors shall not make investments in prohibited industries as specified in the negative list, while foreign investments must satisfy certain conditions stipulated in the negative list for investment in restricted industries.
Pursuant to the Foreign Investment Law, the Implementation Regulations and the 2024 Negative List, foreign investors shall not make investments in prohibited industries as specified in the negative list, while foreign investments must satisfy certain conditions stipulated in the negative list for investment in restricted industries.
Our main website is https://www.fulltruckalliance.com/, and the information contained on this website is not a part of this annual report. 77 Table of Contents B. Business Overview Overview The FTA platform is a leading digital freight platform in China, connecting shippers with truckers to facilitate shipments across distance ranges, cargo weights and types.
Our main website is https://www.fulltruckalliance.com/, and the information contained on this website is not a part of this annual report. B. Business Overview Overview The FTA platform is a leading digital freight platform in China, connecting shippers with truckers to facilitate shipments across distance ranges, cargo weights and types.
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.
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.
Small loan companies are also required to accept public scrutiny supervision and are prohibited from carrying out illegal fund-raising in any form. 100 Table of Contents Based on the Pilot Guidance, many provincial governments in China, including that of Guizhou Province, promulgated local implementation rules on the administration of small loan companies.
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.
Regulations Related to Anti-Monopoly The SCNPC promulgated the Anti-Monopoly Law of the PRC, or the Anti-Monopoly Law, on August 30, 2007, which was last amended on June 24, 2022 and became effective on August 1, 2022.
Regulations Related to Anti-Monopoly and Anti-unfair Competition The SCNPC promulgated the Anti-Monopoly Law of the PRC, or the Anti-Monopoly Law, on August 30, 2007, which was last amended on June 24, 2022 and became effective on August 1, 2022.
This includes infrastructure and technology that cater to the end-to-end intra-city and LTL logistics value chains. 87 Table of Contents The Group serves a market that used to operate based on a massive amount of non-digitalized and non-standardized information, spanning a wide range of categories with varying degrees of accuracy and completeness.
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.
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.
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.
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 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.
Regulations Related to Advertising Services On October 27, 1994, the SCNPC promulgated the Advertising Law of the PRC, or the Advertising Law, as amended on April 24, 2015 and most recently on April 29, 2021.
Regulations Related to Advertising Services On October 27, 1994, the SCNPC promulgated the Advertising Law of the PRC, or the Advertising Law, as amended on April 24, 2015, October 26, 2018 and most recently on April 29, 2021.
In addition, overseas public enterprises shall submit a report to CSRC within three working days after the occurrence and public disclosure of following material events, including (1) change of control; (2) investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities; (3) change of listing status or transfer of listing segment; (4) voluntary or mandatory delisting.
In addition, 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.
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. 121 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. 124 Table of Contents Spousal Consent Letters .
Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicants become domain name holders upon successful registration. 109 Table of Contents Regulations Related to Foreign Exchange The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations of the PRC, most recently amended in August 2008.
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.
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 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 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.
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 dedicated customer service and protocols for dispute resolution in a timely manner. 80 Table of Contents • Access to Value-added Services . The Group provides a comprehensive range of value-added services to shippers and truckers, catering to their diverse and complex needs and addressing various pain points.
The Group provides dedicated customer service and protocols for dispute resolution in a timely manner. • Access to Value-added Services . The Group provides a comprehensive range of value-added services to shippers and truckers, catering to their diverse and complex needs and addressing various pain points.
The Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the Negative List, and pursuant to which the foreign investors shall not invest in the “prohibited” industries and shall meet certain requirements as stipulated under the Negative List for making investment in “restricted” industries and the NDRC and the Ministry of Commerce issued the Special Entry Management Measures (Negative List) for the Access of Foreign Investment (2021 version), or the 2021 Negative List, which took effect on January 1, 2022.
The Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the Negative List, and pursuant to which the foreign investors shall not invest in the “prohibited” industries and shall meet certain requirements as stipulated under the Negative List for making investment in “restricted” industries and the NDRC and the Ministry of Commerce issued the Special Entry Management Measures (Negative List) for the Access of Foreign Investment (2024 version), or the 2024 Negative List, which took effect on November 1, 2024.
As of December 31, 2023, over 4.6 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, 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.
License/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 December 16, 2021 December 15, 2024 96 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 June 3, 2020 June 2, 2024 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.
License/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.
Please see “Item 5. Operating and Financial Review and Prospects—A. Operating Results— Non-GAAP Financial Measures” for details. The Group’s Solutions The Group provides freight matching services by facilitating transactions between shippers and truckers and connects them with value-added service providers, such as financial institutions, highway authorities, gas stations and insurance companies.
Operating and Financial Review and Prospects—A. Operating Results— Non-GAAP Financial Measures” for details. The Group’s Solutions The Group provides freight matching services by facilitating transactions between shippers and truckers and connects them with value-added service providers, such as financial institutions, highway authorities, gas stations and insurance companies.
The consolidated affiliates also assume liability for cargo damages up to a specific amount per shipment, and obtain cargo insurance under certain circumstances to mitigate their risk. 79 Table of Contents • Online Transaction Service .
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 .
Industries not listed in the 2021 Negative List shall be regulated according to the principle of equal treatment of domestic and foreign investments.
Industries not listed in the 2024 Negative List shall be regulated according to the principle of equal treatment of domestic and foreign investments.
Specially, pursuant to the Regulations for the Foreign-Invested Telecommunications Enterprises, which was promulgated by the State Council on December 11, 2001 and most recently amended on May 1, 2022, the ultimate foreign equity ownership in a foreign-invested value-added telecommunication enterprise is subject to a cap of 50%.
Specially, pursuant to the Regulations for the Foreign-Invested Telecommunications Enterprises, which was promulgated by the State Council on December 11, 2001 and most recently amended on March 29, 2022, the ultimate foreign equity ownership in a foreign-invested value-added telecommunication enterprise is subject to a cap of 50%.
Certain cash loans for truckers are funded by an institutional funding partner, and we guarantee such loans through arrangements with the institutional funding partner. The term of such loans is typically less than one year. Historically, we also funded loans through trusts established by us. Such arrangement was terminated in March 2022.
A small amount of cash loans for truckers are funded by an institutional funding partner, and we guarantee such loans through arrangements with the institutional funding partner. The term of such loans is typically less than one year. Historically, we also funded loans through trusts established by us. Such arrangement was terminated in March 2022.
We have evolved from a directory of freight listings to an ecosystem that enables logistics transactions from end to end with data-driven technology and a comprehensive range of value-added services. 78 Table of Contents The diagram below illustrates the major components of the FTA platform. Freight Matching Services • Freight Listing Service .
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.
Equipped with a steel compartment, a dry van truck offers aerodynamic and weather protection and is typically used to carry high value consumer products. 85 Table of Contents • Flatbed Trucks (平板卡车). A flatbed truck (including drop-deck truck) has a heavily reinforced steel platform with no roof or walls to the side.
Equipped with a steel compartment, a dry van truck offers aerodynamic and weather protection and is typically used to carry high value consumer products. • Flatbed Trucks (平板卡车). A flatbed truck (including drop-deck truck) has a heavily reinforced steel platform with no roof or walls to the side.
The FTA platform’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such commissions. We have subsequently rolled out commissions in more cities and ramped up penetration.
The FTA platform’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such transaction service fees. We have subsequently rolled out transaction service fees in more cities and ramped up penetration.
The Group’s data analytical system can efficiently handle such complex computing tasks. AI Algorithms The Group uses AI algorithms to intelligently and accurately match truckers with shippers, as well as to accurately price shipments. The Group’s AI technology enables it to deliver superior experience and innovative features to platform users. • Matching Algorithms .
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.
Pursuant to the respective loan agreements entered into on May 9, 2023, FTA Information agrees to provide Mr. Peter Hui Zhang and Ms. Guizhen Ma, the shareholders of Shan’en Technology, with loans in the aggregate amount of RMB 35 million and RMB 15 million, respectively, for the capital contribution to Shan’en Technology.
Pursuant to the respective loan agreements entered into on May 9, 2023, FTA Information agrees to provide Mr. Peter Hui Zhang and Ms. Guizhen Ma, the shareholders of Shan’en Technology, with loans in the aggregate amount of RMB35 million and RMB15 million, respectively, for the capital contribution to Shan’en Technology.
Truckers are required to make payments for freight deposits to the FTA platform to secure a shipping order, which contributes to better service quality and higher fulfillment rates.
Truckers are required to make payments for freight deposits to secure a shipping order, which contributes to better service quality and higher fulfillment rates.
Employees As of December 31, 2021, 2022 and 2023, the Group had a total of 7,103, 6,795 and 7,585 employees, respectively. The following table sets forth a breakdown of the Group’s full-time employees categorized by function as of December 31, 2023.
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.
The Group leases approximately 40,928 square meters of office space in Nanjing, Jiangsu Province, primarily for corporate administration and research and development. In addition, the Group leases office spaces in Beijing, Shanghai, Chengdu and other cities to house its personnel engaged in platform operations, regional corporate administration and technology support.
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.
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.
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.
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 2023, the Group facilitated 158.8 million fulfilled orders . The Group primarily serves the long-haul shipping needs within the FTL segment, and also provide intra-city and LTL 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 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.
Similar functions are available on the Huochebang mobile apps, Shengsheng mobile apps and Yunmanman Cold Chain shipper and trucker mobile apps. 81 Table of Contents Registration After shippers and truckers download the mobile apps and complete registrations, they become the Group’s registered shippers or registered truckers.
Similar functions are available on the Huochebang mobile apps, Shengsheng mobile apps and Yunmanman Cold Chain shipper and trucker mobile apps. Registration After shippers and truckers download the mobile apps and complete registrations, they become the Group’s registered shippers or registered truckers.
The 2021 Negative List sets out the industries in which foreign investments are prohibited or restricted.
The 2024 Negative List sets out the industries in which foreign investments are prohibited or restricted.
Our non-performing loan ratio is calculated by dividing the outstanding principal and all accrued and unpaid interests of the on-balance sheet loans that were over 90 calendar days past due (excluding loans that are over 180 days past due and are therefore charged off) by the total outstanding principal and all accrued and unpaid interests of the on-balance sheet loans (excluding loans that are over 180 days past due and are therefore charged off) as of a specified date.
Our non-performing loan ratio is calculated by dividing the outstanding principal and all accrued and unpaid interests of the on-balance sheet loans that were over 90 calendar days past due (excluding loans that are over 180 days past due and are therefore charged off) by the total outstanding principal and all accrued and unpaid interests of the on-balance sheet loans (excluding loans that are over 180 days past due and are therefore charged off) reduced by an allowance for estimated losses as of a specified date.
We are at an early stage of monetization. The Group generates revenue primarily from membership fees, with the majority coming from shippers, freight brokerage fees from shippers, transaction commission from truckers, as well as interests and fees from value-added services to shippers, truckers and other ecosystem participants.
We are at an early stage of monetization. The Group generates revenue primarily from freight listing membership fees coming from shippers, freight brokerage service fees from shippers, transaction service fees from truckers, as well as interests and fees from value-added services to shippers, truckers and other ecosystem participants.
On May 24, 2022, Yixing Manxian, Manyun Cold Chain and its shareholders entered into an exclusive option agreement, pursuant to which Manyun Cold Chain and each of its shareholders have irrevocably granted Yixing Manxian irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Manyun Cold Chain.
On May 24, 2022, Yixing Manxian, Manyun Cold Chain and its shareholders entered into an exclusive option agreement, as amended and restated on January 2, 2025, pursuant to which Manyun Cold Chain and each of its shareholders have irrevocably granted Yixing Manxian irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Manyun Cold Chain.
Online Transaction Service The Group’s online transaction service further digitalizes the shipping transaction process and enables shippers and truckers to transact more efficiently through the FTA platform. The Group offers online transaction service through the consolidated affiliates and one PRC subsidiary.
Transaction Service The Group’s online transaction service further digitalizes the shipping transaction process and enables shippers and truckers to transact more efficiently through the FTA platform. The Group offers online transaction service primarily through the consolidated affiliates and PRC subsidiaries.
On April 14, 2023, the PRC Ministry of Transport published the Administrative Measures for the Security Protection of Highway and Waterway Critical Information Infrastructure, which stipulates that the Ministry of Transport shall formulate and improve the rules for identification of highway and waterway critical information infrastructure, considering following factors: (i) the degree of importance of network facilities and information systems for key core business of highway and waterway; (ii) the possible degree of harm in the event of destruction or disfunction of network facilities and information systems, or data leakage; and (iii) the relevant impact to other industries and fields.
On April 24, 2023, the PRC Ministry of Transport published the Administrative Measures for the Security Protection of Highway and Waterway Critical Information Infrastructure, which stipulates that the Ministry of Transport shall formulate and improve the rules for identification of highway and waterway critical information infrastructure, considering following factors: (i) the degree of importance of network facilities and information systems for key core business of highway and waterway; (ii) whether network facilities, information systems, etc., store or process core national data, and the degree of potential harm in the event of destruction or disfunction of network facilities and information systems, or data leakage; and (iii) the relevant impact to other industries and fields.
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 2022 and 2023, the Group facilitated 119.1 million and 158.8 million fulfilled orders, respectively, representing a 33.4% 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 2023 and 2024, the Group facilitated 158.8 million and 197.2 million fulfilled orders, respectively, representing a 24.1% year-over-year growth.
The State Council The Administrative Measures on Internet Information Services, or the ICP Measures, promulgated by the State Council on September 25, 2000 and amended on January 8, 2011, classifies internet information services into “commercial internet information services” which refers to the provision with charge of payment of information or website production or other service activities to online users through the internet, and “non-commercial internet information services” which refers to the provision with free of charge of information that lying in the public domain and can be assessed by online users through the internet.
The State Council The Administrative Measures on Internet Information Services, or the ICP Measures, promulgated by the State Council on September 25, 2000 and most recently amended December 6, 2024, classifies internet information services into “commercial internet information services” which refers to the provision with charge of payment of information or website production or other service activities to online users through the internet, and “non-commercial internet information services” which refers to the provision with free of charge of information that lying in the public domain and can be assessed by online users through the internet.
FTA Information, our subsidiary, exercised control over Guiyang Huochebang through a series of contractual arrangements with Guiyang Huochebang and its shareholders. 76 Table of Contents 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.
The Group has recruited customer experience officers from its frequent users and have periodic meetings with them to collect their feedback, which the Group will use to adjust and/or improve its products, services, as well as features and functions on the FTA platform.
The Group is committed to protecting the interests of all of the FTA platform users. The Group has recruited customer experience officers from its frequent users and have periodic meetings with them to collect their feedback, which the Group will use to adjust and/or improve its products, services, as well as features and functions on the FTA platform.
Regulations Related to Taxation Regulations on Enterprise Income Tax On March 16, 2007, the SCNPC promulgated the Enterprise Income Tax Law of the PRC which was amended on February 24, 2017 and December 29, 2018, respectively, and on December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax which was amended on April 23, 2019.
Regulations Related to Taxation Regulations on Enterprise Income Tax On March 16, 2007, the SCNPC promulgated the Enterprise Income Tax Law of the PRC which was amended on February 24, 2017 and December 29, 2018, respectively, and on December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax which was most recently amended on December 6, 2024.
On May 24, 2022, each of the shareholders of Manyun Cold Chain executed a power of attorney to irrevocably authorized Yixing Manxian to exercise certain rights relating to all equity interests held by such shareholder in Manyun Cold Chain during the term of the power of attorney.
On May 24, 2022, each of the shareholders of Manyun Cold Chain executed a power of attorney, as amended and restated on January 2, 2025, to irrevocably authorized Yixing Manxian to exercise certain rights relating to all equity interests held by such shareholder in Manyun Cold Chain during the term of the power of attorney.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

125 edited+26 added−35 removed85 unchanged
Biggest changeFor the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except percentages) Net revenues (including value-added taxes, “VAT”, of RMB2,620.4 million, RMB3,550.9 million and RMB 4,172.7 million for the years ended December 31, 2021, 2022 and 2023, respectively) 4,657,019 100.0 6,733,644 100.0 8,436,159 1,188,210 100.0 Cost of revenues (including VAT net of government grants, of RMB1,950.9 million, RMB 2,539.3 million and RMB3,121.0 million for the years ended December 31, 2021, 2022 and 2023, respectively) (2,539,998 ) (54.5 ) (3,514,551 ) (52.2 ) (4,119,016 ) (580,151 ) (48.8 ) Sales and marketing expenses (837,301 ) (18.0 ) (902,269 ) (13.4 ) (1,239,191 ) (174,536 ) (14.7 ) General and administrative expenses (4,271,152 ) (91.7 ) (1,417,933 ) (21.1 ) (937,677 ) (132,069 ) (11.1 ) Research and development expenses (729,668 ) (15.7 ) (914,151 ) (13.6 ) (946,635 ) (133,331 ) (11.2 ) Provision for loans receivables (97,658 ) (2.1 ) (194,272 ) (2.9 ) (234,599 ) (33,043 ) (2.8 ) Total operating expenses (8,475,777 ) (182.0 ) (6,943,176 ) (103.1 ) (7,477,118 ) (1,053,130 ) (88.6 ) Other operating income 22,815 0.5 47,530 0.7 38,388 5,407 0.5 (Loss)/income from operations (3,795,943 ) (81.5 ) (162,002 ) (2.4 ) 997,429 140,487 11.9 Other income (expense): Interest income 234,651 5.0 483,658 7.2 1,141,861 160,828 13.5 Interest expenses (40 ) (0.0 ) (175 ) (0.0 ) — — — Foreign exchange (loss) gain (15,468 ) (0.3 ) 15,048 0.2 (2,149 ) (303 ) (0.0 ) Investment income 28,317 0.6 5,411 0.1 55,621 7,834 0.7 Unrealized gains (losses) from fair value changes of investments and derivative assets 23,967 0.5 (63,390 ) (0.9 ) 12,938 1,822 0.2 Other income, net 7,067 0.2 230,631 3.4 130,264 18,347 1.5 Impairment loss (111,567 ) (2.4 ) — — — — Share of loss in equity method investees (11,321 ) (0.2 ) (1,246 ) (0.0 ) (2,067 ) (291 ) (0.0 ) Total other income 155,606 3.3 669,937 9.9 1,336,468 188,237 15.9 Net (loss) income before income tax (3,640,337 ) (78.2 ) 507,935 7.5 2,333,897 328,724 27.8 Income tax expense (14,191 ) (0.3 ) (96,035 ) (1.4 ) (106,804 ) (15,043 ) (1.3 ) Net (loss) income (3,654,528 ) (78.5 ) 411,900 6.1 2,227,093 313,681 26.5 Year Ended December 31, 2023 Compared To Year Ended December 31, 2022 Revenues The Group recorded revenues of RMB6,733.6 million and RMB8,436.2 million (US$1,188.2 million) in 2022 and 2023, respectively.
Biggest changeFor the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (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.
For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage.” Building on the technology and operational know-how developed from the freight listing and brokerage services, the Group subsequently launched online transaction service to further digitalize shipping transactions and enable shippers and truckers to transact through the FTA platform.
For further information, see “—Components of Results of Operations—Revenues—Freight Matching Services—Freight Brokerage Service.” Building on the technology and operational know-how developed from the freight listing and brokerage services, the Group subsequently launched online transaction service to further digitalize shipping transactions and enable shippers and truckers to transact through the FTA platform.
On the other hand, we may seek to expand the Group’s market share in the intra-city and LTL 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 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.
Freight Brokerage To provide freight brokerage service, the Group through the consolidated affiliates enters into contracts with shippers on the FTA platform to provide them with shipping service and platform service, and with truckers on the FTA platform to purchase the shipping service.
Freight Brokerage Service To provide freight brokerage service, the Group through the consolidated affiliates enters into contracts with shippers on the FTA platform to provide them with shipping service and platform service, and with truckers on the FTA platform to purchase the shipping service.
Currently, a major portion of our cash loans to truckers and working capital loans to shippers are on-balance sheet loans, and a small portion of cash loans to truckers and working capital loans to shippers are off-balance sheet loans. Historically, the Group also funded on-balance sheet loans through trusts established by us. Such arrangement was terminated in March 2022.
Currently, a major portion of our cash loans to truckers and working capital loans to shippers are on-balance sheet loans, and a small portion of cash loans to truckers are off-balance sheet loans. Historically, the Group also funded on-balance sheet loans through trusts established by us. Such arrangement was terminated in March 2022.
In March 2023, the Ministry of Finance and State Taxation Administration announced to implement the policy of raising pre-tax deduction ratios for research and development expenses for eligible industry enterprises from 175% to 200% on a long-term basis starting from January 1, 2023.
In March 2023, the Ministry of Finance and State Taxation Administration announced to implement the policy of raising pre-tax deduction ratios for research and development expenses from 175% to 200% for eligible industry enterprises on a long-term basis starting from January 1, 2023.
The depositary may make payments to us or reimburse us for certain costs and expenses, by making available a portion of the ADS fees collected in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time.
The depositary bank may make payments to us or reimburse us for certain costs and expenses, by making available a portion of the ADS fees collected in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time.
Non-GAAP adjusted operating income and non-GAAP adjusted net income should not be considered in isolation or construed as an alternative to operating (loss)/income and net (loss)/income or any other measure of performance or as an indicator of the Group’s operating performance.
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.
Other Value-Added Services The Group generates revenue from other value-added services by charging (i) commissions from insurance companies for facilitating the sale of insurance policies to shippers and truckers, (ii) service fees from highway authorities for promoting ETC cards to truckers and service fees from truckers for account top-up, (iii) service fees from gas station operators for generating sales leads or facilitating wholesale of fuel and (iv) service fees derived from innovative businesses.
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.
Pursuant to such agreement, the number of surrender shares was determined based on the closing price of our ADSs on the NYSE on May 4, 2022, or US$7.14 per ADS, which implied a price of US$0.357 per Class A ordinary share.
Wang. Pursuant to such agreement, the number of surrender shares was determined based on the closing price of our ADSs on the NYSE on May 4, 2022, or US$7.14 per ADS, which implied a price of US$0.357 per Class A ordinary share.
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.
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.
In particular, the Group plans to establish and expand dedicated teams to design and develop specialized user experiences and operations for intra-city and LTL services and better serve the unique user needs from these verticals.
In particular, the Group plans to expand dedicated teams to design and develop specialized user experiences and operations for LTL and intra-city services and better serve the unique user needs from these verticals.
Net revenue recognized 68 The difference between the amount the consolidated affiliates collect from the shippers and the amount they pay to the truckers is the FTA platform service fee.
Net revenue recognized 68 (1) The difference between the amount the consolidated affiliates collect from the shippers and the amount they pay to the truckers is the FTA platform service fee.
The Group’s non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies. 138 Table of Contents The following table reconciles the Group’s unaudited non-GAAP adjusted operating income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is (loss)/income from operations.
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.
Major Shareholders and Related Party Transactions — Related Party Transactions.” The Group’s transactions with related parties during 2021, 2022 and 2023 were conducted on an arm’s length basis, and they did not distort the Group’s results of operations or make the Group’s historical results not reflective of its future performance. Holding Company Structure Full Truck Alliance Co.
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.
We take into consideration the VAT obligation the consolidated affiliates assume under the contracts with shippers, the estimated amount of government grants that they expect to receive from local government authorities, as well as other relevant factors when setting the rate of the FTA platform service fee.
We take into consideration the VAT obligation the consolidated affiliates assume under the contracts with shippers, the estimated amount of government grants that they expect to receive from local government authorities, as well as other relevant factors when setting the rate of the FTA platform freight brokerage service fee.
We believe there are significant opportunities to introduce this revenue model to more cities and raise commission rate, although our ability to continue to capture such opportunities remains untested. Our efforts to monetize the online transaction service will significantly affect the Group’s results of operations.
We believe there are significant opportunities to introduce this revenue model to more cities and raise transaction service fees rate, although our ability to continue to capture such opportunities remains untested. Our efforts to monetize the online transaction service will significantly affect the Group’s results of operations.
The consolidated affiliates enter into shipping contracts with shippers and entrust truckers on the FTA platform to fulfill those shipping orders. After the fulfillment of shipping orders, the FTA platform transfers shippers’ shipping fees to truckers and deduct the FTA platform service fees from shippers’ accounts.
The consolidated affiliates enter into shipping contracts with shippers and entrust truckers on the FTA platform to fulfill those shipping orders. After the fulfillment of shipping orders, the FTA platform transfers shippers’ shipping fees to truckers and deduct the FTA platform freight brokerage service fees from shippers’ accounts.
The Group’s net revenue from freight brokerage services is recognized without deducting VAT as we determine that the Group is the primary obligor of the VAT in the PRC, and such VAT are included in the cost of revenues.
The Group’s net revenue from freight brokerage service is recognized without deducting 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.
D. Trend Information Please refer to “—A. Operating Results” for a discussion of the most recent trends in the Group’s services, sales and marketing by the end of 2023.
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.
In the second half of 2020, the Group started monetizing online transaction service by collecting commissions from truckers on selected types of shipping orders originating from an initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing. The amount of commission is charged based on shipping fee.
In the second half of 2020, the Group started monetizing online transaction service by collecting transaction service fees from truckers on selected types of shipping orders originating from an initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing. The amount of transaction service fees is charged based on shipping fee.
Year Ended December 31, 2022 Compared To Year Ended December 31, 2021 For a discussion of the Group’s results of operations for the year ended December 31, 2022 compared with the year ended December 31, 2021, see “Item 5. Operating and Financial Review and Prospects — A.
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.
As such, we are not subject to tax on income or capital gain. In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by our subsidiaries to us. 132 Table of Contents Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profits tax.
As such, we are not subject to tax on income or capital gain. In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by our subsidiaries to us. Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profits tax.
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 RMB1,107.2 million (US$155.9 million) as the Group funded more loans originated on the FTA platform, (ii) an increase in deferred tax assets of RMB107.6 million (US$15.2 million) and (iii) an increase in other non-current assets of RMB183.8 million (US$25.9 million) primarily due to an increase in long-term interest receivable.
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 RMB1,107.2 million as the Group funded more loans originated on the FTA platform, (ii) an increase in deferred tax assets of RMB107.6 million and (iii) an increase in other non-current assets of RMB183.8 million primarily due to an increase in long-term interest receivable.
Key Factors Affecting the Group’s results of operations The Group’s business and results of operations are affected by various factors, including the following key factors: Economic and Industry Trends In China The Group’s results of operations are affected by the overall growth and prosperity of the road transportation industry in China, which in turn is affected by several factors, such as China’s overall economic growth, the impact of the COVID-19 pandemic, the standardization and digitalization of China road transportation industry, the change in freight rate, supply and demand in China’s road transportation industry and the regulatory environment for China’s road transportation and internet service industries.
Key Factors Affecting the Group’s results of operations The Group’s business and results of operations are affected by various factors, including the following key factors: Economic and Industry Trends In China The Group’s results of operations are affected by the overall growth and prosperity of the road transportation industry in China, which in turn is affected by several factors, such as China’s overall economic growth, the standardization and digitalization of China road transportation industry, the change in freight rate, supply and demand in China’s road transportation industry and the regulatory environment for China’s road transportation and internet service industries.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. 145 Table of Contents Recent Accounting Pronouncements Please refer to Note 2 to our consolidated financial statements included elsewhere in this annual report. C.
Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. Recent Accounting Pronouncements Please refer to Note 2 to our consolidated financial statements included elsewhere in this annual report. C.
For details of fees received from the depositary bank, please refer to “Item 12. Description of Securities Other than Equity Securities—D.
For details of fees received from the depositary bank, please refer to “Item 12. Description of Securities Other than Equity Securities—D. American Depositary Shares”.
The Group generates (i) interest revenue from on-balance sheet loans that are funded by us through the trusts established by us or our small loan company and (ii) revenue from loan facilitation, post-origination and guarantee services from off-balance sheet loans.
The Group generates (i) interest revenue from on-balance sheet loans that are funded by us through our small loan company and (ii) revenue from loan facilitation, post-origination and guarantee services from off-balance sheet loans.
Consideration paid to customers are recorded as sales and marketing expenses if we receive a distinct service in exchange and the consideration paid is lower than the fair value of the service received. 130 Table of Contents Cost of Revenues The Group’s cost of revenues consists of (i) VAT, related tax surcharges and other tax costs, net of grants from government authorities, (ii) payroll and related expenses for employees involved in operating the FTA platform, (iii) technology service fee, (iv) commission fee paid to third-party payment platform, (v) funding costs related to credit solution services and (vi) others.
Consideration paid to customers are recorded as sales and marketing expenses if we receive a distinct service in exchange and the consideration paid is at or below the fair value of the service received. 133 Table of Contents Cost of Revenues The Group’s cost of revenues consists of (i) VAT, related tax surcharges and other tax costs, net of grants from government authorities, (ii) payroll and related expenses for employees involved in operating the FTA platform, (iii) technology service fee, (iv) commission fee paid to third-party payment platform, (v) funding costs related to credit solution services and (vi) others.
The Group’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such commissions. The Group subsequently started collecting commissions from truckers on selected types of shipping orders originating from certain other cities.
The Group’s daily average order volume and trucker retention remained stable in these cities since then, demonstrating platform users’ acceptance of such transaction service fees. The Group subsequently started collecting transaction service fees from truckers on selected types of shipping orders originating from certain other cities.
The “tap and go” feature allows a shipper to post shipping orders with a fixed price, which replaces price negotiation between shippers and truckers. We also plan to broaden the Group’s service offerings to deliver one-stop platform experience to users.
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.
Cost of Revenue Recognized in Income Statement (1) Amount (RMB) Explanatory note VAT payable to tax authorities and recorded in cost of revenue 89 Less: Government grants (45) The consolidated affiliates receive government grants as an incentive for developing the local economy and business and the amount of government grants may vary across jurisdictions and over time.
Cost of Revenue Recognized in Income Statement (2) Amount (RMB) Explanatory note VAT payable to tax authorities and recorded in cost of revenue 89 Less: Government grants (36) (3) The consolidated affiliates receive government grants as an incentive for developing the local economy and business and the amount of government grants may vary across jurisdictions and over time.
For more details about the Group’s related party transactions during 2021, 2022 and 2023, see “Item 7.
For more details about the Group’s related party transactions during 2022, 2023 and 2024, see “Item 7.
In the twelve months ended December 31, 2023, the Group’s 12-month retention rate of paying shippers was over 83%, which is calculated by dividing the number of shippers who were both paying members in January 2023 and active shippers in December 2023 by the number of paying members in December 2023.
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.
(2) The translations from SGP dollars to U.S. dollars were made at a rate of S$1.3193 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 29, 2023. 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$1.3662 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.
Except for disclosed above, as of December 31, 2021, 2022 and 2023, respectively, the Group did not have any material contingent liabilities.
Except as disclosed above, as of December 31, 2022, 2023 and 2024, respectively, the Group did not have any material contingent liabilities.
Financing Activities Net cash used in financing activities was RMB1,167.0 million (US$164.4 million) in 2023, primarily attributable to (i) cash paid for repurchase of ordinary shares of RMB1,168.3 million (US$164.6 million) and (ii) proceeds prepaid by equity investors of a subsidiary of RMB90.0 million (US$12.7 million), partially offset by (i) capital contribution from redeemable non-controlling interests of RMB111.8 million (US$15.8 million) and (ii) cash prepaid for repurchase of ordinary shares of RMB179.8 million (US$25.3 million).
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.
We define non-GAAP adjusted operating income as (loss)/income from operations excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions, (iv) compensation cost incurred in relation to acquisitions and (v) settlement in principle of U.S. securities class action.
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.
The amount of government grants was RMB1,559.8 million, RMB1,979.6 million and RMB2,150.1 million (US$302.8 million) in the years ended December 31, 2021, 2022 and 2023, respectively, which was included in the Group’s cost of revenues to offset its VAT obligation.
The 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.
Investing Activities Net cash provided by investing activities was RMB553.7 million (US$78.0 million) in 2023, primarily attributable to maturity of short-term investments of RMB21,594.7 million (US$3,041.6 million), partially offset by (i) purchases of short-term investments of RMB11,617.7 million (US$1,636.3 million), (ii) purchases of long-term investments of RMB9,261.4 million (US$1,304.4 million), (iii) purchases of property and equipment, land use rights and intangible assets of RMB100.3 million (US$14.1 million) and (v) payments for investment in equity investees of RMB63.0 million (US$8.9 million).
Net cash provided by investing activities was RMB553.7 million in 2023, primarily attributable to maturity of short-term investments of RMB21,594.7 million, partially offset by (i) purchases of short-term investments of RMB11,617.7 million, (ii) purchases of long-term investments of RMB9,261.4 million, (iii) purchases of property and equipment, land use rights and intangible assets of RMB100.3 million and (v) payments for investment in equity investees of RMB63.0 million.
The Group’s non-GAAP financial measures enable our management to assess the Group’s operating results without considering the impact of (i) share-based compensation expense, amortization of intangible assets resulting from business acquisitions and provision for long-term investment, which are non-cash charges and (ii) compensation expense resulting from repurchase of ordinary shares in excess of fair value, compensation cost incurred in relation to acquisitions and settlement in principle of U.S. securities class action, which are non-recurring charges.
The Group’s non-GAAP financial measures enable our management to assess the Group’s operating results without considering the impact of (i) share-based compensation expense, amortization of intangible assets resulting from business acquisitions and impairment loss of long-term investment, which are non-cash charges and (ii) compensation cost incurred in relation to acquisitions and settlement in principle of U.S. securities class action, which are non-recurring charges.
We define non-GAAP adjusted net income as net (loss)/income excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions, (iv) compensation cost incurred in relation to acquisitions, (v) impairment of long-term investment, (vi) settlement in principle of U.S. securities class action and (vii) tax effects of non-GAAP adjustments.
We define non-GAAP adjusted net income as net income excluding (i) share-based compensation expense, (ii) amortization of intangible assets resulting from business acquisitions, (iii) compensation cost incurred in relation to acquisitions, (iv) settlement in principle of U.S. securities class action, which is non-recurring, (v) impairment loss of long-term investment and (vi) tax effects of non-GAAP adjustments.
On November 1, 2022, a second amended class action complaint (“SAC”) was filed, which FTA and certain other defendants moved to dismiss on February 2, 2023. Plaintiffs submitted their opposition to FTA’s motion to dismiss on April 3, 2023.
On November 1, 2022, a second amended class action complaint (“SAC”) was filed, which FTA and certain other defendants moved to dismiss on February 2, 2023. Plaintiffs submitted their opposition to FTA’s motion to dismiss on April 3, 2023. FTA and certain other defendants submitted their reply in support of the motion to dismiss on May 18, 2023.
Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB45.8 million and RMB328.3 million (US$46.2 million) as of December 31, 2022 and 2023, respectively. All of these capital commitments will be fulfilled in the following years according to the construction progress.
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.
Investment Income The Group recognized investment income of RMB5.4 million and RMB55.6 million (US$7.8 million) in 2022 and 2023, respectively, which was primarily related to the maturity of the Group’s short-term investments.
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.
Capital Expenditures The Group made capital expenditures of RMB43.2 million, RMB85.7 million and RMB100.3 million (US$14.1 million) in the years ended December 31, 2021, 2022 and 2023, 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 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.
The Group recognized share-based compensation expense of RMB3,837.9 million, RMB919.3 million and RMB441.8 million (US$62.2 million) in the years ended December 31, 2021, 2022 and 2023, respectively, representing 82.4%, 13.7% and 5.2% of the Group’s revenues in those respective periods. The following table sets forth a breakdown of share-based compensation expense by function for the periods indicated.
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 amount was further adjusted by (i) share-based compensation of RMB441.8 million (US$62.2 million), (ii) provision for loans receivable of RMB234.6 million (US$33.0 million) and (iii) depreciation and amortization of RMB74.7 million (US$10.5 million).
The amount was further adjusted by (i) share-based compensation of RMB441.8 million, (ii) provision for loans receivable of RMB234.6 million and (iii) depreciation and amortization of RMB74.7 million.
Operating Results — Year Ended December 31, 2022 Compared to Year Ended December 31, 2021” in our annual report on Form 20-F for the year ended December 31, 2022, filed with the SEC on April 19, 2023 .
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 .
Unrealized Gains (Losses) from Fair Value Changes of Investments and Derivative Assets The Group recognized gains from fair value changes of investments and derivative assets of RMB12.9 million (US$1.8 million) in 2023, as compared to losses of RMB63.4 million in 2022. The gains in 2023 were primarily driven by the fair value changes in the Group’s investments.
Unrealized (Losses) Gains from Fair Value Changes of Investments and Derivative Assets The Group recognized losses from fair value changes of investments of RMB20.9 million (US$2.9 million) in 2024, as compared to gains of RMB12.9 million in 2023. The losses in 2024 were primarily driven by the fair value changes in the Group’s investments.
The FTA platform had approximately 2.24 million shipper MAUs in the fourth quarter of 2023, representing a year-over-year growth of 18.7%, and 3.9 million truckers fulfilled shipping orders on the FTA platform in 2023. The CRO announced the initiation of a cybersecurity review of the Yunmanman and Huochebang apps on July 5, 2021.
The 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.
RMB2,620.4 million, RMB3,550.9 million and RMB4,172.7 million (US$587.7 million) of the Group’s revenues were attributable to VAT in the years ended December 31, 2021, 2022 and 2023, respectively, which were primarily related to VAT charged for freight brokerage services.
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.
The decrease in absolute amount was primarily due to lower share-based compensation expenses and a decrease in professional service fees, partially offset by provision for settlement in principle of U.S. securities class action. Please see “—B. Liquidity and Capital Resources—Contingent Liabilities” for details.
The decrease in absolute amount was primarily due to settlement in principle by us of certain U.S. securities class action claims in 2023, partially offset by higher share-based compensation expenses. Please see “—B. Liquidity and Capital Resources—Contingent Liabilities” for details.
As of December 31, 2023, the amount of guarantee liabilities in relation to such arrangements was immaterial, and the maximum potential undiscounted future payment the Group would be required to make was RMB184.4 million (US$26.0 million). Other than the above, the Group has not entered into any other commitments to guarantee the payment obligations of any third parties.
As of December 31, 2024, the amount of guarantee liabilities in relation to such arrangements was immaterial, and the maximum potential undiscounted future payment the Group would be required to make was RMB21.3 million (US$2.9 million). 147 Table of Contents Other than the above, the Group has not entered into any other commitments to guarantee the payment obligations of any third parties.
On March 8, 2024, the parties submitted the stipulation to the Supreme Court of the State of New York, or the Court, and the Court preliminarily approved the settlement on April 3, 2024. On April 8, 2024, FTA paid the settlement amount in full, to be held in escrow pending final settlement approval in accordance with the stipulation of settlement.
On March 8, 2024, the parties submitted the stipulation to the Supreme Court of the State of New York, or the Court, and the Court preliminarily approved the settlement on April 3, 2024. On April 8, 2024, FTA paid the settlement amount in full. The final settlement approval was obtained on September 5, 2024.
The gross amount of VAT included in the cost of revenues was RMB3,510.7 million, RMB4,518.9 million and RMB5,271.1 million (US$742.4 million) in the years ended December 31, 2021, 2022 and 2023, respectively, which was primarily related to VAT charged for freight brokerage services.
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.
As of December 31, 2023, the total outstanding balance of the on-balance sheet loans was RMB3,521.1 million (US$495.9 million). The Group guarantees off-balance sheet loans facilitated by it. As of December 31, 2023, the amount of guarantee liabilities in relation to the Group’s loan guarantee arrangements was immaterial.
As of December 31, 2024, the total outstanding balance of the on-balance sheet loans was RMB4,199.6 million (US$575.3 million). The Group guarantees off-balance sheet loans facilitated by it. As of December 31, 2024, the amount of guarantee liabilities in relation to the Group’s loan guarantee arrangements was immaterial.
Payroll and related expenses for employees increased by 20.3% from RMB134.6 million in 2022 to RMB161.9 million (US$22.8 million) in 2023, primarily attributable to an increase in salary and benefits expenses as a result of an increase in the customer service headcount in order to improve our customers’ experience.
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.
As of December 31, 2023, the Group had cash and cash equivalents of RMB6,770.9 million (US$953.7 million), as compared to cash and cash equivalents of RMB5,137.3 million as of December 31, 2022.
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.
In the fourth quarter of 2023, an average number of approximately 2.24 million shippers posted shipping orders on the FTA platform each month, and 3.9 million truckers fulfilled shipping orders on the FTA platform in 2023. In 2023, the Group facilitated 158.8 million fulfilled orders.
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.
The Group started monetizing freight matching services in 2018 by charging membership fees from frequent shippers for the right to post more shipping orders than non-paying shippers. In the same year, the Group launched freight brokerage service through its consolidated affiliates.
Set forth below is a description of the Group’s monetization approach towards transaction activities on the FTA platform. The Group started monetizing freight matching services in 2018 by charging membership fees from frequent shippers for the right to post more shipping orders than non-paying shippers. In the same year, the Group launched freight brokerage service through its consolidated affiliates.
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 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.
Contractual Obligations The following table sets forth our contractual obligations as of December 31, 2023: Payment due by period Total Less than 1 Year 1 – 2 Years 2 – 3 Years More than 3 Years RMB US$ RMB (in thousands) Operating lease liabilities 88,881 12,518 38,489 29,185 21,207 — Total 88,881 12,518 38,489 29,185 21,207 — Operating lease liabilities represent the Group’s obligations for leasing offices, substantially all of which are located in PRC.
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.
The Group’s total net revenues were RMB4,657.0 million, RMB6,733.6 million and RMB8,436.2 million (US$1,188.2 million) in the years ended December 31, 2021, 2022 and 2023, respectively. The Group recorded net loss of RMB3,654.5 million in the years ended December 31, 2021 and net income of RMB411.9 million and RMB2,227.1 million (US$313.7 million) in 2022 and 2023, respectively.
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.
Other Operating Income The Group’s other operating income decreased by 19.2% from RMB47.5 million in 2022 to RMB38.4 million (US$5.4 million) in 2023, primarily attributable to a decrease in subsidies received from local governments.
Other Operating Income The Group’s other operating income decreased by 37.6% from RMB38.4 million in 2023 to RMB24.0 million (US$3.3 million) in 2024, primarily attributable to a decrease in subsidies received from local governments.
The customer service center employees serve shippers and truckers involved in various services offered by the Group. Our strategy is to continue to grow the FTA platform, with a focus on expansion and increase of the number of shippers and truckers on the FTA platform and the volume of transaction activities facilitated through the FTA platform.
Our strategy is to continue to grow the FTA platform, with a focus on expansion and increase of the number of shippers and truckers on the FTA platform and the volume of transaction activities facilitated through the FTA platform.
For the Years Ended December 31, 2022 2023 RMB % RMB US$ % (in thousands, except percentages) Sales and marketing expenses 902,269 13.4 1,239,191 174,536 14.7 Share-based compensation expense included in sales and marketing expenses 39,771 0.6 55,503 7,817 0.7 The Group’s sales and marketing expenses increased by 37.3% from RMB902.3 million in 2022 to RMB1,239.2 million (US$174.5 million) in 2023, and the Group’s sales and marketing expenses as a percentage of its net revenues increased from 13.4% to 14.7% during the same period.
For the Years Ended December 31, 2023 2024 RMB % RMB US$ % (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$218.8 million) in 2024, and the Group’s sales and marketing expenses as a percentage of its net revenues decreased from 14.7% to 14.2% during the same period.
For the Years Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in thousands) (Loss) income from operations (3,795,943 ) (162,002 ) 997,429 140,487 Add: Share-based compensation expense 3,837,913 919,255 441,827 62,230 Compensation expense resulting from repurchase of ordinary shares in excess of fair value 78,478 — — — Amortization of intangible assets resulting from business acquisitions 45,204 56,484 52,084 7,336 Compensation cost incurred in relation to acquisitions 43,153 21,914 17,124 2,412 Settlement in principle of U.S. securities class action — — 71,900 10,127 Non-GAAP adjusted operating income 208,805 835,651 1,580,364 222,592 The following table reconciles the Group’s unaudited non-GAAP adjusted net income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S.
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.
The following table sets forth a breakdown of the Group’s cost of revenues, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except percentages) Cost of revenues VAT, related tax surcharges and other tax costs, net of grants from government authorities (1) 2,257,721 48.5 3,167,807 47.1 3,693,516 520,221 43.8 Payroll and related expenses for employees 99,055 2.1 134,572 2.0 161,908 22,804 1.9 Technology service fee 115,815 2.5 130,110 1.9 155,175 21,856 1.8 Commission fee paid to third-party payment platform 35,892 0.8 74,352 1.1 101,428 14,286 1.2 Funding costs related to credit solution services 13,495 0.3 1,981 0.0 — — — Others (2) 18,020 0.3 5,729 0.1 6,989 984 0.1 Total 2,539,998 54.5 3,514,551 52.2 4,119,016 580,151 48.8 (1) In the years ended December 31, 2021, 2022 and 2023, the gross amount of VAT was RMB3,510.7 million, RMB4,518.9 million and RMB5,271.1 million (US$742.4 million), respectively, of which RMB3,380.9 million, RMB4,322.8 million and RMB5,006.4 million (US$705.1 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB594.6 million, RMB928.1 million and RMB893.4 million (US$125.8 million), respectively, substantially all of which was related to freight brokerage service; the amount of government grants from government authorities was RMB1,847.6 million, RMB2,279.2 million and RMB2,471.0 million (US$348.0 million), respectively, substantially all of which was related to freight brokerage service.
The following table sets forth a breakdown of the Group’s cost of revenues, expressed as an absolute amount and as a percentage of its total revenues, for the periods indicated: For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (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$335.8 million), respectively, substantially all of which was related to freight brokerage service.
For the Years Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in thousands) General and administrative expenses 3,728,421 809,194 297,469 41,898 Sales and marketing expenses 56,975 39,771 55,503 7,817 Research and development expenses 48,777 63,884 80,279 11,307 Cost of revenues 3,740 6,406 8,576 1,208 Total 3,837,913 919,255 441,827 62,230 Taxation Cayman Islands We are incorporated in the Cayman Islands as an exempted company with limited liability under the Cayman Companies Act and accordingly, are exempted from Cayman Islands income tax.
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.
The Group recorded non-GAAP adjusted net income of RMB450.5 million, RMB1,395.4 million and RMB2,797.0 million (US$394.0 million) in 2021, 2022 and 2023, respectively. Monetization Model To fulfill our mission to make logistics smarter, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers. Scalability and transaction volume are core to the Group’s platform strategy.
The Group recorded non-GAAP adjusted net income of RMB1,395.4 million, RMB2,797.0 million and RMB4,020.4 million (US$550.8 million) in 2022, 2023 and 2024, respectively. Monetization Model To fulfill our mission to empower enterprises with greater logistics competitiveness, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers.
For the Years Ended December 31, 2022 2023 RMB % RMB US$ % (in thousands, except percentages) General and administrative expenses 1,417,933 21.1 937,677 132,069 11.1 Share-based compensation expense included in general and administrative expenses 809,194 12.0 297,469 41,898 3.5 The Group’s general and administrative expenses decreased by 33.9% from RMB1,417.9 million in 2022 to RMB937.7 million (US$132.1 million) in 2023, and the Group’s general and administrative expenses as a percentage of its net revenues decreased from 21.1% to 11.1% during the same period.
For the Years Ended December 31, 2023 2024 RMB % RMB US$ % (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.
The Group’s research and development expenses as a percentage of its net revenues decreased from 13.6% to 11.2% in 2022 to 2023. Provision for Loans Receivables The Group’s provision for loan receivable increased by 20.8% from RMB194.3 million in 2022 to RMB234.6 million (US$33.0 million) in 2023 due to increased loan volume.
The Group’s 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.
Revenues from value-added services increased by 28.8% from RMB1,077.0 million in 2022 to RMB1,387.3 million (US$195.4 million) in 2023, attributable to an increase in revenues from credit solutions and other value-added services. • Revenues from credit solutions increased by 25.8% from RMB796.4 million in 2022 to RMB1,001.9 million (US$141.1 million) in 2023, primarily due to an increase in the amount of loans funded and facilitated by the Group to address market demand. • Revenues from other value-added services increased by 37.3% from RMB280.6 million in 2022 to RMB385.4 million (US$54.3 million) in 2023, primarily due to our ability to provide diversified value added services.
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.
A key feature of online transaction service is that truckers are required to pay deposits to the FTA platform to secure shipping orders, which has helped to improve service quality and increase fulfillment rates. The Group also offers shippers the option to track the transactions at each step in real-time.
A key feature of online transaction service is that truckers are required to pay deposits to secure shipping orders, which has helped to improve service quality and increase fulfillment rates.
According to the relevant laws and regulations in the PRC, enterprises engaging in research and development activities are entitled to claim 200% of their research and development expenses so incurred as tax deductible expenses when determining their assessable profits for that year (“Super Deduction”).
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”).
Other Income, Net The Group’s other income, net decreased significantly from RMB230.6 million in 2022 to RMB130.3 million (US$18.3 million) in 2023, primarily attributable to a decrease in the ADR fee income received from Deutsche Bank Trust Company Americas, the depositary bank for our ADR program.
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.
VAT, related tax surcharges and other tax costs, net of grants from government authorities increased by 16.6% from RMB3,167.8 million in 2022 to RMB3,693.5 million (US$520.2 million) in 2023, primarily due to an increase in transaction activities involving our freight brokerage service.
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.
The settlement amount is an all-in amount that covers all attorneys’ fees, administrative costs, expenses, class member benefits, class representative awards, and costs of any kind associated with the resolution of the lawsuits.
On or around February 27, 2024, FTA and other parties to the lawsuits executed a stipulation of settlement that resolves the lawsuits for $10.25 million. The settlement amount is an all-in amount that covers all attorneys’ fees, administrative costs, expenses, class member benefits, class representative awards, and costs of any kind associated with the resolution of the lawsuits.
In December 2023, the Group’s next month’s retention rate of truckers was approximately 84%, which is calculated by dividing the number of truckers who responded to the shipping orders on the FTA platform in both November and December 2023 by the number of truckers who responded to shipping orders on the FTA platform in November 2023. 126 Table of Contents Our Ability to Drive Engagement and Transaction Activities of Users on the FTA Platform With a large user base, we aim to increase the engagement and the Group’s wallet share of users to further drive the growth of its market share, which depends on the Group’s ability to enhance user experience and provide comprehensive service offerings.
Our Ability to Drive Engagement and Transaction Activities of Users on the FTA Platform With a large user base, we aim to increase the engagement and the Group’s wallet share of users to further drive the growth of its market share, which depends on the Group’s ability to enhance user experience and provide comprehensive service offerings.

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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) 663,168,231 — 3.2 * Shanshan Guo — — — — Jennifer Xinzhe Li * — * * Simon Chong Cai * — * * Kai Shen * — * * Zhenghong Wang * — * * All directors and executive officers as a Group 825,828,888 2,131,865,628 14.1 78.3 Principal Shareholders: SVF entities (3) 3,046,659,400 — 14.6 3.7 156 Table of Contents Ordinary Shares Beneficially Owned Number of Class A ordinary shares Number of Class B ordinary shares % of total ordinary shares† % of voting power†† Full Load Logistics (1) 5,253,900 2,131,865,628 10.2 77.3 * Less than 1% of our total outstanding shares. ** The business addresses for our directors and executive officers are 6 Keji Road, Huaxi District, Guiyang, Guizhou 550025, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, People’s Republic of China. † For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after March 31, 2024, by the sum of (i) the total number of ordinary shares issued and outstanding as of March 31, 2024, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after March 31, 2024. †† For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
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.
Our audit committee is responsible for, among other things: • selecting the independent auditor; • pre-approving auditing and non-auditing services permitted to be performed by the independent auditor; • annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our Company; • setting clear hiring policies for employees and former employees of the independent auditors; • reviewing with the independent auditor any audit problems or difficulties and management’s response; • reviewing and, if material, approving all related party transactions on an ongoing basis, unless otherwise determined by the board or the audit committee; • reviewing and discussing the annual audited financial statements with management and the independent auditor; • reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; • reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments; • discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies; 154 Table of Contents • reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements; • discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor; • timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our Company, all alternative treatments of financial information within U.S.
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.
Shanshan Guo has served as our director since December 2017 and was determined by our board of directors to be an independent director in April 2021. Mr. Guo is currently a partner of HongShan. Prior to joining HongShan in October 2010, he served at McKinsey & Consulting Company Inc. Shanghai from 2006 to 2010. Prior to that, Mr.
Shanshan Guo has served as our director since December 2017 and was determined by our board of directors to be an independent director in April 2021. Mr. Guo is currently a venture partner of HongShan. Prior to joining HongShan in October 2010, he served at McKinsey & Consulting Company Inc. Shanghai from 2006 to 2010. Prior to that, Mr.
The nominating and corporate governance committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; 155 Table of Contents • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
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.
Guo received his bachelor of arts degree in English from Chongqing University in the PRC in June 2002 and master of science degree in information and knowledge management from Loughborough University in the United Kingdom in December 2003. 148 Table of Contents Jennifer Xinzhe Li has served as our director since April 2021 and was determined by our board of directors to be an independent director in April 2021.
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.
The maximum number of Class A ordinary shares that may be issued pursuant to equity awards granted under the 2018 Plan is 2,636,675,056. 150 Table of Contents We have set up an employee incentive plan trust with Futu Trustee Limited as the trustee and Master Quality Group Limited as the nominee of the trustee.
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.
(1) The number of ordinary shares beneficially owned is as of March 31, 2024, and consists of (i) 2,131,865,628 Class B ordinary shares held by Full Load Logistics, (ii) 5,253,900 Class A ordinary shares represented by ADSs that are beneficially owned by Full Load Logistics and (iii) 17 of the Class A ordinary shares held by Master Quality Group Limited, which Mr.
(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.
If the share reserve falls below 3.0% of our total outstanding shares on the last day of a calendar year, the share reserve shall automatically be increased to 3.0% of our total outstanding shares on the January 1 immediately thereafter. 151 Table of Contents Administration The 2021 Plan is administered by the compensation committee.
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.
Share Ownership The following table sets forth information as of March 31, 2024 with respect to the beneficial ownership of our ordinary shares by: • each of our directors and executive officers; and • each person known to us to own beneficially 5.0% or more of our ordinary shares.
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.
We did not grant any options to our directors and executive officers under the 2018 Plan for the year ended December 31, 2023. 2021 Plan We adopted the 2021 equity incentive plan in April 2021, which was amended in November 2021, or the 2021 Plan.
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.
(a technology company listed on the SIX Swiss Exchange (ticker symbol: ABBN SW) and Nasdaq Stockholm (ticker symbol: ABB SS) since 1999 and a member of the supervisory board of SAP SE (a software company listed on the NYSE (ticker symbol: SAP)) since May 2022. Previously, Ms.
(a technology company listed on the SIX Swiss Exchange (ticker symbol: ABBN SW) and Nasdaq Stockholm (ticker symbol: ABB SS) since 2018 and a member of the supervisory board of SAP SE (a software company listed on the NYSE (ticker symbol: SAP)) since May 2022. Previously, Ms.
In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to 30 votes. Each Class B ordinary share will be convertible into one Class A ordinary share at any time by the holder thereof.
In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one (1) vote, and each Class B ordinary share will be entitled to thirty (30) votes. Each Class B ordinary share will be convertible into one Class A ordinary share at any time by the holder thereof.
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.
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.
(a cigarette and tobacco manufacturing company listed on the NYSE (ticker symbol: PM)) from 2010 to 2021 and a director of The Hongkong and Shanghai Banking Corporation Limited, which is a subsidiary of HSBC Holdings plc (a banking and financial services institution listed on the NYSE (ticker symbol: HSBC), the Hong Kong Stock Exchange (stock code: 0005) and the London Stock Exchange (ticker symbol: HSBA)) from September 2014 to June 2021.
(a consumer product company listed on the NYSE (ticker symbol: PM)) from 2010 to 2021 and a director of The Hongkong and Shanghai Banking Corporation Limited, which is a subsidiary of HSBC Holdings plc (a banking and financial services institution listed on the NYSE (ticker symbol: HSBC), the Hong Kong Stock Exchange (stock code: 0005) and the London Stock Exchange (ticker symbol: HSBA)) from September 2014 to June 2021.
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. 158 Table of Contents In the year ended December 31, 2023, we were not required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Clawback Policy, nor were there any outstanding balance as of December 31, 2023 of erroneously awarded compensation to be recovered.
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.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company. F.
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.
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 since July 1, 2022. 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. 154 Table of Contents C. Board Practices Board of Directors Our board of directors consists of six directors.
Award Grants We granted options to certain employees under the 2021 Plan. As of March 31, 2024, options to purchase 231,846,479 Class A ordinary shares were granted and outstanding under the 2021 Plan. The table below summarizes options granted to our directors and executive officers under the 2021 Plan for the year ended December 31, 2023.
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.
The functions and powers of our board of directors include, among others: • conducting and managing the business of our Company; • representing our Company in contracts and deals; • appointing attorneys for our Company; • select senior management such as managing directors and executive directors; • providing employee benefits and pension; • managing our Company’s finance and bank accounts; • exercising the borrowing powers of our Company and mortgaging the property of our Company; and • exercising any other powers conferred by the shareholders meetings or under our memorandum and articles of association, as amended and restated from time to time. 153 Table of Contents Terms of Directors and Executive Officers Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our memorandum and articles of association.
The functions and powers of our board of directors include, among others: • conducting and managing the business of our Company; • representing our Company in contracts and deals; • appointing attorneys for our Company; • select senior management such as managing directors and executive directors; • providing employee benefits and pension; • managing our Company’s finance and bank accounts; • exercising the borrowing powers of our Company and mortgaging the property of our Company; and • exercising any other powers conferred by the shareholders meetings or under our memorandum and articles of association, as amended and restated from time to time.
Name Age Position(s) Peter Hui Zhang 45 Founder, Chairman, Chief Executive Officer and Director Langbo Guo 52 President and Director Guizhen Ma 42 Director Richard Weidong Ji 56 Director Shanshan Guo 44 Independent Director Jennifer Xinzhe Li 56 Independent Director Simon Chong Cai 41 Chief Financial Officer Kai Shen 43 Chief Risk Officer and General Counsel Zhenghong Wang 47 Chief Customer Officer 147 Table of Contents Peter Hui Zhang is our founder and has served as the chairman of our board of directors since November 2020, our chief executive officer since December 2018 and a director since December 2017.
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.
A director will cease to be a director if, among other things, the director (i) dies, or becomes bankrupt or makes any arrangement or composition with his creditors; (ii) is found to be or becomes of unsound mind, (iii) resigns his office by notice in writing to the company, or (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our directors resolve that his office be vacated.
A director will cease to be a director if, among other things, the director (i) dies, or becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) becomes of unsound mind, (iii) resigns his office by notice in writing to the company, or (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our directors resolve that his office be vacated.
Award Grants As of March 31, 2024, options to purchase 30,773,175 Class A ordinary shares were granted and outstanding under the 2018 Plan.
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.
The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers. 149 Table of Contents For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.” In 2021, we repurchased a number of ordinary shares and options from certain of our executive officers.
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.
(2) The number of ordinary shares beneficially owned is as of March 31, 2024, and consists of (i) 221,212,864 Class A ordinary shares held by All-Stars SP VI Limited, (ii) 68,045,540 Class A ordinary shares held by All-Stars SP VIII Limited, (iii) 234,187,020 Class A ordinary shares held by All-Stars PESP II Limited, (iv) 47,871,460 Class A ordinary shares held by PESP VIII Limited, (v) 34,821,060 Class A ordinary shares and 2,073,680 Class A ordinary shares in the form of 103,684 ADSs held by All-Stars PEIISP IV Limited, (vi) 11,828,927 Class A ordinary shares and 8,426,320 Class A ordinary shares in the form of 421,316 ADSs held by All-Stars Investment Master Fund and (vii) 34,701,360 Class A ordinary shares in the form of 1,735,068 ADSs held by Mr.
(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.
(“SVF Truck”) as record holder. Softbank Vision Fund L.P. is the managing member of SVF Holdings (UK) LLP, which is the sole owner of SVF Holdings (Singapore) Pte. Ltd., which in turn is the sole owner of SVF Truck. SB Investment Advisers (UK) Limited (“SBIA UK”) has been appointed as alternative investment fund manager (“AIFM”) of Softbank Vision Fund L.P.
Ltd. (“SVF Truck”) as record holder. Softbank Vision Fund L.P. is the managing member of SVF Holdings (UK) LLP, which is the sole owner of SVF Holdings (Singapore) Pte. Ltd., which in turn is the sole owner of SVF Truck.
Master Quality Group Limited holds Class A ordinary shares relating to options granted to certain participants of the 2018 Plan for the benefit of such individuals. As of March 31, 2024, Master Quality Group Limited held 57,800,735 Class A ordinary shares and 85,232,040 Class A ordinary shares represented by ADSs.
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.
We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.
Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. Our board of directors may determine compensation to be paid to the directors and the executive officers.
However, these shares are not included in the computation of the percentage ownership of any other person. The total number of ordinary shares issued and outstanding as of March 31, 2024 was 20,915,004,788, comprising 18,783,139,160 Class A ordinary shares and 2,131,865,628 Class B ordinary shares. The total number of free float shares as of March 31, 2024 was 14,041,582,440.
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.
The address for SoftBank Vision Fund LP is Aztec Group House, IFC 6, The Esplanade, St Helier, Jersey JE4 0QH. The address for each of SVF Holdings (Singapore) Pte. Ltd. and SVF Truck is 138 Market Street #27-01A, Capitagreen, Singapore 048926.
The address for each of SBIA UK and SVF Holdings (UK) LLP is 69 Grosvenor Street, London W1K 3JP, United Kingdom. The address for SoftBank Vision Fund LP is Aztec Group House, IFC 6, The Esplanade, St Helier, Jersey JE4 0QH. The address for each of SVF Holdings (Singapore) Pte.
As of March 31, 2024, a total of 14,368,963,958 Class A ordinary shares were held by eight record holders in the United States. We are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in the business of underwriting securities.
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.
SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of Softbank Vision Fund L.P.’s investments. As a result of these relationships, each of SBIA UK, SoftBank Vision Fund LP, SVF Holdings (UK) LLP, SVF Holdings (Singapore) Pte.
SB Investment Advisers (UK) Limited (“SBIA UK”) has been appointed as alternative investment fund manager (“AIFM”) of Softbank Vision Fund L.P. SBIA UK is authorized and regulated by the UK Financial Conduct Authority and is exclusively responsible for making all decisions related to the acquisition, structuring, financing and disposal of Softbank Vision Fund L.P.’s investments.
(3) The number of ordinary shares beneficially owned is as of December 31, 2023, as reported in the Amendment No. 2 to the Schedule 13G filed jointly by the Softbank funds on February 13, 2024, and consists of 3,046,659,400 Class A ordinary shares in the form of 152,332,970 ADSs held by SVF Truck (Singapore) Pte. Ltd.
(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.
Cai received his bachelor’s degree in mechanical engineering from Tsinghua University in the PRC in July 2004. Kai Shen has served as our chief risk officer and general counsel since October 2019. Prior to joining our Company, Mr. Shen served at Alibaba Group from February 2011 to October 2019 with his last position as a senior legal director.
Shen previously served as our chief risk officer and general counsel since October 2019. Prior to joining our Company, Mr. Shen served at Alibaba Group from February 2011 to October 2019 with his last position as a senior legal director. Since May 2017, he has served as an arbitrator of China International Economic and Trade Arbitration Commission. Mr.
Name Position Class A Ordinary Shares Underlying Options Option Exercise Price (US$) Grant Date Expiration Date Guizhen Ma Director * 0.00001 September 15, 2023 September 15, 2033 Zhenghong Wang Chief Customer Officer * 0.00001 September 15, 2023 September 15, 2033 Langbo Guo President and Director * 0.00001 September 15, 2023 September 15, 2033 * Less than 1% of our issued shares, assuming conversion of all of our preferred shares into ordinary shares. 152 Table of Contents Restricted Share Awards The Group acquired Beijing Bang Li De Network Technology Co., Ltd., or TYT, a private company offering equipment transportation services, in December 2021.
Name Position Class A Ordinary Shares Underlying Options Option Exercise Price (US$) Grant Date Expiration Date Guizhen Ma Director * 0.00001 September 15, 2023 September 15, 2033 Langbo Guo President and Director * 0.00001 September 15, 2023 September 15, 2033 * Less than 1% of our issued shares, assuming conversion of all of our preferred shares into ordinary shares.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period.
For more information, see “Item 7. Major Shareholders and Related Party Transactions — Related Party Transactions—Transactions with Certain Executive Officers” and “Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers.” Employment Agreements and Indemnification Agreements We have entered into employment agreements with each of our executive officers.
Ltd., and SVF Truck may be deemed to share beneficial ownership of the securities held of record by SVF Truck. 157 Table of Contents The address for each of SBIA UK and SVF Holdings (UK) LLP is 69 Grosvenor Street, London W1K 3JP, United Kingdom.
As a result of these relationships, each of SBIA UK, SoftBank Vision Fund LP, SVF Holdings (UK) LLP, SVF Holdings (Singapore) Pte. Ltd., and SVF Truck may be deemed to share beneficial ownership of the securities held of record by SVF Truck.
Compensation In 2023, the Group paid aggregate cash compensation of approximately RMB24.0 million to our directors and executive officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers.
We did not pay any other cash compensation or benefits in kind to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.
Since May 2017, he has served as an arbitrator of China International Economic and Trade Arbitration Commission. Mr. 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.
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.
Our board of directors may determine compensation to be paid to the directors and the executive officers.
Terms of Directors and Executive Officers Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our memorandum and articles of association.
Removed
Zhenghong Wang has served as our chief customer officer since May 2021 and has been our head of operations committee since September 2020. Previously, Mr. Wang was the vice president of operations of Yunmanman from 2016 to 2019.
Added
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.
Removed
Prior to joining our Group, from May 2014 to January 2016, he served as the vice president of Beijing Chengshi Wanglin Information Technology Co., Ltd., which is a subsidiary of 58.com Inc. (a company operating a life service platform and listed on the NYSE (ticker symbol: WUBA)). Mr.
Added
Under these agreements, each of our executive officers is employed for a specified time period.
Removed
Wang served as a senior regional manager of a business-to-business unit of Alibaba Group from July 2004 to April 2014. Mr. Wang received his bachelor’s degree in business management from Xi’an Jiaotong University in the PRC in July 1999. B.
Added
Restricted Share Awards The Group acquired Beijing Bang Li De Network Technology Co., Ltd., or TYT, a private company offering equipment transportation services, in December 2021.
Removed
In 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 more information, see “Item 7. Major Shareholders and Related Party Transactions — Related Party Transactions—Transactions with Certain Executive Officers” and “Item 16E.

Item 7. Management's Discussion & Analysis

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

11 edited+4 added−11 removed14 unchanged
Biggest changeLTD., (lxxi) China Internet Investment Fund (Limited Partnership), (lxxii) Shanghai Shengjia Xinlue Investment Center LLP, (lxxiii) Propitious Morningstar Limited, (lxxiv) Ning Zhang, (lxxv) TR China Holdings 8, (lxxvi) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P., (lxxvii) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P., (lxxviii) Titanium Growth Investment Limited (formerly Permira PGO1 SPV Limited), (lxxix) Fidelity China Special Situations PLC, (lxxx) Fidelity Investment Funds, (lxxxi) Fidelity Funds, (lxxxii) ERI-BayernInvest-Fonds Aktien Asien, (lxxxiii) Racing Sports Limited, and (lxxxiv) SCEP Master Fund. 159 Table of Contents Demand Registration Rights At any time following 180 days after the effective date of our initial public offering, shareholders holding at least 20% of then outstanding registrable securities could submit a written request that we effect the registration of the registrable securities under the Securities Act where the anticipated gross proceeds would be at least US$100 million.
Biggest changeLTD., (lxxi) China Internet Investment Fund (Limited Partnership), (lxxii) Shanghai Shengjia Xinlue Investment Center LLP, (lxxiii) Propitious Morningstar Limited, (lxxiv) Ning Zhang, (lxxv) TR China Holdings 8, (lxxvi) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P., (lxxvii) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P., (lxxviii) Titanium Growth Investment Limited (formerly Permira PGO1 SPV Limited), (lxxix) Fidelity China Special Situations PLC, (lxxx) Fidelity Investment Funds, (lxxxi) Fidelity Funds, (lxxxii) ERI-BayernInvest-Fonds Aktien Asien, (lxxxiii) Racing Sports Limited, and (lxxxiv) SCEP Master Fund.
Plus Restructuring In July 2023, PlusAI Corp, a technology company devoted to the development of commercial vehicle autonomous driving technology and an equity investee of our Company, conducted a restructuring to split its PRC and U.S. teams under two separate entities, PRC Holding Ltd and Plus Automation, Inc.
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.
The loan has an interest rate of 12% per annum and an original term of two months, which was further extended to four months. In April 2024, an additional loan agreement were entered by the same parties. The principal amount of the loan is US$1,500,000 with a term of two months and the interest rate is 12% per annum. C.
The loan has an interest rate of 12% per annum and an original term of two months, which was further extended to four months. In April 2024, an additional loan agreement was entered by the same parties. The principal amount of the loan is US$1,500,000 with a term of two months and the interest rate is 12% per annum.
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.
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.
Termination of Registration Rights Our shareholders’ registration rights will terminate (i) after five years of the completion of our initial public offering or (ii) all such registrable securities proposed to be sold by a shareholder may then be sold without restrictions in any 90-day period upon or after the completion of our initial public offering under Rule 144 promulgated under the Securities Act. 160 Table of Contents Employment Agreements and Indemnification Agreements See “Item 6.
Termination of Registration Rights Our shareholders’ registration rights will terminate (i) after five years of the completion of our initial public offering or (ii) all such registrable securities proposed to be sold by a shareholder may then be sold without restrictions in any 90-day period upon or after the completion of our initial public offering under Rule 144 promulgated under the Securities Act.
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.
(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.
Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Transactions with JYBD Jiayibingding (Beijing) E-commerce Co., Ltd., or JYBD, is an equity investee of our Company. The consideration payable for our equity investment in JYBD had been fully paid.
Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Transactions with JYBD Jiayibingding (Beijing) E-commerce Co., Ltd., or JYBD, is an equity investee of our Company.
As of December 31, 2023, our Company held 51.0% equity interest on an as-if converted basis and 61.9% voting rights in Plus PRC Holding Ltd, and 19.8% equity interest on an as-if converted basis and 1.2% voting rights in Plus Automation, Inc.
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.
The Group had revenue from JYBD in the amount of nil, RMB0.3 million and RMB0.1 million (US$15 thousand) in 2021, 2022 and 2023, respectively. The revenue in 2022 and 2023 was generated from lead-generation service provided to JYBD.
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.
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.
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.
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 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.
Removed
(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.
Added
Demand Registration Rights At any time following 180 days after the effective date of our initial public offering, shareholders holding at least 20% of then outstanding registrable securities could submit a written request that we effect the registration of the registrable securities under the Securities Act where the anticipated gross proceeds would be at least US$100 million.
Removed
The Group accrued service fee to JYBD in the amount of RMB12.5, RMB7.5 million and nil in 2021, 2022 and 2023, respectively, for road rescue service provided by JYBD. Transactions with DWJ Dai WJ Holdings Limited, or DWJ, is a shareholder of our Company, and it is ultimately controlled by a trust of which Mr.
Added
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.
Removed
Wenjian Dai, a former director and former executive officer of our Company, is the settlor. Mr. Dai and his family members are among the beneficiaries. In June 2021, we repurchased an aggregate of 91,236,935 Class A ordinary shares from DWJ for a total repurchase price of US$90.0 million.
Added
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.
Removed
As of December 31, 2022 and 2023, the Group had amounts due to DWJ of RMB63.0 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from DWJ. Transactions with LXF Liu XF Holdings Limited, or LXF, is a shareholder of our Company, and it is controlled by Mr.
Added
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.
Removed
Xianfu Liu, formerly an executive officer of our Company. In June 2021, we repurchased an aggregate of 15,206,156 Class A ordinary shares from LXF for a total repurchase price of US$15.0 million.
Removed
As of December 31, 2022 and 2023, the Group had amounts due to LXF of RMB17.4 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from LXF. Transactions with TTG Tang TG Holdings Limited, or TTG, is a shareholder of our Company, and it is controlled by Mr.
Removed
Tianguang Tang, formerly an executive officer of our Company. In June 2021, we repurchased an aggregate of 40,549,749 Class A ordinary shares from TTG for a total repurchase price of US$40.0 million.
Removed
As of December 31, 2022 and 2023, the Group had amounts due to TTG of RMB27.9 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from TTG. Transactions with GXF Geng XF Holdings Limited, or GXF, is a company controlled by Ms.
Removed
Geng Xiaofang, a shareholder of our Company. 161 Table of Contents In June 2021, we repurchased an aggregate of 20,274,875 Class A ordinary shares from GXF for a total repurchase price of US$20.0 million.
Removed
As of December 31, 2022 and 2023, the Group had amounts due to GXF of RMB13.9 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from GXF.
Removed
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.

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