F-1

As filed with the Securities and Exchange Commission on May 27, 2021

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Full Truck Alliance Co. Ltd.

(Exact name of Registrant as specified in its charter)

Cayman Islands	7372	Not Applicable)
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

No. 123 Kaifa Avenue Economic and Technical Development Zone, Guiyang Guizhou 550009 People’s Republic of China +86-851-8384-2056   Wanbo Science and Technology Park, 20 Fengxin Road Yuhuatai District, Nanjing Jiangsu 210012 People’s Republic of China +86-25-6692-0156

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor,

New York, NY 10168

+1 (800) 221-0102

(Name, address and telephone number of agent for service)

Copies to:

Yi Gao, Esq.
Simpson Thacher & Bartlett LLP
c/o 35th Floor, ICBC Tower
3 Garden Road
Central, Hong Kong
+852-2514-7600 Li He, Esq. James C. Lin, Esq.
Davis Polk & Wardwell LLP
c/o 18th Floor
The Hong Kong Club Building
3A Chater Road Central Hong Kong
+852-2533-3300

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Proposed Maximum Aggregate Offering Price(2)(3)	Amount of Registration Fee
Class A ordinary shares, par value US$0.00001 per share	US$100,000,000	US$10,910

(1) American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-            ). Each ADS represents                  Class A ordinary shares.

(2) Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b) all Class A ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public.

(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated             , 2021.

American Depositary Shares

Full Truck Alliance Co. Ltd.

Representing                  Class A Ordinary Shares

This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Full Truck Alliance Co. Ltd.

We are offering                      ADSs to be sold in this offering. Each ADS represents                      Class A ordinary shares, US$0.00001 par value per share. We anticipate the initial public offering price per ADS will be between US$        and US$        .

Prior to this offering, there has been no public market for the ADSs or our shares. We will apply to list the ADSs on the New York Stock Exchange, or the NYSE, under the symbol “YMM.”

We are an “emerging growth company” under applicable United States federal securities laws and are eligible for reduced public company reporting requirements.

See “Risk Factors” on page 25 to read about factors you should consider before buying the ADSs.

Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per ADS	Total
Initial public offering price	US$	US$
Underwriting discounts and commissions(1)	US$	US$
Proceeds, before expenses, to us	US$	US$

(1) For additional information on underwriting compensation, see “Underwriting.”

To the extent that the underwriters sell more than                      ADSs in this offering, the underwriters have a 30-day option to purchase up to an aggregate of                      additional ADSs from us at the initial public offering price less the underwriting discounts and commissions.

Upon the completion of this offering,                      Class A ordinary shares and 3,068,619,066 Class B ordinary shares will be issued and outstanding. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one vote, and each Class B ordinary shares will be entitled to 30 votes and will be convertible to one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Mr. Peter Hui Zhang, our founder, chairman and chief executive officer, will hold the voting power over all of our issued Class B ordinary shares representing in the aggregate     % of the voting power of our total issued and outstanding shares immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. As a result, we will be a “controlled company” as defined under the rules of the NYSE.

The underwriters expect to deliver the ADSs against payment in New York, New York on             , 2021.

Morgan Stanley CICC Goldman Sachs

UBS Investment Bank Huatai Securities Citigroup Nomura

China Renaissance CLSA Limited

Prospectus dated             , 2021

TABLE OF CONTENTS

Prospectus Summary	1
Summary Consolidated Financial and Operating Data	19
Risk Factors	25
Special Note Regarding Forward-Looking Statements and Industry Data	80
Use of Proceeds	81
Dividend Policy	82
Capitalization	83
Dilution	85
Enforcement of Civil Liabilities	88
Our History and Corporate Structure	90
Selected Consolidated Financial Data	97
Management’s Discussion and Analysis of Financial Condition and Results of Operations	102
Industry Overview	133
Business	139
Regulations	164
Management	178
Principal Shareholders	187
Related Party Transactions	192
Description of Share Capital	195
Description of American Depositary Shares	207
Shares Eligible for Future Sale	217
Taxation	219
Underwriting	225
Expenses Related to this Offering	237
Legal Matters	238
Experts	238
Where You Can Find More Information	239
Index to Consolidated Financial Statements	F-1

No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy, only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of the ADSs.

Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where other action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of

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this prospectus or any free writing prospectus filed with the United States Securities and Exchange Commission, or SEC, must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until             , 2021 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in the ADSs. You should carefully read the entire prospectus, including “Risk Factors” and the financial statements, before making an investment decision. This prospectus contains information from an industry report commissioned by us and prepared by China Insights Consultancy, or CIC, an independent market research firm, to provide information regarding our industry and our market position in China. We refer to this report as the CIC Report.

Our Mission

Our mission is to make logistics better. We are shaping the future of logistics with technology.

Logistics is the lifeblood of our economy, powering the movement of goods and connecting the engines of production and consumption. We aspire to revolutionize logistics, improve efficiency across the value chain and reduce carbon footprint for our planet.

Overview

Full Truck Alliance, or FTA, is the world’s largest digital freight platform by gross transaction value, or GTV, in 2020, according to the CIC Report. We have transformed China’s road transportation industry by pioneering a digital, standardized and smart logistics infrastructure across the value chain.

Our platform connects shippers with truckers to facilitate shipments across distance ranges, cargo weights and types. We have built a vibrant ecosystem of millions of shippers and truckers. In March 2021, approximately 1.4 million shippers posted shipping orders on our platform. In 2020, we facilitated 71.7 million fulfilled orders with GTV of RMB173.8 billion (US$26.6 billion), and over 2.8 million truckers fulfilled shipping orders on our platform. Approximately 20% of all China’s heavy-duty and medium-duty truckers fulfilled shipping orders on our platform in 2020, according to the CIC Report. In the first quarter of 2021, we facilitated 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion), representing 170.2% and 108.0% year-over-year growth, respectively.

Industry Background and Challenges

China has the world’s largest road transportation market with a market size of RMB6.2 trillion (US$951.5 billion) in 2020, according to the CIC Report. The transportation of full-truckload, or FTL, and less-than-truckload, or LTL, shipments, makes up a majority of the road transportation market in China, amounting to RMB5.3 trillion (US$816.7 billion) in 2020 and expected to reach RMB6.5 trillion by 2025, according to the CIC Report.

The road transportation industry in China is highly fragmented, complex and inefficient. Road shipments are primarily arranged on-demand, and information is highly asymmetric. There is a high degree of fragmentation among both shippers and truckers, with a large long-tail of shippers who are small and medium-sized enterprises, and truckers who are individual owner-operators. This is structurally different from the U.S., where shippers are concentrated and served by scaled incumbents. In China, the matching of shippers and truckers traditionally took place offline in remote logistics parks, where shipping orders were written on blackboards in a disorganized manner, with most of the negotiation process conducted over the phone or in person.

As a result, industry participants faced significant challenges in China. Typically, shippers spent days to find a trucker and had to go through multiple layers of middlemen, resulting in higher costs. Pricing was opaque, and

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transactions were entered into in blind faith, without adequate protection of shipper or trucker interests. Truck utilization was limited due to highly asymmetric information, especially for individual truckers on back-hauls, who usually spent days in finding their next shipments. Truckers made frequent trips to logistics parks, which were typically over 50 kilometers away from their last shipment destinations, to find their next shipments, resulting in wasted mileage, fuel costs and time. They were not able to plan their routes and had limited visibility on their income. The lack of standardized protocols and trust between shippers and truckers led to frequent disputes, resulting in unfulfilled transactions and payment delays, further undermining trust and efficiency in the industry.

The FTA Platform

We believe the key to addressing these industry challenges is a digital, standardized and smart platform that connects shippers and truckers seamlessly. Leveraging the proliferation of smartphones and the mobile internet, we established nationwide infrastructure and industry standards that promote transparency, trust and efficiency across the logistics industry. In so doing, we are contributing to China’s economic growth, improving lives of millions of shippers and truckers, and reducing carbon footprint for our planet.

Yunmanman and Huochebang were founded in 2013 and 2011, respectively, and both companies rapidly grew to become leading digital freight platforms in China. The two companies merged to create FTA in 2017, establishing a nationwide road logistics network with significant economies of scale.

We are constantly improving our offerings to better meet the diverse, complex and often non-standard needs of industry participants. 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.

The diagram below illustrates the major components of our platform.

Freight matching services

• Freight listing service. In 2011 and 2013, Huochebang and Yunmanman each began providing freight listing service through QQ and WeChat groups, taking the first step towards the digital transformation

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of China’s road transportation industry. At the end of 2013 and early 2014, Yunmanman and Huochebang each launched their mobile apps, where shippers could post shipping orders and truckers could contact them to find their next shipments in a standardized manner. After the two companies merged at the end of 2017, we began monetization of freight listing service in 2018 by launching membership service for frequent shippers, allowing paying shippers to post more shipping orders than non-paying shippers.

• Freight brokerage service. In January 2018, we launched freight brokerage service, going a step further from freight listing service to provide end-to-end freight matching service with a higher level of service quality assurance to shippers. As a freight broker, we 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 we collect from shippers and the amount we pay to truckers represents our platform service fee. We assume the legal obligation to pay value-added tax, or VAT, which is assessed on the entire selling price of the shipping service and platform service. We receive partial tax refunds in the form of government subsidies from local financial bureaus as an incentive for developing the local economy and business. We issue VAT invoices to shippers that they can use for tax deductions, solving a significant pain point for many shippers when contracting with truckers. Shippers can track the transaction at each step in real-time and make payment for freight fees online. We also assume liability for cargo damages up to a specific amount per shipment, and obtain cargo insurance under certain circumstances to mitigate our risk.

• Online transaction service. Building on the technology and operational knowhow developed from our freight listing and brokerage services, we launched online transaction service to further digitalize shipping transactions and enable shippers and truckers to transact through our platform. Truckers are required to make payments for freight deposits to our platform to secure a shipping order, which contributes to better service quality and higher fulfillment rates. We also offer shippers the option to track the transactions at each step in real-time. In August 2020, we began monetization of our 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 March 2021, we collected commissions on shipping orders with GTV of RMB793.8 million, representing 96.8% of the total GTV originating from these three cities on our platform. Our daily average order volume and trucker retention remained stable in these cities since August 2020, demonstrating our users’ acceptance of such commissions. We started collecting commissions on shipping orders originating from certain other cities on a smaller scale in the fourth quarter of 2020. In March 2021, we collected commissions in a total of 60 cities on shipping orders with GTV of RMB8.6 billion, representing 89.6% of the total GTV originating from these 60 cities and 36.3% of the total nationwide GTV facilitated through our platform in the same month. Our total commission charges from these 60 cities were RMB46.6 million in March 2021.

Value-added services

We provide a range of value-added services, which cater to various essential needs of shippers and truckers and increase their stickiness and engagement on our platform. Shippers can access transportation management system, credit solutions and insurance on our platform. Truckers can access software for routing and managing traffic ticket records, credit solutions, insurance, electronic toll collection, or ETC, services and energy services on our platform.

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Benefits to Shippers and Truckers

Key benefits we provide to shippers and truckers include:

• Efficient freight matching. Shippers can post shipping orders in a standardized manner on their mobile phones anytime and anywhere, without having to go through intermediaries or travel to logistics parks. Shippers can get quotes from reliable truckers often within minutes rather than days and make informed decisions about their suitability based on truckers’ profiles and track records. Truckers can find shipments in minutes while on-the-go, without having to travel to and wait for days at logistics parks. They also save on the mileage and time of traveling long distance to and from logistics parks between shipments.

• Better profitability. Shippers enjoy lower shipping costs and more transparent pricing as they can interface directly with truckers, cutting out layers of middlemen and the need to rent space at logistics parks. According to the CIC Report, a shipping transaction may involve multiple middlemen, and their fees typically account for a 10-15% of the freight fees paid by shippers. Truckers can achieve higher income and utilization rates as less time and mileage is spent finding shipments. According to a trucker survey conducted by CIC, 63% of the respondents found an increase in their monthly shipping orders after using digital freight platforms. They can optimize their schedule and routes, leading to more visible incomes. With the transaction standards established by us, they also have higher certainty of freight fee collection and shorter receivable days.

• Smarter operations. We enable shippers and truckers to operate in a smarter and more efficient manner. Shippers are supported by software that improve their operations such as transportation management systems as well as data-driven algorithms that recommend suitable pricing for shipments. Truckers are supported by software and data-driven algorithms that recommend suitable shipments, suggest optimal routes, and simplify their operations.

• Greater assurance of service quality. We facilitate every part of the logistics transaction from end to end. Interactions and transactions are recorded on our platform, improving accountability and providing a source of support for dispute resolution. Our platform can act as an escrow agent through which freight deposits are made to and held by our platform until shippers confirm that the relevant transactions are completed, allowing shippers and truckers to transact with greater assurance. We provide round-the-clock customer service and protocols for dispute resolution.

• Access to value-added services. We provide a comprehensive range of value-added services to shippers and truckers, catering to their diverse and complex needs and addressing various pain points. We only collaborate with business partners that have reliable track records to ensure the quality of value-added services offered to users.

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Our Scale and Financial Performance

(1) in the year ended December 31, 2020.

(2) as of December 31, 2020.

(3) in the month of December 2020.

(4) over 2.8 million truckers fulfilled shipping orders on our platform in 2020, representing approximately 20% of China’s 13.7 million heavy-duty and medium-duty truckers in 2020.

We have grown rapidly and reached significant scale in recent years. We had over 1.3 million shipper MAUs in December 2020, representing a year-over-year growth of 42.2% from December 2019. As our platform’s matching efficiency continued to improve, our GTV increased significantly and reached RMB173.8 billion (US$26.6 billion) in 2020. China’s economy and our business was impacted by COVID-19, particularly in January and February 2020. Our average monthly GTV was RMB6.4 billion in January and February 2020, declining by 42.2% compared to average monthly GTV in the fourth quarter of 2019. We saw a strong recovery in transaction volumes for March 2020, achieving GTV of RMB 11.9 billion in March 2020, representing 145.4% growth compared to the previous month. Our GTV was RMB51.5 billion (US$7.9 billion) in the first quarter of 2021, representing 108.0% year-over-year growth compared to the same period in 2020.

We are at an early stage of monetization. We generate revenue primarily from membership fees from shippers, freight brokerage fees from shippers, as well as interests and fees from value-added services to shippers, truckers and other ecosystem participants. We started monetization of online transaction service since August 2020, and we currently collect commissions from truckers for shipping orders originating from certain cities in China. Our total net revenues were RMB2,473.1 million and RMB2,580.8 million (US$395.5 million) in 2019 and 2020, respectively. We recorded net loss of RMB1,523.7 million and RMB3,470.5 million (US$531.9 million) in 2019 and 2020, respectively. We recorded non-GAAP adjusted net loss of RMB92.8 million in 2019 and non-GAAP adjusted net income of RMB281.1 million (US$43.1 million) in 2020.

Our Strengths

We believe the following strengths position us well to capitalize on the opportunities of a massive and rapidly changing road transportation market in China.

• world’s largest and rapidly growing digital freight platform with powerful network effects;

• pioneer in developing industry-wide logistics infrastructure that is digital, standardized and smart;

• comprehensive logistics and value-added services driving increasing user engagement;

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• proprietary and innovative technologies; and

• experienced management with technology and logistics DNA.

Our Strategies

We pursue the following strategies to fulfill our mission to make logistics better:

• grow our logistics network and the volume of transactions facilitated through our platform;

• expand our service offerings;

• continue to invest in infrastructure development and technology innovation; and

• selectively pursue strategic alliances, investments and acquisitions.

Summary of Risk Factors

Investing in the ADSs involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in the ADSs. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.”

Risks Relating to Our Business and Industry

Risks and uncertainties relating to our business and industry include, but are not limited to, the following:

• Our historical financial and operating performance may not be indicative of our future prospects and results of operations due to the limited operating history of some of our business lines, evolving business model and changing market;

• Our operations have grown substantially since inception; we may not be able to effectively manage our growth, control our expenses or implement our business strategies;

• Our 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, our platform will become less appealing to shippers and truckers, and our financial results would be adversely impacted;

• We may not succeed in continuing to maintain, protect and strengthen our brands, and any negative publicity about us, our business, our management, our ecosystem participants or the road transportation market in general, may materially and adversely affect our reputation, business, results of operations and growth;

• If our solutions and services do not achieve and maintain sufficient market acceptance or provide the expected benefits to ecosystem participants, our financial condition, results of operations and competitive position will be materially and adversely affected;

• If our users, other ecosystem participants or their employees engage in, or are subject to, criminal, violent, fraudulent, inappropriate or dangerous activities, our reputation, business, financial condition, and operating results may be adversely impacted;

• If we fail to effectively match truckers with shipments and optimize our pricing models, our business, financial condition and results of operations could be adversely affected;

• We cannot guarantee that our monetization strategies or our business initiatives will be successfully implemented or generate sustainable revenues and profit; and

• We have incurred, and in the future may continue to incur, net losses.

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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 our consolidated 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;

• We rely on contractual arrangements with our consolidated VIEs and their shareholders to conduct a substantial part of our 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 our consolidated VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Risks Relating to Doing Business in China

We are also subject to risks and uncertainties relating to doing business in China in general, including, but are not limited to, the following:

• Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies;

• There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations;

• You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on United States or other foreign laws, against us, our directors, executive officers or the expert named in this prospectus. Therefore, you may not be able to enjoy the protection of such laws in an effective manner; and

• The audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, our investors are deprived of the benefits of such inspection. In addition, the adoption of any rules, legislations or other efforts to increase U.S. regulatory access to audit information could cause uncertainty, and we could be delisted if we were unable to meet any PCAOB inspection requirement in time.

Risks Relating to This Offering

In addition to the risks described above, we are subject to risks relating to the ADS and this offering, including, but not limited to, the following:

• There has been no public market for our shares or the ADSs prior to this offering, and you may not be able to resell the ADSs at or above the price you paid, or at all;

• The trading price of the ADSs may be volatile, which could result in substantial losses to you;

• 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; and

• As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.

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Recent Developments

The following sets forth certain selected unaudited financial data for the three months ended March 31, 2020 and 2021. We cannot assure you that our financial results for the three months ended March 31, 2021 will be indicative of our financial results for future interim periods or for the full year ending December 31, 2021. These selected unaudited financial data are not a comprehensive statement of our financial results for the three months ended March 31, 2020 or 2021, and should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with U.S. GAAP. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” included elsewhere in this prospectus for information regarding trends and other factors that may affect our results of operations.

	For the Three Months Ended March 31,
	2020			2021
	RMB			RMB			US$
	(in thousands)
Net revenues (including value-added taxes, “VAT”, of RMB203,308 and RMB470,195 for the three months ended March 31, 2020 and 2021, respectively)		438,569			867,154			132,897
Selected operating expenses:
Cost of revenues (including VAT net of refund of VAT, of RMB105,936 and RMB322,676 for the three months ended March 31, 2020 and 2021, respectively)		(189,697	)		(412,800	)		(63,264	)
Sales and marketing expenses		(82,265	)		(170,386	)		(26,113	)
General and administrative expenses		(171,189	)		(321,976	)		(49,345	)
Research and development expenses		(90,775	)		(138,047	)		(21,157	)
Net loss		(63,284	)		(196,956	)		(30,185	)

Revenues

We recorded net revenues of RMB438.6 million and RMB867.2 million (US$132.9 million) for the three months ended March 31, 2020 and 2021, respectively. RMB203.3 million and RMB470.2 million (US$72.1 million) of our revenues were attributable to VAT in the three months ended March 31, 2020 and 2021, respectively, which were primarily related to VAT charged for freight brokerage services.

Revenues from freight matching services increased by 129.7% from RMB302.7 million for the three months ended March 31, 2020 to RMB695.2 million (US$106.5 million) for the same period in 2021 due to increase in revenues from freight brokerage service and freight listing service as well as growth in transaction commissions since late 2020.

• Revenues from freight brokerage service increased by 135.9% from RMB189.2 million for the three months ended March 31, 2020 to RMB446.4 million (US$68.4 million) for the same period in 2021, primarily due to a significant increase in transaction activities involving our freight brokerage service, as China’s road transportation industry substantially recovered from the COVID-19 pandemic, partially offset by a decrease in our average fee rate to attract more shippers to use our service.

• Revenues from freight listing service increased by 43.9% from RMB113.5 million for the three months ended March 31, 2020 to RMB163.3 million (US$25.0 million) for the same period in 2021, primarily attributable to a significant increase in total paying members driven by increased shipper demand for our services.

• We started monetizing online transaction service by collecting commissions from truckers on certain shipping orders in August 2020. Transaction commission amounted to RMB85.5 million (US$13.1 million) for the three months ended March 31, 2021.

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Revenues from value-added services increased by 26.5% from RMB135.9 million for the three months ended March 31, 2020 to RMB172.0 million (US$26.4 million) for the same period in 2021, due to the increase in revenues from credit solutions and other value-added services.

Cost of revenues

Our cost of revenues increased by 117.6% from RMB189.7 million for the three months ended March 31, 2020 to RMB412.8 million (US$63.3 million) for same period in 2021, primarily due to an increase in VAT, related tax surcharges and other tax costs, net of tax refunds from government authorities. Our cost of revenues as a percentage of our net revenues increased from 43.3% to 47.6% during the same period.

For the three months ended March 31, 2020 and 2021, the gross amount of VAT was RMB258.2 million and RMB622.2 million (US$95.4 million), respectively, of which RMB244.0 million and RMB598.4 million (US$91.7 million) was related to freight brokerage service, and the amount of related tax surcharges and other tax costs was RMB46.2 million and RMB97.3 million (US$14.9 million), respectively, substantially all of which was related to freight brokerage service. For the same periods, the amount of tax refunds (including refunds on VAT and related tax surcharges) from government authorities was RMB160.3 million and RMB358.5 million (US$54.9 million), respectively, of which RMB152.2 million and RMB299.5 million (US$45.9 million) was refunds on VAT. Substantially all of the tax refunds were related to freight brokerage service.

Sales and marketing expenses

Our sales and marketing expenses increased by 107.0% from RMB82.3 million for the three months ended March 31, 2020 to RMB170.4 million (US$26.1 million) for the same period in 2021, and our sales and marketing expenses as a percentage of our net revenues increased from 18.8% to 19.6% during the same period. The increase was primarily due to (i) an increase in salary and benefits expenses by RMB31.9 million (US$4.9 million) driven by an increase in sales and marketing headcount and an increase in welfare contribution rate, (ii) an increase in advertising and marketing expenses by RMB17.3 million (US$2.6 million) as a result of new marketing initiatives, and (iii) recognition of share-based compensation expenses of RMB26.2 million (US$4.0 million).

General and administrative expenses

Our general and administrative expenses increased by 88.1% from RMB171.2 million for the three months ended March 31, 2020 to RMB322.0 million (US$49.3 million) for the same period in 2021, primarily due to an increase in share-based compensation expenses by RMB177.6 million (US$27.2 million). Our general and administrative expenses as a percentage of our net revenues decreased from 39.0% to 37.1% during the same period, primarily due to operating leverage on higher net revenues.

Research and development expenses

Our research and development expenses increased by 52.0% from RMB90.8 million for the three months ended March 31, 2020 to RMB138.0 million (US$21.1 million) for the same period in 2021, primarily due to (i) an increase in salary and benefits expenses by RMB27.5 million (US$4.2 million) driven by an increase in research and development headcount and an increase in welfare contribution rate, and (ii) recognition of share-based compensation expenses of RMB15.0 million (US$2.3 million). Our research and development expenses as a percentage of our net revenues decreased from 20.7% to 15.9% during the same period, primarily due to operating leverage on higher net revenues.

Net loss

We incurred a net loss of RMB197.0 million (US$30.2 million) for the three months ended March 31, 2021, as compared to a net loss of RMB63.3 million for the same period in 2020.

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Our net revenues for the three months ended March 31, 2021 increased on a sequential basis from those for the three months ended December 31, 2020, primarily attributable to an increase in revenue from transaction commission due to the expansion of such business since late 2020, partially offset by a decrease in revenues from freight brokerage service and credit solutions, as we experienced a decrease in transaction volume caused by the seasonal impact from the Chinese New Year holiday season. Our net loss decreased over the same period primarily due to a significant decrease in our share-based compensation expenses.

Non-GAAP Financial Measures

We recorded non-GAAP adjusted operating income of RMB110.7 million (US$17.0 million) for the three months ended March 31, 2021, as compared to non-GAAP adjusted operating loss of RMB30.0 million for same period in 2020. Our non-GAAP adjusted net income increased by 324.4% from RMB26.6 million for the three months ended March 31, 2020 to RMB112.9 million (US$17.3 million) for same period in 2021, driven by growth in net revenues.

The following table reconciles our non-GAAP adjusted operating (loss)/income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is loss from operations.

	For the Three Months Ended March 31,
	2020			2021
	RMB			RMB			US$
	(in thousands)
Loss from operations		(122,828	)		(201,894	)		(30,942	)
Add:
Share-based compensation expense		82,486			301,654			46,231
Amortization of intangible assets resulting from business acquisitions		10,333			10,983			1,683
Non-GAAP adjusted operating (loss)/income		(30,009	)		110,743			16,972

The following table reconciles our non-GAAP adjusted net income in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss.

	For the Three Months Ended March 31,
	2020			2021
	RMB			RMB			US$
	(in thousands)
Net loss		(63,284	)		(196,956	)		(30,185	)
Add:
Share-based compensation expense		82,486			301,654			46,231
Amortization of intangible assets resulting from business acquisitions		10,333			10,983			1,683
Tax effects of non-GAAP adjustments(1)		(2,583	)		(2,746	)		(421	)
Less:
Net income from discontinued operations, net of tax		341			—			—
Non-GAAP adjusted net income		26,611			112,935			17,308
(1)   Comprise tax effects relating to amortization of intangible assets resulting from business acquisitions.

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Key Operating Metrics

Set forth in the table below are our key operating metrics for the three months ended March 31, 2021, as compared with those for the three months ended March 31, 2020. Our average shipper MAUs, fulfilled orders and GTV increased significantly on a year-over-year basis due to increased demand for our services, as China’s road transportation industry substantially recovered from the COVID-19 pandemic, as well as continued expansion of our business. In March 2021, approximately 1.4 million shippers posted shipping orders on our platform, representing a year-over-year growth of 63.0% from March 2020.

	For the Three Months Ended March 31,
	2020		2021
Average shipper MAUs (in millions)		0.73		1.22
Fulfilled orders (in millions)		8.2		22.1
GTV (RMB in billions)		24.7		51.5

In August 2020, we began monetization of our 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 March 2021, we collected commissions on shipping orders with GTV of RMB793.8 million, representing 96.8% of the total GTV originating from these three cities on our platform. Commission charges were RMB5.4 million in March 2021. We started collecting commissions on shipping orders originating from certain other cities on a smaller scale in the fourth quarter of 2020 and the first quarter of 2021. In March 2021, we collected commissions in a total of 60 cities on shipping orders with GTV of RMB8.6 billion, representing 89.6% of the total GTV originating from these 60 cities and 36.3% of the total nationwide GTV facilitated through our platform in the same month. Our total commission charges from these 60 cities were RMB46.6 million in March 2021.

Our History and Corporate Structure

The operations of Yunmanman commenced in 2013. Prior to December 2017, the Yunmanman platform was operated by the subsidiaries and variable interest entities of Full Truck Logistics Information Co. Ltd, an exempted company incorporated under the laws of the Cayman Islands. The operations of Huochebang commenced in 2011. Prior to December 2017, the Huochebang platform was operated by the subsidiaries and variable interest entities of Truck Alliance Inc., an exempted company incorporated under the laws of the Cayman Islands.

In December 2017, Full Truck Logistics Information Co. Ltd and Truck Alliance Inc. merged into Full Truck Alliance Co. Ltd., an exempted company incorporated under the laws of the Cayman Islands.

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 Shanghai Xiwei Information Consulting Co., Ltd., or Shanghai Xiwei, Beijing Yunmanman Techonlogy Co., Ltd., or Beijing Yunmanman, and Guizhou FTA Logistics Technology Co., Ltd., or Guizhou FTA, which are our consolidated VIEs. Our consolidated VIEs and their subsidiaries hold certain licenses required to operate our business in China. We gained control over Shanghai Xiwei and Beijing Yunmanman through Jiangsu Manyun by entering into a series of contractual arrangements with Shanghai Xiwei, Beijing Yunmanman and their respective shareholders. In addition, we gained control over Guizhou FTA through Full Truck Alliance Information Consulting Co., Ltd., or FTA Information, by entering into a series of contractual arrangements with Guizhou FTA and its shareholders. For more details and risks related to our variable interest entity structure, please see “—Contractual Arrangements with the VIEs and their Shareholders” and “Risk Factors—Risks Relating to Our Corporate Structure.”

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The following diagram illustrates our corporate structure with our principal subsidiaries as of the date of this prospectus. Certain entities that are immaterial to our results of operations, business and financial condition are omitted. Except as otherwise specified, equity interests depicted in this diagram are held as to 100%.

(1) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 65% and 35% equity interest, respectively, in Beijing Yunmanman. Mr. Peter Hui Zhang is our founder, chairman of our board of directors and chief executive officer. Ms. Guizhen Ma is a director and a member of our management. Beijing Yunmanman is not currently engaged in any material business operation.

(2) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 60% and 40% equity interest, respectively, in Shanghai Xiwei. Shanghai Xiwei and its subsidiaries are primarily involved in operating our Yunmanman apps and providing freight matching services and value-added services.

(3) Includes one insignificant subsidiary that is wholly-owned by Shanghai Xiwei and two other insignificant subsidiaries, each with 51% equity interest held by Shanghai Xiwei.

(4) Includes five insignificant subsidiaries that are wholly-owned by Manyun Software and one other insignificant subsidiary with 70% equity interest held by Manyun Software.

(5) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 70% and 30% equity interest, respectively, in Guizhou FTA. Guizhou FTA and its subsidiaries are primarily involved in operating our Huochebang apps and providing freight matching services and value-added services. Previously, Guiyang Huochebang was a consolidated VIE of FTA Information. Guizhou FTA was a newly established entity. In March 2021, as directed by FTA Information, Guizhou FTA acquired 100% of equity interest in Guiyang Huochebang for a nominal price from the shareholders of Guiyang Huochebang pursuant to the contractual arrangements between FTA Information and the shareholders of Guiyang Huochebang, and FTA Information gained control over Guizhou FTA through contractual arrangements. Guiyang Huochebang continues to hold the licenses required to operate its business following such transactions.

(6) Includes 21 insignificant subsidiaries that are wholly-owned by Guiyang Huochebang.

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Our Corporate Information

Our principal executive offices are located at No. 123 Kaifa Avenue, Economic and Technical Development Zone, Guiyang, Guizhou 550009, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, People’s Republic of China. Our telephone numbers at these addresses are +86-851-8384-2056 and +86-25-6692-0156, respectively. Our registered office in the Cayman Islands is located at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices set forth above.

Our main websites are www.ymm56.com and www.huochebang.cn, and the information contained on these websites are not a part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Implications of Being an Emerging Growth Company

As a company with less than US$1.07 billion in revenue for the last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, related to the assessment of the effectiveness of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We will take advantage of the extended transition period. As a result of this election, our financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Implications of Being a Foreign Private Issuer and a Controlled Company

We are a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, we are permitted to follow the corporate governance practices of our home country, the Cayman Islands, in lieu of the corporate governance standards of NYSE applicable to U.S. domestic companies. For example, we are not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intend to continue to follow our home country’s corporate governance practices as long as we remain a foreign private issuer. As a result, you may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to NYSE corporate governance requirements. As a foreign private issuer, we are also subject to

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reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

Upon the completion of this offering, we will be a “controlled company” as defined under the rules of NYSE, because Mr. Peter Hui Zhang, our founder, chairman and chief executive officer, will be able to exercise     % of the aggregate voting power of our total issued and outstanding shares, assuming the underwriters do not exercise their option to purchase additional ADSs. Under the rules of NYSE, a “controlled company” may elect not to comply with certain corporate governance requirements. Currently, we do not plan to utilize the “controlled company” exemptions with respect to our corporate governance practice after we complete this offering.

Conventions That Apply to This Prospectus

Unless we indicate otherwise, references in this prospectus to:

• “active shippers” are to the aggregate number of registered shipper accounts on our platform that have posted at least one shipping order on our platform during a given period; some shippers may use more than one account, and/or may share the same account with other shippers;

• “ADSs” are to American depositary shares, each of which represents                      Class A ordinary shares;

• “CAGR” are to compound annual growth rate;

• “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this prospectus only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region;

• “fulfilled orders” on our platform in a given period are to all shipping orders matched through our platform during such period but exclude (i) shipping orders that are subsequently cancelled, and (ii) shipping orders for which our users failed to specify any freight prices as there are substantial uncertainties as to whether the shipping orders are fulfilled.

• “GTV” or “gross transaction value” of our platform in a given period are to the aggregate freight prices specified by our users for all fulfilled orders on our platform during the period without deducting any commission or service fee charged by us; we make downward adjustments to unreasonably high freight prices specified by users that are apparently due to clerical errors;

• “ordinary shares” are to our Class A ordinary shares, US$0.00001 par value per share, and Class B ordinary shares, US$0.00001 par value per share; each Class A ordinary share is entitled to one vote; each Class B ordinary share is entitled to 30 votes prior to the completion of this offering, and will be entitled to 30 votes upon the completion of this offering pursuant to our sixth amended and restated memorandum and articles of association, or post-listing memorandum and articles of association, which will become effective immediately prior to the completion of this offering;

• “quarterly fulfilled orders per average shipper MAU” are calculated by dividing (i) the number of fulfilled orders on our platform for a quarter, by (ii) the average shipper MAUs in such quarter;

• “RMB” or “Renminbi” are to the legal currency of China;

• “road transportation industry” or “road transportation market” are to the market of transportation services for raw material, semi-finished goods and finished goods by trucks on roads;

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• “shipper MAUs” are to the number of active shippers in a given month; “average shipper MAUs” in a given period are calculated by dividing (i) the sum of shipper MAUs for each month of such period, by (ii) the number of months in such period;

• “US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States;

• “VIE” are to variable interest entity; and

• “we,” “us,” “our company” and “our” are to Full Truck Alliance Co. Ltd. and its subsidiaries and consolidated VIEs and their respective subsidiaries, as the context requires.

Unless specifically indicated otherwise or unless the context otherwise requires, all information in this prospectus assumes that the underwriters will not exercise their option to purchase additional ADSs.

This prospectus contains translations between Renminbi and U.S. dollars for the convenience of the reader. The translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate of RMB6.5250 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2020. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On May 21, 2021, the noon buying rate for Renminbi was RMB6.4339 to US$1.00.

15

The Offering

Price per ADS We currently estimate that the initial public offering price will be between US$         and US$         per ADS.

ADSs Offered by Us                      ADSs

ADSs Outstanding Immediately After This Offering                      ADSs (or                  ADSs if the underwriters exercise in full the over-allotment option).

Ordinary Shares Outstanding Immediately After This Offering                      Class A ordinary shares and 3,068,619,066 Class B ordinary shares (or                  Class A ordinary shares and 3,068,619,066 Class B ordinary shares if the underwriters exercise in full the over-allotment option).

The ADSs Each ADS represents                  Class A ordinary shares.

The depositary will be the holder of the Class A ordinary shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time.

You may surrender your ADSs to the depositary to withdraw the Class A ordinary shares underlying your ADSs. The depositary will charge you a fee for such an exchange.

We and the depositary may amend or terminate the deposit agreement for any reason without your consent. Any amendment that imposes or increases fees or charges or which materially prejudices any substantial existing right you have as an ADS holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled “Description of American Depositary Shares.” We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.

Ordinary Shares Pursuant to our post-listing memorandum and articles of association, which will become effective immediately prior to the completion of this offering, our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares. In respect of all matters subject to a shareholder’s vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to 30 votes, voting together as one class. Each Class B ordinary share

16

will be convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares will not be convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. See “Description of Share Capital” for more information.

Over-Allotment Option We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate of                  additional ADSs at the initial public offering price, less underwriting discounts and commissions, solely for the purpose of covering over-allotments.

Use of Proceeds We estimate that we will receive net proceeds of approximately US$         million from this offering, or approximately US$         million if the underwriters exercise in full the over-allotment option, assuming an initial public offering price of US$          per ADS, the mid-point of the estimated range of the initial public offering price, after deducting underwriting discounts, commissions and estimated offering expenses payable by us.

We anticipate using the net proceeds of this offering as follows: (i) approximately             % for investment in infrastructure development and technology innovation, (ii) approximately             % for expansion of service offerings and (iii) the balance for general corporate purposes.

See “Use of Proceeds” for more information.

Lock-up [We, our officers and directors and our existing shareholders] have agreed with the underwriters not to sell, transfer or dispose of any ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus, subject to certain exceptions. See “Shares Eligible for Future Sale” and “Underwriting.”

Risk Factors See “Risk Factors” and other information included in this prospectus for a discussion of the risks relating to investing in the ADSs. You should carefully consider these risks before deciding to invest in the ADSs.

[Directed ADS Program] [At our request, the underwriters have reserved up to     % of the ADSs being offered by this prospectus for sale at the initial public offering price to our directors, officers, employees and other individuals associated with us and members of their families. The sales will be made by                 , an underwriter of this offering, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved ADSs, but any purchases they do make will reduce the number of ADSs

17

available to the general public. Any reserved ADSs not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs. Certain participants may be subject to the lock-up agreements as described in “Underwriting—Directed Share Program” elsewhere in this prospectus.]

Listing We will apply to list the ADSs on the NYSE. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system.

NYSE Trading Symbol YMM

Payment and settlement The underwriters expect to deliver the ADSs against payment on             , 2021, through the facilities of the Depositary Trust Company, or DTC.

Depositary Deutsche Bank Trust Company Americas

The total number of ordinary shares that will be outstanding immediately after this offering will be                  Class A ordinary shares and 3,068,619,066 Class B ordinary shares, which is based upon (i) 1,734,204,381 Class A and 963,610,653 Class B ordinary shares outstanding prior to this offering; (ii) the re-classification of 800,000,000 Class A ordinary shares held by Full Load Logistics Information Co., Ltd, or Full Load Logistics, and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the automatic conversion of the remaining outstanding preferred shares into                 Class A ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and (v)                  Class A ordinary shares issued in connection with this offering (assuming the underwriters do not exercise their option to purchase additional ADSs), but exclude:

• 104,463,233 Class A ordinary shares issuable to Sinopec Capital Co., Ltd., or Sinopec, or convertible from the Series A-16 preferred shares issuable to Sinopec, as the case may be, pursuant to a warrant we issued on April 15, 2021; see “Description of Share Capital—History of Securities Issuances—Warrant” for more information;

• 209,203,916 Class A ordinary shares issuable upon the exercise of 209,203,916 outstanding options under the share incentive plan we adopted in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan; and

• 231,712,193 Class A ordinary shares reserved for future issuance under the 2018 Plan and 466,685,092 ordinary shares initially reserved for future issuance under the 2021 equity incentive plan we adopted in April 2021, or the 2021 Plan.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary consolidated statement of operations and comprehensive loss data and summary consolidated statement of cash flows data for the years ended December 31, 2019 and 2020 and summary consolidated balance sheet data as of December 31, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.

Our consolidated financial statements are prepared and presented in accordance with the generally accepted accounting principles in the United States, or the U.S. GAAP. Our historical results are not necessarily indicative of results to be expected for any future period. The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, our consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” both of which are included elsewhere in this prospectus.

The following table presents our summary consolidated statements of operations and comprehensive loss data for the periods indicated.

	For the Years Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands, except share and per share data)
Summary Consolidated Statements of Operations and Comprehensive Loss:
Net revenues (including value-added taxes, “VAT”, of RMB1,359,320 and RMB1,434,015 for the years ended December 31, 2019 and 2020, respectively)		2,473,061			2,580,820			395,528
Operating expenses:
Cost of revenues (including VAT net of refund of VAT, of RMB953,200 and RMB893,909 for the years ended December 31, 2019 and 2020, respectively)(1)		(1,389,864	)		(1,316,017	)		(201,688	)
Sales and marketing expenses(1)		(403,117	)		(454,343	)		(69,631	)
General and administrative expenses(1)		(1,189,423	)		(3,938,565	)		(603,611	)
Research and development expenses(1)		(396,692	)		(413,369	)		(63,352	)
Provision for loans receivables		(127,790	)		(94,160	)		(14,431	)
Total operating expenses		(3,506,886	)		(6,216,454	)		(952,713	)
Other operating income		13,223			21,031			3,223
Loss from operations		(1,020,602	)		(3,614,603	)		(553,962	)
Other (expense) income
Interest income		229,310			209,832			32,158
Interest expenses		(39,996	)		(8,367	)		(1,282	)
Foreign exchange loss		(4,410	)		(21,276	)		(3,261	)
Investment income		—			3,321			509
Unrealized gains from fair value changes of trading securities and derivative assets		—			18,140			2,780
Other expenses, net		(8,585	)		(5,559	)		(852	)
Impairment loss		(710,331	)		(22,030	)		(3,376	)
Share of loss in equity method investees		(1,729	)		(11,054	)		(1,694	)
Total other (loss) income		(535,741	)		163,007			24,982
Net loss before income tax		(1,556,343	)		(3,451,596	)		(528,980	)
Income tax benefit (expense)		14,676			(19,336	)		(2,963	)

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	For the Years Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands, except share and per share data)
Net loss from continuing operations		(1,541,667	)		(3,470,932	)		(531,943	)
Net income from discontinued operations, net of tax		18,010			452			69
Net loss		(1,523,657	)		(3,470,480	)		(531,874	)
Less: net loss attributable to non-controlling interests		(7	)		(8	)		(1	)
Net loss attributable to Full Truck Alliance Co. Ltd.		(1,523,650	)		(3,470,472	)		(531,873	)
Deemed dividend		—			(120,086	)		(18,404	)
Net loss attributable to ordinary shareholders		(1,523,650	)		(3,590,558	)		(550,277	)
Net loss earning per ordinary share:
Continuing operations		(0.47	)		(1.05	)		(0.16	)
Discontinued operations		0.01			0.00			0.00
Basic and diluted—ordinary shares		(0.46	)		(1.05	)		(0.16	)
Weighted average shares used in calculating net loss per ordinary share:
Basic		3,299,723,079			3,423,687,654			3,423,687,654
Diluted		3,299,723,079			3,423,687,654			3,423,687,654
Net loss		(1,523,657	)		(3,470,480	)		(531,874	)
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of nil		89,399			(498,157	)		(76,346	)
Total comprehensive loss		(1,434,258	)		(3,968,637	)		(608,220	)
Less: comprehensive loss attributable to non-controlling interests		(7	)		(8	)		(1	)
Comprehensive loss attributable to Full Truck Alliance Co. Ltd.		(1,434,251	)		(3,968,629	)		(608,219	)
Deemed dividend		—			(120,086	)		(18,404	)
Comprehensive loss attributable to ordinary shareholders		(1,434,251	)		(4,088,715	)		(626,623	)

(1) Share-based compensation expenses were allocated as follows:

	For the Year Ended December 31,
	2019		2020
	RMB		RMB		US$
	(in thousands)
General and administrative expenses		455,634		3,341,145		512,053
Sales and marketing expenses		—		94,640		14,504
Research and development expenses		—		42,680		6,541
Cost of revenues		—		7,842		1,202
Total		455,634		3,486,307		534,300

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The following table presents our summary consolidated balance sheets data as of the dates indicated.

	As of December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Summary Consolidated Balance Sheet Data:
Cash and cash equivalents		3,983,721			10,060,391			1,541,822
Total current assets		12,501,355			20,683,351			3,169,861
Total non-current assets		4,457,048			4,450,005			681,994
Total assets		16,958,403			25,133,356			3,851,855
Total current liabilities		2,281,372			1,962,347			300,743
Total non-current liabilities		123,333			118,783			18,204
Total liabilities		2,404,705			2,081,130			318,947
Mezzanine equity (convertible redeemable preferred shares)		21,644,964			31,535,947			4,833,095
Total shareholders’ deficit		(7,091,696	)		(8,484,143	)		(1,300,252	)
Total liabilities, mezzanine equity and shareholders’ deficit		16,958,403			25,133,356			3,851,855

The following table presents our summary consolidated cash flow data for the periods indicated.

	For the Year Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Summary Consolidated Cash Flow Data:
Net cash (used in) provided by operating activities		(923,965	)		574,742			88,084
Net cash used in investing activities		(3,391,199	)		(2,690,895	)		(412,399	)
Net cash provided by financing activities		1,693,225			8,324,448			1,275,777
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		19,884			(127,770	)		(19,581	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(2,602,055	)		6,080,525			931,881
Cash and cash equivalents and restricted cash, beginning of the year		6,681,698			4,079,643			625,233
Cash and cash equivalents and restricted cash, end of the year		4,079,643			10,160,168			1,557,114
Total cash, cash equivalents and restricted cash		4,079,643			10,160,168			1,557,114

Non-GAAP Financial Measures

In evaluating our business, we consider and use non-GAAP adjusted operating income/(loss) and non-GAAP adjusted net income/(loss), each a non-GAAP financial measure, as supplemental measures to review and assess our operating performance. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define non-GAAP adjusted operating income/(loss) as loss from operations excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares from certain employees in excess of fair value and (iii) amortization of intangible assets resulting from business acquisitions. We define non-GAAP adjusted net income/(loss) as net loss excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares from certain employees in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions, (iv) impairment loss related to a one-time write-off of loans in connection with our investment in Guangzhou Zhihong Logistics Co., Ltd. in 2019, (v) tax effects of non-GAAP adjustments and (vi) net income from discontinued operations, net of tax.

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With respect to amortization of intangible assets resulting from business acquisitions, the relevant intangible assets were recorded as part of purchase accounting and contribute to revenue generation of our company. Amortization of intangible assets resulting from business acquisitions will recur in future periods until such intangible assets have been fully amortized.

We present non-GAAP financial measures because they are used by our management to evaluate our operating performance and formulate business plans. Our non-GAAP financial measures enable our management to assess our operating results without considering the impact of share-based compensation expense and amortization of intangible assets resulting from business acquisitions, which are non-cash charges, compensation expense resulting from repurchase of ordinary shares in excess of fair value, which is a non-recurring charge, impairment loss related to a one-time write-off, which is a non-cash and non-recurring charge and net income from discontinued operations, net of tax, which is non-recurring. We also believe that the use of non-GAAP measures facilitate investors’ assessment of our operating performance.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as an analytical tool. Our non-GAAP financial measures do not reflect all items of expense that affect our operations. Share-based compensation expense has been and may continue to be incurred in our business and is not reflected in the presentation of our non-GAAP financial measures.

We reconcile the non-GAAP financial measures to the nearest U.S. GAAP performance measures. Non-GAAP adjusted operating income/(loss) and non-GAAP adjusted net income/(loss) should not be considered in isolation or construed as an alternative to operating income/(loss) and net income/(loss) or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review our non-GAAP financial measures to the most directly comparable GAAP measures. Our non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

The following table reconciles our non-GAAP adjusted operating income/(loss) in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is loss from operations.

	For the Year Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Loss from operations		(1,020,602	)		(3,614,603	)		(553,962	)
Add:
Share-based compensation expense		455,634			3,486,307			534,300
Compensation expense resulting from repurchase of ordinary shares in excess of fair value		251,891			234,113			35,879
Amortization of intangible assets resulting from business acquisitions		41,333			42,200			6,467
Non-GAAP adjusted operating income/(loss)		(271,744	)		148,017			22,684

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The following table reconciles our non-GAAP adjusted net income/(loss) in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss.

	For the Year Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Net loss		(1,523,657	)		(3,470,480	)		(531,874	)
Add:
Share-based compensation expense		455,634			3,486,307			534,300
Compensation expense resulting from repurchase of ordinary shares in excess of fair value		251,891			234,113			35,879
Amortization of intangible assets resulting from business acquisitions		41,333			42,200			6,467
Impairment loss related to a one-time write-off		710,331			—			—
Tax effects of non-GAAP adjustments(1)		(10,333	)		(10,550	)		(1,617	)
Less:
Net income from discontinued operations, net of tax		18,010			452			69
Non-GAAP adjusted net income/(loss)		(92,811	)		281,138			43,086

(1) Comprise tax effects relating to amortization of intangible assets resulting from business acquisitions.

Key Operating Metrics

We regularly review the following key operating metrics to evaluate our business, measure our performance, identify trends, formulate financial projections and make strategic decisions.

	For the Three Months Ended
	March 31, 2019			June 30, 2019			September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31,  2021(2)
Average shipper MAUs (in millions)		0.41			0.56			0.72		0.88		0.73		1.09		1.22		1.31		1.22
Fulfilled orders (in millions)		N/A	(1)		N/A	(1)		10.0		11.5		8.2		19.2		19.8		24.6		22.1
GTV (RMB in billions)		N/A	(1)		N/A	(1)		27.7		33.3		24.7		46.9		45.2		56.9		51.5

(1) GTV and number of fulfilled orders were not systematically collected from truckers and shippers prior to the third quarter of 2019 as we did not request truckers or shippers to provide such information. Therefore, GTV and fulfilled orders in the first and second quarter of 2019 are unavailable to us.

(2) Due to the Chinese New Year holiday season, we experienced a decrease in transaction activities on our platform in the first quarter of 2021, compared to the fourth quarter of 2020.

For definitions of our key operating metrics, see “Prospectus Summary—Conventions That Apply to This Prospectus.”

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The transaction volume on our platform is typically lower during the first quarter of each year due to the Chinese New Year holiday season. The COVID-19 outbreak, together with the seasonality of our business, resulted in major declines in shipper demand and transaction activities on our platform in the first quarter of 2020, compared to the fourth quarter of 2019. See “Risk Factors—Risks Relating to Our Business and Industry—The COVID-19 outbreak has adversely affected, and may continue to adversely affect our results of operations” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of COVID-19.”

Despite the impact of the COVID-19 pandemic, our platform quickly recovered in the second quarter of 2020. GTV increased from RMB27.7 billion for the third quarter of 2019 to RMB45.2 billion for the third quarter of 2020; average shipper MAUs increased from 0.7 million for the third quarter of 2019 to 1.2 million for the third quarter of 2020.

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RISK FACTORS

An investment in the ADSs involves significant risks. You should carefully consider all the information in this prospectus, including the risks and uncertainties described below, before making an investment in the ADSs. Any of the following risks could have a material adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends. In any such case, the market price of the ADSs could decline, and you may lose all or part of your investment. In particular, as we are a China-based company incorporated in the Cayman Islands, you should pay special attention to the subsection headed “Risks Relating to Doing Business in China” below.

Risks Relating to Our Business and Industry

Our historical financial and operating performance may not be indicative of our future prospects and results of operations due to the limited operating history of some of our business lines, evolving business model and changing market.

We started our business in 2011 by providing freight listing service through QQ and WeChat groups. Today, we are the world’s largest digital freight platform, according to the CIC Report, and we facilitated GTV of RMB173.8 billion (US$26.6 billion) in 2020 and RMB 51.5 billion (US$7.9 billion) in the first quarter of 2021. We have limited experience in certain key aspects of our business operations, such as freight matching and pricing, offering value-added services, as well as developing and maintaining long-term relationships with a wide range of ecosystem participants. In addition, as we only have a limited track record as a combined company after the completion of the merger between Yunmanman and Huochebang, it is difficult to predict our future revenues and appropriately budget for our costs and expenses, and the evaluation of our business and prediction about our future performance may not be as accurate as they would be if we had a longer operating history. In the event that actual results differ from the investors’ expectations, the market price of our ADSs could decline.

As our business develops or in response to competition, we may continue to introduce new services, make adjustments to our existing services, our business model or our operations in general. For example, we began to monetize our online transaction service by collecting commissions from truckers for matching shipping orders originating from certain cities in China in August 2020. We cannot assure you that this new business model will be successful or generate results that meet our expectations, or at all. Any significant change to our business model or failure to achieve the intended business results may have a material and adverse impact on our business and results of operations. We also face challenges to successfully develop new platform features and expand our service offerings to enhance the experience of shippers and truckers. Therefore, it may be difficult to effectively assess our future prospects. Furthermore, the road transportation market in China is undergoing constant change. The laws and regulations governing the road transportation market in China are also subject to further changes and interpretation. As the market, the regulatory environment or other conditions evolve, our existing solutions and services may not continue to deliver the expected business results.

You should consider our business and prospects in light of the risks and challenges we encounter or may encounter given the limited operating history of some of our business lines, as well as our evolving business model and changes in the market in which we operate. These risks and challenges include our ability to, among other things:

• continue to maintain, protect and strengthen our brands;

• 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;

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• effectively match truckers with shipments and optimize the related pricing models;

• capture monetization opportunities on our platform;

• comply with complex and evolving laws and regulations;

• improve our operational efficiency;

• attract, retain and motivate talented employees, particularly sales and marketing and research and development personnel to support our business growth;

• navigate economic conditions and fluctuations;

• implement our business strategies, including the offering of new services; and

• defend ourselves against legal and regulatory actions.

Our operations have grown substantially since inception. We may not be able to effectively manage our growth, control our expenses or implement our business strategies.

Our operations have grown substantially since inception, which placed significant strain on our management and resources. There can be no assurance that our level of revenue growth will be sustainable or achieved at all in the future. We believe that our growth and expansion will depend on our ability to attract and retain shippers and truckers on our platform, to increase engagement and transaction activities of users on our platform, monetize our services, and leverage our scale of business to manage operating costs and expenses. There can be no assurance that we will achieve any of the above.

To manage our growth and expansion, we anticipate that we will need to implement a variety of new and upgraded operational systems, procedures and controls, including improving our technology infrastructure as well as internal management systems. Expanding into new businesses and developing and adopting new technologies will require us to incur additional labor-related costs, such as compensation, benefit costs and office rental expenses. We will also need to further expand, train, manage and motivate our workforce and manage our relationships with ecosystem participants. All of these endeavors involve risks and will require substantial management efforts and skills and significant additional expenditures. Our further expansion may divert our management, operational or technological resources from our existing business operations. In addition, our expansion may require us to adjust our existing offerings or enter into new market segments, and we may have difficulty in satisfying market demands and regulatory requirements. We cannot assure you that we will be able to successfully maintain our growth rate or implement our future business strategies effectively, and failure to do so may materially and adversely affect our business, financial condition, results of operations and future prospects.

Our business may be affected by fluctuations in China’s road transportation market.

We are sensitive to changes in overall economic conditions that impact cargo volumes and truck capacity. China’s road transportation market historically has experienced cyclical fluctuations due to economic slowdowns, downturns in business cycles of shippers, volatility in energy price, pandemic and other economic factors beyond our control. Deterioration in the economic environment subjects our business to various risks, including the following that may have a material and adverse impact on our operating results and cause us not to achieve growth or profitability:

• a reduction in overall cargo volumes reduces our revenue and opportunities for growth; in addition, a decline in the volume of cargo shipped due to a downturn in shippers’ business cycles or other factors generally results in decreases in order pricing, as truckers compete for shipping orders to maintain truck productivity, which will affect our monetization opportunities;

• a number of truckers may go out of business and we may be unable to have sufficient truckers to meet shippers’ demand when the market recovers; and

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• we may not be able to appropriately adjust our expenses to changing platform activities. In order to maintain high variability in our business model, it is necessary to adjust staffing levels to changing platform activities. In periods of rapid change, it is more difficult to match our staffing levels to our business needs. In addition, we have other expenses that are fixed for a period of time, and we may not be able to adequately adjust them in a period of rapid change in platform activities.

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, our platform will become less appealing to shippers and truckers, and our financial results would be adversely impacted.

Our success significantly depends on our ability to maintain and increase the scale of our network by attracting additional shippers and truckers to our platform in a cost-effective manner. If shippers choose not to use our platform, we may lack sufficient opportunities for truckers to find shipments, which may reduce the perceived utility of our platform. Similarly, if truckers choose not to offer their services through our platform, or elect to offer them through other freight matching channels, we may lack a sufficient supply of truckers to attract shippers to our platform. An insufficient supply of shippers and truckers would adversely affect our revenue and financial results. Although we may benefit from having larger network of shippers and truckers than our competitors, the network effects of our platform may not result in sufficient competitive advantages or may be overcome by our competitors. Maintaining a balance between shipper demand and trucker supply for any given route at any given time and our ability to execute operationally may be more important to service quality than the absolute size of the network. If our service quality diminishes or our competitors’ services achieve greater market adoption, our competitors may be able to grow at a quicker rate than we do and may diminish our network effects. Additionally, if we fail to cater to the needs and preferences of shippers and truckers, control our costs in doing so or fail to deliver superior user experience, we may not be able to attract additional shippers and truckers in a cost-effective manner, and our business, financial condition and results of operations may be materially and adversely affected.

Transaction activities on our platform may decline materially or fluctuate as a result of many factors, including, among other things, dissatisfaction with the operation of our platform, the price of shipping orders, dissatisfaction with the quality of service provided by the truckers on our platform, quality of platform user support, negative publicity related to our brands, including as a result of safety incidents, or dissatisfaction with our services and offerings in general. If we fail to provide high-quality support, or introduce new or upgraded service offerings, or features that truckers, shippers, as well as ecosystem participants recognize as valuable or if we cannot otherwise attract and retain a large number of shippers and truckers, our GTV and revenue would decline, and our business would suffer. In addition, new features and functions on our platform that may be received positively by one category of users may be viewed as negative to another category of users. For example, some truckers may be dissatisfied with the “tap and go” feature, which allows a shipper to post shipping order with a fixed price and is intended to replace price negotiation and streamline the transaction process between shippers and truckers, because such feature may result in lower prices for certain transactions. Furthermore, although we aim to increase truckers’ truck utilization, earnings potential, as well as profitability through smarter and more efficient freight matching, some truckers may view the increased efficiency in overall freight price discovery and negotiation on our platform as a negative to their gross earnings. Dissatisfied truckers may lodge complaints with regulators, which, regardless of their veracity, may result in possibly heightened attention from regulators, the public and the media. In addition, as our platform continues to grow, we may introduce additional new features and functions, including pricing mechanisms to automate and minimize negotiations and improve the overall transaction efficiency on our platform. We are committed to protecting interests of all of our platform users and adjusting features and functions on our platform based on user feedback. However, we cannot assure you that we will not experience user dissatisfaction or receive negative reactions from our users. Any complaints and negative comments resulting from user dissatisfaction or negative reactions may cause government inquiries or substantial harm to our brand, reputation and operations.

Shippers and truckers on our platform may engage in unethical or fraudulent behaviors that harm the interests of their counterparties. For example, shippers may misrepresent cargo information or refuse to pay shipping fees to

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truckers; and truckers may raise shipping fees after picking up cargos. We have implemented rules that are designed to protect the interests of shippers and truckers on our platform and promote honest dealings, but there can be no assurance as to the effectiveness of such rules. Shippers and truckers may feel dissatisfied towards our platform due to the unethical behaviors of other ecosystem participants. Any decline in the number of shippers or truckers using our platform or their activity level on our platform would reduce the value of our network and would harm our future operating results.

We may not succeed in continuing to maintain, protect and strengthen our brands, and any negative publicity about us, our business, our management, our ecosystem participants or the road transportation market in general, may materially and adversely affect our reputation, business, results of operations and growth.

Enhancing the recognition and reputation of our brands is critical to our business and competitiveness. Factors that are vital to this objective include but are not limited to our ability to:

• maintain the quality and reliability of services offered on our platform;

• maintain and develop relationships with, shippers, truckers, and other ecosystem participants;

• provide prospective and existing shippers and truckers with superior experiences;

• effectively manage and resolve user complaints; and

• effectively protect personal information and privacy of, and any sensitive data received from shippers and truckers.

Any malicious or inadvertent negative allegations made by the media or other parties about the foregoing or other aspects of our company, including but not limited to our management, business, regulatory compliance, financial condition or prospects, whether with merit or not, could severely hurt our reputation and harm our business and results of operations.

As the road transportation market in China is under constant development and the regulatory framework for this market is subject to changes and developments, negative publicity about this industry may arise from time to time. Negative publicity about the road transportation market in general may also have a negative impact on our reputation, regardless of whether we have engaged in any inappropriate activities. Any actual or perceived failure of other digital freight platforms to detect or prevent illegal activities or provide high-quality services could compromise our image, undermine the trust and credibility we have established and have a negative impact on our ability to attract new shippers, truckers and other ecosystem participants. Negative developments in the road transportation market, such as fraudulent or illegal behavior by industry participants, may also lead to tightened regulatory scrutiny of the sector and limit the scope of permissible business activities that may be conducted by us. If any of the foregoing takes place, our business and results of operations could be materially and adversely affected.

We collaborate with various road transportation industry participants in providing our solutions and services. Such participants include financial institutions, insurance companies, gas station operators and other business partners. Negative publicity about such counterparties, including any failure by them to adequately protect the information of shippers and truckers, to comply with applicable laws and regulations or to otherwise meet required quality and service standards could harm our reputation.

If our solutions and services do not achieve and maintain sufficient market acceptance or provide the expected benefits to ecosystem participants, our financial condition, results of operations and competitive position will be materially and adversely affected.

We have incurred and will continue to incur expenses to develop, adjust and market existing or new solutions and services for shippers and truckers. For example, we plan to have dedicated teams to design and

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develop user experiences and operations for less-than-truckload, or LTL, and intra-city services respectively, to better serve the unique user needs of these verticals. Adjusted or new solutions and services must achieve high levels of market acceptance in order for us to recoup our investment in developing, acquiring and bringing them to market.

Our existing or new solutions and services and changes to our 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 our solutions and/or services, fees charged for our solutions and/or services, or any changes we make;

• our failure to properly price new solutions and services;

• negative publicity about our solutions and services or our platform’s performance or effectiveness;

• our failure to satisfy the expectations of the quality or reliability of our solutions and/or services;

• views taken by regulatory authorities that the new 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 LTL and intra-city segments.

If our existing solutions and services do not maintain market acceptance, or our new solutions and services do not achieve adequate acceptance in the market or provide the expected benefits to ecosystem participants, the level of user engagement and transaction activities on our platform may decrease and our market share and profitability may be negatively affected, which could materially and adversely affect our business, financial condition, results of operations and prospects, as well as our reputation and brands. In addition, we may incur higher cost and expenses as a result of adjusted or new solutions and services. New solutions and services may also subject us to additional regulatory or licensing requirements. Failure by us to comply with any such new regulatory or licensing requirements could materially and adversely affect our business and results of operations.

If our users, other ecosystem participants or their employees engage in, or are subject to, criminal, violent, fraudulent, inappropriate or dangerous activities, our reputation, business, financial condition, and operating results may be adversely impacted.

We are not able to control or predict the actions of shippers, truckers and other ecosystem participants, either during their use of our platform or otherwise, and we may be unable to protect or provide a safe environment for ecosystem participants and other third parties as a result of certain actions by shippers, truckers and other ecosystem participants. Such actions may result in accidents, injuries, loss of cargo, truck damage, leakage of sensitive personal information, business interruption, or damages to our financial condition, brands and reputation. Our users may also suffer damages due to false or misleading information posted on our platform. Although we administer certain qualification measures for shippers and truckers, including requiring identity information from shippers and truckers in the user registration process, these qualification measures may not provide us with all potentially relevant information. Furthermore, if we fail to duly verify the requisite qualifications or licenses of shippers, truckers or other ecosystem participants, we may be subject to fines, penalties or other regulatory actions. In addition, as an online platform, we do not inspect the cargos that truckers carry, and such cargos may contain unsafe, prohibited or restricted items. We also do not independently test truckers’ driving skills. Consequently, we expect to continue to receive complaints from shippers, and we may become subject to actual or threatened legal action related to trucker conduct.

Due to the large number of transactions on our platform, we may not be able to identify every incident of inappropriate, illegal or fraudulent activities involving our platform, or prevent all such activities from occurring.

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For example, if truckers engage in criminal activities, fraud or misconduct, such as speeding, drowsy driving and other traffic violations, operating beyond licensed scope, or use our platform as a conduit for criminal or fraudulent activities, shippers may not consider our service offerings safe, and we may receive negative press coverage or regulatory inquiries as a result of our business relationships with such truckers, which would adversely impact our brands, reputation, and business. On the other hand, if shippers engage in criminal or fraudulent activities or misconduct while using our platform, truckers may be unwilling to continue using our platform. We cannot assure you our safety measures against potential criminal activities and safety incidents will be effective. If any of these happens, our ability to attract platform users may be harmed, and our business and financial results could be adversely affected. In such event, claims may also be brought against us for civil or criminal liabilities. In response to allegations of illegal, fraudulent or inappropriate activities conducted through our platform, relevant governmental authorities may also intervene and hold us liable for non-compliance with applicable laws and regulations and subject us to penalties. Defending or attending to such actions could be costly and require significant time and attention of our management and other resources, which would materially and adversely affect our business.

Public reporting or disclosure of safety incidents reportedly occurring on or related to our platform, whether generated by us or third parties such as media or regulators, may adversely impact our business and financial results. Further, we may be subject to claims of significant liability based on traffic accidents, deaths, injuries, or other incidents that are caused by truckers or shippers while using our platform, or even when shippers or truckers are not actively using our platform. In addition, regulators may decide to hold us liable for incidents caused by shippers or truckers, despite our status as a platform that facilitates transactions between shippers and truckers. Even if these claims or regulatory proceedings do not result in liability or penalties on us, we could incur significant costs in investigating and defending against them or suffer significant reputational damage, which could have a material and adverse effect on our prospects and future growth, including our ability to attract and retain shippers and truckers.

If we fail to effectively match truckers with shipments and optimize our pricing models, our business, financial condition and results of operations could be adversely affected.

We offer shippers and truckers a digital freight platform that matches them efficiently. Our ability to attract shippers and truckers to use, and build trust in, our platform is significantly dependent on our ability to match suitable shipping orders to reliable truckers. In order to recommend or present suitable shipping orders to truckers, our matching algorithms compare the labels of cargos with those of the trucker and predict the probability for the trucker to accept each shipping order. If the quantity or quality of data available to us for analysis is unsatisfactory, or if our matching algorithms have deficiencies, our matching may not be effective, resulting in low fulfillment rate on our platform, which in turn would materially and adversely affect our business, financial condition, results of operations and prospects.

In addition, we apply freight pricing models in our “tap and go” feature for shippers and, in certain circumstances, commission-charging for online transaction service. Our system generates a recommended price based on the prices of historical comparable shipping orders for shippers to determine the actual price for their shipping orders. In addition, in certain circumstances, such as when the order prices are not available to us, our 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. If our freight pricing models are flawed or ineffective or the data we accumulate are incorrect or incomplete, our price recommendation or estimate could be adversely affected. Shippers may not use our “tap and go” feature if our price recommendation fails to serve as a meaningful reference. With respect to our 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. As a result of such flawed pricing, our business, brands, reputation, results of operations and financial condition may be materially and adversely affected.

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We cannot guarantee that our monetization strategies or our business initiatives will be successfully implemented or generate sustainable revenues and profit.

We are at an early stage of monetizing our platform services and our monetization model is evolving. Historically, our revenue from our digital freight platform primarily consisted of membership fees from shippers and service fees from shippers for freight brokerage service, and we also generate revenue from various value-added services. We cannot assure you that we can successfully implement our existing business model to generate sustainable revenue. In addition, we started to monetize our online transaction service in August 2020. Currently, for shipping orders originating from certain cities in China, we collect commissions from truckers for shipping transactions matched through our online transaction service. We cannot assure you that we will be able to successfully monetize our online transaction service or generate results that meet our expectations, or at all. If our existing business model fails to maintain market acceptance or we fail to develop or implement new monetization strategies, we may not be able to maintain or increase our revenue or effectively manage any associated costs. In addition, we are exploring and will continue to explore new business initiatives that we believe are important to our long-term success and future growth, but they may have the effect of increasing our costs, reducing our revenue and lowering our margins and profit, and this effect may be significant in the short term and potentially over longer periods.

Furthermore, we may introduce new products and services or increase investments in products and services for which we have limited scale or operating experience. For example, we plan to have dedicated teams to design and develop user experiences and operations for LTL and intra-city services, to better serve the unique user needs of these verticals. Our services in these segments may be less profitable than other services. If these new products or services fail to meet our expectations or are unable to attract or engage shippers and truckers or other ecosystem participants, as the case may be, we may fail to diversify our revenue streams or generate sufficient revenues to justify our investments and costs, and our business and operating results may suffer as a result.

We have incurred, and in the future may continue to incur, net losses.

We have incurred significant losses in the past. We incurred net loss of RMB1,523.7 million and RMB3,470.5 million (US$531.9 million) in 2019 and 2020, respectively. We will need to generate and sustain increased revenue levels and effectively manage expenses in future periods to achieve profitability, and even if we do, we may not be able to maintain or increase profitability. We focus on the long-term success and future growth. We have in the past and will continue to invest in efforts to serve more shippers and truckers, enhance their user experience, and expand the capabilities and scope of our platform. We believe these efforts are important to our long-term success and future growth, but they may have the effect of increasing our costs, reducing our revenue and increasing our net losses, and this effect may be significant in the short term and potentially in the long term. These efforts may also prove more expensive than we anticipate, and we may not succeed in increasing our revenue sufficiently to offset these expenses. For example, we aim to aggressively expand our market share in LTL and intra-city verticals, and we may incur substantial costs in connection with such efforts. In addition, as part of our future growth strategy, we may decide to lower our service fee for freight brokerage service to serve more shippers and drive their engagement, which would result in lower revenue from freight brokerage service in the near term. Furthermore, many of our efforts to generate revenue are new and unproven, and any failure to adequately increase revenue or contain the related costs could prevent us from attaining or increasing profitability. Our strategic investments, such as our investment in Plus, and acquisitions may also adversely affect our results of operations. Plus is a developer of automated driving systems for trucks, and it has incurred significant losses and may not become profitable in the near future or at all. See “Business—Plus” for more information. As such, we may not be able to achieve, maintain or increase profitability in the future.

We face risks associated with the cargo transported using our freight brokerage service and vicarious liability for vehicles registered with us.

We handle a large volume of cargos through our freight brokerage service, and face challenges with respect to the safety of these cargos. Cargos may be stolen, damaged or lost for various reasons, and we may be perceived or

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found liable for such incidents. Although we only assume liability for cargo damages up to RMB20,000 per shipment, we may need to expend resources on responding to and defending against claims arising out of these incidents. Furthermore, there can be no assurance that we will be able to limit our liability to RMB20,000 per shipment in every instance. In addition, we do not inspect cargos for unsafe, prohibited or restricted items. Unsafe items, such as flammables and explosives, toxic or corrosive items and radioactive materials, may damage other cargos, injure recipients and harm truckers, damage properties or cause serious accidents. Furthermore, if truckers on our platform transport and deliver prohibited or restricted items, we may be subject to administrative or criminal penalties, and if any personal injury or property damage takes place, we may be subject to civil liabilities.

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. Although we have ceased offering financial leases and stopped registering new vehicles, our transportation companies may continue to face vicarious liability for traffic accidents, deaths, injuries, cargo damage or other incidents that are caused by vehicles registered with us. Our auto insurance and general liability insurance policies may not cover all potential claims to which we are exposed, and may not be adequate to indemnify us for all potential liabilities. These incidents may also subject us to negative publicity, which could adversely affect our business, operating results, and future prospects.

The COVID-19 outbreak has adversely affected, and may continue to adversely affect our results of operations.

In an effort to halt the COVID-19 outbreak, the PRC government placed significant restrictions on travel within China and closed certain businesses, and governments outside of China have halted or sharply curtailed the movement of people, goods and services to and from China since late January 2020. Moreover, the COVID-19 outbreak has become a global pandemic and affected regions outside of China, such as Europe and North America. While we have resumed normal business operations, we experienced certain disruptions in our operations as a result of the government imposed suspensions due to the COVID-19 outbreak in China. A substantial number of our offices were closed for certain periods in February and March of 2020. In addition, the COVID-19 outbreak materially and adversely affected shippers’ operations, resulting in major declines in shipper demand and transaction activities on our platform. We also temporarily experienced significant declines in trucker supply due to quarantines and travel restrictions imposed on truckers, as well as certain temporary highway closures in China. Our average monthly GTV was RMB6.4 billion in January and February 2020, declining by 42.2% compared to average monthly GTV in the fourth quarter of 2019.

Concerns about the COVID-19 outbreak and its potential impact on the Chinese and global economy have created uncertainty about the overall demand for road transportation solutions, which could have negative implications for road transportation market. While we continue to assess the impact from the COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position and cash flows due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, additional actions that may be taken by governmental authorities, as well as the further impact on the business of shippers, truckers and other ecosystem participants.

If we fail to keep up with the technological developments and implementation of advanced technologies, our business, results of operations and prospects may be materially and adversely affected.

We apply technologies to serve our ecosystem participants more efficiently and bring them better user experience. Our success will in part depend on our ability to keep up with the changes in technologies and the continued successful implementation of advanced technology, including AI and data analytics. If we fail to adapt our platform and services to changes in technological developments in an effective and timely manner, our business operations may suffer. Changes in technologies may require substantial expenditures in research and development as well as in modification of our services, which may be disruptive to our business and can be time-consuming and expensive, and may increase management responsibilities and divert management attention.

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Hurdles in implementing technological advances may result in our services becoming less attractive to ecosystem participants, which, in turn, may materially and adversely affect our business, results of operations and prospects.

We are subject to the evolving laws and regulations governing the road transportation and internet service industries in the PRC. Heightened regulatory scrutiny may lead to frequent regulatory communications, inquiries or investigations that could materially and adversely affect our business model, results of operations and prospects.

Our business is subject to a variety of laws and regulations in the PRC governing the rapidly evolving road transportation and internet service industries. The application and interpretation as to certain of these laws and regulations are currently ambiguous and evolving, and may be interpreted and administered inconsistently between the different government authorities and local bureaus.

As of date of this prospectus, we have not been subject to any material fines or other penalties due to any material violations of applicable PRC laws or regulations. However, if the PRC government continues to tighten its regulatory framework for the road transportation and internet service industries in the future, and subject industry participants such as our company to new or specific requirements, such as licensing requirements, or require us to adjust our existing business practices, our business, financial condition and prospects would be materially and adversely affected. Recently, we, together with other industry players, were requested to attend certain regulatory guidance meetings and subsequently, furnish materials concerning our business practices in user (particularly trucker) protection, pricing, competition and other aspects to the relevant regulators for their review. Going forward, we may continue to be required to attend similar meetings or become subject to regulatory inquiries or investigations with PRC regulators. There is no guarantee that such regulatory communications would not result in substantial penalties or orders that require us to adjust our existing business practices in ways that may materially and adversely affect our growth and results of operations. Compliance with existing and future rules, laws and regulations can be costly and if our practices are deemed to violate any existing or future rules, laws and regulations, we may face injunctions, including orders to cease non-compliant activities, and may be exposed to other penalties as determined by the relevant government authorities as well. We may also suffer reputational damages, if we or our business partners are deemed to violate any existing or future rules, laws and regulations.

Under PRC laws and regulations, internet content providers and internet publishers are prohibited from posting or displaying over the internet or wireless networks content that, among other things, violates the principle of the PRC constitution, laws and regulations, impairs the national dignity of China or the public interest, or is obscene, superstitious, fraudulent or defamatory. If any of the content posted or displayed on our platform is deemed by the PRC government or any international regulatory authority to violate any content restrictions, we could become subject to penalties, including confiscation of income, fines, suspension of business and revocation of required licenses, which could materially and adversely affect our business, financial condition and results of operations.

We may from time to time develop new solutions and services, which may also subject us or our business partners to additional regulatory or licensing requirements. Failure by us or our business partners to comply with any such new regulatory or licensing requirements could materially and adversely affect our business and results of operations.

Regulatory uncertainties relating to, or failure to comply with, anti-monopoly and competition laws could adversely affect our business, financial condition, or operating results.

The PRC anti-monopoly enforcement agencies have in recent years strengthened enforcement under the PRC Anti-monopoly Law, including levying significant fines, with respect to concentration of undertakings and cartel activity, mergers and acquisitions, as well as abusive behavior by companies with market dominance. In

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March 2018, the State Administration for Market Regulation, or SAMR, was formed as a new governmental agency to take over, among other things, the anti-monopoly enforcement functions from the relevant departments under the Ministry of Commerce, or the MOFCOM, the National Development and Reform Commission, or the NDRC and the State Administration for Industry and Commerce, or the SAIC, respectively. The SAMR issued a new set of guidelines with respect to merger control review in September 2018, and issued the Notice on Anti-monopoly Enforcement Authorization on December 28, 2018, which grants authorizations to the SAMR’s provincial branches to enforce anti-monopoly laws within their respective jurisdictions. The SAMR has imposed several administrative penalties on various companies for failing to duly make filings as to their transactions subject to merger control review by the SAMR. The scope of the companies that were penalized is broad, and covers a variety of different industries.

Significant regulatory uncertainty existed as to whether prior filing of notification of concentration is required for business concentration involving variable interest entities prior to 2020. In November 2020, the Anti-monopoly Bureau of SAMR released the draft Guidelines on Anti-monopoly Issues in Platform Economy, or the Platform Economy Anti-monopoly Guidelines, for public comment and in February 2021, adopted the Platform Economy Anti-monopoly Guidelines, which for the first time specified that, any concentration made between the variable interest entities shall be regulated by the Anti-monopoly Law. In addition, the Platform Economy Anti-monopoly Guidelines set out detailed standards and rules in respect of the definition of relevant markets, typical types of cartel activities and abusive behaviors by online platform operators with market dominance, which provide further guidelines for enforcement of anti-monopoly laws against online platform operators. For instance, online platform operators that use technological advantages, such as data and algorithms, to eliminate or restrict competition or impose price restrictions or exclusivity requirements on users may be deemed to be abusing dominant market position. Prior to the effectiveness of the Platform Economy Anti-monopoly Guidelines, the SAMR has already fined certain companies that acquired businesses using variable interest entities without obtaining merger control approval or without prior filing of notification of concentration, indicating its increased scrutiny over historical cases of concentration of undertakings involving companies using variable interest entities and heightened enforcement efforts over past failure to file prior notification of concentration of undertakings for such transactions. Since 2020, the SAMR has fined companies that acquired or merged with or cooperated with onshore or offshore entities, including those operated through variable interest entities for failure to file prior notification before conducting the mergers or cooperation transactions. Although we do not believe we were legally required to make a merger control review filing or obtain merger control approval in relation to the historical merger between Yunmanman and Huochebang in 2017, there can be no assurance that regulators will agree with us, particularly, in light of the enforcement actions since 2020. In addition, as there were few cases where companies using variable interest entities were investigated for failure to make filings in connection with concentration of undertakings prior to 2020, we did not file prior notification of concentration of undertakings for our historical business alliance or joint-investment transactions with our business partners. There can also be no assurance that regulators will not initiate anti-monopoly enquiry or investigation into, or take enforcement actions against, the historical merger between Yunmanman and Huochebang and/or our historical business alliance or joint-investment transactions in the future or require us to submit filings in relation to such historical transactions. We may be subject to penalty in connection with any such enquiry or investigation, if we are determined by the SAMR to have failed to make the requisite filings, including fines up to RMB500,000 per case, and in extreme cases where any such transaction is determined by the SAMR to have constituted concentration of undertakings under the applicable PRC anti-monopoly law, we may be ordered to terminate the contemplated concentration, to dispose of our equity or asset within a prescribed period, or to transfer our business within a prescribed time or to take any other necessary measures to return to the pre-concentration status. We may also be subject to claims from our competitors or users, which could adversely affect our business and operations. Furthermore, any new requirements or restrictions, or proposed requirements or restrictions, could result in adverse publicity or fines against us.

In addition, 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 us from future acquisitions, divestitures, or combinations we plan to make, impose fines or penalties, require divestiture of certain of our assets, or impose other restrictions that limit or require us to modify our operations,

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including limitations on our contractual relationships with shippers and truckers or restrictions on our pricing or revenue models, which could materially and adversely affect our business, financial condition, results of operations and future prospects. Furthermore, as we continue to navigate the evolving legislative environment and varied local implementation practices of anti-monopoly and competition laws and regulations in the PRC, we have attended and may continue to be required to attend administrative guidance meetings or other communications with regulators from time to time. We may continue to receive greater scrutiny and attention from regulators and more frequent and stringent investigation or review by regulators, which will increase our compliance costs, and it could be time-consuming to comply with the relevant regulations described above to complete future transactions and carry out our business operations. 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 our business operations, which could affect our ability to expand our business, maintain our market share or otherwise achieve the goals of our acquisition strategy, divert significant management time and attention and our financial resources, bring negative publicity, subject us to liabilities or administrative penalties, and/or materially and adversely affect our financial conditions, operations and business prospects.

We may not be able to compete effectively, which could materially and adversely affect our business, financial condition, results of operations and prospects, as well as our reputation and brands.

The road transportation market is intensely competitive and characterized by fragmentation and shifting user preferences. We face competition from regional players in local markets and players that focus on certain segments of the road transportation market. We also compete with other companies for value-added services that cater to various essential needs of shippers and truckers. Players that focus on certain segments of the road transportation market may enter into new segments in which we operate and compete with us. Furthermore, large technology companies that have strong brand recognition, substantial financial resources and sophisticated technology capabilities may develop their own digital freight platforms in the future.

Our competitors may operate different business models, have different cost structures or participate selectively in different industry segments. They may ultimately prove to be more successful or more adaptable to customer demand and new regulatory, technological and other developments. Some of our current and potential competitors may have significantly more financial, technological, marketing and other resources than we do and may be able to devote greater resources to the development, promotion and support of their platforms and service offerings. Our competitors may also have longer operating history and greater brand recognition than us. Additionally, a current or potential competitor may acquire, or form a strategic alliance with, one or more of our other competitors. Our competitors may be better at developing new solutions and services, offering more attractive fees, responding more quickly to new technologies and undertaking more extensive and effective marketing campaigns. More players may enter the road transportation market and intensify the market competition. In response to competition, we may have to lower and/or adjust the various fees that we charge to shippers and truckers or increase our operating expenses and capital expenditures to attract more shippers and truckers, which could materially and adversely affect our business, margins and results of operations. If we are not able to compete effectively, our ability to attract and retain shippers, truckers and other ecosystem participants may be adversely affected, the level of transaction activities and user engagement on our platform may decrease and our market share may be negatively affected, which could materially and adversely affect our business, financial condition, results of operations and prospects, as well as our reputation and brands.

The profitability of our freight brokerage service has been and is expected to continue to be reliant upon, among others, government subsidies provided by local financial bureaus. If we cannot continue to receive such subsidies, our freight brokerage service and its contribution to our financial performance may be materially and adversely affected.

We pay a significant amount of VAT to local tax authorities in connection with our freight brokerage service. As an online freight broker, we enter into contracts with shippers to sell shipping service and platform service and also enter into contracts with truckers to purchase shipping service pursuant to relevant PRC regulations. The difference between the amount we collect from shippers and the amount we pay to truckers represents our platform

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service fee and our net revenue. We assume the legal obligation to pay VAT assessed on the entire selling price of the shipping service and platform service pursuant to our contracts with shippers and truckers. The gross amount of VAT related to freight brokerage services that we were obliged to pay exceeded our net revenues from such services in 2019 and 2020 and the first quarter of 2021, and we expect such situation to continue. Nevertheless, we were able to generate gross profit from our freight brokerage service in 2019 and 2020 and the first quarter of 2021 because we received partial VAT refunds in the form of government subsidies from local financial bureaus. Our VAT obligations net of the VAT refunds were recorded in our cost of revenues for freight brokerage service. We take into consideration the VAT obligation we assume under our contracts with shippers and truckers, the estimated amount of government subsidies that we expect to receive from local financial bureaus, as well as other relevant factors when setting the rate of our platform service fee. As such, the profitability of our freight brokerage service significantly depends upon the amount of government subsidies provided by local financial bureaus, which are not guaranteed, as well as our pricing strategy and other factors. Whether we can obtain such government subsidies in a particular province in the PRC is subject to the policy of the local financial bureau and the negotiation between such local financial bureau and us. While we are currently entitled to government subsidies based on a percentage of VAT we pay to local tax authorities in most of the provinces where we provide freight brokerage service, we cannot assure you that we will be able to continue to receive such government subsidies on similar terms, or at all. In the event that the government subsidies are reduced or canceled, we may have to adjust the rate of our platform service fee, which could make our freight brokerage service less attractive to shippers and truckers and our business could be materially and adversely affected. We cannot assure you that we will always be able to pass on any increased VAT costs due to reduction or elimination of related government subsidies through adjustment of the rate of our platform service fee either, in which case, we may incur gross loss for our freight brokerage service and our results of operations and financial condition could be materially and adversely affected.

If we fail to obtain or maintain licenses, permits or approvals applicable to our business, we may become subject to significant penalties and other regulatory proceedings or actions.

The road transportation business in China is highly regulated by the PRC government. See also “Regulation—Regulations Related to Road Transportations.” In addition, in connection with the online operations of our platform, we are also required to obtain value-added telecommunications service licenses, in order to provide relevant value-added telecommunication services. We have obtained value-added telecommunications service licenses for the operations of our mobile apps and websites.

To enhance the experience of shippers, truckers and other ecosystem participants, we offer various auxiliary functions, content and value-added services through our platform. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practices by relevant government authorities, we may be required to obtain additional licenses, permits, filings or approvals for these functions, content and services. For example, it remains unclear whether the in-app message and voice call functions on our mobile apps would require a separate value-added telecommunications service authorization in relation to “instant interactive services” under the applicable PRC laws and regulations. Although we do not believe that a separate authorization is required because our mobile apps are not primarily communication software and such in-app message and voice call functions are only auxiliary functions to our main services. However, we cannot assure you that the relevant PRC government authorities would agree with our interpretation. If we were required to obtain additional authorization, we may not be able to do so in a timely manner, if at all.

Moreover, we cannot assure you that we 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 our websites, mobile applications, legal representatives, business scopes or professional staff) filed with regulators in time. Under applicable PRC laws, rules and regulations, any failure to obtain, maintain and/or renew the licenses and permits, or any failure to update information filed with regulators in time, in each case required to conduct our business may subject us to various penalties, including confiscation of revenues, imposition of fines, and restrictions on or termination of the business operation subject to such license or permit requirement. Any such disruption in the business operations of our PRC subsidiaries, consolidated VIEs or consolidated affiliated entities could materially and adversely affect our business, financial condition and results of operations.

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Furthermore, if we enter into new service categories or business lines, adopt new business models, or any of our current services are determined to be subject to new licensing requirements in the future, especially due to the evolving application or interpretation of relevant laws and regulations, we may be required to obtain licenses or permits that we do not currently have or to amend the licenses or permits we currently have. We will strive to obtain and amend the relevant licenses and permits but we cannot assure you that we will be able to obtain or amend such licenses and permits in a timely manner, or at all.

Regulatory uncertainties relating to online lending industry in China could harm our business, financial condition and results of operations.

The online lending industry in China is subject to evolving regulation. We cannot assure you that our existing or future credit solutions provided as part of our value-added services that cater to various essential needs of shippers and truckers would not be deemed by regulators to be in violation of any laws, regulations and rules in the future. In addition, new laws and regulations relating to online lending industry may be adopted, and existing laws and regulations may be interpreted in ways that are inconsistent with our existing or future business practices, which, along with any possible changes needed to fully comply with any existing or new regulations, could require us to modify our business or operations. Compliance with such laws or regulations could force us to incur increased operating expenses, or modify our business models, which may have a material and adverse impact on our business, financial condition and results of operations.

The State Council promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules in 2017. According to the Financing Guarantee Rules, the establishment of financing guarantee companies shall be subject to the approval by the competent government authority, and unless otherwise stipulated, no entity may operate financing guarantee business without such approval. If any entity violates these regulations and operates financing guarantee business without approval, the entity may be subject to penalties including ban or suspension of business, fines of RMB500,000 to RMB1,000,000, confiscation of illegal gains if any, and if the violation constitutes a criminal offense, criminal liability shall be imposed in accordance with the applicable law.

We currently facilitate loans funded by third-party financial institutions that we collaborate with, and we guarantee such loans through our VIEs and consolidated affiliated entities. In some instances, guarantees have been provided by certain of our VIEs and consolidated affiliated entities that do not have the required license to operate financial guarantee business, and one of our consolidated affiliated entities provided guarantees during a period in which its license for financial guarantee business had expired. We have subsequently renewed such license. If such practices were found by the regulatory authorities to be in violation of the applicable regulations, we would be subject to penalties, such as confiscation of illegal gains and fines, which could have a material and adverse impact on impact on our business, financial condition and results of operations. Furthermore, there can be no assurance that we will be able renew our licenses for financial guarantee business when such licenses expire in the future.

In November 2020, the CBIRC and PBOC published the draft Interim Measures for Online Small Loan Business, or the Draft Online Small Loan Measures, for public comments. The Draft Online Small Loan Measures provide, among others, that an online small loan company must obtain the CBIRC’s approval before carrying out online small loan business across different provinces. Under the Draft Online Small Loan Measures, existing online small loan companies with businesses across provinces in China will have a three-year transition period to obtain the required approval and adjust their businesses as necessary to be in compliance with these measures. We have utilized our small loan company to fund a portion of the cash loans to shippers and truckers. The Draft Online Small Loan Measures, if enacted in substantially the form published for public comment, will, among other things, require our small loan company to obtain the CBIRC’s approval to be able to continue to operate our cash loan business across different provinces after the three-year transition period. We cannot assure you that we will be able to obtain the CBIRC’s approval in a timely manner, or at all. In addition, we also utilize the trusts established by us to fund cash loans to shippers and truckers. There can be no assurance that such funding arrangement will not be subject to regulatory restrictions in the future. As of December 31, 2020, the total outstanding balance of the on-balance sheet loans, consisting of the total principal amounts and all accrued

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and unpaid interests (net of provisions) of the loans funded through our small loan company and the trusts established by us, was RMB1,314.0 million (US$201.4 million).

Furthermore, relevant regulatory and judicial authorities may change the private lending rate of interest that can be charged by non-financial institutions from time to time. On August 20, 2020, China’s Supreme People’s Court, or the SPC, announced its decision to lower the cap for such private lending rate in a revised judicial interpretation. Under the revised judicial interpretation, such total annual percentage rates (inclusive of any default rate, default penalty and any other fee) exceeding four times that of China’s benchmark one-year loan prime rate, or LPR, as published on the 20th of each month will not be legally protected. Based on the LPR of 3.85% as published on January 20, 2021, such cap would be 15.4%. According to a guidance letter issued by the SPC on December 29, 2020, clarifying the applicability of its revised judicial interpretation, the cap for private lending rate does not apply to small loan companies, financial guarantee companies, financial leasing companies, commercial factoring companies and certain other local financial organizations under the supervision of local financial regulatory authorities. However, uncertainties still exist with respect to the interpretation and implementation of existing and future laws and regulations governing small loan companies. If the regulatory requirements for our licensed small loan company, financial guarantee companies or commercial factoring company are strengthened by any newly adopted, or by the application of any existing, laws, regulations or rulings, our licensed small loan company, financial guarantee companies or commercial factoring company may need to change their business models, which may have a material and adverse effect on our business, financial condition, results of operation and prospects.

We rely on commercial banks and third-party online payment service providers for payment processing services for certain of our services. If these payment services are restricted or curtailed in any way or become unavailable or unavailable on reasonable terms to us for any reason, our business may be materially and adversely affected.

We are not licensed to process payments and rely on commercial banks and third-party online payment service providers for payment processing services for certain of our services involving payments. If the quality, utility, convenience or attractiveness of these payment processing services declines, or we have to change our business arrangements with them for using these payment services for any reason, the attractiveness of our platform could be materially and adversely affected.

Our third-party online payment service providers and our relationship with them are subject to a number of risks that could materially and adversely affect their ability to provide payment processing and escrow services to us, including:

• dissatisfaction with these online payment services or decreased use of their services by shippers, truckers and other ecosystem participants;

• increasing competition, including from other established Chinese internet companies, payment service providers and companies engaged in other financial technology services;

• changes to rules or practices applicable to payment systems that third-party online payment service providers reply on;

• breach of users’ personal information and concerns over the use and security of information collected from users;

• service outages, system failures or failures to effectively scale the system to handle large and growing transaction volumes;

• increasing costs to third-party online payment service providers, including fees charged by commercial banks processing transactions through online payment channels, which could in turn be passed on to us and increase our costs of revenues; and

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• failure to manage funds accurately or loss of funds, whether due to employee fraud, security breaches, technical errors or otherwise.

If any of the foregoing takes place, our third-party online payment service providers’ services may be restricted or curtailed or become unavailable or unavailable on reasonable terms to us, and our business and results of operations could be materially and adversely affected.

In addition, the commercial banks and third-party online payment service providers that we work with are subject to the supervision of the People’s Bank of China, or the PBOC. The PBOC may publish rules, guidelines and interpretations from time to time regulating the operation of financial institutions and payment service providers that may in turn affect the business arrangements between such entities and us. For example, in November 2017, the PBOC published a notice, or the PBOC Notice, on the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. The PBOC Notice intended to prevent unlicensed entities from using licensed payment service providers as a conduit for conducting the unlicensed payment settlement services, so as to safeguard the fund security and information security. As the laws and regulations in this area are still evolving and subject to interpretation, we cannot assure you that the PBOC or other governmental authorities will not scrutinize our business arrangements with commercial banks and third-party online payment service providers. For instance, the business arrangements between us and one of our payment settlement banks may be deemed to involve unlicensed payment settlement services due to technical issues associated with such bank’s settlement procedures. We are committed to adjusting our business arrangements in accordance with applicable laws and regulations. However, if our business arrangements were found by the regulatory authorities to be noncompliant, or if required by the PBOC or any new laws, rules or regulations, our payment service providers may decide to, among other things, suspend their services or be forced to adjust their business arrangements with us. As a result, we may incur additional expenses to find alternative payment service providers or adjust our business practices or invest considerable resources in complying with the requirements. Furthermore, if the PBOC or other governmental authorities deem our business arrangements with payment service providers to be noncompliant, we may be subject to regulatory action, investigations, fines and penalties, which could materially and adversely affect our business, results of operations and reputation.

If we fail to effectively manage the credit risks related to our credit solutions provided to truckers and shippers on our platform, our business may be adversely affected.

We provide various credit solutions to shippers and truckers to meeting their financial needs. We have primarily used our own capital to fund cash credit solutions for shippers and truckers. We also facilitate loans funded by third-party financial institutions, and we guarantee such loans. We believe our credit solutions create value for our ecosystem participants and enhance user engagement and transaction activities on our platform. As of December 31, 2020, the total outstanding balance of the on-balance sheet loans, consisting of the total principal amounts and all accrued and unpaid interests (net of provisions) of the loans funded through our small loan company and the trusts established by us, was RMB1,314.0 million (US$201.4 million), and the total non-performing loan ratio for these loans was 1.41%. Our non-performing loan ratio is calculated by dividing the outstanding principal and all accrued and unpaid interests of the 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 loans (excluding loans that are over 180 days past due and are therefore charged off) as of a specified date.

As we continue to grow our business, we may increase the amount of credit we offer and we are exploring freight fee receivable loans for truckers to improve their cash flows. There can be no assurance that we will be able to obtain adequate funding for our credit solutions. Furthermore, while we have implemented a risk management system, we cannot assure you as to the effectiveness of such system. If we fail to effectively manage the credit risks related to our credit solutions, our business, results of operations and financial condition would be materially and adversely affected.

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In addition, our failure to collect payments on the loans funded or guaranteed by us may have a material adverse effect on our business operations and financial positions. Moreover, the current regulatory regime for debt collection in the PRC remains unclear. We aim to ensure collection efforts carried out by us and our third-party service providers comply with the relevant laws and regulations in the PRC, and we have employed contractual measures to further ensure third-party service providers’ compliance with the law. However, we only exercise limited control over third-party service providers, and if our collection methods are viewed by the borrowers or regulatory authorities as harassments, threats or other illegal means, we may be subject to risks relating to third-party debt collection services providers, including lawsuits initiated by the borrowers or prohibition from using certain collection methods by the regulatory authorities.

Employee misconduct may expose us to vicarious liabilities, reputational harm and/or economic damages.

Many of our employees play critical roles in ensuring the safety and reliability of our services or our compliance with relevant laws and regulations. Certain of our employees have access to sensitive information, proprietary technologies and know-hows. While we have adopted codes of conduct for all of our employees and implemented detailed policies and procedures relating to data privacy, intellectual property, anti-corruption, proprietary information and trade secrets, we cannot assure you that our employees will abide by these codes, policies and procedures or that the precautions we take to detect and prevent employee misconduct will be effective. For example, prior to the merger of Yunmanman and Huochebang, a then employee of Huochebang was found guilty by a court for stealing user data from Huochebang’s database. There were other instances of employee misconducts in the past, but there were no legal liabilities for our company or our employees. Although such incidents did not have a material impact on our business, we cannot assure you that employee misconduct will not materially and adversely affect our business, results of operations and financial condition in the future. If any of our employees engage in any misconduct, illegal or suspicious activities, including but not limited to, misappropriation or leakage of sensitive user information or proprietary information, we and such employees could be subject to legal claims and liabilities and our reputation and business could be materially and adversely affected as a result. In addition, while we have screening procedures during the recruitment process, we cannot assure you that we will be able to uncover misconduct of job applicants that occurred before we offered them employment, or that we will not be affected by legal proceedings against our existing or former employees as a result of their actual or alleged misconduct.

Our business generates, collects, stores and processes a large amount of data, which include sensitive personal information. The improper collection, use or disclosure of such data by us or our employees could materially and adversely affect our reputation, business, results of operations and financial condition.

We face risks inherent in handling and protecting a large amount of data that our business generates and processes from the significant number of transactions our platform facilitates, and such data include sensitive personal information. In particular, we face a number of challenges relating to data from transactions and other activities on our platform, including:

• protecting the data in and hosted on our system, including against attacks on our system by external parties or misbehavior by our employees;

• addressing concerns related to privacy, security and other factors; and

• complying with applicable laws, rules and regulations relating to the collection, storage, use, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to such data.

In particular, if we fail to secure our users’ identity and protect their identity-specific data, such as their addresses and contact information, our users may be vulnerable to harassments, and their assets may also be put at risk due to data leakages. As a result, we may be held liable for these incidents, and our users may feel insecure and cease to use our services. In addition, any system or technological failure or compromise of our

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technology system that results in unauthorized access to or release of any personal data of our users or proprietary information of our business operations could significantly harm our reputation and/or result in litigation, regulatory investigations and penalties against us.

We are subject to various data privacy and protections laws and regulations in China, including without limitation, the PRC Cybersecurity Law. Under the Cyber Security Law of China, the owners and administrators of networks and network service providers have various personal information security protection obligations, including restrictions on the collection and use of personal information of users, and they are required to take steps to prevent personal data from being divulged, stolen, or tampered with. See “Regulation—Regulations Related to Internet Security and Privacy Protection” for details. Moreover, different regulatory bodies in China, including the Ministry of Industry and Information Technology, or the MIIT, the Cyberspace Administration of China, or CAC, the Ministry of Public Security and the SAMR, have enforced data privacy and protections laws and regulations with various standards and applications. These various standards in enforcing data privacy and protection laws may create difficulties in ensuring full compliance and increase our operating cost, as we need to spend time and resources to deal with various inspections for compliance.

While we have adopted a rigorous and comprehensive policy for the collection, processing, storage and other aspects of data use and privacy and taken necessary measures to comply with all applicable data privacy and protection laws and regulations, we cannot guarantee the effectiveness of these policies and measures undertaken by us, or business partners on our platform. In the past, we received notices from regulatory authorities that identified certain compliance defects in our data privacy and protections practices, requiring us to rectify our data privacy measures, without imposing any penalty on us. We have adopted several remedial measures in response to such notices and submitted our rectification reports to the relevant governmental authorities. Despite the absence of any material cybersecurity breach and our continuous efforts to comply with our internal policies as well as applicable laws and regulations, any failure or perceived failure to comply with all applicable data privacy and protection laws and regulations, any failure or perceived failure of our business partners to do so, or any failure or perceived failure of our employees to comply with our internal control measures, may result in negative publicity and legal proceedings or regulatory actions against us, and could result in fines, revocation of licenses, suspension of business operations or other penalties or liabilities, which may in turn damage our reputation, discourage current and potential shippers and truckers from using our services, and subject us to fines and damages, which could have a material adverse effect on our business and results of operations.

Furthermore, the PRC regulatory and enforcement regime with regard to data security and data protection is still evolving. PRC regulators have been increasingly focused on regulation in the areas of data security and data protection. For example, in October 2020, the Standing Committee of the National People’s Congress of China released a draft personal information protection law, or the Draft PI Protection Law, for public comment. The Draft PI Protection Law provides for various requirements on personal information protection, including legal bases for data collection and processing, requirements on data localization and cross-border data transfer, requirements for consent and requirements on processing of sensitive personal information. As the Draft PI Protection Law remain subject to change, we may be required to make further adjustments to our business practices to comply with the enacted form of the law. Furthermore, we cannot assure you that relevant regulators will not interpret or implement the laws or regulations in ways that negatively affect us. In addition, it is possible that we may become subject to additional or new laws and regulations in this regard, which may result in additional expenses to us and subject us to potential liability and risk of negative publicity. We expect that data security and protection will continue to receive significant public attention and scrutiny from regulators going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to penalties, fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

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Any significant disruption in our mobile apps and information technology systems, including events beyond our control, could prevent us from offering our solutions and services or reduce their attractiveness.

In the event of a system outage, malfunction or data loss, our ability to provide services would be materially and adversely affected. The satisfactory performance, reliability and availability of our technology, mobile apps and information technology systems and our underlying network infrastructure are critical to our operations, user service, reputation and our ability to attract new and retain existing shippers, truckers and other ecosystem participants. Our information technology infrastructure is currently deployed and our data is currently maintained on customized cloud computing services. Our servers are housed at two third-party data centers, and our operations depend on the service providers’ ability to protect our systems in their facilities as well as their own systems against damage or interruption from natural disasters, power or telecommunications failures, air quality issues, environmental conditions, computer malware, viruses, spamming, phishing attacks or other attempts to harm our systems, criminal acts and similar events, many of which may be beyond our control. Our mobile apps are provided through third-party app stores and any disruptions to the services of these app stores may negatively affect the delivery of our mobile apps to users. Moreover, if our arrangement with these service providers are terminated or if there is a lapse of service or damage to their facilities or if the services are no longer cost-effective to us, we could experience interruptions in our solutions and service as well as delays and additional expense in arranging new solutions and services for shippers, truckers and other ecosystem participants.

Any interruptions or delays in our service, whether as a result of third-party error, our error, natural disasters or security breaches, whether accidental or willful, could harm our relationships with shippers, truckers and other ecosystem participants and our reputation. We may not have sufficient capacity to recover all data and services lost in a timely manner in the event of an outage. These factors could prevent us from matching shippers with truckers or engaging in other business operations, damage our brands and reputation, divert our employees’ attention, reduce our revenue, subject us to liability and cause shippers, truckers and other ecosystem participants to abandon our solutions and services, any of which could adversely affect our business, financial condition and results of operations.

Information technology is a critical aspect in the efficient operation of our business, failure to maintain or improve our information technology infrastructure could harm our business and prospects.

The efficient and reliable operation of our business depends on our information technology systems. We are continuously upgrading our platform to provide increased scale, improved performance, additional capacity and additional built-in functionality, including functionality related to security. Adopting new services and maintaining and upgrading our information technology infrastructure require significant investment of time and resources. Any failure to maintain and improve our information technology infrastructure could result in unanticipated system disruptions, slower response times, impaired user experience, delays in reporting accurate operating and financial information and failures in risk management. The risks of these events occurring are even higher during certain periods of peak usage and activity when cargo volume is higher on our platform. In addition, much of the software and interfaces we use are internally developed and proprietary technology. If we experience problems with the functionality and effectiveness of our software, interfaces or platform, such as undetected errors or defects, or are unable to maintain and continuously improve our information technology infrastructure to handle our business needs, our business, financial condition, results of operations and prospects, as well as our reputation and brand, could be materially and adversely affected.

Furthermore, our information technology infrastructure and services, including our service offerings, incorporate third-party-developed software, systems and technologies, as well as hardware purchased or commissioned from external suppliers. As our information technology infrastructure and services expand and become increasingly complex, we face increasingly serious risks to the performance and security of our information technology infrastructure and services that may be caused by these third-party-developed components, including risks relating to incompatibilities among these components, service failures or delays or back-end procedures on hardware and software. We also need to continuously enhance our existing technology.

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Otherwise, we face the risk of our information technology infrastructure becoming unstable and susceptible to security breaches. This instability or susceptibility could create serious challenges to the security and uninterrupted operation of our platform and services, which would materially and adversely affect our business and reputation.

We face risk in collecting our accounts receivable.

We grant credit terms to certain of our ecosystem participants for services rendered to them. For example, we promote ETC cards for highway authorities through our mobile apps and offline marketing and grant credit terms for service fees charged to highway authorities. We may not be able to collect our accounts receivable if the operation and liquidity condition of these ecosystem participants change, or if they dispute the services we provided. As of December 31, 2020, the balance of our accounts receivable was RMB34.7 million (US$5.3 million). If we fail to collect all or part of such accounts receivable in a timely manner, or at all, our financial condition may be materially and adversely affected.

Any failure by us or our business partners to comply with applicable anti-money laundering laws and regulations could damage our reputation.

We and our business partners and third-party payment service providers are subject to anti-money laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that respect by the PBOC. If any of our third-party service providers fail to comply with applicable anti-money laundering laws and regulations, our reputation could suffer and we could become subject to regulatory intervention, which could have a material adverse effect on our business, financial condition and results of operations. Any negative perception of the industries relevant to our business, such as any failure of online transaction platform to detect or prevent money laundering activities, even if factually incorrect or based on isolated incidents, could compromise our image or undermine the trust and credibility we have established.

We have granted and expect to continue to grant share-based awards in the future under our share incentive plans, which may result in increased share-based compensation expenses.

We adopted a share incentive plan in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan, to provide additional incentives to directors, officers, employees and consultants. The maximum aggregate number of Class A ordinary shares which may be issued pursuant to awards granted under the 2018 Plan is 2,636,675,056. We adopted the 2021 equity incentive plan in April 2021, or the 2021 Plan, to provide additional incentives to our employees, directors and consultants. The maximum number of Class A ordinary shares that may be subject to equity awards pursuant to the 2021 Plan, or the share reserve, was initially set at 466,685,092. 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. See “Management—Share Incentive Plans.” We have granted options to certain directors, officers and employees, and option to purchase 209,203,916 ordinary shares was outstanding as of the date of this prospectus. We recorded RMB455.6 million and RMB3,486.3 million (US$ 534.3 million) in 2019 and 2020, respectively, in share-based compensation expenses in relation to share-based award grants, including grants to the management members of certain of our equity investees. We also expect to continue to grant awards under our share incentive plans, which we believe is of significant importance to our ability to attract and retain key personnel and employees. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our financial condition and results of operations.

Our financial results may vary significantly from period to period due to the seasonality of our business and fluctuations in our operating costs.

Our quarterly results of operations, including the levels of our revenue, operating cost and expenses, net (loss)/income and other key metrics, may vary significantly in the future due to a variety of factors, some of

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which are outside of our control, and period-to-period comparisons of our operating results may not be meaningful, especially given our limited operating history. Accordingly, the results for any one quarter are not necessarily an indication of future performance. Fluctuations in quarterly results may adversely affect the price of our ADSs. Factors that may cause fluctuations in our quarterly financial results include:

• our ability to attract or maintain a critical mass of shippers and truckers;

• the levels of user engagement and transaction activities;

• the mix of solutions and services we offer;

• the amount and timing incurring our operating cost and expenses and the maintenance and expansion of our business, operations and infrastructure;

• our focus on the long-term success and future growth, instead of near-term profit;

• our ability to execute our monetization strategies;

• network outages or security breaches;

• general economic, industry and market conditions; and

• changes in applicable laws and regulations.

In addition, because our 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 our results of operations. The transaction volume on our platform is typically lower during the first quarter each year due to the Chinese New Year holiday season. In addition, some shippers operate in industries where shipping patterns are tied closely to consumer demand, which can sometimes be difficult to predict or are based on just-in-time production schedules. Therefore, our revenue is, to a large degree, affected by factors that are outside of our control. There can be no assurance that our historic operating patterns will continue in future periods, as we cannot influence or forecast many of these factors. The quarterly fluctuations in our revenue and results of operations could result in volatility and cause the price of our ADSs to fall. As our revenue grow, these seasonal fluctuations may become more pronounced.

The successful operation of our business depends upon the performance, reliability and security of the internet infrastructure in China.

The successful operation of our business depends on the performance and reliability of the internet infrastructure and telecommunications networks in China. Almost all access to the internet in China is maintained through state-owned telecommunications operators under the administrative control and regulatory supervision of the MIIT. Moreover, we primarily rely on a limited number of telecommunication service providers to provide us with data communications capacity. We have limited access to alternative networks or services in the event of disruptions, failures or other problems with China’s internet infrastructure or the telecommunications networks provided by telecommunications service providers. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with the increasing traffic on our platform. However, we have no control over the costs of the services provided by telecommunications service providers. If the prices we pay for telecommunications and internet services rise significantly, our results of operations may be materially and adversely affected. Further, if internet access fees or other charges to internet users increase, our user engagement and transaction activities may decline and our business may be harmed.

Our business depends upon the interoperability of our platform across devices, operating systems, and third-party applications that we do not control.

One of the most important features of our platform is its broad interoperability with a range of devices, operating systems, and third-party applications. Our platform is accessible from devices running various

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operating systems such as iOS and Android and the web portals for personal computers. We depend on the accessibility of our platform across these third-party operating systems and applications that we do not control. Moreover, third-party services and products are constantly evolving, and we may not be able to modify our platform to assure its compatibility with that of relevant third parties following development changes. The loss of interoperability, whether due to actions of third parties or otherwise, could adversely affect our business.

Our use of third-party open source software could adversely affect our ability to offer our products and offerings and subjects us to possible litigation.

We use open source software in our software and systems and will use open source software in the future. The licenses applicable to our use of open source software may require the source code that is developed using open source software be made available to the public and that any modifications or derivative works to certain open source software continue to be licensed under open source licenses. From time to time, we may face claims from external parties claiming infringement of their intellectual property rights, or demanding the release or license of the open source software or derivative works that we developed using such software (which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source license. Our use of open source software may also present additional security risks because the source code for open source software is publicly available, which may make it easier for hackers and other parties to determine how to breach our systems that rely on open source software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are dependent on app stores to distribute our mobile apps.

We currently cooperate with Apple’s app store and Android app stores to distribute our mobile apps to users. As such, the promotion, distribution and operation of our applications are subject to such distribution platforms’ standard terms and policies for application developers, which are subject to the interpretation of, and frequent changes by, these distribution channels. If these third-party distribution platforms change their terms and conditions in a manner that is detrimental to us, or refuse to distribute our applications, or if any other major distribution channel with which we would like to seek collaboration refuses to collaborate with us in the future on commercially favorable terms, our business, financial condition and results of operations may be materially and adversely affected.

We may be subject to potential liability in connection with pending or threatened legal proceedings and other matters, which could adversely affect our business or financial results.

From time to time, we have become and may in the future become a party to various legal or administrative proceedings arising in the ordinary course of our business, including claims arising from our freight brokerage service and discontinued financial leasing service. See “—We face risks associated with the cargo transported using our freight brokerage service and vicarious liability for vehicles registered with us.”. We may also be subject to potential liability in connection with pending or threatened legal proceedings arising from breach of contract claims, anti-competition claims and other matters.

These proceedings, investigations, claims and complaints could be initiated or asserted under or on the basis of a variety of laws in different jurisdictions, including data protection and privacy laws, trucker or consumer protection laws, labor and employment laws, anti-monopoly or competition laws, transportation laws, advertising laws, value-added telecommunication services laws, intellectual property laws, securities laws, financial services laws, tort laws, contract laws and property laws. There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws. If we fail to defend ourselves in these actions, we may be subject to restrictions, fines or penalties that will materially and adversely affect our operations. Even if we are successful in our attempt to defend ourselves in legal and regulatory actions or to assert our rights under various laws and regulations, the process of communicating with relevant regulators,

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defending ourselves and enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile. These actions could expose us 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.

Certain of our leased property interests may be defective, which could cause disruption to our business.

Certain of our leasehold interests in leased properties have not been registered with the relevant PRC government authorities as required by PRC law, which may expose us to potential fines if we fail to remediate after receiving any notice from the relevant PRC government authorities. As of the date of this prospectus, we are not aware of any material claims or actions being contemplated or initiated by government authorities with respect to our leasehold interests in or use of such properties. In addition, we may become involved in disputes with the property owners or parties who otherwise have rights to or interests in our leased properties, and for instance, if a lessor of our leased properties has not obtained valid authorizations from the legal owners with respect to our leases, or has not obtained requisite approvals or permits with respect to the construction of such properties, our leases with such lessor could be invalid. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from external parties’ challenges on our use of such properties. As a result, our business, financial condition and results of operations may be adversely affected.

We may need additional capital to pursue business objectives and respond to business opportunities, challenges or unforeseen circumstances, and financing may not be available on terms acceptable to us, or at all.

Growing and operating our business will require significant cash investments, capital expenditures and commitments to respond to business challenges, including developing or enhancing new or existing services and technologies and expanding our infrastructure. If cash on hand, cash generated from operations, and the net proceeds from this offering are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially through debt or equity financings. We may not be able to raise required cash on terms acceptable to us, or at all. Volatility in the credit markets may have an adverse effect on our ability to obtain debt financing. Issuances of equity or convertible debt securities may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the public offering price of this offering. The holders of new securities may also have rights, preferences, or privileges that are senior to those of existing stockholders. If new financing sources are required, but are insufficient or unavailable, we may need to modify our growth and operating plans and business strategies based on available funding, if any, which would harm our ability to grow our business.

Our business depends substantially on the continuing efforts of our directors, executive officers, senior management, key employees and qualified personnel, and our operations may be severely disrupted if we lose their services.

Our future success depends substantially on the continuing efforts of our directors, executive officers, senior management, and key employees and qualified personnel. In particular, we rely on the leadership, expertise, experience and vision of our directors and senior management team. If one or more of our directors, executive officers, senior management, key employees or qualified personnel were unable or unwilling to continue their services with us, whether due to resignation, accident, health condition, family considerations or any other reason, we might not be able to find their successors, in a timely manner, or at all. The size and scope of our platform also require us to hire and retain a wide range of capable and experienced personnel who can adapt to a dynamic, competitive and challenging business environment. We will need to continue to attract and retain experienced and capable personnel at all levels. Since the road transportation industry is characterized by high demand and intense competition for talent, we cannot assure you that we will be able to attract or retain qualified management or other highly skilled employees.

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We do not have key man insurance for our directors, executive officers, senior management or other key employees. If any of our key employees terminate his or her services or otherwise becomes unable to provide continuous services to us, our business, financial condition and results of operations may be materially and adversely affected and we may incur additional expenses to recruit, train and retain qualified personnel. Each of our executive officers and key employees has entered into an employment agreement with a non-compete clause with us. However, these agreements may be breached by the counterparties, and there may not be adequate and timely remedies available to us to compensate our losses arising from the breach. We cannot assure you that we would be able to enforce these non-compete clauses. If any of our executive officers or key employees joins a competitor or forms a competing company, we may lose customers, know-hows and key professionals and staff members.

Our metrics and estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may harm our reputation and negatively affect our business.

We rely on certain key operating metrics, such as GTV, fulfilled orders, average shipper MAUs and shipper MAUs, among other things, to evaluate the performance of our business. Our operating metrics may differ from estimates published by third parties or from similarly titled metrics used by other companies due to differences in methodology and assumptions. We calculate these operating metrics using internal company data, which are subject to our estimates and adjustments. For example, we define (i) active shippers as the aggregate number of registered shipper accounts on our platform that have posted at least one shipping order on our platform during a given period, and (ii) shipper MAUs as the number of active shippers in a given month. However, some shippers may use more than one account, and/or may share the same account with other shippers. As a result, our shipper MAUs may understate or overstate the number of shippers who have posted at least one shipping order on our platform in a given month. If we discover material inaccuracies in the operating metrics we use, or if they are perceived to be inaccurate, our reputation may be harmed and our evaluation methods and results may be impaired, which could negatively affect our business. If investors make investment decisions based on operating metrics we disclose that are inaccurate, we may also face potential lawsuits or disputes.

We may not be able to prevent others from unauthorized use of our intellectual property and we may be subject to intellectual property infringement claims, either of which could harm our business and competitive position.

We rely on a combination of patents, trademarks, copyrights, trade secrets and confidentiality agreements to protect our proprietary rights. As of December 31, 2020, we had 73 patents, 294 pending patent applications, 766 registered trademarks, 147 pending trademark applications and 139 registered software copyrights in China. As of December 31, 2020, we had 19 registered trademarks and one pending trademark in other countries, including India, Russia and Vietnam.

We have invested significant resources to develop these intellectual properties. However, any of our intellectual property rights could be challenged, invalidated or circumvented, or such intellectual property may not be sufficient to provide us with competitive advantages. In addition, other parties may misappropriate our intellectual property rights, which would cause us to suffer economic or reputational damage. Because of the rapid pace of technological change, there can be no assurance that all of our proprietary technologies and similar intellectual property will be patented in a timely or cost-effective manner, or at all. Furthermore, parts of our business rely on technologies developed or licensed by other parties, or co-developed with other parties, including open source software, and we may not be able to obtain or continue to obtain licenses and technologies from these other parties on reasonable terms, or at all.

It is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. For instance, we may seek to register new trademarks in the future, and there is no assurance that the relevant applications for trademark registrations in the PRC will be

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approved by competent governmental authority. If such trademarks could not be successfully registered in the categories related to our business, we may fail to prevent others from using such trademarks in businesses similar to ours, and our business, financial condition and results of operations may be materially and adversely affected. In addition, confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Preventing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the misappropriation of our intellectual property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

Meanwhile, our operations or any aspects of our business could infringe upon or otherwise violate trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights held by other parties. We may be from time to time in the future subject to legal proceedings and claims relating to the intellectual property rights of others. In addition, other parties’ trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights may be infringed by our services or other aspects of our business without our awareness. Holders of such intellectual property rights may seek to enforce such intellectual property rights against us in China, the U.S. or other jurisdictions. If any infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits.

Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, copyrights, know-how, proprietary technologies or other intellectual property rights in China are still evolving and are uncertain, and there can be no assurance that PRC courts or regulatory authorities would agree with our analysis. If we were found to have violated the intellectual property rights of others, we may be subject to liability for our infringement activities or may be prohibited from using such intellectual property, and we may incur licensing fees or be forced to develop alternatives of our own. As a result, our business and results of operations may be materially and adversely affected.

Our insurance coverage strategy may not be adequate to protect us 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 our business, or if we fail to comply with regulations governing insurance coverage, our business could be harmed.

We maintain various insurance policies to safeguard against risks and unexpected events. However, we do not maintain business interruption insurance or key-man insurance or any insurance covering liabilities resulting from misconducts or illegal activities committed by our employees, users or business partners. We cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected. See also “—We face risks associated with the cargo transported using our freight brokerage service and vicarious liability for vehicles registered with us.” If our insurance carriers change the terms of our policies in a manner unfavorable to us, our insurance costs could increase.

In addition, we are subject to laws, rules, and regulations relating to insurance coverage which could result in proceedings or actions against us by governmental entities or others. Further, shippers using our freight brokerage service may require higher levels of coverage as a condition to entering into contracts with us. Any failure, or perceived failure, by us to comply with laws, rules, and regulations or contractual obligations relating

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to insurance coverage could result in proceedings or actions against us by governmental entities or others. These lawsuits, proceedings, or actions may subject us to significant penalties and negative publicity, require us to increase our insurance coverage, require us to amend our insurance policy disclosure, increase our costs, and disrupt our business.

From time to time we may evaluate and potentially consummate strategic investments or acquisitions, which could require significant management attention, disrupt our business and adversely affect our financial results.

We may evaluate and consider strategic investments, combinations, acquisitions or alliances to enhance our competitive position. For example, our platform was created through the merger of Yunmaman and Huochebang in 2017. These transactions could be material to our financial condition and results of operations if consummated. If we are able to identify an appropriate business opportunity, we may not be able to successfully consummate the transaction and, even if we do consummate such a transaction, we may be unable to obtain the benefits or avoid the difficulties and risks of such transaction, which may result in investment losses.

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 our normal daily operations and potential disruptions to our ongoing business;

• strain on our liquidity and capital resources;

• difficulties in executing intended business plans and achieving 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 we have limited or no prior experience;

• regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business;

• assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our 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

• unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

Any future investments or acquisitions may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits.

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We have limited influence over our minority-owned investees, which subjects us to substantial risks, including potential loss of value.

Our growth strategy has included investing in minority ownership positions in technology and logistics companies. Our investment in these entities involves significant risks that are outside of our control. We have limited influence over our minority-owned investees. As a result, the boards of directors or management teams of these companies may make decisions or take actions with which we disagree or that may be harmful to the value of our ownership in these companies.

In addition, any material decline in the business of these entities would adversely affect the value of our assets and our financial results. Furthermore, the value of these assets is based in part on the market valuations of these entities, and weakened financial markets have adversely affected, and may in the future adversely affect such valuations. These positions could expose us to risks, litigation, and unknown liabilities because, among other things,

• these companies have limited operating histories in an evolving industry and may have less predictable operating results;

• these companies are privately owned and, as a result, limited public information is available and we may not learn all the material information regarding these businesses;

• these companies may be domiciled and operate in countries with particular economic, tax, political, legal, safety, regulatory and public health risks, including the extent of the impact of the COVID-19 pandemic on their business;

• these companies depend on the management talents and efforts of a small group of individuals, and, as a result, the death, disability, resignation, or termination of one or more of these individuals could have an adverse effect on the relevant company’s operations; and

• these companies will likely require substantial additional capital to support their operations and expansion and to maintain their competitive positions. Any of these risks could materially affect the value of our assets, which could have an adverse effect on our business, financial condition or results of operations.

Furthermore, we are contractually limited in our ability to sell or transfer these assets. There is currently no public market for any of these securities, and there may be no market in the future if and when we decide to sell such assets. Furthermore, we may have to sell these assets at a time at which we would not be able to realize what we believe to be the long-term value of these assets. Additionally, we may have to pay significant taxes upon the sale or transfer of these assets. Accordingly, we may never realize the value of these assets relative to the contributions we made to these businesses.

In addition, loss incurred by our equity method investees affects our results of operations. We recognized share of loss in equity method investees of RMB1.7 million and RMB11.1 million (US$1.7 million) in 2019 and 2020, respectively. We also extend loans to certain companies from time to time and may experience impairment loss in connection with such loans. We recognized impairment loss of RMB710.3 million in 2019, which was related to a one-time write-off of loans made to Guangzhou Zhihong Logistics Co., Ltd., or Guangzhou Zhihong.

If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our company and the market price of our ADSs may be adversely affected.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In the course of auditing our

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consolidated financial statements for the year ended December 31, 2020, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2020, in accordance with the standards established by the Public Company Accounting Oversight Board of the United States.

The material weakness identified relates to the lack of sufficient skilled financial reporting and accounting personnel with appropriate knowledge, in particular, to (i) to establish and implement key controls over period end closing, financial reporting and contract management, and (ii) to handle accounting issues and to properly prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements. We have implemented and are continuing to implement a number of measures to address the material weakness that has been identified. For details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Internal Control Over Financial Reporting.” However, we cannot assure you that we will be able to continue implementing these measures in the future, or that we will not identify additional material weaknesses or significant deficiencies in the future.

We will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of the NYSE after the completion of this offering. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Commencing with our fiscal year ending December 31, 2022, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. In addition, once we cease to be an “emerging growth company” as the term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. This will require that we incur substantial additional professional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts.

In addition, our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of our ADSs could decline and we could be subject to sanctions or investigations by the NYSE, SEC or other regulatory authorities.

Enforcement of stricter labor laws and regulations and increases in labor costs in the PRC may adversely affect our business and results of operations.

The economy in China has experienced increases in inflation and labor costs in recent years. As a result, average wages in the PRC are expected to continue to increase. In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension insurance, housing funds, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to control our labor costs or pass on these increased labor costs, our financial condition and results of operations may be adversely affected. Further,

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pursuant to the PRC Labor Contract Law, as amended, or the Labor Contract law, and its implementation rules, employers are subject to various requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our 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 our business and results of operations.

In addition, we cannot assure you that our 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. Under the PRC Social Insurance Law and the Administrative Measures on Housing Provident Fund, employees are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance, and housing provident funds, and employers are required, together with their employees or separately, to pay the contributions to social insurance and housing provident funds for their employees. The relevant government agencies may examine whether an employer has made adequate payments of the requisite statutory employee benefits, and employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. For instance, certain of our PRC subsidiaries, consolidated VIEs and consolidated affiliated entities engage third-party human resources agencies to make social insurance and housing provident fund contributions for some of their employees. There is no assurance that such third-party agencies make contributions in full in a timely manner, or at all, and even if they do, regulators may deem such practice to be noncompliant with the relevant labor laws and bring enforcement actions against us. If we are deemed to have violated relevant labor laws and regulations, we could be required to make additional contributions to social insurance or housing provident funds, pay late fees and fines, provide additional compensation to our employees or adjust our labor practices and our business, financial condition and results of operations could be materially and adversely affected.

Any financial or economic crisis, or perceived threat of such a crisis may materially and adversely affect our business, prospects, financial condition and results of operation.

Any prolonged slowdown in the Chinese or global economy may have a negative impact on our business, financial condition and results of operations. In particular, general economic factors and conditions in China or worldwide, may affect the road transportation industry in general. The global macroeconomic environment is facing challenges. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States. There have been concerns over the downturn in economic output caused by the COVID-19 outbreak. It is unclear whether these challenges will be contained and what effects they each may have. Economic conditions in China are sensitive to global economic conditions. Recently there have been signs that the rate of China’s economic growth is declining, and China’s economy contracted in the first quarter of 2020 as a result of the COVID-19 outbreak. Any prolonged slowdown in China’s economic development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in business and consumer behaviors. These adverse economic effects could negatively affect the road transportation industry, resulting in reduced cargo volumes and truck capacity on our platform and as well as financial difficulty among shippers and truckers, which would negatively impact their ability to repay loans facilitated by us or otherwise materially and adversely affect our business, results of operations and financial condition.

We face risks related to health epidemics and other outbreaks, harsh weather and natural disasters, which could significantly disrupt our operations.

Our business could be materially and adversely affected by the outbreak of a widespread health epidemic, such as COVID-19, swine flu, avian influenza, severe acute respiratory syndrome, or SARS, Ebola, Zika, harsh weather conditions or natural disasters, such as snowstorms, earthquakes, fires or floods, or other events, such as

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wars, acts of terrorism, environmental accidents, power shortage or communication interruptions. The occurrence of a disaster or a prolonged outbreak of an epidemic illness or other adverse public health developments in China could materially disrupt our business and operations. These events could also significantly impact the industries we operate in and cause a temporary closure of the facilities we use for our operations, which would severely disrupt our operations and have a material adverse effect on our business, financial condition and results of operations. Our operations could be disrupted if any of our employees, or employees of our business partners were suspected of contracting an epidemic disease, since this could require us or business partners to quarantine some or all of these employees or disinfect the facilities used for operations. In addition, our revenue and profitability could be materially reduced to the extent that a health epidemic, adverse weather conditions or natural disaster or other outbreak harms the global or Chinese economy in general. Our operations could also be severely disrupted if shippers, truckers and other ecosystem participants were affected by health pandemics or epidemics, harsh weather conditions, natural disasters or other outbreaks. See also “—The COVID-19 outbreak has adversely affected, and may continue to adversely affect our results of operations.”

We could be adversely affected by political tensions between the United States and China.

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. President Donald J. Trump, such as the one issued in August 2020 that prohibits certain transactions with ByteDance Ltd., Tencent Holdings Limited and the respective subsidiaries of such companies, the executive order issued in November 2020 that prohibits U.S. persons from transacting publicly traded securities of certain “Communist Chinese military companies” named in such executive order, as well as the executive order issued in January 2021 that prohibits such transactions as are identified by the U.S. Secretary of Commerce with certain “Chinese connected software applications,” including Alipay and WeChat Pay, as well as the Rules on Counteracting Unjustified Extra-territorial Application of Foreign Legislation and Other Measures promulgated by China’s Ministry of Commerce, or MOFCOM, on January 9, 2021, which will apply to Chinese individuals or entities that are purportedly barred by a foreign country’s law from dealing with nationals or entities of a third country. Rising political tensions between China and the U.S. could reduce levels of trades, investments, technological exchanges and other economic activities between the two major economies, which would have a material adverse effect on global economic conditions and the stability of global financial markets. The measures taken by the U.S. and Chinese governments may have the effect of restricting our ability to transact or otherwise do business with entities within or outside of China and may cause investors to lose confidence in Chinese companies and counterparties, including us. If we were unable to conduct our business as it is currently conducted as a result of such regulatory changes, our business, results of operations and financial condition would be materially and adversely affected.

Furthermore, there have been recent media reports on deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets, and delisting China-based companies from U.S. national securities exchanges. In January 2021, after reversing its own delisting decision, the NYSE ultimately resolved to delist China Mobile, China Unicom and China Telecom in compliance with the executive order issued in November 2020, after receiving additional guidance from the U.S. Department of Treasury and its Office of Foreign Assets Control. These delistings have introduced greater confusion and uncertainty about the status and prospects of Chinese companies listed on the U.S. stock exchanges. 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 shares or ADSs.

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Risks Relating to Our Corporate Structure

If the PRC government deems that the contractual arrangements in relation to our consolidated 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.

The current industry entry clearance requirements governing the foreign investment activities in the PRC are set out in two categories, namely the Encouraged Industry Catalog for Foreign Investment (2019 version), as promulgated by the NDRC and the MOFCOM and taking effect on July 30, 2019, and the 2020 Negative List. Industries not listed in these two catalogs are generally deemed “permitted” for foreign investments unless specifically restricted by other PRC laws. According to the 2020 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.

Because we are an exempted company incorporated in the Cayman Islands, we are classified as a foreign enterprise under PRC laws and regulations, and our PRC subsidiaries are foreign-invested enterprises, or FIEs. 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 our consolidated VIEs, as defined below, which hold certain licenses required to operate our business in China. Our subsidiary, Jiangsu Manyu Logistics Information Co., Ltd., or Jiangsu Manyu, has entered into a series of contractual arrangements with Shanghai Xiwei Information Consulting Co., Ltd., or Shanghai Xiwei, Beijing Yunmanman Technology Co., Ltd., or Beijing Yunmanman, and their respective shareholders. In addition, our subsidiary, Full Truck Alliance Information Consulting Co., Ltd., or FTA Information, has entered into a series of contractual arrangements with Guizhou FTA Logistics Technology Co., Ltd., or Guizhou FTA, and its shareholders. Shanghai Xiwei, Beijing Yunmanman and Guizhou FTA are collectively referred to as our consolidated VIEs. For a detailed description of these contractual arrangements, see “Our History and Corporate Structure—Contractual Arrangements with Consolidated VIEs and Their Shareholders.”

We believe that our corporate structure and contractual arrangements comply with the current applicable PRC laws and regulations. Our PRC legal counsel, based on its understanding of the relevant laws and regulations, is of the opinion that each of the contracts among (i) Jiangsu Manyun, Shanghai Xiwei and Shanghai Xiwei’s shareholders, (ii) Jiangsu Manyun, Beijing Yunmanman and Beijing Yunmanman’s shareholders and (iii) FTA Information, Guizhou FTA and Guizhou FTA’s shareholders is valid, binding and enforceable in accordance with its terms. However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including the PRC Foreign Investment Law and its implementing rules, the Telecommunications Regulations and the relevant regulatory measures concerning the telecommunications industry and other industries we are or will be engaged in, there can be no assurance that the PRC government authorities, including the Ministry of Commerce, or the MOFCOM, the MIIT or other competent authorities would agree that our corporate structure or any of the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations.

If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIEs and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or

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regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

• revoking our relevant business and operating licenses;

• fines on us;

• confiscating any of our income that they deem to be obtained through illegal operations;

• shutting down our relevant services;

• discontinuing or restricting our operations in China;

• imposing conditions or requirements with which we may not be able to comply;

• requiring us to change our corporate structure and contractual arrangements;

• restricting or prohibiting our use of the proceeds from overseas offering to finance our PRC consolidated VIEs’ business and operations; and

• taking other regulatory or enforcement actions that could be harmful to our business.

Furthermore, new PRC laws, rules and regulations may be introduced to impose additional requirements that may be applicable to our corporate structure and contractual arrangements. See “—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 our business, financial condition and results of operations.” Occurrence of any of these events could materially and adversely affect our business, financial condition and results of operations. In addition, if the imposition of any of these penalties or requirement to restructure our corporate structure causes us to lose the rights to direct the activities of our consolidated VIEs or our right to receive their economic benefits, we would no longer be able to consolidate the financial results of such VIEs in our consolidated financial statements. However, we do not believe that such actions would result in the liquidation or dissolution of our company, our subsidiaries in China or our consolidated VIEs or their subsidiaries. See “Our History and Corporate Structure—Contractual Arrangements with Consolidated VIEs and Their Shareholders.”

Our contractual arrangements with our consolidated VIEs may result in adverse tax consequences to us.

We could face material and adverse tax consequences if the PRC tax authorities determine that our contractual arrangements with our consolidated VIEs were not made on an arm’s length basis and adjust our income and expenses for PRC tax purposes by requiring a transfer pricing adjustment. A transfer pricing adjustment could adversely affect us by (i) increasing the tax liabilities of our consolidated VIEs without reducing the tax liability of our subsidiaries, which could further result in late payment fees and other penalties to our consolidated VIEs for underpaid taxes; or (ii) limiting the ability of our consolidated VIEs to obtain or maintain preferential tax treatments and other financial incentives.

We rely on contractual arrangements with our consolidated VIEs and their shareholders to conduct a substantial part of our 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.

We rely on contractual arrangements with our consolidated VIEs and their shareholders to conduct a substantial part of our operations in China, which is important to our ability to offer a convenient customer experience. For a description of these contractual arrangements, see “Our History and Corporate Structure—Contractual Arrangements with Consolidated VIEs and Their Shareholders.” These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIEs. If our consolidated VIEs or their shareholders fail to perform their respective obligations under these contractual arrangements, our recourse to the assets held by our consolidated VIEs is indirect and we may have to

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incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation, arbitration or other judicial or dispute resolution proceedings, assets under the name of any of record holder of equity interest in our consolidated VIEs, including such equity interest, may be put under court custody. As a consequence, we cannot be certain that the equity interest will be disposed pursuant to the contractual arrangement or ownership by the record holder of the equity interest.

If any of our VIEs or their shareholders fail to perform their obligations under the contractual arrangements, we may have to incur substantial costs and expend additional resources to enforce such arrangements, and rely on legal remedies under PRC laws, including contractual remedies, which may not be sufficient or effective. All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. However, the legal framework and system in China, in particularly those relating to arbitration proceedings, are not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and if the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in the PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very difficult to exert effective control over our consolidated VIEs, and our ability to conduct our business and our financial condition and results of operations may be materially and adversely affected. See “—Risks Relating to Doing Business in China—There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.”

The shareholders of our consolidated VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

In connection with our operations in China, we rely on the shareholders of our consolidated VIEs to abide by the obligations under such contractual arrangements. The interests of these shareholders in their individual capacities as the shareholders of our consolidated VIEs may differ from the interests of our company as a whole, as what is in the best interests of our consolidated VIEs, including matters such as whether to distribute dividends or to make other distributions to fund our offshore requirement, may not be in the best interests of our company. There can be no assurance that when conflicts of interest arise, any or all of these individuals will act in the best interests of our company or those conflicts of interest will be resolved in our favor. In addition, these individuals may breach or cause our consolidated VIEs and their subsidiaries to breach or refuse to renew the existing contractual arrangements with us. Control over, and funds due from, our consolidated VIEs may be jeopardized if such individuals breach the terms of the contractual arrangements or are subject to legal proceedings.

Currently, we do not have arrangements to address potential conflicts of interest the shareholders of our consolidated VIEs may encounter, on one hand, and as a beneficial owner of our company, on the other hand. We, however, could, at all times, exercise our option under the exclusive call option agreements to cause them to transfer all of their equity ownership in our consolidated VIEs to a PRC entity or individual designated by us as permitted by the then applicable PRC laws. In addition, if such conflicts of interest arise, we could also, in the capacity of attorney-in-fact of the then existing shareholders of our consolidated VIEs as provided under the power of attorney agreements, directly appoint new directors of our consolidated VIEs. We rely on the shareholders of our consolidated VIEs to comply with PRC laws and regulations, which protect contracts and provide that directors and executive officers owe a duty to our company and require them to avoid conflicts of

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interest and not to take advantage of their positions for personal gains, and the laws of the Cayman Islands, which provide that directors have a duty of care and a duty to act honestly in good faith with a view to our best interests. However, the legal frameworks of China and the Cayman Islands do not provide guidance on resolving conflicts in the event of a conflict with another corporate governance regime. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated VIEs, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Our corporate actions will be substantially controlled by Mr. Peter Hui Zhang, who will have the ability to control or exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of an opportunity to receive a premium for your ADSs and materially reduce the value of your investment.

Our post-listing memorandum and articles of association will 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. Peter Hui Zhang, our founder, chairman and chief executive officer, will hold the voting power over all the Class B ordinary shares issued and outstanding, representing     % of the voting power of our total issued and outstanding shares immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. As a result, Mr. Peter Hui Zhang will have the ability to control or exert significant influence over important corporate matters, investors may be prevented from affecting important corporate matters involving our company that require approval of shareholders, including:

• the composition of our board of directors and, through it, any determinations with respect to our operations, business direction and policies, including the appointment and removal of officers;

• any determinations with respect to mergers or other business combinations;

• our disposition of substantially all of our assets; and

• any change in control.

These actions may be taken even if they are opposed by our other shareholders, including the holders of the ADSs. Furthermore, this concentration of ownership may also discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and reducing the price of the ADSs. As a result of the foregoing, the value of your investment could be materially reduced.

The dual-class structure of our share capital may render the ADSs ineligible for inclusion in certain stock market indices, and thus adversely affect the market price and liquidity of the ADSs.

In July 2017, FTSE Russell and Standard & Poor’s announced that they would cease to allow most newly public companies utilizing dual or multi-class capital structures to be included in their indices. Affected indices include the Russell 2000 and the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together make up the S&P Composite 1500. Under the announced policies, our dual-class capital structure would make the ADSs ineligible for inclusion in any of these indices, and as a result, mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in the ADSs. These policies are still relatively new and it is yet unclear what effect, if any, they have had and will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included and may adversely affect the liquidity of the shares of such companies. As such, the exclusion of the ADSs from these indices could result in a less active trading market for the ADSs and adversely affect their trading price.

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If the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations may be materially and adversely affected.

Under PRC law, legal documents for corporate transactions, including agreements and contracts such as the leases and sales contracts that our business relies on, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant local branch of the SAMR. We generally execute legal documents by affixing chops or seals, rather than having the designated legal representatives sign the documents. The chops of our subsidiaries and consolidated VIEs are generally held by the relevant entities so that documents can be executed locally. Although we usually utilize chops to execute contracts, the registered legal representatives of our subsidiaries and consolidated VIEs have the apparent authority to enter into contracts on behalf of such entities without chops, unless such contracts set forth otherwise.

In order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to the designated key employees of our legal, administrative or finance departments. Our designated legal representatives generally do not have access to the chops. Although we have approval procedures in place and monitor our key employees, including the designated legal representatives of our subsidiaries and consolidated VIEs, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our key employees or designated legal representatives could abuse their authority, for example, by binding our subsidiaries and consolidated VIEs with contracts against our interests, as we would be obligated to honor these contracts if the other contracting party acts in good faith in reliance on the apparent authority of our chops or signatures of our legal representatives. If any designated legal representative obtains control of the chop in an effort to obtain control over the relevant entity, we would need to have a shareholder or board resolution to designate a new legal representative and to take legal action to seek the return of the chop, apply for a new chop with the relevant authorities, or otherwise seek legal remedies for the legal representative’s misconduct. If any of the designated legal representatives obtains and misuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason, we could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve while distracting management from our operations, and our business and operations may be materially and adversely affected.

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 our business, financial condition and results of operations.

The VIE structure through contractual arrangements has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in the industries that are currently subject to foreign investment restrictions in China. The MOFCOM published a discussion draft of the proposed PRC Foreign Investment Law in January 2015, or the 2015 Draft FIL, according to which, variable interest entities that are controlled via contractual arrangements would also be deemed as foreign-invested entities, if they are ultimately “controlled” by foreign investors. In March 2019, the PRC National People’s Congress promulgated the PRC Foreign Investment Law, and in December 2019, the State Council promulgated the Implementing Rules of PRC Foreign Investment Law, or the Implementing Rules, to further clarify and elaborate the relevant provisions of the PRC Foreign Investment Law. The PRC Foreign Investment Law and the Implementing Rules both became effective from January 1, 2020 and replaced the major previous laws and regulations governing foreign investments in the PRC. Pursuant to the PRC 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) foreign investors setting up foreign-invested enterprises in the PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property portions or other similar rights and interests of enterprises within the PRC, (iii) foreign investors investing in new projects in the PRC solely or jointly with other investors,

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and (iv) investment in other methods as specified in laws, administrative regulations, or as stipulated by the State Council. The PRC Foreign Investment Law and the Implementing Rules do not introduce the concept of “control” in determining whether a company would be considered as a foreign-invested enterprise, nor do they explicitly provide whether the VIE structure would be deemed as a method of foreign investment. However, the PRC Foreign Investment Law has a catch-all provision that includes into the definition of “foreign investments” made by foreign investors in China in other methods as specified in laws, administrative regulations, or as stipulated by the State Council, and as the PRC Foreign Investment Law and the Implementing Rules are newly adopted and relevant government authorities may promulgate more laws, regulations or rules on the interpretation and implementation of the PRC Foreign Investment Law, the possibility cannot be ruled out that the concept of “control” as stated in the 2015 Draft FIL may be embodied in, or the VIE structure adopted by us may be deemed as a method of foreign investment by, any of such future laws, regulations and rules. If our consolidated VIE was deemed as a foreign-invested enterprise under any of such future laws, regulations and rules, and any of the businesses that we operate would be in any “negative list” for foreign investment and therefore be subject to any foreign investment restrictions or prohibitions, further actions required to be taken by us under such laws, regulations and rules may materially and adversely affect our business, financial condition and results of operations. Furthermore, if future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, business, financial condition and results of operations.

Risks Relating to Doing Business in China

Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

Our operations are mainly conducted in the PRC, and all of our revenue has historically been sourced from the PRC. Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC.

The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, restricting the inflow and outflow of foreign capital, regulating financial services and institutions and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us. Our financial condition and results of operations could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. The PRC government also has significant authority to exert influence on the ability of a China-based issuer, such as our company, to conduct its business. In addition, the PRC government has implemented in the past certain measures to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our business, financial condition and results of operations.

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There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

Our operations are mainly conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiaries, consolidated VIEs and consolidated affiliated entities are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. Uncertainties due to evolving laws and regulations could impede the ability of a China-based issuer, such as our company, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities could impose material sanctions or penalties on us. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation. Furthermore, if China adopts more stringent standards with respect to environmental protection or corporate social responsibilities, we may incur increased compliance cost or become subject to additional restrictions in our operations.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and/or our intellectual property rights and could materially and adversely affect our business, financial condition and results of operations.

Furthermore, the high volume of orders and transactions taking place on our platform as well as publicity about our business attracts heightened attention from the public, regulators and the media. In addition, due to changes that have occurred and will occur in our services or policies, we have faced and may continue to face objections, complaints and negative comments from members of the public, the traditional, new and social media, shippers, truckers and other participants on our platform. From time to time, these objections, complaints and negative comments, regardless of their veracity, may result in user dissatisfaction, public protests or negative publicity, which could result in government inquiries or substantial harm to our brand, reputation and operations. If we do not pay sufficient attention to public opinion or if any incident arises but is not dealt with in a timely manner, our reputation, brand and image will be adversely affected.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering under a PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could make it more difficult for us to grow through acquisitions.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration for

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Industry and Commerce, currently known as the SAMR, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability of the M&A Rules to offshore special purpose vehicles.

While the application of the M&A Rules remains unclear, we believe, based on the advice of our PRC legal counsel, CM Law Firm, that the CSRC approval is not required in the context of this offering because (i) we establish PRC subsidiary by means of direct investment and acquiring equity interests or assets of an entity other than “PRC domestic company” as defined under the M&A Rules; and (ii) no explicit provision in the M&A Rules classifies the respective contractual arrangements between (x) Jiangsu Manyun, Shanghai Xiwei and Shanghai Xiwei’s shareholders, (y) Jiangsu Manyun, Beijing Yunmanman and Beijing Yunmanman’s shareholders and (z) FTA Information, Guizhou FTA and Guizhou FTA’s shareholders as a type of acquisition transaction falling under the M&A Rules. There can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC legal counsel. If the CSRC or other PRC regulatory body subsequently determines that we need to obtain the CSRC’s approval for this offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules before our listing that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as our ability to complete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for this offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties and/or negative publicity regarding such approval requirements could have a material adverse effect on the trading price of the ADSs.

These regulations also 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 example, the M&A rules require that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. The approval from the MOFCOM shall be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the anti-monopoly authority under the State Council when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, issued by the State Council in August 2008 and amended in September 2018, is triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the

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MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. We may grow our business in part by acquiring other companies operating in our industry. Complying with the requirements of the new regulations to complete such transactions could be time-consuming, and any required approval processes, including approval from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. See “Regulations—M&A Rules and Overseas Listings.”

PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits.

PRC residents are subject to restrictions and filing requirements when investing in offshore companies. The SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014. SAFE Circular 37 requires PRC residents to register with local branches of the SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” Pursuant to SAFE Circular 37, “control” refers to the act through which a PRC resident obtains the right to carry out business operation of, to gain proceeds from or to make decisions on a special purpose vehicle by means of, among others, shareholding entrustment arrangement. SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 by the SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign exchange registration and amendment registration, under SAFE Circular 37 from June 1, 2015.

We may not be aware of the identities of all of our beneficial owners who are PRC residents. We do not have control over our beneficial owners and there can be no assurance that all of our PRC-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation rules, and there is no assurance that the registration under SAFE Circular 37 and any amendment will be completed in a timely manner, or will be completed at all. The failure of our beneficial owners who are PRC residents to register or amend their foreign exchange registrations in a timely manner pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules, may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to our company. These risks may have a material adverse effect on our business, financial condition and results of operations.

Any failure to comply with PRC regulations regarding our employee share incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies due to their position as director, senior management or employees of the PRC

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subsidiaries of the overseas companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies before they obtain the incentive shares or exercise the share options. Our directors, executive officers and other employees who are PRC residents and who have been granted options under our 2018 Plan may follow SAFE Circular 37 to apply for the foreign exchange registration before our company becomes an overseas listed company. After our company becomes an overseas listed company upon completion of this offering, we and our directors, executive officers and other employees who are PRC residents and who have been granted options will be subject to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, according to which, employees, directors, supervisors and other management members participating in any stock incentive plan of an overseas publicly listed company, such as our 2018 Plan, who are PRC residents are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. We will make efforts to comply with these requirements. However, there can be no assurance that they can successfully register with SAFE in full compliance with the rules. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit the ability to make payment under our share incentive plans or receive dividends or sales proceeds related thereto, or our ability to contribute additional capital into our wholly-foreign owned enterprise in China and limit our wholly-foreign owned enterprise’s ability to distribute dividends to us. 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 rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.

We are a holding company and rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, fund inter-company loans, service any debt we may incur outside of China and pay our expenses. When our principal operating subsidiaries, consolidated VIEs and consolidated affiliated entities incur additional debt, the instruments governing the debt may restrict their ability to pay dividends or make other distributions or remittances to us. Furthermore, the laws, rules and regulations applicable to our PRC subsidiaries, consolidated VIEs and consolidated affiliated entities and certain other subsidiaries permit payments of dividends only out of their retained earnings, if any, determined in accordance with applicable accounting standards and regulations.

Under PRC laws, rules and regulations, each of our subsidiaries, consolidated VIEs and consolidated affiliated entities 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. These reserves, together with the registered capital, are not distributable as cash dividends. As a result of these laws, rules and regulations, our subsidiaries, consolidated VIEs and consolidated affiliated entities incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances. Certain of our subsidiaries, consolidated VIEs and consolidated affiliated entities did not have any retained earnings available for distribution in the form of dividends as of December 31, 2020. 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.

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 our global income.

Under the PRC Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of China with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of

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25% on their global income. “De facto management body” refers to a managing body that exercises substantial and overall management and control over the production and operations, personnel, accounting and assets of an enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009, which was most recently amended on December 29, 2017. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. 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.

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends paid to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Any gain realized on the transfer of ADSs or Class A ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our Class A ordinary shares or ADSs, and any gain realized from the transfer of our Class A ordinary shares or ADSs, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or Class A ordinary shares by such investors may be subject to PRC tax (which in the case of dividends may be withheld at source) at a rate of 20%. Any PRC tax liability may be reduced by an applicable tax treaty. However, if we or any of our subsidiaries established outside China are considered a PRC resident enterprise, it is unclear whether in practice holders of the ADSs or Class A ordinary shares would be able to obtain the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends paid to our non-PRC investors, or gains from the transfer of the ADSs or Class A ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in the ADSs or Class A ordinary shares may decline significantly.

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

On February 3, 2015, the State Administration of Taxation issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7. Pursuant to this Bulletin 7, an “indirect transfer” of assets, including non-publicly traded equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin 7, “PRC taxable assets” include assets

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attributed to an establishment in China, immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include, without limitation: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange. On October 17, 2017, the State Administration of Taxation promulgated the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Circular 37, which became effective on December 1, 2017 and was most recently amended on June 15, 2018. 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. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions under Bulletin 7 and SAT Circular 37. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under Bulletin 7 and SAT Circular 37. As a result, we may be required to expend valuable resources to comply with Bulletin 7 and SAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these publications, or to establish that our company should not be taxed under these publications, which may have a material adverse effect on our financial condition and results of operations.

We are subject to restrictions on currency exchange.

All of our revenue is denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our PRC subsidiaries. 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. Since a significant amount of our future revenue and cash flow will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of the ADSs, and may limit our ability to obtain foreign currency through debt or equity financing for our onshore subsidiaries.

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PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries, which are treated as foreign-invested enterprises under PRC laws, through loans or capital contributions. However, loans by us to our PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions to our PRC subsidiaries are subject to the requirement of making necessary registration with competent governmental authorities in China.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015. According to Circular 19, the flow and use of the RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that RMB capital may not be used for the issuance of RMB entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third party. Although Circular 19 allows RMB capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that RMB converted from the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or SAFE Circular 28, which permits non-investment foreign-invested enterprises to use their capital funds to make equity investments in China, with genuine investment projects and in compliance with effective foreign investment restrictions and other applicable laws. However, as the SAFE Circular 28 was newly issued, there are still substantial uncertainties as to its interpretation and implementations in practice.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans or future capital contributions by us to our PRC subsidiaries. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from this offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

Fluctuations in exchange rates could result in foreign currency exchange losses and could materially reduce the value of your investment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the

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PRC government, and Renminbi internationalization. For example, On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Following the removal of the U.S. dollar peg, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. More recently, on November 30, 2015, the Executive Board of the International Monetary Fund, completed the regular five-year review of the basket of currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi has depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. In 2017, the value of the Renminbi appreciated further by approximately 6.3% against the U.S. dollar; and in 2018, the Renminbi depreciated by approximately 5.7% against the U.S. dollar. In 2019, the value of the Renminbi further depreciated by approximately 1.3% against the U.S. dollar. In 2020, the value of the Renminbi appreciated by approximately 6.3% against the U.S. dollar. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. 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 our revenue and substantially all of our costs are denominated in Renminbi. We are a holding company and we rely on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable on, the ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we receive from this offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.

The audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, our investors are deprived of the benefits of such inspection. In addition, the adoption of any rules, legislations or other efforts to increase U.S. regulatory access to audit information could cause uncertainty, and we could be delisted if we were unable to meet any PCAOB inspection requirement in time.

Our independent registered public accounting firm that issues the audit report included in our prospectus filed with the SEC, as auditors of companies that are traded publicly in the U.S. and a firm registered with the U.S. Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the U.S. to undergo regular inspections by the PCAOB to assess its compliance with the laws of the U.S. and professional standards. 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. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. Because our auditors are located in the People’s Republic of China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected by the PCAOB. Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our consolidated financial statements.

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On May 24, 2013, PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the CSRC and the Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations in the United States and China. PCAOB continues to be in discussions with the CSRC and the Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with PCAOB and audit Chinese companies that trade on U.S. exchanges. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. The joint statement reflects the U.S. regulators’ heightened interest in this issue. In a statement issued on December 9, 2019, the SEC reiterated concerns over the inability of the PCAOB to conduct inspections of the audit firm work papers with respect to U.S.-listed companies that have operations in China, and emphasized the importance of audit quality in emerging markets, such as China. On April 21, 2020, the SEC and the PCAOB issued a new joint statement, reminding the investors that in investing in companies that are based in or have substantial operations in many emerging markets, including China, there is substantially greater risk that disclosures will be incomplete or misleading, and there is also a greater risk of fraud. In the event of investor harm, there is substantially less ability to bring and enforce SEC, DOJ and other U.S. regulatory actions, in comparison to U.S. domestic companies, and the joint statement reinforced past SEC and PCAOB statements on matters including the difficulty to inspect audit work papers in China and its potential harm to investors. However, it remains unclear what further actions the SEC and PCAOB will take to address the concerns.

In December 2020, the United States enacted the Holding Foreign Companies Accountable Act, or the HFCA Act, which includes requirements for the SEC to identify issuers whose audit reports are prepared by auditors that the PCAOB is unable to inspect or investigate because of restrictions imposed by non-U.S. authorities in the auditor’s local jurisdiction, or covered issuers. The HFCA Act also requires public companies on this SEC list to certify that they are not owned or controlled by a foreign government and make certain additional disclosures on foreign ownership and control of such issuers in their SEC filings. Furthermore, the HFCA Act amends the Sarbanes-Oxley Act of 2002 to require the SEC to prohibit securities of any U.S. listed companies from being traded on any of the U.S. national securities exchanges, such as NYSE and Nasdaq Stock Market, or in the U.S. “over-the-counter” markets, if the auditor of the U.S. listed companies’ financial statements is not subject to PCAOB inspections for three consecutive “non-inspection” years after the law becomes effective. On March 24, 2021, the SEC announced the adoption of interim final amendments to implement the submission and disclosure requirements of the HFCA Act. In the announcement, the SEC clarifies that before any issuer will have to comply with the interim final amendments, the SEC must implement a process for identifying covered issuers. The announcement also states that the SEC staff is actively assessing how best to implement the other requirements of the HFCA Act, including the identification process and the trading prohibition requirements. Enactment of the HFCA Act and other efforts to increase the U.S. regulatory access to audit information could cause investor uncertainty for affected issuers, including us, and the market price of the ADSs could be adversely affected. We cannot assure you that we will not be identified by the SEC as an issuer whose audit report is prepared by auditors that the PCAOB is unable to inspect or investigate. We cannot assure you that, once we have a “non-inspection” year, we will be able to take remedial measures in a timely manner.

As a result of the foregoing legislative and regulatory developments in the United States, 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 shares or ADSs.

Additional remedial measures could be imposed on certain PRC-based accounting firms, including our independent registered public accounting firm, in administrative proceedings instituted by the SEC, as a result of which our financial statements may be determined to not be in compliance with the requirements of the Exchange Act, if at all.

In December 2012, the SEC brought administrative proceedings against the PRC-based “big four” accounting firms, including our independent registered public accounting firm, alleging that they had violated

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U.S. securities laws by failing to provide audit work papers and other documents related to certain other PRC-based companies under investigation by the SEC. On January 22, 2014, an initial administrative law decision was issued, censuring and suspending these accounting firms from practicing before the SEC for a period of six months. The decision was neither final nor legally effective until reviewed and approved by the SEC, and on February 12, 2014, the PRC-based accounting firms appealed to the SEC against this decision. In February 2015, each of the four PRC-based accounting firms agreed to a censure and to pay a fine to the SEC to settle the dispute and avoid suspension of their ability to practice before the SEC. The settlement required the firms to follow detailed procedures to seek to provide the SEC with access to such firms’ audit documents via the CSRC. If the firms did not follow these procedures or if there is a failure in the process between the SEC and the CSRC, the SEC could impose penalties such as suspensions, or it could restart the administrative proceedings. Under the terms of the settlement, the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with prejudice four years after entry of the settlement. The four-year mark occurred on February 6, 2019. While we cannot predict if the SEC will further challenge the four PRC-based accounting firms’ compliance with U.S. law in connection with U.S. regulatory requests for audit work papers or if the results of such challenge would result in the SEC imposing penalties such as suspensions.

In the event that the PRC-based “big four” accounting firms become subject to additional legal challenges by the SEC or PCAOB, depending upon the final outcome, listed companies in the U.S. with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companies and the market price of the ADSs may be adversely affected.

If our independent registered public accounting firm were denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our consolidated financial statements, our consolidated financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delay or abandonment of this offering, delisting of the ADSs from the NYSE or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of the ADSs in the U.S.

The ability of U.S. authorities to bring actions for violations of U.S. securities law and regulations against us, our directors, executive officers or the expert named in this prospectus may be limited. Therefore, you may not be afforded the same protection as provided to investors in U.S. domestic companies.

The SEC, the U.S. Department of Justice, or the DOJ, and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies such as us, and non-U.S. persons, such as our directors and executive officers in China. Due to jurisdictional limitations, matters of comity and various other factors, the SEC, the DOJ and other U.S. authorities may be limited in their ability to pursue bad actors, including in instances of fraud, in emerging markets such as China. We conduct our operations mainly in China and our assets are mainly located in China. In addition, a majority of our directors and executive officers reside within China. There are significant legal and other obstacles for U.S. authorities to obtain information needed for investigations or litigation against us or our directors, executive officers or other gatekeepers in case we or any of these individuals engage in fraud or other wrongdoing. In addition, local authorities in China may be constrained in their ability to assist U.S. authorities and overseas investors in connection with legal proceedings. As a result, if we, our directors, executive officers or other gatekeepers commit any securities law violation, fraud or other financial misconduct, the U.S. authorities may not be able to conduct effective investigations or bring and enforce actions against us, our directors, executive officers or other gatekeepers. 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.

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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China, based on United States or other foreign laws, against us, our directors, executive officers or the expert named in this prospectus. Therefore, you may not be able to enjoy the protection of such laws in an effective manner.

We conduct our operations mainly in China, and our assets are mainly located in China. In addition, a majority of our directors and executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon us, our directors and executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Even if you obtain a judgment against us, our directors, executive officers or the expert named in this prospectus in a U.S. court or other court outside China, you may not be able to enforce such judgment against us or them in China. China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts in the United States, the United Kingdom, Japan or most other western countries. Therefore, recognition and enforcement in China of judgments of a court in any of these jurisdictions may be difficult or impossible. In addition, you may not be able to bring original actions in China based on the U.S. or other foreign laws against us, our directors, executive officers or the expert named in this prospectus. As a result, shareholder claims that are common in the U.S., including class actions based on securities law and fraud claims, are difficult or impossible to pursue as a matter of law and practicality in China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. 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. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law is not yet available, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by investors in protecting your interests. If an investor is unable to bring a U.S. claim or collect on a U.S. judgment, the investor may have to rely on legal claims and remedies available in China or other overseas jurisdictions where a China-based issuer, such as our company, may maintain assets. The claims and remedies available in these jurisdictions are often significantly different from those available in the United States and difficult to pursue. Therefore, you may not be able to effectively enjoy the protection offered by the U.S. laws and regulations that are intended to protect public investors.

Risks Relating to This Offering

There has been no public market for our shares or the ADSs prior to this offering, and you may not be able to resell the ADSs at or above the price you paid, or at all.

Prior to this offering, there has been no public market for our shares or ADSs. We [will apply] for approval of the ADSs representing Class A ordinary shares for listing on the NYSE. Our Class A ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for the ADSs does not develop after this offering, the market price and liquidity of the ADSs will be materially and adversely affected.

Negotiations with the underwriters will determine the initial public offering price for the ADSs which may bear no relationship to their market price after the initial public offering. There can be no assurance that an active trading market for the ADSs will develop or that the market price of the ADSs will not decline below the initial public offering price.

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The trading price of the ADSs may be volatile, which could result in substantial losses to you.

The trading prices of the ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. In particular, stock prices for certain PRC-based companies have fluctuated partly due to the underperformance or deteriorating financial results of other listed companies based in China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinese companies’ securities after their offerings, including technology companies and transaction service platforms, may affect the attitudes of investors toward Chinese companies listed in the U.S., which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the U.S., China and other jurisdictions in late 2008, early 2009, the second half of 2011, 2015 and the first quarter of 2020. In particular, concerns about the economic impact of the coronavirus outbreak have triggered significant price fluctuations in the U.S. stock market. All these fluctuations and incidents may have a material and adverse effect on the trading price of the ADSs.

In addition to the above factors, the price and trading volume of the 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 our 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 our quarterly results of operations and changes or revisions of our 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 issued shares or ADSs; and

• sales or perceived potential sales of additional Class A ordinary shares or ADSs.

As our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$         per ADS (assuming no exercise of outstanding options to acquire ordinary shares and no exercise of the underwriters’ option to purchase additional ADSs), representing the difference between our pro forma as adjusted net tangible book value per ADS of US$        , as of December 31, 2020, after giving effect to this offering, and the assumed initial public offering price of

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US$             per ADS. In addition, you will experience further dilution to the extent that our Class A ordinary shares are issued upon the vesting of the options granted under our share incentive plans. Class A ordinary shares issuable under our share incentive plans may be issued at a purchase price on a per ADS basis that is less than the public offering price per ADS in this offering. See “Dilution” for a more complete description of how the value of your investment in the ADSs will be diluted upon completion of this offering.

Because we do not expect to pay cash dividends in the foreseeable future after this offering, you may not receive any return on your investment unless you sell your Class A ordinary shares or ADSs for a price greater than that which you paid for them.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. See “Dividend Policy.” Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that our ADSs will appreciate in value after this offering or even maintain the price at which you purchased our ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.

Substantial future sales or perceived potential sales of the ADSs in the public market could cause the price of the ADSs to decline.

Sales of our ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline significantly. Upon completion of this offering, we will have              Class A ordinary shares and 3,068,619,066 Class B ordinary shares outstanding, including                  Class A ordinary shares represented by ADSs newly issued in connection with this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. We, our directors, executive officers, and existing shareholders have agreed not to sell any Class A ordinary shares or ADSs for 180 days after the date of this prospectus without the prior written consent of the underwriters, subject to certain exceptions. All ADSs representing our Class A ordinary shares sold in this offering are expected to be freely transferable by persons other than our “affiliates” without restriction or additional registration under the U.S. Securities Act of 1933, as amended, or the Securities Act. All of the other ordinary shares outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described above, subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act. Any or all of these ordinary shares may be released prior to the expiration of the applicable lock-up period at the discretion of the designated representatives. To the extent shares are released before the expiration of the applicable lock-up period and sold into the market, the market price of the ADSs could decline significantly. See “Shares Eligible for Future Sale—Lock-up Agreements.”

Certain major holders of our ordinary shares after completion of this offering will have the right to cause us to register under the Securities Act the sale of their shares, subject to the applicable lock-up periods in connection with this offering. Registration of these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of ADSs representing these registered shares in the public market could cause the price of the ADSs to decline significantly.

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You, as holders of ADSs, may have fewer rights than holders of our Class A ordinary shares and must act through the depositary to exercise those rights.

Holders of ADSs do not have the same rights of our shareholders and may only exercise the voting rights with respect to the underlying Class A ordinary shares in accordance with the provisions of the deposit agreement. Under our post-listing memorandum and articles of association, the minimum notice period required to convene a general meeting will be ten days. When a general meeting is convened, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw your Class A ordinary shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting materials to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but there can be no assurance that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders’ meeting.

As an ADS holder, your rights to pursue claims against the depositary are limited by the terms of the deposit agreement, and the deposit agreement may be amended or terminated without your consent.

Under the deposit agreement, any action or proceeding against or involving the depositary, arising out of or based upon the deposit agreement or the transactions contemplated thereby or by virtue of owning the ADSs (including any such action or proceeding that may arise under the Securities Act or Exchange Act) may only be instituted in a state or federal court in New York, New York, and you, as a holder of our ADSs, will have irrevocably waived any objection which you may have to the laying of venue of any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. Also, we and the depositary may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you will be deemed to have agreed to be bound by the deposit agreement as amended, unless such amendment is found to be invalid under any applicable laws, including the federal securities law. See “Description of American Depositary Shares” for more information.

Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the U.S. unless we register both the distribution and sale of the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the distribution and sale of the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings in the future and may experience dilution in your holdings.

You may not receive cash dividends or other distributions if the depositary determines it is illegal or impractical to make them available to you.

The depositary will pay cash distribution on the ADSs only to the extent that we decide to distribute dividends on our Class A ordinary shares or other deposited securities, and we do not have any present plan to pay any cash dividends in the foreseeable future. See “Dividend Policy.” To the extent that there is a distribution, the depositary of the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian

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receives on our Class A ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is illegal or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, which could lower our profits or make it more difficult to run our business.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and NYSE, impose various requirements on the corporate governance practices of public companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. In addition, once we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. 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.

As a company with less than US$1.07 billion in net revenues for our last financial year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. Once we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.

In the past, shareholders of a public company often brought securities class action suits against companies following periods of instability in the market price of those companies’ securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties.

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In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Our post-listing memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders’ opportunity to sell their shares, including ordinary shares represented by the ADSs, at a premium.

We have adopted the post-listing memorandum and articles of association to be effective immediately prior to the completion of this offering that contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our Class A ordinary shares and ADSs may be materially and adversely affected. In addition, our post-listing memorandum and articles of association contain other provisions that could limit the ability of third parties to acquire control of our company or cause us to engage in a transaction resulting in a change of control, including a provision that entitles each Class B ordinary share to 30 votes in respect of all matters subject to a shareholders’ vote.

Our post-listing memorandum and articles of association provide that the courts of the Cayman Islands and the U.S. federal courts will be the exclusive forums for substantially all disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

Our post-listing articles of association expected to be effective immediately prior to the completion of this offering 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 (Revised) of the Cayman Islands or our articles of association, 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).

These exclusive-forum provisions may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any

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person or entity purchasing or otherwise acquiring any of our shares or other security, such as the ADSs, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our post-listing articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have an adverse effect on our business and financial performance.

ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing our ADSs representing our Class A ordinary shares provides that, to the extent permitted by law, holders of our ADSs waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the ADSs or the deposit agreement, including any claims under U.S. federal securities laws. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. In fact, you cannot waive our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. If we or the depositary oppose a jury trial demand based on the above-mentioned jury trial waiver, the court will determine whether the waiver is enforceable in the facts and circumstances of that case in accordance with applicable case law. The deposit agreement governing our ADSs provides that, (i) the deposit agreement and the ADSs will be interpreted in accordance with the laws of the State of New York, and (ii) as an owner of ADSs, you irrevocably agree that any legal action arising out of the deposit agreement and the ADSs involving us or the depositary may only be instituted in a state or federal court in the city of New York. While to our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court. We believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York by a federal or state court in the City of New York. In determining whether to enforce a jury trial waiver provision, New York courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim, none of which we believe are applicable in the case of the deposit agreement or the ADSs. If you or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is brought against us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims and the venue of the hearing.

Moreover, as the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that, as a matter of construction of the clause, the waiver would likely to continue to apply to ADS holders who withdraw the Class A ordinary shares from the ADS facility with respect to claims arising before the cancelation of the ADSs and the withdrawal of the Class A ordinary shares, and the waiver would most likely not apply to ADS holders who subsequently withdraw the Class A ordinary shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal. However, to our knowledge, there has been no case law on the applicability of the jury trial waiver to ADS holders who withdraw the Class A ordinary shares represented by the ADSs from the ADS facility.

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The depositary for the ADSs will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect your interests.

Under the deposit agreement for the ADSs, if you do not vote, the depositary will give us a discretionary proxy to vote our Class A ordinary shares underlying your ADSs at shareholders’ meetings unless:

• we have instructed the depositary that we do not wish a discretionary proxy to be given;

• we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

• a matter to be voted on at the meeting would materially and adversely affect the rights of shareholders; or

• the voting at the meeting is to be made on a show of hands.

The effect of this discretionary proxy is that if you do not vote at shareholders’ meetings, you cannot prevent our Class A ordinary shares underlying your ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and the common law of the Cayman Islands.

The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law may be narrower in scope or less developed than they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands have a less developed body of securities laws than the U.S. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under the post-listing memorandum and articles of association expected to be effective immediately prior to completion of this offering, to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the U.S. For a discussion of significant differences between the provisions of the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see “Description of Share Capital—Differences in Corporate Law.”

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q, quarterly certifications by the principal executive and financial officers or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. For example, U.S. domestic issuers are required to file annual reports within 60 to 90 days from the end of each fiscal year. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

We are an emerging growth company and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We will take advantage of the extended transition period. As a result of this election, our financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

If we are a passive foreign investment company for United States federal income tax purposes for any taxable year, United States holders of our ADSs or Class A ordinary shares could be subject to adverse United States federal income tax consequences.

A non-United States corporation will be a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of the value of its assets (generally determined based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether a non-United States corporation is a PFIC for that year. Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill (which we have determined based on the expected price of our ADSs in this offering), we do not expect to be a PFIC for the current taxable year or in the foreseeable future, although there can be no assurance in this regard.

It is possible that we may be a PFIC for the current or any future taxable year due to changes in our asset or income composition. The composition of our assets and income may be affected by how, and how quickly, we use

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our liquid assets and the cash raised in this offering. Because we have valued our goodwill based on the expected market value of our ADSs, a decrease in the price of our ADSs may also result in our becoming a PFIC. In addition, there is no assurance that a portion of the value of our goodwill will not be attributable to our credit solutions business, in which case the value of our goodwill that is treated as an active asset will be lower than the total value of our goodwill.

In addition, there is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIEs for United States federal income tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of our consolidated VIEs. If it is determined, contrary to our view, that we do not own the equity of our consolidated VIEs for United States federal income tax purposes (for instance, because the relevant PRC authorities do not respect these arrangements), we may be treated as a PFIC.

If we are a PFIC for any taxable year during which a United States person holds ADSs or Class A ordinary shares, certain adverse United States federal income tax consequences could apply to such United States person. See “Taxation—Certain United States Federal Income Tax Considerations—Passive Foreign Investment Company.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.

We are a company incorporated in the Cayman Islands, and we have applied for listing of the ADSs on the NYSE. The NYSE market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listing standards.

Among other things, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors; (iii) have a minimum of three members on the audit committee; (iv) obtain shareholders’ approval for issuance of securities in certain situations; or (v) have regularly scheduled executive sessions with only independent directors each year.

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.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry” and “Business.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

• our goal and strategies;

• our expansion plans;

• our future business development, financial condition and results of operations;

• expected changes in our revenues, costs or expenses;

• industry landscape of, and trends in, China’s road transportation market;

• competition in our industry;

• our expectations regarding demand for, and market acceptance of, our services;

• our expectations regarding our relationships with shippers, truckers and other ecosystem participants;

• our ability to protect our systems and infrastructures from cyber-attacks;

• our expectation regarding the use of proceeds from this offering;

• PRC laws, regulations, and policies relating to the road transportation market; and

• general economic and business conditions.

This prospectus also contains market data relating to the road transportation market in China, including market position, market size, and growth rates of the markets in which we participate, that are based on industry publications and reports. This prospectus contains statistical data and estimates published by China Insights Consultancy, including a report which we commissioned China Insights Consultancy to prepare and for which we paid a fee. This information involves a number of assumptions, estimates and limitations. These industry publications, surveys and forecasts generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Nothing in such data should be construed as advice. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The road transportation market in China may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may have a material adverse effect on our business and the market price of the ADSs. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and elsewhere in this prospectus. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we have referred to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$         , or approximately US$          if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us and based upon an assumed initial public offering price of US$          per ADS (the mid-point of the estimated initial public offering price range shown on the front cover of this prospectus). A US$1.00 increase (decrease) in the assumed initial public offering price of US$          per ADS would increase (decrease) the net proceeds to us from this offering by US$         , after deducting the estimated underwriting discounts and commissions and estimated aggregate offering expenses payable by us and assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus.

We plan to use the net proceeds of this offering as follows:

• approximately             % for investment in infrastructure development and technology innovation;

• approximately             % for expansion of service offerings; and

• the balance for general corporate purposes, including working capital needs and potential acquisitions and investments (although we are not currently negotiating any such acquisitions or investments).

The foregoing represents our intentions as of the date of this prospectus with respect of the use and allocation of the net proceeds of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus.

To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend to invest our net proceeds in short-term, interest bearing, debt instruments or bank deposits.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to our consolidated VIEs only through loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. For further information, see “Risk Factors—Risks Relating to Doing Business in China—PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries.”

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DIVIDEND POLICY

Since inception, we have not declared or paid any dividends on our shares. We do not have any present plan to declare or pay any dividends on our ordinary shares or ADSs in the foreseeable future. We intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Any other future determination to pay dividends will be made at the discretion of our board of directors. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount may be based on a number of factors, including our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the Class A ordinary shares underlying the ADSs to the depositary, as the registered holder of such Class A ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to the Class A ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, net of the fees and expenses payable thereunder. See “Description of American Depositary Shares.” Cash dividends on our Class A ordinary shares, if any, will be paid in U.S. dollars.

We are a holding company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholders, we may rely on dividends distributed by our PRC subsidiaries for our cash requirements. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. For example, certain payments from our PRC subsidiaries to us may be subject to PRC withholding income tax. In addition, regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cash dividends. See “Risk Factors—Risks Relating to Doing Business in China—We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.”

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CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2020 presented on:

• an actual basis;

• a pro forma basis to reflect (i) the repurchase of 10,000,000 Class A ordinary shares from DWJ Partners Limited in January 2021, (ii) the reclassification of 800,000,000 Class A ordinary shares held by Full Load Logistics Information Co., Ltd, or Full Load Logistics, and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and (iv) the automatic conversion of the remaining outstanding preferred shares into              Class A ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and

• a pro forma as adjusted basis to give effect to (i) the repurchase of 10,000,000 Class A ordinary shares from DWJ Partners Limited in January 2021, (ii) the reclassification of 800,000,000 Class A ordinary shares held by Full Load Logistics and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the automatic conversion of the remaining outstanding preferred shares into              Class A ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and (v) the issuance and sale of the Class A ordinary shares in the form of ADSs offered hereby at an assumed initial public offering price of US$          per ADS, the mid-point of the estimated public offering price range shown on the front cover of this prospectus, after deducting underwriting discounts, commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters’ option to purchase additional ADSs.

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The pro forma and pro forma as adjusted information below is illustrative only and our capitalization following the closing of this offering is subject to adjustment based on the initial public offering price of the ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of December 31, 2020
	Actual						Pro Forma (unaudited)		Pro Forma as Adjusted (unaudited)
	RMB			US$			RMB	US$	RMB	US$
	(in thousands)
Mezzanine equity:
Convertible redeemable preferred shares		32,846,087			5,033,886
Subscription receivables		(1,310,140	)		(200,791	)
Total mezzanine equity		31,535,947			4,833,095
Shareholders’ deficit:
Class A ordinary shares (US$0.00001 par value, 33,562,015,467 shares authorized, 3,517,944,736 shares issued and outstanding as of December 31, 2020)		233			35
Class B ordinary shares (US$0.00001 par value, 963,610,653 shares authorized, 963,610,653 shares issued and outstanding as of December 31, 2020)		63			10
Additional paid-in capital		3,809,060			583,764
Accumulated other comprehensive income		1,072,307			164,338
Accumulated deficit		(13,365,806	)		(2,048,399	)
Total Shareholders’ deficit		(8,484,143	)		(1,300,252	)
Non-controlling interests		422			65
Total Full Truck Alliance Co. Ltd. deficit		(8,483,721	)		(1,300,187	)
Total capitalization		25,133,356			3,851,855

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DILUTION

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per Class A ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently issued ordinary shares and holders of our preferred shares which will automatically convert into our Class A ordinary shares upon the completion of this offering.

Our net tangible book value as of December 31, 2020 was approximately negative US$1,815 million, or negative US$0.53 per ordinary share as of that date, and negative US$         per ADS. Net tangible book value represents the amount of our total consolidated assets, less the amount of our intangible assets, goodwill, total consolidated liabilities and mezzanine equity. Dilution is determined by subtracting net tangible book value per ordinary share from our consolidated total assets, after giving effect to (i) the repurchase of 10,000,000 Class A ordinary shares from DWJ Partners Limited in January 2021, (ii) the reclassification of 800,000,000 Class A ordinary shares held by Full Load Logistics and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the automatic conversion of the remaining outstanding preferred shares into              Class A ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and (v) the issuance and sale by us of shares represented by ADSs in this offering at an assumed initial public offering price of US$         per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus) after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after December 31, 2020, other than to give effect to (i) the repurchase of 10,000,000 Class A ordinary shares from DWJ Partners Limited in January 2021, (ii) the reclassification of 800,000,000 Class A ordinary shares held by Full Load Logistics and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the automatic conversion of the remaining outstanding preferred shares into              Class A ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and (v) the issuance and sale by us of                      Class A ordinary shares in the form of ADSs in this offering at an assumed initial public offering price of US$         per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus) after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2020 would have been US$         million, or US$         per issued ordinary share and US$         per ADS. This represents an immediate increase in net tangible book value of US$         per ordinary share and US$         per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$         per ordinary share and US$         per ADS to investors purchasing ADSs in this offering.

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The following table illustrates such dilution:

	Per Ordinary Share		Per ADS
Actual net tangible book value as of December 31, 2020	US$	(0.53)	US$
Pro forma net tangible book value after giving effect to (i) the repurchase of 10,000,000 Class A ordinary shares from DWJ Partners Limited in January 2021, (ii) the reclassification of 800,000,000 Class A ordinary shares held by Full Load Logistics and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and (iv) the automatic conversion of the remaining outstanding preferred shares into              Class A ordinary shares	US$		US$
Pro forma as adjusted net tangible book value after giving effect to (i) the repurchase of 10,000,000 Class A ordinary shares from DWJ Partners Limited in January 2021, (ii) the reclassification of 800,000,000 Class A ordinary shares held by Full Load Logistics and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the automatic conversion of the remaining outstanding preferred shares into              Class A ordinary shares and (v) this offering	US$		US$
Assumed initial public offering price	US$		US$
Dilution in net tangible book value to new investors in the offering	US$		US$

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2020, the differences between existing shareholders, including holders of our preferred shares, and the new investors with respect to the number of ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share and per ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include Class A ordinary shares underlying the ADSs issuable upon the exercise of the option to purchase additional ADSs granted to the underwriters.

	Ordinary Shares Total			Total Consideration			Average Price per Ordinary Share Equivalent	Average Price per ADS Equivalent
	Number	Percent		Amount	Percent
Existing shareholders			%	US$		%	US$	US$
New investors			%	US$		%	US$	US$
Total			%	US$		%

A US$1.00 increase (decrease) in the assumed public offering price of US$        per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to the offering by US$         million, the pro forma as adjusted net tangible book value per ordinary share and per ADS after giving effect to this offering by US$         per ordinary share and US$         per ADS and the dilution in pro forma as adjusted net tangible book

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value per ordinary share and per ADS to new investors in this offering by US$         per ordinary share and US$         per ADS, assuming no change to the number of ADS offered by us as set forth on the front cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the ADSs and other terms of this offering determined at pricing.

The discussion and tables above take into consideration the automatic conversions of all of our outstanding preferred shares immediately upon the completion of this offering, and they do not take into consideration of the outstanding options granted under the 2018 Plan. As of the date of this prospectus, there are also (i) 104,463,233 Class A ordinary shares issuable to Sinopec or convertible from the Series A-16 preferred shares issuable to Sinopec, as the case may be; (ii) 209,203,916 Class A ordinary shares issuable upon the exercise of 209,203,916 outstanding options under the 2018 Plan; and (iii) 231,712,193 Class A ordinary shares available for future issuance upon the exercise of future grants under the 2018 Plan and 466,685,092 ordinary shares initially reserved for future issuance under the 2021 Plan. If any of these options are exercised, there will be further dilution to new investors.

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ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

Substantially all of our operations are conducted in the PRC, and substantially all of our assets are located in the PRC. In addition, most of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States federal securities laws against us and our officers and directors.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Conyers Dill & Pearman, our counsel as to Cayman Islands law, and CM Law Firm, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States and (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Conyers Dill & Pearman has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the United States courts under the civil liability provisions of the securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company. Because the courts of the Cayman Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the Cayman Islands. Conyers Dill & Pearman has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.

In addition, Conyers Dill & Pearman has advised us that there is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the Cayman Islands will generally recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts in the United States against us under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief and would give a judgment based thereon provided that (i) such courts had proper jurisdiction over the parties subject to such judgment; (ii) such courts did not contravene the rules of natural justice of the Cayman Islands; (iii) such judgment was not obtained by fraud; (iv) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (v) no

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new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (vi) there is due compliance with the correct procedures under the laws of the Cayman Islands.

CM Law Firm has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. CM Law Firm has advised us further that under PRC law, a foreign judgment, which does not otherwise violate basic legal principles, state sovereignty, safety or social public interest, may be recognized and enforced by a PRC court, based either on treaties between China and the country where the judgment is rendered or on principles of reciprocity between jurisdictions. As there exists no treaty or other form of written arrangement between China and the United States governing the recognition and enforcement of judgments as of the date of this prospectus, including those predicated upon the liability provisions of the United States federal securities laws, there is uncertainty whether and on what basis a PRC court would enforce judgments rendered by United States courts.

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OUR HISTORY AND CORPORATE STRUCTURE

The operations of Yunmanman commenced in 2013. Prior to December 2017, the Yunmanman platform was operated by the subsidiaries and variable interest entities of Full Truck Logistics Information Co. Ltd, an exempted company incorporated under the laws of the Cayman Islands. The operations of Huochebang commenced in 2011. Prior to December 2017, the Huochebang platform was operated by the subsidiaries and variable interest entities of Truck Alliance Inc., an exempted company incorporated under the laws of the Cayman Islands.

In December 2017, Full Truck Logistics Information Co. Ltd and Truck Alliance Inc. merged into Full Truck Alliance Co. Ltd., an exempted company incorporated under the laws of the Cayman Islands.

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 Shanghai Xiwei Information Consulting Co., Ltd., or Shanghai Xiwei, Beijing Yunmanman Technology Co., Ltd., or Beijing Yunmanman, and Guizhou FTA Logistics Technology Co., Ltd., or Guizhou FTA, which are our consolidated VIEs. Our consolidated VIEs and their subsidiaries hold certain licenses required to operate our business in China. We gained control over Shanghai Xiwei and Beijing Yunmanman through Jiangsu Manyun by entering into a series of contractual arrangements with Shanghai Xiwei, Beijing Yunmanman and their respective shareholders. In addition, we gained control over Guizhou FTA through FTA Information by entering into a series of contractual arrangements with Guizhou FTA and its shareholders. For more details and risks related to our variable interest entity structure, please see “—Contractual Arrangements with the VIEs and their Shareholders” and “Risk Factors—Risks Relating to Our Corporate Structure.”

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Our Corporate Structure

The following diagram illustrates our corporate structure with our principal subsidiaries as of the date of this prospectus. Certain entities that are immaterial to our results of operations, business and financial condition are omitted. Equity interests depicted in this diagram are held as to 100%.

(1) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 65% and 35% equity interest, respectively, in Beijing Yunmanman. Mr. Peter Hui Zhang is our founder, chairman of our board of directors and chief executive officer. Ms. Guizhen Ma is a director and a member of our management. Beijing Yunmanman is not currently engaged in any material business operation.

(2) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 60% and 40% equity interest, respectively, in Shanghai Xiwei. Shanghai Xiwei and its subsidiaries are primarily involved in operating our Yunmanman apps and providing freight matching services and value-added services.

(3) Includes one insignificant subsidiary that is wholly-owned by Shanghai Xiwei and two other insignificant subsidiaries, each with 51% equity interest held by Shanghai Xiwei.

(4) Includes five insignificant subsidiaries that are wholly-owned by Manyun Software and one other insignificant subsidiary with 70% equity interest held by Manyun Software.

(5) Mr. Peter Hui Zhang and Ms. Guizhen Ma hold 70% and 30% equity interest, respectively, in Guizhou FTA. Guizhou FTA and its subsidiaries are primarily involved in operating our Huochebang apps and providing freight matching services and value-added services. Previously, Guiyang Huochebang was a consolidated VIE of FTA Information. Guizhou FTA was a newly established entity. In March 2021, as directed by FTA Information, Guizhou FTA acquired 100% of equity interest in Guiyang Huochebang for a nominal price from the shareholders of Guiyang Huochebang pursuant to the contractual arrangements between FTA Information and the shareholders of Guiyang Huochebang, and FTA Information gained control over Guizhou FTA through contractual arrangements. Guiyang Huochebang continues to hold the licenses required to operate its business following such transactions.

(6) Includes 21 insignificant subsidiaries that are wholly-owned by Guiyang Huochebang

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Contractual Arrangements with the VIEs and Their Shareholders

Current 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 are a company registered in the Cayman Islands. See “Regulation—Regulations Related to Foreign Investment.” Jiangsu Manyun and FTA Information are considered as foreign-invested enterprises. We effectively control our consolidated VIEs through these contractual arrangements, as described in more detail below, which collectively enables us to:

• exercise effective control over our consolidated VIEs and their subsidiaries;

• receive substantially all the economic benefits of our consolidated VIEs; and

• have an exclusive option to purchase all or part of the equity interests in all or part of the assets when and to the extent permitted by PRC law.

As a result of these contractual arrangements, we are the primary beneficiary of our consolidated VIEs and their subsidiaries. We have consolidated their financial results in our consolidated financial statements in accordance with U.S. GAAP.

In the opinion of CM Law Firm, our PRC legal counsel:

• the ownership structures of Jiangsu Manyun, FTA Information and our consolidated VIEs in China, both currently and immediately after giving effect to this offering, do not and will not violate any applicable PRC law, regulation, or rule currently in effect; and

• the contractual arrangements among Jiangsu Manyun, FTA Information, our consolidated VIEs and their shareholders 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 will not violate any applicable PRC law, regulation, or rule currently in effect.

However, there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations related to the contractual arrangements. We have been further advised by our PRC legal counsel that if the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC government restrictions on foreign investment in the aforesaid business we engage in, we could be subject to severe penalties including being prohibited from continuing operations. See “Risk Factors—Risks Relating to Our Corporate Structure.”

All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. For additional information, see “Risk Factors—Risks Relating to Our Corporate Structure—We rely on contractual arrangements with our consolidated VIEs and their shareholders to conduct a substantial part of our operations in China, which may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business.”

The following is a summary of the currently effective contractual arrangements by and among (i) Jiangsu Manyun, Shanghai Xiwei and its shareholders, (ii) Jiangsu Manyun, Beijing Yunmanman and its shareholders, and (iii) FTA Information, Guizhou FTA and its shareholders.

Contractual arrangements with Shanghai Xiwei and its shareholders

The original set of contractual arrangements with Shanghai Xiwei and its shareholders was entered into in September 2014. In connection with the transfer of equity interest in Shanghai Xiwei by one of its shareholders, we entered into a new set of equity interest pledge agreement, power of attorney, exclusive option agreement and spouse consent letters with the current shareholders of Shanghai Xiwei and their respective spouse, as applicable, in February 2021.

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Agreements that provide us with effective control over Shanghai Xiwei and its subsidiaries

Equity Interest Pledge Agreement. Pursuant to the equity interest pledge agreement, each shareholder of Shanghai Xiwei has pledged all of such shareholder’s equity interest in Shanghai Xiwei as a security interest, as applicable, to respectively guarantee Shanghai Xiwei and its shareholders’ performance of their obligations under the relevant contractual arrangement, which include the exclusive service agreement, exclusive option agreement and power of attorney. If Shanghai Xiwei or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Manyun, as pledgee, will be entitled to certain rights regarding the pledged equity interests. In the event of such breaches, Jiangsu Manyun to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest. Each of the shareholders of Shanghai Xiwei agrees that, during the term of the equity interest pledge agreement, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Manyun. The equity interest pledge agreement remains effective until all obligations under the relevant contractual agreements have been fully performed and all secured indebtedness have been fully paid, whichever is later. As of the date of this prospectus, the equity interest pledges by the shareholders of Shanghai Xiwei pursuant to the equity interest pledge agreement have been registered with the relevant local counterpart of the State Administration for Market Regulation, or the SAMR.

Spousal Consent Letters. Pursuant to the respective spousal consent letters, each of the spouses of the applicable individual shareholders of Shanghai Xiwei 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 they have rights or obligations under these agreements. In addition, each of them agrees not to assert any rights over the equity interest in Shanghai Xiwei held by her respective spouses or over the management of Shanghai Xiwei. In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Shanghai Xiwei held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements.

Power of Attorney. Pursuant to the power of attorney, each shareholder of Shanghai Xiwei has irrevocably authorized Jiangsu Manyun to exercise the following rights relating to all equity interests held by such shareholder in Shanghai Xiwei 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 Shanghai Xiwei according to the applicable PRC laws and Shanghai Xiwei’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights, including but not limited designating and appointing the directors of Shanghai Xiwei; (ii) asset transfer, capital reduction and capital increase of Shanghai Xiwei; and (iii) other decisions that would have a material effect on Shanghai Xiwei’s assets and operations.

Agreement that allows us to receive economic benefits from Shanghai Xiwei and its subsidiaries

Exclusive Service Agreement. Under the exclusive service agreement, Shanghai Xiwei appoints Jiangsu Manyun as its exclusive services provider to provide Shanghai Xiwei with services related to Shanghai Xiwei’s business during the term of the exclusive service agreement. In consideration of the services provided by Jiangsu Manyun, Shanghai Xiwei shall pay Jiangsu Manyun annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Shanghai Xiwei’s profit before taxation for the previous year. Such annual service fees can be adjusted based on Jiangsu Manyun’s services and Shanghai Xiwei’s operations to the extent agreed by Jiangsu Mangyu in writing. The exclusive service agreement remains effective from September 10, 2014 unless terminated in writing by Jiangsu Manyun.

Agreement that provides us with the option to purchase the equity interest in Shanghai Xiwei

Exclusive Option Agreement. Pursuant to the exclusive option agreement, Shanghai Xiwei and each of Shanghai Xiwei’s shareholders have irrevocably granted Jiangsu Manyun an irrevocable and exclusive right to

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purchase, or designate one or more entities or persons to purchase, the equity interests in Shanghai Xiwei then held by its shareholders at once or at multiple times at any time in part or in whole at Jiangsu Manyun’s sole and absolute discretion to the extent permitted by PRC law. The purchase price for the equity interests in Shanghai Xiwei shall equal to the minimum price permitted by PRC law. This agreement will remain effective until all equity interests of Shanghai Xiwei held by its shareholders have been transferred or assigned to Jiangsu Manyun or its designated entities or persons.

Contractual arrangements with Beijing Yunmanman and its shareholders

The original set of contractual arrangements with Beijing Yunmanman and its shareholders was entered into in September 2014. In connection with the transfer of equity interest in Beijing Yunmanman by one of its shareholders, we entered into a new set of contractual arrangements with Beijing Yunmanman, its current shareholders and their respective spouse, as applicable, in March 2021.

Agreements that provide us with effective control over Beijing Yunmanman and its subsidiaries

Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements, each shareholder of Beijing Yunmanman has pledged all of such shareholder’s equity interest in Beijing Yunmanman as a security interest, as applicable, to respectively guarantee Beijing Yunmanman and its shareholders’ performance of their obligations under the relevant contractual arrangement, which include the exclusive service agreement, exclusive option agreement and power of attorney. If Beijing Yunmanman or any of its shareholders breaches their contractual obligations under these agreements, Jiangsu Manyun, as pledgee, will be entitled to certain rights regarding the pledged equity interests. In the event of such breaches, Jiangsu Manyun to the extent permitted by PRC laws may exercise the right to enforce the pledge through purchase, auction or sale of the equity interest. Each of the shareholders of Beijing Yunmanman agrees that, during the term of the equity interest pledge agreements, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of Jiangsu Manyun. The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed and all secured indebtedness have been fully paid, whichever is later. As of the date of this prospectus, the equity interest pledges by the shareholders of Beijing Yunmanman pursuant to the equity interest pledge agreements have been registered with the relevant local counterpart of the SAMR.

Spousal Consent Letters. Pursuant to the respective spousal consent letters, each of the spouses of the applicable individual shareholders of Beijing Yunmanman 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 they have rights or obligations under these agreements. In addition, each of them agrees not to assert any rights over the equity interest in Beijing Yunmanman held by her respective spouses or over the management of Beijing Yunmanman. In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Beijing Yunmanman held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements.

Power of Attorney. Pursuant to the power of attorney, each shareholder of Beijing Yunmanman has irrevocably authorized Jiangsu Manyun to exercise the following rights relating to all equity interests held by such shareholder in Beijing Yunmanman during the term of the power of attorney: to act on behalf of such shareholder as its exclusive agent and attorney with respect to all matters concerning its shareholding in Beijing Yunmanman according to the applicable PRC laws and Beijing Yunmanman’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights, including but not limited designating and appointing the directors of Beijing Yunmanman; (ii) asset transfer, capital reduction and capital increase of Beijing Yunmanman; and (iii) other decisions that would have a material effect on Beijing Yunmanman’s assets and operations.

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Agreement that allows us to receive economic benefits from Beijing Yunmanman and its subsidiaries

Exclusive Service Agreement. Under the exclusive service agreement, Beijing Yunmanman appoints Jiangsu Manyun as its exclusive services provider to provide Beijing Yunmanman with services related to Beijing Yunmanman’s business during the term of the exclusive service agreement. In consideration of the services provided by Jiangsu Manyun, Beijing Yunmanman shall pay Jiangsu Manyun annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Beijing Yunmanman’s profit before taxation for the previous year. Such annual service fees can be adjusted based on Jiangsu Manyun’s services and Beijing Yunmanman’s operations to the extent agreed by Jiangsu Mangyun in writing. The exclusive service agreement remains effective from March 22, 2021 unless terminated in writing by Jiangsu Manyun.

Agreement that provides us with the option to purchase the equity interest in Beijing Yunmanman

Exclusive Option Agreement. Pursuant to the exclusive option agreement, Beijing Yunmanman and each of Beijing Yunmanman’s shareholders have irrevocably granted Jiangsu Manyun an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Beijing Yunmanman then held by its shareholders at once or at multiple times at any time in part or in whole at Jiangsu Manyun’s sole and absolute discretion to the extent permitted by PRC law. The purchase price for the equity interests in Beijing Yunmanman shall equal to the minimum price permitted by PRC law. This agreement will remain effective until all equity interests of Beijing Yunmanman held by its shareholders have been transferred or assigned to Jiangsu Manyun or its designated entities or persons.

Contractual Arrangements with Guizhou FTA and its shareholders

Agreements that provide us with effective control over Guizhou FTA and its subsidiaries

Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements, each shareholder of Guizhou FTA has pledged all of such shareholder’s equity interest in Guizhou FTA as a security interest, as applicable, to respectively guarantee Guizhou FTA and its shareholders’ performance of their obligations under the relevant contractual arrangement, which include the exclusive service agreement, exclusive option agreement and power of attorney. If Guizhou FTA or any of its shareholders breaches their contractual obligations under these agreements, FTA Information, as pledgee, will be entitled to certain rights regarding the pledged equity interests. In the event of such breaches, FTA Information to the extent permitted by PRC laws may exercise the right to enforce the pledges through purchase, auction or sale of the equity interest. Each of the shareholders of Guizhou FTA agrees that, during the term of the equity interest pledge agreements, such shareholder shall not transfer the equity interest, place or permit the existence of any security interest or other encumbrance on the equity interest or any portion thereof, without the prior written consent of FTA Information. The equity interest pledge agreements remain effective until all obligations under the relevant contractual agreements have been fully performed and all secured indebtedness have been fully paid, whichever is later. As of the date of this prospectus, the equity interest pledges by the shareholders of Guizhou FTA pursuant to the equity interest pledge agreements have been registered with the relevant local counterpart of the SAMR.

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 they have rights or obligations under these agreements. In addition, each of them agrees not to assert any rights over the equity interest in Guizhou FTA held by her respective spouses or over the management of Guizhou FTA. In addition, in the event that any of them is required to enter into any agreements related to the equity interest in Guizhou FTA held by their respective spouses or the performance of the above mentioned VIE agreements for any reason, such spouses agree to authorize their respective spouses to enter into such agreements.

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Power of Attorney. Pursuant to the power of attorney, each shareholder of Guizhou FTA has irrevocably authorized FTA Information to exercise the following rights relating to all equity interests held by such shareholder in Guizhou FTA 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 Guizhou FTA according to the applicable PRC laws and Guizhou FTA’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights, including but not limited designating and appointing the directors of Guizhou FTA; (ii) asset transfer, capital reduction and capital increase of Guizhou FTA; and (iii) other decisions that would have a material effect on Guizhou FTA’s assets and operations.

Agreement that allows us to receive economic benefits from Guizhou FTA and its subsidiaries

Exclusive Service Agreement. Under the exclusive service agreement, Guizhou FTA appoints FTA Information as its exclusive services provider to provide Guizhou FTA with services related to Guizhou FTA’s business during the term of the exclusive service agreement. In consideration of the services provided by FTA Information, Guizhou FTA shall pay FTA Information annual service fees, which should be mutually agreed by both parties, but in any event not less than an amount equal to 90% of Guizhou FTA’s profit before taxation for the previous year. Such annual service fees can be adjusted based on FTA Information’s services and Guizhou FTA’s operations to the extent agreed by FTA Information in writing. The exclusive service agreement remains effective from March 12, 2021 unless terminated in writing by FTA Information.

Agreement that provides us with the option to purchase the equity interest in Guizhou FTA

Exclusive Option Agreement. Pursuant to the exclusive option agreement, Guizhou FTA and each of Guizhou FTA’s shareholders have irrevocably granted FTA Information an irrevocable and exclusive right to purchase, or designate one or more entities or persons to purchase, the equity interests in Guizhou FTA then held by its shareholders at once or at multiple times at any time in part or in whole at FTA Information’s sole and absolute discretion to the extent permitted by PRC law. 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.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statement of operations and comprehensive loss data and selected consolidated statement of cash flows data for the years ended December 31, 2019 and 2020 and selected consolidated balance sheet data as of December 31, 2019 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.

Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of results to be expected for any future period. The following selected consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, our consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” both of which are included elsewhere in this prospectus.

The following table presents our selected consolidated statements of operations and comprehensive loss data for the periods indicated.

	For the Years Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands, except share and per share data)
Selected Consolidated Statements of Operations and Comprehensive Loss:
Net revenues (including value-added taxes, “VAT”, of RMB1,359,320 and RMB1,434,015 for the years ended December 31, 2019 and 2020, respectively)		2,473,061			2,580,820			395,528
Operating expenses:
Cost of revenues (including VAT net of refund of VAT, of RMB953,200 and RMB893,909 for the years ended December 31, 2019 and 2020, respectively)(1)		(1,389,864	)		(1,316,017	)		(201,688	)
Sales and marketing expenses(1)		(403,117	)		(454,343	)		(69,631	)
General and administrative expenses(1)		(1,189,423	)		(3,938,565	)		(603,611	)
Research and development expenses(1)		(396,692	)		(413,369	)		(63,352	)
Provision for loans receivables		(127,790	)		(94,160	)		(14,431	)
Total operating expenses		(3,506,886	)		(6,216,454	)		(952,713	)
Other operating income		13,223			21,031			3,223
Loss from operations		(1,020,602	)		(3,614,603	)		(553,962	)
Other (expense) income:
Interest income		229,310			209,832			32,158
Interest expenses		(39,996	)		(8,367	)		(1,282	)
Foreign exchange loss		(4,410	)		(21,276	)		(3,261	)
Investment income		—			3,321			509
Unrealized gains from fair value changes of trading securities and derivative assets		—			18,140			2,780
Other expenses, net		(8,585	)		(5,559	)		(852	)
Impairment loss		(710,331	)		(22,030	)		(3,376	)
Share of loss in equity method investees		(1,729	)		(11,054	)		(1,694	)
Total other (loss) income		(535,741	)		163,007			24,982
Net loss before income tax		(1,556,343	)		(3,451,596	)		(528,980	)
Income tax benefit (expense)		14,676			(19,336	)		(2,963	)
Net loss from continuing operations		(1,541,667	)		(3,470,932	)		(531,943	)
Net income from discontinued operations, net of tax		18,010			452			69

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	For the Years Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands, except share and per share data)
Net loss		(1,523,657	)		(3,470,480	)		(531,874	)
Less: net loss attributable to non-controlling interests		(7	)		(8	)		(1	)
Net loss attributable to Full Truck Alliance Co. Ltd.		(1,523,650	)		(3,470,472	)		(531,873	)
Deemed dividend		—			(120,086	)		(18,404	)
Net loss attributable to ordinary shareholders		(1,523,650	)		(3,590,558	)		(550,277	)
Net loss earning per ordinary share:
Continuing operations		(0.47	)		(1.05	)		(0.16	)
Discontinued operations		0.01			0.00			0.00
Basic and diluted—ordinary shares		(0.46	)		(1.05	)		(0.16	)
Weighted average shares used in calculating net loss per ordinary share:
Basic		3,299,723,079			3,423,687,654			3,423,687,654
Diluted		3,299,723,079			3,423,687,654			3,423,687,654
Net loss		(1,523,657	)		(3,470,480	)		(531,874	)
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of nil		89,399			(498,157	)		(76,346	)
Total comprehensive loss		(1,434,258	)		(3,968,637	)		(608,220	)
Less: comprehensive loss attributable to non-controlling interests		(7	)		(8	)		(1	)
Comprehensive loss attributable to Full Truck Alliance Co. Ltd.		(1,434,251	)		(3,968,629)			(608,219)
Deemed dividend		—			(120,086	)		(18,404	)
Comprehensive loss attributable to ordinary shareholders		(1,434,251	)		(4,088,715	)		(626,623	)

(1) Share-based compensation expenses were allocated as follows:

	For the Year Ended December 31,
	2019		2020
	RMB		RMB		US$
	(in thousands)
General and administrative expenses		455,634		3,341,145		512,053
Sales and marketing expenses		—		94,640		14,504
Research and development expenses		—		42,680		6,541
Cost of revenues		—		7,842		1,202
Total		455,634		3,486,307		534,300

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The following table presents our selected consolidated balance sheets data as of the dates indicated.

	As of December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Selected Consolidated Balance Sheet Data:
Cash and cash equivalents		3,983,721			10,060,391			1,541,822
Total current assets		12,501,355			20,683,351			3,169,861
Total non-current assets		4,457,048			4,450,005			681,994
Total assets		16,958,403			25,133,356			3,851,855
Total current liabilities		2,281,372			1,962,347			300,743
Total non-current liabilities		123,333			118,783			18,204
Total liabilities		2,404,705			2,081,130			318,947
Mezzanine equity (convertible redeemable preferred shares)		21,644,964			31,535,947			4,833,095
Total shareholders’ deficit		(7,091,696	)		(8,484,143	)		(1,300,252	)
Total liabilities, mezzanine equity and shareholders’ deficit		16,958,403			25,133,356			3,851,855

The following table presents our selected consolidated cash flow data for the periods indicated.

	For the Year Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Selected Consolidated Cash Flow Data:
Net cash (used in) provided by operating activities		(923,965	)		574,742			88,084
Net cash used in investing activities		(3,391,199	)		(2,690,895	)		(412,399	)
Net cash provided by financing activities		1,693,225			8,324,448			1,275,777
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		19,884			(127,770	)		(19,581	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(2,602,055	)		6,080,525			931,881
Cash and cash equivalents and restricted cash, beginning of the year		6,681,698			4,079,643			625,233
Cash and cash equivalents and restricted cash, end of the year		4,079,643			10,160,168			1,557,114
Total cash, cash equivalents and restricted cash		4,079,643			10,160,168			1,557,114

Non-GAAP Financial Measures

In evaluating our business, we consider and use non-GAAP adjusted operating income/(loss) and non-GAAP adjusted net income/(loss), each a non-GAAP financial measure, as supplemental measures to review and assess our operating performance. The presentation of non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define non-GAAP adjusted operating income/(loss) as loss from operations excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares from certain employees in excess of fair value and (iii) amortization of intangible assets resulting from business acquisitions. We define non-GAAP adjusted net income/(loss) as net loss excluding (i) share-based compensation expense, (ii) compensation expense resulting from repurchase of ordinary shares from certain employees in excess of fair value, (iii) amortization of intangible assets resulting from business acquisitions, (iv) impairment loss related to a one-time write-off of loans to Guangzhou Zhihong Logistics Co., Ltd. in 2019, (v) tax effects of non-GAAP adjustments and (vi) net income from discontinued operations, net of tax.

With respect to amortization of intangible assets resulting from business acquisitions, the relevant intangible assets were recorded as part of purchase accounting and contribute to revenue generation of our company.

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Amortization of intangible assets resulting from business acquisitions will recur in future periods until such intangible assets have been fully amortized.

We present non-GAAP financial measures because they are used by our management to evaluate our operating performance and formulate business plans. Our non-GAAP financial measures enable our management to assess our operating results without considering the impact of share-based compensation expense and amortization of intangible assets resulting from business acquisitions, which are non-cash charges, compensation expense resulting from repurchase of ordinary shares in excess of fair value, which is a non-recurring charge, impairment loss related to a one-time write-off, which is a non-cash and non-recurring charge and net income from discontinued operations, net of tax, which is non-recurring. We also believe that the use of non-GAAP measures facilitate investors’ assessment of our operating performance.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as an analytical tool. Our non-GAAP financial measures do not reflect all items of expense that affect our operations. Share-based compensation expense has been and may continue to be incurred in our business and is not reflected in the presentation of our non-GAAP financial measures.

We reconcile the non-GAAP financial measures to the nearest U.S. GAAP performance measures. Non-GAAP adjusted operating income/(loss) and non-GAAP adjusted net income/(loss) should not be considered in isolation or construed as an alternative to operating income/(loss) and net income/(loss) or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review our non-GAAP financial measures to the most directly comparable GAAP measures. Our non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

The following table reconciles our non-GAAP adjusted operating income/(loss) in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is loss from operations.

	For the Year Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Loss from operations		(1,020,602	)		(3,614,603	)		(553,962	)
Add:
Share-based compensation expense		455,634			3,486,307			534,300
Compensation expense resulting from repurchase of ordinary shares in excess of fair value		251,891			234,113			35,879
Amortization of intangible assets resulting from business acquisitions		41,333			42,200			6,467
Non-GAAP adjusted operating (loss) income		(271,744	)		148,017			22,684

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The following table reconciles our non-GAAP adjusted net income/(loss) in the periods presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss.

	For the Year Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Net loss		(1,523,657	)		(3,470,480	)		(531,874	)
Add:
Share-based compensation expense		455,634			3,486,307			534,300
Compensation expense resulting from repurchase of ordinary shares in excess of fair value		251,891			234,113			35,879
Amortization of intangible assets resulting from business acquisitions		41,333			42,200			6,467
Impairment loss related to a one-time write-off		710,331			—			—
Tax effects of non-GAAP adjustments(1)		(10,333	)		(10,550	)		(1,617	)
Less:
Net income from discontinued operations, net of tax		18,010			452			69
Non-GAAP adjusted net (loss) income		(92,811	)		281,138			43,086

(1) Comprise tax effects relating to amortization of intangible assets resulting from business acquisitions.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled “Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements and Industry Data.”

Overview

Full Truck Alliance, or FTA, is the world’s largest digital freight platform by gross transaction value, or GTV, in 2020, according to the CIC Report. We have transformed China’s road transportation industry by pioneering a digital, standardized and smart logistics infrastructure across the value chain.

Our platform connects shippers with truckers to facilitate shipments across distance ranges, cargo weights and types. We have built a vibrant ecosystem of millions of shippers and truckers. In March 2021, approximately 1.4 million shippers posted shipping orders on our platform. In 2020, we facilitated 71.7 million fulfilled orders with GTV of RMB173.8 billion (US$26.6 billion), and over 2.8 million truckers fulfilled shipping orders on our platform. Approximately 20% of all China’s heavy-duty and medium-duty truckers fulfilled shipping orders on our platform in 2020, according to the CIC Report. In the first quarter of 2021, we facilitated 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion), representing 170.2% and 108.0% year-over-year growth, respectively.

FTA was formed in 2017 through the merger of Yunmanman and Huochebang, which were founded in 2013 and 2011, respectively. We have 10 years of operational track record, and in the process have accumulated unparalleled insights, know-how, technology and data, which we believe have provided us with a sustainable competitive advantage for our future growth.

Our total net revenues were RMB2,473.1 million and RMB2,580.8 million (US$395.5 million) in the years ended December 31, 2019 and 2020, respectively. We recorded net loss of RMB1,523.7 million and RMB3,470.5 million (US$531.9 million) in 2019 and 2020, respectively. We recorded non-GAAP adjusted net loss of RMB92.8 million in 2019 and non-GAAP adjusted net income of RMB281.1 million (US$43.1 million) in 2020.

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The diagram below sets forth our key development milestones:

Our Monetization Model

To fulfill our mission to make logistics better, we have built a digital, standardized and smart platform that seamlessly connects shippers and truckers. Scalability and transaction volume are core to our platform strategy. We aim to create the broadest and deepest logistics network across distance ranges, cargo weights and types and vehicle types to maximize our network effects and provide a better user experience.

We have grown rapidly in recent years in terms of number of users and transaction volume on our platform. The number of fulfilled orders and GTV facilitated through our platform for the three months ended December 31, 2020 have shown a year-over-year growth of 113.8% and 71.1%, respectively. In addition, the number of fulfilled orders and GTV facilitated through our platform for the first quarter of 2021 have shown a year-over-year growth of 170.2% and 108.0%, respectively.

The table below sets forth average shipper MAUs, fulfilled orders and GTV for the periods indicated. For further information, see “Summary Consolidated Financial and Operating Data—Key Operating Metrics.”

	For the Three Months Ended
	March 31, 2019			June 30, 2019			September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021(2)
Average shipper MAUs (in millions)		0.41			0.56			0.72		0.88		0.73		1.09		1.22		1.31		1.22
Fulfilled orders (in millions)		N/A	(1)		N/A	(1)		10.0		11.5		8.2		19.2		19.8		24.6		22.1
GTV (RMB in billions)		N/A	(1)		N/A	(1)		27.7		33.3		24.7		46.9		45.2		56.9		51.5

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(1) GTV and number of fulfilled orders were not systematically collected from truckers and shippers prior to the third quarter of 2019 as we did not request truckers or shippers to provide such information. Therefore, GTV and fulfilled orders in the first and second quarter of 2019 are unavailable to us.

(2) Due to the Chinese New Year holiday season, we experienced a decrease in transaction activities on our platform in the first quarter of 2021, compared to the fourth quarter of 2020.

In addition to the continued growth of our platform, we have introduced various forms of monetization that support the sustainable development of our platform and provide validation for our business model. We generate revenue primarily from (i) freight matching services, which include freight listings, freight brokerage and transaction commission, as well as (ii) various value-added services. Our revenues from freight listings, freight brokerage and transaction commission are primarily driven by the level of transaction activities on our platform, which is measured by average shipper MAUs, fulfilled orders and GTV. Set forth below is a description of our monetization approach towards transaction activities on our platform.

We started monetizing freight matching services by charging membership fees from frequent shippers for the right to post more shipping orders than non-paying shippers. In the same year, we launched freight brokerage service, or Manyunbao. We enter into shipping contracts with shippers and entrust truckers on our platform to fulfill those shipping orders. After the fulfillment of shipping orders, our platform transfers shippers’ shipping fees to truckers and deduct our platform service fees from shippers’ accounts. We earn platform service fee in connection with our freight brokerage service, which is the difference between the service fee collected from shippers and the shipping fee paid to truckers. We are obligated to pay the full amount of VAT on the service fee collected from shippers, and we receive partial tax refunds in the form of government subsidies from local financial bureaus. We take into consideration the VAT obligation we assume under our contracts with shippers and truckers, the estimated amount of government subsidies that we expect to receive from local financial bureaus, as well as other relevant factors when setting the rate of our platform service fee. For further information, see “—Components of Results of Operations—Revenues—Freight matching services—Freight brokerage.”

Building on the technology and operational knowhow developed from our freight listing and brokerage services, we subsequently launched online transaction service to further digitalize shipping transactions and enable shippers and truckers to transact through our platform. A key feature of online transaction service is that truckers are required to pay deposits to our platform to secure shipping orders, which has helped to improve service quality and increase transaction fulfillment rates. We also offer shippers the option to track the transactions at each step in real-time. In August 2020, we 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 March 2021, we collected commissions on shipping orders with GTV of RMB793.8 million, representing 96.8% of the total GTV originating from these three cities on our platform. Commission charges were RMB5.4 million in March 2021. We started collecting commissions on shipping orders originating from certain other cities in the fourth quarter of 2020 and the first quarter of 2021. In March 2021, we collected commissions in a total of 60 cities on shipping orders with GTV of RMB8.6 billion, representing 89.6% of the total GTV originating from these 60 cities and 36.3% of the total nationwide GTV facilitated through our platform in the same month. Our total commission charges from these 60 cities were RMB46.6 million in March 2021.

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The following table sets forth the progression of collecting commissions on shipping orders from our initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing, collectively:

	August 2020		March 2021
Commissioned GTV (RMB in millions)(1)		22.0		793.8
Commissioned GTV as percentage of total GTV (%)		3.1		96.8
Commission charges (RMB in millions)		0.2		5.4

(1) Refers to GTV of transactions from which we collect commissions in the specified month.

Since we started to monetize online transaction service, daily average order volume and trucker retention in these three cities have remained stable, demonstrating strong customer acceptance for such service.

We also generate revenue from various value-added services that cater to various essential needs of shippers and truckers, including credit solutions, insurance brokerage, electronic toll collection, or ETC services, energy services and truck sale services.

We believe we are at an early stage of monetization, because we launched the commission model for our online transaction service in August 2020. As our platform continues to evolve, we believe we will be able to achieve revenue growth as we bring incremental value to industry participants.

Key Factors Affecting Our Results of Operations

Our business and results of operations are affected by various factors, including the following key factors:

Economic and industry trends in China

We have established the leading digital freight platform globally, creating significant value for shippers, truckers and other industry participants. Our 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 industry. Changes in any of these general industry conditions and our ability to adapt to such changes could affect our business and results of operation.

Our ability to attract and retain shippers and truckers on our platform

According to the CIC Report, we operate the world’s largest digital freight platform by GTV, and we facilitated shipments with GTV of RMB173.8 billion (US$26.6 billion) and GTV of RMB51.5 billion (US$7.9 billion) in 2020 and in the first quarter of 2021, respectively. With nearly ten years of operational experience, we have accumulated deep industry knowhow and data insights, which have enabled us to continuously expand our service offerings and enhance user experience on our platform. Our platform had approximately 1.4 million shipper MAUs in March 2021, and over 2.8 million truckers fulfilled shipping orders on our platform in 2020. With the powerful networks of our platform, we are well positioned to attract even more shippers and truckers. The continued growth of shippers and truckers on our platform relies on, among other things, our abilities to accelerate the speed of freight matching, provide high-quality solutions and protect the interests of both shippers and truckers.

As a result of the superior user experience offered by our platform, we have achieved a strong record of shipper retention. 63% of active shippers from the fourth quarter of 2018 remained active during the fourth quarter of 2020.

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Our ability to increase engagement and transaction activities of users on our platform

With a large and growing user base, we aim to increase the engagement and our wallet share of users to further drive the growth of our market share, which depends on our ability to enhance user experience and provide comprehensive service offerings. We plan to improve the efficiency of our freight matching services through further digitalization and standardization of transaction processes, as well as enhancement of our core technologies. We will also continue to focus on protecting the interests of shippers and truckers. We believe our efforts will allow us to enhance user retention and increase customer life time value on our platform. For example, we have launched several features to further streamline the transaction process between shippers and truckers. Our “tap and go” feature allows a shipper to post shipping order with a fixed price, which replaces price negotiation between shippers and truckers.

We also plan to broaden our service offerings to deliver one-stop platform experience to users. In particular, we plan to establish 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.

We have witnessed rising level of shipper engagement on our platform. In the three months ended December 31, 2020, the number of quarterly fulfilled orders per average shipper MAU increased by 43.7% year-over-year to 18.8.

Our ability to monetize our services

Our profitability will depend to a large extent on our ability to monetize our online transaction service of matching shippers with truckers. Historically, our revenue from our digital freight platform primarily consisted of membership fees from shippers and service fees from shippers using our freight brokerage service, and we only started charging commissions from truckers in August 2020 for selected types of shipments that originated from an initial batch of three cities. We believe the new revenue model is supported by our compelling value propositions to both shippers and truckers, and we have introduced this revenue model to additional cities and experienced initial success in these cities. We believe there are significant opportunities to introduce the new revenue model to more cities and raise commission rate, but our ability to capture such opportunities remains untested. Our efforts to monetize our online transaction service will significantly affect our results of operations. In addition, we plan to enhance our monetization capability by broadening our offerings and providing new value-added services and innovative initiatives catering to various essential needs of shippers and truckers on our platform, which may bring us incremental revenue opportunities.

Our ability to leverage our scale of business to manage operating costs and expenses

Our results of operations depend on our ability to manage our costs and expenses. We believe our marketplace model has significant operating leverage and enables us to realize structural cost savings. Our increasing scale of business and synergies across our business lines may lead to lower marginal operating costs and expenses. For example, the costs associated with the operation of our platform and our operating expenses do not increase at the same pace as our GTV, as we do not require a proportional increase in the size of our workforce to support such growth. Our continued investment in technology and infrastructure also contributes to the increase of operational efficiency, enabling the same number of employees to deliver higher productivity over time. Our customer acquisition efforts benefit from our strong brand recognition and word-of-mouth referrals, and we witnessed the increase in average shipper MAUs from 0.7 million in the third quarter of 2019 to 1.2 million in the third quarter of 2020 despite the impact from COVID-19, as well as the decrease in the absolute amount of our advertising and marketing expenses from RMB77.3 million in 2019 to RMB57.3 million (US$8.8 million) in 2020. On the other hand, as we seek to expand our market share in the LTL and intra-city segments, we may offer more user incentives and incur increased marketing expenses. Our profitability will depend on the cost efficiency of our marketing efforts in relation to some of all of these new initiatives.

We pay a significant amount of VAT to government authorities in connection with our freight brokerage service. We also receive partial tax refunds from government authorities for such service. VAT, related tax

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surcharges and other tax costs, net of tax refund from government authorities, represents a major portion of our cost of revenues. As such, our profitability will depend on our ability to maintain the current rate of tax refunds from government authorities.

Impact of COVID-19

During January 2020, a strain of coronavirus, also known as COVID-19, was reported to have surfaced in China. In an effort to halt the outbreak, the PRC government placed significant restrictions on travel within China and closed certain businesses, and governments outside of China have halted or sharply curtailed the movement of people, goods and services to and from China. Moreover, the COVID-19 outbreak has become a global pandemic and affected regions outside of China, such as Europe and North America. While we have resumed normal business operations, we experienced certain disruptions in our operations as a result of the government-imposed suspensions due to the COVID-19 outbreak in China. A substantial number of our offices were closed for certain periods in February and March of 2020. In addition, the COVID-19 outbreak materially and adversely affected shippers’ operations, resulting in major declines in shipper demand and transaction activities on our platform. We also experienced significant declines in trucker supply due to quarantines and travel restrictions imposed on truckers, as well as certain temporary highway closures in China.

China’s economy in general, and China’s road transportation industry in particular, showed signs of recovery during the second quarter of 2020. Meanwhile, as offline logistics parks had to stay closed due to COVID-19, digitalization of road transportation industry has accelerated, with shipping postings increasingly moving online, which resulted in an increase in transaction activities on our platform. The GTV on our platform was RMB46.9 billion (US$7.2 billion) in the second quarter of 2020, representing an increase of 89.6% from the first quarter in 2020. While we continue to assess the impact from the COVID-19 outbreak, we are unable to accurately predict the full impact of COVID-19 on our business, results of operations, financial position and cash flows due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, additional actions that may be taken by governmental authorities, the further impact on the business of shippers, truckers and other ecosystem participants, as well as other factors identified in “Risk Factors.”

Components of Results of Operations

Revenues

Our revenues consist of revenues from freight matching services and value-added services. The following table sets forth a breakdown of our revenues, each expressed in the absolute amount and as a percentage of our total revenues, for the periods indicated:

	For the Year Ended December 31,
	2019				2020
	RMB		%		RMB		US$		%
	(in thousands, except percentages)
Revenues(1)
Freight matching services		1,769,756		71.6		1,947,016		298,393		75.5
Freight brokerage		1,292,496		52.3		1,365,207		209,227		52.9
Freight listings		477,260		19.3		538,665		82,554		20.9
Transaction commission		—		—		43,144		6,612		1.7
Value-added services		703,305		28.4		633,804		97,135		24.5
Credit solutions		484,904		19.6		472,841		72,466		18.3
Other value-added services		218,401		8.8		160,963		24,669		6.2
Total		2,473,061		100.0		2,580,820		395,528		100.0

(1) We recognize revenue without deducting the related VAT, as we determine that we are the primary obligor of the VAT in the PRC, and such VAT are included in the cost of revenues. RMB1,359 million and

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RMB1,434 million (US$220 million) of our revenues were attributable to VAT in 2019 and 2020, respectively, which were primarily related to VAT charged for freight brokerage services. The gross amount of VAT included in the cost of revenues was RMB1,813.9 million and RMB1,832.6 million (US$280.9 million) in 2019 and 2020, respectively, which was primarily related to VAT charged for freight brokerage services.

Freight matching services

Our revenue from freight matching services consist of revenues from freight listings, freight brokerage and transaction commission.

Freight listings

We have a freemium model where shippers can post a certain number of shipping orders on our platform free of charge. We charge the shippers membership fees for the right to post additional orders on our platform beyond such limit. Membership fee is prepaid by shippers registered on our platform for activating their rights of posting additional shipping orders on the platform. Revenue from membership fee is recognized on a straight-line basis over the term of the membership period or based on the number of shipping orders posted depending on the specific terms in membership agreements.

Freight brokerage

To provide freight brokerage service, or Manyunbao, we enter into contracts with shippers on our platform to provide them with shipping service and platform service, and with truckers on our platform to purchase the shipping service. The difference between the amount we collect from shippers and the amount we pay to truckers is our platform service fees, which are recognized as our revenues on a net basis at the point of fulfillment of the shipping orders.

In connection with our freight brokerage service, we assume legal obligation to pay VAT that are assessed on the entire selling price of the shipping service and platform service pursuant to our contracts with shippers. Our net revenue from freight brokerage services is recognized without deducting VAT as we determine that we are the primary obligor of the VAT in the PRC, and such VAT are included in the cost of revenues. The gross amount of VAT related to freight brokerage services included in the cost of revenues was RMB1,747.7 million and RMB1,763.4 million (US$270.2 million) in 2019 and 2020, respectively.

The gross amount of VAT related to freight brokerage services that we were obliged to pay exceeded our net revenues from such services in 2019 and 2020. Nevertheless, we were able to generate gross profit from our freight brokerage service in 2019 and 2020 because we received partial VAT refunds in the form of government subsidies from local financial bureaus as an incentive for developing the local economy and business. We take into consideration the VAT obligation we assume under our contracts with shippers, the estimated amount of government subsidies that we expect to receive from local financial bureaus, as well as other relevant factors when setting the rate of our platform service fee. The amount of VAT refund was RMB860.7 million and RMB938.7 million (US$143.9 million) in 2019 and 2020, respectively, which was included in our cost of revenues to offset our VAT obligation.

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The table below illustrates how we record revenues and cost of revenues for our freight brokerage services, using a hypothetical freight brokerage transaction with a total transaction price of RMB1,068 contracted with the shipper. The numbers in the table are included solely for purposes of better illustrating the nature of the accounting treatment and do not necessarily bear any relationship to the actual numbers in any transaction or set of transactions.

Revenue Recognized in Income Statement	Amount (RMB)			Explanatory note
Shipping fee and platform service fee received from the shipper, including VAT of RMB89 assuming VAT rate of 9%		1,068		VAT is included in the transaction price with the shipper.
Less: shipping fee paid to the trucker		(1,000	)	The shipping fee is agreed between the shipper and the trucker.
Net revenue recognized		68		The difference between the amount we collect from the shippers and the amount we pay to the truckers is our platform service fee.

Cost of Revenues Recognized in Income Statement	Amount (RMB)			Explanatory note
VAT payable to tax authorities and recorded in cost of revenue		89
Less: Government subsidies based on VAT		(45	)	We receive VAT refunds from local government authorities, and the rate of refund may vary across jurisdictions and over time.
Net VAT recognized in cost of revenues		44

(1) While there are other less significant tax costs associated with an actual freight brokerage transaction, only VAT and related refunds are included in the calculation above.

Transaction commission

From August 2020, we started charging commissions from truckers when they take shipping orders originating from certain cities. The commission fee charged for a shipping order is computed based on the shipping fee of such shipping order. The commission is recognized as revenue when the trucker takes the shipping order as this is the point in time we complete our matching service. For additional information, please see “—Our Monetization Model.”

Value-added services

We offer credit solutions to shippers and truckers and other value-added services to insurance companies, highway authorities, gas station operators, automakers and dealers to help them meet various essential needs of shippers and truckers.

Credit solutions

Our credit solutions consist of (i) on-balance sheet loans, which are funded by our small loan company and the trusts established by us and (ii) off-balance sheet loans, which are funded by our institutional funding partners. We generate (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. 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.

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We guarantee off-balance sheet loans facilitated by us. As of December 31, 2020, the amount of guarantee liabilities in relation to our loan guarantee arrangements was immaterial.

Other value-added services

We generate 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 and (iv) service fees from automakers and dealers for sales leads generated or collected on our platform.

Cost of revenues

Our cost of revenues consists of (i) VAT, related tax surcharges and other tax costs, net of the tax refund from government authorities, (ii) payroll and related expenses for employees involved in operating our 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 following table sets forth a breakdown of our cost of revenues, expressed as an absolute amount and as a percentage of our total revenues, for the periods indicated:

	For the Year Ended December 31,
	2019				2020
	RMB		%		RMB		US$		%
	(in thousands, except percentages)
Cost of revenues
VAT, related tax surcharges and other tax costs, net of tax refund from government authorities(1)		1,140,318		46.1		1,099,661		168,530		42.6
Payroll and related expenses for employees		52,844		2.1		62,349		9,555		2.4
Technology service fee		36,416		1.5		37,461		5,741		1.5
Commission fee paid to third-party payment platform		71,118		2.9		59,127		9,062		2.3
Funding costs related to credit solution services		27,746		1.1		37,232		5,706		1.4
Others		61,422		2.5		20,187		3,094		0.8
Total		1,389,864		56.2		1,316,017		201,688		51.0

(1) In 2019 and 2020, the gross amount of VAT was RMB1,813.9 million and RMB1,832.6 million (US$280.9 million), respectively, of which RMB1,747.7 million and RMB1,763.4 million (US$270.2 million) was related to freight brokerage service; the amount of related tax surcharges and other tax costs was RMB329.3 million and RMB305.9 million (US$46.9 million), respectively, substantially all of which was related to freight brokerage service; the amount of tax refunds (including refunds on VAT and related tax surcharges) from government authorities was RMB1,002.9 million and RMB1,038.8 million (US$159.2 million), respectively, substantially all of which was related to freight brokerage service.

Our cost of revenues is incurred to support all revenue generating activities on our digital freight platform. For example, technology services fee is incurred for operating the entire platform. The customer service center employees serve shippers and truckers involved in various services offered by us. Our strategy is to continue to grow the GTV of our platform, with a focus on expansion and increase of the number of shippers and truckers on our platform and the volume of transaction activities facilitated through our platform. The majority of the cost of revenue therefore is incurred on a company-wide basis to develop our platform, as well as to acquire and maintain shippers and truckers in order to support the growth of both freight matching services and value-added services, the latter of which further enhance user stickiness and engagement on our platform. As such, it is not practicable for us to allocate our cost by revenue component in a reasonable and systematic way.

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Sales and marketing expenses

Our sales and marketing expenses mainly consist of (i) payroll and related expenses for employees involved in selling and marketing functions, (ii) advertising expenses and (iii) amortization of trademarks. We expect our sales and marketing expenses to increase in the near future, as we roll out new services.

General and administrative expenses

Our general and administrative expenses mainly consist of (i) compensation costs for executive management and administrative employees, (ii) daily operating expenses and (iii) allowance for doubtful accounts. We expect that our general and administrative expenses to increase modestly in the near future, as we will incur additional expenses related to the anticipated growth of our business and our operations as a public company after the completion of this offering.

Research and development expenses

Our research and development expenses mainly consist of (i) technology infrastructure expenses, (ii) payroll and related expenses for employees involved in platform development and internal-use system support, and (iii) charges for the usage of the server and computer equipment in relation to the research and development activities. We expect that our research and development expenses will continue to increase in absolute amounts, as we continue to build our technological infrastructure and improve our technological capabilities.

Provision for loans receivables

Allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date. The allowance is provided based on an assessment performed on a portfolio basis. We recognize an increase in allowance for loan losses as provision for loans receivables for the relevant period.

Share-based compensation

We adopted a share incentive plan in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan, to provide additional incentives to directors, officers, employees and consultants.

We recognized share-based compensation expense of RMB455.6 million and RMB3,486.3 million (US$534.3 million) in the year ended December 31, 2019 and 2020, respectively, representing 18.4% and 135.1% of our revenues in those respective periods. The following table sets forth a breakdown of share-based compensation expense by function for the periods indicated.

	For the Year Ended December 31,
	2019		2020
	RMB		RMB		US$
	(in thousands)
General and administrative expenses		455,634		3,341,145		512,053
Sales and marketing expenses		—		94,640		14,504
Research and development expenses		—		42,680		6,541
Cost of revenues		—		7,842		1,202
Total		455,634		3,486,307		534,300

Taxation

Cayman Islands

We are incorporated in the Cayman Islands as an exempted company with limited liability under the Companies Act of the Cayman Islands and accordingly, are exempted from Cayman Islands income tax. As such,

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we are not subject to tax on either income or capital gain. In addition, no Cayman Islands withholding tax is imposed upon any payments of dividends by our subsidiaries to us.

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, our Hong Kong subsidiaries are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong. Additionally, payments of dividends by our Hong Kong subsidiaries to us are not subject to any Hong Kong withholding tax.

PRC

The PRC Enterprise Income Tax Law, or the EIT Law, which became effective January 1, 2008, applies a uniform enterprise income tax rate of 25% to both FIEs and domestic enterprises. Certified high and new technology enterprises, or HNTEs, are entitled to a favorable statutory tax rate of 15%, subject to renewal every three years. During the three-year period, an HNTE must conduct a self-review each year to ensure it meets the HNTE criteria and is eligible for the 15% preferential tax rate for the given year. If an HNTE fails to meet the criteria for being an HNTE in any year, the enterprise cannot enjoy the 15% preferential tax rate in the given year, and must instead use the uniform enterprise income tax rate of 25%.

Under the EIT Law, dividends generated after January 1, 2008 and payable by an FIE in the PRC to its foreign investors who are non-resident enterprises are subject to a 10% withholding tax, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a different withholding arrangement. In accordance with the accounting guidance, all undistributed earnings are presumed to be transferred to the parent company and are subject to the withholding taxes. All FIEs are subject to the withholding tax from January 1, 2008. The presumption may be overcome if we have sufficient evidence to demonstrate that the undistributed dividends will be re-invested and the remittance of the dividends will be postponed indefinitely. We did not record any dividend withholding tax, as we have no retained earnings for any of the periods presented.

The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a “resident enterprise” and consequently be subject to the PRC income tax at the rate of 25% for its global income. The EIT Law defines the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties and others of a non-PRC company is located.” Based on a review of surrounding facts and circumstances, we do not believe that it is likely that our operations outside of the PRC will be considered a resident enterprise for PRC tax purposes. However, due to limited guidance and implementation history of the EIT Law, there is uncertainty as to the application of the EIT Law. If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a resident enterprise under the EIT Law, it would be subject to enterprise income tax on its worldwide income at a uniform enterprise income tax rate of 25%.

According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2008 onwards, enterprises engaged in research and development activities are entitled to claim an additional tax deduction amounting to 50% of its research and development expenses in determining its tax assessable profits for the year. The additional tax deduction amount of the research and development expenses has been increased from 50% to 75%, effective from 2018 to 2020, according to a new tax incentives policy promulgated by the State Tax Bureau of the PRC in September 2018.

Results of Operations

The following tables set forth a summary of our consolidated results of operations, in absolute amount for the periods presented and as a percentage of our revenues. This information should be read together with our

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consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

	For the Years Ended December 31,
	2019						2020
	RMB			%			RMB			US$			%
	(in thousands, except percentages)
Net revenues (including value-added taxes, “VAT”, of RMB1,359,320 and RMB1,434,015 for the years ended December 31, 2019 and 2020, respectively)		2,473,061			100.0			2,580,820			395,528			100.0
Operating expenses:
Cost of revenues (including VAT net of refund of VAT, of RMB953,200 and RMB893,909 for the years ended December 31, 2019 and 2020, respectively)		(1,389,864	)		(56.2	)		(1,316,017	)		(201,688	)		(51.0	)
Sales and marketing expenses		(403,117	)		(16.3	)		(454,343	)		(69,631	)		(17.6	)
General and administrative expenses		(1,189,423	)		(48.1	)		(3,938,565	)		(603,611	)		(152.6	)
Research and development expenses		(396,692	)		(16.0	)		(413,369	)		(63,352	)		(16.0	)
Provision for loans receivables		(127,790	)		(5.2	)		(94,160	)		(14,431	)		(3.6	)
Total operating expenses		(3,506,886	)		(141.8	)		(6,216,454	)		(952,713	)		(240.9	)
Other operating income		13,223			0.5			21,031			3,223			0.8
Loss from operations		(1,020,602	)		(41.3	)		(3,614,603	)		(553,962	)		(140.1	)
Other (expense) income:
Interest income		229,310			9.3			209,832			32,158			8.1
Interest expenses		(39,996	)		(1.6	)		(8,367	)		(1,282	)		(0.3	)
Foreign exchange loss		(4,410	)		(0.2	)		(21,276	)		(3,261	)		(0.8	)
Investment income		—			—			3,321			509			0.1
Unrealized gains from fair value changes of trading securities and derivative assets		—			—			18,140			2,780			0.7
Other expenses, net		(8,585	)		(0.3	)		(5,559	)		(852	)		(0.2	)
Impairment loss		(710,331	)		(28.7	)		(22,030	)		(3,376	)		(0.9	)
Share of loss in equity method investees		(1,729	)		(0.1	)		(11,054	)		(1,694	)		(0.4	)
Total other (loss) income		(535,741	)		(21.7	)		163,007			24,982			6.3
Net loss before income tax		(1,556,343	)		(62.9	)		(3,451,596	)		(528,980	)		(133.7	)
Income tax benefit (expense)		14,676			0.6			(19,336	)		(2,963	)		(0.7	)
Net loss from continuing operations		(1,541,667	)		(62.3	)		(3,470,932	)		(531,943	)		(134.5	)
Net income from discontinued operations, net of tax		18,010			0.7			452			69			0.0
Net loss		(1,523,657	)		(61.6	)		(3,470,480	)		(531,874	)		(134.5	)

Year ended December 31, 2020 compared to year ended December 31, 2019

Revenues

Despite the impact of the COVID-19 pandemic, our platform quickly recovered in the second quarter of 2020. GTV increased from RMB61.0 billion for the second half of 2019 to RMB102.1 billion for the second half of 2020; average shipper MAUs increased from 0.8 million for the second half of 2019 to 1.3 million for the second half of 2020. For further information, see “—Impact of COVID-19.”

We recorded revenues of RMB2,473.1 million and RMB2,580.8 million (US$395.5 million) in 2019 and 2020, respectively. VAT are included in revenues on a gross basis with a corresponding charge to the cost of revenues as we determine that we are the primary obligor of the VAT in the PRC. RMB1,359 million and RMB1,434 million (US$220 million) of our revenues were attributable to VAT in 2019 and 2020, respectively,

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which were primarily related to VAT charged for freight brokerage services, calculated based on the total shipping transaction prices, including the freight charges paid to truckers (for which we act as an agent) and the platform service fees earned by us.

Revenues from freight matching services increased by 10.0% from RMB1,769.8 million in 2019 to RMB1,947.0 million (US$298.4 million) in 2020 due to increases in revenues from freight brokerage service, freight listing service and transaction commission.

• Revenue from freight brokerage service increased by 5.6% from RMB1,292.5 million in 2019 to RMB1,365.2 million (US$209.2 million) in 2020, primarily due to an increase in our average fee rate, partially offset by (i) a decrease in transaction activities involving our freight brokerage service, which was primarily due to the impact of the COVID-19 pandemic, and (ii) a decrease in market rate for road transportation due to lower fuel cost and toll fees, which resulted in lower average service fee for freight brokerage transactions. For further information, see “—Impact of COVID-19.”

• Revenue from freight listing service increased by 12.9% from RMB477.3 million in 2019 to RMB538.7 million (US$82.6 million) in 2020, primarily attributable to an increase in total paying members as a result of our successful paying member acquisition efforts.

• In 2020, we started monetizing online transaction service by collecting commissions from truckers on certain shipping orders. Transaction commission amounted to RMB43.1 million (US$6.6 million) in 2020.

Revenues from value-added services decreased by 9.9% from RMB703.3 million in 2019 to RMB633.8 million (US$97.1 million) in 2020, due to (i) a decrease in revenues from credit solutions and (ii) a decrease in revenues from other value-added services.

• Revenues from credit solutions decreased by 2.5% from RMB484.9 million in 2019 to RMB472.8 million (US$72.5 million) in 2020, primarily due to a decrease in the amount of loans funded and facilitated by us, as we terminated certain cash loan products and implemented conservative credit policies to enhance the quality of loan portfolio in light of the impact of the COVID-19 pandemic on the credit market and in response to regulatory developments in the credit market.

• Revenues from other value-added services decreased by 26.3% from RMB218.4 million in 2019 to RMB161.0 million (US$24.7 million) in 2020, primarily due to a decrease in revenues from ETC services. Because all highway tolls were waived in China from February to May 2020 in response to COVID-19 outbreak and the industry shifted from ETC debit card to ETC credit card in response to regulatory change, fees from ETC account top-up service declined significantly in 2020, which resulted in the decrease in revenues from ETC services.

Cost of revenues

Our cost of revenues decreased by 5.3% from RMB1,389.9 million in 2019 to RMB1,316.0 million (US$201.7 million) in 2020. The decrease was primarily due to (i) a decrease in VAT, related tax surcharges and other tax costs, net of tax refund from government authorities, (ii) a decrease in commission fee paid to third-party payment platform and (iii) a decrease in other costs, partially offset by (a) an increase in technology service fee, (b) an increase in payroll and related expenses for employees and (c) an increase in funding costs related to credit solution services. Our cost of revenues as a percentage of our revenues decreased from 56.2% to 51.0% during the same period.

VAT, related tax surcharges and other tax costs, net of tax refund from government authorities decreased by 3.6% from RMB1,140.3 million in 2019 to RMB1,099.7 million (US$168.5 million) in 2020, primarily due to a decrease in such costs related to our freight brokerage service resulting from favorable tax rates during the COVID-19 pandemic and our tax-saving initiatives.

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Payroll and related expenses for employees increased by 18.0% from RMB52.8 million in 2019 to RMB62.3 million (US$9.6 million) in 2020, primarily attributable to increased salary expenses due to pay increases and increased share-based compensation expenses for employees involved in operating our platform.

Technology service fee increased by 3.0% from RMB36.4 million in 2019 to RMB37.5 million (US$5.7 million) in 2020, primarily due to service fees related to certain transaction security initiatives.

Commission fee paid to third-party payment platform decreased by 16.9% from RMB71.1 million in 2019 to RMB59.1 million (US$9.1 million) in 2020, primarily attributable to lower fee rates for third-party payment services and the establishment of certain direct payment channels through banks.

Funding costs related to credit solution services increased by 34.3% from RMB27.7 million in 2019 to RMB37.2 million (US$5.7 million) in 2020, due to a higher mix of funding source with higher interest rate.

Other costs decreased by 67.1% from RMB61.4 million in 2019 to RMB20.2 million (US$3.1 million) in 2020, primarily due to a decrease in costs associated with a small legacy business of ours as we wound down such business.

Sales and marketing expenses

The table below sets forth sales and marketing expenses and share-based compensation expenses included in sales and marketing expenses, in absolute amount for the periods presented and as a percentage of our revenues.

	Year ended December 31,
	2019				2020
	RMB		%		RMB		US$		%
	(in thousands, except percentages)
Sales and marketing expenses		403,117		16.3		454,343		69,631		17.6
Share-based compensation expense included in sales and marketing expenses		—		—		94,640		14,504		3.7

Our sales and marketing expenses increased by 12.7% from RMB403.1 million in 2019 to RMB454.3 million (US$69.6 million) in 2020, and our sales and marketing expenses as a percentage of our net revenues increased from 16.3% to 17.6% during the same period. The increase was primarily due to an increase in share-based compensation expenses by RMB94.6 million (US$14.5 million), partially offset by (i) a decrease in salary and benefits expenses by RMB29.5 million (US$4.5 million), and (ii) a decrease in advertising and marketing expenses, primarily due to cost structure optimization for user acquisition spending. The decrease in salary and benefits expenses was primarily due to (i) a decrease in such expenses by RMB14.3 million (US$2.2 million) as a result of a decrease in sales and marketing headcount, partially offset by an increase in average salary, and (ii) a decrease in welfare contribution by RMB15.2 million (US$2.3 million) as a result of favorable welfare contribution policies in response to the COVID-19 pandemic. Our advertising and marketing expenses decreased by 25.8% to RMB57.3 million (US$8.8 million) in 2020 from RMB77.3 million for in 2019. In the meantime, shipper MAUs increased by 42.2% in December 2020, as compared to the same period in 2019.

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General and administrative expenses

The table below sets forth general and administrative expenses, as well as share-based compensation expenses and compensation expense resulting from repurchase of ordinary shares in excess of fair value included in general and administrative expenses, in absolute amount for the periods presented and as a percentage of our revenues.

	Year ended December 31,
	2019				2020
	RMB		%		RMB		US$		%
	(in thousands, except percentages)
General and administrative expenses		1,189,423		48.1		3,938,565		603,611		152.6
Share-based compensation expense included general and administrative expenses		455,635		18.4		3,341,145		512,053		129.5
Compensation expense resulting from repurchase of ordinary shares in excess of fair value included in general and administrative expenses		251,891		10.2		234,113		35,879		9.1

Our general and administrative expenses increased by 231.1% from RMB1,189.4 million in 2019 to RMB3,938.6 million (US$603.6 million) in 2020, and our general and administrative expenses as a percentage of our net revenues increased from 48.1% to 152.6% during the same period. The increase was primarily due to an increase in share-based compensation expenses by RMB2,885.5 million (US$442.2 million) and partially offset by (i) a decrease in salary and benefits expenses by RMB49.8 million (US$7.6 million), and (ii) a decrease in allowance for doubtful accounts from RMB53.3 million in 2019, primarily relating to an account receivable with a customer of our ETC services, to RMB7.5 million (US$1.2 million) in 2020. The decrease in salary and benefits expenses was primarily due to (i) a decrease in such expenses by RMB35.5 million (US$5.4 million) as a result of a decrease in general and administrative headcount, partially offset by an increase in average salary, and (ii) a decrease in welfare contribution by RMB14.3 million (US$2.2 million) as a result of favorable welfare contribution policies in response to the COVID-19 pandemic.

Research and development expenses

The table below sets forth research and development expenses and share-based compensation expenses included in research and development expenses, in absolute amount for the periods presented and as a percentage of our revenues.

	Year ended December 31,
	2019				2020
	RMB		%		RMB		US$		%
	(in thousands, except percentages)
Research and development expenses		396,692		16.0		413,369		63,352		16.0
Share-based compensation expense included in research and development expenses		—		—		42,680		6,541		1.7

Our research and development expenses increased by 4.2% from RMB396.7 million in 2019 to RMB413.4 million (US$63.4 million) in 2020, primarily due to an increase in share-based compensation expenses by RMB42.7 million (US$6.5 million), partially offset by a decrease in salary and benefits expenses by RMB17.9 million (US$2.7 million). The decrease in salary and benefits expenses was primarily due to a decrease in welfare contribution by RMB21.6 million (US$3.3 million) as a result of favorable welfare contribution policies in response to the COVID-19 pandemic, partially offset by an increase in salary and benefits expenses by RMB3.6 million (US$0.6 million) primarily due to an increase in average salary. Our research and development expenses as a percentage of our net revenues remained stable at 16.0% in 2019 and 2020.

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Provision for loans receivables

Our provision for loan receivable decreased by 26.3% from RMB127.8 million in 2019 to RMB94.2 million in 2020, primarily due to the decrease in the amount of loans funded and facilitated by us.

Other operating income

Our other operating income increased by 59.1% from RMB13.2 million in 2019 to RMB21.0 million (US$3.2 million) in 2020, primarily attributable to an increase in subsidies received from local governments.

Interest income

We recognized interest income of RMB209.8 million (US$32.2 million) in 2020, as compared to RMB229.3 million in 2019, primarily due to a decrease in interest rate yields on our U.S. dollar denominated cash holdings outside the PRC.

Interest expenses

We recognized interest expenses of RMB8.4 million (US$1.3 million) in 2020, as compared to RMB40.0 million in 2019, primarily due to repayment of our working capital loan in early 2020.

Foreign exchange loss

We recognized foreign exchange loss of RMB21.3 million (US$3.3 million) in 2020, as compared to RMB4.4 million in 2019, primarily due to the depreciation of U.S. dollars against Renminbi.

Unrealized gains from fair value changes of trading securities and derivative assets

We recognized unrealized gains from fair value changes of trading securities and derivative assets of RMB18.1 million (US$2.8 million) in 2020, which was primarily related to our currency forward contracts.

Impairment loss

Our impairment loss decreased by 96.9% from RMB710.3 million in 2019 to RMB22.0 million (US$3.4 million) in 2020. The impairment loss in 2019 was primarily related to a one-time write-off of loans made to Guangzhou Zhihong Logistics Co., Ltd., or Guangzhou Zhihong. The impairment loss in 2020 was primarily related to our long-term investment.

Income tax benefit (expense)

We recognized income tax expense of RMB19.3 million (US$3.0 million) in 2020, as compared to income tax benefit of RMB14.7 million in 2019, which was primarily related to deferred tax benefits.

Net loss

As a result of the foregoing, we incurred a net loss of RMB3,470.5 million (US$531.9 million) in 2020, as compared to a net loss of RMB1,523.7 million in 2019.

Selected Quarterly Results of Operations

The following table sets forth our consolidated quarterly results of operations for the periods indicated. You should read the following table in conjunction with our consolidated financial statements and related notes

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included elsewhere in this prospectus. We have prepared consolidated quarterly financial information on the same basis as our audited consolidated financial statements. The consolidated quarterly financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair statement of our operating results for the quarters presented.

	For the Three Months Ended
	March 31, 2019			June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020
	(RMB in thousands)
Net revenues		549,219			654,340			660,213			609,289			438,569			556,945			734,952			850,354
Operating expenses:
Cost of revenues		(286,861	)		(344,621	)		(417,113	)		(341,269	)		(189,697	)		(378,241	)		(349,709	)		(398,370	)
Sales and marketing expenses		(111,382	)		(94,092	)		(102,227	)		(95,416	)		(82,265	)		(71,482	)		(139,341	)		(161,255	)
General and administrative expenses		(194,214	)		(197,181	)		(177,716	)		(620,312	)		(171,189	)		(347,077	)		(442,630	)		(2,977,669	)
Research and development expenses		(101,256	)		(93,501	)		(88,945	)		(112,990	)		(90,775	)		(87,851	)		(115,766	)		(118,977	)
Provision for loans receivables		(28,593	)		(22,568	)		(38,647	)		(37,982	)		(31,272	)		(19,208	)		(33,842	)		(9,838	)
Total operating expenses		(722,306	)		(751,963	)		(824,648	)		(1,207,969	)		(565,198	)		(903,859	)		(1,081,288	)		(3,666,109	)
Other operating income		2,208			3,214			1,068			6,733			3,801			1,952			4,721			10,557
Loss from operations		(170,879	)		(94,409	)		(163,367	)		(591,947	)		(122,828	)		(344,962	)		(341,615	)		(2,805,198	)
Other (expenses) income
Interest income		56,329			68,430			48,409			56,142			57,088			59,654			51,687			41,403
Interest expenses		(8,785	)		(9,557	)		(16,895	)		(4,759	)		(7,372	)		(955	)		(4,447	)		4,407
Foreign exchange (loss) gain		(9,850	)		7,714			1,924			(4,198	)		1,756			708			(10,980	)		(12,760	)
Investment income		—			—			—			—			—			—			—			3,321
Unrealized gains from fair value change of trading securities		—			—			—			—			—			607			2,800			14,733
Other income (expenses), net		495			(5,743	)		8,323			(11,660	)		11,654			(11,374	)		(1,846	)		(3,993	)
Impairment loss		—			(710,331	)		—			—			—			—			(22,030	)		—
Share of (loss) profit in equity method investments		(50	)		(554	)		(636	)		(489	)		(4,907	)		(2,690	)		(4,560	)		1,103
Total other income (loss)		38,139			(650,041	)		41,125			35,036			58,219			45,950			10,624			48,214
Net loss before income tax		(132,740	)		(744,450	)		(122,242	)		(556,911	)		(64,609	)		(299,012	)		(330,991	)		(2,756,984	)
Income tax benefits (expenses)		1,782			2,531			5,147			5,216			984			1,625			(3,316	)		(18,629	)
Net loss from continuing operations		(130,958	)		(741,919	)		(117,095	)		(551,695	)		(63,625	)		(297,387	)		(334,307	)		(2,775,613	)

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	For the Three Months Ended
	March 31, 2019			June 30, 2019			September 30, 2019			December 31, 2019			March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020
	(RMB in thousands)
Net income from discontinued operations, net of tax		4,241			7,003			4,025			2,741			341			111			—			—
Net loss		(126,717	)		(734,916	)		(113,070	)		(548,954	)		(63,284	)		(297,276	)		(334,307	)		(2,775,613	)

Our revenue trends are a reflection of the transaction volume on our platform, which is typically lower during the first quarter of each year due to the Chinese New Year holiday season. The sequential decrease in our revenues in the fourth quarter of 2019 was primarily due to (i) a decrease in our revenue from our freight listing service, as we allowed shippers to post additional shipping orders for free to acquire more users, which resulted in less membership fees, and (ii) a decrease in our revenue from credit solutions, primarily due to a decrease in the amount of loans funded and facilitated by us, as we terminated certain cash loan products to enhance the quality of loan portfolio. The sequential decrease in our revenues in the first quarter of 2020 was primarily due to a decrease in transaction volume caused by the impact from the COVID-19 outbreak in China, and the seasonal impact from the Chinese New Year holiday season. China’s economy in general, and China’s road transportation industry in particular, showed signs of recovery during the second quarter of 2020. Meanwhile, as offline logistics parks had to stay closed due to COVID-19, digitalization of road transportation industry has accelerated, with shipping postings increasingly moving online, which resulted in an increase in transaction volume on our platform since the second quarter of 2020. As a result, our revenues for the second quarter of 2020 increased as compared to the first quarter in 2020.

Our losses from operations increased significantly in the fourth quarter of 2019 and 2020, primarily due to increases in our general and administrative expenses in the same periods. The increases in our general and administrative expenses in the fourth quarter of 2019 and 2020 were primarily due to increases in share-based compensation and compensation expenses resulting from repurchase of ordinary shares in excess of fair value.

Liquidity and Capital Resources

Our primary sources of liquidity have been through issuance of preferred shares and bank borrowings, which have historically been sufficient to meet our working capital and capital expenditure requirements. As of December 31, 2020, we had cash and cash equivalents of RMB10,060.4 million (US$1,541.8 million), as compared to cash and cash equivalents of RMB3,983.7 million as of December 31, 2019.

The following table sets forth a summary of the locations of our cash and cash equivalents as of December 31, 2020:

	As of December 31, 2020
	(in thousands)
Cash located outside of the PRC
— in U.S. dollars		US$1,035,602
— in HK dollars		HK$5,130 (US$662	)
— in RMB		RMB136 (US$21	)
Cash located in the PRC
— held by our subsidiaries in U.S. dollars		US$120,529
— held by our subsidiaries in RMB		RMB286,077 (US$43,843	)
— held by consolidated VIEs and their subsidiaries in RMB		RMB2,226,218 (US$341,183	)

(1) The translations from HK dollars to U.S. dollars was made at a rate of HK$7.7534 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2020.

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As of December 31, 2020, we did not have any outstanding bank borrowings.

We pay a significant amount of VAT to local tax authorities in connection with our freight brokerage service. We also receive partial tax refunds in the form of government subsidies from local financial bureaus as an incentive for developing the local economy and business. For further information, see “—Components of Results of Operations—Revenues—Freight brokerage.” We typically receive such government subsidies within three months after paying the relevant VAT. We have not historically experienced any difficulties or significant delays in receiving government subsidies estimated based on the local financial bureaus’ announced policies and negotiation with them that materially and adversely affected our financial condition.

We believe that our existing cash and cash equivalents and anticipated cash flows from operating activities will be sufficient to meet our anticipated working capital requirements, including capital expenditures in the ordinary course of business for the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business condition or other developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

The following table sets forth a summary of our cash flows for the periods presented:

	For the Year Ended December 31,
	2019			2020
	RMB			RMB			US$
	(in thousands)
Summary Consolidated Cash Flow Data:
Net cash (used in) provided by operating activities		(923,965	)		574,742			88,084
Net cash used in investing activities		(3,391,199	)		(2,690,895	)		(412,399	)
Net cash provided by financing activities		1,693,225			8,324,448			1,275,777
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		19,884			(127,770	)		(19,581	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(2,602,055	)		6,080,525			931,881
Cash and cash equivalents and restricted cash, beginning of the year		6,681,698			4,079,643			625,233
Cash and cash equivalents and restricted cash, end of the year		4,079,643			10,160,168			1,557,114
Total cash, cash equivalents and restricted cash		4,079,643			10,160,168			1,557,114

Operating Activities

Net cash provided by operating activities was RMB574.7 million (US$88.1 million) in 2020, primarily due to net loss of RMB3,470.5 million (US$531.9 million), adjusted to add back (i) depreciation and amortization of RMB63.7 million (US$9.8 million), (ii) share-based compensation of RMB3,254.3 million (US$498.7 million), (iii) modification of options of RMB232.0 million (US$35.6 million), and (iv) provision for loans receivables of RMB94.2 million (US$14.4 million), primarily in relation to our on-balance sheet loans. The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a negative effect on cash flow, including primarily an increase in prepayments and other current assets of RMB27.8 million (US$4.3 million), primarily due to an increase in advances made in connection with our ETC credit card service, as the industry has shifted from ETC debit card to ETC credit card in response to regulatory change. The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily (i) a decrease in loans receivables of RMB80.0 million (US$12.3 million),

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primarily due to the decrease in the amount of our on-balance sheet loans, as we terminated certain cash loan products and implemented conservative credit policies to enhance the quality of loan portfolio and (ii) an increase in accrued expenses and other current liabilities of RMB233.5 million (US$35.8 million), primarily relating to an increase in refundable prepayments from shippers for future shipping arrangements using our freight brokerage service.

Net cash used in operating activities was RMB924.0 million in 2019, primarily due to net loss of RMB1,523.7 million, adjusted to add back (i) depreciation and amortization of RMB70.7 million, (ii) share-based compensation of RMB455.6 million, (iii) impairment loss of RMB710.3 million, primarily in relation to a one-time write-off of loans made to Guangzhou Zhihong in connection with our previous investment therein, (iv) provision for loans receivables of RMB127.8 million, primarily in relation to our on-balance sheet loans, and (v) allowance for doubtful accounts of RMB62.9 million, primarily in relation to a one-off bad debt provision for accounts receivable from a value-added service customer. The amount was further adjusted 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 RMB876.7 million, primarily due to an increase in the amount of our on-balance sheet loans, (ii) a decrease in other tax payable of RMB209.4 million, primarily due to payment of such amount, and (iii) a decrease in accrued expenses and other current liabilities of RMB147.5 million, primarily due to settlement of ETC card payments we helped process. The amount was further adjusted by changes in itemized balances of operating assets and liabilities that have a positive effect on cash flow, including primarily a decrease in prepayments and other current assets of RMB413.7 million, primarily in relation to (i) a decrease in prepayments made to energy suppliers as we ceased our legacy energy resale business and (ii) a decrease in funds receivable from third-party payment channels as a result of the establishment of certain direct payment channels.

Investing activities

Net cash used in investing activities in 2020 was RMB2,690.9 million (US$412.4 million), which was primarily attributable to (i) cash paid for short-term investments of RMB9,377.3 million (US$1,437.1 million), which were primarily short-term time deposits, (ii) prepayment for long-term investments of RMB100.0 million (US$15.3 million) in relation to investing in a local investment fund, partially offset by proceeds from (i) matured short-term investments of RMB6,613.9 million (US$1,013.6 million), which were short-term time deposits, (ii) return of prepaid for equity investment of RMB90.0 million (US$13.8 million) primarily in relation to prepaid purchase price made in connection with a potential investment, and (iii) repayment of loan from Guangzhou Zhihong of RMB120.0 million (US$18.4 million).

Net cash used in investing activities in 2019 was RMB3,391.2 million, which was primarily attributable to (i) cash paid for short-term time deposits of RMB6,341.2 million, (ii) payment for investment in equity method investees of RMB214.7 million primarily in relation to our investments in certain digital freight platform and logistics businesses, and (iii) payment of a loan to Guangzhou Zhihong of RMB295.7 million, partially offset by proceeds from (i) matured time deposits of RMB3,177.1 million, and (ii) repayment of loan from Guangzhou Zhihong of RMB340.2 million.

Financing activities

Net cash provided by financing activities in 2020 was RMB8,324.4 million (US$1,275.8 million) which was primarily attributable to proceeds from issuing Series A-16 preferred shares, net of issuance cost, in the amount of RMB11,081.0 million (US$1,698.2 million), partially offset by (i) cash payment for a shareholder loan of RMB1,310.1 million (US$200.8 million) to Mr. Gang Wang, (ii) repayment of short-term loans of RMB500.0 million (US$76.6 million), (iii) cash payment to institutional funding partners as return of investment in the trusts established by us of RMB388.7 million (US$59.6 million) relating to our credit solutions, and (iv) cash payment of RMB557.8 million (US$85.5 million) for repurchase of ordinary shares from certain employees.

Net cash provided by financing activities in 2019 was RMB1,693.2 million, which was primarily attributable to (i) proceeds from issuing Series A-15 preferred shares net of issuance cost in the amount of

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RMB1,672.4 million, (ii) proceeds from short-term loan of RMB1,216.5 million, and (iii) cash received from institutional funding partners to fund the trusts established by us of RMB420.1 million (US$61.9 million) relating to our credit solutions, partially offset by (i) repayment of short-term loans of RMB1,230.9 million and (ii) cash payment of RMB384.9 million for repurchase of ordinary shares from certain employees.

Shareholder Loan

On November 12, 2020, our board approved a loan in the amount of US$200 million to Mr. Gang Wang, a minority shareholder who beneficially owns less than 5% of the total outstanding shares of our company. As an angel investor in Yunmanman, he helped to steer the historical merger between Yunmanman and Huochebang. He was elected the chairman of our board of directors after the merger, and he resigned from our board on November 10, 2020 to pursue other endeavors. The loan is secured by a share charge over certain shares beneficially owned by Mr. Wang. The number of charged shares should be calculated based on the fair market value of such shares, determined from time to time, with a loan-to-value ratio of 90%, and as of November 21, 2020, the date on which the loan agreement was signed, 398,507,891 Series A-5 preferred shares were subject to the share charge. The loan has a term of five years and is interest free for the first two years and bears a fixed interest of 1% per year for the remaining three years.

Capital Expenditures

We made capital expenditures of RMB10.4 million and RMB53.1 million (US$8.1 million) in the years ended December 31, 2019 and 2020, respectively. Our capital expenditures were mainly used for purchases of property and equipment. We will continue to make capital expenditures to meet the expected growth of our business.

Commitments

The following table set forth our contractual obligations as of December 31, 2020:

Payment due by period

Total

Less than 1 year

1 – 3 years

3 – 5 years

More than 5 years

RMB

US$

RMB

(in thousands)

Operating lease commitments

24,793

3,800

7,513

8,640

8,640

—

Off-Balance Sheet Arrangements

We provide financial guarantees for loans that we facilitate for certain institutional funding partners to shippers and truckers on our platform. We are obligated to compensate the institutional funding partners for the principal and interest payment in the event of the borrowers’ default. As of December 31, 2020, the amount of guarantee liabilities in relation to such arrangements was immaterial, and the maximum potential undiscounted future payment we would be required to make was RMB45 million (US$6.9 million).

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

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Holding Company Structure

Full Truck Alliance Co. Ltd., our holding company, has no material operations of its own. We conduct our operations primarily through our subsidiaries, consolidated VIEs and their subsidiaries in China. As a result, Full Truck Alliance Co. Ltd.’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries, our consolidated VIEs and their subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and our consolidated VIEs and their subsidiaries may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. 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.

Inflation

Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2019 and 2020 were increases of 2.9% and 2.5%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

The Company uses Renminbi (“RMB”) as its reporting currency. All of our revenues and substantially all of our expenses are denominated in Renminbi. The functional currency of our company and subsidiary in Hong Kong is the U.S. dollar. The functional currency of our subsidiaries in the PRC, the VIE and the VIE’s subsidiaries is the Renminbi. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the statements of comprehensive loss. Due to foreign currency translation adjustments, we had foreign exchange loss of RMB4.4 million and RMB21.3 million (US$3.3 million) for the years ended December 31, 2019 and 2020, respectively.

We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Although in general our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and RMB because the value of our business is effectively denominated in Renminbi, while our ADSs will be traded in U.S. dollars.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, the exchange rate between the Renminbi and the U.S. dollar had been stable and traded within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of

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currencies that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi has depreciated significantly in the backdrop of a surging U.S. dollar and persistent capital outflows of China. This depreciation halted in 2017, and the Renminbi appreciated approximately 7% against the U.S. dollar during this one-year period. Starting from the beginning of 2019, the Renminbi has depreciated significantly against the U.S. dollar again. In early August 2019, the PBOC set the Renminbi’s daily reference rate at RMB7.0039 to US$1.00, the first time that the exchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. 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.

To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

We estimate that we will receive net proceeds of approximately US$         million from this offering if the underwriters do not exercise their option to purchase additional ADSs, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us, based on the initial offering price of US$         per ADS, the midpoint of the estimated initial public offering price range shown on the cover page of this prospectus. Assuming that we convert the full amount of the net proceeds from this offering into Renminbi, a 10% appreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB6.5250 for US$1.00 as of December 31, 2020 to a rate of RMB7.1775 to US$1.00, would result in an increase of RMB          million in our net proceeds from this offering. Conversely, a 10% depreciation of the U.S. dollar against the RMB, from the exchange rate of RMB6.5250 for US$1.00 as of December 31, 2020 to a rate of RMB5.8725 to US$1.00 would result in a decrease of RMB          million in our net proceeds from this offering.

Interest Rate Risk

We have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due to changes in market interest rate in the future.

After the completion of this offering, we may invest the net proceeds we receive from the offering in interest-earning instruments. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall.

Critical Accounting Policies, Judgments and Estimates

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the consolidated financial statements.

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the

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most recently available information, our own historical experiences and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. Some of our accounting policies require a higher degree of judgment than others in their application and require us to make significant accounting estimates.

The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our consolidated financial statements and other disclosures included in this prospectus. When reviewing our consolidated financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions.

Principles of consolidation

Our consolidated financial statement include the financial statements of our company, our subsidiaries, our VIEs and their subsidiaries. All inter-company transactions and balances between our company, our subsidiaries, our VIEs and their subsidiaries have been eliminated upon consolidation.

Consolidation of VIEs

We evaluate the need to consolidate VIEs by determining if we are its primary beneficiary. In determining whether we are the primary beneficiary, we consider if we (1) have power to direct the activities that most significantly affect the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. If deemed the primary beneficiary, we consolidate the VIEs. 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 Shanghai Xiwei, Beijing Yunmanman and Guizhou FTA, which are our VIEs. Our VIEs and their subsidiaries hold certain licenses required to operate our business in China. The equity interests of our consolidated VIEs are held by certain beneficial owners and affiliates of shareholders of our Company.

To provide the effective control over these VIEs and receive substantially all of the economic benefits of these VIEs, Jiangsu Manyun and FTA Information, our wholly-owned subsidiaries, or WFOEs, entered into a series of contractual arrangements with these VIEs and their shareholders. The irrevocable powers of attorney have conveyed all shareholder rights held by VIEs’ shareholders to WFOEs, including the right to appoint board members who nominate the general managers of VIEs to conduct day-to-day management of VIEs’ businesses, and to approve significant transactions of VIEs. The exclusive option agreements provide WFOEs with substantive kick-out rights of VIEs’ shareholders through an exclusive option to purchase all or any part of the shareholders’ equity interests in VIEs at the lowest price permitted under the PRC laws then in effect. In addition, through the exclusive business cooperation agreements, WFOEs established the right to receive benefits from VIEs that could potentially be significant to the VIEs, and through the share pledge agreements, WFOEs have, in substance, obligations to absorb losses of VIEs that could potentially be significant to the VIEs. As these contractual arrangements allow us to effectively control the VIEs and to derive substantially all of the economic benefits from them, we have consolidated the VIEs.

Consolidated Trusts

Loans funded by the institutional funding partners in our loan facilitation business are typically disbursed to the borrowers directly from such partners. However, due to the need of certain institutional funding partners, loans from such funding partners are funded and disbursed indirectly through trusts. Since 2018, several trusts were formed by third-party trust companies, who administer the trusts. The trusts were invested by us and third-party trust companies.

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The trusts, using the funds received from the trusts’ beneficiaries, fund the loans to the borrowers facilitated by us. The trusts provide the returns to their beneficiaries through interest payments made by the borrowers.

The borrowers are charged interests by the trusts. We are entitled to the residual profit in the trusts and provides guarantee to the trusts by agreeing to repurchase any loans that are delinquent for more than 60 days whereby the Group absorbs the credit risk of the trusts resulting from borrowers’ delinquencies. We determined that the residual profit or the guarantee represents a variable interest in the trusts through which we have the right to receive benefits or the obligation to absorb losses from the trusts that could potentially be significant to the trusts. As the trusts only invest in loans facilitated by us and we continue to service the loans post origination through a service agreement and has the ability to direct default mitigation activities, we have the power to direct the activities of the trusts that most significantly impact the economic performance of the trusts. As a result, we are considered the primary beneficiary of the trusts and consolidated the trusts’ assets, liabilities, results of operations and cash flows.

Revenue Recognition

We derive our revenues principally from shippers’ and truckers’ use of our platform in connection with freight matching services and value-added services.

We adopted ASC 606, Revenue from Contracts with Customers, for all periods. According to ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services is transferred to the Group’s customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services, after considering reductions by estimates for refund allowances and discount.

VAT are included in revenue on a gross basis as we determine that we are the principal of VAT in the PRC, based on the fact that we are primarily responsible for fulfilling the promise to pay VAT, which equals the sales amount multiplied by the applicable VAT rate, as a seller of services under PRC Value-added Tax Provisional Regulations and the Pilot Implementation Measures for the Reform of Business Tax to Value-added Tax. In addition, we are subject to penalty or any other actions taken by tax authorities if we do not pay VAT assessed on our sales activities timely. We also considered our discretion in establishing the VAT. As the VAT rate is determined by relevant tax authorities, we don’t have complete discretion in establishing VAT. However, we do not believe this ability (or lack thereof) to determine the amount of VAT to be a determinative indicator of which party is the principal. We believe that the fact that we are primarily responsible for fulfilling the promise to pay VAT as a seller of services to be more relevant in the assessment of which party is the principal.

For the years ended December 31, 2019 and 2020, RMB1,359 million and RMB1,434 million (US$220 million) of VAT were included in net revenues, respectively, and the majority of which was generated from freight brokerage services.

Freight listing services

We charge the shippers membership fees for posting shipping orders on our platform. Membership fee is prepaid by shippers registered on our platform for activating their rights of making shipping orders on the platform. Revenue from membership fee is recognized on a straight-line basis over the term of the membership period or based on the number of shipping orders posted depending on the specific terms in membership agreements.

Freight brokerage services

We provide freight brokerage services to shippers registered on our platform, assisting the shippers to identify appropriate truckers and enabling truckers to receive and fulfill on-demand requests from shippers. As a freight broker, we enter into a shipping contract with the shipper as well as a shipping contract with a trucker matched by the platform or designated by the shipper to fulfill the shipping order.

We conclude that we act as an agent in the provision of shipping services as we are not responsible for fulfilling the promise to provide the shipping services, nor do we have the ability to control the related services. Specifically, we do not have the ability to control the shipping services provided by truckers due to: (i) we do not

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pre-purchase or otherwise obtain control of the truckers’ services prior to their transfer to the shippers; (ii) we do not guarantee a shipping order could be taken by a trucker; (iii) we cannot direct the truckers to accept, decline or disregard a shipping order. The service fee earned by us is the difference between the amount paid by the shipper and the amount earned by the trucker, which are both fixed at the time a transaction is entered into. The revenue is recognized on a net basis at the point of fulfillment of the shipping order as this is when control of the services provided by us is transferred to the shipper, considering the shipper has the right to cancel the shipping order at any point as long as the cancellation is agreed by the trucker, with no payment to us, and we would need to reperform substantially all the activities completed prior to the cancellation if it is to fulfill the remaining performance obligation to the shipper, and the fulfillment of a shipping order generally takes no greater than three days.

Transaction commission

From August 2020, we started charging commissions from truckers when they take orders originating from certain cities. The commission fee charged for a shipping order is computed based on the shipping fee of such shipping order. The commission is recognized as revenue when the trucker takes the order as this is the point in time we complete the matching service.

Credit solutions

We provide loans using our own fund or through the consolidated trusts to the shippers and truckers registered on our platform to cater to their various essential needs and increase their stickiness and engagement on our platform. We recognize the fees and interests charged to the borrowers as “credit solutions revenue” over the lifetime of the loans using the effective interest method.

We also facilitate loans to the shippers and truckers registered on our platform for certain institutional funding partners. For loans facilitated by us, we may provide guarantee services to our institutional funding partners whereby in the event of default, the institutional funding partners are entitled to receive unpaid interest and principal from us. Given that we effectively take on all of the credit risk of the borrowers and are compensated by the service fees charged, the guarantee is deemed as a service and the guarantee exposure is recognized as a stand-ready obligation in accordance with ASC 460, Guarantees.

We determine that both the institutional funding partners and the borrowers are our customers pursuant to the contractual terms among us, the borrowers and the institutional funding partners. For each loan facilitated on the platform, we consider the loan facilitation service, post origination service and guarantee service (not applicable for arrangements where we do not provide guarantee service) we provide as separate performance obligations because they are distinct in that customers can benefit from each service on its own and our promises to deliver the services are separately identifiable from one another in the contracts.

We determine the total transaction price to be the service fees chargeable from the borrowers and the institutional funding partners.

We first allocate the transaction price to the fair value of guarantee liabilities, if any, in accordance with ASC 460, and then allocate the remaining considerations to the loan facilitation services and post origination services based on their relative standalone selling prices. As we do not have observable standalone selling price information for the loan facilitation services or post origination services or direct observable standalone selling prices for similar services in the market, we use expected cost plus margin approach to estimate the standalone selling prices of loan facilitation services and post-origination services for transaction price allocation. In estimating our standalone selling prices for the loan facilitation services and post origination services, we considers various factors including the cost incurred to deliver such services, profit margin for similar arrangements, customer demand, effect of competitors on our services, and other market factors.

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For each type of service, we recognize revenue when the service is rendered. Revenues from loan facilitation services are recognized at the time a loan is originated between the institutional funding partner and the borrower and the principal loan balance is transferred to the borrower, at which time the facilitation service is considered completed. Revenues from post origination services are recognized on a straight-line basis over the term of the underlying loans as the post-origination services including payment reminder calls and collection services are a series of distinct services that are provided to the institutional funding partners over the term of the underlying loans. Revenues from guarantee services are recognized at the expiry of the guarantee term. For the years ended December 31, 2019 and 2020, revenue from guarantee services was immaterial.

Other value-added services

Other services provided by the Group mainly comprise agency services provided to insurance companies, highway authorities, gas station operators and automakers and dealers in their businesses to meet various essential needs of shippers and truckers. Revenue is recognized when service is rendered.

Multiple performance obligations

When certain service contracts are combined as one arrangement for revenue recognition purposes and the entire arrangement contains more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the relative standalone selling prices of the promised services underlying each performance obligation. In these instances, as we frequently sell each type of service with observable standalone selling prices, the observable standalone sales are used to determine the standalone selling price of each performance obligation.

Cost of revenues

Cost of revenues primarily consists of VAT, related tax surcharges and other tax costs, net of tax refund from government authorities, payroll and related expenses for employees involved in operating our platforms, technology service fee, and commission fee paid to third party payment platform as well as funding costs related to credit solution services.

VAT cost is primarily related to freight brokerage services, and is assessed based on the total transaction price with the shipper, including the freight charge paid to the trucker (for which we are an agent) and the platform service fee earned by us. We operate our freight brokerage business with the road transportation license obtained from the government, which requires us to pay VAT at a rate of approximately 9% pursuant to the relevant VAT regulations for transportation service segment. We receive partial VAT refunds from local financial bureaus as an incentive for developing the local economy and business, which is recorded as a reduction of the VAT cost.

For the years ended December 31, 2019 and 2020, gross amount of VAT cost was RMB1,814 million and RMB1,833 million (US$281 million) respectively, and VAT refund amount was RMB861 million and RMB939 million (US$144 million), respectively.

Loans receivable, net

Loans receivable represents loans provided directly by us or through the consolidated trusts to the shippers and truckers registered on our platform to cater to their various essential needs and increase their stickiness and engagement on the our platform. Loans receivable are reduced by a valuation allowance estimated as of the balance sheet date.

The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in each of the portfolios as of the balance sheet date. The portfolios are determined based on the loan

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type, the term of the loan, and the repayment schedule. The allowance is estimated for each portfolio based on an assessment of various factors such as historical delinquency rate, size, and other risk characteristics of the portfolio. We recorded RMB127.8 million and RMB94.2 million (US$14.4 million) in 2019 and 2020, respectively, in provision for loans receivables.

We write off loans receivable with a corresponding reduction of the allowance for loans receivable when the loan principal and interest are deemed to be uncollectible, primarily including loans receivable that are past due for more than 180 days as they are not considered collectible based on the our historical experiences.

We do not record any “credit solutions revenue” on an accrual basis for the loans that are past due for more than 90 days. Loans are returned to accrual status if they are brought to non-delinquent status or have been performed in accordance with the contractual terms for a reasonable period of time and, in our judgment, will continue to make periodic principal and interest payments as scheduled.

Intangible assets

Intangible assets purchased are recognized and measured at cost upon acquisition. Intangible assets arising from the merger of Yunmanman with Huochebang and the acquisition of Shengsheng Huitouche, including trademark, domain name, platform and software are recognized and measured at fair value based on a valuation upon acquisition. We made estimates and judgments in determining the fair value of Huochebang and Shengsheng Huitouche with assistance from an independent valuation firm.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the merger of Yunmanman with Huochebang in 2017 as well as the acquisition of and Shengsheng Huitouche in 2020. Goodwill is not amortized but is reviewed at least annually for impairment or earlier, if any indication of impairment exists.

Under U.S. GAAP, we have the option to choose whether it will apply the qualitative assessment first and then the quantitative assessment, if necessary, or to apply the quantitative assessment directly. If we choose to apply a qualitative assessment first, it starts the goodwill impairment test by assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we determine that it is more likely than not the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. On January 1, 2019, we early adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment, which allows us to perform our annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.

Income taxes

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statement, net operating loss carry forwards

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and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the consolidated statement of operations and comprehensive loss in the period of the enactment of the change.

Measurement of share-based compensation

We account for share options granted to employees and directors as a lability award or an equity award in accordance with ASC 718, Stock Compensation. We recorded RMB455.6 million and RMB3,486.3 million (US$534.3 million) in 2019 and 2020, respectively, in share-based compensation expenses in relation to share-based award grants.

Options granted generally vest upon satisfaction of service conditions over the following serval years. They are measured at the grant date and recognized as compensation cost over the vesting periods, with the corresponding credit recorded as additional paid-in capital. Certain options are subject to an exercisability clause where employees can only exercise vested options upon the occurrence of the public trading of the Company’s ordinary shares, which substantially creates a performance condition. We have not recorded any compensation expense for such options as the satisfaction of the performance conditions is considered improbable.

According to ASC 718, a change in any of the terms or conditions of equity-based awards shall be accounted for as a modification of the award. Therefore, we calculate incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified. For vested options, we would recognize incremental compensation cost on the date of modification and for unvested options, we would recognize, prospectively and over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award.

Options or similar instruments on shares are classified as liabilities instead of equity if either of the following conditions is met: the underlying shares are classified as liabilities; or the options or similar instruments must be settled in cash or the grantee can require the entity to settle in cash.

We measure a liability award under a share-based payment arrangement based on the award’s fair value re-measured at each reporting date until the date of settlement. Compensation costs for each period until settlement are based on the change in the fair value of the instrument at each reporting date.

The fair value of each option that is subject to valuation during the years ended December 31, 2019 and 2020 was estimated using the binomial option pricing model with the assumptions (or ranges thereof) in the following table:

	Year ended December 31,
	2019			2020
Expected volatility		34.2%~35.9	%		35.9%~39.3	%
Risk-free interest rate (per annum)		1.67%~2.46	%		0.30%~1.04	%
Exercise multiples		2.80			2.80
Expected dividend yield		0.00	%		0.00	%
Fair value of underlying ordinary shares		$0.216~0.259			$0.261~0.395
Fair value of share option		$0.293~0.305			$0.294~0.395

We estimated expected volatility by reference to the historical price volatilities of ordinary shares of comparable companies over a period close to the contract term of the options. We estimated the risk-free interest

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rate based on the yield to maturity of U.S. government bonds as at each valuation date with a maturity period close to the contract term of options. The exercise multiple was estimated based on empirical research on typical employee stock option exercising behavior. The dividend yield was estimated as zero based on the plan to retain profit for corporate expansion and no dividend will be distributed in the near future. We determined the fair value of ordinary shares underlying each share option grant based on estimated equity value and allocation of it to each element of its capital structure. The assumptions used in share-based compensation expenses recognition represent the Group’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period.

Valuations of our ordinary shares were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, and with the assistance of an independent valuation firm from time to time. The assumptions we use in the valuation model are based on future expectations combined with management judgment, with inputs of numerous objective and subjective factors, to determine the fair value of our ordinary shares, including the following factors:

• our operating and financial performance;

• current business conditions and projections;

• our stage of development;

• the prices, rights, preferences and privileges of our redeemable convertible preferred shares relative to our ordinary shares;

• the likelihood of occurrence of liquidity event and redemption event;

• any adjustment necessary to recognize a lack of marketability for our ordinary shares; and

• the market performance of industry peers.

In order to determine the fair value of our ordinary shares underlying each share-based award grant, we first determined our business entity value, or BEV, and then allocated the BEV to each element of our capital structure (redeemable convertible preferred shares and ordinary shares) using an option pricing method. In our case, three scenarios were assumed, namely: (i) the liquidation scenario, in which the option pricing method was adopted to allocate the value between redeemable convertible preferred shares and ordinary shares, and (ii) the redemption scenario, in which the option pricing method was adopted to allocate the value between redeemable convertible preferred shares and ordinary shares, and (iii) the mandatory conversion scenario, in which equity value was allocated to redeemable convertible preferred shares and ordinary shares on an as-if converted basis. Increasing probability was assigned to the mandatory conversion scenario during 2019 and 2020 in light of preparations for our initial public offering.

In determining the fair value of our BEV, we applied the income approach/discounted cash flow, or DCF, analysis based on our projected cash flow using management’s best estimate as of the valuation date. The determination of the fair value of our ordinary shares requires complex and subjective judgments to be made regarding our projected financial and operating results, our unique business risks, the liquidity of our shares and our operating history and prospects at the time of valuation.

Assumptions and estimates will not be necessary to determine the fair value of our ordinary shares upon the listing of our ADSs on the NYSE.

Internal Control Over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control and procedures over financial reporting. In the course of

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auditing our consolidated financial statements for the year ended December 31, 2020, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2020. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weakness identified relates to the lack of sufficient skilled financial reporting and accounting personnel with appropriate knowledge, in particular, to (i) to establish and implement key controls over period end closing, financial reporting and contract management, and (ii) to handle accounting issues and to properly prepare and review financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal control over financial reporting. We and they are required to do so only after we become a public company. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

To remedy our identified material weakness subsequent to December 31, 2020, we have started adopting measures to improve our internal control over financial reporting, including, among others: (i) implementing regular U.S. GAAP and SEC financial reporting training programs for our accounting and financial personnel; (ii) developing and implementing a comprehensive set of period-end financial reporting policies and procedures, including a more systematical contract management for those signed under overseas holding company and timely communication between legal and finance department to analyze the terms and accounting impacts of significant financing or investing contracts, especially for non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are in compliance with U.S. GAAP and SEC reporting requirements; (iii) conducting regular and continuous U.S. GAAP accounting and financial reporting programs and sending our financial staff to attend external U.S. GAAP training courses; and (iv) hiring additional resources to strengthen the financial reporting function and setting up a financial and system control framework.

However, we cannot assure you that we will remediate our material weakness in a timely manner. See “Risk Factors—Risks Relating to Our Industry and Business—If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our company and the market price of our ADSs may be adversely affected.”

As a company with less than US$1,070,000,000 in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We will take advantage of the extended transition period. As a result of this election, our financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

Recent Accounting Pronouncements

Please refer to Note 2 to our consolidated financial statements included elsewhere in this prospectus.

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INDUSTRY OVERVIEW

Logistics Is Vital to China’s Economy

China has undergone rapid economic growth and technological development during recent decades. China’s economy has shown greater resilience and growth prospects than most other countries during the COVID-19 pandemic with GDP estimated to expand by 2.3% in 2020, the only major world economy with positive growth, according to National Bureau of Statistics of China (NBS).

Logistics is vital to China’s economy, involving transportation, warehousing and supply chain management for raw materials, industrial goods and consumer goods. Integral to maintaining the efficiency of supply chains, logistics connects and supports the massive manufacturing and consumption segments in China with tens of millions of logistics participants. China is the world’s largest logistics market. Despite the supply chain disruptions and lockdowns due to the COVID-19 pandemic, China’s logistics sector has demonstrated strong resilience with a positive logistics spending growth from RMB14.6 trillion in 2019 to RMB14.9 trillion in 2020. In line with the stable growth of China’s economy, the spending is forecasted to reach RMB19.3 trillion by 2025, representing a CAGR of 5.3% from 2020 to 2025.

Despite its sheer scale, China’s logistics industry has low efficiency and high indirect costs. In 2020, China’s total logistics spending accounted for 14.7% of GDP, according to NDRC, compared to approximately 7.6% in the U.S., according to the CIC Report. Inefficiencies in China’s logistics industry arise due to a number of reasons, such as asymmetric information, lack of standards and high cargo damage, which have all led to high indirect transaction costs in China’s logistics industry. According to the CIC report, approximately 30% of total logistics spending in China in 2020 represented wasteful spending due to poor planning and management or cargo losses. Inefficiencies in China’s logistics industry create opportunities of increasing outsourcing to third-party logistics and supply chain management service providers with strong expertise and capabilities to address these shortcomings.

China’s logistics industry is driven by strong demand from primary and secondary sectors. Agricultural and industrial activities account for 45.5% of China’s GDP in 2020, compared to only about 19% in the U.S., presenting sizable demand for logistics services, which is further reinforced by the uneven geographic distribution of resources and downstream industries. Other major drivers for the industry include (i) strong consumer confidence and growing internal circulation as China transitions into a new phase of economic development with domestic consumption expected to be a key driver of economic growth; (ii) advanced technology and ascendant digitalization, such as 5G, cloud computing, artificial intelligence, or AI, Internet of Things, or IoT, and autonomous driving; and (iii) continued globalization as China continues to play an integral role in global commerce.

Overview of China’s Road Transportation Industry

Transportation is the largest sector in China’s logistics industry, taking up over 50% of the total logistics spending. With total length of expressway network reaching approximately 150,000 kilometers, China has one of the world’s most established road networks. Road transportation is the largest component of China’s transportation industry, accounting for approximately 80% of total transportation spending in 2020. Despite the lockdown induced by COVID-19 in January and February 2020, China’s road transportation industry has largely recovered by the end of 2020. Given the high flexibility, low infrastructure investment requirements and convenience of door-to-door delivery, road transportation is expected to remain the major means of transportation in the near future in China.

The road transportation industry can be divided into three major segments according to freight weight:

• Full-truckload, or FTL: a transportation service of which the subject is a dedicated shipment of a full truckload, typically directly from the point of departure to the point of destination through line-haul with freight weight over three tons.

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• Less-than-truckload, or LTL: a transportation service of which the subject shipment is less or lighter than a full truckload, typically put together with other shipments into a full truckload with freight weight between 30 kilograms and 3 tons.

• Express: a timely transportation service of which the subject shipment is typically one piece of goods of lower value and with freight weight within 30 kilograms.

The diagram below illustrates the general landscape of the China’s road transportation industry and major segments:

The road transportation industry can be also divided into two major segments by length of haul: intra-city transportation and inter-city transportation. Intra-city transportation refers to the transportation market where length of haul is within 100 kilometers. Inter-city transportation represents the market where length of haul is over 100 kilometers.

Key characteristics of China’s road transportation industry are:

• High fragmentation on both sides. According to the CIC report, there were approximately 8.1 million carriers in China in 2020, each with around four trucks on average, compared with 0.6 million carriers in the U.S., each with around 26 trucks on average. Furthermore, about 80% of carriers in China are individual truckers with only one truck. Shippers are equally fragmented in China and consist of a large number of long-tail, small and medium-sized enterprises. According to the MIIT, there were 30 million small and medium enterprises in China in 2019. High fragmentation has led to poor economies of scale in the industry.

• Spot dominant. China’s road transportation market is a spot dominant market with higher proportion of spot demand primarily due to highly asymmetric information between the demand and supply sides, seasonality in shippers’ demand and the uneven geographic distribution of resources and downstream industries. For example, approximately 80% of the FTL shipping orders fulfilled by truckers are attributable to spot demand, according to the CIC report.

• Favorable regulatory tailwinds. Since 2015, the Chinese government has issued a series of policies to promote cost reduction and efficiency enhancement in the logistics sector and the development of intelligent and standardized logistics through technology and innovation.

Below are the key addressable markets of FTA within China’s road transportation industry:

FTL Market

FTL is the largest segment in China’s road transportation market in terms of the gross transaction volume, or GTV of freight fee. It also accounts for about 70% of China’s road transportation market in terms of goods turnover, according to the CIC report. In 2020, an aggregate of 997 million inter-city shipping orders were completed in China’s FTL segment. The total number of trucks utilized in the segment represents a substantial share of the total trucks in China. In 2020, there were 9.1 million heavy-duty and medium-duty trucks with truckload above 4 tons (including 6.2 million freight trucks and 2.9 million engineering trucks) out of 31 million

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total trucks in China, and 13.7 million heavy-duty and medium-duty truckers (including 9.2 million freight truckers and 4.5 million engineering truckers) out of 35 million total truckers in China.

FTL goods typically are shipped directly from the point of departure to the point of destination through linehaul without the need of aggregation of shipments from time to time, making it suitable for management and scheduling through standardized online platforms. Due to high fragmentation, only approximately 20% of FTL shipments involve truckers with a term contract, according to the CIC report. The remaining shipments, typically without formal contracts, involve either fee-charging intermediaries or acquaintance truckers. Shipments through acquaintance truckers are typically not economical because they do not present a stable and scalable source of income for truckers and are typically priced above the optimal price shippers can source from an efficient market. According to the CIC report, the FTL market is expected to reach RMB4.5 trillion in 2025.

LTL Market

LTL market historically has grown faster than FTL due to tailwinds from e-commerce growth and fragmentation of economic activities. Growing number of small-batch and multi-variety shipping orders in the upstream manufacturing industries, improved efficiency of cargo pooling on nationwide platforms and increased demand for large-sized parcels, such as home appliances and furniture, have been driving the growth of LTL market. Compared with FTL market, LTL introduces added complexity in matching and managing shipments as to maximize truck utilization and minimize transportation times. Depending on the freight weight, LTL market can be divided into small ticket LTL (between 30 and 500 kilograms) and large ticket LTL (between 500 kilograms and three tons). Due to similarities in freight weight and thus the types of goods transported, small ticket LTL is operationally similar to the express market, whereas large ticket LTL is comparable to the FTL market. According to the CIC report, the LTL market is expected to reach RMB1.9 trillion in 2025, and the contribution from large ticket LTL is expected to remain at 70%.

Intra-city Transportation Market

Intra-city transportation refers to a portion of FTL, LTL and express transportation where length of haul is within 100 kilometers. Intra-city transportation market represents massive demand of bulk transportation among train stations, ports and warehouses, as well as growing demand of intra-city service, mostly from retail, consumer goods, pharmaceuticals, and automobile sectors. Surging delivery demand from new retail and shift from in-house transportation to outsourcing for higher efficiency further drive the demand for intra-city transportation services. According to the CIC report, the intra-city transportation market amounted to RMB1.2 trillion in 2020, and 15% of the shipping orders placed by shippers in this market were attributable to spot demand. Spot demand for intra-city transportation is expected to increase from RMB0.2 trillion in 2020 to RMB0.3 trillion in 2025, representing a CAGR of 9.1%.

Challenges Facing Shippers and Truckers in China’s Road Transportation Industry

Due to the highly fragmented, complex and inefficient nature of the road transportation industry in China, shippers and truckers have traditionally been faced with several challenges:

For shippers:

• Difficult to find truckers. It often takes days to find reliable truckers as the process is largely conducted offline or by phone with no efficient protocols for information exchange, making it hard to find a suitable match. Many shippers have to go through brokers or third-party logistics, or 3PL, companies to find truckers, as they are not familiar with the process.

• High costs and opaque pricing. Brokers or 3PL companies incur fixed costs to rent space at logistics parks and shippers go through multiple layers of middlemen, adding to shipment costs. Asymmetric information on prevailing freight rates also lead to potential mispricing of shipment costs.

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• Low service quality. Transactions between shippers and truckers are often entered into on blind faith and there is no effective way of ensuring their interests are protected. Due to limited tools and value-added services, shippers have difficulty tracking delivery progress and confirming actual expenses incurred by truckers, and could be subject to damage to shipment value without proper insurance coverage, which leads to frequent disputes between shippers and truckers and low assurance of the quality of service provided to shippers.

For truckers:

• Low truck utilization. Truck utilization is limited in China due to highly asymmetric information, especially for individual truckers on back-hauls, and low adoption of sophisticated solutions such as route optimization and GPS tracking. Truckers traditionally go to designated logistics parks to find their next shipment where the average lead time to find a shipment is two to three days. As the nearest logistics park is on average 50 kilometers away from their last shipment destinations, truckers would have to travel a considerable distance, or so-called “deadhead miles”, to find their next shipments, resulting in additional fuel costs, toll fees and time.

• Low income visibility. Truckers make a living on sporadic shipping orders and have limited ability to plan their routes in advance and limited visibility on their cash flow.

• Poor protection of interests. The interests of truckers are poorly protected and disputes often arise with shippers as transactions are entered into in blind faith without proof of record or protocols for dispute resolution. Shippers often delay or decline payment to truckers after the completion of a shipment, which affects the livelihood of truckers and the overall level of trust in the industry.

Rise of Digital Freight Platforms

Catalyzed by the proliferation of smartphones and mobile internet infrastructure, demand for online, standardized and digital solutions has emerged for both shippers and truckers and spawned a variety of digital freight platforms, including marketplaces, digital carriers and freight brokerage platforms. Digital freight platforms enable shippers and carriers to share information, locate proper resources, and complete shipping orders on an integrated platform. In 2020, strict disease prevention measures and prolonged quarantine period in China in response to COVID-19 further drove the adoption of online platforms.

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Digital freight platforms, as an integrated logistics platform, are well positioned to capture this secular shift because they can abate information asymmetry, improve efficiency and create incremental value. Digital freight platforms started out by enabling shippers and truckers to acquire information online about freights and trucks. Over time, digital freight platforms have replaced the traditional offline logistics park model with standardized and digital solutions. They are able to deliver an end-to-end transaction experience that can match shippers with the most suitable truckers through by recommending or dispatching shipping orders to improve the overall efficiency on the road network. Penetration of digital freight platforms is rapidly growing, with the GTV of digital freight platforms reaching over 4% of total road transportation market in 2020 and expected to reach 18% by 2025, according to CIC. FTA, the largest digital freight platform in China by GTV in 2020, had over twice the number of registered heavy-duty and medium-duty truckers as the second to fifth largest digital freight platforms combined as of December 31, 2020, according to the CIC Report. The diagram below illustrates the paradigm shift before and after the emergence of digital freight platforms:

Key Trends for Digital Freight Platforms in China

• Rapid adoption of digital freight platform. Compared to U.S. market where there are a number of large scale offline freight providers, China’s road transportation market has historically been highly fragmented with no dominant offline freight service providers. The rise of digital freight platforms replaced a large number of small offline brokers and provided an accelerated transformation and disruption to China’s road transportation market. Due to lack of meaningful alternatives, truckers and shippers have rapidly adopted the solutions provided by digital freight platforms.

• Higher level of standardization and digitalization. As digital freight platforms further penetrate China’s road transportation market, they are able to transform the market through digitalization and standardization of transaction processes and application of advanced technologies. Digital freight platforms bring more efficiencies to the supply chains and offer greater value to their ecosystem participants and set the industry standards for scope of service, truck types and delivery time, among other things, for industry participants to follow.

• Technology playing an increasingly important role. Advances in AI technology will drive optimization and innovation in China’s road transportation industry. Digital freight platforms can apply AI towards various scenarios such as demand prediction, pricing determination and route optimization, which would enable higher agility and greater efficiency in the road transportation industry. For example, by leveraging their technology and data capabilities and extending their services from matching one shipper with one trucker such as in the FTL market to matching multiple shippers with one trucker such as in the LTL market, digital freight platforms are able to reduce friction and achieve optimization of the road network.

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Monetization Opportunities for Digital Freight Platforms

We believe that inefficiency and pain points facing shippers and truckers represent significant opportunities for digital freight platforms and the transformation of the road transportation market is still at its early stages.

Freight matching

Digital freight platforms are able to diminish the information asymmetry in the industry and address various road logistics use cases, which represents significant revenue growth and margin expansion opportunities. As such, we believe the entire road transportation market in China represents a vast total addressable market, or TAM, for digital freight platforms. According to the CIC report, China’s combined FTL and LTL markets amount to RMB5.3 trillion in 2020, calculated as the product of freight fee per ton kilometers and total freight turnover for FTL and LTL segments.

Value-added services

By leveraging advanced technology and data analytics to facilitate transactions, digital freight platforms enable more business partners from the road transportation ecosystem to participate on their platforms and provide value-added services that cater to the needs of shippers and truckers from credit solutions to other services including ETC, insurance and fuel, thus creating enormous commercial value. For example in 2025, total loan disbursement of credit solutions for shippers and truckers is expected to reach RMB1.5 trillion; total sales of diesel and insurance premium for road transportation will be approximately RMB0.6 trillion and RMB0.7 trillion, respectively, according to the CIC report.

Key Success Factors of Digital Freight Platforms

• Nationwide network. Digital freight platforms that serve a nationwide network have better ability to address shipper and trucker needs than those that serve specific regions or cities with networks that are localized and not interconnected. Building a nationwide network is complex because it involves synthesizing a massive amount of non-standardized and multi-faceted data points with varying degrees of accuracy and completeness. Digital freight markets therefore require strong data capabilities to digitalize and standardize information and management and scheduling of transport at national scale. A national network is essential for a digital freight platform to achieve powerful network effects and creates high barrier to new entrants, especially regional players.

• Large shipper and trucker base. The ability to attract and retain a critical mass of shippers and truckers and keep them active on the platform is a key competitive advantage.

• Comprehensive solutions with transaction capabilities. In addition to access to freight and truck information, digital freight platforms allow truckers and shippers to complete the key steps of transactions online, and monetize through commission as well as other value-added services in relation to the transactions facilitated on their platforms.

• Technology capabilities. Innovative use of advanced technology such as AI, machine learning and data analytics are key to the success of online logistics platforms. Road transportation generates massive amount of data around shipper and trucker profiles, transactions, fulfillments and payments that have historically been difficult to structuralize and utilize. Through combining this high quality transportation data with AI techniques, digital freight platforms can unlock greater efficiencies on their platforms, providing higher-quality service while reducing unnecessary costs.

• Strong reputation. Safety and trust are essential in the industry, given significant information asymmetry. Shippers and truckers tend to choose well-established online logistics platforms that provide robust safety tools for the transactions.

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BUSINESS

Our Mission

Our mission is to make logistics better. We are shaping the future of logistics with technology.

Logistics is the lifeblood of our economy, powering the movement of goods and connecting the engines of production and consumption. We aspire to revolutionize logistics, improve efficiency across the value chain and reduce carbon footprint for our planet.

Overview

Full Truck Alliance, or FTA, is the world’s largest digital freight platform by gross transaction value, or GTV, in 2020, according to the CIC Report. We have transformed China’s road transportation industry by pioneering a digital, standardized and smart logistics infrastructure across the value chain.

Our platform connects shippers with truckers to facilitate shipments across distance ranges, cargo weights and types. We have built a vibrant ecosystem of millions of shippers and truckers. In March 2021, approximately 1.4 million shippers posted shipping orders on our platform. In 2020, we facilitated 71.7 million fulfilled orders with GTV of RMB173.8 billion (US$26.6 billion), and over 2.8 million truckers fulfilled shipping orders on our platform. Approximately 20% of all China’s heavy-duty and medium-duty truckers fulfilled shipping orders on our platform in 2020, according to the CIC Report. In the first quarter of 2021, we facilitated 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion), representing 170.2% and 108.0% year-over-year growth, respectively.

Industry Background and Challenges

China has the world’s largest road transportation market with a market size of RMB6.2 trillion (US$951.5 billion) in 2020, according to the CIC Report. The transportation of full-truckload, or FTL, and less-than-truckload, or LTL, shipments, makes up a majority of the road transportation market in China, amounting to RMB5.3 trillion (US$816.7 billion) in 2020 and expected to reach RMB6.5 trillion by 2025, according to the CIC Report.

The road transportation industry in China is highly fragmented, complex and inefficient. Road shipments are primarily arranged on-demand, and information is highly asymmetric. There is a high degree of fragmentation among both shippers and truckers, with a large long-tail of shippers who are small and medium-sized enterprises, and truckers who are individual owner-operators. This is structurally different from the U.S., where shippers are concentrated and served by scaled incumbents. In China, the matching of shippers and truckers traditionally took place offline in remote logistics parks, where shipping orders were written on blackboards in a disorganized manner, with most of the negotiation process conducted over the phone or in person.

As a result, industry participants faced significant challenges in China. Typically, shippers spent days to find a trucker and had to go through multiple layers of middlemen, resulting in higher costs. Pricing was opaque, and transactions were entered into in blind faith, without adequate protection of shipper or trucker interests. Truck utilization was limited due to highly asymmetric information, especially for individual truckers on back-hauls, who usually spent days in finding their next shipments. Truckers made frequent trips to logistics parks, which were typically over 50 kilometers away from their last shipment destinations, to find their next shipments, resulting in wasted mileage, fuel costs and time. They were not able to plan their routes and had limited visibility on their income. The lack of standardized protocols and trust between shippers and truckers led to frequent disputes, resulting in unfulfilled transactions and payment delays, further undermining trust and efficiency in the industry.

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The FTA Platform

We believe the key to addressing these industry challenges is a digital, standardized and smart platform that connects shippers and truckers seamlessly. Leveraging the proliferation of smartphones and the mobile internet, we established nationwide infrastructure and industry standards that promote transparency, trust and efficiency across the logistics industry. In so doing, we are contributing to China’s economic growth, improving lives of millions of shippers and truckers, and reducing carbon footprint for our planet.

Yunmanman and Huochebang were founded in 2013 and 2011, respectively, and both companies rapidly grew to become leading digital freight platforms in China. The two companies merged to create FTA in 2017, establishing a nationwide road logistics network with significant economies of scale.

We are constantly improving our offerings to better meet the diverse, complex and often non-standard needs of industry participants. 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.

The diagram below illustrates the major components of our platform.

Freight matching services

• Freight listing service. In 2011 and 2013, Huochebang and Yunmanman each began providing freight listing service through QQ and WeChat groups, taking the first step towards the digital transformation of China’s road transportation industry. At the end of 2013 and early 2014, Yunmanman and Huochebang each launched their mobile apps, where shippers could post shipping orders and truckers could contact them to find their next shipments in a standardized manner. After the two companies merged at the end of 2017, we began monetization of freight listing service in 2018 by launching membership service for frequent shippers, allowing paying shippers to post more shipping orders than non-paying shippers.

• Freight brokerage service. In January 2018, we launched freight brokerage service, going a step further from freight listing service to provide end-to-end freight matching service with a higher level of service quality assurance to shippers. As a freight broker, we 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 we collect from shippers and the amount we pay to truckers

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represents our platform service fee. We assume the legal obligation to pay VAT, which is assessed on the entire selling price of the shipping service and platform service. We receive partial tax refunds in the form of government subsidies from local financial bureaus as an incentive for developing the local economy and business. We issue VAT invoices to shippers that they can use for tax deductions, solving a significant pain point for many shippers when contracting with truckers. Shippers can track the transaction at each step in real-time and make payment for freight fees online. We also assume liability for cargo damages up to a specific amount per shipment, and obtain cargo insurance under certain circumstances to mitigate our risk.

• Online transaction service. Building on the technology and operational knowhow developed from our freight listing and brokerage services, we launched online transaction service to further digitalize shipping transactions and enable shippers and truckers to transact through our platform. Truckers are required to make payments for freight deposits to our platform to secure a shipping order, which contributes to better service quality and higher fulfillment rates. We also offer shippers the option to track the transactions at each step in real-time. In August 2020, we began monetization of our 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 March 2021, we collected commissions on shipping orders with GTV of RMB793.8 million, representing 96.8% of the total GTV originating from these three cities on our platform. Our daily average order volume and trucker retention remained stable in these cities since August 2020, demonstrating our users’ acceptance of such commissions. We started collecting commissions on shipping orders originating from certain other cities on a smaller scale in the fourth quarter of 2020. We plan to roll out commissions in more cities in the future. In March 2021, we collected commissions in a total of 60 cities on shipping orders with GTV of RMB8.6 billion, representing 89.6% of the total GTV originating from these 60 cities and 36.3% of the total nationwide GTV facilitated through our platform in the same month. Our total commission charges from these 60 cities were RMB46.6 million in March 2021.

Value-added services

We provide a range of value-added services, which cater to various essential needs of shippers and truckers and increase their stickiness and engagement on our platform. Shippers can access transportation management system, credit solutions and insurance on our platform. Truckers can access software for routing and managing traffic ticket records, credit solutions, insurance, electronic toll collection, or ETC, services and energy services on our platform.

Benefits to Shippers and Truckers

Key benefits we provide to shippers and truckers include:

• Efficient freight matching. Shippers can post shipping orders in a standardized manner on their mobile phones anytime and anywhere, without having to go through intermediaries or travel to logistics parks. Shippers can get quotes from reliable truckers often within minutes rather than days and make informed decisions about their suitability based on truckers’ profiles and track records. Truckers can find shipments in minutes while on-the-go, without having to travel to and wait for days at logistics parks. They also save on the mileage and time of traveling long distance to and from logistics parks between shipments.

• Better profitability. Shippers enjoy lower shipping costs and more transparent pricing as they can interface directly with truckers, cutting out layers of middlemen and the need to rent space at logistics parks. According to the CIC Report, a shipping transaction may involve multiple middlemen, and their fees typically account for a 10-15% of the freight fees paid by shippers. Truckers can achieve higher income and utilization rates as less time and mileage is spent finding shipments. According to a trucker

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survey conducted by CIC, 63% of the respondents found an increase in their monthly shipping orders after using digital freight platforms. They can optimize their schedule and routes, leading to more visible incomes. With the transaction standards established by us, they also have higher certainty of freight fee collection and shorter receivable days.

• Smarter operations. We enable shippers and truckers to operate in a smarter and more efficient manner. Shippers are supported by software that improve their operations such as transportation management systems as well as data-driven algorithms that recommend suitable pricing for shipments. Truckers are supported by software and data-driven algorithms that recommend suitable shipments, suggest optimal routes, and simplify their operations.

• Greater assurance of service quality. We facilitate every part of the logistics transaction from end to end. Interactions and transactions are recorded on our platform, improving accountability and providing a source of support for dispute resolution. Our platform can act as an escrow agent through which freight deposits are made to and held by our platform until shippers confirm that the relevant transactions are completed, allowing shippers and truckers to transact with greater assurance. We provide round-the-clock customer service and protocols for dispute resolution.

• Access to value-added services. We provide a comprehensive range of value-added services to shippers and truckers, catering to their diverse and complex needs and addressing various pain points. We only collaborate with business partners that have reliable track records to ensure the quality of value-added services offered to users.

Our Scale and Financial Performance

(1) in the year ended December 31, 2020.

(2) as of December 31, 2020.

(3) in the month of December 2020.

(4) over 2.8 million truckers fulfilled shipping orders on our platform in 2020, representing approximately 20% of China’s 13.7 million heavy-duty and medium-duty truckers in 2020.

We have grown rapidly and reached significant scale in recent years. We had over 1.3 million shipper MAUs in December 2020, representing a year-over-year growth of 42.2% from December 2019. As our platform’s matching efficiency continued to improve, our GTV increased significantly and reached RMB173.8 billion (US$26.6 billion) in 2020. China’s economy and our business was impacted by COVID-19, particularly in January and February 2020. Our average monthly GTV was RMB6.4 billion in January and February 2020, declining by 42.2% compared to average monthly GTV in the fourth quarter of 2019. We saw a strong recovery in transaction volumes for March 2020, achieving GTV of RMB 11.9 billion in March 2020,

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representing 145.4% growth compared to the previous month. Our GTV was RMB 51.5 billion (US$7.9 billion) in the first quarter of 2021, representing 108.0% year-over-year growth compared to the same period in 2020.

We are at an early stage of monetization. We generate revenue primarily from membership fees from shippers, freight brokerage fees from shippers, as well as interests and fees from value-added services to shippers, truckers and other ecosystem participants. We started monetization of online transaction service since August 2020, and we currently collect commissions from truckers for shipping orders originating from certain cities in China. Our total net revenues were RMB2,473.1 million and RMB2,580.8 million (US$395.5 million) in 2019 and 2020, respectively. We recorded net loss of RMB1,523.7 million and RMB3,470.5 million (US$531.9 million) in 2019 and 2020, respectively. We recorded non-GAAP adjusted net loss of RMB92.8 million in 2019 and non-GAAP adjusted net income of RMB281.1 million (US$43.1 million) in 2020.

Our Strengths

We believe the following strengths position us well to capitalize on the opportunities of a massive and rapidly changing road transportation market in China.

World’s largest and rapidly growing digital freight platform with powerful network effects

We are the world’s largest digital freight platform, according to the CIC Report, and we facilitated GTV of RMB173.8 billion (US$26.6 billion) and RMB51.5 billion (US$7.9 billion) in 2020 and the first quarter of 2021, respectively. This is a fraction of China’s road transportation GTV of RMB6.2 trillion (US$951.5 billion) in 2020, according to the CIC Report, which represents massive growth headroom for our platform. Our platform supports a nationwide network spanning over 300 cities and over 100,000 routes in China and caters to shipments across distance ranges, cargo weights and types. Approximately 20% of all China’s heavy-duty and medium-duty truckers fulfilled shipping orders on our platform in 2020, according to the CIC Report.

We have a vibrant ecosystem of shippers, truckers and other industry participants built over a decade of operations. In the early years of our operations, we were able to acquire a nationwide user base at low cost and without the use of platform-wide subsidies by deploying on-the-ground teams at offline logistics parks. Gradually, we digitally transformed the industry and phased out offline logistics parks. Today, we primarily acquire users by organic word-of-mouth referrals and through online channels. We had over 1.3 million shipper MAUs in December 2020, representing a year-over-year growth of 42.2% from December 2019. We facilitated 71.7 million fulfilled orders with GTV of RMB173.8 billion (US$26.6 billion) in 2020 and 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion) in the first quarter 2021.

We enjoy increasingly powerful network effects and operating leverage as our platform continues to grow. As more shippers join the network, truckers have better options, fewer empty miles and fewer wasted hours, allowing them to earn more per day. As more truckers join the network, capacity increases and shippers see lower costs and higher service quality. Other industry participants, such as financial institutions, insurers, highway authorities, gas station operators, automakers and dealers, are attracted to our platform due to our large and growing base of shippers and truckers, increasing our ability to address shipper and trucker needs through value-added services, which in turn increases their engagement and attracts other shippers, truckers and industry participants to our platform.

In contrast to online car hailing platforms, digital freight platforms require management and scheduling of transport at a national scale. Our platform supports a dense network of nationwide routes connecting every city in China to hundreds of other cities. This highly complex and dynamic orchestration of millions of shipments across routes by millions of shippers and truckers is difficult to replicate and forms a natural barrier of entry to our business.

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Pioneer in developing industry-wide logistics infrastructure that is digital, standardized and smart

We are a pioneer in the design and development of logistics infrastructure that is digital, standardized and smart and comprises a comprehensive set of transaction rules and associated applications for road transportation.

• Digital. We have digitalized the freight matching process. Traditionally, shipping orders were written on blackboards in a disorganized manner in offline logistics parks across the nation. Today, we allow shippers and truckers to connect through their mobile phones anytime and anywhere. We provide data in a transparent and structured manner so that shippers and truckers can make informed decisions quickly and build a framework of trust between shippers and truckers through user reviews. In 2020, our platform facilitated 71.7 million fulfilled orders. In the first quarter of 2021, we facilitated 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion), representing 170.2% and 108.0% year-over-year growth, respectively. We have built a rich and multi-dimensional database with hundreds of parameters on shippers and shipments, truckers and trucks, as well as transactions and routes.

• Standardized. We have standardized the parameters around a transaction. Traditionally, each shipping order was captured by three to five parameters that were written on blackboards in logistics parks. Records were not standardized or centralized, resulting in ambiguity in information exchange and long communication time. Today, we collect a standard set of parameters from shippers, which are supplemented by additional parameters generated by our platform based on our massive historical transaction data. We analyze such data and display relevant information to truckers in a standardized manner. We set industry standards for the end-to-end structure and flow of information across the logistics value chain, from routing and shipment to matching and fulfillment. The collection of data at each step is seamlessly weaved into our user experience, guiding shippers and truckers to indicate their preferences and make informed decisions through their mobile phones. This data lays a strong foundation for smarter matching and pricing algorithms.

• Smart. With more data on transactions, shippers and truckers, we are able to match and price transactions more intelligently, through consideration of a holistic range of parameters. This enables us to transform the freight matching experience from a search-based experience where truckers find shipments by looking through listings to a recommendation-based experience where transactions are matched and priced at a touch of the screen. The massive amount of data we accumulate offer us valuable insights, create a high entry barrier for potential competitors and give us a significant competitive advantage.

Our logistics infrastructure has drastically improved the efficiency of freight matching from days to minutes. Our average freight matching time, which measures the median time from order placement by shipper to payment of freight deposit by trucker for transactions completed through our platform, in December 2020 was 13 minutes, a 44.3% improvement from December 2019. At the same time, we also help lower shipping cost by eliminating multiple layers of middlemen fees, which typically account for a 10-15% of the freight fees paid by shippers. In addition, we have been making a positive impact on the environment by eliminating empty miles and wasted fuel. We estimate that in 2020 we helped reduce carbon emissions by 330,000 metric tons as a result of a smarter logistics infrastructure.

Comprehensive logistics and value-added services driving increasing user engagement

Shippers and truckers have diverse, complex and often non-standard needs, which we cater to by providing a comprehensive range of logistics and value-added services. Our freight matching solutions save time and money for shippers and cater to their needs for moving shipments across distance ranges, cargo weights and types, requiring a wide variety of trucks. We offer membership service to shippers who ship frequently and freight brokerage service to shippers who need higher level of service quality assurance and invoices. We also provide shippers with value-added services, including transportation management systems that make it easy and efficient to track and manage their shipments as well as credit and insurance solutions to manage their risks and

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cash flows. On the other hand, we increase incomes for truckers by providing access to shipments that are suitable for their trucks and desired routes. We help them manage their operating costs and workflows by providing ETC, energy, and truck sales services. We also provide credit and insurance solutions so they can manage their risks and cash flows.

The continuous expansion and enhancement of our service offerings has allowed us to increasingly add value to every aspect of the daily operations of shippers and truckers, from end-to-end facilitation of logistics transactions to mission-critical operating infrastructure. As a result, we have strong mindshare among shippers and truckers and are the go-to destination for an increasing number of their logistics transactions. In the three months ended December 31, 2020, the number of quarterly fulfilled orders per average shipper MAU increased by 43.7% year-over-year to 18.8.

Proprietary and innovative technologies

Technology and data are the foundation of our business. We have a strong research and development team of 924 members as of December 31, 2020 dedicated to developing proprietary technologies for the road transportation industry.

We generate large amounts of unique data from our day-to-day operations. This includes rich and structured data on routing (such as origin, destination, desired route and timing), shipment (such as weight, type and required truck capabilities), matching (such as trucker and shipment locations, profiles and track record), pricing (such as prevailing freight rates, loading and unloading times and fuel costs), and fulfillment (such as freight deposits, payment terms and freight insurance).

Leveraging our data, we have developed several proprietary and innovative technologies that drive the efficiency of our platform:

• Freight matching. Machine learning based algorithms that match truckers to shippers in a smart and efficient way, reducing freight matching time and increasing fulfillment rates;

• Freight pricing. AI and machine learning based pricing models trained on our wealth of historical transaction data to determine the appropriate market price for a shipment; and

• Navigation. Purpose-built navigation system for truckers to find the most cost- and time-efficient routes in consideration of real-time road conditions, toll and freight limits, as well as required stops at gas stations and repair shops, thereby increasing their earnings and truck utilization.

These technologies enable us to build an open and efficient ecosystem for logistics and are an important aspect of our competitive and data moat.

Experienced management with technology and logistics DNA

Our senior management team comprises industry veterans who bring together a complementary mix of technology and logistics DNA. They are a highly stable team with close to 20 years of professional experience in internet, logistics or other relevant sectors on average.

Our founder, chairman and chief executive officer, Mr. Peter Hui Zhang, has seven years of experience as an executive at Alibaba, most recently serving as regional manager of the B2B business. Mr. Zhang was named one of the top 10 logistics innovators in China in the 2016 China International Logistics Week and is a panelist on the Big Data Alliance of the Ministry of Industry and Information Technology, or the MIIT.

We are committed in the long-term to our mission to make logistics better. Our management team has a successful track record of transforming the logistics industry at each step of the way, from physical logistics parks to a digital mobile marketplace, creating significant value for China’s transportation infrastructure and economy at large.

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Our Strategies

We pursue the following strategies to fulfill our mission to make logistics better:

Grow our logistics network and the volume of transactions facilitated through our platform

Scale and transaction volume are core to our platform strategy. We aim to create the broadest and deepest logistics network across distance ranges, cargo weights and types, as well as vehicle types to maximize our network effects and provide a better user experience.

We will continue to attract diverse shippers and truckers to our platform through a combination of online and offline channels to grow our logistics network. We will utilize online marketing channels such as app store optimization to improve our mobile apps’ visibility within the app stores, search engine marketing, and other carefully evaluated online promotion channels to attract new shippers and truckers. We will also proactively acquire new shippers and truckers through our ground force, an adaptable on-the-ground operations team, using their proven execution experience and expertise in the logistics industry to rapidly scale products and new features as well as to provide support for shippers and truckers. We will further refine our user experience and organically grow through word-of-mouth referrals.

We will continue to enhance our freight matching services and personalize our user experience, services and operations based on the needs and preferences of each shipper and trucker. This includes further standardizing order information and transaction processes as well as more precise profiling of shippers and truckers, which is expected to enable more efficient freight matching. Better user experience will drive shippers and truckers engagement and increase their usage for more transactions and services on our platform.

Expand our service offerings

We strive to expand our service offerings to cater to every moving part across the logistics value chain. This involves extending our leadership in FTL shipments, developing dedicated LTL and intra-city services, as well as expanding our value-added services to cater to a broader set of shipper and trucker needs. We will also continue to monetize our online transaction service, and we plan to roll out commissions in more cities in the future.

We plan to continue to extend our leadership in FTL shipments by enhancing our offerings for specialized freight capabilities such as temperature control and transportation of specialty items. We plan to establish dedicated teams to address user needs within each specialized segment.

In addition to FTL, our shippers have strong demand for LTL and intra-city logistics services, which our truckers have capabilities to address. We plan to actively promote our services in these verticals. We have historically catered to the needs and user experiences of these verticals through an integrated team that also covered our FTL shipments. Going forward, we plan to establish dedicated teams to design and develop specialized user experiences and operations for LTL and intra-city services and better serve the unique user needs of these verticals. We also plan to increase our spending in user expansion and engagement in these verticals.

Our value-added services play an important role in increasing user stickiness. We will continue to increase the competitiveness of our existing offerings, such as credit and insurance products, by leveraging our data and growing network of third-party service providers. We will also prudently expand our value-added service offerings to better address and cover the needs of shippers and truckers. For example, we plan to enhance our transportation management system and make it available to more shippers. We are also exploring freight fee receivable loans for truckers to improve their cash flows. We believe our data insights into shippers, truckers and shipping transactions allow us to efficiently price such loans.

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Continue to invest in infrastructure development and technology innovation

We will continue to invest in infrastructure development and technology to drive the logistics industry’s development forward. To this end, we plan to attract and retain the best talent in AI, engineering, logistics and other disciplines to build a team that can support our long-term development.

We will continue to digitalize and standardize data around shippers, shipments, truckers, trucks and routes, to set new industry standards across the logistics value chain. We intend to continue to automate and improve the efficiency of logistics transactions by recommending and assigning shipping orders as well as using smart pricing algorithms to reduce matching time, minimize negotiations, and increase fulfillment rates.

We will continue to develop and deploy software, operating systems, and infrastructure that cater to a holistic set of shipper and trucker needs, creating value for them and enhancing their stickiness to our platform. This includes infrastructure and technology that cater to the end-to-end LTL and intra-city logistics value chains. We also plan to deploy IoT devices to improve transportation efficiency and user experience for truckers.

Selectively pursue strategic alliances, investments and acquisitions

In the past, we have made strategic investments in technology and logistics companies as part of our long-term growth strategy to selectively pursue investment and acquisition opportunities. Going forward, we intend to pursue strategic alliances, investments and acquisitions both in China and internationally that can enhance our market position, improve our core platform capabilities, attract new ecosystem participants, broaden our service offerings, as well as strengthen our data and technology capabilities.

Our Solutions

We provide freight matching services by facilitating transactions between shippers and truckers and connect them with value-added service providers, such as financial institutions, highway authorities, gas stations and insurance companies. We provide our freight matching services and value-added services through Yunmanman shipper and trucker mobile apps, Huochebang shipper and trucker mobile apps, as well as our web portals for personal computers.

Freight matching services

We provide a range of freight matching services that cater to the specific needs of shippers and truckers. We started our business by operating a freight listing platform, where shippers post shipping orders and truckers contact shippers to secure their next shipping orders. Today, we are the world’s largest digital freight platform by GTV in 2020, according to the CIC Report. We facilitated 71.7 million fulfilled orders with a GTV of RMB173.8 billion (US$26.6 billion) in 2020. In the first quarter of 2021, we facilitated 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion), representing 170.2% and 108.0% year-over-year growth, respectively. We primarily serve the long-haul shipping needs within the FTL segment, and also provide LTL and intra-city logistics services.

Freight matching process

We set forth below the key steps of the freight matching process, including registration, posting shipping orders, finding and accepting shipping orders, as well as fulfillment and settlement, on our Yunmanman mobile apps. Similar functions are available on our Huochebang mobile apps and our web portals for personal computers.

Registration

After shippers and truckers download our mobile apps and complete registrations, they become our registered shippers or registered truckers. To promote honesty and accountability on our platform, we require

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proof of personal identity from shippers and truckers during registration. We also require additional information, such as business license from shippers and driver’s license from truckers, for them to access a wider range of functions, such as freight brokerage service, on our platform. Screenshots of the registration page of our Yunmanman trucker app are set forth below.

Posting shipping orders

The freight matching process starts when a shipper posts a shipping order. As part of our efforts to digitalize logistics transactions, we require each shipper to fill out a standard set of cargo information, such as cargo origin, destination, type and size, as well as shipping requirements, such as truck type and loading and unloading time, on our mobile apps. The use of standardized and detailed order information increases transaction transparency and enables shippers and truckers to reduce the amount of time spent on negotiations. In 2020, 412.0 million shipping orders were posted by shippers on our platform.

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Screenshots illustrating order postings on our shipper apps are set forth below.

Finding and accepting shipping orders

Truckers find suitable shipping orders based on searches or recommendations. Truckers can search for shipping orders with specified filters, such as routes and truck type. Our matching algorithms rank search results based on relevance to truckers. Our platform also sends truckers push notifications to recommend suitable shipping orders. Our matching algorithms analyze truckers’ truck type, transaction records, current location and recent searches to determine their preferences as to cargo types and routes, among other factors. Truckers receive recommended shipping orders when our system identifies suitable cargos located on or near their preferred routes. If truckers are interested in such shipping orders, they may contact shippers through our mobile apps to finalize the transaction terms.

We have rolled out several features to further streamline the transaction process. 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. Shippers may determine prices based on the recommended prices generated by our pricing algorithms. Our system assigns shipping orders to truckers on a first-come-first-served basis.

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Screenshots illustrating order recommendations on our trucker apps are set forth below.

Fulfillment and settlement

For each shipping order, after the parties reach an agreement through direct communication or our “tap and go” feature, the trucker pays a deposit to our platform to secure the shipping order. Such deposits are kept in dedicated bank accounts and cannot be used by us. Our mobile apps offer navigation function that enables truckers to optimize their routes based on relevant variables, such as height, weight and width clearance, tolls, time and distance. Through GPS tracking, shippers are able to check the status of shipments in real time. After shippers and truckers both confirm fulfillment on our mobile apps, deposits are released back to truckers. Shippers may pay shipping fees to truckers through our mobile apps. Shippers also have the option to settle shipping fees through other channels. Screenshots illustrating order information, deposit payment and commission payment, as well as navigation on our trucker apps are set forth below.

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Screenshots illustrating the order tracking and GPS tracking functions on our shipper apps are set forth below.

Freight listings

We have a freemium model where shippers can post a certain number of shipping orders on our platform free of charge. Shippers are required to pay membership fees in order to post additional shipping orders. We currently have two tiers of membership. The first tier requires an annual fee of RMB688 and allows a shipper to post up to 100 shipping orders each year. Designed for businesses with highly frequent shipping needs, the second tier requires an annual fee of RMB1,688 and allows a shipper to post up to 1,688 shipping orders each year. From time to time, we allow paying members to post additional shipping orders for free as part of our promotional efforts. As of December 31, 2019, December 31, 2020 and March 31, 2021, we had 348 thousand, 507 thousand and 541 thousand users with active paying memberships, respectively.

Freight brokerage service

Many shippers prefer to contract with us, instead of truckers, to gain better protection from cargo damage, truckers’ demand for fee increase, delays and cancelations, as well as to improve their regulatory compliance. We offer freight brokerage service, or the Manyunbao feature, through our mobile apps to better serve such

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shippers. The aggregate amount of shipping and service fees for shipments that used the Manyunbao feature reached RMB21.9 billion (US$3.4 billion) in 2020. In the first quarter of 2021, the aggregate amount of shipping and service fees for shipments that used the Manyunbao feature reached RMB7.5 billion (US$1.1 billion), representing a year-over-year growth of 140.9% from RMB3.1 billion (US$0.5 billion) in the same period in 2020.

Shippers who use our freight brokerage service can book shipments through our freight matching process or designate truckers of their choice. As the freight broker, we enter into shipping contracts with shippers and entrust truckers matched by our platform or designated by shippers, as the case may be, to fulfill the shipping orders. In order to use our freight brokerage service, shippers are required to make prepayments to their accounts on our platform. After the fulfillment of shipping orders, our platform transfers shippers’ shipping fees to truckers and deduct our service fees from shippers’ account. We assume liability for cargo damages up to RMB20,000 per shipment, and obtain cargo insurance under certain circumstances to mitigate our risk. We also offer shippers protection against truckers’ demand for fee increase, delays and cancelations. Shippers who use our freight brokerage service are eligible to receive VAT invoices from us. Truckers can use our mobile apps to track shipping orders and payments for shipments using our freight brokerage service.

Online transaction service

Our online transaction service further digitalizes the shipping transaction process and enables shippers and truckers to transact more efficiently through our platform. At the inception of each transaction, our system generates an electronic agreement that specifies the rights and obligations of the shipper and the trucker. We have established transaction rules and standards to promote honest dealings on our platform. Our extensive industry knowledge enables us to align such rules and standards to facilitate transparent and efficient transactions with the expectations of honest market players. For example, truckers are required to pay deposits to our platform to secure shipping orders. Deposits serve as assurance for the timeliness and quality of truckers’ services. In addition, through our GPS tracking function, shippers are able to check the status of their shipments in real time. On the other hand, truckers can avail themselves of order cancelation protection and shipping fee protection when they use our online transaction service. If shippers cancel shipping orders when truckers are already on their ways to pick up cargos, truckers can collect cancelation fees from our platform to cover the cost of travel. Most of the cancelation fees paid by our platform are reimbursed by canceling shippers in accordance with our transaction rules. Furthermore, shippers may fail to pay shipping fees on a timely basis, and we help truckers collect overdue fees by contacting shippers.

In light of the significant value created by our online transaction service, we started to monetize the service in August 2020. Currently, for selected types of shipping orders originating from certain cities in China, we collect commissions from truckers for shipping transactions matched through our online transaction service.

Value-Added Services

We provide a range of value-added services, which cater to various essential needs of shippers and truckers and increase their stickiness and engagement on our platform, while enabling other businesses, such as financial institutions, insurance companies, gas station operators and highway authorities, to participate in our vibrant ecosystem. For shippers, we provide a transportation management system that makes it easy and efficient to track and manage their shipments as well as access to credit and insurance solutions to manage their risks and cash flows. We help truckers manage their operating costs and workflows by providing competitively priced ETC, energy, and truck sales services as well as software solutions for routing and manage traffic ticket records. We also provide access to credit and insurance solutions so they can manage their risks and cash flows. In 2020, approximately 1,928,300 users used at least one of our value-added services.

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Credit solutions

We provide truckers with cash credit solutions, which are primarily funded by us through our small loan company and the trusts established by us. Certain cash loans for truckers are funded by an institutional funding partner, and we guarantee such loans. The term of such loans is typically within 365 days.

In addition, we provide working capital loans to shippers, which are primarily funded by us through our small loan company. Certain working capital loans are funded by an institutional funding partner, and we guarantee such loans. The term of working capital loans is typically within 180 days.

We assign customized credit limit based on data-driven assessment of borrowers’ creditworthiness. In response to regulatory developments in the credit industry, we plan to take a conservative approach with respect to these business lines.

We implement a rigorous risk management system to address our credit risk exposure. As of December 31, 2020, the total outstanding balance of the on-balance sheet loans, consisting of the total principal amounts and all accrued and unpaid interests (net of provisions) of the loans funded through our small loan company and the trusts established by us, was RMB1,314.0 million (US$201.4 million), and the total non-performing loan ratio for these loans was 1.41%. Our non-performing loan ratio is calculated by dividing the outstanding principal and all accrued and unpaid interests of the 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 loans (excluding loans that are over 180 days past due and are therefore charged off) as of a specified date. As of December 31, 2020, the amount of guarantee liabilities in relation to our loan guarantee arrangements was immaterial.

Insurance brokerage

We partner with insurance companies to offer both shippers and truckers a variety of insurance policies related to logistics transactions. For example, truckers can purchase idling insurance, carrier’s liability insurance, shipping fee insurance and accident insurance, and shippers can purchase cargo insurance and accident insurance through our mobile apps. We receive commissions from insurance companies for such sales.

Software solutions

We have developed a transportation management system for shippers. Shippers use the software system to, among other things, plan transportation routes, track the status of each shipping order and monitor shipping costs. The system is offered free of charge to shippers who use our freight brokerage service. In addition, we provide software for routing and managing traffic ticket records for truckers through our mobile apps. We currently offer such software solutions to truckers free of charge.

ETC services

We provide various services related to electronic toll collection, or ETC. The industry has shifted from ETC debit card to ETC credit card in response to regulatory change. Truckers can apply for ETC cards and review historical ETC payments and top up their accounts through our mobile apps. We promote ETC cards for highway authorities through our mobile apps and offline marketing activities. For truckers who apply for ETC cards offline, we encourage them to register their ETC cards with our platform and manage their accounts through our mobile apps. We receive service fees from highway authorities periodically. We also collect service fees from truckers for account top-up based on transaction value.

Energy services

We generate sales leads for gas stations that participate in our energy services program. We recommend these gas stations to truckers on our platform based on truckers’ locations. Truckers can enjoy discounts for

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diesel and natural gas through our mobile apps when refueling at these gas stations. We process truckers’ payments on our mobile apps at gas stations and receive service fees from gas station operators based on sales volume.

Truck sale services

We allow automakers and dealers to market their new truck inventory through our platform. We generate sales leads based on our data insights and trucker feedback and connect truckers with automakers and dealers. We also organize brand promotion advertising campaigns on our platform and generate sales leads for automakers and dealers. We receive fees for truck sales relating to sales leads generated on our platform.

Our Nationwide Network

We have a nationwide network of shippers and truckers and facilitate shipments across China. We have built a vibrant ecosystem of millions of shippers and truckers. In March 2021, shipper MAUs reached approximately 1.4 million. In 2020, over 2.8 million truckers fulfilled shipping orders on our platform. Approximately 20% of all China’s heavy-duty and medium-duty truckers fulfilled shipping orders on our platform in 2020, according to the CIC Report. In the first quarter of 2021, we facilitated 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion), representing 170.2% and 108.0% year-over-year growth, respectively. Our platform supports a dense network of nationwide routes connecting every prefecture-level city in China with hundreds of other cities. This highly complex and dynamic orchestration of millions of shipments across routes by millions of shippers and truckers is difficult to replicate and forms a high entry barrier to potential competitors.

We endeavor to provide one-stop solutions that address demands for road transportation services, and we plan to further expand and refine our service offerings, thereby connecting with more ecosystem participants and enhancing the network effects of our platform.

Shippers

We have an extensive shipper base across China. Our shipper base comprises third-party logistics companies, direct shippers, and truck brokers, covering a wide variety of industries with diverse shipping needs and cargo types. The principal categories of cargos we match on our platform include fresh produce, grain and grain products, livestock, other agriculture produce, metals, minerals, construction materials, industrial chemicals and plastics, as well as paper products. Cargos within the same principal category often vary significantly from each other and may require different types of trucks for shipments. We provide logistic solutions to companies of all sizes, from small business owners to major express delivery companies and manufacturers.

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Our platform offers shippers compelling value propositions, including access to reliable truckers and cost savings. The case study below illustrates how we create value for shippers.

Case Study—creating value for shippers

 

Mr. Deng runs a small logistic company in Guangzhou, a city in southern China, and his company covers routes connecting Guangzhou to three major cities in the southwest of China. Although he owns a small fleet for the last mile delivery, he uses the spot market to meet his need for long-haul FTL transportation.

Before using Yunmanman shipper app, Mr. Deng relied on a long list of truckers he worked with before, blackboards in local logistics parks and truck brokers to find long-haul truckers. Oftentimes, it took dozens of calls or a long wait to find a trucker. In addition, he often encountered price hikes or cargo damages caused by truckers.

Then Mr. Deng started to use Yunmanman shipper app in 2015 and has become a loyal shipper member and frequent user. Nowadays he posts five to eight long-haul shipping orders through Yunmanman shipper app on average every day. Mr. Deng completed 697 shipping transactions on our platform in 2020, representing more than 60% of his total shipping orders during the year. The average time Mr. Deng spent on finding a trucker decreased from over 10 hours to within an hour. The app also enables him to enjoy lower shipping cost by eliminating fees for truck brokers and other middlemen. On average, the cost for each shipment decreased by over 15%, compared to the average cost before using Yunmanman. In addition, cargo damages decreased by 30% due to the availability of reliable truckers on our platform.

Truckers

We have a large network of reliable truckers. In 2020, over 5.4 million truckers actively negotiated with shippers or otherwise responded to shipping orders on our platform. Most of our truckers are individual owner-operators, who operate a vehicle pool that can satisfy diverse shipping needs, ranging from 1.8-meter-long minivans to 17.5-meter-long heavy-duty trucks. The principal types of trucks on our platform include:

• Dry van trucks (箱式卡车). Equipped with a steel compartment, a dry van truck offers aerodynamic and weather protection and is typically used to carry high value-added consumer products.

• Flatbed trucks (平板卡车). A flatbed truck (including drop-deck truck) has a heavily reinforced steel platform with no roof or walls to the side. Flatbed trucks are typically used to move heavy cargo, such as steel plates and steel coils.

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• Stake body trucks (高栏卡车). A stake body truck is a flatbed truck with stake sides. Stake body trucks are typically used to transport light cargo, such as cargo packed in cardboard boxes and consumer products.

Diagrams illustrating these three major types of trucks by length are set forth below.

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The table below summarizes ranges of truck length available in each major truck type described above and the typical corresponding route and maximum cargo weight. In general, trucks with a cargo weight between four to eight tons are classified as medium-duty trucks, while those with a cargo weight of eight tons or above are classified as heavy-duty trucks.

Truck Length	Typical Route	Maximum Cargo Weight
4.2 meters	short-to-medium-haul	2.5 tons
6.8 to 9.6 meters	medium-to-long-haul	8 to 19 tons
13 to 17.5 meters	long-haul	25 to 33 tons

We also have specialized vehicles on our platform to satisfy shippers’ various shipping needs, such as temperature-controlled trucks (including refrigerator trucks) to transport perishable goods, dump trucks to move construction materials, low-bed trucks to haul heavy equipment, wing trucks for better weather resistance and easy loading and minivans for intra-city shipping orders.

Our platform offers truckers compelling value propositions, including access to reliable shippers, cost savings and enhanced income. The case study below illustrates how we create value for truckers.

Case Study—creating value for truckers

Mr. He is a trucker from Ningxia, an autonomous region in the northwest of China. He has been on the road for over 20 years, delivering local agriculture products from northwest China to the Yangtze delta and carrying machinery and equipment on the way back.

His story before using Yunmanman trucker app is all too common: to find a back-haul order from Yangtze delta, Mr. He had to stay at a small hotel near a local logistics park and spend days searching for shipping orders around the park, from truck brokers’ blackboards to small ads taped to telegraph poles. From time to time, he had to bear the cost of an empty return trip. Even when he found a shipping order, he had to worry about making losses. Shippers sometimes canceled shipping orders without paying his travel cost when he was already on his way to pick up cargos or made up excuses for not paying him after delivery.

“Yunmanman app makes finding shipping orders so much easier, and I can find shipping orders with a touch of the screen,” Mr. He says, “I make more trips and more money now and all my trucker friends know how to find shipping orders on Yunmanman app.” “Yumanman also helps me deal with cancelations or late payments,” Mr. He continues. After using Yunmanman app in 2016, Mr. He’s average annual income increased by at least 40% to RMB350,000.

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Other Ecosystem Participants

Our ecosystem also creates significant value for other ecosystem participants, such as major financial institutions, insurance companies, gas station operators, highway authorities, automakers and dealers, by helping them better serve industry participants in the road transportation market.

Our Technology

Technology is critical to our success and powers the dynamic and large-volume interactions on our platform. We have transformed the transaction processes in China’s road transportation market by leveraging our vast database and core technologies.

Our talented research and development team and robust cloud-based technological infrastructure enable us to continuously introduce new innovations and offer high quality user experience. As of December 31, 2020, our research and development team consisted of 924 members. Our research and development team includes big data engineers that maintain our database and develop our data technology, security and risk management engineers that focus on cybersecurity and risk control, infrastructure maintenance engineers that maintain the stability of our platform, as well as platform development engineers that develop and implement products and services on our platform.

We serve a market that used to operate based on a massive amount of non-digitalized and non-standard information, spanning a wide range of categories with varying degrees of accuracy and completeness. We digitalize and standardize such information to efficiently match shippers with truckers. Over the course of operating our business, we have developed a vast and comprehensive database relating to shippers, truckers, cargos, trucks, and highways, which contains basic information provided by users as well as a massive amount of user behavioral data, transaction data and industry data. Such data offer us valuable insights, create a high entry barrier for potential competitors and give us a significant competitive advantage.

We are committed to protecting our users’ data privacy and security. Our data is used to develop and enhance our data and analytical capabilities to optimize our solutions and maximize our operational efficiency. Our core technologies are set forth below.

• Freight matching. We use AI and big data analytics to intelligently and accurately match truckers with shippers. We have built a comprehensive labeling system, and our models utilize hundreds of labels under over ten categories. We analyze, aggregate and categorize shipper and trucker data, balancing the needs for accuracy and completeness. We apply machine learning models to the freight matching process. Based on a trucker’s filter criteria, such as routes and truck types, our platform identifies potentially suitable shipping orders. Our matching algorithms compare the labels of cargos with those of the trucker, predicts the probability for the trucker to accept each shipping order and rank search results based on such probability. Our matching algorithms also analyze truckers’ transaction records, current locations and recent searches to determine their preferences as to cargo types and routes.

• Freight pricing. Our ability to accurately price shipments from across China is one of the core strengths of our technology system. We have developed proprietary AI and machine learning-based pricing models. Our dynamic pricing is based on various factors, such as distance, cargo weight, shipper demand and trucker supply. When a shipper opts for “tap and go” feature, our system generates a recommended price as a reference for the shipper to determine the actual price. The pricing methodology depends on the availability of comparable historical transaction data.

• Navigation. Third-party navigation apps are typically not designed to address the needs of professional drivers, such as truckers, and often fail to factor in relevant points-of-interest, such as gas stations and truck repair shops, when calculating routes. We have developed a navigation solution based on third-party software development kits and data collected on our platform that optimizes route selection. Our massive amount of trucker GPS data, covering transportation routes across China, is one of the

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core strengths of our database. Our navigation algorithms analyze such GPS data and identify truckers’ preferred routes.

• Proprietary risk management system. We have developed a proprietary risk management system that allows us to effectively address credit risks. The system consists of multiple components, such as process engine, rule engine, user profile, external credit reference and anti-fraud.

• Insurance models. Leveraging our massive database and big data analytics capability, our insurance models intelligently price premiums for insurances relating to the logistics industry, such as cargo insurance and idling insurance. We also help insurance companies effectively detect fraudulent claims and reduce fraud losses. For example, we analyze truckers’ behavioral patterns, such as driving habits and transaction records, to identify fraudulent idling insurance claims.

• Autonomous truck driving. We are collaborating with PlusAI Corp, or Plus, a developer of automated driving systems for trucks and one of our equity investees, to develop autonomous truck driving technology. We believe autonomous trucks could potentially transform the logistics industry and result in significant savings in labor and fuel costs.

We will continue to develop and deploy software, operating systems, and infrastructure that cater to a holistic set of shipper and trucker needs, creating value for them and enhancing their stickiness to our platform. This includes infrastructure and technology that cater to the end-to-end LTL and intra-city logistics value chains.

Our technological infrastructure is currently deployed, and our data is currently maintained, on customized cloud computing services. We currently rely on our two data centers, as well as third-party cloud services for our computing, storage, bandwidth, backup and other services. The robust technology infrastructure supports instant scaling with great flexibility to support traffic spikes. We have the capability to operate and serve during outbreaks related to servers, cables and power in data center scale. Even in the extreme hypothetical situation where both of our data centers are out of service, we are able to restore to full service with our multi-layer backup system in a relatively short time. As of the date of this prospectus, we have not experienced any service outbreak that materially affected our business operation.

Plus

We began to invest in Plus in June 2018 as part of our strategy of holding equity interest in complementary businesses. As of the date of this prospectus, we hold 24.4% equity interest in Plus. Headquartered in Silicon Valley, Plus is a developer of automated driving systems for trucks. Its technology utilizes a combination of radars, lidars, and cameras to monitor 360 degrees around, with a fusion-based perception system that allows trucks equipped with Plus’ automated driving system to track other vehicles and objects, and perform a wide range of maneuvers on highways. Plus is currently loss-making, which may adversely affect our results of operations. We are collaborating with Plus to develop autonomous truck driving technology and commercialize the technology in China, which we believe could potentially transform the logistics industry and result in significant savings in labor and fuel costs.

Operational Excellence

We pride ourselves in having transformed and digitalized one of the most traditional industries in China. In addition to our technology capability, our success can be attributed to a high level of execution precision and operational excellence which transcend all aspects of our operations and have enabled us to emerge as the leading player among digital freight platforms. In particular, our feet-on-the-street operations team, whom we call our ground force, has been instrumental in our initial user acquisition efforts. During our early days, our ground force went deep into towns and counties, hitting up logistics parks one by one, rain or shine, to promote our platform and services to truckers and shippers. They operate with high level of discipline and precision and are bound by a strong sense of camaraderie. Our ground force were the major force behind our development milestones, laying the foundation to bolster our future growth. Today, our ground force continues to be in the frontline for the implementation of our new initiatives and provides an instantaneous feedback loop for our efforts.

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Environmental Sustainability and Social Responsibility

We believe our long-term success rests on our ability to make positive impacts on our environment and society. We are committed to being an exemplary corporate citizen working towards the goal of sustainable logistics services by increasing efficiency in the shipping network in China and globally. Our focus is based upon the following core values:

• Environmentally friendly. The nature of our services is inherently environmentally friendly.

• Socially responsible. We are committed to offering services and solutions that meet the high quality standards of shippers and improve truckers’ ability to manage their driving uptime, routing and safety.

• Quality governance. Our senior management team is held in high regard for our strong focus on business ethics. To bolster our corporate governance, we appointed another independent director in April 2021.

We believe our core values are aligned with the United Nations Sustainable Development Goals, particularly those related to industry, innovation and infrastructure, climate action, decent work and economic growth, and sustainable cities and communities.

We are a pioneer in designing and developing a digital, standardized and smart logistics infrastructure, which plays an important role in encouraging sustainable development and empowering communities. Every empty truck running on the road wastes fuel, and our platform contributes to a cleaner environment by reducing such wasteful situations. We estimate that we helped reduced carbon emissions by 330,000 metric tons in 2020. In addition, our platform benefits the environment by reducing the number of shipments through higher efficiency of loads. We are also investing in autonomous truck driving technology, which we believe will significantly improve fuel efficiency and reduce carbon emissions. In addition, we plan to collaborate with ecosystem participants to promote the use of clean energy-powered trucks to further reduce environmental impact.

Some of the truckers on our platform are individual owner-operators from low-income communities. Our platform significantly increases their earnings potential by reducing their idle time and wasted mileage. In addition, before the launch of our platform, the road transportation market in China was fraught with poor behaviors from both shippers and truckers who took advantage of the information asymmetry in the vast and fragmented market. Our platform establishes rules to protect the interests of honest market players and promote a healthy road transportation market. For example, we helped truckers collect late payments in the amount of RMB46.6 million from shippers in December 2020.

We took a proactive role to combat the COVID-19 pandemic in China. During a 60-day period from January 25 to March 24, 2020, our platform facilitated nearly three million tons of cargo shipments, including daily necessities and medical supplies, to or from Hubei Province, where residents suffered considerable hardship due to mandatory lock-downs. In addition, we made several financial relief offers to our users in February 2020. We offered eligible users from Hubei Province up to 20% discount off their interest payments and reduced or waived penalty fees on overdue loans. We also allowed our users with good credit history to apply for loan extensions.

We sponsored a trucker assistance foundation with the mission of helping truckers in need, particularly, truckers who suffered incapacitating injury or illness and their families. We are exploring other initiatives to better serve truckers, such as a collaboration with our ecosystem participants to set up truck stops that offer food and resting areas to truckers.

Personal Data and Privacy

We are committed to complying with data privacy laws and protecting the security of user data. We mainly collect and store data relating to background information of shippers and truckers, as well as the attributes and

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locations of cargos and trucks. Such information is collected with prior consent from our users in accordance with applicable laws and regulations. Our data usage and privacy policy, which is provided to every user of our mobile apps, describes our data practices. Specifically, we undertake to manage and use the data collected from users in accordance with applicable laws and make reasonable efforts to prevent the unauthorized use, loss, or leak of user data and will not disclose sensitive user data to any third party without users’ approval except under legal requirement. We strictly limit and monitor employee access to user data. We provide data privacy training to authorized employees and require them to report any information security breach.

We use a variety of technologies to protect the data with which we are entrusted. For example, we segregate our internal databases and operating systems from our external-facing services and intercept unauthorized access. We de-sensitize user data by removing personally identifiable information, when such information is not relevant to our business. We also store user data in encrypted format. In addition, we encrypt our data transmission, especially user data transmission, using sophisticated security protocols and algorithms to ensure confidentiality. We back up our user data and operating data on a regular basis in separate back-up systems to minimize the risk of user data loss or leakage. In addition, we use third-party cybersecurity companies to conduct regular penetration tests to identify weaknesses in our system and evaluate its security. Whenever an issue is discovered, we take prompt actions to upgrade our system and mitigate any potential problems that may undermine the security of our system. We believe our policies and practice with respect to data privacy and security are in compliance with applicable laws and with prevalent industry practice.

Customer Services

We have established a customer services committee headed by our chief customer officer to oversee customer services and the implementation of rules and policies designed to protect the interests of our platform users.

As of December 31, 2020, our customer service team consisted of 391 members, and our customer service is available on a 24/7 basis. Users can submit inquiries and complaints through our mobile apps or calling our customer service hotline. We are committed to addressing user inquiries and complaints in a prompt and fair manner. We offer AI-powered automated customer service, which can solve our customers’ problems more efficiently. We also use our data insights to analyze customer service needs and proactively address issues. This is complemented by our ground force who helps us better understand user behavior and needs through personal connections and face-to-face meetings, which supplements the data insights we accumulate through our online platform and enables us to better serve our ecosystem participants.

We implement 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 late or poor service by truckers. We designed these rules based on our extensive industry knowledge and data insights. For example, we set penalty standards for order cancelation by shippers or truckers and require deposits from truckers to secure shipping orders. Parties that violate our rules may be banned from our platform in the future. We also offer a robust ratings system that allows truckers to review shippers. Highly-rated shippers enjoy privileges such as membership discount and priority in posting shipping orders.

We are committed to protecting the interests of all of our platform users. We plan to recruit customer experience officers from our frequent users and have periodic meetings with them to collect their feedback, which we will use to adjust and/or improve our products, services, as well as features and functions on our platform.

Marketing

While our current scale and compelling value propositions attract shippers and truckers organically to our platform through word-of-mouth referrals, we also engage in online marketing through various channels, such as

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app store advertising, popular search engines and social media platforms. We supplement our online marketing efforts with our ground force’s personal connections and face-to-face meetings. We leverage our data insights to optimize the efficiency of our marketing activities, and we are able to acquire users in a cost-effective manner.

Competition

We design and develop a digital, standardized and smart logistics infrastructure that serves both shippers and truckers and connect other ecosystem participants. We are the world’s largest digital freight platform by GTV in 2020, according to the CIC Report. We face competition from regional players in local markets and players that focus on certain segments of the road transportation market. We also compete with other companies for value-added services that cater to various essential needs of shippers and truckers. Players that focus on certain segments of the road transportation market may enter into new segments in which we operate and compete with us. Furthermore, large technology companies that have strong brand recognition, substantial financial resources and sophisticated technology capabilities may develop their own digital freight platforms in the future. We believe that our competitive advantage over existing and potential competitors lies in our large and growing platform with powerful network effects, industry-wide logistics infrastructure that is digital, standardized and smart, comprehensive logistics and value-added services that drive increasing user engagement, proprietary and innovative technologies, and experienced management with technology and logistics DNA. For further information, see “Industry Overview—Rise of Digital Freight Platforms—Key Success Factors of Digital Freight Platforms.”

Employees

As of December 31, 2018, 2019 and 2020, we had a total of 3,882, 3,856 and 4,059 employees, respectively. The following table sets forth a breakdown of our employees categorized by function as of December 31, 2020.

Function	Number of employees		% of total employees
Customer services and operations		547		13.5
Research and development		924		22.8
General and administration		399		9.8
Sales and marketing		2,189		53.9
Total		4,059		100.0

As of December 31, 2020, all of our employees were based in China. We believe we offer our employees competitive compensation packages and a dynamic work environment that encourages initiative and is based on merit. As a result, we have been able to attract and retain talented personnel and maintain a stable core management team.

As required by PRC regulations, we participate in various government statutory employee benefit plans, including social insurance, namely pension insurance, medical insurance, unemployment insurance, work-related injury insurance and maternity insurance, and housing funds. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government regulations from time to time. In addition, we purchased employer’s liability insurance. We enter into standard labor, confidentiality and non-compete agreements with our employees. The non-compete restricted period typically expires two years after the termination of employment, and we agree to compensate the employee with a certain percentage of his or her pre-departure salary during the restricted period.

Facilities

We maintain a number of leased properties. We lease 26,000 square meters of office space in Guiyang, Guizhou Province, primarily for corporate administration and 29,164 square meters of office space in Nanjing,

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Jiangsu Province, primarily for corporate administration and research and development. In addition, we lease office spaces in Beijing, Shanghai and Chengdu to house our personnel engaged in platform operations, regional corporate administration and technology support.

We intend to add new facilities or expand our existing facilities as we scale up our business operation. We believe that suitable additional or alternative space will be available in the future on commercially reasonable terms to accommodate our foreseeable future expansion.

Intellectual Property

We have developed a number of proprietary systems and technologies, and our success depends on our ability to protect our core technologies and intellectual property. We utilize a combination of patents, trademarks, copyrights, trade secrets and confidentiality policies to protect our proprietary rights. As of December 31, 2020, we had 73 patents, 294 pending patent applications, 766 registered trademarks and 147 pending trademark applications in China. As of December 31, 2020, we also had 139 registered software copyrights in China and 94 registered domain names. As of December 31, 2020, we had 19 registered trademarks and one pending trademark in other countries, including India, Russia and Vietnam.

Insurance

We maintain property insurance, employer’s liability insurance and drivers liability insurance. Pursuant to PRC regulations, we provide social insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees based in China. We do not maintain business interruption insurance or key-man insurance. We believe that our insurance coverage is in line with the industry and adequate to cover our key assets, facilities and liabilities.

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising from the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

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REGULATIONS

This section sets forth 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.

Regulations Related to Foreign Investment

The establishment, operation and management of companies in PRC are governed by the Company Law of PRC, or the Company Law, which was promulgated by the Standing Committee of the National People’s Congress, or the SCNPC on December 29, 1993, came into effect on July 1, 1994 and was most recently revised on October 26, 2018. The Company Law is applicable to both PRC domestic companies and foreign-invested companies, while the investment activities of a foreign investor shall be governed by the Foreign Investment Law of PRC and its implementation rules.

On March 15, 2019, the National People’s Congress, or the NPC, approved the Foreign Investment Law of PRC or the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the Sino-Foreign Equity Joint Venture Enterprise Law of PRC, the Sino-Foreign Cooperative Joint Venture Enterprise Law of PRC and the Wholly Foreign-owned Enterprise Law of PRC, and become the legal foundation for foreign investment in the PRC. 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.

To ensure the effective implementation of the Foreign Investment Law, the Regulations on Implementing the Foreign Investment Law of PRC, or the Implementation Regulations, was promulgated by State Council on December 26, 2019 and came into effect on January 1, 2020, which further provides that, among others, (i) if a foreign-invested enterprise established prior to the effective date of the Foreign Investment Law fails to adjust its legal form or governance structure to comply with the provisions of the Companies Law or the Partnership Enterprises Law of the PRC, as applicable, and complete amendment registration before January 1, 2025, the enterprise registration authority will not process other registration matters of the foreign-invested enterprise and may publicize such non-compliance thereafter; (ii) the provisions regarding transfer of equity interest and distribution of profits and remaining assets as stipulated in the contracts among the joint venture parties of a foreign-invested enterprise established before the effective date of the Foreign Investment Law may, after adjustment of the legal form and governing structure of such foreign-invested enterprise, remain binding upon the parties during the joint venture term of the enterprise. In order to coincide with the implementation of the Foreign Investment Law and the Implementation Regulations, the PRC Ministry of Commerce, or the MOFCOM, and the State Administration for Market Regulation, or the SAMR, promulgated the Measures for Reporting of Information on Foreign Investment on December 30, 2019, effective from January 1, 2020, which provides that foreign investors or foreign-invested enterprises, shall submit investment information by submitting initial reports, change reports, deregistration reports, and annual reports through an enterprise registration system and a national enterprise credit information publicity system.

According to the Foreign Investment Law, the State Council shall promulgate or approve a list of special administrative measures for access of foreign investments, or the Negative List. 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. The current industry entry clearance requirements governing

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investment activities in the PRC by foreign investors are set out in two categories both issued by the National Development and Reform Commission, or the NDRC, and the MOFCOM issued, namely the Encouraged Foreign Investment Catalog (2020 version), as promulgated on December 27, 2020 and took effect on January 27, 2021, and the Special Entry Management Measures (Negative List) for the Access of Foreign Investment (2020 version), or the 2020 Negative List, which was promulgated on June 23, 2020 and took into effect on July 23, 2020. The 2020 Negative List sets out the industries in which foreign investments are prohibited or restricted. Pursuant to the Foreign Investment Law, the Implementation Regulations and the 2020 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. Industries not listed in these two categories are generally deemed “permitted” for foreign investments. In the meantime, relevant competent government departments will formulate a catalogue of the specific industries, fields and regions in which foreign investors are encouraged and guided to invest according to the national economic and social development needs.

Regulations Related to Value-added Telecommunications Services

Regulations on Value-added Telecommunications Services

The Telecommunications Regulations of PRC, or the Telecommunications Regulations, as promulgated by the State Council on September 25, 2000 and most recently amended on February 6, 2016, requires telecommunications service providers to obtain operating licenses prior to the commencement of their operations. The Telecommunications Regulations distinguish “basic telecommunications services” from “value-added telecommunications services”, and define the “value-added telecommunications services” as “telecommunications and information services provided through public networks”. On September 25, 2020, 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 ICP Measures provides that a commercial internet information services provider must procure a value-added telecommunications business operating license from the appropriate telecommunications authorities.

On December 28, 2015, the Ministry of Information Industry of PRC, or the MII, which is the predecessor of the Ministry of Industry and Information Technology, or the MIIT) promulgated the Classification Catalogue of Telecommunications Services (2015 version), or the Classification Catalogue, which was last amended on June 6, 2019. Pursuant to the Classification Catalogue, the information services provided by the company through fixed networks, mobile networks and the Internet are all value-added telecommunications services.

Moreover, the Administrative Measures on Telecommunications Business Operating Licenses (2017 version), or the Licenses Measures, promulgated by the MIIT in July 2017 and came into effect in September 2017, set forth more provisions to specify the types of licenses required to operate value-added telecommunications services, the qualifications and procedures for obtaining such licenses and the administration and supervision of such licenses. Under the Licenses Measures, a commercial operator of value-added telecommunications services must first obtain a value-added telecommunications services license and operate its telecommunications business in accordance with the type of telecommunications business that lies within the scope of business coverage as stated in its business permit, and pursuant to the provisions of the business permit. Otherwise, such operator might be subject to sanctions. Our consolidated affiliated entities and their subsidiaries hold licenses for value-added telecommunications services covering online data processing and transaction processing business and internet information services.

Regulations on Foreign Investment Restriction on Value-Added Telecommunications Services

According to the 2020 Negative List, the equity ratio of foreign investment in the value-added telecommunications enterprises shall not exceed 50% except for the investment in e-commerce operation

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business, domestic multi-party communication business, information storage and re-transmission business or call center business. 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 February 6, 2016, foreign-invested value-added telecommunication enterprises in the PRC shall be established as Sino-foreign equity joint ventures, and the ultimate foreign equity ownership in a foreign-invested value-added telecommunication enterprise is subject to a cap of 50%. In addition, the main foreign investor investing in a value-added telecommunications enterprise in the PRC shall demonstrate a positive track record and experience in operating a value-added telecommunications business.

On July 13, 2006, the MII issued the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, according to which, a foreign investor in the telecommunications service industry in the PRC must establish a foreign invested enterprise and apply for a telecommunications business operation license, while a domestic company that holds a value-added telecommunications business operation licenses is prohibited from leasing, transferring or selling the license to foreign investors in any means, and from providing any assistance, including providing resources, sits or facilities, to foreign investors that illegally conduct value-added telecommunications business in the PRC.

Regulations Related to Road Transportations

The Regulations of PRC on Road Transportation, promulgated by the State Council on April 30, 2004 and most recently amended on March 2, 2019, and the Provisions on Administration of Road Transportation and Stations (Sites) issued by the Ministry of Transport, or the MOT, on June 16, 2005 and last amended on June 20, 2019, requires that any individuals or institutions that applies for operation of freight transportation shall have: (i) qualified vehicles for operations; (ii) competent drivers under 60 with relevant driving licenses and (except for drivers who use general freight vehicles with a total mass of 4.5 tons or less) requisite knowledge, and (iii) sound and proper administrative systems for safe operation. The transportation administrations at the county level (districted city level, if for dangerous cargos transportations) is responsible for the issuance of the operation permit for the freight transport operating enterprise and the operation licenses for the freight transport operating vehicles. The enterprise shall conduct freight transportation operation in accordance with the scope specified under its road transportation permit and shall not transfer or rent such permit to others.

On April 15, 2016, the Stated Council promulgated the Opinions of the General Office of the State Council on In-depth Implementation of the “Internet + Circulation” Action Plan, among which the pilot program in non-vehicle operating carriers for road freight transportation is first time raised and non-vehicle operating carriers within the scope of the pilot program is allowed to provide transport service. On August 26, 2016, the MOT promulgated the Opinions of the General Office of the Ministry of Transport on Promoting the Pilot Reform and Accelerating the Innovative Development of Non-vehicle Operating Carrier Logistics, according to which provincial transport departments shall formulate and implement pilot implementation plans from October 2016 to November 2017.

Since November 2017, a series of regulations regarding the operation of non-vehicle operating carriers, including the Notice on Further Promoting the Pilot Program of Non-vehicle Operating Carriers on November 15, 2017 and the Notice on Promoting Pilot Work for Non-vehicle Operating Carriers on April 8, 2018 were promulgated by the MOT. Jiangsu Provincial Department of Transportation also issued a Notice on Further Promoting the Pilot Work for Non-vehicle Operating Carriers’ Road Freight on March 13, 2019. Later, on the basis of systematically summarizing the pilot work of non-vehicle operating carriers, on September 6, 2019, the MOT and the State Taxation Administration, or the SAT, jointly issued the Interim Measures for Administration of Road Freight Transport Operation on Online Platform, or the Interim Measure of Road Freight Transport, which took effect on January 1, 2020, and, pursuant to which, “online freight operation” refers to the road freight transport operation activities in which an operator integrates and allocates transport resources on an online platform, enters into a transport contract with the consignor in the capacity of a carrier, entrusts an actual carrier to complete the road freight transportation, and assumes the responsibility of the carrier. According to the

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Interim Measure of Road Freight Transport, besides the road transportation permit with the business scope of online freight transport, the operators of online freight transport business shall also meet the requirements on commercial internet information service pursuant to the ICP Measures. In addition, the operators of online freight transport business shall record the user registration information, identity authentication information, service information and transaction information of the actual carrier and the consignor, keep relevant tax-related materials, and ensure the authenticity, completeness and availability of such information in accordance with the requirements of the E-Commerce Law of PRC, the Measures for the Supervision and Administration of Online Trading, the Law on the Administration of Tax Collection of PRC and its implementing rules. The authorities responsible for the supervision and administration of road transportation at the county level shall issue the operation licenses with operating scope of online freight transport operation to qualified online freight operators.

On September 24, 2019, the MOT promulgated three guidelines on the road freight transport operation on online platform, including the Service Guidelines on the Road Freight Transport Operation on Online Platform, the Guidelines on the Construction of Provincial Online Freight Information Monitoring System and the Access Guidelines on the Ministerial Online Freight Information Interaction System, all of which came into effect at the same date. Among those, the Service Guidelines on the Road Freight Transport Operation on Online Platform sets forth that the services provided by online freight operators shall meet the requirements include: (i) obtaining the value-added telecommunication business operation licenses, (ii) complying with state’s requirements for graded protection of information system security, (iii) connecting to the provincial online freight information monitoring system, and (iv) equipped with features including information release, online transaction, full-process monitoring, online financial payment, consultation and complaint, query statistics and data retrieval.

Regulations Related to Credit Solutions

Regulations on Small Loan Business

In May 2008, the China Banking Regulatory Commission, or the CBRC, and the People’s Bank of China, or the PBOC, jointly promulgated the Guidance on the Pilot Operation of Small Loan Companies, or the Pilot Guidance, pursuant to which a micro credit company is a company that specializes in operating a micro-loan business with investments from natural persons, legal entities or other social organizations, and which does not accept public deposits. The establishment of a small loan company is subject to the approval of the competent government authority at the provincial level. Furthermore, the balance of the capital borrowed by a small loan company from financial institutions must not exceed 50% of the net capital of such small loan company. With respect to the grant of credit, small loan companies are required to adhere to the principle of “small sum and decentralization” and the outstanding balance of the loans granted by a small loan company to one borrower cannot exceed 5% of the net capital of such company. The interest ceiling used by a small loan company may be determined by such companies but in no circumstance shall they exceed the restrictions prescribed by the judicatory authority. The interest floor is 0.9 times the base interest rate published by the PBOC. Small loan companies have the flexibility to determine the specific interest rate within the range depending on certain market conditions. In addition, according to the Pilot Guidance, small loan companies are required to establish and improve their corporate governance structures, the loan management systems, the financial accounting systems, the asset classification systems, the provision systems for accurate asset classification and their information disclosure systems, and such companies are required to make adequate provisions for impairment loss. 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. For example, General Office of Guizhou Provincial People’s Government promulgated the Pilot Interim Measures for the Establishment of Small Loan Companies in Guizhou Province on October 28, 2008 and Interim Measures for the Administration of Small Loan Companies in Guizhou Province on November 9, 2018, to impose the management duties upon the relevant regulatory authorities and to specify more detailed requirements on the small loan companies within Guizhou.

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On July 18, 2015, ten PRC regulatory authorities including the PBOC, the CBRC and the MIIT, jointly issued the Guidance on Promoting the Sound Development of Internet Finance, which encourages innovation to support the steady progress of Internet finance and provides classified guidance and clarifies the responsibility for supervision and administration of Internet finance.

In November 2017, The Office of the Leading Group of Special Rectification of Internet Financial Risks issued the Notice on the Immediate Suspension of Approvals for the Establishment of Online Small Loan Companies, which became effective immediately and provides that the relevant regulatory authorities of small loan companies shall not grant any approval of the establishment of network small loan companies, or grant any approval of any existed small loan business to conduct business across the provinces.

On November 2, 2020, the CBIRC and PBOC published the draft Interim Measures for the Administration of Online Small Loan Business or the Draft Online Small Loan Measures, for public comments. The Draft Online Small Loan Measures provide, among others, that an online small loan company must obtain the CBIRC’s approval before carrying out online small loan business across different provinces. Under the Draft Online Small Loan Measures, the existing online small loan companies with businesses across provinces in China will have a three-year transition period to obtain the required approval and adjust their businesses as necessary to be in compliance with these measures. Also, the Draft Online Small Loan Measures provide raises the registered capital threshold of the small loan companies. Specifically, the paid-in registered capital of a small loan company shall be no less than RMB1 billion and among which the paid-in registered capital of a small loan company conducting small loan business across different provinces shall be no less than RMB5 billion.

Guizhou Huochebang Microfinance Co., Ltd., which is a subsidiary of one of our variable interest entities is approved by the local governmental authority to conduct network small loan business.

Regulations on Financing Guarantee Business

In August 2010, the CBRC, the NDRC, the MIIT, the MOFCOM, PBOC, the State Administration for Industry and Commerce, or the SAIC, and the Ministry of Finance of PRC promulgated the Tentative Measures for the Administration of Financing Guarantee Companies, which stipulated the registered capital, business scope, operating rules, risk control and supervision of financing guarantee companies, and also provided that the outstanding balance of financing guarantee liabilities of the financing guarantee company shall not exceed 10 times of its net assets. In September 6, 2010, the CBRC promulgated the Guidelines on the Administration of Business License of Financing Guarantee Institutions, which further regulated the issuance, renewal and cancelation of the business license of financing guarantee institutions.

In March 2017, the State Council promulgated the Regulations on the Supervision and Administration of Financing Guarantee Companies, or the Financing Guarantee Regulations, which became effective on October 1, 2017. 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. The Financing Guarantee Regulations further states that the outstanding guarantee liabilities of a financing guarantee company vis-à-vis the same guaranteed party shall not exceed 10% of the net assets of the financing guarantee company, while the outstanding guarantee liabilities of a financing guarantee company vis-à-vis the same guaranteed party and its affiliated parties shall not exceed 15% of its net assets.

On October 9, 2019, the CBIRC and other eight PRC regulatory agencies promulgated the Supplementary Provisions on the Supervision and Administration of Financing Guarantee Companies, or the Financing Guarantee Supplementary Provisions. The Financing Guarantee Supplementary Provisions provides that, among others, institutions providing services such as client recommendation and credit assessment to various

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institutional funding partners shall not render any financing guarantee service, whether directly or in disguised form, without the necessary approval.

Each of Tianjin Full Truck Alliance Financing Assurance Co., Ltd. and Guizhou Banghuoche Financing Assurance Co., Ltd. is a subsidiary of one of our wholly foreign owned enterprises, holding a license to conduct financing guarantee business.

Regulations on Commercial Factoring

Pursuant to the Notice on Pilot Scheme for Commercial Factoring, or Notice 419, along with other circulars to launch the pilot scheme for commercial factoring, which was promulgated by the MOFCOM on June 27, 2012, a trial implementation of commercial factoring pilot work was permitted in Tianjin Binhai New District and certain other areas. According to the local implementation rules, a commercial factoring enterprise may be established upon approval by the local counterparts of the MOFCOM or other competent authorities (e.g. local financial work offices) in the said regions. The business scope of a commercial factoring company may cover trade financing services, management of sales ledgers, customer credit investigation and evaluation, management and collection of accounts receivable and credit risk guarantee. On October 18, 2019, the CBIRC issued the Circular on Strengthening the Supervision and Administration of Commercial Factoring Enterprises to regulate the operating activities of commercial factoring enterprises, clarify regulatory responsibilities and emphasize that commercial factoring enterprises shall not engage in, among others, the following businesses: (i) absorbing public funds either directly or in disguise; (ii) lending or borrowing money from other commercial factoring enterprises, directly or in disguise; (iii) facilitating loans or entrusted by another person to facilitate loan.

Tianjin Manyun Commercial Factoring Co., Ltd., a subsidiary of our variable interest entities, is approved by competent authority to conduct commercial factoring business.

Regulations on Insurance Brokerage

The primary regulation governing the insurance intermediaries is the Insurance Law of the PRC, or the Insurance Law, as amended on April 24, 2015. According to the Insurance Law, the CIRC, is the regulatory authority responsible for the supervision and administration of the PRC insurance companies and the intermediaries in the insurance sector, including insurance brokerage.

On February 1, 2018, the CIRC promulgated the Provisions on the Regulation of Insurance Brokers, which became effective on May 1, 2018. Pursuant to the Provisions on the Regulation of Insurance Brokers, the establishment and operation of an insurance brokerage company must meet the qualification requirements specified by the CIRC, obtain approval from the CIRC and be licensed by the CIRC. Specifically, the paid-in registered capital of a cross-province insurance brokerage company at least must be RMB50 million and that for an intra-province insurance brokerage company (the one only operates within the province in which it is registered) at least must be RMB10 million.

In July 2015, the CIRC issued the Interim Measures for the Regulation of Internet Insurance Business, or the Internet Insurance Interim Measures, pursuant to which no institutions or individuals other than insurance institutions (namely, insurance companies, insurance agency companies, insurance brokerage companies and other qualified insurance intermediaries) may engage in the internet insurance business. Under the Internet Insurance Interim Measures, insurance institutions are allowed to conduct internet insurance business through both self-operated online platforms and third-party online platforms, and both self-operated online platforms and third-party online platforms are required to meet certain conditions and are subject to certain requirements. However, in December 2020, the CIRC promulgated the Measures on the Regulations of Internet Insurance Business, which took effective and replaced the Internet Insurance Interim Measures since February 1, 2021. According to which, an insurance institution, such as an insurance broker or Internet enterprises that have obtained insurance agency business permits, shall only sell Internet insurance products or provide insurance

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brokerage and insurance assessment services through its self-run network platform or the self-run network platforms of other insurance institutions, and the insurance application pages must belong to the self-run network platform of the insurance institution, unless otherwise required by competent authorities. In addition, the Measures on the Regulations of Internet Insurance Business imposed a more stringent standards on the security management of information systems and operation data of the insurance institution, who shall be assume the primary responsibility for protecting customer information and shall follow the principles of legitimacy, rightfulness and necessity in collecting, processing and using personal information.

Guiyang Shan’en Insurance Brokerage Co., Ltd., 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. According to the Payment Services Measures a non-financial institution providing monetary transfer services as an intermediary between payees and payers, including online payment, issuance and acceptance of prepaid cards or bank cards, and other payment services specified by the PBOC, is required to obtain a payment business license. Any non-financial institution or individual engaged in the payment business without this license may be ordered to cease its payment services and be subject to administrative sanctions and even criminal liabilities and without PBOC’s approval, no non-financial institution or individual may engage in payment business whether explicitly or in a disguised form.

In November 2017, the PBOC published a notice, or the PBOC Notice, on the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. The PBOC Notice intended to prevent unlicensed entities from using licensed payment service providers as a conduit for conducting the unlicensed payment settlement services, so as to safeguard the fund security and information security.

Regulations Related to Consumer Protection

The PRC Consumer Rights and Interests Protection Law, or the Consumer Protection Law, was promulgated by SCNPC on October 31, 1993 and last amended on October 25, 2013, which became effective on March 15, 2014, to protect the legitimate rights and interests of consumers, to maintain social and economic order, and to promote the healthy development of the socialist market economy. To ensure that sellers and service providers comply with these laws and regulations, the platform operators are required to implement rules governing transactions on the platform, monitor the information posted by sellers and service providers, and report any violations by such sellers or service providers to the relevant authorities. Specifically, a consumer whose legitimate rights and interests are infringed in the purchase of commodities or receipt of services rendered through an online trading platform may seek compensation from the seller or the service provider. Where the online trading platform provider is unable to provide the true name, address and valid contact method of the seller or the service provider, the consumer may seek compensation from the online trading platform provider. In addition, online marketplace platform providers may be jointly and severally liable with sellers and manufacturers if they are aware or should be aware that any seller or manufacturer is using the online platform to infringe upon the lawful rights and interests of consumers and fail to take measures necessary to prevent or stop such activity.

The Civil Code of the PRC, or the Civil Code, was promulgated by the NPC on May 28, 2020 and became effective on January 1, 2021, which superseded the Tort Law of the PRC and the General Principles of Civil Law of the PRC. The Civil Code provides that, if an internet service provider is aware or should be aware that an internet user is infringing on the civil rights and interests of others through its internet services and fails to take necessary measures, it shall be jointly and severally liable with the said internet user for such infringement.

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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 October 26, 2018. The Advertising Law requires that advertisers, advertising operators, and advertisement publishers shall abide by the laws and administrative regulations, and by the principles of fairness and good faith while engaging in advertising activities. Administrative departments for industry and commerce at and above the county level are in charge of supervision and administration of advertising.

Besides, on July 4, 2016, the SAIC promulgated the Interim Measures for the Administration of Internet Advertising, or the Internet Advertising Measures, effective as of on September 1, 2016, specifying requirements that advertisers shall me while operating advertising business online. Pursuant to the Internet Advertising Measure, the “internet advertising” refers to advertisements that promotes commodities or services and are (i) in the forms of texts, pictures or videos which contain links; (ii) e-mail advertisements; (iii) paid search advertisements; (iv) advertisements in commercial display (except for the display of the information which shall be provided by business operators to consumers according to laws, regulations and rules); or (v) other commercial advertisements via internet. Internet advertisers shall be responsible for the authenticity of the advertising contents. The identity, administrative license, cited information and other certificates that the advertisers are required to have in publishing internet advertisements shall be true, lawful and valid.

Regulations Related to Internet Security and Privacy Protection

Regulations on Internet Security

The Decisions on Protection of Internet Security enacted by the SCNPC on December 28, 2000, as amended in August 2009, provides that, among other things, the following activities conducted through the internet, if constituted a crime according to PRC laws, are subject to criminal punishment: (i) intrusion into a strategically significant computer or system; (ii) intentionally inventing and disseminating destructive programs, such as computer viruses, to attack the computer system and the communications network, thereby destroying the computer system and the communications networks; (iii) violating national regulations, suspending the computer networks or the communication services without authorization; (iv) leaking state secrets; (v) spreading false commercial information; or (vi) infringing intellectual property rights through internet.

On December 13, 2005, the Ministry of Public Security promulgated the Provisions on Technical Measures for the Internet Security Protection, which provides that internet service providers to take proper measures including anti-virus, data back-up, keeping records of certain information such as the login-in and exit time of uses, and other related measures, and to keep records of certain information about their users for at least 60 days, and detect illegal information. According to these measures, operators that hold value-added telecommunications service license must regularly update the information security and content control systems of their websites, and shall also report any public dissemination of prohibited content to the local public security authorities.

On November 7, 2016, the SCNPC promulgated the Cybersecurity Law of PRC, or the Cybersecurity Law, effective as of June 1, 2017, which applies to the construction, operation, maintenance and use of networks as well as the supervision and administration of cybersecurity in the PRC. The Cybersecurity Law defines “network” as a system comprising computers or other information terminals and relevant facilities used for the purpose of collecting, storing, transmitting, exchanging and processing information in accordance with specific rules and procedures. “Network operators”, who are broadly defined as owners and administrators of networks and network service providers, are subject to various security protection-related obligations, including: (i) complying with security protection obligations under graded system for cybersecurity protection requirements, which include formulating internal security management rules and operating instructions, appointing cybersecurity responsible personnel and their duties, adopting technical measures to prevent computer viruses, cyber-attack, cyber-intrusion and other activities endangering cybersecurity, adopting technical measures to monitor and record network operation status and cybersecurity events; (ii) formulating a emergency plan and promptly responding and handling security risks, initiating the emergency plans, taking appropriate remedial

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measures and reporting to regulatory authorities in the event comprising cybersecurity threats; and (iii) providing technical assistance and support to public security and national security authorities for protection of national security and criminal investigations in accordance with the law.

On July 2, 2020, the Data Security Law (Draft for comments) was published to solicit public comments. The Data Security Law (Draft for comments) mainly sets forth specific provisions regarding establishing basic systems for data security management, including hierarchical data classification management system, risk assessment system, monitoring and early warning system, and emergency disposal system. In addition, it clarifies the data security protection obligations of organizations and individuals carrying out data activities and implementing Data security protection responsibility.

Regulations on Privacy Protection

Pursuant to the Decisions on Strengthening the Protection of Online information, issued by the SCNPC in 2012 and the Protection Provisions for the Personal Information of Telecommunications and Internet Users promulgated by the MIIT in 2013, telecommunication business operators and internet service providers are required to set up their own rules for collecting and use of internet users’ information and are prohibited from collecting or use such information without consent from users. Moreover, telecommunication business operators and internet service providers shall strictly keep users’ personal information confidential and shall not divulge, tamper with, damage, sell or illegally provide others with such information.

On February 4, 2015, the Cyberspace Administration of China, or the CAC, promulgated the Provisions on the Administrative of Account Names of Internet Users, which became effective as of March 1, 2015, setting forth the authentication requirement for the real identity of internet users by requiring users to provide their real names during the registration process. In addition, these provisions specify that internet information service providers are required by these provisions to accept public supervision, and promptly remove illegal and malicious information in account names, photos, self-introductions and other registration-related information reported by the public in a timely manner.

Regulations on Mobile Internet Application Information Services

On June 28, 2016, the Cyberspace Administration of PRC issued the Administrative Provisions on Mobile Internet Application Information Services, which took effect on August 1, 2016. Pursuant to which, internet information service providers who provide information services through mobile internet applications are required to authenticate the identity of the registered users, establish procedures for protection of user information, establish procedures for information content censorship and management, ensure that users are given adequate information concerning an app and are able to choose whether an App is installed and whether or not to use an installed App and its functions and keep records of users’ logs for 60 days. If an internet information service provider violates these regulations, mobile app stores through which it distributes its apps may issue warnings, suspend the release of its apps, or terminate the sale of its apps, and/or report the violations to governmental authorities.

The Announcement of Conducting Special Supervision against the Illegal Collection and Use of Personal Information by Applications issued by three authorities including MIIT and SAMR on January 23, 2019, Pursuant to which, (i) application operators are prohibited from collecting any personal information irrelevant to the services provided by such operator; (ii) information collection and usage policy should be presented in a simple and clear way, and such policy should be consented by the users voluntarily; (iii) authorization from users should not be obtained by coercing users with default or bundling clauses or making consent a condition of a service. App operators violating such rules can be ordered by authorities to correct its incompliance within a given period of time, be reported in public; or even suspend its operation for rectification or cancel its business license or operational permits.

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The MIIT issued the Notice on the Further Special Rectification of Apps Infringing upon Users’ Personal Rights and Interests, or the Further Rectification Notice, on July 22, 2020. The Further Rectification Notice requires that certain conducts of app service providers should be inspected, including, among others, (i) collecting personal information without the user’s consent, collecting or using personal information beyond the necessary scope of providing services, and forcing users to receive advertisements; (ii) requesting user’s permission in a compulsory and frequent manner, or frequently launching third-parties apps; and (iii) deceiving and misleading users into downloading apps or providing personal information. The Further Rectification Notice also set forth that the period for the regulatory specific inspection on apps and that the MIIT will order the non-compliant entities to modify their business within five business days, or otherwise to make public announcement to remove the apps from the app stores and impose other administrative penalties.

Regulations Related to Intellectual Property Rights

Patent

The NPC adopted the Patent Law of the PRC in 1984 and amended it in 1992, 2000 and 2008, respectively. A patentable invention, utility model or design must meet three conditions: novelty, inventiveness and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the State Intellectual Property Office is responsible for receiving, examining and approving patent applications. A patent is valid for a twenty-year term for an invention and a ten-year term for a utility model or design, starting from the application date. Except under certain specific circumstances provided by law, any third-party user must obtain consent or a proper license from the patent owner to use the patent, or else the use will constitute an infringement of the rights of the patent holder.

Trademarks

Trademarks are protected by the Trademark Law of the PRC which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and 2019 respectively as well as by the Implementation Regulations of the Trademark Law of the PRC adopted by the State Council in 2002 and as most recently amended on April 29, 2014. The Trademark Office handles trademark registrations. The Trademark Office grants a ten-year term to registered trademarks and the term may be renewed for another ten-year period upon request by the trademark owner. A trademark registrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed with the Trademark Office for its record. As with trademarks, the Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a sufficient degree of reputation through such party’s use.

Copyright

The SCNPC adopted the Copyright Law of the PRC in 1990 and most recently amended in 2010, with its implementing rules adopted in 1991 and most recently amended in 2013 by State Council and the Regulations on Protection of the Right to Network Dissemination of Information promulgated by the State Council On 18 May 2006 and mostly amended on January 30, 2013. These rules and regulations extend copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is a voluntary registration system administered by the China Copyright Protection Center. According to the aforementioned laws and regulation, the term of protection for copyrighted software is fifty years.

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Domain Names

Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Internet Domain Names, which replaced the Measures on Administration of Domain Names for the Chinese Internet in November 2004, issued by MIIT and effective as of November 1, 2017. 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. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. By contrast, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital account items, such as direct investments, repayment of foreign currency-denominated loans, repatriation of investments and investments in securities outside of China.

In February 2012, the SAFE issued the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, or the SAFE Circular 7. Pursuant to SAFE Circular 7, employees, directors, supervisors, and other senior management participating in any share incentive plan of an overseas publicly-listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, are required to register with SAFE through a domestic agency.

On July 4, 2014, the SAFE issued the SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or the SAFE Circular 37. SAFE Circular 37 regulates foreign exchange matters in relation to the use of special purpose vehicles, or the SPV, by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under SAFE Circular 37, a SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate onshore or offshore assets or interests, while “round trip investment” refers to direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises to obtain the ownership, control rights and management rights. SAFE Circular 37 provides that, before making contribution into an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch. SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015. This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

On March 30, 2015, the SAFE issued the Circular on the Reforming of the Management Method of the Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or the SAFE Circular 19, which took effect on June 1, 2015, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide. On June 9, 2016, SAFE further promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or the SAFE Circular 16, which, among other things, amends certain provisions of SAFE Circular 19. Pursuant to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope.

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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. Under these laws and regulations, or the EIT Law, both resident enterprises and non-resident enterprises are subject to enterprise income tax in the PRC. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from inside the PRC. Under the EIT Law and relevant implementing regulations, a uniform corporate income tax rate of 25% is applied, unless they qualify for certain exceptions. Pursuant to the EIT Law and its implementation rules, the income tax rate of an enterprise that has been determined to be a high and new technology enterprise may be reduced to 15% with the approval of relevant tax authorities. If non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, enterprise income tax is set at the rate of 10% with respect to their income sourced from inside the PRC.

Regulations on Value-added Tax

The Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council on December 13, 1993 and came into effect on January 1, 1994, which was subsequently amended in 2008, 2016 and 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) was promulgated by the Ministry of Finance, on December 25, 1993, which was subsequently amended in 2008 and 2011. Pursuant to these regulations, or the VAT Law, all enterprises and individuals selling goods, services, intangible assets or real properties, providing processing, repair and replacement services, and importing goods in or to the PRC must pay VAT and entities or individuals providing services are subject to the VAT at a rate of 6% or 9% unless otherwise provided under relevant laws and regulations. In addition, pursuant to the VAT Law, all enterprise providing transportation services in the PRC must pay VAT at a rate of 11%. On April 4, 2018, the Ministry of Finance and the State Administration of Taxation, or the SAT, issued the Notice on Adjustment of Value-added Tax Rates, which came into effect on May 1, 2018. According to such notice, the taxable goods or sales activities previously subject to VAT rates of 11% become subject to lower VAT rates of 10% starting from May 1, 2018. Furthermore, according to the Announcement on Relevant Policies for Deepening Value-added Tax Reform jointly promulgated by the Ministry of Finance, the SAT and the General Administration of Customs, which became effective on April 1, 2019, the taxable goods or sales activities previously subject to VAT rates of 10% become subject to lower VAT rates of 9% respectively starting from April 1, 2019. As a result, currently, we are subject to VAT at a rate of 9% on the freight brokerage service.

Regulations on Income Tax for Share Transfer

On February 3, 2015, the SAT issued the Circular on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or the SAT Circular 7, which partially replaced and supplemented previous rules under the Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or the SAT Circular 698. On October 17, 2017, SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or the SAT Circular 37, which came into effect on December 1, 2017 and concurrently abolished SAT Circular 698 as well as certain provisions in SAT Circular 7. The SAT Circular 37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax. By promulgating

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and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests or other taxable assets in a PRC resident enterprise by a non-resident enterprise. Under SAT Notice 7 and SAT Circular 37, where a non-resident enterprise transfers the equity interests or other taxable assets of a PRC “resident enterprise” indirectly by disposition of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority this “indirect transfer.” Using a “substance over form” principle, the PRC tax authority may re-characterize such indirect transfer as a direct transfer of the equity interests in the PRC tax resident enterprise and other properties in China. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%.

Regulations Related to Labor Protection

The Labor Law of the PRC, promulgated by the SCNPC on July 5, 1994, effective since January 1, 1995 and amended on August 27, 2009 and December 29, 2018, requires the employers to establish and improve their rules and regulations appropriately to protect their employees’ labor rights. Where the rules or regulations formulated by an employer violates any laws or regulations, the employer will be issued a warning and ordered to rectify by the labor administrative authority; where damage is caused to an employee, the employer shall be liable for compensation to the employee.

The Labor Contract Law of the PRC, which was promulgated by the SCNPC on June 29, 2007 and amended on December 28, 2012 and came into effect on July 1, 2013, and the Implementation Regulations on Labor Contract Law which was promulgated by the State Council and came into effect on September 18, 2008, stipulate the relations of employer and the employee, and contain specific provisions including but not limited to the probationary period and liquidated damages to protect the rights and interests of the employees.

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 came into effect on August 1, 2008. According to the Anti-Monopoly Law, the prohibited monopolistic acts include monopolistic agreements, abuse of a dominant market position and concentration of businesses that may have the effect to eliminate or restrict competition.

On August 3, 2008, the State Council issued the Provisions of the State Council on the Thresholds for Declaring Concentration of Business Operators, and last amended and took effective on September 18, 2018. Pursuant to the Anit-Monopoly Law and such provisions, when a concentration of undertakings occurs and reaches any of the following thresholds, the undertakings concerned shall file a prior notification with the anti-monopoly agency (i.e., the State Administration for Market Regulation), (i) the total global turnover of all operators participating in the transaction exceeded RMB10 billion in the preceding fiscal year and at least two of these operators each had a turnover of more than RMB400 million within China in the preceding fiscal year, or (ii) the total turnover within China of all the operators participating in the concentration exceeded RMB2 billion in the preceding fiscal year, and at least two of these operators each had a turnover of more than RMB400 million within China in the preceding fiscal year) are triggered, and no concentration shall be implemented until the anti-monopoly agency clears the anti-monopoly filing. “Concentration of undertakings” means any of the following: (i) merger of undertakings; (ii) acquisition of control over another undertaking by acquiring equity or assets; or (iii) acquisition of control over, or exercising decisive influence on, another undertaking by contract or by any other means.

In March 2018, the State Administration for Market Regulation, or SAMR, was formed as a new governmental agency to take over, among other things, the anti-monopoly enforcement functions from the relevant departments under the Ministry of Commerce, or the MOFCOM, the National Development and Reform Commission, or the NDRC and the SAIC, respectively.

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In February 2021, the Anti-monopoly Bureau of SAMR published the Guidelines on Anti-monopoly Issues in Platform Economy, or the Platform Economy Anti-monopoly Guidelines. The Platform Economy Anti-monopoly Guidelines set out detailed standards and rules in respect of definition of relevant markets, typical types of cartel activity and abusive behavior by the operators of internet platform with market dominance, as well as merger control review procedures involving variable interest entities, which provide further guidelines for enforcement of anti-monopoly laws regarding online platform operators. Moreover, the Platform Economy Anti-monopoly Guidelines further clarified the calculation of the thresholds for declaring concentration of online platform operators, as well as the evaluation of the effect of the concentration of online platform operators on competition. Although we do not believe we were required to make merger control review filing or obtain merger control approval in relation to the historical merger between Yunmanman and Huochebang, there can be no assurance that regulators will not initiate anti-monopoly investigation in the future due to our large scale of business and increased regulatory scrutiny. In addition, although we do not believe we have engaged in any behaviors in violation of the Anti-monopoly Law, such as entering into monopolistic agreements or abusing market position, we cannot assure you that the regulators would agree with us and we may be required to adjust our business practices or may be subject to penalties, such as confiscation of incomes or potential fines, if our business practices are deemed to be non-compliant with the Anti-monopoly Law. We may also be subject to claims from our competitors or users, which could adversely affect our business and operations. Please see “Risk Factors—Risks Relating to Our Business and Industry—Changes in, or failure to comply with, anti-monopoly and competition laws could adversely affect our business, financial condition, or operating results.”

Regulations Related to M&A Rules and Overseas Listing

On August 8, 2006, six PRC regulatory agencies, including the CSRC, jointly adopted the Regulations on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and late amended on June 22, 2009. Foreign investors shall abide by the M&A Rules, when purchasing equity interests or subscribing the increased capital of a domestic company, and thus changing the nature of the company from a domestic one to a foreign-invested enterprise; or when establishing a foreign-invested enterprise directly in the PRC and operating the assets purchased from a domestic company; or when purchasing the assets of a domestic company, establishing a foreign-invested enterprise by injecting such assets and then operating the assets.

The M&A Rules purport, among other things, to require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. However, the FIL partially replaced the M&A Rules in its rules on foreign investors to acquire non-related domestic company stocks or assets, while the equity or assets acquisition of an affiliated domestic company by a foreign investor shall still be subject to the M&A Rules.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth certain information relating to our directors and executive officers as of the date of this prospectus.

Name	Age		Position/Title
Peter Hui Zhang		42	Founder, Chairman and Chief Executive Officer
Shanshan Guo		41	Independent Director
Guizhen Ma		39	Director
Wenjian Dai		46	Director
Richard Weidong Ji		53	Director
Jennifer Xinzhe Li		53	Independent Director
Simon Chong Cai		38	Chief Financial Officer
Langbo Guo		49	Chief Strategy Officer
Kai Shen		39	Chief Risk Officer and General Counsel
Zhenghong Wang		44	Chief Customer Officer

Peter Hui Zhang is our founder and has served as the chairman of our board of directors since November 2020, our chief executive officer since December 2018 and a director since December 2017. Previously, he was the chief executive officer of Yunmanman from its inception to December 2018. Prior to founding Yunmanman, Mr. Zhang served as a regional manager of the business-to-business unit of Alibaba Group Holding Limited from 2005 to 2011, a company listed on the NYSE under the ticker symbol “BABA” and on the Hong Kong Stock Exchange under the stock code “9988”. Mr. Zhang graduated from Nanjing University of Aeronautics and Astronautics with a major in electronic engineering and received a master’s degree in electronic engineering from Nanjing University of Posts and Telecommunications.

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 a partner of Sequoia Capital China. Prior to joining Sequoia Capital China in 2010, he served as a senior research analyst at McKinsey & Company from 2005 to 2010. Prior to that, he served as a project manager at Bosch-Siemens Home Appliance from 2004 to 2005. He received his bachelor’s degree from Chongqing University and master’s degree from Loughborough University.

Guizhen Ma has served as our director since April 2021. Ms. Ma is one of the founding members of Yunmanman, has served as a member of our management team since November 2013 and is currently in charge of recruitment. Previously, she served as a manager of the business-to-business unit of Alibaba Group Holding Limited from 2005 to 2013, a company listed on the NYSE under the ticker symbol “BABA” and on the Hong Kong Stock Exchange under the stock code “9988”. Ms. Ma received her bachelor’s degree from Anhui Normal University.

Wenjian Dai has served as our director since April 2021. Mr. Dai is one of the founding members of Huochebang and served as a member of its management team from 2013 to 2017. Since 2018, he has served as the director of Oasis Pastoral Company Pty Ltd and World Farm Technology (HK) Ltd. Mr. Dai received his bachelor’s degree in finance from Sichuan University.

Richard Weidong Ji has served as our director since April 2021. Since May 2013, Mr. Ji has served as an independent director and a member of the audit committee of JOYY Inc., a company listed on the NASDAQ under the ticker symbol “YY”. Mr. Ji is the co-founder and managing partner of All-Stars Investment Limited. From 2005 to 2013, Mr. Ji served as the managing director and head of Asia Internet and Technology investment research at Morgan Stanley Asia Limited. Mr. Ji received his bachelor’s degree in science from Fudan University, his MBA from the Wharton School of Business at the University of Pennsylvania, and his doctorate degree in science from Harvard University.

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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. Ms. Li was formerly the Chief Executive Officer of Baidu Capital and the Chief Financial Officer of Baidu, a company listed on the NASDAQ under the ticker symbol “BIDU” and on the Hong Kong Stock Exchange under the stock code “9888”. Since 2018, Ms. Li has served as an independent director and a member of the compensation committee of Flex Ltd., an independent director and a member of the compensation committee of ABB Ltd., as well as an independent director and the member of the audit committee and the compensation committee of HSBC Corporation Limited. Ms. Li received her bachelor of arts degree from Tsinghua University and her MBA from the University of British Columbia.

Simon Chong Cai has served as our chief financial officer since 2020. Previously, he was the chief financial officer of Yunmanman from 2017 to 2020. Prior to joining us, Mr. Cai spent over 12 years in investment banking roles. Mr. Cai served as an executive director at Nomura International (Hong Kong) Limited from 2013 to 2017 and a vice president at Lazard from 2012 to 2013. Prior to Lazard, Mr. Cai worked at Citigroup Global Markets from 2007 to 2012 with his last role as a vice president at the investment banking division. Earlier, Mr. Cai worked at Morgan Stanley and HSBC’s investment banking division from 2004 to 2007. Mr. Cai received his bachelor’s degree in mechanical engineering from Tsinghua University.

Langbo Guo has served as our chief strategy officer since March 2018. Prior to joining us, Mr. Guo served as a senior director of the operations and planning division of Baidu, Inc., a company listed on the NASDAQ under the ticker symbol “BIDU” from 2011 to 2018. Mr. Guo received his bachelor’s degree in material engineering from Shanghai Jiao Tong University.

Kai Shen has served as our chief risk officer and general counsel since October 2019. Prior to joining us, Mr. Shen served as a senior legal director of Alibaba Group Holding Limited from 2011 to 2019, a company listed on the NYSE under the ticker symbol “BABA” and on the Hong Kong Stock Exchange under the stock code “9988”. Mr. Shen received his bachelor’s degree in law from Hunan University and master’s degree in project management from Zhejiang University.

Zhenghong Wang has served as our chief customer officer since May 2021 and has been our head of operations committee since 2016. Previously, Mr. Wang served as a regional manager of the business-to-business unit of Alibaba Group Holding Limited from 2004 to 2014, a company listed on the NYSE under the ticker symbol “BABA” and on the Hong Kong Stock Exchange under the stock code “9988”. From 2014 to 2016, Mr. Wang served as the vice president of 58.com Inc., a company listed on the NYSE under the ticker symbol “WUBA”. Mr. Wang received his bachelor’s degree in business management from Xi’an Jiaotong University.

Board of Directors

Our board of directors will consist of six directors prior to the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part. A director is not required to hold any shares in our company to qualify to serve as a director. Pursuant to our post-listing memorandum and articles of association, a director may vote with respect to any contract or any proposed contract or arrangement in which he is interested, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered, provided (a) such director has declared the nature of his interest at the meeting of the board at which the question of entering into the contract or arrangement is first considered if he knows his interest then exists, or in any other case at the first meeting of the board after he knows he is or has become so interested, either specifically or by way of a general notice and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee. The directors may exercise all the powers of the company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.

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Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. A shareholder has the right to seek damages if a duty owed by our directors is breached.

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.

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 post-listing memorandum and articles of association. Each of our directors will hold office until his or her successor takes office or until his or her earlier death, resignation or removal or the expiration of his or her term as provided in the written agreement with our company, if any. 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. Our officers are elected by and serve at the discretion of the board of directors.

Pursuant to our shareholders agreement dated November 17, 2020 and our current memorandum and articles of association dated November 10, 2020, we have granted (i) Peter Hui Zhang the right to appoint, remove or replace one director on our board of directors, or the management director and (ii) the shareholders of certain series of preferred shares to appoint, remove or replace four directors on our board of directors, or investor directors. In particular, our shareholders have agreed to appoint (i) the management director candidate nominated by Peter Hui Zhang, (ii) three investor director candidates, each of which is nominated by each of Tencent Mobility Limited (and its affiliated investor), SCC Venture V Holdco I, Ltd. (and its affiliated investors) and Lightspeed China Partners I, L.P. (and its affiliated investors) and (iii) one investor candidate nominated by the holders of at least a majority of the Class A ordinary shares beneficially owned by Wenjian Dai, Peng Luo, Tianguang Tang, Xianfu Liu and Yun Dai through their respective holding companies with the approval of Peter Hui Zhang. Directors nominated by these persons or group of persons can be removed and replaced by such persons or group of persons. The board representation rights described above are expected to be terminated immediately prior to the completion of this offering.

Board Committees

Upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus is a part, our board of directors will have three standing committees: an audit committee, a

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compensation committee and a nominating and corporate governance committee. Each committee will operate under a charter that has been approved by our board of directors. Each committee’s members and functions are described below.

Audit Committee

Our audit committee will initially consist of Ms. Jennifer Xinzhe Li and Mr. Shanshan Guo. Ms. Jennifer Xinzhe Li will be the chairperson of our audit committee. Ms. Jennifer Xinzhe Li satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Ms. Jennifer Xinzhe Li and Mr. Shanshan Guo satisfies the requirements for an “independent director” within the meaning of Section 303A of the Corporate Governance Rules of the New York Stock Exchange and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act.

The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee is responsible for, among other things:

• selecting the independent auditor;

• pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

• annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and our company;

• setting clear hiring policies for employees and former employees of the independent auditors;

• reviewing with the independent auditor any audit problems or difficulties and management’s response;

• reviewing and, if material, approving all related party transactions on an ongoing basis;

• reviewing and discussing the annual audited financial statements with management and the independent auditor;

• reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations;

• reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

• discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

• reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

• discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

• timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

• establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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• annually reviewing and reassessing the adequacy of our audit committee charter;

• such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

• meeting separately, periodically, with management, internal auditors and the independent auditor; and

• reporting regularly to the full board of directors.

Compensation Committee

Our compensation committee will initially consist of Mr. Peter Hui Zhang and Mr. Wenjian Dai. Mr. Peter Hui Zhang will be the chairperson of our compensation committee.

Our compensation committee is responsible for, among other things:

• reviewing, evaluating and, if necessary, revising our overall compensation policies;

• reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our senior officers;

• reviewing and approving our senior officers’ employment agreements with us;

• setting performance targets for our senior officers with respect to our incentive—compensation plan and equity-based compensation plans;

• administering our equity-based compensation plans in accordance with the terms thereof; and such other matters that are specifically delegated to the remuneration committee by our board of directors from time to time.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will initially consist of Ms. Guizhen Ma and Mr. Richard Weidong Ji. Ms. Guizhen Ma will be the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:

• selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

• reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;

• making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

• 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.

Compensation of Directors and Executive Officers

In 2020, we paid aggregate cash compensation of approximately RMB12.2 million (US$1.9 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 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

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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. The compensation committee will assist the directors in reviewing and approving the compensation structure for the directors and the executive officers.

For information regarding share awards granted to our directors and executive officers, see “—Share Incentive Plans.”

In 2020, we repurchased a number of ordinary shares and options from certain of our executive officers. For more information, see “Related Party Transactions—Transactions with Certain Executive Officers.”

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. We may terminate employment for cause, at any time, without advance notice, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, willful misconduct or gross negligence to our detriment, or serious breach of duty of loyalty to us. We may also terminate an executive officer’s employment without cause upon three-month advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance written notice.

Each executive officer has agreed to hold, both during and within two years after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our business partners, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach financial institutions, dealers or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.

We intend to enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

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Share Incentive Plans

2018 Plan

We adopted a share incentive plan in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan. The 2018 Plan allows us to grant options, restricted shares, restricted share units and other equity awards to our employees, non-employee directors and consultants. The maximum number of Class A ordinary shares that may be issued pursuant to equity awards granted under the 2018 Plan is 2,636,675,056.

We have set up an employee incentive plan trust with The Core Trust Company Limited as the trustee and Master Quality Group Limited as the nominee of the trustee. Master Quality Group Limited holds Class A ordinary shares relating to options granted to certain participants of the 2018 Plan for the benefit of such individuals. As of the date of this prospectus, Master Quality Group Limited holds 1,302,286,591 Class A ordinary shares. Upon satisfaction of applicable vesting conditions, Class A ordinary shares held by Master Quality Group Limited may be transferred to the relevant participants. Pursuant to the trust deed, neither the trustee nor the nominee may exercise the voting rights associated with the shares held by the nominee.

Administration

The 2018 Plan is administered by the board, or a committee of one or more members of the board or the chief executive officer as designated by the board. Upon the completion of this offering, the 2018 Plan will be administered by the compensation committee. The administrator will determine the terms and conditions of each equity award.

Change in Control

In the event of a change in control, if holders’ equity awards are not converted, assumed, or replaced by a successor, such equity awards will become fully vested and exercisable and all forfeiture restrictions on such equity awards will lapse. The administrator may accelerate the expiration, purchase of equity awards from holders and provide for the replacement, assumption or substitution of equity awards.

Term

Unless terminated earlier, the 2018 Plan will continue in effect for a term of ten years from the date of its adoption.

Award Agreements

Equity awards granted under the 2018 Plan are evidenced by award agreements that set forth the terms, conditions and limitations for each award, as determined by the administrator to be consistent with the 2018 Plan.

Vesting Schedule

The vesting schedule of each equity award granted under the 2018 Plan will be set by the administrator.

Amendment and Termination

The administrator may, at any time and from time to time, terminate, amend or modify the 2018 Plan subject to the approval of the board if required by applicable laws or the relevant listing stock exchange.

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Award Grants

As of the date of this prospectus, options to purchase 209,203,916 Class A ordinary shares were granted and outstanding under the 2018 Plan. The table below summarizes the options granted to our directors and executive officers as of the date of this prospectus.

Name	Position	Class A Ordinary Shares Underlying Options			Option Exercise Price (US$)		Grant Date		Expiration Date
Peter Hui Zhang	Founder, Chairman and Chief Executive Officer		191,202,156			0.00001		November 29, 2018		November 28, 2028
			800,000,000			0.00001		December 17, 2020		December 16, 2030
Guizhen Ma	Director			*		0.00001		November 29, 2018		January 7, 2025
Simon Chong Cai	Chief Financial Officer			*		0.00001		November 29, 2018		June 18, 2027
				*		0.00001		December 25, 2020		December 24, 2030
Langbo Guo	Chief Strategy Officer			*		0.00001		November 29, 2018		February 29, 2028
				*		0.00001		December 25, 2020		December 24, 2030
Kai Shen	Chief Risk Officer and General Counsel			*		0.00001		August 26, 2020		August 25, 2030
				*		0.00001		December 25, 2020		December 24, 2030
Zhenghong Wang	Chief Customer Officer			*		0.00001		November 29, 2018		May 11, 2026

* Less than 1% of our issued shares, assuming conversion of all of our preferred shares into ordinary shares.

2021 Plan

We adopted the 2021 equity incentive plan in April 2021, or the 2021 Plan, which allows us to grant options, restricted shares, RSUs and other equity awards to our employees, directors and consultants. The maximum number of Class A ordinary shares that may be subject to equity awards pursuant to the 2021 Plan, or the share reserve, was initially set at 466,685,092. If the share reserve falls below 3.0% of our total outstanding shares on the last day of a calendar year, the share reserve shall automatically be increased to 3.0% of our total outstanding shares on the January 1 immediately thereafter.

Administration

The 2021 Plan will be administered by the compensation committee. As applied to determinations related to awards granted to our chief executive officer, our board of directors, or a committee thereof, will be the administrator. The administrator will determine the terms and conditions of each equity award.

Change in Control

In the event of a change in control, the administrators may accelerate the vesting, purchase of equity awards from holders and provide for the assumption, conversion or replacement of equity awards.

Term

Unless terminated earlier, the 2021 Plan will continue in effect for a term of ten years from the date of its adoption.

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Award Agreements

Equity awards granted under the 2021 Plan are evidenced by award agreements that set forth the terms, conditions and limitations for each award, which must be consistent with the 2021 Plan.

Vesting Schedule

The vesting schedule of each equity award granted under the Plan will be set forth in the award agreement for such equity award.

Amendment and Termination

The 2021 Plan may at any time be amended or terminated with the approval of our board of directors, subject to the limitations of applicable laws.

Award Grants

As of the date of this prospectus, no award has been granted under the 2021 Plan.

Restricted Share Awards

In December 2018 and January 2019, we issued an aggregate of 68,045,550 restricted shares to Mr. David Wanqian Liu and Mr. Hao Zheng, who were the co-founders of Plus, in connection with our equity investment in Plus. Such restricted shares will vest over four years. The estimated fair value on the grant date of each restricted share was US$0.1965. In November 2020, we repurchased all of such shares from Mr. David Wanqian Liu and Mr. Hao Zheng.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information as of the date of this prospectus 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.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.

The total number of ordinary shares outstanding as of the date of this prospectus is 19,833,958,460, assuming automatic conversion of all of our outstanding preferred shares into 15,033,856,835 ordinary shares on a one-for-one-basis.

The total number of ordinary shares outstanding after completion of this offering will be                 , comprising                  Class A ordinary shares and 3,068,619,066 Class B ordinary shares, which is based upon (i) 1,734,204,381 Class A and 963,610,653 Class B ordinary shares outstanding prior to this offering; (ii) the re-classification of 800,000,000 Class A ordinary shares held by Full Load Logistics and 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited into 2,102,286,591 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iii) the automatic conversion of 2,721,822 Series A-15 preferred shares held by Full Load Logistics into 2,721,822 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the automatic conversion of the remaining outstanding preferred shares into                  Class A ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and (v)                  Class A ordinary shares issued in connection with this offering (assuming the underwriters do not exercise their option to purchase additional ADSs), but excludes (i) 104,463,233 Class A ordinary shares issuable to Sinopec or convertible from the Series A-16 preferred shares issuable to Sinopec, as the case may be; (ii) 209,203,916 Class A ordinary shares issuable upon the exercise of 209,203,916 outstanding share options; and (iii) 231,712,193 Class A ordinary shares reserved for future issuance under the 2018 Plan and 466,685,092 ordinary shares initially reserved for future issuance under the 2021 Plan.

	Ordinary Shares Beneficially Owned Prior to This Offering				Ordinary Shares Beneficially Owned Immediately After This Offering
	Number		Percent		Number of Class A ordinary shares		Number of Class B ordinary shares		% of total ordinary shares on an as-converted basis†	% of voting power††
Directors and Executive Officers**:
Peter Hui Zhang(1)		3,068,619,066		15.5		—		3,068,619,066
Full Load Logistics(1)		1,766,332,475		8.9		—		1,766,332,475
Master Quality Group Limited(2)		1,302,286,591		6.6		—		1,302,286,591
Shanshan Guo		—		—		—		—
Guizhen Ma		*		*		*		—
Wenjian Dai(3)		262,638,794		1.3		262,638,794		—
Richard Weidong Ji(4)		971,369,320		4.9		971,369,320		—
Jennifer Xinzhe Li		—		—		—		—

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	Ordinary Shares Beneficially Owned Prior to This Offering				Ordinary Shares Beneficially Owned Immediately After This Offering
	Number		Percent		Number of Class A ordinary shares		Number of Class B ordinary shares		% of total ordinary shares on an as-converted basis†	% of voting power††
Simon Chong Cai		*		*		*		—
Langbo Guo		*		*		*		—
Kai Shen		*		*		*		—
Zhenghong Wang		*		*		*		—
All Directors and Executive Officers as a Group		4,302,627,180		21.7		1,336,754,117		3,068,619,066
Principal Shareholders:
SVF entities(5)		4,402,158,648		22.2		4,402,158,648		—
Full Load Logistics(1)		1,766,332,475		8.9		—		1,766,332,475
Sequoia Funds (6)		1,426,573,513		7.2		1,426,573,513		—
Master Quality Group Limited (2)		1,302,286,591		6.6		—		1,302,286,591

* Less than 1% of our total outstanding shares.

** The business addresses for our directors and executive officers are No. 123 Kaifa Avenue, Economic and Technical Development Zone, Guiyang, Guizhou 550009, People’s Republic of China and Wanbo Science and Technology Park, 20 Fengxin Road, Yuhuatai District, Nanjing, Jiangsu 210012, People’s Republic of China.

† For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group, including shares that such person or group has the right to acquire within 60 days after the date of this prospectus, by the sum of (i) the total number of ordinary shares issued and outstanding as of the date of this prospectus, and (ii) the number of ordinary shares that such person or group has the right to acquire beneficial ownership within 60 days after the date of this prospectus.

†† For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of matters requiring a shareholder vote, each Class A ordinary share will be entitled to one vote, and each Class B ordinary share will be entitled to 30 votes upon the completion of this offering. Each Class B ordinary share will be convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares will not be convertible into Class B ordinary shares under any circumstances.

(1) Represents (i) 1,766,332,475 Class B ordinary shares, including (a) 963,610,653 of Class B ordinary shares held by Full Load Logistics and (b) 802,721,822 Class B ordinary shares issuable upon re-classification or conversion, as applicable, of 800,000,000 Class A ordinary shares and 2,721,822 Series A-15 preferred shares held by Full Load Logistics and (ii) 1,302,286,591 Class B ordinary shares issuable upon re-classification of 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited. Full Load Logistics is a limited liability company incorporated in the British Virgin Islands with registered office at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands, VG1110. Full Load Logistics is wholly owned by Mr. Peter Hui Zhang. Master Quality Group Limited is described in footnote (2). Mr. Peter Hui Zhang holds the voting power over the shares held by Master Quality Group Limited, and is deemed to be the beneficial owner of the shares held by Master Quality Group Limited, including 172,281,192 shares that Mr. Peter Hui Zhang has the right to receive within 60 days after the date of this prospectus.

(2) Represents 1,302,286,591 Class B ordinary shares issuable upon re-classification of 1,302,286,591 Class A ordinary shares held by Master Quality Group Limited as nominee of The Core Trust Company Limited, which is the trustee of our employee incentive plan trust. Master Quality Group Limited holds the Class A ordinary shares relating to options granted to certain participants of the 2018 Plan for the benefit of such

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individuals. Master Quality Group Limited is a limited liability company incorporated under the laws of the British Virgin Islands with registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Our board of directors is the administrator of the trust. Pursuant to the trust deed, Mr. Peter Hui Zhang holds the voting power over the shares held by Master Quality Group Limited.

(3) Represents (i) 231,833,086 Class A ordinary shares held by Dai WJ Holdings Limited and (ii) 30,805,708 Class A ordinary shares held by DWJ Partners Limited. Each of Dai WJ Holdings Limited and DWJ Partners Limited is a limited liability company incorporated in the British Virgin Islands with registered office at Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. Dai WJ Holdings Limited and DWJ Partners Limited are wholly owned by Mr. Wenjian Dai.

(4) Represents 971,369,320 Class A ordinary shares, including (i) 586,444,190 Class A ordinary shares issuable upon conversion of 529,676,874 Series A-4 preferred shares and 56,767,316 Series A-14 preferred shares held by All-Stars SP VI Limited, (ii) 68,045,551 Class A ordinary shares issuable upon conversion of 68,045,551 Series A-15 preferred shares held by All-Stars SP VIII Limited, (iii) 234,187,034 Class A ordinary shares issuable upon conversion of 62,798,291 Series A-4 preferred shares and 171,388,743 Series A-15 preferred shares held by All-Stars PESP II Limited, (iv) 34,821,078 Class A ordinary shares issuable upon conversion of 34,821,078 Series A-16 preferred shares held by All-Stars PEIISP IV Limited and (v) 47,871,467 Class A ordinary shares held by PESP VIII Limited.

Each of All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and PESP VIII Limited is a limited liability company incorporated in the British Virgin Islands with registered office at Ritter House, Wickhams Cay II, Road Town, VG1110, Tortola, British Virgin Islands. Mr. Richard Weidong Ji is one of the directors of each of All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and PESP VIII Limited and shares the voting and investment powers over the shares held by All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and PESP VIII Limited. Mr. Ji may therefore be deemed to be the beneficial owner the shares held by All-Stars SP VI Limited, All-Stars SP VIII Limited, All-Stars PESP II Limited, All-Stars PEIISP IV Limited and PESP VIII Limited.

(5) Represents 4,402,158,648 Class A ordinary shares, including (i) 3,940,559,749 Class A ordinary shares issuable upon conversion of 2,721,822,026 Series A-15 preferred shares and 1,218,737,723 Series A-16 preferred shares held by SVF Truck (Singapore) Pte. Ltd. and (ii) 461,598,899 Class A ordinary shares issuable upon conversion of 184,756,825 Series A-3 preferred shares, 160,874,934 Series A-4 preferred share, 20,703,369 Series A-14 preferred shares and 95,263,771 Series A-15 preferred shares held by SVF II Sage Subco (Singapore) Pte Ltd. SVF Truck (Singapore) Pte. Ltd. is indirectly wholly owned by SVF Holdings (UK) LLP. SoftBank Vision Fund L.P. is the managing member of SVF Holdings (UK) LLP. The manager of SoftBank Vision Fund L.P. is SB Investment Advisers (UK) Limited. The general partner of SoftBank Vision Fund L.P. is SVF GP (Jersey) Limited, which is ultimately wholly owned by SoftBank Group Corp. (TYO: 9984). The registered address of SVF Truck (Singapore) Pte. Ltd. is 138 Market Street #27-01A, Capitagreen, Singapore 048946. SVF II Sage Subco (Singapore) Pte Ltd. is wholly owned by SVF II Holdings (Singapore) Pte. Ltd. SVF II Holdings (Singapore) Pte. Ltd. is wholly owned by SVF II Holdings (DE) L.P. The General Partner of SVF II Holdings (DE) L.P. is SVF II Holdings GP (Jersey) Limited, which is ultimately wholly owned by SoftBank Group Corp. (TYO: 9984). SVF II Aggregator (Jersey) L.P. is the sole limited partner of SVF II Holdings (DE) LP. The General Partner of SVF II Aggregator (Jersey) L.P. is SVF II GP (Jersey) Limited, which is ultimately wholly owned by SoftBank Group Corp. (TYO: 9984). SoftBank Vision Fund II L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P. The manager of SoftBank Vision Fund II LP is SB Investment Advisers (UK) Limited. The general partner of SoftBank Vision Fund II L.P. is SVF II GP (Jersey) Limited, which is ultimately wholly owned by SoftBank Group Corp. (TYO: 9984). The registered address of SVF II Sage Subco (Singapore) Pte Ltd. is 138 Market Street, #27-01A, Capitagreen, Singapore (048946). The directors of SVF Truck (Singapore) Pte Ltd., who exercise the voting and dispositive powers with respect to the shares held by SVF Truck (Singapore) Pte Ltd., are Martin O’Regan, Rhonda Gornitsky and Anna Lo. The directors of SVF II Sage Subco (Singapore) Pte Ltd., who exercise the voting and dispositive powers with respect to the shares

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held by SVF II Sage Subco (Singapore) Pte Ltd., are Chris Lee, Martin O’Regan and Rhonda Gornitsky. In addition, the members of the Investment Committee of SB Investment Advisers (UK) Limited, which acts as the manager of SVF Truck (Singapore) Pte Ltd. and SVF II Sage Subco (Singapore) Pte Ltd., have dispositive powers over the shares held by SVF Truck (Singapore) Pte Ltd. and SVF II Sage Subco (Singapore) Pte Ltd., and such committee members are Masayoshi Son, Rajeev Misra and Saleh Romeih. All the preferred shares held by SVF Truck (Singapore) Pte. Ltd. and SVF II Sage Subco (Singapore) Pte Ltd. will be automatically converted to Class A ordinary shares on a one-on-one basis immediately prior to the completion of this offering.

(6) Represents 1,426,573,513 Class A ordinary shares, including (i) 566,842,635 Class A ordinary shares issuable upon conversion of 488,825,720 Series A-7 Preferred Shares, 65,024,280 Series A-8 Preferred Shares, 9,206,638 Series A-9 Preferred Shares and 3,785,997 Series A-10 Preferred Shares held by SCC Venture V Holdco I, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, (ii) 163,309,322 Class A ordinary shares issuable upon conversion of 163,309,322 Series A-15 Preferred Shares held by SCC Growth IV 2018-H, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, (iii) 383,031,855 Class A ordinary shares issuable upon conversion of 383,031,855 Series A-16 Preferred Shares held by Sequoia Capital Global Growth Fund III—2020-B, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, (iv) 261,158,084 Class A ordinary shares issuable upon conversion of 261,158,084 Series A-16 Preferred Shares held by Sequoia Capital Global Growth Fund III—Endurance Partners, L.P., an exempted limited partnership formed under the laws of the Cayman Islands, and (v) 52,231,617 Class A ordinary shares issuable upon conversion of 52,231,617 Series A-16 Preferred Shares held by SCEP Master Fund, an exempted company with limited liability incorporated under the laws of the Cayman Islands.

SCC Venture V Holdco I, Ltd. is wholly owned by Sequoia Capital China Venture Fund V, L.P. The general partner of Sequoia Capital China Venture Fund V, L.P. is SC China Venture V Management, L.P., whose general partner is SC China Holding Limited. The general partner of SCC Growth IV 2018-H, L.P. is SC China Growth IV Management, L.P., whose general partner is SC China Holding Limited. SC China Holding Limited is wholly owned by SNP China Enterprises Limited, which in turn is wholly owned by Mr. Neil Nanpeng Shen. Mr. Shen, together with SCC Venture V Holdco I, Ltd., Sequoia Capital China Venture Fund V, L.P., SC China Venture V Management, L.P., SCC Growth IV 2018-H, L.P., SC China Growth IV Management, L.P., SC China Holding Limited and SNP China Enterprises Limited, are collectively referred to as Sequoia Capital China.

The general partner of Sequoia Capital Global Growth Fund III—2020-B, L.P. and Sequoia Capital Global Growth Fund III – Endurance Partners, L.P. is SCGGF III—Endurance Partners Management, L.P., whose general partner is SC US (TTGP), Ltd. The directors and stockholders of SC US (TTGP), Ltd. who exercise voting and investment discretion with respect to the shares held by Sequoia Capital Global Growth Fund III—2020-B, L.P. and Sequoia Capital Global Growth Fund III—Endurance Partners, L.P. are Messrs. Roelof Botha and Douglas Leone. Messrs. Botha and Leone, together with Sequoia Capital Global Growth Fund III—2020-B, L.P., Sequoia Capital Global Growth Fund III—Endurance Partners, L.P., SCGGF III—Endurance Partners Management, L.P and SC US (TTGP), Ltd., are collectively referred to as Sequoia Capital Global Growth.

The investment manager of SCEP Master Fund is Sequoia China Equity Partners (Hong Kong) Limited. Mr. Cao Fang is the sole person with voting and investment power on behalf of Sequoia China Equity Partners (Hong Kong) Limited as the investment manager for SCEP Master Fund. Mr. Fang, together with SCEP Master Fund and Sequoia Capital Equity Partners (Hong Kong) Limited, are collectively referred to SCEP.

Sequoia Capital China, Sequoia Capital Global Growth and SCEP may be deemed to be a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, with respect to their ownership of our shares, and are collectively referred to as Sequoia Funds.

The registered address of SCC Venture V Holdco I, Ltd., SCC Growth IV 2018-H, L.P. and SCEP Master Fund is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104,

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Cayman Islands, and the address for each of the Sequoia Capital Global Growth entities is 2800 Sand Hill Road, Suite 101, Menlo Park, CA, the United States of America.

As of the date of this prospectus, 14,451,885 Series A-1 preferred shares were collectively held by two record holders in the United States, 75,921,998 Series A-4 preferred shares were collectively held by three record holders in the United States, 45,876,538 Series A-12 preferred shares were held by one record holder in the United States, and 347,209,559 Series A-15 preferred shares were collectively held by four 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.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Historical Changes in Our Shareholding

See “Description of Share Capital—History of Securities Issuances” for historical changes in our shareholding.

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RELATED PARTY TRANSACTIONS

Private Placements

See “Description of Share Capital—History of Securities Issuances.”

Contractual Arrangements with Our VIEs and Their Shareholders

See “Our History and Corporate Structure.”

Shareholders Agreement

See “Description of Share Capital—Registration Rights.”

Employment Agreements and Indemnification Agreements

See “Management—Employment Agreements and Indemnification Agreements.”

Share Incentive Plans

See “Management—Share Incentive Plans.”

Transactions with JYBD

Jiayibingding (Beijing) E-commerce Co., Ltd., or JYBD, is an equity investee of our company. We had revenue from JYBD in the amount of nil and RMB9.4 million (US$1.4 million) in 2019 and 2020, respectively, for lead-generation service provided to JYBD.

As of December 31, 2019 and 2020, we had amounts due to JYBD of RMB15.0 million and nil, respectively, relating to the consideration payable for our equity investment in JYBD. The balance of such consideration payable has been fully paid.

Transactions with Yinghuo

Hangzhou Yinghuo Internet Technology Limited, or Yinghuo, is a company in which Mr. Gang Wang, our ex-chairman of the board of directors, owned 40% equity interest as of December 31, 2020. Mr. Gang Wang is a minority shareholder of our company. We had revenue from Yinghuo in the amount of RMB2.2 million and nil in 2019 and 2020, respectively, for lead-generation service provided to Yinghuo.

As of December 31, 2019 and 2020, we had amounts due from Yinghuo of RMB1.1 million and nil, respectively, relating to service fee receivable from Yinghuo.

Transactions with Horgos

Horgos Yinghuo Management Consulting Co., Ltd., or Horgos, is a company in which Mr. Gang Wang indirectly owned 40% equity interest as of December 31, 2020. We had revenue from Horgos in the amount of nil and RMB0.9 million (US$0.1 million) in 2019 and 2020, respectively, for lead-generation service provided to Horgos.

Transactions with Plus

PlusAI Corp, or Plus, is an equity investee of our company. In August 2020, we granted a US$6.25 million loan to Plus with a fixed interest rate of 1.0%, which became due in November 2020. The balance of such loan has been fully repaid.

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As of December 31, 2019 and 2020, we had amounts due to Plus of RMB0.8 million (US$0.1 million) and RMB0.8 million (US$0.1 million), respectively, relating to the consideration payable for our equity investment in Plus.

Transactions with Euclidean

Euclidean Investment LLC, or Euclidean, is a company controlled by Mr. David Wanqian Liu, co-founder of Plus.

In April 2019, we granted a US$2.1 million loan to Euclidean with a fixed interest rate of 1.0%, which became due in November 2020. As of December 31, 2019 and 2020, we had amounts due from Euclidean of RMB14.7 million and nil, respectively, relating to such loan to Euclidean. The balance of such loan has been fully repaid.

In November 2020, we repurchased an aggregate of 34,022,775 ordinary shares from Euclidean for a total repurchase price of US$12.5 million. As of December 31, 2019 and 2020, we had amounts due to Euclidean of nil and RMB8.2 million (US$1.2 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from Euclidean.

Transactions with Sigma

Sigma Point Investment LLC, or Sigma, is a company controlled by Mr. Hao Zheng, co-founder of Plus.

In April 2019, we granted a US$2.1 million loan to Sigma with a fixed interest rate of 1.0%, which became due in November 2020. As of December 31, 2019 and 2020, we had amounts due from Sigma of RMB14.7 million and nil, respectively, relating to such loan to Sigma. The balance of such loan has been fully repaid.

In November 2020, we repurchased an aggregate of 34,022,775 ordinary shares from Sigma for a total repurchase price of US$12.5 million. As of December 31, 2019 and 2020, we had amounts due to Sigma of nil and RMB8.2 million (US$1.2 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from Sigma.

Transactions with Champion

Truck Champion Limited, or Champion, is an equity investee of our company.

As of December 31, 2019 and 2020, we had amounts due to Champion of RMB19.3 million and nil, respectively, relating to the consideration payable for our equity investment in Champion. The balance of such consideration payable has been fully paid.

Transactions with DWJ and DWJ Partners

Dai WJ Holdings Limited, or DWJ, is a company controlled Mr. Wenjian Dai, a director and formerly an executive officer of our company.

In December 2019, we repurchased an aggregate of 76,803,015 ordinary shares from DWJ for a total repurchase price of US$28.2 million. In July 2020, we repurchased an aggregate of 163,309,322 ordinary shares from DWJ for a total repurchase price of US$60.0 million. As of December 31, 2019 and 2020, we had amounts due to DWJ of RMB19.8 million and RMB61.7 million (US$9.5 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from DWJ.

DWJ Partners Limited, or DWJ Partners, is a company controlled Mr. Wenjian Dai. In January 2021, we repurchased an aggregate of 10,000,000 ordinary shares from DWJ Partners for a total repurchase price of US$3.7 million.

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Transactions with LXF

Liu XF Holdings Limited, or LXF, is a company controlled Mr. Xianfu Liu, a shareholder and formerly an executive officer of our company.

In November 2019, we repurchased an aggregate of 38,401,507 ordinary shares from LXF for a total repurchase price of US$14.1 million. In July 2020, we repurchased an aggregate of 27,218,220 ordinary shares from LXF for a total repurchase price of US$10.0 million. As of December 31, 2019 and 2020, we had amounts due to LXF of RMB9.9 million and RMB16.4 million (US$2.5 million), respectively, relating to the consideration payable for repurchasing of ordinary shares from LXF.

Transactions with TTG

Tang TG Holdings Limited, or TTG, is a company controlled Mr. Tianguang Tang, a shareholder and formerly an executive officer of our company.

In November 2019, we repurchased an aggregate of 38,401,507 ordinary shares from TTG for a total repurchase price of US$14.1 million. As of December 31, 2019 and 2020, we had amounts due to TTG of RMB9.9 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares from TTG. The balance of such consideration payable has been fully paid.

Transactions with LP

Luo P Holdings Limited, or LP, is a company controlled Mr. Peng Luo, a shareholder and formerly an executive officer of our company.

In November 2019, we repurchased an aggregate of 96,003,768 ordinary shares from LP for a total repurchase price of US$35.3 million. As of December 31, 2019 and 2020, we had amounts due to LP of RMB36.8 million and nil, respectively, relating to the consideration payable for repurchasing of ordinary shares to LP. The balance of such consideration payable has been fully paid.

Transactions with SVF Bumble

SVF Bumble (Cayman) Limited, or SVF Bumble, is a shareholder of Champion and an affiliate of the SVF entities, which are one of our principal shareholders. In November 2019, we advanced the consideration payable for equity investment in Champion for SVF Bumble. As of December 31, 2019 and 2020, we had amounts due from SVF Bumble of RMB20.1 million (US$3.1 million) and nil, respectively, relating to such advance to SVF Bumble. The balance of such advance has been fully repaid.

Transactions with Certain Executive Officers

In 2019, we repurchased an aggregate of 6,276,688 ordinary shares from certain of our executive officers for a total repurchase price of US$2.3 million. In 2020, we repurchased an aggregate of 19,556,058 ordinary shares and options to purchase an aggregate of 1,111,929 ordinary shares from certain of our executive officers for a total repurchase price of US$11.2 million and US$0.6 million, respectively. As of December 31, 2019 and 2020, we had amounts due to such executive officers of nil and RMB77.6 million (US$11.9 million), relating to the consideration payable for such repurchases.

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, the Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised), as amended, of the Cayman Islands, which is referred to as the Companies Act below, and the common law of the Cayman Islands.

As of the date of this prospectus, our authorized share capital is US$500,000 divided into 50,000,000,000 shares, including (i) 33,353,089,001 Class A ordinary shares of par value US$0.00001 each, (ii) 963,610,653 Class B ordinary shares of par value US$0.00001 each, (iii) 1,139,355,179 Series A-1 preferred shares of par value US$0.00001 each, (iv) 214,928,417 Series A-2 preferred shares of par value US$0.00001 each, (v) 376,124,693 Series A-3 preferred shares of par value US$0.00001 each, (vi) 1,431,243,120 Series A-4 preferred shares of par value US$0.00001 each, (vii) 736,177,535 Series A-5 preferred shares of par value US$0.00001 each, (viii) 397,653,060 Series A-6 preferred shares of par value US$0.00001 each, (ix) 695,016,200 Series A-7 preferred shares of par value US$0.00001 each, (x) 392,106,200 Series A-8 preferred shares of par value with US$0.00001 each, (xi) 303,819,062 Series A-9 preferred shares of par value US$0.00001 each, (xii) 275,746,785 Series A-10 preferred shares of par value US$0.00001 each, (xiii) 249,759,201 Series A-11 preferred shares of par value US$0.00001 each, (xiv) 429,972,942 Series A-12 preferred shares of par value US$0.00001 each, (xv) 373,889,515 Series A-13 preferred shares of par value US$0.00001 each, (xvi) 311,574,595 Series A-14 preferred shares of par value US$0.00001 each, (xvii) 5,204,626,301 Series A-15 preferred shares of par value US$0.00001 each, and (xviii) 3,151,307,541 Series A-16 preferred shares of par value US$0.00001 each.

As of the date of this prospectus, there are 19,833,958,460 shares issued and outstanding, including (i) 3,836,490,972 Class A ordinary shares of par value US$0.00001 each, (ii) 963,610,653 Class B ordinary shares of par value US$0.00001 each, (iii) 949,479,433 Series A-1 preferred shares of par value US$0.00001 each, (iv) 204,934,452 Series A-2 preferred shares of par value US$0.00001 each, (v) 358,930,419 Series A-3 preferred shares of par value US$0.00001 each, (vi) 1,425,011,610 Series A-4 preferred shares of par value US$0.00001 each, (vii) 736,177,535 Series A-5 preferred shares of par value US$0.00001 each, (viii) 397,653,060 Series A-6 preferred shares of par value US$0.00001 each, (ix) 695,016,200 Series A-7 preferred shares of par value US$0.00001 each, (x) 392,106,200 Series A-8 preferred shares of par value US$0.00001 each, (xi) 303,819,062 Series A-9 preferred shares of par value US$0.00001 each, (xii) 275,746,785 Series A-10 preferred shares of par value US$0.00001 each, (xiii) 249,759,201 Series A-11 preferred shares of par value US$0.00001 each, (xiv) 429,972,942 Series A-12 preferred shares of par value US$0.00001 each, (xv) 186,944,757 Series A-13 preferred shares of par value US$0.00001 each, (xvi) 281,297,804 Series A-14 preferred shares of par value US$0.00001 each, (xvii) 5,204,626,301 Series A-15 preferred shares of par value US$0.00001 each, and (xviii) 2,942,381,074 Series A-16 preferred shares of par value US$0.00001 each.

Upon the closing of this offering, we will have                  Class A ordinary shares and 3,068,619,066 Class B ordinary shares issued and outstanding (or                  Class A ordinary shares and 3,068,619,066 Class B ordinary shares if the underwriters exercise in full the over-allotment option), excluding (i) Class A ordinary shares issuable to Sinopec or convertible from the Series A-16 preferred shares issuable to Sinopec, as the case may be; (ii) Class A ordinary shares issuable upon the exercise of outstanding options granted under the 2018 Plan; and (iii) Class A ordinary shares reserved for future issuance under our share incentive plans. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our Class A ordinary shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will be US$500,000 divided into 40,000,000,000 Class A ordinary shares and 10,000,000,000 Class B ordinary shares with a par value of US$0.00001 each.

Our sixth amended and restated memorandum and articles of association, or the post-listing memorandum and articles of association, will become effective immediately prior to completion of this offering. The following are summaries of material provisions of our post-listing memorandum and articles of association and the Companies Act insofar as they relate to the material terms of our ordinary shares.

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Ordinary Shares

General

Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. All of our issued ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our post-listing memorandum and articles of association provide that dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our board of directors determine is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act. Holders of Class A ordinary shares and Class B ordinary shares will be entitled to the same amount of dividends, if declared.

Voting Rights

In respect of all matters upon which the ordinary shares are entitled to vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 30 votes, voting together as one class. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders who together hold not less than 10% of the nominal value of the total issued voting shares of our company present in person or by proxy.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to the ordinary shares cast in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of votes cast attached to the ordinary shares in a general meeting. A special resolution will be required for important matters such as a change of name or making changes to our post-listing memorandum and articles of association.

Conversion

Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares.

Transfer of Ordinary Shares

Subject to the restrictions contained in our post-listing memorandum and articles of association, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up, or which is issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

• the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

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• the instrument of transfer is in respect of only one class of ordinary shares;

• the instrument of transfer is properly stamped, if required;

• in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and

• a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

If our directors refuse to register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required of the NYSE, be suspended and the register of members closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 days in any year as our board may determine.

Liquidation

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares

Subject to the provisions of the Companies Act and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors.

Variations of Rights of Shares

If at any time, our share capital is divided into different classes of shares, the rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without an affirmative vote of not less than two-thirds of the votes cast in a general meeting of that class. The rights conferred upon the holders of the shares or any class of shares shall not, unless otherwise expressly provided by the terms of issue of such shares, be deemed to be varied by the creation, redesignation, or issue of shares ranking pari passu with such shares.

General Meetings of Shareholders

Shareholders’ meetings may be convened by a majority of our board of directors. Advance notice of at least ten clear business days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of the holders of a majority of the aggregate voting power of all of the ordinary shares present in person or by proxy.

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Inspection of Books and Records

Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in our articles provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements. See “Where You Can Find More Information.”

Changes in Capital

We may from time to time by ordinary resolution:

• increase our share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as we in general meeting may determine;

• consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

• by subdivision of its existing shares or any of them divide the whole or any part of our share capital into shares of smaller amount than is fixed by our post-listing memorandum and articles of association; or

• cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person.

We may by special resolution reduce our share capital or any capital redemption reserve fund in any manner permitted by law.

Exempted Company

We are an exempted company with limited liability incorporated under the Companies Act. The Companies Act in the Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

• an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies of the Cayman Islands;

• an exempted company’s register of members is not open to inspection;

• an exempted company does not have to hold an annual general meeting;

• an exempted company may issue no par value shares;

• an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

• an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

• an exempted company may register as a limited duration company; and

• an exempted company may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. We currently intend to comply with the NYSE rules in lieu of following home country practice after the closing of this offering. The

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NYSE rules require that every company listed on the NYSE hold an annual general meeting of shareholders. In addition, our post-listing memorandum and articles of association allow directors to call special meeting of shareholders pursuant to the procedures set forth in our articles.

Differences in Corporate Law

The Companies Act is modeled after that of England and Wales but does not follow recent statutory enactments in England. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and Similar Arrangements

A merger of two or more constituent companies under Cayman Islands law requires a plan of merger or consolidation to be approved by the directors of each constituent company and authorization by a special resolution of the members of each constituent company.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a subsidiary is a company of which at least ninety percent (90%) of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Save in certain circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares upon dissenting to a merger or consolidation, provided the dissenting shareholder complies strictly with the procedures set out in the Cayman Companies Act. The exercise of appraisal rights will preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent seventy-five per cent in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

• the statutory provisions as to the required majority vote have been met;

• the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

• the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

• the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.

When a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of

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the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders’ Suits

In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, there are exceptions to the foregoing principle, including when:

• a company acts or proposes to act illegally or ultra vires;

• the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and

• those who control the company are perpetrating a “fraud on the minority.”

Indemnification of Directors and Executive Officers and Limitation of Liability

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our post-listing memorandum and articles of association permit indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such unless such losses or damages arise from dishonesty or fraud which may attach to such directors or officers. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our post-listing memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in the Memorandum and Articles of Association

Some provisions of our post-listing memorandum and articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our post-listing memorandum and articles of association, as amended and restated from time to time, for what they believe in good faith to be in the best interests of our company.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care

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requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Shareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our post-listing amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Neither Cayman Islands law nor our post-listing amended and restated articles of association allow our shareholders to requisition a shareholders’ meeting. As an exempted Cayman Islands company, we are not obliged by law to call shareholders’ annual general meetings.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under Cayman Islands law, but our post-listing amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

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Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the issued shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-listing amended and restated articles of association, directors may be removed by ordinary resolution.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, the directors of the company are required to comply with fiduciary duties which they owe to the company under Cayman Islands law, including the duty to ensure that, in their opinion, such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Under the Companies Act of the Cayman Islands and our post-listing amended and restated articles of association, our company may be dissolved, liquidated or wound up by the vote of holders of two-thirds of our shares voting at a meeting or the unanimous written resolution of all shareholders.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our post-listing amended and restated articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

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Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our post-listing memorandum and articles of association may only be amended by special resolution or the unanimous written resolution of all shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our post-listing memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our post-listing memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Directors’ Power to Issue Shares

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or without preferred, deferred, qualified or other special rights or restrictions.

History of Securities Issuances

The following sets forth information regarding all unregistered securities sold since January 1, 2018. None of these transactions involved any underwriters’ underwriting discounts or commissions, or any public offering. We believe that each of the following transactions was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.

Preferred Shares

On May 18, 2018, we issued an aggregate of 281,297,804 Series A-14 preferred shares to a total of eight investors in exchange for the same number of their ordinary shares purchased from certain of our then existing shareholders. These investors were Tencent Mobility Limited, All-Stars SP VI Limited, Genesis Capital I LP, Eastern Bell V Investment Limited, Hillhouse TRK-III Holdings Limited, Teng Yue Partners RDLT, LP, Champion Elite Global Limited, and GC GEM Co-investment Limited.

From June 1, 2018 to January 25, 2019, we sold an aggregate of 5,204,626,301 Series A-15 preferred shares to a total of 37 investors at a purchase price per share of US$0.36740095 for an aggregate purchase price of US$1,912,184,651. These investors were SVF Truck (Singapore) Pte. Ltd., Propitious Morningstar Limited, China Internet Investment Fund (Limited Partnership), Kite Holdings, LLC, CapitalG LP, Scottish Mortgage Investment Trust plc, WF ASIAN RECONNAISSANCE FUND LIMITED, GSR VENTURES VI (SINGAPORE) PTE. LTD., Shanghai Shengjia Xinlue Investment Center LLP, Best Will Project Company Limited, DYNAMIC MOVE INVESTMENTS LIMITED, Super Trolley Investment Limited, Super Mini Investment Limited, Super Kar Investment Limited, Super Van Investment Limited, Super Truck Investment Limited, LIGHTSPEED VENTURE PARTNERS SELECT II, L.P., Tencent Mobility Limited, SCC GROWTH IV 2018-H, L.P., All-Stars SP VIII Limited, All-Stars PESP II Limited, Genesis Capital I LP, Eastern Bell International II Limited, Hillhouse TRK-III Holdings Limited, Teng Yue Partners Master Fund, LP, Teng Yue Partners RDLT, LP, IFC CATALYST FUND, LP, IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP, Capital Champion Holdings Limited, Xiang He Fund I, L.P., GGV Capital VI L.P., GGV Capital VI Entrepreneurs Fund L.P., Full Load Logistics Information Co., Ltd, Jade Orchid Limited, Rose World Capital Limited, North Land Global Limited, and Woodbury Capital Management Limited.

On June 1, 2018, we issued 48,936,447 Series A-5 preferred shares to Truck Work Logistics Information Co., Ltd at par value of US$0.00001 for an aggregate purchase price of US$489 in connection with the Series A-15 preferred share issuance.

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On October 30, 2018, we issued 186,944,757 shares of Series A-13 preferred shares to Guiyang Venture Capital Co., Ltd. at a per share price of US$0.16048 pursuant to an early agreement we entered into with Guiyang Venture Capital Co., Ltd.

From November 17, 2020 to December 4, 2020, we sold an aggregate of 2,942,381,074 Series A-16 preferred shares to a total of 22 investors at a purchase price per share of US$0.57436476 for an aggregate purchase price of US$1,689,999,999.85. These investors were SVF Truck (Singapore) Pte. Ltd., SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P., SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P., SCEP Master Fund, Titanium Growth Investment Limited (formerly Permira PGO1 SPV Limited), Fidelity China Special Situations PLC, Fidelity Investment Funds, Fidelity Funds, Quilter Investors OEIC, ERI-BayernInvest-Fonds Aktien Asien, Scottish Mortgage Investment Trust plc, Xiang He Fund II, L.P., Xiang He Fund Gamma L.P., Lightspeed Opportunity Fund, L.P., Racing Sports Limited, Hillhouse TRK-III Holdings Limited, All-Stars PEIISP IV Limited, CMC Scania II Limited, GGV VII INVESTMENTS PTE. LTD., GGV VII PLUS INVESTMENTS PTE. LTD., GGV (FT) LLC and Morespark Limited.

Ordinary Shares

On June 1, 2018, we issued an aggregate of 73,510,543 ordinary shares to Full Load Logistics Information Co., Ltd and Luo P Holdings Limited at par value of US$0.00001 for an aggregate purchase price of US$735 in connection with the Series A-15 preferred share issuance.

Acquisitions

On December 3, 2018 and January 22, 2019, we issued an aggregate of 68,045,550 ordinary shares subject to certain restrictions to Euclidean Investment LLC and Sigma Point Investment LLC in connection with our acquisition of shares in a company.

Warrant

On April 15, 2021, we issued a warrant to Sinopec Capital Co., Ltd., or Sinopec. Pursuant to the warrant, Sinopec agreed to purchase, upon completion of the necessary filing with and/or obtaining approval from the relevant governmental authorities, an aggregate of (i) 104,463,233 Series A-16 preferred shares, if the exercise of the warrant occurs prior to the completion of this offering, or (ii) the number of Class A ordinary shares into which such number of Series A-16 preferred shares would have been converted immediately prior to this offering, assuming that such Series A-16 preferred shares were issued prior to this offering, if the exercise of the warrant occurs upon or after the completion of this offering, in each case, at a per share exercise price of US$0.57436476.

Share Incentive Plan-related issuance

We adopted a share incentive plan in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan. The 2018 Plan allows us to grant options, restricted shares, restricted share units and other equity awards to our employees, non-employee directors and consultants. As of the date of this prospectus, options to purchase 209,203,916 ordinary shares were granted and outstanding under the 2018 Plan.

On March 28, 2019, we issued an aggregate of 993,256,541 ordinary shares to Master Quality Group Limited as the nominee of the trustee for our employee incentive plan trust at par value of US$0.00001 relating to options granted to certain of our employees, directors or consultants under our 2018 Plan.

On June 17, 2020, we issued an aggregate of 93,472,356 ordinary shares to Great Oak Trading LTD. at par value of US$0.00001, pursuant to exercise of options granted under our 2018 Plan.

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On September 16, 2020, we issued an aggregate of 119,937,938 ordinary shares to Master Quality Group Limited as the nominee of the trustee for our employee incentive plan trust at par value of US$0.00001, relating to options granted to certain of our employees, directors or consultants under our 2018 Plan.

On December 18, 2020, we issued aggregate of 800,000,000 Class A ordinary shares to Full Load Logistics Information Co., Ltd at par value of US$0.00001, pursuant to exercise of options granted under our 2018 Plan.

On December 30, 2020, we issued an aggregate of 284,763,532 Class A ordinary shares to Master Quality Group Limited as the nominee of the trustee for our employee incentive plan trust at par value of US$0.00001 relating to options granted to certain of our employees, directors or consultants under our 2018 Plan.

Registration Rights

Pursuant to our shareholders’ agreement entered into on November 17, 2020 (as acceded to from time to time), among our company, certain subsidiaries of our company, holders of our ordinary shares, certain individuals parties thereto, and holders of our preferred shares, we have granted certain registration rights to holders of (i) our preferred shares, (ii) our Class A ordinary shares issuable or issued upon conversion of our preferred shares and (iii) our Class A ordinary shares owned or acquired by certain investors in our preferred shares.

Holders of our ordinary shares that are parties to the agreement include over 10 entities as follows: (i) Dai WJ Holdings Limited, (ii) Liu XF Holdings Limited, (iii) Tang TG Holdings Limited, (iv) Luo P Holdings Limited, (v) Great Oak Trading LTD., (vi) DWJ Partners Limited, (vii) Master Quality Group Limited, (viii) GENG XF Holdings Limited, (ix) CLOUSE S.A. (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.

Holders of our preferred shares that are parties to the agreement include over 80 legal entities 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. Ltd., (xv) GGV Capital VI Entrepreneurs Fund L.P., (xvi) GGV VII Plus Investments Pte. Ltd., (xvii) GGV (FT) LLC, (xviii) Genesis Capital I LP, (xix) SUN DRAGON LIMITED, (xx) Tencent Mobility Limited, (xxi) All-Stars SP VI Limited, (xxii) Teng Yue Partners Master Fund, LP, (xxiii) Teng Yue Partners RDLT, LP, (xxiv) TYP Holdings, LLC, (xxv) IFC CATALYST FUND, LP, (xxvi) IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP, (xxvii) BAIDU CAPITAL L.P., (xxviii) Marble Investment Company Limited, (xxix) TECHGIANT LIMITED, (xxx) All-Stars PESP II Limited, (xxxi) All-Stars SP VIII Limited, (xxxii) All-Stars PEIISP IV Limited, (xxxiii) Truck Work Logistics Information Co., Ltd., (xxxiv) Lightspeed China Partners I, L.P., (xxxv) Lightspeed China Partners I-A, L.P., (xxxvi) LIGHTSPEED VENTURE PARTNERS SELECT II, L.P., (xxxvii) Lightspeed Opportunity Fund, L.P., (xxxviii) SCC Venture V Holdco I, Ltd., (xxxix) SCC GROWTH IV 2018-H, L.P., (xl) Sunshine Logistics Investment Limited, (xli) Tyrus-DA Global Sharing Economy No. 2, (xlii) Capital Champion Holdings Limited, (xliii) Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership), (xliv) Xiang He Fund I, L.P., (xlv) Xiang He Fund II, L.P., (xlvi) Xiang He Fund Gamma, L.P., (xlvii) CMC Scania Holdings Limited, (xlviii) CMC Scania II Limited, (xlix) Internet Fund IV Pte. Ltd., (l) Artist Growth Opportunity Fund I LP, (li) Artist Growth Opportunity I LP, (lii) Guiyang Venture Capital Co., Ltd., (liii) Eastern Bell V Investment Limited, (liv) Eastern Bell International II Limited, (lv) Fortune Nice International Limited, (lvi) SVF Truck (Singapore) Pte. Ltd., (lvii) SVF II Sage Subco (Singapore) Pte. Ltd., (lviii) Kite Holdings, LLC, (lix) CapitalG LP, (lx) Scottish Mortgage Investment Trust plc, (lxi) Super Trolley Investment Limited, (lxii) Super Mini Investment Limited, (lxiii) Super Kar Investment Limited, (lxiv) Super

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Van Investment Limited, (lxv) Super Truck Investment Limited, (lxvi) Full Load Logistics Information Co. Ltd, (lxvii) Rose World Capital Limited, (lxviii) North Land Global Limited, (lxix) WF ASIAN RECONNAISSANCE FUND LIMITED, (lxxi) DYNAMIC MOVE INVESTMENTS LIMITED, (lxxi) GSR VENTURES VI (SINGAPORE) PTE. LTD., (lxxii) China Internet Investment Fund (Limited Partnership), (lxxiii) Shanghai Shengjia Xinlue Investment Center LLP, (lxxiv) Propitious Morningstar Limited, (lxxv) Ning Zhang, (lxxvi) TR China Holdings 8, (lxxvii) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P., (lxxviii) SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P., (lxxix) Titanium Growth Investment Limited (formerly Permira PGO1 SPV Limited), (lxxx) Fidelity China Special Situations PLC, (lxxxi) Fidelity Investment Funds, (lxxxii) Fidelity Funds, (lxxxiii) ERI-BayernInvest-Fonds Aktien Asien, (lxxxiv) Racing Sports Limited, and (lxxxv) SCEP Master Fund.

Demand Registration Rights

At any time following 180 days after the effective date of this prospectus, 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. Upon such a request, we shall promptly give written notice of such requested registration to all other shareholders and thereupon shall use its best efforts to effect, as soon as practicable, the registration under the Securities Act of the registrable securities specified in the request of the requesting shareholders, together with any registrable securities as are specified in written requests of such other shareholders given within 15 business days after such written notice from us is delivered to such other shareholders.

Piggyback Registration Rights

If we propose to file a registration statement for a public offering of our equity securities for our own account or for the account of any person that is not a shareholder (except registration statement filed in relation to any employee benefit plan, a corporate reorganization or any form that does not include substantially the same information as would be required to be included in a F-1 registration statement or a F-3 registration statement), we shall promptly give each shareholder written notice of such registration, upon the written request of any shareholder given within 20 days after delivery of such notice, we shall include in such registration any registrable securities thereby requested by such shareholder.

Form F-3 Registration Rights

After the closing of our initial public offering, we shall use best efforts to qualify for registration on Form F-3. At any time when we are eligible to use a Form F-3 registration statement, shareholders holding at least 15% of then outstanding registrable securities may make a written request to us to file a registration statement on Form F-3 for a public offering of the number of registrable securities specified in such request. 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.

Termination of Registration Rights

Our shareholders’ registration rights will terminate (i) after five years of the completion of this 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 this offering under Rule 144 promulgated under the Securities Act.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

Deutsche Bank Trust Company Americas, as depositary, will register and deliver the ADSs. Each ADS will represent ownership of                  Class A ordinary shares, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS will also represent ownership of any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the ADSs will be administered is located at 60 Wall Street, New York, NY 10005, USA. The principal executive office of the depositary is located at 60 Wall Street, New York, NY 10005, USA.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.

We will not treat ADS holders as our shareholders and accordingly, you, as an ADS holder, will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs. See “—Jurisdiction and Arbitration.”

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of American Depositary Receipt. For directions on how to obtain copies of those documents, see “Where You Can Find Additional Information.”

Holding the ADSs

How will you hold your ADSs?

You may hold ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (b) by holding ADSs in DRS, or (2) indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. ADSs will be issued through DRS, unless you specifically request certificated ADRs. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent as of the record date (which will be as close as practicable to the record date for our ordinary shares) set by the depositary with respect to the ADSs.

Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution we pay on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities or other entitlements under the terms of the deposit agreement into U.S. dollars if it can do so on a practicable basis, and can transfer the U.S. dollars to the United States and will distribute promptly the amount thus received. If the depositary shall determine in its judgment that such conversions or transfers are not practical or lawful or if any

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government approval or license is needed and cannot be obtained at a reasonable cost within a reasonable period or otherwise sought, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold or cause the custodian to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid and such funds will be held for the respective accounts of the ADS holders. It will not invest the foreign currency and it will not be liable for any interest for the respective accounts of the ADS holders.

Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, that must be paid, will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round down fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

Shares. For any ordinary shares we distribute as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing such ordinary shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional ordinary shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution.

Elective Distributions in Cash or Shares. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the ADSs. We must timely first instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practicable to make such elective distribution available to you. In such case, the depositary shall, on the basis of the same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares.

Rights to Purchase Additional Shares. If we offer holders of our ordinary shares any rights to subscribe for additional shares, the depositary shall having received timely notice as described in the deposit agreement of such distribution by us, consult with us, and we must determine whether it is lawful and reasonably practicable to make these rights available to you. We must first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is legal to do so. If the depositary decides it is not legal or reasonably practicable to make the rights available but that it is lawful and reasonably practicable to sell the rights, the depositary will endeavor to sell the rights and in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper distribute the net proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to you, it will establish procedures to distribute such rights and enable you to exercise the rights upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The Depositary shall not be obliged to make available to you a method to exercise such rights to subscribe for ordinary shares (rather than ADSs).

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this

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case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

There can be no assurance that you will be given the opportunity to exercise rights on the same terms and conditions as the holders of ordinary shares or be able to exercise such rights.

Other Distributions. Subject to receipt of timely notice, as described in the deposit agreement, from us with the request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will distribute to you anything else we distribute on deposited securities by any means it may deem practicable, upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. If any of the conditions above are not met, the depositary will endeavor to sell, or cause to be sold, what we distributed and distribute the net proceeds in the same way as it does with cash; or, if it is unable to sell such property, the depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration, such that you may have no rights to or arising from such property.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if we and/or the depositary determines that it is illegal or not practicable for us or the depositary to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitled thereto.

Except for ordinary shares deposited by us in connection with this offering, no shares will be accepted for deposit during a period of 180 days after the date of this prospectus. The 180 day lock up period is subject to adjustment under certain circumstances as described in the section entitled “Shares Eligible for Future Sales—Lock-up Agreements.”

How do ADS holders cancel an American Depositary Share?

You may turn in your ADSs at the depositary’s corporate trust office or by providing appropriate instructions to your broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, to the extent permitted by law.

How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.

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Voting Rights

How do you vote?

You may instruct the depositary to vote the ordinary shares or other deposited securities underlying your ADSs at any meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited securities. Otherwise, you could exercise your right to vote directly if you withdraw the ordinary shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the ordinary shares.

If we ask for your instructions and upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as described in the deposit agreement, the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited securities, and arrange to deliver our voting materials to you. The materials will include or reproduce (a) such notice of meeting or solicitation of consents or proxies; (b) a statement that the ADS holders at the close of business on the ADS record date will be entitled, subject to any applicable law, the provisions of our memorandum and articles of association, and the provisions of or governing the deposited securities, to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the ordinary shares or other deposited securities represented by such holder’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given to the depositary or deemed given in accordance with the second to last sentence of this paragraph if no instruction is received by the depositary to give a discretionary proxy to a person designated by us. Voting instructions may be given only in respect of a number of ADSs representing an integral number of ordinary shares or other deposited securities. For instructions to be valid, the depositary must receive them in writing on or before the date specified. The depositary will try, as far as practical, subject to applicable law and the provisions of our memorandum and articles of association, to vote or to have its agents vote the ordinary shares or other deposited securities (in person or by proxy) as you instruct. The depositary will only vote or attempt to vote as you instruct. If we timely requested the depositary to solicit your instructions but no instructions are received by the depositary from an owner with respect to any of the deposited securities represented by the ADSs of that owner on or before the date established by the depositary for such purpose, the depositary shall deem that owner to have instructed the depositary to give a discretionary proxy to a person designated by us with respect to such deposited securities, and the depositary shall give a discretionary proxy to a person designated by us to vote such deposited securities. However, no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if we inform the depositary we do not wish such proxy given, substantial opposition exists or the matter materially and adversely affects the rights of holders of the ordinary shares.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying your ADSs. In addition, there can be no assurance that ADS holders and beneficial owners generally, or any holder or beneficial owner in particular, will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of our ordinary shares.

The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the ordinary shares underlying your ADSs are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to be voted at least 30 business days in advance of the meeting date.

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Compliance with Regulations

Information Requests

Each ADS holder and beneficial owner shall (a) provide such information as we or the depositary may request pursuant to law, including, without limitation, relevant Cayman Islands law, any applicable law of the United States of America, our memorandum and articles of association, any resolutions of our Board of Directors adopted pursuant to such memorandum and articles of association, the requirements of any markets or exchanges upon which the ordinary shares, ADSs or ADRs are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADRs, the identity of any other persons then or previously interested in such ADRs and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, our memorandum and articles of association, and the requirements of any markets or exchanges upon which the ADSs, ADRs or ordinary shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, ADRs or ordinary shares may be transferred, to the same extent as if such ADS holder or beneficial owner held ordinary shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such request is made.

Disclosure of Interests

Each ADS holder and beneficial owner shall comply with our requests pursuant to Cayman Islands law, the rules and requirements of the New York Stock Exchange and any other stock exchange on which the ordinary shares are, or will be, registered, traded or listed or our memorandum and articles of association, which requests are made to provide information, inter alia, as to the capacity in which such ADS holder or beneficial owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such interest and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests.

Fees and Expenses

As an ADS holder, you will be required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs):

Service	Fees
To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash)	Up to US$0.05 per ADS issued
Cancellation of ADSs, including the case of termination of the deposit agreement	Up to US$0.05 per ADS cancelled
Distribution of cash dividends	Up to US$0.05 per ADS held
Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements	Up to US$0.05 per ADS held
Distribution of ADSs pursuant to exercise of rights.	Up to US$0.05 per ADS held
Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held
Depositary services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank

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As an ADS holder, you will also be responsible for paying certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) such as:

• Fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares).

• Expenses incurred for converting foreign currency into U.S. dollars.

• Expenses for cable, telex and fax transmissions and for delivery of securities.

• Taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit).

• Fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit.

• Fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs.

• Any applicable fees and penalties thereon.

The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.

In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

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.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable, or which become payable, on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register or transfer your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited

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securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any net proceeds, or send to you any property, remaining after it has paid the taxes. You agree to indemnify us, the depositary, the custodian and each of our and their respective agents, directors, employees and affiliates for, and hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for you. Your obligations under this paragraph shall survive any transfer of ADRs, any surrender of ADRs and withdrawal of deposited securities or the termination of the deposit agreement.

Reclassifications, Recapitalizations and Mergers

If we:	Then:
Change the nominal or par value of our ordinary shares	The cash, shares or other securities received by the depositary will become deposited securities.
Reclassify, split up or consolidate any of the deposited securities	Each ADS will automatically represent its equal share of the new deposited securities.
Distribute securities on the ordinary shares that are not distributed to you, or Recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action	The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. If any new laws are adopted which would require the deposit agreement to be amended in order to comply therewith, we and the depositary may amend the deposit agreement in accordance with such laws and such amendment may become effective before notice thereof is given to ADS holders.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least 90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign, or if we have removed the depositary, and in either case we have not appointed a new depositary within 90 days. In either such case, the depositary must notify you at least 30 days before termination.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver ordinary shares and other deposited securities upon cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after the date of termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received

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on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest. After such sale, the depositary’s only obligations will be to account for the money and other cash. After termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary thereunder.

Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the Company, the ADRs and the deposit agreement.

The depositary will maintain facilities in the Borough of Manhattan, The City of New York to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

These facilities may be closed at any time or from time to time when such action is deemed necessary or advisable by the depositary in connection with the performance of its duties under the deposit agreement or at our reasonable written request.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary and the Custodian; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary and the custodian. It also limits our liability and the liability of the depositary. The depositary and the custodian:

• are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct;

• are not liable if any of us or our respective controlling persons or agents are prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement and any ADR, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of our memorandum and articles of association or any provision of or governing any deposited securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure);

• are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our memorandum and articles of association or provisions of or governing deposited securities;

• are not liable for any action or inaction of the depositary, the custodian or us or their or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, any person presenting ordinary shares for deposit or any other person believed by it in good faith to be competent to give such advice or information;

• are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement;

• are not liable for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement, or otherwise;

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• may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

• disclaim any liability for any action or inaction or inaction of any of us or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, holders and beneficial owners (or authorized representatives) of ADSs, or any person believed in good faith to be competent to give such advice or information; and

• disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADS.

The depositary and any of its agents also disclaim any liability (i) for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, (ii) the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation thereof, (iii) any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the deposited securities, the credit-worthiness of any third party, (iv) for any tax consequences that may result from ownership of ADSs, ordinary shares or deposited securities, or (v) for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, provided that in connection with the issue out of which such potential liability arises the depositary performed its obligations without gross negligence or willful misconduct while it acted as depositary.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Jurisdiction and Arbitration

The laws of the State of New York govern the deposit agreement and the ADSs and we have agreed with the depositary that the federal or state courts in the City of New York shall have exclusive jurisdiction to hear and determine any dispute arising from or in connection with the deposit agreement and that the depositary will have the right to refer any claim or dispute arising from the relationship created by the deposit agreement to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration provisions of the deposit agreement do not preclude you from pursuing claims under the Securities Act or the Exchange Act in federal or state courts.

Jury Trial Waiver

The deposit agreement provides that each party to the deposit agreement (including each holder, beneficial owner and holder of interests in the ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any lawsuit or proceeding against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable law.

Requirements for Depositary Actions

Before the depositary will issue, deliver or register a transfer of an ADS, split-up, subdivide or combine ADSs, make a distribution on an ADS, or permit withdrawal of ordinary shares, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary;

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• satisfactory proof of the identity and genuineness of any signature or any other matters contemplated in the deposit agreement; and

• compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal or delivery of deposited securities and (B) such reasonable regulations and procedures as the depositary may establish, from time to time, consistent with the deposit agreement and applicable laws, including presentation of transfer documents.

The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transfer books are closed or at any time if the depositary or we determine that it is necessary or advisable to do so.

Your Right to Receive the Shares Underlying Your ADSs

You have the right to cancel your ADSs and withdraw the underlying ordinary shares at any time except:

• when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying a dividend on our ordinary shares;

• when you owe money to pay fees, taxes and similar charges;

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities, or other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time); or

• for any other reason if the depositary or we determine, in good faith, that it is necessary or advisable to prohibit withdrawals.

The depositary shall not knowingly accept for deposit under the deposit agreement any ordinary shares or other deposited securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such ordinary shares.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon closing of this offering, we will have ADSs outstanding representing approximately     % of our ordinary shares (or ADS outstanding representing approximately     % of our ordinary shares if the underwriters exercise in full the over-allotment option).

All of the ADSs sold in this offering and the Class A ordinary shares they represent will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an “affiliate” of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All issued ordinary shares prior to this offering are “restricted securities” as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may not be used in connection with any resale of the ADSs acquired in this offering by our affiliates.

Pursuant to Rule 144, ordinary shares will be eligible for sale at various times after the date of this prospectus, subject to the lock-up agreements.

Sales of substantial amounts of ADSs in the public market could adversely affect prevailing market prices of the ADSs. Prior to this offering, there has been no public market for our Class A ordinary shares or the ADSs, and while we will make an application to list ADSs on the NYSE, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading market will develop for our ordinary shares not represented by ADSs.

Lock-up Agreements

[We, our directors, executive officers and our existing shareholders] have agreed, subject to some exceptions, not to sell, transfer or dispose of, directly or indirectly, any of our ordinary shares, or ADSs representing the ordinary shares, or any securities convertible into or exchangeable or exercisable for our ordinary shares, or ADSs representing the ordinary shares, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or existing shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our issued shares) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

• 1% of the number of our Class A ordinary shares then outstanding, in the form of ADSs or otherwise, which will equal approximately                      ordinary shares immediately after this offering; and

• the average weekly trading volume of the ADSs on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. The manner-of-sale provisions require the securities to be sold either in “brokers’

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transactions” as such term is defined under the Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through a riskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the person selling the securities not to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction or make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds 5,000 shares or other units or has an aggregate sale price in excess of US$50,000, three copies of a notice on Form 144 should be filed with the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must be transmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whose account the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order to execute a sale of securities or the execution directly with a market maker of such a sale.

Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act.

Rule 701

Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a written compensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act, or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

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TAXATION

The following describes certain Cayman Islands, People’s Republic of China and United States federal income tax consequences relevant to an investment in the ADSs and Class A ordinary shares. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People’s Republic of China and the United States. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of the ADSs and Class A ordinary shares.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of the ADSs and Class A ordinary shares. Stamp duties may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties that are applicable to any payments made to or by the Company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People’s Republic of China Taxation

In February 2017, the National People’s Congress of China enacted the modified Enterprise Income Tax Law, which became effective on February 24, 2017. The modified Enterprise Income Tax Law provides that enterprises organized under the laws of jurisdictions outside China with their “de facto management bodies” located within China may be considered PRC resident enterprises and therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide income. The implementing rules of the Enterprise Income Tax Law further define the term “de facto management body” as the management body that exercises substantial and overall management and control over the production and operations, personnel, accounting and assets of an enterprise. While we do not currently consider our company or any of our overseas subsidiaries to be a PRC resident enterprise, there is a risk that the PRC tax authorities may deem our company or any of our overseas subsidiaries as a PRC resident enterprise since a substantial majority of the members of our management team as well as the management team of some of our overseas subsidiaries are located in China, in which case we or the overseas subsidiaries, as the case may be, would be subject to the PRC enterprise income tax at the rate of 25% on worldwide income. If the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. For example, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders, and gains derived by our non-PRC enterprise shareholders from transferring our shares or ADSs would be subject to PRC tax at a rate of 10%. Furthermore, dividends paid to individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or ordinary shares by such investors may be subject to PRC tax at a current rate of 20% (which in the case of dividends may be withheld by us). Any PRC tax liability may be subject to reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions. It is unclear whether, if we are considered a PRC resident enterprise, holders of our shares or ADSs would be able to obtain in practice the benefit of income tax treaties or agreements entered into between China and other countries or areas.

Certain United States Federal Income Tax Considerations

The following discussion describes certain United States federal income tax consequences of the purchase, ownership and disposition of our ADSs and Class A ordinary shares as of the date hereof.

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This discussion deals only with ADSs and Class A ordinary shares that are held as capital assets by a United States Holder (as defined below).

As used herein, the term “United States Holder” means a beneficial owner of our ADSs or Class A ordinary shares that is, for United States federal income tax purposes, any of the following:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate the income of which is subject to United States federal income taxation regardless of its source; or

• a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended, or the Code, and regulations, rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. In addition, this discussion is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

• a dealer in securities or currencies;

• a financial institution;

• a regulated investment company;

• a real estate investment trust;

• an insurance company;

• a tax-exempt organization;

• a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

• a trader in securities that has elected the mark-to-market method of accounting for your securities;

• a person liable for alternative minimum tax;

• a person who owns or is deemed to own 10% or more of our stock by vote or value;

• a partnership or other pass-through entity for United States federal income tax purposes;

• a person required to accelerate the recognition of any item of gross income with respect to our ADSs or Class A ordinary shares as a result of such income being recognized on an applicable financial statement; or

• a person whose “functional currency” is not the United States dollar.

If an entity or other arrangement treated as a partnership for United States federal income tax purposes holds our ADSs or Class A ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our ADSs or Class A ordinary shares, you should consult your tax advisors.

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This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the purchase of our ADSs or Class A ordinary shares, you should consult your tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of our ADSs or Class A ordinary shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying Class A ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

Subject to the discussion under “—Passive Foreign Investment Company” below, the gross amount of distributions on the ADSs or Class A ordinary shares (including any amounts withheld to reflect PRC withholding taxes, as discussed above under “Taxation—People’s Republic of China Taxation”) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the ADSs or Class A ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate United States investors, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that securities such as our ADSs (which we [will apply for] listing on the NYSE) will be readily tradable on an established securities market in the United States once they are so listed. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for these reduced tax rates. Since we do not expect that our Class A ordinary shares will be listed on an established securities market in the United States, we do not believe that dividends that we pay on our Class A ordinary shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There also can be no assurance that our ADSs will continue to be readily tradable on an established securities market in the United States in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax treaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, we may be eligible for the benefits of the income tax treaty between the United States and PRC, or the Treaty, and if we are eligible for such benefits, dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by ADSs, would be eligible for reduced rates of taxation. See “Taxation—People’s Republic of China Taxation.” Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate

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reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your tax advisors regarding the application of these rules given your particular circumstances.

Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company in the taxable year in which such dividends are paid or in the preceding taxable year (see “—Passive Foreign Investment Company” below).

Subject to certain conditions and limitations (including a minimum holding period requirement), any PRC withholding taxes on dividends generally will be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or Class A ordinary shares will be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Distributions of ADSs, Class A ordinary shares or rights to subscribe for ADSs or Class A ordinary shares that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.

Passive Foreign Investment Company

Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill (which we have determined based on the expected price of our ADSs in this offering), we do not expect to be a PFIC for the current taxable year or in the foreseeable future, although there can be no assurance in this regard.

In general, we will be a PFIC for any taxable year in which:

• at least 75% of our gross income is passive income, or

• at least 50% of the value (generally determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). Cash is generally treated as an asset that produces or is held for the production of passive income. If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income. However, there is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIEs for United States federal income tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of our consolidated VIEs. If it is determined, contrary to our view, that we do not own the equity of our consolidated VIEs for United States federal income tax purposes (for instance, because the relevant PRC authorities do not respect these arrangements), we may be treated as a PFIC.

The determination of whether we are a PFIC is made annually. Accordingly, we may be a PFIC for the current or any future taxable year due to changes in our asset or income composition. The composition of our assets and income may be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Because we have valued our goodwill based on the expected market value of our ADSs, a decrease in the price of our ADSs may also result in our becoming a PFIC. In addition, there is no assurance that a portion of the value of our goodwill will not be attributable to our credit solutions business, in which case the value of our goodwill that is treated as an active asset will be lower than the total value of our goodwill. If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares, you will be subject to special tax rules discussed below.

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If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge and a deemed sale discussed in the following paragraph, of ADSs or Class A ordinary shares. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ADSs or Class A ordinary shares. Under these special tax rules:

• the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A ordinary shares,

• the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

• the amount allocated to each other year will be subject to tax at the highest tax rate in effect for individuals or corporations, as applicable, for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our ADSs or Class A ordinary shares, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you hold the ADSs or Class A ordinary shares (even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your ADSs or Class A ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. You are urged to consult your tax advisor about this election.

In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to your ADSs or Class A ordinary shares provided such ADSs or Class A ordinary shares are treated as “marketable stock.” The ADSs or Class A ordinary shares generally will be treated as marketable stock if the ADSs or Class A ordinary shares are regularly traded on a “qualified exchange or other market” (within the meaning of the applicable Treasury regulations). Under current law, the mark-to-market election may be available to holders of ADSs once the ADSs are listed on the NYSE which constitutes a qualified exchange, although there can be no assurance that the ADSs will be “regularly traded” for purposes of the mark-to-market election. It is intended that only the ADSs and not the Class A ordinary shares will be listed on the NYSE. Consequently, if you are a holder of Class A ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election.

If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, upon the sale or other disposition of your ADSs in a year that we are a PFIC, any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election, and any gain will be treated as ordinary income. If you make a mark-to-market election, any distributions that we make would generally be subject to the tax rules discussed above under “—Taxation of Dividends,” except that the lower rate applicable to dividends received from a qualified foreign corporation (discussed above) would not apply if we are a PFIC in the taxable year in which the dividend is paid or in the preceding taxable year.

If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or

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other market, or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

Alternatively, U.S. taxpayers can sometimes avoid the special tax rules described above by electing to treat a PFIC as a “qualified electing fund” under Section 1295 of the Code. However, this option is not available to you because we do not intend to prepare or provide you with the tax information necessary to permit you to make this election.

If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and any of our non-United States subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. You will not be able to make the mark-to-market election described above in respect of any lower-tier PFIC. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

You will generally be required to file Internal Revenue Service Form 8621 if you hold our ADSs or Class A ordinary shares in any year in which we are a PFIC. You are urged to consult your tax advisors concerning the United States federal income tax consequences of holding ADSs or Class A ordinary shares if we are a PFIC for any taxable year.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale, exchange or other disposition of the ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized for the ADSs or Class A ordinary shares and your tax basis in the ADSs or Class A ordinary shares. Subject to the discussion under “—Passive Foreign Investment Company” above, such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the ADSs or Class A ordinary shares for more than one year. Long-term capital gains of non-corporate United States Holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss. However, if PRC tax is imposed on any gain (for instance, because we are treated as a PRC resident enterprise for PRC tax purposes), and if you are eligible for the benefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty. If you are not eligible for the benefits of the Treaty or if you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign tax credit arising from any PRC tax imposed on the disposition of ADSs or Class A ordinary shares unless such credit can be applied (subject to applicable limitations) against tax due on other income derived from foreign sources.

Information Reporting and Backup Withholding

In general, information reporting will apply to distributions in respect of our ADSs or Class A ordinary shares and the proceeds from the sale, exchange or other disposition of our ADSs or Class A ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

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UNDERWRITING

Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. LLC, China International Capital Corporation Hong Kong Securities Limited and Goldman Sachs (Asia) L.L.C. are acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of ADSs indicated below:

Underwriter	Number of ADSs
Morgan Stanley & Co. LLC
China International Capital Corporation Hong Kong Securities Limited
Goldman Sachs (Asia) L.L.C.
UBS Securities LLC
Huatai Securities (USA), Inc.
Citigroup Global Markets Inc.
Nomura Securities International, Inc.
China Renaissance Securities (Hong Kong) Limited
CLSA Limited
Total

The underwriters and the representatives are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken. However, the underwriters are not required to take or pay for the ADSs covered by the underwriters’ over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated.

The underwriters initially propose to offer part of the ADSs directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of US$         per ADS under the initial public offering price. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be varied by the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase on a pro rata basis up to                      additional ADSs at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. [The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the ADSs offered by this prospectus.] To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ADSs as the number listed next to the underwriter’s name in the preceding table bears to the total number of ADSs listed next to the names of all underwriters in the preceding table.

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The following table shows the per ADS and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional                      ADSs.

	Per ADS		Total
	Without Option to Purchase Additional ADSs	With Option to Purchase Additional ADSs	Without Option to Purchase Additional ADSs	With Option to Purchase Additional ADSs
Public offering price	US$	US$	US$	US$
Underwriting discounts and commissions paid by us	US$	US$	US$	US$
Proceeds to us, before expenses	US$	US$	US$	US$

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately US$        . [We have also agreed to reimburse the underwriters for expenses up to US$         relating to clearance of this offering with the Financial Industry Regulatory Authority and certain other fees and expenses in connection with this offering.]

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of ADSs offered by them.

Certain of the underwriters are expected to make offers and sales both inside and outside the United States through their respective affiliates, registered broker-dealers or selling agents. China International Capital Corporation Hong Kong Securities Limited is not a broker-dealer registered with the SEC, and, to the extent that its conduct may be deemed to involve participation in offers or sales of ordinary shares in the United States, those offers or sales will be made through one or more SEC-registered broker-dealers in compliance with applicable laws and regulations. Goldman Sachs (Asia) L.L.C. will offer ADSs in the United States through its SEC-registered broker-dealer affiliate in the United States, Goldman Sachs & Co. LLC. China Renaissance Securities (Hong Kong) Limited will offer ADSs in the United States through its SEC-registered broker-dealer affiliate in the United States, China Renaissance Securities (US) Inc. CLSA Limited is not a broker-dealer registered with the SEC and it may not make sales in the United States. CLSA Limited has agreed that it does not intend to, and will not, offer or sell any of our ADSs in the United States in connection with this offering.

We intend to apply for the listing of our ADSs on the New York Stock Exchange Market under the trading symbol “YMM.”

[We, our directors, executive officers and all of our existing shareholders] have agreed that, without the prior written consent of the representatives on behalf of the underwriters, we and they will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (the “restricted period”):

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, or enter into a transaction that would have the same effect;

• file any registration statement with the Securities and Exchange Commission relating to the offering of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs; or

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ordinary shares or ADSs.

whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written

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consent of the representatives on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any ordinary shares, ADSs or any security convertible into or exercisable or exchangeable for ordinary shares or ADSs.

The restrictions described in the immediately preceding paragraph do not apply to:

• [the sale of ordinary shares or ADSs to the underwriters;

• transactions by any person other than us relating to ordinary shares, ADSs or other securities acquired in open market transactions after the completion of the offering of the shares; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is required or voluntarily made in connection with subsequent sales of the ordinary shares, ADSs or other securities acquired in such open market transactions; or

• facilitating the establishment of a trading plan on behalf of a shareholder, officer or director of our company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of ordinary shares or ADSs, provided that (i) such plan does not provide for the transfer of ordinary shares or ADSs during the restricted period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by our company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of ordinary shares or ADSs may be made under such plan during the restricted period.]

The representatives, in their sole discretion, may release the ordinary shares, ADSs and other securities subject to the lock-up agreements described above in whole or in part at any time.

In order to facilitate the offering of the ADSs, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.

• Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

• Specifically, the underwriters may sell more ADSs than they are obligated to purchase under the underwriting agreement, creating a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs available for purchase by the underwriters under the over-allotment option. In a naked short position, the number of ADSs involved is greater than the number of ADSs in the over-allotment option. The underwriters can close out a covered short position by exercising the over-allotment option and/or purchasing ADSs in the open market.

• Syndicate covering transactions involve purchases of the ADSs in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of ADSs to close out a covered short position, the underwriters will consider, among other things, the open market price of ADSs as compared to the price available under the over-allotment option. The underwriters may also sell ADSs in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

• As an additional means of facilitating this offering, the underwriters may bid for, and purchase, ADSs in the open market to stabilize the price of the ADSs. Finally, the underwriters may reclaim selling concessions allowed to an underwriter or a dealer for distributing the ADSs in this offering, if the syndicate repurchases previously distributed ADSs to cover syndicate short positions or to stabilize the price of the ADSs.

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These activities may raise or maintain the market price of the ADSs above independent market levels or prevent or retard a decline in the market price of the ADSs. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of ADSs to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters’ websites and any information contained in any other website maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Pricing of the Offering

Prior to this offering, there has been no public market for our ordinary shares or ADSs. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in businesses similar to ours.

We cannot assure you that the initial public offering price will correspond to the price at which our ordinary shares or ADSs will trade in the public market subsequent to this offering or that an active trading market for our ordinary shares or ADSs will develop and continue after this offering.

[Directed Share Program

At our request, the underwriters have reserved up to     % of the ADSs to be issued by us and offered by this prospectus for sale, at the initial public offering price, to our directors, officers, employees, business associates and related persons. The number of ADSs available for sale to the general public will be reduced to the extent these individuals purchase such reserved ADSs. Any reserved ADSs that are not so purchased will be offered by

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the underwriters to the general public on the same basis as the other ADSs offered by this prospectus. For our directors and officers purchasing ADSs through the directed share program, the lock-up agreements described above shall govern with respect to their purchases. ]

Selling Restrictions

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the ADSs or the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.

Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission or ASIC, in relation to the offering.

This document:

(a) does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth) or Corporations Act;

(b) has not been, and will not be, lodged with the Australian Securities & Investments Commission, as a disclosure document for the purposes of Corporations Act and does not purport to include the information required of a prospectus, product disclosure document or other disclosure document for the purposes of the Corporations Act; and

(c) may only be provided in Australia to select investors, or the Exempt Investor, who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the ADSs without disclosure to investors under Chapter 6D of the Corporations Act.

The ADSs may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the ADSs may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ADSs may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ADSs, you represent and warrant to us that you are an Exempt Investor.

As any offer of ADSs under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ADSs you undertake to us that you will not, for a period of 12 months from the date of issue of the ADSs, offer, transfer, assign or otherwise alienate those ADSs to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Any person acquiring securities must observe such Australian on-sale restrictions. This document contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this document is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.

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Canada

The ADSs may be sold in Canada only to purchasers in the provinces of Ontario, Quebec, Alberta and British Columbia purchasing, or deemed to be purchasing on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the ADSs.

By purchasing the ADSs in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to the underwriters and the dealers from whom the purchase confirmation is received that:

(a) the purchaser is entitled under applicable provincial securities laws to purchase the ADSs without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus Exemptions,

(b) the purchaser is a “permitted client” as defined in National Instrument 31-103—Registration Requirements, Exemptions and Ongoing Registrant Obligations,

(c) where required by law, the purchaser is purchasing as principal and not as agent, and

(d) the purchaser has reviewed the text above under Resale Restrictions.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts or NI 33-105, the Canadian purchasers are hereby notified that the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Cayman Islands

This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands.

Dubai International Finance Center, or DIFC

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority. This document is intended for distribution only to Persons, as defined in the Markets Rules 2012 of the Dubai Financial Services Authority, of a type specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set forth herein and has no responsibility for this document. The ADSs to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this document, you should consult an authorized financial adviser.

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In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the ADSs may not be offered or sold directly or indirectly to the public in the DIFC.

European Economic Area

In relation to each Member State of the European Economic Area, each a Member State, no ADSs have been offered or will be offered pursuant to the offering to the public in that Member State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation, except that offers of ADSs may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:

• to any legal entity which is a qualified investor as defined under the Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

• in any other circumstances falling within Article 1(4) of the Prospectus Regulation.

provided that no such offer of shares shall require us or any of our representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with each of the representatives and us that it is a “qualified investor” as defined in the Prospectus Regulation.

In the case of any shares being offered to a financial intermediary as that term is used in Article 5 of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a nondiscretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to any ADSs in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended).

Hong Kong

The ADSs have not been offered or sold and will not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong). No advertisement, invitation or document relating to the ADSs has been or may be issued or has been or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder.

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Israel

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus may be distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds; provident funds; insurance companies; banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange Ltd., underwriters, each purchasing for their own account; venture capital funds; entities with equity in excess of NIS 50 million and “qualified individuals,” each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors. Qualified investors shall be required to submit written confirmation that they fall within the scope of the Addendum.

Japan

No registration pursuant to Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended), or the FIEL, has been made or will be made with respect to the solicitation of the application for the acquisition of the ADSs.

Accordingly, the shares of the ADSs have not been, directly or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance with, the FIEL and the other applicable laws and regulations of Japan.

For Qualified Institutional Investors, or QII

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the ADSs constitutes either a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph 1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the ADSs. The ADSs may only be transferred to QIIs.

For Non-QII Investors

Please note that the solicitation for newly-issued or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the ADSs constitutes either a “small number private placement” or a “small number private secondary distribution” (each as is described in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article 4 of the FIEL, has not been made in relation to the ADSs. The ADSs may only be transferred en bloc without subdivision to a single investor.

Kingdom of Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations issued by the board of the Capital Market Authority, or CMA, pursuant to resolution number 2-11-2004 dated October 4, 2004 as amended by resolution number 1-28-2008, as amended or the CMA Regulations. The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus, you should consult an authorized financial adviser. By accepting this prospectus and other information relating to the offering of the securities in the Kingdom of Saudi Arabia, each recipient represents that he is a “sophisticated investor”, as set out in the prospectus.

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Korea

The ADSs may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The ADSs have not been and will not be registered under the Financial Investment Services and Capital Markets Act of Korea and the decrees and regulations thereunder, and the ADSs have been and will be offered in Korea as a private placement under the FSCMA. Furthermore, the purchaser of the ADSs shall comply with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the ADSs. By the purchase of the ADSs, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the ADSs pursuant to the applicable laws and regulations of Korea.

Kuwait

Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 “Regulating the Negotiation of Securities and Establishment of Investment Funds,” its Executive Regulations and the various Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.

Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the securities has been or will be registered with the Securities Commission of Malaysia, or Commission, for the Commission’s approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than to persons falling within the categories specified under Schedule 6 or Section 229(l)(b), Schedule 7 or Section 230(l)(b) and Schedule 8 or Section 257(3) of the Capital Market and Services Act, 2007 of Malaysia: (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the ADSs as principal, if the offer is on terms that the ADSs may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the ADSs is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007. The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of our

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company and assumes no responsibility for the correctness of any statements made or opinions or reports expressed in this prospectus.

Mexico

None of the ADSs or the ordinary shares have been or will be registered with the National Securities Registry (Registro Nacional de Valores) maintained by the Mexican National Banking and Securities Commission (Commission Nacional Bancaria y de Valores), or CNBV, of Mexico and, as a result, may not be offered or sold publicly in Mexico. The ADSs and the ordinary shares may only be sold to Mexican institutional and qualified investors, pursuant to the private placement exemption set forth in the Mexican Securities Market Law (Ley del Mercado de Valores).

People’s Republic of China

This prospectus has not been and will not be circulated or distributed in the PRC, and the ADSs may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC or for the benefit of, legal or natural persons of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations. Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the ADSs or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this prospectus are required by the issuer and its representatives to observe these restrictions.

Singapore

This prospectus or any other offering material relating to our ADSs has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our ADSs may not be circulated or distributed, nor may our ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, as modified or amended from time to time including by any subsidiary legislation as may be applicable at the relevant time (together, the “SFA”), (ii) to a relevant person or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where our ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals , each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor; securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA, except: (1) to an institutional investor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA.

Notification under Section 309B(1)(c) of the SFA: We have determined that the ADSs shall be (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products)

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Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

State of Qatar

The ADSs described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.

Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the ADSs described herein. The ADSs may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document, any other offering or marketing material relating to the securities does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, nor our company or the ADSs have been or will be filed with or approved by any Swiss regulatory authority or be publicly distributed or otherwise made publicly available in Switzerland. In particular, this prospectus will not be filed with, and the offer of the ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.

Taiwan

The ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the ADSs in Taiwan.

United Arab Emirates

The ADSs have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates other than in compliance with the laws of the United Arab Emirates governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority. Prospective investors in the Dubai International Financial Centre should have regard to the specific notice to prospective investors in the Dubai International Financial Centre set out above.

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United Kingdom

An offer to the public of any ADSs may not be made in the United Kingdom, except that an offer to the public in the United Kingdom of any ADSs may be made at any time under the following exemptions under the UK Prospectus Regulation:

(a) to any legal entity which is a “qualified investor” as defined under the UK Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than “qualified investors” as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or

(c) in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, “FSMA”),

provided that no such offer of ADSs shall result in a requirement for our company or any underwriter to publish a prospectus pursuant to section 85 of the FSMA or a supplemental prospectus pursuant to Article 23 of the UK Prospectus Regulation and each person who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the underwriters and our company that it is a qualified investor within the meaning of Article 2 of the UK Prospectus Regulation.

In the case of any ADSs being offered to a financial intermediary as that term is used in Article 1(4) of the UK Prospectus Regulation, each financial intermediary will also be deemed to have represented, warranted and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public, other than their offer or resale in the United Kingdom to qualified investors as so defined or in circumstances in which the prior consent of the underwriters has been obtained to each such proposed offer or resale.

For the purposes of this provision, the expression an “offer to the public” in relation to any ADSs in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

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EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee, NYSE listing fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

SEC registration fee	US$
NYSE listing fee
Financial Industry Regulatory Authority filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous
Total	US$

237

LEGAL MATTERS

We are being represented by Simpson Thacher & Bartlett LLP with respect to certain legal matters of United States federal securities and New York state law. The underwriters are being represented by Davis Polk & Wardwell LLP with respect to certain legal matters as to United States federal securities and New York state law. The validity of the Class A ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Conyers Dill & Pearman. Certain legal matters as to PRC law will be passed upon for us by CM Law Firm and for the underwriters by King & Wood Mallesons. Simpson Thacher & Bartlett LLP and Conyers Dill & Pearman may rely upon CM Law Firm with respect to matters governed by PRC law. Davis Polk & Wardwell LLP may rely upon King & Wood Mallesons with respect to matters governed by PRC  law.

EXPERTS

The financial statements and the related financial statement schedule included in the Registration Statement, have been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent registered public accounting firm, as stated in their report appearing herein (which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the translation of Renminbi amounts to United States dollar amounts). Such financial statements and financial statement schedule have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The office of Deloitte Touche Tohmatsu Certified Public Accountants LLP is located at Bund Center, 30th Floor, 222 Yan An Road East, Shanghai, the People’s Republic of China.

238

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities Act with respect to underlying Class A ordinary shares represented by the ADSs, to be sold in this offering. A related registration statement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibits and schedules for further information with respect to us and the ADSs.

Immediately upon closing of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Additional information may also be obtained over the Internet at the SEC’s web site at www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited consolidated combined financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, if we so request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

239

FULL TRUCK ALLIANCE CO. LTD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2019 and 2020		F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2019 and 2020		F-6
Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2019 and 2020		F-7
Consolidated Statements of Cash Flows for the Years Ended December  31, 2019 and 2020		F-8
Notes to the Consolidated Financial Statements		F-10
Financial Statements Schedule I—Financial Information of Parent Company		F-61

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Full Truck Alliance Co. Ltd.:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Full Truck Alliance Co. Ltd. and its subsidiaries (the “Company”) as of December 31, 2019 and 2020, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficits, and cash flows, for each of the two years in the period ended December 31, 2020 and the related notes and the financial statements schedule (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Convenience Translation

Our audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the convenience of readers in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Shanghai, the People’s Republic of China

May 27, 2021

We have served as the Company’s auditor since 2021.

F-2

FULL TRUCK ALLIANCE CO. LTD.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2019 and 2020

(Amounts in thousands, except share and per share data)

			As of December 31,
	Note		2019		2020
			RMB		RMB		USD
							(Note 2)
ASSETS
Current assets:
Cash and cash equivalents				3,983,721		10,060,391		1,541,822
Restricted cash—current (including RMB 62,723 and RMB 48,702 from the consolidated trusts as of December 31, 2019 and 2020, respectively)				95,922		86,277		13,223
Short-term investments		5		6,311,697		8,731,195		1,338,114
Accounts receivable, net (net of allowance for doubtful accounts of RMB 62,087 and RMB 63,173 as of December 31, 2019 and 2020, respectively)		6		25,743		34,729		5,322
Amounts due from related parties		18		50,489		—		—
Loans receivable, net (including RMB 474,676 and RMB 317,022 from the consolidated trusts as of December 31, 2019 and 2020, respectively)		7		1,488,095		1,313,957		201,373
Prepayments and other current assets (including RMB 6,538 and RMB 1,009 from the consolidated trusts as of December 31, 2019 and 2020, respectively)		8		545,688		456,802		70,007
Total current assets				12,501,355		20,683,351		3,169,861
Restricted cash—non-current				—		13,500		2,069
Property and equipment, net		9		51,358		38,984		5,975
Investments in equity investees		10		985,259		875,205		134,131
Intangible assets, net		11		508,357		491,279		75,292
Goodwill		10		2,780,190		2,865,071		439,091
Deferred tax assets		17		17,009		18,966		2,907
Other non-current assets		12		114,875		147,000		22,529
Total non-current assets				4,457,048		4,450,005		681,994
TOTAL ASSETS				16,958,403		25,133,356		3,851,855

F-3

FULL TRUCK ALLIANCE CO. LTD.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2019 and 2020

(Amounts in thousands, except share and per share data)

			As of December 31,
	Note		2019		2020
			RMB		RMB		USD
							(Note 2)
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Short-term loans (including RMB 500,000 and nil from the consolidated VIEs as of December 31, 2019 and 2020, respectively)		13		500,000		—		—
Accounts payable (including RMB 17,588 and RMB 23,839 from the consolidated VIEs as of December 31, 2019 and 2020, respectively)				17,980		23,839		3,653
Amounts due to related parties (including RMB 15,000 and nil from the consolidated VIEs as of December 31, 2019 and 2020, respectively)		18		111,465		172,779		26,480
Payable to investors of the consolidated trusts (including RMB 420,100 and RMB 31,400 from the consolidated VIEs as of December 31, 2019 and 2020, respectively)				420,100		31,400		4,812
Prepaid for freight listing fees and other service fees (including RMB 198,898 and RMB 319,156 from the consolidated VIEs as of December 31, 2019 and 2020, respectively)		2		261,746		319,924		49,030
Income tax payable (including RMB 4,525 and RMB 23,554 from the consolidated VIEs as of December 31, 2019 and 2020, respectively)				10,460		25,924		3,973
Other tax payable (including RMB 439,690 and RMB 446,610 from the consolidated VIEs as of December 31, 2019 and 2020, respectively)				440,435		446,839		68,481
Accrued expenses and other current liabilities (including RMB 461,782 and RMB 620,828 from the consolidated VIEs as of December 31, 2019 and 2020, respectively)		14		519,186		941,642		144,314
Total current liabilities.				2,281,372		1,962,347		300,743
Deferred tax liabilities		17		123,333		118,783		18,204
Total non-current liabilities				123,333		118,783		18,204
TOTAL LIABILITIES				2,404,705		2,081,130		318,947

Commitments and contingencies (Note 24)

F-4

FULL TRUCK ALLIANCE CO. LTD.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2019 and 2020

(Amounts in thousands, except share and per share data)

			As of December 31,
	Note		2019			2020
			RMB			RMB			USD
									(Note 2)
MEZZANINE EQUITY
Convertible redeemable preferred shares (US$ 0.00001 par value, 12,531,992,805 and 15,474,373,880 shares authorized, and 12,091,475,761 and 15,033,856,835 shares issued and outstanding as of December 31, 2019 and 2020, respectively)		15		21,644,964			32,846,087			5,033,886
Subscription receivables		15		—			(1,310,140	)		(200,791	)
SHAREHOLDERS’ DEFICIT
Class A ordinary shares (US$0.00001 par value, 37,468,007,195 and 33,562,015,467 shares authorized, 3,417,044,082 and 3,517,944,736 shares issued and outstanding as of December 31, 2019 and 2020, respectively)		16		226			233			35
Class B ordinary shares (US$0.00001 par value, nil and 963,610,653 shares authorized, issued and outstanding as of December 31, 2019 and 2020, respectively)		16		—			63			10
Additional paid-in capital				1,232,948			3,809,060			583,764
Accumulated other comprehensive income				1,570,464			1,072,307			164,338
Accumulated deficit				(9,895,334	)		(13,365,806	)		(2,048,399	)
TOTAL SHAREHOLDERS’ DEFICIT				(7,091,696	)		(8,484,143	)		(1,300,252	)
Non-controlling interests				430			422			65
TOTAL FULL TRUCK ALLIANCE CO. LTD. DEFICIT				(7,091,266	)		(8,483,721	)		(1,300,187	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND DEFICIT				16,958,403			25,133,356			3,851,855

The accompanying notes are an integral part of these consolidated financial statements.

F-5

FULL TRUCK ALLIANCE CO. LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2019 and 2020

(Amounts in thousands, except share and per share data)

			Years ended December 31,
	Note		2019			2020
			RMB			RMB			USD
									(Note 2)
Net Revenues (including value added taxes, “VAT”, of RMB1,359,320 and RMB1,434,015 for the years ended December 31, 2019 and 2020, respectively)		2		2,473,061			2,580,820			395,528
Operating expenses
Cost of revenues (including VAT net of refund of VAT, of RMB953,200 and RMB893,909 for the years ended December 31, 2019 and 2020, respectively)				(1,389,864	)		(1,316,017	)		(201,688	)
Sales and marketing expenses				(403,117	)		(454,343	)		(69,631	)
General and administrative expenses				(1,189,423	)		(3,938,565	)		(603,611	)
Research and development expenses				(396,692	)		(413,369	)		(63,352	)
Provision for loans receivable		7		(127,790	)		(94,160	)		(14,431	)
Total operating expenses				(3,506,886	)		(6,216,454	)		(952,713	)
Other operating income				13,223			21,031			3,223
Loss from operations				(1,020,602	)		(3,614,603	)		(553,962	)
Other (expense) income
Interest income				229,310			209,832			32,158
Interest expenses				(39,996	)		(8,367	)		(1,282	)
Foreign exchange loss				(4,410	)		(21,276	)		(3,261	)
Investment income				—			3,321			509
Unrealized gains from fair value changes of trading securities and derivative assets				—			18,140			2,780
Other expenses, net				(8,585	)		(5,559	)		(852	)
Impairment loss		8,10		(710,331	)		(22,030	)		(3,376	)
Share of loss in equity method investees				(1,729	)		(11,054	)		(1,694	)
Total other (loss) income				(535,741	)		163,007			24,982
Net loss before income tax				(1,556,343	)		(3,451,596	)		(528,980	)
Income tax benefit (expense)		17		14,676			(19,336	)		(2,963	)
Net loss from continuing operations				(1,541,667	)		(3,470,932	)		(531,943	)
Net income from discontinued operations, net of tax		3		18,010			452			69
Net loss				(1,523,657	)		(3,470,480	)		(531,874	)
Less: net loss attributable to non-controlling interests				(7	)		(8	)		(1	)
Net loss attributable to Full Truck Alliance Co. Ltd.				(1,523,650	)		(3,470,472	)		(531,873	)
Deemed dividend		15		—			(120,086	)		(18,404	)
Net loss attributable to ordinary shareholders				(1,523,650	)		(3,590,558	)		(550,277	)
Net (loss) earning per ordinary share:
Continuing operations		20		(0.47	)		(1.05	)		(0.16	)
Discontinued operations		20		0.01			0.00			0.00
Basic and diluted—ordinary shares		20		(0.46	)		(1.05	)		(0.16	)
Weighted average shares used in calculating net loss per ordinary share:
Basic		20		3,299,723,079			3,423,687,654			3,423,687,654
Diluted		20		3,299,723,079			3,423,687,654			3,423,687,654
Net loss				(1,523,657	)		(3,470,480	)		(531,874	)
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of nil				89,399			(498,157	)		(76,346	)
Total comprehensive loss				(1,434,258	)		(3,968,637	)		(608,220	)
Less: comprehensive loss attributable to non-controlling interests				(7	)		(8	)		(1	)
Comprehensive loss attributable to Full Truck Alliance Co. Ltd.				(1,434,251	)		(3,968,629	)		(608,219	)
Deemed dividend				—			(120,086	)		(18,404	)
Comprehensive loss attributable to ordinary shareholders				(1,434,251	)		(4,088,715	)		(626,623	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

FULL TRUCK ALLIANCE CO. LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2019 and 2020

(Amounts in thousands, except share and per share data and otherwise noted)

	Class A Ordinary shares Numbers of Shares			Amount			Class B Ordinary shares Numbers of Shares		Amount		Additional Paid-in Capital			Accumulated deficit			Accumulated other comprehensive income			Total			Non- controlling interests			Total deficit
				RMB					RMB		RMB			RMB			RMB			RMB			RMB			RMB
Balance as of January 1, 2019		3,150,151,437			207			—		—		1,289,824			(8,371,684	)		1,481,065			(5,600,588	)		437			(5,600,151	)
Net loss		—			—			—		—		—			(1,523,650	)		—			(1,523,650	)		(7	)		(1,523,657	)
Ordinary shares issued for vested restricted shares		17,011,388			1			—		—		20,817			—			—			20,818			—			20,818
Exercise of stock options granted to employees		611,384,502			42			—		—		101,797			—			—			101,839			—			101,839
Share-based compensation		—			—			—		—		363,697			—			—			363,697			—			363,697
Repurchase of ordinary shares		(361,503,245	)		(24	)		—		—		(543,187	)		—			—			(543,211	)		—			(543,211	)
Foreign currency translation adjustments		—			—			—		—		—			—			89,399			89,399			—			89,399
Balance as of December 31, 2019		3,417,044,082			226			—		—		1,232,948			(9,895,334	)		1,570,464			(7,091,696	)		430			(7,091,266	)
Net loss		—			—			—		—		—			(3,470,472	)		—			(3,470,472	)		(8	)		(3,470,480	)
Ordinary shares issued for vested restricted shares		51,034,162			3			—		—		57,390			—			—			57,393			—			57,393
Exercise of stock options granted to employees		1,285,000,422			84			—		—		48,673			—			—			48,757			—			48,757
Accretion and modification of convertible redeemable preferred shares		—			—			—		—		(120,086	)		—			—			(120,086	)		—			(120,086	)
Modifications to share options		93,472,356			7			—		—		252,667			—			—			252,674			—			252,674
Share-based compensation		—			—			—		—		3,148,596			—			—			3,148,596			—			3,148,596
Ordinary shares reclassification		(963,610,653	)		(63	)		963,610,653		63		—			—			—			—			—			—
Repurchase of ordinary shares		(364,995,633	)		(24	)		—		—		(811,128	)		—			—			(811,152	)		—			(811,152	)
Foreign currency translation adjustments		—			—			—		—		—			—			(498,157	)		(498,157	)		—			(498,157	)
Balance as of December 31, 2020		3,517,944,736			233			963,610,653		63		3,809,060			(13,365,806	)		1,072,307			(8,484,143	)		422			(8,483,721	)

The accompanying notes are an integral part of these consolidated financial statements.

F-7

FULL TRUCK ALLIANCE CO. LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 and 2020

(Amounts in thousands and otherwise noted)

	Years ended December 31,
	2019			2020
	RMB			RMB			USD
							(Note 2)
Cash flows from operating activities:
Net loss		(1,523,657	)		(3,470,480	)		(531,874	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		70,708			63,669			9,758
Share-based compensation		455,634			3,254,335			498,749
Modification of options		—			231,972			35,551
Allowance for doubtful accounts		62,857			18,678			2,863
Provision for loans receivable		127,790			94,160			14,431
(Gain) Loss from disposal of property and equipment		(228	)		1,425			218
Unrealized gains from fair value changes of trading securities and derivative assets		—			(18,140	)		(2,780	)
Share of loss in equity method investees		1,729			11,054			1,694
Impairment loss		710,331			22,030			3,376
Changes in operating assets and liabilities:
Accounts receivable		(6,446	)		(16,396	)		(2,513	)
Amounts due from related parties		10,851			1,130			173
Loans receivable		(876,654	)		79,978			12,257
Prepayments and other current assets		413,677			(27,773	)		(4,256	)
Deferred tax assets		(14,005	)		(1,958	)		(300	)
Accounts payable		(18,460	)		5,859			898
Prepaid for freight listing fees and other service fees		(3,424	)		58,137			8,910
Income tax payable		3,953			15,465			2,370
Other tax payable		(209,445	)		6,404			981
Amounts due to related parties		28,669			22,242			3,409
Accrued expenses and other current liabilities		(147,512	)		233,501			35,786
Deferred tax liabilities		(10,333	)		(10,550	)		(1,617	)
Net cash (used in) provided by operating activities		(923,965	)		574,742			88,084
Cash flows from investing activities:
Purchases of short-term investments		(6,341,221	)		(9,377,260	)		(1,437,128	)
Maturity of short-term investments		3,177,061			6,613,919			1,013,627
Payments for investment in equity investees		(214,739	)		(34,475	)		(5,284	)
Acquisition of subsidiaries, net of cash acquired		—			(17,728	)		(2,717	)
Prepayments for long-term investments		—			(100,000	)		(15,326	)
Return of prepayments for equity investments		—			90,000			13,793
Loans to related parties		(48,458	)		(63,482	)		(9,729	)
Repayments of loans from related parties		—			109,792			16,826
Loans to a third party company		(295,659	)		—			—
Repayments of loans from a third party company		340,167			120,000			18,391
Purchases of property and equipment and intangible assets		(10,418	)		(53,064	)		(8,132	)
Proceeds from disposal of property and equipment		2,068			21,403			3,280
Net cash used in investing activities		(3,391,199	)		(2,690,895	)		(412,399	)

The accompanying notes are an integral part of these consolidated financial statements.

F-8

FULL TRUCK ALLIANCE CO. LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2019 and 2020

(Amounts in thousands and otherwise noted)

	Years ended December 31,
	2019			2020
	RMB			RMB			USD
							(Note 2)
Cash flows from financing activities:
Proceeds from short-term loans		1,216,469			—			—
Repayments of short-term loans		(1,230,879	)		(500,000	)		(76,628	)
Cash received from investors of the consolidated trusts		420,100			—			—
Cash paid to investors of the consolidated trusts		—			(388,700	)		(59,571	)
Proceeds from exercise of share options		—			87			13
Cash paid for repurchase of ordinary shares		(384,880	)		(557,836	)		(85,492	)
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost		1,672,415			11,081,037			1,698,243
Loans to a shareholder pledged by preferred shares		—			(1,310,140	)		(200,788	)
Net cash provided by financing activities		1,693,225			8,324,448			1,275,777
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash		19,884			(127,770	)		(19,581	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(2,602,055	)		6,080,525			931,881
Cash and cash equivalents and restricted cash, beginning of the year		6,681,698			4,079,643			625,233
Cash and cash equivalents and restricted cash, end of the year		4,079,643			10,160,168			1,557,114
The following table provides a reconciliation of cash and cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows.
Cash and cash equivalents		3,983,721			10,060,391			1,541,822
Restricted cash, current		95,922			86,277			13,223
Restricted cash, non-current		—			13,500			2,069
Total cash, cash equivalents, and restricted cash		4,079,643			10,160,168			1,557,114
Supplemental disclosure of cash flow information:
Cash paid for interest (excluding interest paid to investors of consolidated trusts)		39,924			9,052			1,387
Income taxes paid		5,250			16,379			2,510
Supplemental disclosure of non-cash investing and financing activities:
Acquisition of intangible assets through prepayments made in prior year		—			20,875			3,199
Repurchase of ordinary shares through offsetting loans or interests receivable		110,619			525			80
Consideration payable for repurchase of ordinary shares		47,712			315,083			48,289
Consideration payable for repurchase of share options		—			9,519			1,459
Consideration payable for purchasing equity investments		35,083			—			—

F-9

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

1. ORGANIZATION AND NATURE OF OPERATIONS

Description of Business

Full Truck Alliance Co. Ltd. (the “Company”) was incorporated under the laws of the Cayman Islands on December 27, 2017. The Company through its wholly-owned subsidiaries and variable interest entities (“VIEs” and VIE’s subsidiaries) (collectively, the “Group”) primarily provides comprehensive services for shippers and truckers through its mobile and website platforms. The Group’s principal operations and geographic markets are in the People’s Republic of China (“PRC”).

As of December 31, 2020, the Company’s major subsidiaries and consolidated VIEs are as follows:

Name of Company	Place of incorporation	Date of incorporation	Percentage of direct or indirect economic ownership	Principal activities
Subsidiaries
Full Truck Alliance (HK) Limited (“FTA HK”)	Hong Kong	January 7, 2016	100%	Investment holding
Lucky Logistics Information Limited (“Lucky Logistics”)	Hong Kong	April 8, 2014	100%	Investment holding
Manbang Information Consulting Co., Limited (“FTA Information” “WFOE”)	PRC	April 20, 2016	100%	Providing technology development and other services
Jiangsu Manyun Logistics Information Co., Limited (“Jiangsu Manyun” “WFOE”)	PRC	August 29, 2014	100%	Providing technology development and other services
VIEs
Guiyang Huochebang Technology Co., Limited (“Guiyang Huochebang”)	PRC	March 11, 2014	100%	Providing freight matching service and value added services Holding value-added telecommunications service license and maintaining the Group’s platforms
Shanghai Xiwei Information Consulting Co., Limited (“Shanghai Xiwei”)	PRC	August 1, 2013	100%	Providing technology development and other services
Beijing Yunmanman Technology Co., Limited (“Beijing Yunmanman”)	PRC	March 21, 2014	100%	Providing technology development and other services

F-10

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

1. ORGANIZATION AND NATURE OF OPERATIONS - continued

Description of Business - continued

Name of Company	Place of incorporation	Date of incorporation	Percentage of direct or indirect economic ownership	Principal activities
VIEs’ subsidiaries
Guizhou Banghuoche Financing Guarantee Co., Limited	PRC	February 9, 2018	100%	Providing guarantee services Holding of financing guarantee license
Guizhou Huochebang Microfinance Co., Limited	PRC	December 20, 2016	100%	Providing credit solution service Holding approval for operating microfinance business
Jiangsu Manyun Software Technology Co., Limited	PRC	October 20, 2016	100%	Providing freight matching service Holding value-added telecommunications service license, road transportation license and maintaining the Group’s platforms

2. PRINCIPAL ACCOUNTING POLICIES

The history of the Group

The Group’s history began with the commencement of operation of Full Truck Logistics Information Co. Ltd (“FTL Information”), a limited liability company incorporated under the laws of the Cayman Islands in 2014 to provide freight matching services by facilitating transactions between shippers and truckers.

In December 2017, FTL Information acquired Truck Alliance Inc. (“Truck Alliance”), which provided online information platform services for shippers and truckers and financing services for truckers.

In connection with the acquisition, the Company was incorporated in the Cayman Islands to be the holding company of the Group. The ordinary and preferred shares and stock options of FTL Information held by shareholders or employees of FTL Information were converted into the equity interest of the Company based on the conversion ratio of one to one. FTL Information and the Company are collectively referred to as the “Company”.

The Company then issued 2,566 million ordinary shares and 3,162 million preferred shares with an aggregated fair value of RMB 4,405 million to the equity holders of Truck Alliance to acquire 100% equity interest of Truck Alliance. The acquisition was accounted for as a business combination and the financial results of Truck Alliance have been included in the Company’s consolidated financial statements for the period subsequent to its acquisition.

F-11

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.1 Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the years presented.

2.2 Basis of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and VIE’s subsidiaries in which it has a controlling financial interest. The results of the subsidiaries, VIEs and VIE’s subsidiaries are consolidated from the date on which the Company obtained control and continue to be consolidated until the date that such control ceases. A controlling financial interest is typically determined when a company holds a majority of the voting equity interest in an entity.

The Group has adopted the guidance codified in Accounting Standards Codification (“ASC”) 810, Consolidation, on accounting for VIE, which requires certain variable interest entity to be consolidated by the primary beneficiary in which it has a controlling financial interest. A VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support; (b) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, the obligation to absorb expected losses or the right to receive expected residual returns, or (c) an equity investor has voting rights that are disproportionate to its economic interest and substantially all of the entity’s activities are on behalf of the investor.

All intercompany balances and transactions between the Group, its subsidiaries, VIEs and VIEs’ subsidiaries have been eliminated in consolidation.

VIE Arrangements

In order to comply with the PRC laws and regulations which prohibit or restrict foreign control of companies involved in provision of internet content and other restricted businesses, the Group operates its websites and other restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain shareholders or affiliates of shareholders of the Group (“Nominee Shareholders”). Since the Company does not have any equity interests in VIEs, in order to exercise effective control over its operations, the Company, through its wholly owned subsidiaries, Jiangsu Manyun and FTA Information, entered into a series of contractual arrangements with its VIEs and their shareholders, pursuant to which the Company is entitled to receive effectively all economic benefits generated from the VIEs and their shareholders’ equity interests in them. The following is a summary of the series of contractual arrangements entered among (i) Jiangsu Manyun, Shanghai Xiwei and its shareholders, (ii) Jiangsu Manyun, Beijing Yunmanman and its shareholders, and (iii) FTA Information, Guiyang Huochebang and its shareholders. These agreements have been updated subsequently due to the changes in nominee shareholders.

Equity Interest Pledge Agreement

Under the equity interest pledge agreements entered between the WFOE and the shareholders of the VIE, the shareholders pledged all of their equity interests in the VIE to guarantee their performance of their obligations under the exclusive option agreement, exclusive service agreement and power of attorney. If the shareholders of the VIE breach their contractual obligations under the VIE arrangement, the WFOE, as the pledgee, will have the

F-12

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.2 Basis of consolidation - continued

VIE Arrangements - continued

Equity Interest Pledge Agreement - continued

right to dispose the pledged equity interest pursuant to the PRC law. The shareholders of the VIE have not placed any security interests or allowed any encumbrance on the pledged equity interests. The equity interest pledge agreement remains effective until the shareholders of the VIE have fully performed their obligations and repaid their consulting and service fees under the relevant contractual agreements. During the equity pledge period, the WFOE is entitled to all dividends and other distributions generated by the VIE.

Exclusive Option Agreement

Pursuant to the exclusive option agreements entered into among the WFOE, the VIE and the VIE’s shareholders, the VIE’s shareholders irrevocably grant the WFOE or its designated representatives an exclusive option to purchase, to the extent permitted under the PRC law, all or part of the equity interest of the VIE. The exercise price shall be the lowest price as permitted by the applicable PRC law at the time of the transfer of the optioned interest. Without the WFOE’s written consent, the VIE and its shareholders may not sell, transfer, mortgage, or otherwise dispose of in any manner any assets, or legal or beneficial interest in the business or revenues, or allow the encumbrance thereon of any security interest. These agreements will remain effective until all equity interests of the VIE held by its shareholders and all of the VIE’s assets have been transferred or assigned to the WFOE or its designated entities or persons.

Exclusive Service Agreement

Under the exclusive service agreement entered between the WFOE and the VIE, the VIE appoints the WFOE as its exclusive services provider with business support and technical and consulting services. The VIE shall not accept any consultations or services provided by any third party, and shall not cooperate with any third party. The VIE agrees to pay the WFOE a service fee for services performed, which shall be substantially all of the VIE’s profit before tax. The exclusive service agreement remains effective unless terminated by the WFOE.

Power of Attorney

Pursuant to the power of attorney, each shareholder of the VIE has irrevocably authorized the WFOE to exercise the following rights relating to all equity interests held by such shareholder in the VIE 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 the VIE according to the applicable PRC laws and the VIE’s articles of association, including without limitation to: (i) exercising all the shareholder’s voting rights, including but not limited to designating and appointing the directors of the VIE; (ii) asset transfer, capital reduction and capital increase of the VIE; and (iii) other decisions that would have a material effect on the VIE’s assets and operations.

Spousal Consent Letters

Pursuant to the respective spousal consent letters, each of the spouses of the applicable individual shareholders of the VIE acknowledge and confirm the execution of the relevant exclusive service agreement, equity pledge agreement, power of attorney, and exclusive option agreement and irrevocably agrees that they have rights or

F-13

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.2 Basis of consolidation - continued

VIE Arrangements - continued

Spousal Consent Letters - continued

obligations under these agreements. In addition, each of them agrees not to assert any rights over the equity interest in the VIE held by their respective spouses or over the management of the VIE. In addition, in the event that any of them is required to enter into any agreements related to the equity interest in the VIE 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.

Risks in relation to the VIE structure

The Company believes that the contractual arrangements amongst the WFOEs, the VIEs and their respective shareholders are in compliance with the PRC law and are legally enforceable. The shareholders of the VIEs are also shareholders or affiliates of shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, the VIEs and their shareholders may fail to take certain actions required for the Company’s business or to follow the Company’s instructions despite their contractual obligations to do so. Furthermore, if the VIEs or their shareholders do not act in the best interests of the Company under the contractual arrangements and any dispute relating to these contractual arrangements remains unresolved, the Company will have to enforce its rights under these contractual arrangements through the operations of PRC law and courts and therefore will be subject to uncertainties in the PRC legal system. All of these contractual arrangements are governed by PRC law and provided for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. As a result, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements, which may make it difficult to exert effective control over the VIEs, and its ability to conduct the Company’s business may be adversely affected.

F-14

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.2 Basis of consolidation - continued

VIE Arrangements - continued

Risks in relation to the VIE structure - continued

The following amounts and balances of the consolidated VIEs were included in the Group’s consolidated financial statements after the elimination of intercompany balances and transactions:

	As of December 31,
	2019		2020
	RMB		RMB
ASSETS
Cash and cash equivalents		2,726,157		2,226,218
Restricted cash—current		95,922		84,076
Short-term investments		—		238,000
Accounts receivable, net of allowance for doubtful accounts		25,204		33,751
Amounts due from related parties		1,130		—
Loans receivable, net		1,478,742		1,312,283
Prepayments and other current assets		418,884		421,371
Restricted cash—non-current		—		13,500
Property and equipment, net		49,031		36,922
Investments in equity investees		396,706		297,628
Intangible assets, net		14,632		15,275
Deferred tax assets		17,009		18,966
Other non-current assets		114,875		147,000
TOTAL ASSETS		5,338,292		4,844,990
LIABILITIES
Short-term loans		500,000		—
Accounts payable		17,588		23,839
Amounts due to related parties		15,000		—
Payable to investors of the consolidated trusts		420,100		31,400
Prepaid freight listing fees and other service fees		198,898		319,156
Income tax payable		4,525		23,554
Other tax payable		439,690		446,610
Accrued expenses and other current liabilities		461,782		620,828
TOTAL LIABILITIES		2,057,583		1,465,387

	Years ended December 31,
	2019			2020
	RMB			RMB
Net Revenues		2,457,922			2,553,535
Net (loss) income		(716,003	)		223,957
Net cash (used in) provided by operating activities		(185,829	)		682,745
Net cash used in investing activities		(122,872	)		(72,390	)
Net cash provided by (used in) financing activities		405,690			(888,700	)

F-15

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.2 Basis of consolidation - continued

VIE Arrangements - continued

Risks in relation to the VIE structure - continued

The VIEs contributed 99% of the Group’s consolidated net revenues for the years ended December 31, 2019 and 2020. As of December 31, 2019 and 2020, the VIEs accounted for 31% and 19% of the consolidated total assets, and 86% and 70% of the consolidated total liabilities, respectively.

There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Group or its subsidiaries to provide financial support to the VIEs. However, if the VIEs were ever to need financial support, the Group or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIEs through loans to the shareholders of the VIEs or entrustment loans to the VIEs.

The Group believes that there are no assets held in the consolidated VIEs that can be used only to settle obligations of the VIEs, except for the assets of the consolidated trusts presented below. As the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Group for any of the liabilities of the consolidated VIEs.

Relevant PRC laws and regulations restrict the VIEs from transferring a portion of their net assets, equivalent to the balance of their paid-in capital, additional paid-in capital and PRC statutory reserve, to the Group in the form of loans and advances or cash dividends.

2.3 Consolidated Trusts

Loans funded by the institutional funding partners in the Group’s loan facilitation business are typically disbursed to the borrowers directly from such partners. However, due to the need of certain institutional funding partners, loans from such funding partners are funded and disbursed indirectly through trusts. Since 2018, several trusts were formed by the Group and third-party trust companies who administer the trusts. The trusts were invested by the Group and third-party trust companies.

The trusts, using the funds received from the trusts’ beneficiaries, fund the loans to the borrowers facilitated by the Group. The trusts provide the returns to their beneficiaries through interest payments made by the borrowers.

The borrowers are charged interests by the trusts. The Group is entitled to the residual profit in the trusts and provides guarantee to the trusts by agreeing to repurchase any loans that are delinquent for more than 60 days whereby the Group absorbs the credit risk of the trusts resulting from borrowers’ delinquencies. The Group determined that the residual profit or the guarantee represents a variable interest in the trusts through which the Group has the right to receive benefits or the obligation to absorb losses from the trusts that could potentially be significant to the trusts. As the trusts only invest in loans facilitated by the Group and the Group continues to service the loans post origination through a service agreement and has the ability to direct default mitigation activities, the Group has the power to direct the activities of the trusts that most significantly impact the economic performance of the trusts. As a result, the Group is considered the primary beneficiary of the trusts and consolidated the trusts’ assets, liabilities, results of operations and cash flows.

F-16

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.3 Consolidated Trusts - continued

As of December 31, 2019 and 2020, all the loans held by the trusts are personal loans made to the shippers and truckers on the Group’s platforms with an original term up to 12 months. The interest rates of these loans mainly ranged from 20% to 36% annually. The loans receivable balance associated with the trusts represents the outstanding loans made to the borrowers from the trusts and accrued interests related to those loans. As of December 31, 2019 and 2020, the cumulative delinquent loans repurchased by the Group from the consolidated trusts are in total of Renminbi (“RMB”) 12 million and RMB 51 million, respectively.

For the years ended December 31, 2019 and 2020, the provision for loan losses of RMB 25 million and RMB 29 million was charged to the consolidated statements of operations and comprehensive loss, respectively.

Interest on loans is accrued and recognized as revenue. The Group determines a loan’s past due status by the number of days that have elapsed since a borrower has failed to make a contractual loan payment. Accrual of interest is discontinued for loans that are past due for more than 90 days. In general, loans receivable is identified as uncollectible when it is determined to be not probable that the balance can be collected.

The following financial statement amounts and balances of the consolidated trusts were included in the consolidated information of VIEs presented above and in the accompanying consolidated financial statements after elimination of intercompany transactions and balances:

	As of December 31,
	2019		2020
	RMB		RMB
ASSETS
Restricted cash		62,723		48,702
Loans receivable, net		474,676		317,022
Prepaid expenses and other assets		6,538		1,009
Total Assets		543,937		366,733

	As of December 31,
	2019		2020
	RMB		RMB
LIABILITIES
Payable to investors of the consolidated trusts		420,100		31,400
Accrued expenses and other current liabilities		3,997		—
Other tax payable		1,206		436
Total Liabilities		425,303		31,836

	Years ended December 31,
	2019		2020
	RMB		RMB
Net revenues		68,259		130,380
Net income		31,335		63,146

F-17

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.3 Consolidated Trusts - continued

	Years ended December 31,
	2019			2020
	RMB			RMB
Net cash (used in) provided by operating activities		(371,548	)		374,679
Net cash provided by (used in) financing activities		420,100			(388,700	)

The consolidated trusts contributed 3% and 5% of the Group’s consolidated revenue for the years ended 2019 and 2020 respectively. As of December 31, 2019 and 2020, the consolidated trusts accounted for an aggregate of 3% and 1% of the consolidated total assets, and 18% and 2% of the consolidated total liabilities, respectively.

There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests that require the Company to provide financial support to the consolidated trusts.

The assets of the consolidated trusts can only be used to settle the obligations of the consolidated trusts.

2.4 Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Group’s management reviews these estimates based on information that is currently available. Changes in facts and circumstances may cause the Group to revise its estimates. Significant accounting estimates reflected in the Group’s financial statements include allowance for loans receivable, allowance for uncollectible accounts receivable, the useful lives of intangible assets, impairment of goodwill and intangible assets, valuation of ordinary shares and share options, and realization of deferred tax assets.

2.5 Functional currency and foreign currency translation

The Group uses Renminbi as its reporting currency. The functional currency of the Company is the United States dollar (“US$” or “USD”). The functional currency of the Company’s subsidiaries, VIEs and VIEs’ subsidiaries is RMB or USD as determined based on the economic facts and circumstances.

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. The resulting exchange differences are included in the net loss of the statements of operations and comprehensive loss.

Assets and liabilities of the Company and its subsidiaries with functional currency other than RMB are translated into RMB at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates during the fiscal year. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income.

F-18

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.6 Cash and cash equivalents

Cash and cash equivalents primarily consist of cash on hand and cash in bank which is highly liquid and unrestricted as to withdrawal and use.

2.7 Restricted cash

The Group’s restricted cash mainly consists of cash held by the consolidated trusts through segregated bank accounts which can only be used to invest in loans or other securities as stipulated in the trust agreements, deposits pledged for bank loans and deposit pledged to a commercial bank for ETC service for a term over one year which is recorded in non-current restricted cash.

2.8 Short-term investments

Short-term investments include (i) wealth management products issued by investing banks with guaranteed principal and variable interest rates indexed to the performance of underlying assets and with maturities within one year; (ii) exchange traded fund products; (iii) time deposits with original maturities longer than three months but less than one year. The Group classifies exchange traded products and wealth management products as trading securities given the securities are purchased for the purpose of selling them in the near term. Changes in fair values of the trading securities are included in unrealized gains (losses) from fair value changes of trading securities and derivative assets in the consolidated statements of operations and comprehensive loss. The unrealized gains (losses) will be recorded as investment incomes (losses) when the investments are disposed.

2.9 Accounts receivable, net

Accounts receivable mainly consists of amount due from the Group’s customers, which are recorded net of allowance for doubtful accounts. The Group performs ongoing credit evaluation of its customers, and assesses allowance for doubtful accounts based on the age of the receivables and factors surrounding the credit risk of specific customers.

2.10 Loans receivable, net

Loans receivable represents loans provided directly by the Group or through the consolidated trusts and the related accrued interests. Loans receivable is reduced by a valuation allowance estimated as of the balance sheet date.

The allowance for loan losses is determined at a level believed to be reasonable to absorb probable losses inherent in each of the portfolios as of the balance sheet date. The portfolios are determined based on the loan type, the term of the loan, and the repayment schedule. The allowance is estimated for each portfolio based on an assessment of various factors such as historical delinquency rate, size, and other risk characteristics of the portfolio.

The Group writes off loans receivable with a corresponding reduction of the allowance for loans receivable when the loan principal and interest are deemed to be uncollectible.

F-19

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.11 Property and equipment, net

Property and equipment is stated at cost less accumulated depreciation and impairment. Property and equipment is depreciated at rates sufficient to write off its costs less impairment and residual value, if any, over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows:

Category	Estimated useful lives
Furniture, fixtures and equipment	3-5 years
Motor vehicles	4 years
Leasehold improvement	Over the shorter of the expected useful life or the lease term

Repairs and maintenance costs are charged to operating expenses as incurred, whereas the costs of renewals and betterment that extend the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the other operating income or expenses of the consolidated statements of operations and comprehensive loss.

2.12 Business combinations

U.S. GAAP requires that all business combinations to be accounted for under the purchase method. Since its incorporation, the Group adopted ASC 805, Business Combinations. Following the purchase method, the cost of an acquisition is measured as the aggregate of the fair value at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations and comprehensive loss.

The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgments. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of assets and forecasted life cycle and forecasted cash flows over that period. Although the Group believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts and the difference could be material.

2.13 Intangible assets, net

Intangible assets purchased are recognized and measured at cost upon acquisition.

F-20

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.13 Intangible assets, net - continued

Following the initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The identifiable intangible assets acquired are amortized on a straight-line basis over the respective useful lives as follows:

The identifiable intangible assets	Amortization Years
Software		5
Trademarks		10 to 15
Platform		5
Land use right		50

2.14 Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Group’s acquisition of Truck Alliance in 2017 and there has been no change to the carrying amount of the goodwill since then. Goodwill is not amortized but is reviewed at least annually for impairment or earlier, if any indication of impairment exists.

Under U.S. GAAP, the Group has the option to choose whether it will apply the qualitative assessment first and then the quantitative assessment, if necessary, or to apply the quantitative assessment directly. If the Group chooses to apply a qualitative assessment first, it starts the goodwill impairment test by assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Group determines that it is more likely than not the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is mandatory. Otherwise, no further testing is required. On January 1, 2019, the Group early adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment, which allows the Group to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. A goodwill impairment will be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.

Application of a goodwill impairment test requires significant management judgments, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. The judgment in estimating the fair value of reporting units includes estimating future cash flows, determining appropriate discount rates and making other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit.

2.15 Investments in equity investees

The Group’s investments in equity investees consist of investments in equity securities without readily determinable fair values and equity method investments in privately-held companies.

The Group has elected to measure the investments in equity securities without readily determinable fair values at cost minus impairment, if any, adjusted up or down for observable price changes (i.e., prices in orderly transactions for the identical or similar investment of the same issuer). Any adjustment to the carrying amount is recorded in net income. At each reporting period end, the Group will make a qualitative assessment considering impairment indicators to evaluate whether any of these investments is impaired. If the assessment indicates that

F-21

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.15 Investments in equity investees - continued

the fair value of an investment is less than the carrying value, the investment in equity securities will be written down to its fair value, with the difference between the fair value of the investment and its carrying amount as an impairment loss.

The Group accounts for common stock or common-stock-equivalent equity investments in entities over which it has significant influence but does not own a majority voting interest or otherwise control using the equity method. The Group generally considers an ownership interest of 20% or higher represents significant influence. Under the equity method, the Group’s shares of the post-acquisition profits or losses of the investees are recognized in the consolidated statements of operations and comprehensive loss and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. When the Group’s shares of losses in an investee equals or exceeds its carrying amount of the investment in the investee, the Group does not recognize further losses, unless the Group has guaranteed the obligations of the investee or is otherwise committed to provide further financial support for the investee. An impairment loss is recorded when there has been a loss in value of the investment that is other than temporary.

The Group recorded impairment loss amounting to nil and RMB22,030 for investments in equity investees for the years ended December 31, 2019 and 2020, respectively (See note 10).

2.16 Other non-current assets

Other non-current assets mainly consist of long-term prepayments for land use right, an office building and equity investment in a private company.

2.17 Fair value measurement

Fair value reflects the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it transacts and considers assumptions that market participants use when pricing the asset or liability.

The Group applies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is as follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value guidance describes three main approaches to measure the fair value of assets and liabilities: market approach, income approach and cost approach.

F-22

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.17 Fair value measurement - continued

The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.

2.18 Revenue recognition

The Group derives its revenues principally from shippers’ and truckers’ use of the Group’s platforms in connection with freight matching services and value-added services.

The Group adopted ASC 606, Revenue from Contracts with Customers, for all periods. According to ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services is transferred to the Group’s customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods or services, after considering reductions by estimates for refund allowances and discount.

VAT are included in revenue on a gross basis as the Group determines that it is the principal of VAT in the PRC, based on the fact that the Group is primarily responsible for fulfilling the promise to pay VAT, which equals the sales amount multiplied by the applicable VAT rate, as a seller of services under PRC Value Added Tax Provisional Regulations and the Pilot Implementation Measures for the Reform of Business Tax to Value-added Tax. The Group is subject to penalty or any other actions taken by tax authorities if it does not pay VAT assessed on its sales activities timely.

For the years ended December 31, 2019 and 2020, RMB1,359 million and RMB1,434 million of VAT are included in net revenues, respectively, the majority of which was generated from freight brokerage services.

Freight listing services

The Group charges the shippers membership fees for posting orders on the Group’s platform. Membership fee is prepaid by shippers registered on the Group’s platform for activating their rights of making orders on the platform. Revenue from membership fee is recognized on a straight-line basis over the term of the membership period or based on the number of orders posted depending on the specific terms in membership agreements.

Freight brokerage services

The Group provides freight brokerage services to shippers registered on its platform, assisting the shippers to identify appropriate truckers and enabling truckers to receive and fulfill on-demand requests from shippers. As a freight broker, the Group enters into a shipping contract with the shipper and a contract with a trucker matched by the platform or designated by the shipper, as the case may be, to fulfill the shipping order.

F-23

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.18 Revenue recognition - continued

Freight brokerage services - continued

The Group concludes that it acts as an agent in the provision of shipping services as it is not responsible for fulfilling the promise to provide the shipping services, nor does the Group have the ability to control the related services. Specifically, the Group does not have the ability to control the shipping services provided by truckers due to: (i) the Group does not pre-purchase or otherwise obtain control of the truckers’ services prior to their transfer to the shippers; (ii) the Group does not guarantee a shipping order could be taken by a trucker; (iii) the Group cannot direct the truckers to accept, decline or disregard a shipping order. The service fee earned by the Group is the difference between the amount paid by the shipper and the amount earned by the trucker, which are both fixed at the time a transaction is entered into. The revenue is recognized on a net basis at the point of fulfillment of the shipping order as this is when control of the services provided by the Group is transferred to the shipper, considering the shipper has the right to cancel the shipping order at any point as long as the cancellation is agreed by the trucker with no payment to the Group, and the Group would need to reperform substantially all the activities completed prior to the cancellation if it is to fulfill the remaining performance obligation to the shipper, and the fulfillment of a shipping order generally takes no greater than three days.

Transaction commission

From August 2020, the Group started charging commissions from truckers when they take orders originating from certain cities. The commission fee charged for an order is computed based on the shipping fee of such shipping order. The commission is recognized as revenue when the trucker takes the order as this is the point in time the Group completes its matching service.

Credit solutions

The Group provides loans using its own fund or through the consolidated trusts to the shippers and truckers registered on the Group’s platform to cater to their essential needs and increase their stickiness and engagement on the Group’s platform. The Group recognizes the fees and interests charged to the borrowers as “credit solutions revenue” over the lifetime of the loans using the effective interest method.

The Group also facilitates loans to the shippers and truckers registered on its platform for certain institutional funding partners. For loans facilitated by the Group, the Group may provide guarantee services to its institutional funding partners whereby in the event of default, the institutional funding partners are entitled to receive unpaid interest and principal from the Group. The loans receivable balance subject to the guarantee services of the Group as of December 31, 2019 and 2020 was RMB 127 million and RMB 45 million. Given that the Group effectively takes on all of the credit risk of the borrowers and are compensated by the service fees charged, the guarantee is deemed as a service and the guarantee exposure is recognized as a stand-ready obligation in accordance with ASC 460, Guarantees.

The Group determines that both the institutional funding partners and the borrowers are its customers pursuant to the contractual terms among the Group, the borrowers and the institutional funding partners. For each loan facilitated on the platform, the Group considers the loan facilitation service, post origination service and guarantee service it provides as separate performance obligations because they are distinct in that customers can benefit from each service on its own and the Group’s promises to deliver the services are separately identifiable from one another in the contracts.

F-24

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.18 Revenue recognition - continued

Credit solutions - continued

The Group determines the total transaction price to be the service fees chargeable from the borrowers and the institutional funding partners.

The Group first allocates the transaction price to the fair value of guarantee liabilities, if any, in accordance with ASC 460, and then allocates the remaining considerations to the loan facilitation services and post origination services based on their relative standalone selling prices. As the Group does not have observable standalone selling price information for the loan facilitation services or post origination services, or direct observable standalone selling prices for similar services in the market, the Group uses expected cost plus margin approach to estimate the standalone selling prices of loan facilitation services and post-origination services for transaction price allocation. In estimating its standalone selling prices for the loan facilitation services and post origination services, the Group considers various factors including the cost incurred to deliver such services, profit margin for similar arrangements, customer demand, effect of competitors on the Group’s services, and other market factors.

For each type of service, the Group recognizes revenue when the service is rendered. Revenues from loan facilitation services are recognized at the time a loan is originated between the institutional funding partner and the borrower and the principal loan balance is transferred to the borrower, at which time the facilitation service is considered completed. Revenues from post origination services are recognized on a straight-line basis over the term of the underlying loans as the post-origination services including payment reminder calls and collection services are a series of distinct services that are provided to the institutional funding partners over the term of the underlying loans. Revenues from guarantee services are recognized at the expiry of the guarantee term. For the years ended December 31, 2019 and 2020, revenue from guarantee services was immaterial.

Other value-added services

Other services provided by the Group mainly comprise agency services provided to insurance companies, highway authorities, gas station operators and automakers and dealers in their businesses to meet various needs of shippers and truckers. Revenue is recognized when service is rendered.

Multiple performance obligations

When certain service contracts are combined as one arrangement for revenue recognition purposes and the entire arrangement contains more than one performance obligation, the Group allocates the total transaction price to each performance obligation in an amount based on the relative standalone selling prices of the promised services underlying each performance obligation. In these instances, as the Group frequently sells each type of service with observable standalone selling prices, the observable standalone sales are used to determine the standalone selling price of each performance obligation.

F-25

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.18 Revenue recognition - continued

Disaggregation of revenues

For the years ended December 31, 2019 and 2020, all of the Group’s revenues were generated in the PRC. The disaggregated revenues by revenue streams and timing of transfer of services were as follows:

	For the years ended December 31,
	2019		2020
	RMB		RMB
Freight matching services(1)		1,769,756		1,947,016
Freight brokerage-satisfied at a point of time		1,292,496		1,365,207
Freight listings-satisfied over time		477,260		538,665
Transaction commission-satisfied at a point of time		—		43,144
Value-added services(1)		703,305		633,804
Credit solutions-satisfied over time		484,904		472,841
Other value-added services-satisfied at a point of time		218,401		160,963
Total net revenues		2,473,061		2,580,820

⁽¹⁾  RMB1,320 million and RMB39 million of net revenues were attributable to VAT for freight matching services and value-added services for the year ended December 31, 2019 and RMB1,398 million and RMB36 million of net revenues were attributable to VAT for freight matching services and value-added services for the year ended December 31, 2020, respectively. The VAT for freight matching services is primarily related to VAT incurred for freight brokerage services, which is assessed based on the total transaction price with the shipper, including the freight charge paid to the trucker (for which the Group is an agent) and the platform service fee earned by the Group.

Contract balances

Timing of revenue recognition may differ from the timing of invoicing to customers. For certain services, customers are required to pay before the services are delivered.

Accounts receivable represents amounts invoiced and revenues recognized prior to invoicing when the Group has satisfied its performance obligation and has the unconditional right to payment.

F-26

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.18 Revenue recognition - continued

Contract balances - continued

Contract liabilities are recognized if the Group receives consideration in advance of performance, which is mainly related to the freight listing services. The Group expects to recognize a significant majority of this balance as revenue over the next 12 months. The contract liabilities of the Group as of December 31, 2019 and 2020 are listed in the table below.

	As of December 31,
	2019		2020
	RMB		RMB
Contract balances
Freight listings		195,340		315,761
Others		66,406		4,163
Total		261,746		319,924

As of December 31, 2019 and 2020, the amount of guarantee liabilities related to loan guarantee services was immaterial.

Practical expedients and exemptions

The Group elects not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

2.19 Cost of revenues

Cost of revenues primarily consists of VAT, related tax surcharges and other tax costs, net of the VAT refund from government authorities, payroll and related expenses for employees involved in operating the Group’s platforms, technology service fee, and commission fee paid to third party payment platform as well as funding costs related to credit solution services.

VAT cost is primarily related to freight brokerage services, and is assessed based on the total transaction price with the shipper, including the freight charge paid to the trucker (for which the Group is an agent) and the platform service fee earned by the Group. The Group operates its freight brokerage business with the road transportation license obtained from the government, which requires the Group to pay VAT at a rate of approximately 9% pursuant to the relevant VAT regulations for transportation service segment. The Group receives partial VAT refunds from local financial bureaus as an incentive for developing the local economy and business, which is recorded as a reduction of the VAT cost.

F-27

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.19 Cost of revenues - continued

Gross amount of VAT and the refund amount requested from local financial bureaus included in cost of revenues are as the following:

	Years ended December 31,
	2019			2020
	RMB			RMB
Gross VAT		1,813,946			1,832,598
Less: VAT refund		(860,746	)		(938,689	)
VAT, net		953,200			893,909

2.20 Sales and marketing expenses

Selling and marketing expenses consist of advertising expenses, payroll and related expenses for employees involved in selling and marketing functions and amortization of trademarks. The advertising and marketing expenses amounted to RMB 77,267 and RMB 57,296 for the years ended December 31, 2019 and 2020, respectively.

2.21 Research and development expenses

Research and development expenses primarily consist of technology infrastructure expenses related to research and development activities, payroll and related expenses for employees involved in platform development and internal-use system support, charges for the usage of the server and computer equipment in relation to the research and development activities.

2.22 General and Administrative expenses

General and administrative expenses primarily consist of compensation costs for executive management and administrative employees, daily operating expenses and allowance for doubtful accounts.

2.23 Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing group are accounted for as operating leases. Payments made under operating leases net of any incentives from the leasing group are charged to the consolidated statements of operations and comprehensive loss on a straight-line basis over the leasing periods.

2.24 Share-based compensation

The Group accounts for share options granted to employees and directors as a lability award or an equity award in accordance with ASC 718, Stock Compensation.

Options granted generally vest upon satisfaction of service conditions over the following several years. They are measured at the grant date and recognized as compensation cost over the vesting periods, with the corresponding credit recorded as additional paid-in capital (“APIC”). Certain options are subject to an exercisability clause

F-28

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.24 Share-based compensation - continued

where employees can only exercise vested options upon the occurrence of the public trading of the Company’s ordinary shares, which substantially creates a performance condition. The Group has not recorded any compensation expense for such options as the satisfaction of the performance condition is considered improbable.

According to ASC 718, a change in any of the terms or conditions of equity-based awards shall be accounted for as a modification of the award. Therefore, the Group calculates incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified. For vested options, the Group would recognize incremental compensation cost on the date of modification and for unvested options, the Group would recognize, prospectively and over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award.

Options or similar instruments on shares are classified as liabilities instead of equity if either of the following conditions is met: the underlying shares are classified as liabilities; or the options or similar instruments must be settled in cash or the grantee can require the entity to settle in cash.

The Group measures a liability award under a share-based payment arrangement based on the award’s fair value remeasured at each reporting date until the date of settlement. Compensation costs for each period until settlement are based on the change in the fair value of the instrument at each reporting date.

2.25 Loss per share

Basic loss per share is computed by dividing net loss available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

The convertible redeemable preferred shares are participating securities as the preferred shares participate in undistributed earnings on an as-if-converted basis. Accordingly, the Company uses the two-class method of computing earnings per share, whereby undistributed net income is allocated on a pro rata basis to each participating share to the extent that each class may share net income for the period. Undistributed net loss is not allocated to preferred shares because they are not contractually obligated to participate in the loss of the Group.

Diluted loss per ordinary share reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares. The Group had convertible redeemable preferred shares, share options and restricted shares, which could potentially dilute basic earnings per share in the future. To calculate the number of shares for diluted income per share, the effect of the convertible redeemable preferred shares is computed using the as-if-converted method; the effect of the stock options and restricted shares is computed using the treasury stock method.

2.26 Government grants

Government grants include cash subsidies received by the Group’s entities in the PRC from local governments as incentives for operating business in certain local districts. Such subsidies allow the Group full discretion in utilizing the funds and are used by the Group for general corporate purpose. Cash subsidies are included in other operating income and recognized when received.

F-29

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.27 Taxation

The Group is subject to value-added taxes at the rate of 6%, 9%, 10%, 13% or 16% in PRC. The value-added tax payable is the balance of the taxes the Group is liable for, which is primarily incurred for freight brokerage services and assessed based on the total shipping transaction price, including the freight charge paid to the trucker (for which the Group is an agent) and the platform service fee earned by the Group. The VAT taxes are also from the Group’s sales of other goods or services and primarily levied on the sales price the Group charges for such goods or services at applicable rates. Deductible input taxes that reduce the tax payable are from the Group’s purchases of goods or services and based on the cost and expenses the Group incurs at their applicable rates. The VAT balances are recorded in prepayments and other assets or other tax payable on the consolidated balance sheets.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statement, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the consolidated statement of operations and comprehensive loss in the period of the enactment of the change.

2.28 Segment reporting

The Group uses management approach to determine operating segment. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker (“CODM”) for making decisions, allocation of resource and assessing performance.

The Group’s CODM has been identified as the Chief Executive Officer who reviews the consolidated results of operations when making decisions about allocating resources and assessing performance of the Group. The Group operates and manages its business as a single operating segment.

The Group’s long-lived assets are all located in the PRC and all of the Group’s revenues are derived from the PRC. Therefore, no geographic information is presented.

2.29 Comprehensive loss

Comprehensive loss is defined as the change in equity of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive loss is reported in the consolidated statement of operations and comprehensive loss. Accumulated other comprehensive loss, as presented on the accompanying consolidated balance sheet consists of accumulated foreign currency translation adjustments.

2.30 Recent accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on balance sheet and disclose key information about lease arrangements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet

F-30

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

2. PRINCIPAL ACCOUNTING POLICIES - continued

2.30 Recent accounting pronouncements - continued

for all leases with terms of longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. In 2020, the FASB issued ASU 2020-05 to amend the effective date for ASU 2016-02 to be fiscal year beginning after December 1, 2021 for non-issuers. The Group is in the process of evaluating the impact on its consolidated financial statements upon adoption of this ASU and expects changes to its consolidated balance sheets for the recognition of the existing and additional leases entered into in the future.

In June 2016, the FASB issued ASU 2016-13, Financial Instrument—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU provides more useful information about expected credit losses to financial statement users and changes how entities will measure credit losses on financial instruments and timing of when such losses should be recognized. In November 19, 2019, the FASB issued ASU 2019-10 to amend the effective date for ASU 2016-13 to be fiscal years beginning after December 15, 2022 and interim periods therein for non-issuers. The Group is in the process of evaluating the impact on its consolidated financial statement upon adoption.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810), which amends two aspects of the related-party guidance in ASC 810. Specifically, the ASU (1) adds an elective private-company scope exception to the variable interest entity guidance for entities under common control, and (2) amends the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. For private companies, the ASU is effective for fiscal years beginning after December 15, 2020. The Group does not expect the adoption of this ASU has a significant impact on its consolidated financial statements.

2.31 Convenience translation

The Group’s business is primarily conducted in China and almost all of its revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into US dollars using the then current exchange rates, for the convenience of the readers. Translations of balances in the consolidated balance sheet, consolidated statements of operations and comprehensive loss and consolidated statements of cash flows from RMB into US dollars as of and for the year ended December 31, 2020 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB6.5250 representing the noon buying rate set forth in the H.10 statistical release of the U.S as of December 31, 2020.

F-31

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

3. DISCONTINUED OPERATIONS

In 2019, management decided to permanently terminate the oil commodity division, which carried out normal purchases and normal sales of oil, due to a strategic shift. As of June 30, 2020 all the contracts had been executed and the division had ceased operation. The assets held by the division were immaterial and have been used for other businesses of the Group.

	For the years ended December 31,
	2019			2020
	RMB			RMB
Gross revenues		2,377,610			55,476
Cost of revenues and other operating expenses		(2,359,600	)		(55,024	)
Net income from discontinued operations, net of tax of nil		18,010			452

4. FAIR VALUE MEASUREMENTS

The Group’s financial instruments include cash and cash equivalent, restricted cash, receivables, short-term investments, prepayments and other current assets, payables, short-term loans, amounts due from and due to related parties, liability award in accrued expenses and other current liabilities. The carrying amounts of these short-term financial instruments approximate their fair value due to their short-term nature and the interest rates of short-term time deposits and loans are comparable to prevailing interest rates in the market.

As of December 31, 2019 and 2020, the time deposits included in the short-term investments are with original maturities of longer than three months but less than one year. The carrying amount of the time deposits was approximately the fair value as their interest rates are comparable to the prevailing interest rates in the market.

As of December 31, 2020, information about inputs into the fair value measurement of the Group’s assets and liabilities that are measured at a fair value on a recurring basis in periods subsequent to their initial recognition is as follows:

As of December 31, 2020	Fair Value Measurement at Reporting Date Using
Description	Fair Value as of December 31		Quoted Prices in Active Markets for Identical Assets(Level 1)		Significant Other Observable Inputs(Level2)		Significant Unobservable Inputs (Level3)
	RMB		RMB		RMB		RMB
Exchange traded fund products		331,092		331,092		—		—
Wealth management products		18,000		—		18,000		—
Foreign currency forward contracts		11,798		—		11,798		—

The fair value of wealth management products are the suggested redemption price provided by the investment bank that sells such financial products. The fair value of foreign currency forward contracts, which are accounted for as derivatives and included in other current assets, is estimated based on risk-free interest rate (per annum) and market forward exchange rate. They are observable and market-based inputs but not quoted prices in active markets for identical assets. The total gain recognized for change in fair values is RMB 18,140 for the year ended December 31, 2020.

F-32

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

4. FAIR VALUE MEASUREMENTS - continued

During the second quarter of 2019, the Group recorded an impairment loss of RMB 710 million in relation to loans provided to a private company based on an analysis of the financial condition of the entity. The Group estimated the fair value of the loans based on estimated future cash flows and recorded the impairment accordingly. (See note 8)

The Group determines the fair values of stock options classified as liabilities with the assistance of a third party valuation firm. Key assumptions used in determining the fair values of stock options include expected volatility, risk-free interest rate (per annum), exercise multiples, and fair values of underlying ordinary shares. (See note 19)

The Group measures equity method investments at fair value on a nonrecurring basis when they are deemed to be impaired. The fair values of these investments are determined based on valuation techniques using the best information available, and may include future performance projections, discount rate and other assumptions that are significant to the measure of fair value. An impairment charge to these investments is recorded when the carry amount of the investment exceeds its fair value and this condition is determined to be other-than-temporary. The Group’s equity investments without readily determinable fair values, which do not qualify for NAV practical expedient and over which the Group does not have the ability to exercise significant influence through the investments in common stock or in substance common stock, are accounted for under the measurement alternative under ASU 2016-01, Recognition and Measurement of Financial Assets and Liabilities, (the “Measurement Alternative”). Under the Measurement Alternative, the carrying value is measured at cost, less any impairment, plus and minus changes resulting from observable price changes in orderly transactions for identical or similar investments.

Certain non-financial assets are measured at fair value on a nonrecurring basis, including property and equipment, goodwill and intangible assets and they are recorded at fair value only when impairment is recognized by applying unobservable inputs such as forecasted financial performance, discount rate, and other assumptions to the discounted cash flow valuation methodology. During the years ended December 31, 2019 and 2020, the Group did not recognize any impairment of property and equipment, goodwill and intangible assets.

5. SHORT-TERM INVESTMENTS

Short-term investments as of December 31, 2019 and 2020 are as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Time deposits		6,311,697		8,382,103
Trading securities		—		349,092
Total Short-term investments		6,311,697		8,731,195

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

6. ACCOUNTS RECEIVABLE, NET

Accounts receivable and the related bad debt provision as of December 31, 2019 and 2020 are as follows:

	As of December 31,
	2019			2020
	RMB			RMB
Trade Receivable		87,830			97,902
Less: bad debt provision		(62,087	)		(63,173	)
Total Accounts receivable, net		25,743			34,729

Movement of bad debt provision for accounts receivable is as follows:

	For the years ended December 31,
	2019			2020
	RMB			RMB
Balance at beginning of year		(10,397	)		(62,087	)
Provisions for doubtful accounts		(53,312	)		(7,504	)
Write-off		1,622			6,418
Balance at end of year		(62,087	)		(63,173	)

In the years ended December 31, 2019 and 2020, the Group recorded RMB 53 million and RMB 8 million of allowance for doubtful accounts, respectively, including a one-off bad debt provision of RMB 40 million for a value added service customer made in 2019, due to the payment dispute caused by the customer’s change of management. The Group performs ongoing credit evaluation of its customers, and assesses allowance for doubtful accounts based on the aging of receivables and factors surrounding the credit risk of specific customers.

7. LOANS RECEIVABLE, NET

The Group provides loans using its own fund or through the consolidated trusts to the shippers and truckers through its mobile and website platforms. The annual interest rate ranges from 20%~36% and the credit period is less than one year. Interest on loans receivable is accrued and credited to revenue as earned. In general, loans receivable is identified as uncollectible when it is determined to be not probable that the balance can be collected.

The following table presents loan principal and accrued interests as of December 31, 2019 and 2020:

	As of December 31,
	2019			2020
	RMB			RMB
Loans receivable		1,580,736			1,354,358
Less: allowance for loan losses		(92,641	)		(40,401	)
Loans receivable, net		1,488,095			1,313,957

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

7. LOANS RECEIVABLE, NET - continued

The following table presents the aging of loans as of December 31, 2019 and 2020:

	0-30 days past due		31-60 days past due		Over 60 days past due		Total amount past due		Current		Total loans
December 31, 2019 (RMB)		20,627		13,870		72,677		107,174		1,473,562		1,580,736
December 31, 2020 (RMB)		16,137		6,755		24,182		47,074		1,307,284		1,354,358

Movement of allowance for loan losses is as follows:

	For the years ended December 31,
	2019			2020
	RMB			RMB
Balance at beginning of year		(19,998	)		(92,641	)
Provision for loan losses		(127,790	)		(94,160	)
Write-off		55,147			146,400
Balance at end of year		(92,641	)		(40,401	)

Loans receivable is recorded as receivable, reduced by an allowance for estimated losses as of the balance sheet date. The Group does not record any interest revenue on an accrual basis for the loans that are past due for more than 90 days. As of December 31, 2019 and 2020, the nonaccrual loan principal (those over 90 calendar days past due excluding loans that were over 180 days past due and therefore charged off) was RMB 30.3 million and RMB 14.8 million, respectively and the net nonaccrual loan principle after deducting the provision was RMB 0.9 million and RMB 0.4 million, respectively. Loans are returned to accrual status if they are brought to non-delinquent status or have performed in accordance with the contractual terms for a reasonable period of time and, in our judgment, will continue to make periodic principal and interest payments as scheduled. The Company determines a loan’s past due status by the number of days that have elapsed since a borrower has failed to make a contractual loan payment.

In the years ended December 31, 2019 and 2020, the Group recorded RMB 128 million and RMB 94 million of provision net with recoveries to loans receivables, respectively. The allowance for loan losses is determined at a level the Group believes to be reasonable to absorb probable losses inherent in the portfolio as of each balance sheet date, primarily based on the Group’s historical delinquency rate, days past due and other risk characteristics on a portfolio basis.

The Group writes off the loans receivables that are past due for more than 180 days as they are not considered collectible based on the Group’s historical experiences.

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

8. PREPAYMENTS AND OTHER CURRENT ASSETS

	As of December 31,
	2019		2020
	RMB		RMB
VAT receivable(1)		169,377		241,814
Funds receivable from third party payment channels		63,597		115,241
Interest receivable		57,364		29,820
Advances to suppliers		79,048		12,500
Deposits mainly for value added service		18,393		8,585
Loans to a third party company(2)		120,000		—
Others		37,909		48,842
Total		545,688		456,802

⁽¹⁾  VAT receivable represents the VAT refund from local governments to incentivize the freight brokerage service.

⁽²⁾  In 2018 and the first half of 2019, the Group made loans amounting to RMB 830 million to a private company in assisting the company with its cash needs for daily operation, business restructuring and development of new business model. During the second quarter of 2019, the Group recorded an impairment loss of RMB 710 million based on estimated future cash flows considering the unsuccessful new business model and the financial condition of the private company. The entity ceased its operation subsequently. The remaining RMB120 million was collected in 2020.

9. PROPERTY AND EQUIPMENT, NET

	As of December 31,
	2019			2020
	RMB			RMB
Furniture, fixtures and equipment		53,918			51,101
Motor vehicles		9,149			7,603
Leasehold improvement		40,739			42,523
Construction in progress		3,464			3,464
Total cost		107,270			104,691
Less: Accumulated depreciation		(55,912	)		(65,707	)
Property and equipment, net		51,358			38,984

Depreciation expenses related to property and equipment were RMB 26,234 and RMB 16,622 for the years ended December 31, 2019 and 2020, respectively.

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

10. INVESTMENTS IN EQUITY INVESTEES

The following table summarizes the Group’s balances of investment in equity investees:

	As of December 31,
	2019		2020
	RMB		RMB
Equity Investments without Readily Determinable Fair Value
Plus Corp (“Plus”)(1)		460,959		460,959
Jiayibingding (Beijing) E-commerce Limited (“JYBD”)(2)		280,000		280,000
Guangzhou Huitouche Information Technology Co., Ltd (“Huitouche”)(3)		99,000		—
Others		69,906		69,906
Equity Method Investments(4)		75,394		64,340
Total Investment		985,259		875,205

⁽¹⁾  Plus: Plus is a technology company devoted to autonomous vehicle development. In June 2018, the Group acquired 322,768,350 preferred shares of Plus and a warrant to purchase 69,787,575 preferred shares at US$ 0.2866 per share for a three-year period, with an aggregate cash consideration of RMB 461 million. The preferred shares acquired represent 30% equity interest of Plus. In November 2020, Plus increased the registered capital and brought in two new investors, whose investments diluted the Company’s shareholding to 26%. According to the Article of the Associate of Plus, certain preferred shares held by the Group are entitled to 4 votes per share. The Group, therefore, has voting rights of 64.38% and 60.37% as of December 31, 2019 and 2020, respectively. However, the Group has no control over Plus as it has no control over the board of directors that makes all significant decisions in relation to the operating and financing activities of Plus. As the preferred shares are not in substance common stock due to the liquidation preference and other preferential rights and have no readily determinable fair value, the Group has accounted for its investment in Plus as an equity investment without readily determinable fair value.

⁽²⁾ JYBD: JYBD is an E-commerce platform for selling products related to vehicle maintenance and modification. In June 2018, the Group acquired preferred shares of JYBD with a cash consideration of RMB 250 million. In September 2019, the Group further invested RMB30 million in JYBD’s preferred shares. As of December 31, 2019 and 2020, the preferred shares held by the Group represent 23.7% equity interest of JYBD. As the preferred shares are not in substance common stock due to the liquidation preference and other preferential rights and have no readily determinable fair value, the Group has accounted for it as an equity investment without readily determinable fair value.

⁽³⁾ Huitouche: Huitouche mainly provides the intra-city logistic services. In June 2019, the Group acquired preferred shares of Huitouche with an aggregate cash consideration of RMB 99 million. The preferred shares acquired represented 35% equity interest of Huitouche. As the preferred shares were not in substance common stock due to the liquidation preference and other preferential rights and had no readily determinable fair value, the Group accounted for it as an equity investment without readily determinable fair value.

In the second quarter of 2020, an impairment loss of RMB 22 million was recorded due to the lower projected cash flows caused by the fierce competition in the intra-city logistic industry, based on a valuation performed with the assistance of a third party valuation firm.

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

10. INVESTMENTS IN EQUITY INVESTEES - continued

In August 2020, the Group acquired the remaining equity interest of Huitouche with a cash consideration of RMB 32,500. Huitouche has become a 100% owned subsidiary of the Group since then. The acquisition was accounted for as a business combination.

The transaction cost for the acquisition was immaterial. The financial results of Huitouche have been included in the Group’s consolidated financial statements for the period subsequent to its acquisition. Proforma information is not presented for the acquisition as the impact to the consolidated financial statements is not material.

The Group determined the total purchase price and the allocation of the purchase price as of the date of acquisition as follows, with the assistance of an independent valuation firm:

	Amount
	RMB
Net assets acquired (including cash and cash equivalents of RMB 14,772)		6,589
Intangible assets:
Trademark with an estimated useful life of 10 years		22,000
Platform with an estimated useful life of 5 years		2,000
Goodwill		84,881
Deferred tax liabilities		(6,000	)
Total		109,470

	Amount
	RMB
Total purchase price is comprised of:
Additional cash consideration paid in 2020		32,500
Fair value of equity interest in preferred shares previously acquired		76,970
		109,470

Goodwill was recognized as a result of expected synergies from combining operations of the Group and acquired business and other intangible assets that don’t qualify for separate recognition. Goodwill is not amortized and is not deductible for tax purposes.

⁽⁴⁾ Equity method investments primarily includes an investment in a holding company incorporated in Cayman Island, which is to invest in a logistic company in Brazil. The Group acquired 60.7% equity interest of the holding company with a cash consideration of RMB 57 million. The Group has significant influence but no control over the holding company as all the significant operating and financing decisions require approval of both shareholders of the holding company.

See note 18 for considerations that were still payable for investments in equity investees as of December 31, 2019, and 2020.

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

11. INTANGIBLE ASSETS, NET

Gross carrying amount, accumulated amortization and net book value of the intangible assets are as follows:

	As of December 31,
	2019			2020
	RMB			RMB
Software		21,824			27,723
Trademarks		554,000			576,000
Platform		22,000			24,000
Less: Accumulated amortization		(89,467	)		(136,444	)
Intangible assets, net		508,357			491,279

Amortization expenses related to intangible assets were RMB 44,474 and RMB 47,047 for the years ended December 31, 2019 and 2020, respectively.

The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows:

	Future amortization expenses
	RMB
2021		44,702
2022		44,640
2023		43,852
2024		42,859
2025		41,415
Thereafter		273,811
Total		491,279

12. OTHER NON-CURRENT ASSETS

Other non-current assets consist of the following:

	As of December 31,
	2019		2020
	RMB		RMB
Prepayment for a new equity investment		90,000		100,000
Prepayment for an office building		—		43,000
Deposits		4,000		4,000
Prepayment for land use rights		20,875		—
Total		114,875		147,000

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

13. SHORT-TERM LOANS

	As of December 31,
	2019		2020
	RMB		RMB
Short-term borrowing—banks		500,000		—
Total		500,000		—

In 2019, the Group entered into an aggregate RMB 500,000 of bank loan contracts with several banks and the loans were repaid in 2020. The weighted average interest rates of the short-term borrowings were 4.55% and 4.39%, respectively, resulting in interest expenses of RMB 39,996 and RMB 8,367 for the years ended December 31, 2019 and 2020, respectively.

Financial information related to short-term loans is set forth in the following table:

	As of December 31,
	2019			2020
	RMB			RMB
Beginning balance		514,410			500,000
Additions		1,216,469			—
Repayments		(1,230,879	)		(500,000	)
Short-term Borrowing		500,000			—

14. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

	As of December 31,
	2019		2020
	RMB		RMB
Advance from shippers and truckers(1)		274,203		411,577
Payables for repurchase of ordinary shares and share options from employees		—		273,790
Salaries and welfare payables		150,789		174,142
Deposit from truckers for value added service		41,438		47,251
Others		52,756		34,882
Total		519,186		941,642

⁽¹⁾  Representing the refundable prepayments from shippers and truckers for future shipping arrangements under freight brokerage services and value-added services.

15. MEZZANINE EQUITY

As of December 31, 2020, the Group issued in total of 15 billion shares of redeemable convertible preferred stock (“Series A Preferred Shares”) as presented in the following table. The Series A-1 to Series A-4 preferred shares were issued as part of the purchase consideration to acquire Truck Alliance in December 2017. The Series

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

15. MEZZANINE EQUITY - continued

A-5 to Series A-12 preferred shares represent preferred shares issued by the Company prior to the acquisition of Truck Alliance.

Series	Average Issue Price per Share		Issuance Date		Shares Issued at issuance date		Issued and Outstanding shares as of December 31, 2020		Proceeds from Issuance, net of issuance cost		Accretion of interest		Modification of Mezzanine equity		Repurchase of preferred shares			Carrying Amount		Carrying Amount
	USD								USD		USD		USD		USD			USD		RMB
A-1		0.03386		06/05/2015		1,139,355,179		949,479,433		119,697		—		—		(19,948	)		99,749		652,569
A-2		0.09305		07/08/2015		214,928,417		204,934,452		29,062		—		—		(1,351	)		27,711		181,288
A-3		0.09305		20/07/2016		376,124,692		358,930,419		50,859		—		—		(2,325	)		48,534		317,515
A-4		0.16048		27/04/2017		1,431,243,120		1,425,011,610		243,899		54,684		—		(1,300	)		297,283		1,944,423
A-5		0.00009		27/03/2014		724,612,240		687,241,088		65		20		—		(5	)		80		475
A-5		0.00001		15/05/2018		48,936,447		48,936,447		9,616		—		—		—			9,616		61,048
A-6		0.00578		09/06/2014		397,653,060		397,653,060		2,300		690		—		—			2,990		18,168
A-7		0.02608		27/01/2015		695,016,200		695,016,200		18,128		5,438		—		—			23,566		147,107
A-8		0.07651		21/07/2015		392,106,200		392,106,200		30,000		9,000		—		—			39,000		243,267
A-9		0.10862		23/07/2016		303,819,062		303,819,062		33,000		9,900		—		—			42,900		285,797
A-10		0.13207		23/12/2016		272,591,789		272,591,789		36,000		10,800		—		—			46,800		321,456
A-10		0.15550		27/12/2017		3,154,996		3,154,996		491		51		—		—			542		3,543
A-11		0.16015		17/03/2017		249,759,201		249,759,201		40,000		12,000		—		—			52,000		354,536
A-12		0.16588		19/09/2017		429,972,942		429,972,942		71,325		21,398		—		—			92,723		607,391
A-13		0.16048		30/10/2018		186,944,757		186,944,757		30,000		9,000		—		—			39,000		270,955
A-14		0.16048		04/01/2018		281,297,804		281,297,804		45,141		13,542		—		—			58,683		384,127
A-15		0.36740		15/05/2018		5,204,626,301		5,204,626,301		1,900,668		573,655		8,346		—			2,482,669		15,906,186
A-16		0.57436		19/11/2020		2,942,381,074		2,942,381,074		1,689,511		9,963		—		—			1,699,474		11,146,236
Total						15,294,523,481		15,033,856,835		4,349,762		730,141		8,346		(24,929	)		5,063,320		32,846,087

The rights, preferences and privileges of the redeemable convertible preferred stock are as follows:

Voting

Subject to the provisions of the Fifth Amended and Restated Memorandum and Articles of the Group in 2020, the ordinary shares of the Group have been re-classified into class A (“Class A”) ordinary shares and class B (“Class B”) ordinary shares and at all general meetings of the Group: (a) each Class A ordinary share shall be entitled to one vote and each Class B ordinary share shall be entitled to thirty votes on as-converted basis held by such shareholder at general meetings of the Group. (b) as long as shares of preferred stock are outstanding, the Group must obtain approval from the requisite shareholders (the holders of at least two-thirds of the voting power of the outstanding shares including 60% of outstanding preferred shareholder and group CEO) of the then outstanding shares on the following matters: any amendment of the memorandum of association or articles of association or similar constitutional documents of the Group; any alteration or changes to the rights, preferences and privileges of preferred shares; any liquidation, dissolution or winding up of the Group or any filing by or against the Group for the appointment of a receiver, liquidator, administrator or other form of external manager; any merger, amalgamation, consolidation or other business combination involving the Group or spinoff or any similar transaction involving the Group; any change in the equity ownership of key subsidiaries or amendment or termination or waiver of any rights under the control agreements signed between WFOEs and VIEs; any change of the authorized number of shares of preferred stock and common stock; the creation, authorization or issuance of any class or series of securities or any other equity securities of the Group, excluding (a) any issuance of

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

15. MEZZANINE EQUITY - continued

Voting - continued

Class A ordinary shares upon conversion of the preferred shares or the Class B ordinary shares, (b) the issuance of Class A ordinary shares by the Group pursuant to the ESOP Plan and (c) any issuance of shares at each subsequent closing under the subscription agreement; any repurchase or redemption of any shares, other than those pursuant to, and in accordance with (i) the ESOP, (ii) the repurchase transaction approved in the shareholder meeting; and (iii) redemption right under memorandum article; any repurchase or redemption of any shares other than pursuant to an ESOP; any initial public offering of shares of any company of the Group and the determination of the listing venue, timing and valuation and any other material terms of such offering; any change in the total number of directors of the Board appointed by the preferred shareholders; sale of all or substantially all of the assets of the Group companies or any change of control; any alteration, changing or cessation in Group’s principal business or any material change to the scope or nature of the principal business, or cessation of any business line of the principal business; any agreement with any holder or prospective holder of any shares of the Group that would allow such holder or prospective holder to demand registration of its shares of the Group; and entering into any understanding, arrangement or agreement in respect of any of the foregoing matters.

Dividends

No dividend, whether in cash, in property or in shares of the Group, shall be paid on any other classes of shares, unless and until a preferential dividend in cash is paid in full on each preferred share in advance.

Each holder of the Series A Preferred Shares shall be entitled to receive, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent per annum of the Series A original purchase price for each of its Series A Preferred Shares calculated from the applicable date on which the Group received the full subscription price for such Series A Preferred Share from such holder of the Series A Preferred Shares. Such dividends on Series A Preferred Shares shall be payable if, as and when declared by the Board.

The sequence of dividend right of all Series A Preferred Shares was as follows: (1) the holders of the Series A-16 Preferred Shares on parity with each other and on a pro rata basis for the dividend amount; (2) the holders of the Series A-15 Preferred Shares on parity with each other and on a pro rata basis for the dividend amount; (3) the holders of the Series A Preferred Shares other than the Series A-16 and Series A-15 Preferred Shares on parity with each other and on a pro rata basis for the dividend amount.

After the holders of the preferred shares have received their priority dividends, the holders of the Preferred Shares shall also be entitled to participate pro rata (on an as-converted basis) together with the holders of all classes of ordinary shares in any dividends set aside for or paid to in any fiscal year the holders of all classes of ordinary shares.

Conversion

The holders of the preferred shares are entitled with the following rights to the conversion of such preferred shares into Class A ordinary shares:

a) Optional Conversion:

Each holder of the preferred shares is entitled to convert any or all of its preferred shares at any time, without the payment of any additional consideration, into such number of fully paid and non-assessable Class A ordinary

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FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

15. MEZZANINE EQUITY - continued

Conversion - continued

a) Optional Conversion: - continued

shares per preferred shares, determined as follows. The number of Class A ordinary shares to which a holder shall be entitled upon conversion of any preferred shares shall be the quotient of the applicable original purchase price divided by the then-effective respective conversion price. The initial conversion price of the preferred shares shall be equal to the applicable original purchase price. For the avoidance of doubt, the initial conversion ratio for preferred shares to Class A ordinary shares shall be 1:1, subject to anti-dilution adjustments of the conversion price, provided that the preferred shares shall not be less than the par value of the Class A ordinary shares. Such conversion shall be effected by the redemption of the preferred shares each at the applicable original purchase price, and the application of the proceeds thereof in consideration for the issue to the relevant holder of the appropriate number of Class A ordinary shares at the preferred shares. All rights incidental to the preferred shares (including but not limited to rights to any declared but unpaid dividends) shall terminate automatically upon any conversion of such preferred shares into Class A ordinary shares.

b) Automatic Conversion:

Each preferred share shall automatically be converted into the appropriate number of fully-paid, non-assessable Class A ordinary shares at the then-effective conversion price upon the earlier of: (a) immediately prior to the closing of a qualified IPO, or (b) the written consents of majority preferred holders. Any automatic conversion of preferred shares shall be effected automatically by the redemption of the requisite number of preferred shares and the issuance of the appropriate number of Class A ordinary shares at the then-effective conversion price. In the event of an automatic conversion of the preferred shares, all outstanding preferred shares shall be converted automatically without any further action by the preferred shares and whether or not the certificates representing such preferred shares are surrendered to the Group or its transfer agent in respect of such class or series of preferred shares.

Redemption

At any time after the failure by the Group to complete a Qualified IPO on or before December 31, 2023, each holder of the preferred shares may, by written request to the Group, require that the Group redeem any or all of the outstanding preferred shares held by such holders thereof. The Qualified IPO is an IPO on a Qualified Exchange based on a pre-money valuation of the Group implying a per share price of the Group’s shares as-converted basis of not less than (i) 130% of the Series A-16 original purchase price, if such IPO is consummated on or before June 30, 2022; or (ii) 150% of the Series A-16 original purchase price, if such IPO is consummated after June 30, 2022, and that will bring net offering proceeds to the Group, after deduction of underwriting discounts and registration expenses, of at least US$1,000,000.

If the general meeting of the Group has approved the Group to carry out an IPO and the pre-money valuation of the Group of such IPO may not meet the Group’s pre-money valuation standard of the Group on Qualified IPO, each holder of the Series A-16 Preferred Shares who does not vote for such IPO in the general meeting shall have the right to request the Group to redeem any or all of its outstanding Series A-16 Preferred Shares. Besides, at any time after any material breach or violation by the Group of any of its obligations in shareholders’ agreement and if such breach or violation is incapable of cure or, certain A-15 investors may, by written request to the Group, require that the Group redeems any or all of the outstanding shares of the Group held by such holders thereof.

F-43

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

15. MEZZANINE EQUITY - continued

Redemption - continued

The redemption price for each of the redemption shares redeemed shall be equal to (i) one hundred and thirty percent (130%) of the applicable original purchase price, plus all dividends declared but unpaid (in case that redemption shares are not the Series A-16 Preferred Shares); or (ii) the Series A-16 original purchase price, plus an amount equal to a simple rate of 10% per annum for the Series A-16 original purchase price, calculated for a period of time commencing from the date on which the consideration for such redemption shares are fully paid to the Group pursuant to the subscription agreement and ending on the date that the one hundred percent(100%) of the original purchase price is paid in full by the Group, which in total shall be no more than one hundred and thirty percent (130%) of the Series A-16 original purchase price, plus all dividends declared but unpaid (in the case that the Redemption Shares are the Series A-16 Preferred Shares).

Liquidation

Upon any liquidation, dissolution or winding up of the Group, whether voluntary or involuntary, the holders of Series A Preferred Shares are entitled to receive, prior to any distribution to the holders of Class A ordinary shares, an amount equal to one hundred percent (100%) of the Series A original purchase price for each Series A preferred share (the “preferred liquidation amount”) plus thirty percent (30%) of the Series A original purchase price for each Series A preferred share, and plus any declared but unpaid dividends thereon (total called the “preference amount”).

In the event insufficient funds are available to pay in full the preference amount in respect of each preferred shareholder, the sequence of liquidation right of all Series A Preferred Shares was as follows: (1) the holders of the Series A-16 Preferred Shares on parity with each other and on a pro rata basis for the preferred liquidation amount; (2) the holders of the Series A-15 Preferred Shares on parity with each other and on a pro rata basis for the preferred liquidation amount; (3) the holders of the Series A Preferred Shares other than the Series A-16 and Series A-15 Preferred Shares on parity with each other and on a pro rata basis for the preferred liquidation amount; (4) the holders of the Series A-16 Preferred Shares on parity with each other and on a pro rata basis for the difference between the preference amount and the preferred liquidation amount; (5) the holders of the Series A-15 Preferred Shares on parity with each other and on a pro rata basis for the difference between the preference amount and the preferred liquidation amount; and (6) the holders of the Series A Preferred Shares other than the Series A-16 and Series A-15 Preferred Shares on parity with each other and on a pro rata basis for the difference between the preference amount and the preferred liquidation amount. After distribution or payment in full of the Series A preference amount, the remaining assets of the Group available for distribution shall be distributed ratably among all the shareholders in proportion to the number of the outstanding Class A ordinary shares held by them calculated on an as-converted basis.

Notwithstanding any provision to the contrary above, if the Group’s total valuation implies a per share price of the Group’s shares on as-converted basis of no less than 150% of the Series A-16 original purchase price in any liquidation event, then all proceeds resulting from such liquidation event shall be distributed ratably among the shareholders, according to the number of the Class A ordinary shares held by such holder calculated on an as-converted basis.

Accounting for the Preferred Shares

The Group has classified the preferred shares as mezzanine equity as these preferred shares are redeemable upon the occurrence of an event not solely within the control of the Group. The holders of the preferred shares have a

F-44

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

15. MEZZANINE EQUITY - continued

Accounting for the Preferred Shares - continued

redemption right and liquidation preference and will not receive the same amount of consideration upon the occurrence of the conditional event as the all classes of ordinary shareholders would. The Group recorded the initial carrying amount of the preferred shares with its issuance price, which approximated the issuance date fair value, after the reduction of the issuance cost. The Group uses interest method to accrete the carrying value of the preferred shares to their maximum redemption price as if redemption were to occur at the end of the reporting period. The change in redemption value is recorded as deemed dividend, and charged against retained earnings, or in the absence of retained earnings, against APIC.

In November 2020, the Group issued 2,942,381,074 Series A-16 Preferred Shares (with par value of US$ 0.00001) at US$0.5744 per share for an aggregate purchase price of US$ 1,690,000 to a group of investors. The Group recorded RMB 11,081,037 as the initial carrying amount of the preferred shares, after the reduction of the issuance cost of RMB 3,216. The Group uses interest method to accrete the carrying value of the Series A-16 Preferred Shares by RMB 65,199 for the year ended December 31, 2020.

In connection with the issuance of Series A-16 Preferred Shares, the Company and other Series A Preferred Shares investors agreed to modify certain terms related to shareholders’ rights , such as the postponed redemption date and the increased equity value threshold that would trigger the loss of preferred shareholders’ liquidation preference. As these changes in terms related to the preferred shareholders’ rights represented a modification as opposed to an extinguishment of preferred shares, the Company recorded the increase of RMB 54, 887 in fair value of preferred shares as a result of this modification as a deemed dividend.

The Group did not identify any derivatives embedded in the preferred shares that were subject to bifurcation and fair value accounting. The Group also determined that there was no beneficial conversion feature attributable to the preferred shares, as the effective conversion price was not less than the fair value of ordinary shares on the respective commitment date.

Subscription receivables

In November 2020, the Group entered into a loan agreement with a shareholder (the “Debtor”). The principal amount of the loan agreement is RMB 1,310,140 (USD 200 million) with five years maturity period. The interest rate of the loan is 1% annually from the second anniversary of the loan origination date. The Debtor pledged 398,507,891 Series A-5 Preferred Shares to the Group as collateral. If the Debtor fails to fully repay the loan and all interest accrued on or before the maturity date, the Group shall be entitled to enforce the pledged shares by selling such shares at their market price to any third parties and apply the proceeds against the debt owed by the Debtor to the Group; if the originally pledged shares are insufficient to cover the total amount of the outstanding loan and interest accrued, the Debtor shall pledge additional shares it held to the Group, so that the fair value of pledged shares is not lower than the total amount of the outstanding loan and interest accrued. This transaction is accounted for as an equity transaction with a shareholder with no impact on the Company’s net income, that is, a repurchase of the Debtor’s preferred shares by the Company concurrently with a reissuance of the same shares to the Debtor for a subscription receivable. Therefore, the loan amount is recorded in a contra mezzanine equity account, subscription receivable.

F-45

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

16. ORDINARY SHARES

In March 2019, the Company repurchased 95,671,420 ordinary shares of a key employee of the Group through offsetting a loan receivable of RMB110,619 from him. The repurchase resulted in a reduction of ordinary shares by RMB 7 and a reduction of APIC by RMB 110,612. As the repurchase price is lower than the fair value of ordinary share as of the repurchase date, no additional compensation expenses were resulted from this repurchase.

To facilitate the exit of certain key employees of Truck Alliance, in 2019 and 2020, the Company repurchased in total of 249,609,797 and 190,527,542 ordinary shares from these employees with an aggregate consideration of RMB 642,782 and RMB 489,391 respectively. These repurchases resulted in a reduction of ordinary shares by RMB 16 and RMB 12 a reduction of APIC by RMB 401,503 and RMB 376,820 and compensation expenses of RMB 241,263 and RMB 112,558 in 2019 and 2020, respectively. The compensation expenses were computed as the excess of the repurchase prices over the fair values of the ordinary shares repurchased from the management members as of respective repurchase dates.

In 2019 and 2020, 16,222,028 and 106,422,541 ordinary shares of employees obtained through exercise of options were repurchased by the Company for tax purposes with an aggregate consideration of RMB 41,701 and RMB 385,270 respectively. The repurchase resulted in a reduction of ordinary shares by RMB 1 and RMB 7, a reduction of APIC by RMB 31,072 and RMB 268,052 and compensation expenses of RMB 10,628 and RMB 117,211 in 2019 and 2020, respectively. The compensation expenses were computed as the excess of the repurchase price over the fair value of the ordinary shares repurchased as of the respective repurchase dates.

In November 2020, the shareholders and board of directors of the Company passed unanimously written resolutions to reclassify and re-designate the Company’s authorized ordinary shares into: (i) 33,562,015,467 Class A Ordinary Shares, and (ii) 963,610,653 Class B Ordinary Shares. Each ordinary share directly or indirectly held by Full Load Logistics Information Co. Ltd has been re-designated to one Class B ordinary Share with a par value of US$ 0.00001 and each ordinary share held by other shareholders has been re-designated into one Class A ordinary Share with a par value of US$ 0.0001. Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right, however, each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to thirty votes on an as-converted basis held by shareholders at general meeting.

17. INCOME TAXES

Cayman Islands

Under the current laws of the Cayman Islands, the Companies incorporated in the Cayman Islands are not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Hong Kong

Entities incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% since January 1, 2010. Under the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiaries domiciled in Hong Kong have been introduced to a two-tiered profits tax rate regime which is applicable to any year of assessment commencing on or after April 1, 2018. The profits tax rate for the first HK dollar 2,000 of profits of corporations will be lowered to 8.25%, while profits above that amount will continue to be subject to the tax rate of 16.5%.

F-46

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

17. INCOME TAXES - continued

China

On March 16, 2007, the National People’s Congress of the PRC introduced a Corporate Income Tax Law (“CIT Law”), under which Foreign Investment Enterprises (“FIEs”) and domestic companies would be subject to corporate income tax at a uniform rate of 25%. Certain enterprises will benefit from a preferential tax rate of 15% under the CIT Law if they qualify as high and new technology enterprises (“HNTE”).

Withholding tax on undistributed dividends

The CIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The implementing rules of the CIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, property, etc., of a non-PRC company is located”. Based on a review of surrounding facts and circumstances, the Group does not believe that it is likely that its operations outside of the PRC should be considered a resident enterprise for PRC tax purposes.

The CIT law also imposes a withholding income tax of 10% on dividends distributed by an FIE to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. According to the arrangement between the Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE).The Group did not record any dividend withholding tax, as its FIEs have not had any retained earnings.

According to a policy promulgated by the State Tax Bureau of the PRC and effective from 2008 onwards, enterprises engaged in research and development activities are entitled to claim an additional tax deduction amounting to 50% of its research and development expenses in determining its tax assessable profits for the year. The additional tax deduction amount of the research and development expenses has been increased from 50% to 75%, effective from 2018 to 2020, according to a new tax incentives policy promulgated by the State Tax Bureau of the PRC in September 2018.

Loss by tax jurisdictions:

	For the years ended December 31,
	2019		2020
	RMB		RMB
Net loss (income) from PRC operations		995,145		(145,611	)
Net loss from non-PRC operations		561,198		3,597,207
Total net loss before tax		1,556,343		3,451,596

F-47

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

17. INCOME TAXES - continued

Withholding tax on undistributed dividends - continued

The current and deferred portion of income tax expenses included in the consolidated statements of operations and comprehensive loss are as follows:

	For the years ended December 31,
	2019			2020
	RMB			RMB
Current tax expenses		9,663			31,844
Deferred tax benefits		(24,339	)		(12,508	)
Income tax (benefit) expense		(14,676	)		19,336

Reconciliation of the differences between PRC statutory income tax rate and the Group’s effective income tax rate for the years ended December 31, 2019 and 2020 are as follows:

	For the years ended December 31,
	2019			2020
	RMB			RMB
PRC statutory tax rate		25.00	%		25.00	%
Effect of different tax rates of subsidiaries operating in other jurisdictions		2.31	%		0.89	%
Preferential tax rates and local tax exemptions		(0.45	%)		(0.22	%)
Expenses/losses not deductible for tax purposes		(9.63	%)		(0.71	%)
Research and development expenses super deduction		3.30	%		2.00	%
Compensation cost in relation to ordinary shares and options		(11.37	%)		(26.95	%)
Effect of change of valuation allowance		(8.22	%)		(0.57	%)
Effective tax rate		0.94	%		(0.56	%)

F-48

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

17. INCOME TAXES - continued

Deferred tax assets and deferred tax liabilities

	As of December 31,
	2019			2020
	RMB			RMB
Deferred tax assets
- Advertising and business promotion expenditure		21,271			11,676
- Impairment loss		177,583			182,876
- Allowance for doubtful accounts		22,165			24,026
- Loan loss provision		16,917			23,207
- Accrued expense		31,986			2,309
- Net operating loss carry forwards		473,432			521,022
- Others		1,163			1,204
Less: valuation allowance		(727,508	)		(747,354	)
Net deferred tax assets		17,009			18,966
Deferred tax liabilities
- Identifiable intangible assets from business combination		123,333			118,783
Total deferred tax liabilities		123,333			118,783

Movement of valuation allowance

	For the years ended December 31,
	2019		2020
	RMB		RMB
Balance at beginning of the year		599,633		727,508
Addition		127,875		19,846
Total		727,508		747,354

As of December 31, 2019 and 2020, the Group had net operating loss carry forwards of approximately RMB 1,893 million and RMB 2,084 million, which arose from the subsidiaries, VIEs and VIEs’ subsidiaries established in the PRC, respectively. The loss expired of approximately nil and RMB35 million during the years ended December 31, 2019 and 2020, respectively. The remaining loss carry forwards will expire during the period from 2021 to 2025.

The Group believes that for most of its entities, it is more likely than not that the net accumulated operating losses and other deferred tax assets will not be utilized in the future based on an evaluation of a variety of factors including the Group’s operating history, accumulated deficit, existence of taxable temporary differences and reversal periods. Therefore, the Group provided a valuation allowances of RMB 728 million and RMB 747 million for these entities’ deferred tax assets as of December 31, 2019 and 2020, respectively.

F-49

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

18. RELATED PARTY TRANSACTIONS

The table below sets forth the major related parties and their relationships with the Group as of December 31, 2019 and 2020, respectively:

Related Party	Relationship with the Group
JYBD	An affiliate of the Group
Euclidean	An entity controlled by management founder of an affiliate of the Group
Sigma	An entity controlled by management founder of an affiliate of the Group
Plus	An affiliate of the Group
Hangzhou Yinghuo Internet Technology Limited (Yinghuo)	An entity over which management has a significant influence
Horgos Yinghuo Management Consulting Co., Ltd. (Horgos)	An entity over which management has a significant influence
Champion	An affiliate of the Group
Dai WJ Holding limited (DWJ)	An entity controlled by a management shareholder of the Group
Liu XF Holdings Limited (LXF)	An entity controlled by a management shareholder of the Group
Tang TG Holdings Limited (TTG)	An entity controlled by a management shareholder of the Group
Luo P Holdings Limited (LP)	An entity controlled by a management shareholder of the Group
SVF Bumble (Cayman) Limited (SVF)	A shareholder of Champion
Others	Executives of the Group

For the years ended December 31, 2019 and 2020, services provided to the related parties were RMB 2,235 and RMB 10,333, respectively:

	For the years ended December 31,
	2019		2020
	RMB		RMB
Value-added service revenue from JYBD		—		9,434
Value-added service revenue from Horgos		—		899
Value-added service revenue from Yinghuo		2,235		—
Total		2,235		10,333

F-50

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

18. RELATED PARTY TRANSACTIONS - continued

The Group had the following balances with the major related parties:

	As of December 31,
	2019		2020
	RMB		RMB
Current assets:
Loan to SVF		20,059		—
Loan to Euclidean		14,650		—
Loan to Sigma		14,650		—
Service fee receivable from Yinghuo		1,130		—
Total		50,489		—

In April 2019, the Group provided a loan of RMB 14,650 to Euclidean and Sigma, respectively. The interest rate of such loans are 1% per annum. In November 2019, the Group provided an interest-free loan of RMB 20,059 to SVF. All these loans were repaid in 2020.

As of December 31, 2019 and 2020, amounts due to related parties were RMB 111,465 and RMB 172,779, respectively, and details are as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Current liabilities:
Consideration payable for repurchase of ordinary shares and options from executives of the Group		—		77,556
Consideration payable for repurchase of ordinary shares from DWJ .		19,778		61,726
Consideration payable for repurchase of ordinary shares from LXF		9,889		16,414
Consideration payable for repurchase of ordinary shares from Euclidean		—		8,156
Consideration payable for repurchase of ordinary shares from Sigma		—		8,156
Consideration payable for equity investment in Plus		771		771
Consideration payable for repurchase of ordinary shares from LP		36,826		—
Consideration payable for equity investment in Champion		19,312		—
Consideration payable for equity investment in JYBD		15,000		—
Consideration payable for repurchase of ordinary shares from TTG		9,889		—
Total		111,465		172,779

F-51

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

19. SHARE-BASED COMPENSATION

In January 2015, the Company adopted the 2015 Incentive Compensation Plan (“2015 Plan”), which permits the grant of share options, restricted share units and other equity incentives to employees and directors of the Company. 2015 Plan administrator is the board of directors. The board may also authorize one or more officers to grant awards under the plan. The Company authorized 398,831,942 ordinary shares for issuance under the 2015 Plan and granted in total of 337,706,292 share options. The options granted expire in ten years from the date of grant.

In November 2018, the Company adopted the 2018 Incentive Compensation Plan (“2018 Plan”), which was further amended and restated in April 2020 and December 2020, respectively. The Company authorized 2,636,675,056 ordinary shares for issuance under the 2018 Plan and granted in total of 655,550,249 and 1,935,868,649 share options as of December 31, 2019 and 2020, respectively. The options granted expire in ten years from the date of grant.

Employee options:

• Options classified as liability

Prior to the acquisition of Truck Alliance, under the 2015 Plan, options to purchase up to 228,034,872 ordinary shares of the Company were issued to the Company’s directors and employees. Generally, the options vest over a four-year service period. Pursuant to the option agreements, the grantees are entitled to sell to the Company each vested option, for a price equal to 80% of the placing price per share of the latest private placement upon termination of employment. As the Company can be required to settle the options by transferring cash upon a contingent event within the control of grantees, the options are classified as liability and are accounted for at fair value until the settlement of such options upon exercising. Upon exercising of vested options, the unsettled liabilities of the vested options immediately prior to exercising was reclassed to ordinary shares and APIC.

In December 2018, the exercise price of all the options classified as liability changed from US$ 0.01 per share to US$ 0.00001 per share. The modification of exercise price was reflected in the subsequent valuation of liabilities.

In September 2020, the Company modified the repurchase term of the options classified as liability. After the modification, the grantees’ right to require the Company to repurchase the options was removed and instead, the Company has the right to repurchase the options upon termination of employment at the price equal to 80% of the placing price per share of the latest private placement or 5% of net assets based on the latest audited financial statements, whichever is lower. Considering it is not probable that the Company will exercise the right and prevent the grantees from bearing the risks and rewards for a reasonable period of time from the date the option is exercised or the share is issued, the modified awards are accounted for as equity awards from the date of the modification. The fair value measured after the modification is recognized on a straight-line basis over the remaining requisite service period for unvested options and the unsettled liability of RMB 20,695 as of the modification date was reclassed to APIC.

F-52

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

19. SHARE-BASED COMPENSATION - continued

Employee options: - continued

The following table summarized the activities of the Group’s share options classified as liability:

	Number of options			Weighted average exercise price		Aggregate intrinsic value
				US$		US$
Outstanding at January 1, 2019		89,840,646			0.00001		18,812
Exercised		(49,814,073	)		0.00001		—
Outstanding at December 31, 2019		40,026,573			0.00001		10,350
Exercised		(23,391,140	)		0.00001		—
Reclassified as equity		(16,635,433	)		0.00001		5,110
Outstanding at December 31, 2020		—			—		—
Exercisable at December 31, 2020		—			—		—

The liabilities of RMB 102 million and RMB 49 million were settled for the years ended December 31, 2019 and 2020, respectively.

• Options classified as equity

Options classified as equity generally vest over four-year service period.

In December 2017, upon the acquisition of Truck Alliance, the Company issued 291,277,872 options to prior employees of Truck Alliance. These options vest over a service period of one to four years. In addition, the grantees can only exercise vested options upon the occurrence of the underlying ordinary shares becoming listed securities, which substantially creates a performance condition that is considered improbable to meet. Therefore, the Group has not recognized any stock-based compensation expenses for such options.

In December 2018, the exercise price of 14,000,000 options classified as equity was changed from US$ 0.01 to US$ 0.00001. The incremental cost of RMB 199 for vested options was recognized as compensation expenses immediately and the incremental cost of RMB 762 for unvested options will be recognized over the remaining vesting period.

In June 2020, the Group modified 93,472,356 options granted to an executive officer. After the modification, the IPO performance condition was removed and the options were exercised immediately. This was an improbable to probable modification and therefore accounted for as a new award under the modified terms. The compensation cost was recognized based on the fair value of the modified options on the modification date. This modification resulted in compensation expenses of RMB 188,552 in 2020.

In September 2020, the Group further removed the IPO performance condition for 21,178,199 options granted to employees. The compensation expenses are recognized based on the fair value of the options on the modification date. The fair value of unvested options will be recognized on a straight-line basis over the remaining requisite service period. The fair value of vested options totalled RMB 43,420 was recognized as compensation expenses upon the modification.

F-53

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

19. SHARE-BASED COMPENSATION - continued

Employee options: - continued

From July to December 2020, the Group granted 1,280,318,400 options to employees under the 2018 plan, subject to a three to five years’ service condition, of which 1,001,398,129 options vested immediately on the grant date.

In December 2020, the Group repurchased 3,694,402 unvested share options with a total consideration of RMB 13,863 for tax purposes. The repurchase resulted in compensation costs in general and administrative expenses with an amount of RMB 6,251, which included both the remaining unrecognized compensation based on the grant date fair value and additional compensation as a result of the repurchase price in excess of the fair value of the early vested option on the repurchase date.

The following table summarized the activities of the Group’s share options classified as equity:

	Number of options			Weighted average exercise price		Weighted average remaining contract life		Weighted average grant date fair value		Aggregate intrinsic value
				US$				US$		US$
Outstanding at January 1, 2019		783,767,283			0.000007		9.58		0.1663		164,115
Exercised		(259,488,640	)		0.000010				0.2094
Forfeited		(32,646,486	)		—				0.0890
Outstanding at December 31, 2019		491,632,156			0.000007		8.43		0.1486		127,133
Granted		1,280,318,400			0.000010				0.3825
Exercised		(1,355,081,638	)		0.000010				0.3547
Forfeited		(11,357,252	)		0.000001				0.1144
Repurchased		(3,694,402	)		0.000010				0.3266
Reclassified as equity		16,635,433			0.000010				0.3071
Outstanding at December 31, 2020		418,452,697			0.000007		8.56		0.2569		165,035
Vested and expected to vest		418,452,697			0.000007		8.56		0.2569		165,035
Exercisable at December 31, 2020		62,190,984			0.000010		8.73		0.3075		24,528

As of December 31, 2020, there was RMB 429 million of unrecognized compensation costs related to unvested options classified as equity, which is expected to be recognized over a weighted-average period of 3.2 years.

F-54

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

19. SHARE-BASED COMPENSATION - continued

Employee options: - continued

The Group applies the binomial option pricing model in determining the fair value of stock options. The key assumptions used to determine the fair value of the options in 2019 and 2020 were as follows:

	For the years ended December 31,
	2019		2020
Expected volatility		34.2%~35.9%		35.9%~39.3%
Risk-free interest rate (per annum)		1.67%~2.46%		0.30%~1.04%
Exercise multiples		2.8		2.8
Expected dividend yield		0.00%		0.00%
Fair value of underlying ordinary shares	$	0.216~0.259	$	0.261~0.395
Fair value of share option	$	0.293~0.305	$	0.294~0.395

The Group estimated expected volatility by reference to the historical price volatilities of ordinary shares of comparable companies over a period close to the contract term of the options. The Group estimated the risk-free interest rate based on the yield to maturity of U.S. government bonds as at each valuation date with a maturity period close to the contract term of options. The exercise multiple was estimated based on empirical research on typical employee stock option exercising behaviour. The dividend yield was estimated as zero based on the plan to retain profit for corporate expansion and no dividend will be distributed in the near future. The Group determined the fair value of ordinary shares underlying each share option grant based on estimated equity value and allocation of it to each element of its capital structure. The assumptions used in share-based compensation expenses recognition represent the Group’s best estimates, but these estimates involve inherent uncertainties and the application of judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period.

For the years ended December 31, 2019 and 2020, share-based compensation expenses of RMB 434,817 and RMB 3,428,914 were recognized in connection with options granted, respectively.

As of December 31, 2019 and 2020, share-based compensation of RMB122,297 and RMB69,971 would be recognized immediately if the IPO condition had been met, respectively.

Restricted share

On October 19, 2018, the Group granted 34,022,775 restricted shares to each of the two founder of an equity investee, Plus. The restricted shares vest over the following four years. The estimated fair value on the grant date of each restricted share was US$ 0.1965.

Restricted shares granted are measured based on the fair value of the Company’s ordinary share on the grant date. Compensation expenses are recognized on a straight-line basis over the requisite service period. In November 2020, the Group modified the term and the grantee was entitled to early vest all the restricted shares. The unrecognized compensation expenses amounting to RMB40,040 related to the previously unvested restricted shares as of the modification date was recognized immediately upon the modification.

F-55

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

19. SHARE-BASED COMPENSATION - continued

Restricted share - continued

In November 2020, the Company repurchased all the vested 68,045,550 ordinary shares at US$0.3674 per share with a total consideration of RMB166,260. As the repurchase price was lower than the fair value of ordinary share as of the repurchase date, no additional compensation expenses were resulted from this repurchase.

The following table summarized the Group’s restricted share activities:

	Number of restricted share units			Weighted average grant date fair value
				USD
Unvested at January 1, 2019		68,045,550			0.1965
Vested		(17,011,388	)		0.1965
Unvested at December 31, 2019		51,034,162			0.1965
Vested		(51,034,162	)		0.1965
Unvested at December 31, 2020		—			—

Total share- based compensation expenses recognized for these restricted shares in 2019 and 2020 were RMB 21 million and RMB 57 million, respectively.

Share-based compensation for all share options and restricted shares

The Group recorded share based compensation expense of RMB455,634 and RMB3,486,307 for the years ended December 31, 2019 and 2020, respectively, which were classified in the accompanying consolidated statements of operations and comprehensive loss as follows:

	For the years ended December 31,
	2019		2020
	RMB		RMB
General and administrative expenses		455,634		3,341,145
Selling and marketing expense		—		94,640
Research and development expense		—		42,680
Cost of revenues		—		7,842
Total		455,634		3,486,307

F-56

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

20. LOSS PER SHARE

Loss per share is computed by dividing net loss available to ordinary shareholders by the weighted average number of ordinary shares outstanding for the years ended December 31, 2019 and 2020:

	For the years ended December 31,
	2019			2020
	RMB			RMB
Numerator
Net loss available to Full Truck Alliance Co. Ltd. from continuing operations		(1,541,660	)		(3,470,924	)
Net income available to Full Truck Alliance Co. Ltd. from discontinued operations		18,010			452
Net loss available to Full Truck Alliance Co. Ltd		(1,523,650	)		(3,470,472	)
Deemed dividend		—			(120,086	)
Net loss available to ordinary shareholders—basic and diluted		(1,523,650	)		(3,590,558	)
Denominator
Weighted average number of ordinary shares outstanding—basic and diluted		3,299,723,079			3,423,687,654
Basic and diluted loss per share-continuing operations		(0.47	)		(1.05	)
Basic and diluted earnings per share-discontinued operations		0.01			0.00
Basic and diluted loss per share		(0.46	)		(1.05	)

As a result of the Group’s net loss for the years ended December 31, 2019 and 2020, the numbers of the Company’s preferred shares, share options and restricted shares outstanding were excluded from the calculation of diluted loss per share as their inclusion would have been anti-dilutive.

	As of December 31,
	2019		2020
	RMB		RMB
Convertible redeemable preferred shares		12,091,475,761		15,033,856,835
Share options		531,658,729		418,452,697
Restricted shares		51,034,162		—

Both Class A ordinary shares and Class B ordinary shares are entitled to the same dividend right, as such, this dual class share structure has no impacts to the earnings per share calculation. Basic earnings per share and diluted earnings per share are the same for each Class A ordinary share and Class B ordinary share.

F-57

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

21. EMPLOYEE BENEFIT

As stipulated by the regulations of the PRC, full-time employees of the Group are entitled to various government statutory employee benefit plans, including medical insurance, maternity insurance, workplace injury insurance, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to make contributions to the plan based on certain percentages of employees’ salaries. The total expenses the Group incurred for the plan were RMB 158,181 and RMB 80,152 for the years ended December 31, 2019 and 2020, respectively, which are recorded in expenses based on the function of employees.

22. RISKS AND CONCENTRATIONS

Financial instruments that potentially expose the Group to concentration of credit risk consist primarily of cash and cash equivalents, restricted cash and short-term investments. The Group places its cash and cash equivalents, restricted cash and short-term investments with financial institutions with high-credit ratings and quality.

Foreign currency risk

RMB is not a freely convertible currency. The State Administration of Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The cash and cash equivalents and restricted cash of the Group included an aggregated amounts of RMB 2,979,572 and RMB 2,789,813 as of December 31, 2019 and 2020, respectively.

23. RESTRICTED NET ASSETS

Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises and local enterprises, the Group’s entities in the PRC must make appropriation from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of the Company.

PRC laws and regulations permit payments of dividends by the Company’s subsidiaries and VIE incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with the PRC accounting standards and regulations. In addition, the Company’s subsidiaries, VIEs and VIEs’ subsidiaries incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless such reserve has reached 50% of their respective registered capital. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC.

As a result of these PRC laws and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance with the PRC accounting standards and regulations, the PRC entities are restricted from transferring a portion of their net assets to the Group. Amounts restricted include paid-in capital, APIC and the statutory reserves of the Company’s PRC subsidiaries, VIEs and VIEs’ subsidiaries. As of December 31, 2019 and 2020, the total of restricted net assets was RMB 9,982,095 and RMB 10,653,119, respectively.

F-58

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

24. COMMITMENTS AND CONTINGENCIES

Operating lease commitments

The Group has leased office premises under operating lease agreements for the periods from 2021 to 2025. Future minimum lease payments for non-cancellable operating leases are as follows:

	As of December 31, 2020
	RMB
2021		7,513
2022		4,320
2023		4,320
2024		4,320
2025		4,320
		24,793

Rental expenses amounted to RMB 24,766 and RMB 28,997 for the years ended December 31, 2019 and 2020, respectively. Rental expenses are charged to the consolidated statements of operations and comprehensive loss when incurred.

Contingencies

The Group is subject to a number of legal or administrative proceedings that generally arise in the ordinary course of its business. The Group does not believe that any currently pending legal or administrative proceeding to which the Group is a party will have a material adverse effect on the financial statements.

25. RESTATEMENT OF THE FINANCIAL STATEMENTS

Subsequent to the issuance of the Group’s 2019 consolidated financial statements, the Group identified an error in its consolidated statement of cash flows. The Group determined that RMB223,222 of cash paid to repurchase ordinary shares in excess of fair value that should be cash outflows for operating activities, was improperly included in cash paid for repurchase of ordinary shares in financing activities. As a result, the Group’s previously reported cash flows from operating activities and financing activities were corrected from amounts previously reported in the accompanying consolidated statement of cash flows for the year ended December 31, 2019. The adjustment represents a misstatement in the presentation of the Group’s cash flows and has no impact on the Group’s results of operations or financial position for the year ended December 31, 2019.

The following table summarizes the effects of the correction on the consolidated statement of cash flows for the year ended December 31, 2019:

	As previously reported			Adjustment			As corrected
	RMB			RMB			RMB
Net cash used in operating activities		(700,743	)		(223,222	)		(923,965	)
Net cash provided by financing activities		1,470,003			223,222			1,693,225

26. SUBSEQUENT EVENT

The subsequent events were evaluated through May 27, 2021, which is the issuance date of the audited consolidated financial statements.

F-59

FULL TRUCK ALLIANCE CO. LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share data and otherwise noted)

26. SUBSEQUENT EVENT - continued

On January 27, 2021, the Company repurchased a total of 10,000,000 ordinary shares (with par value of US$0.00001 per share) from DWJ Partner Limited at US$ 0.3674 per share for an aggregate purchase price of US$ 3,674. The repurchase price is below the fair value of ordinary shares at transaction date.

In February 2021, the Group exercised the warrants to purchase 69,787,575 preferred shares of Plus at US$0.2866 per share with an aggregate cash consideration of USD20 million, and then Plus issued 115,763,072 preferred shares, which diluted the Company’s shareholding to 29.63% and voting rights to 61.96%. In April 2021, Plus further issued 297,123,115 preferred shares, which diluted the Company’s shareholding to 24.40% and voting rights to 55.53%. As (i) the Group has no control over Plus because it has no control over the board of directors that makes all significant decisions in relation to the operating and financing activities of Plus; and (ii) the preferred shares held by the Group are not in substance common stock and have no readily determinable fair value, it continues accounting for its investments in Plus as equity investment without readily determinable fair value.

On March 31, 2021, the Group granted 8,450,942 options to employees under the 2018 plan, which vest immediately on the grant date or over four-year service period. The fair value of the options granted is US$0.993 per share. The total compensation expenses to be recognized are RMB54,756.

The Group changed the VIE directly controlled by the WFOE, FTA Information, from Guiyang Huochebang to a newly established PRC entity, Guizhou FTA Logistics Technology Co., Ltd, or Guizhou FTA. In March 2021, certain senior officers of the Group established Guizhou FTA. As directed by FTA Information, Guizhou FTA acquired 100% of equity interest in Guiyang Huochebang for a nominal price from the shareholders of Guiyang Huochebang pursuant to the contractual arrangements between FTA Information and the shareholders of Guiyang Huochebang, and FTA Information gained control over Guizhou FTA through a series of VIE contractual arrangements. Guiyang Huochebang, as a wholly owned subsidiary of Guizhou FTA, continues to hold the licenses required to operate its business following such transactions.

On April 1, 2021, the Group granted 16,149,768 options to management under the 2018 plan, which will vest over a four-year service period. The fair values of the options granted is US$0.993 per share. The total compensation expenses to be recognized are RMB104,640.

On April 15, 2021, the Group entered into a share purchase agreement in the form of warrant with Sinopec Capital Co., Ltd (“Sinopec”), upon the completion of necessary registration and approval for outbound investment by Sinopec, Sinopec is obliged to purchase 104,463,233 Series A-16 preferred shares prior to the consummation of the IPO, or the number of Class A ordinary shares into which such number of Series A-16 preferred shares would have been converted immediately prior to this offering upon or after the IPO, at US$0.5744 per share for an aggregate purchase price of US$60,000.

In April 2021, the Company’s board of directors approved to repurchase up to US$1.0 billion worth of Class A ordinary shares and/or preferred shares at US$0.98644260 per share from 14th April to the date that no later than two business days prior to the filing of the Company’s preliminary prospectus relating to the IPO.

F-60

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY

FINANCIAL STATEMENTS SCHEDULE I

FULL TRUCK ALLIANCE CO. LTD.

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED BALANCE SHEETS

(Amounts in thousands, except share and per share data)

	As of December 31,
	2019			2020			2020
	RMB			RMB			USD
							(Note 2)
ASSETS
Current assets:
Cash and cash equivalents		693,676			7,025,967			1,076,777
Short-term investments		4,358,361			6,270,302			960,966
Amounts due from related parties		49,359			—			—
Prepayments and other current assets		36,488			13,762			2,109
Total current assets		5,137,884			13,310,031			2,039,852
Investment in and amount due from subsidiaries/VIEs		9,006,518			9,675,404			1,482,820
Long-term investments		533,647			522,672			80,103
Total non-current assets		9,540,165			10,198,076			1,562,923
TOTAL ASSETS		14,678,049			23,508,107			3,602,775
LIABILITIES
Amounts due to related parties		96,465			172,779			26,480
Accrued expenses and other current liabilities		28,316			283,524			43,452
TOTAL LIABILITIES		124,781			456,303			69,932
MEZZANINE EQUITY		21,644,964			31,535,947			4,833,095
SHAREHOLDERS’ DEFICIT
Class A Ordinary shares (US$0.00001 par value, 37,468,007,195 and 33,562,015,467 shares authorized, 3,417,044,082 and 3,517,944,736 shares issued and outstanding as of December 31, 2019 and 2020, respectively)		226			233			35
Class B Ordinary shares (US$0.00001 par value, nil and 963,610,653 shares authorized, issued and outstanding as of December 31, 2019 and 2020, respectively)		—			63			10
Additional paid-in capital		1,232,948			3,809,060			583,764
Accumulated other comprehensive income		1,570,464			1,072,307			164,338
Accumulated deficit		(9,895,334	)		(13,365,806	)		(2,048,399	)
TOTAL SHAREHOLDERS’ DEFICIT		(7,091,696	)		(8,484,143	)		(1,300,252	)
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT		14,678,049			23,508,107			3,602,775

F-61

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY

FINANCIAL STATEMENTS SCHEDULE I

FULL TRUCK ALLIANCE CO. LTD.

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in thousands, except share and per share data)

	Years ended December 31,
	2019			2020			2020
	RMB			RMB			USD
							(Note 2)
Cost and operating expenses		(712,108	)		(3,729,055	)		(571,503	)
Interest income		176,925			93,897			14,391
Equity in losses of equity investees		(1,444	)		(10,975	)		(1,682	)
Equity in (loss) income of subsidiaries, VIEs and VIEs’ subsidiaries		(987,023	)		175,661			26,921
Net loss attributable to Full Truck Alliance Co. Ltd.		(1,523,650	)		(3,470,472	)		(531,873	)
Other comprehensive income (loss)
Foreign currency translation adjustments, net of tax of nil		89,399			(498,157	)		(76,346	)
Total comprehensive loss attributable to Full Truck Alliance Co. Ltd.		(1,434,251	)		(3,968,629	)		(608,219	)

F-62

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY

FINANCIAL STATEMENTS SCHEDULE I

FULL TRUCK ALLIANCE CO. LTD.

FINANCIAL INFORMATION OF PARENT COMPANY

CONDENSED STATEMENTS OF CASH FLOWS

(Amounts in thousands, except for share and per share data)

	Years ended December 31,
	2019			2020			2020
	RMB			RMB			USD
							(Note 2)
Cash flows from operating activities:
Net loss attribute to ordinary shareholders		(1,523,650	)		(3,470,472	)		(531,873	)
Adjustments to reconcile net loss to net cash used in operating activities
Equity in income (loss) of subsidiaries, VIEs and VIEs’ subsidiaries		987,023			(175,661	)		(26,921	)
Share-based compensation		455,634			3,254,335			498,749
Modification of share options		—			231,972			35,551
Equity in earnings of unconsolidated investees		1,444			10,975			1,682
Changes in operating assets and liabilities:
Prepayments and other current assets		849			22,727			3,483
Amounts due to related parties		28,669			22,242			3,409
Accrued expenses and other current liabilities		—			91,377			14,004
Net cash used in operating activities		(50,031	)		(12,505	)		(1,916	)
Cash flows from investing activities:
Purchases of short-term investments		(4,404,601	)		(6,766,468	)		(1,037,007	)
Maturity of short-term investments		3,107,061			4,638,930			710,947
Payment for investment in equity investees		(75,739	)		(19,312	)		(2,960	)
Loans to related parties		(48,458	)		(63,482	)		(9,729	)
Repayment of loans from related parties		—			109,792			16,826
Investment in subsidiaries and VIEs		(91,803	)		(493,225	)		(75,588	)
Net cash used in investing activities		(1,513,540	)		(2,593,765	)		(397,511	)
Cash flows from financing activities:
Cash paid for ordinary shares repurchase		(384,880	)		(557,836	)		(85,492	)
Proceeds from exercise of share options		—			87			13
Proceeds from issuance of convertible redeemable preferred shares, net of issuance cost		1,672,415			11,081,037			1,698,243
Loan to a shareholder pledged by preferred shares		—			(1,310,140	)		(200,788	)
Net cash provided by financing activities		1,287,535			9,213,148			1,411,976
Effect of exchange rate changes on cash and cash equivalents		36,656			(274,587	)		(42,082	)
Net (decrease) increase in cash and cash equivalents		(239,380	)		6,332,291			970,467
Cash and cash equivalents, beginning of the year		933,056			693,676			106,310
Cash and cash equivalents, end of the year		693,676			7,025,967			1,076,777

F-63

ADDITIONAL FINANCIAL INFORMATION OF PARENT COMPANY

FINANCIAL STATEMENTS SCHEDULE I

FULL TRUCK ALLIANCE CO. LTD.

FINANCIAL INFORMATION OF PARENT COMPANY

NOTES TO SCHEDULE I

1) Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04(c) of Regulation S-X, which require condensed financial information as to the financial position, changes in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of condensed consolidated net assets as of the end of the most recently completed fiscal year. The Company does not include financial information as to the changes in equity as such financial information is the same as the consolidated statements of changes in shareholders’ equity.

2) The condensed financial information has been prepared using the same accounting policies as set out in the consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and VIEs. For the parent company, the Company records its investments in subsidiaries and VIEs under the equity method of accounting as prescribed in ASC 323, Investments—Equity Method and Joint Ventures. Such investments are presented on the Condensed Balance Sheets as “Investment in subsidiaries and VIEs” and the subsidiaries and VIE’s profit or loss as “Equity in losses of subsidiaries, VIEs and VIEs’ subsidiaries” on the Condensed Statements of Operations and Comprehensive Loss. Ordinarily under the equity method, an investor in an equity method investee would cease to recognize its share of the losses of an investee once the carrying value of the investment has been reduced to nil absent an undertaking by the investor to provide continuing support and fund losses. For the purpose of this Schedule I, the parent company has continued to reflect its share, based on its proportionate interest, of the losses of subsidiaries and VIE in investment in and amount due from subsidiaries and VIEs even though the parent company is not obligated to provide continuing support or fund losses.

3) For the years ended December 31, 2019 and 2020, there were no material contingencies, significant provisions of long-term obligations, or guarantees of the Company.

4) Subsequent to the issuance of the Company’s 2019 Schedule I, the Company identified an error in its condensed statement of cash flows included in Schedule I. The Company determined that RMB223,222 of cash paid to repurchase of ordinary shares in excess of fair value that should be cash outflows for operating activities, was improperly included in cash paid for repurchase of ordinary shares in financing activities. As a result, the Company’s previously reported cash flows from operating activities and financing activities were corrected from amounts previously reported in the Schedule I for the year ended December 31, 2019. The adjustment represents a misstatement in the presentation of the Company’s cash flows and has no impact on the Company’s results of operations or financial position for the year ended December 31, 2019.

The following table summarizes the effects of the correction on the Schedule I for the year ended December 31, 2019:

	As previously reported		Adjustment			As corrected
	RMB		RMB			RMB
Net cash used in operating activities		173,191		(223,222	)		(50,031	)
Net cash provided by financing activities		1,064,313		223,222			1,287,535

F-64

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant’s articles of association provide that each director or officer of the registrant shall be indemnified out of the assets and profits of the registrant from and against all actions, costs, charges, losses, damages and expenses which they or any of them, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts unless such actions, costs, charges, losses, damages and expenses arise from dishonesty or fraud which may attach to such directors or officers.

Under the form of indemnification agreements to be filed as Exhibit 10.1 to this registration statement, we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or executive officer.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent Sales of Unregistered Securities

The following sets forth information regarding all unregistered securities sold since January 1, 2018. None of these transactions involved any underwriters’ underwriting discounts or commissions, or any public offering. We believe that each of the following transactions was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.

Preferred Shares

On May 18, 2018, we issued an aggregate of 281,297,804 Series A-14 preferred shares to a total of eight investors in exchange for the same number of their ordinary shares purchased from certain of our then existing shareholders. These investors were Tencent Mobility Limited, All-Stars SP VI Limited, Genesis Capital I LP, Eastern Bell V Investment Limited, Hillhouse TRK-III Holdings Limited, Teng Yue Partners RDLT, LP, Champion Elite Global Limited, and GC GEM Co-investment Limited.

From June 1, 2018 to January 25, 2019, we sold an aggregate of 5,204,626,301 Series A-15 preferred shares to a total of 37 investors at a purchase price per share of US$0.36740095 for an aggregate purchase price of US$1,912,184,651. These investors were SVF Truck (Singapore) Pte. Ltd., Propitious Morningstar Limited, China Internet Investment Fund (Limited Partnership), Kite Holdings, LLC, CapitalG LP, Scottish Mortgage Investment Trust plc, WF ASIAN RECONNAISSANCE FUND LIMITED, GSR VENTURES VI (SINGAPORE) PTE. LTD., Shanghai Shengjia Xinlue Investment Center LLP, Best Will Project Company Limited, DYNAMIC MOVE INVESTMENTS LIMITED, Super Trolley Investment Limited, Super Mini Investment Limited, Super Kar Investment Limited, Super Van Investment Limited, Super Truck Investment Limited, LIGHTSPEED VENTURE PARTNERS SELECT II, L.P., Tencent Mobility Limited, SCC GROWTH IV 2018-H, L.P., All-Stars SP VIII Limited, All-Stars PESP II Limited, Genesis Capital I LP, Eastern Bell

II-1

International II Limited, Hillhouse TRK-III Holdings Limited, Teng Yue Partners Master Fund, LP, Teng Yue Partners RDLT, LP, IFC CATALYST FUND, LP, IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP, Capital Champion Holdings Limited, Xiang He Fund I, L.P., GGV Capital VI L.P., GGV Capital VI Entrepreneurs Fund L.P., Full Load Logistics Information Co., Ltd, Jade Orchid Limited, Rose World Capital Limited, North Land Global Limited, and Woodbury Capital Management Limited.

On June 1, 2018, we issued 48,936,447 Series A-5 preferred shares to Truck Work Logistics Information Co. Ltd at par value of US$0.00001 for an aggregate purchase price of US$489 in connection with the Series A-15 preferred share issuance.

On October 30, 2018, we issued 186,944,757 shares of Series A-13 preferred shares to Guiyang Venture Capital Co., Ltd.at a per share price of US$0.16048 pursuant to an early agreement we entered into with Guiyang Venture Capital Co., Ltd.

From November 17, 2020 to December 4, 2020, we sold an aggregate of 2,942,381,074 Series A-16 preferred shares to a total of 22 investors at a purchase price per share of US$0.57436476 for an aggregate purchase price of US$1,689,999,999.85. These investors were SVF Truck (Singapore) Pte. Ltd., SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P., SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P., SCEP Master Fund, Titanium Growth Investment Limited (formerly Permira PGO1 SPV Limited), Fidelity China Special Situations PLC, Fidelity Investment Funds, Fidelity Funds, Quilter Investors OEIC, ERI-BayernInvest-Fonds Aktien Asien, Scottish Mortgage Investment Trust plc, Xiang He Fund II, L.P., Xiang He Fund Gamma L.P., Lightspeed Opportunity Fund, L.P., Racing Sports Limited, Hillhouse TRK-III Holdings Limited, All-Stars PEIISP IV Limited, CMC Scania II Limited, GGV VII INVESTMENTS PTE. LTD., GGV VII PLUS INVESTMENTS PTE. LTD., GGV (FT) LLC and Morespark Limited.

Ordinary Shares

On June 1, 2018, we issued an aggregate of 73,510,543 ordinary shares to Full Load Logistics Information Co., Ltd and Luo P Holdings Limited at par value of US$0.00001 for an aggregate purchase price of US$735 in connection with the Series A-15 preferred share issuance.

Acquisitions

On December 3, 2018 and January 22, 2019, we issued an aggregate of 68,045,550 ordinary shares subject to certain restrictions to Euclidean Investment LLC and Sigma Point Investment LLC in connection with our acquisition of shares in a company.

Warrant

On April 15, 2021, we issued a warrant to Sinopec Capital Co., Ltd., or Sinopec. Pursuant to the warrant, Sinopec agreed to purchase, upon completion of the necessary filing with and/or obtaining approval from the relevant governmental authorities, an aggregate of (i) 104,463,233 Series A-16 preferred shares, if the exercise of the warrant occurs prior to the completion of this offering, or (ii) the number of Class A ordinary shares into which such number of Series A-16 preferred shares would have been converted immediately prior to this offering, assuming that such Series A-16 preferred shares were issued prior to this offering, if the exercise of the warrant occurs upon or after the completion of this offering, in each case, at a per share exercise price of US$0.57436476.

Share Incentive Plan-related issuance

We adopted a share incentive plan in November 2018, which was amended and restated in April 2020 and December 2020, or the 2018 Plan. The 2018 Plan allows us to grant options, restricted shares, restricted share units and other equity awards to our employees, non-employee directors and consultants. As of the date of this prospectus, options to purchase 209,203,916 ordinary shares were granted and outstanding under the 2018 Plan.

II-2

On March 28, 2019, we issued an aggregate of 993,256,541 ordinary shares to Master Quality Group Limited as the nominee of the trustee for our employee incentive plan trust at par value of US$0.00001 relating to options granted to certain of our employees, directors or consultants under our 2018 Plan.

On June 17, 2020, we issued an aggregate of 93,472,356 ordinary shares to Great Oak Trading LTD. at par value of US$0.00001, pursuant to exercise of options granted under our 2018 Plan.

On September 16, 2020, we issued an aggregate of 119,937,938 ordinary shares to Master Quality Group Limited as the nominee of the trustee for our employee incentive plan trust at par value of US$0.00001, relating to options granted to certain of our employees, directors or consultants under our 2018 Plan.

On December 18, 2020, we issued aggregate of 800,000,000 Class A ordinary shares to Full Load Logistics Information Co., Ltd at par value of US$0.00001, pursuant to exercise of options granted under our 2018 Plan.

On December 30, 2020, we issued an aggregate of 284,763,532 Class A ordinary shares to Master Quality Group Limited as the nominee of the trustee for our employee incentive plan trust at par value of US$0.00001 relating to options granted to certain of our employees, directors or consultants under our 2018 Plan.

Item 8. Exhibits and Financial Statement Schedules

(a)    Exhibits

See Exhibit Index beginning on page II-5 of this Registration Statement.

(b)    Financial Statement Schedules.

All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

II-3

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
1.1*	Form of Underwriting Agreement
3.1	Fifth Amended and Restated Memorandum and Articles of Association of the Registrant, amended and restated on November 10, 2020
3.2	Special Resolution amending the Fifth Amended and Restated Memorandum and Articles of Association of the Registrant, dated April 14, 2021
3.3	Form of Sixth Amended and Restated Memorandum and Articles of Association of the Registrant
4.1*	Specimen of Ordinary Share Certificate
4.2**	Form of Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas, as depositary, and the holders and beneficial owners of ADSs issued thereunder
4.3**	Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 4.2)
4.4	Fifth Amended and Restated Shareholders Agreement, dated November 17, 2020
4.5	Amendment No. 1 to the Fifth Amended and Restated Shareholders Agreement, dated April 30, 2021
5.1	Opinion of Conyers Dill & Pearman regarding the validity of the ordinary shares being registered
10.1	Form of Indemnification Agreement between the Registrant and its directors and executive officers
10.2	Form of Employment Agreement between the Registrant and its executive officers
10.3	English translation of the Equity Interest Pledge Agreement by and among Jiangsu Manyun, Shanghai Xiwei and shareholders of Shanghai Xiwei, dated February 9, 2021
10.4	English translation of the executed form of the Spousal Consent Letters granted by the spouse of each individual shareholder of Shanghai Xiwei, as currently in effect, and a schedule of all executed Spousal Consent Letters adopting the same form
10.5	English translation of the Power of Attorney by and among Jiangsu Manyun, Shanghai Xiwei and shareholders of Shanghai Xiwei, dated February 9, 2021
10.6	English translation of the Exclusive Service Agreement between Jiangsu Manyun and Shanghai Xiwei, dated September 10, 2014
10.7	English translation of the Exclusive Option Agreement by and among Jiangsu Manyun, Shanghai Xiwei and shareholders of Shanghai Xiwei, dated February 9, 2021
10.8	English translation of the executed form of the Equity Interest Pledge Agreement by and among Jiangsu Manyun, Beijing Yunmanman and each shareholder of Beijing Yunmanman, as currently in effect, and a schedule of all executed Equity Interest Pledge Agreements adopting the same form
10.9	English translation of the executed form of the Spousal Consent Letters granted by the spouse of each individual shareholder of Beijing Yunmanman, as currently in effect, and a schedule of all executed Spousal Consent Letters adopting the same form
10.10	English translation of the Power of Attorney by and among Jiangsu Manyun, Beijing Yunmanman and shareholders of Beijing Yunmanman, dated March 22, 2021
10.11	English translation of the Exclusive Service Agreement between Jiangsu Manyun and Beijing Yunmanman, dated March 22, 2021
10.12	English translation of the Exclusive Option Agreement by and among Jiangsu Manyun, Beijing Yunmanman and shareholders of Beijing Yunmanman, dated March 22, 2021
10.13	English translation of the executed form of the Equity Interest Pledge Agreement by and among FTA Information, Guizhou FTA and each shareholder of Guizhou FTA, as currently in effect, and a schedule of all executed Equity Interest Pledge Agreements adopting the same form

II-5

Exhibit No.	Description of Exhibit
10.14	English translation of the executed form of the Spousal Consent Letters granted by the spouse of each individual shareholder of Guizhou FTA, as currently in effect, and a schedule of all executed Spousal Consent Letters adopting the same form
10.15	English translation of the Powers of Attorney by and among FTA Information, Guizhou FTA and shareholders of Guizhou FTA, dated March 12, 2021
10.16	English translation of the Exclusive Service Agreement between FTA Information and Guizhou FTA, dated March 12, 2021
10.17	English translation of the Exclusive Option Agreement by and among FTA Information, Guizhou FTA and shareholders of Guizhou FTA, dated March 12, 2021
10.18	The Loan Agreement by and among the Registrant, Gang Wang and Mesterywang Investments Limited, as borrowers, dated November 21, 2020
10.19	The Charge over Shares in the Registrant between Gang Wang, as borrower, Truck Work Logistics Information Co., Ltd, as chargor and the Registrant as secured party, dated November 21, 2020
10.20	Second Amended and Restated 2018 Share Incentive Plan
10.21	2021 Equity Incentive Plan
10.22	Trust Deed for Full Truck Alliance Co. Ltd. Rules among the Registrant as company, The Core Trust Company Limited as trustee and Master Quality Group Limited as nominee, dated December 3, 2018
10.23	Amendment to Trust Deed for Full Truck Alliance Co. Ltd. Rules among the Registrant as company, The Core Trust Company Limited as trustee and Master Quality Group Limited as nominee, dated February 25, 2021
10.24	Warrant to Purchase Shares of Full Truck Alliance Co. Ltd., dated April 15, 2021
21.1	Subsidiaries of Registrant
23.1	Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP
23.2	Consent of Conyers Dill & Pearman (included in Exhibit 5.1)
23.3	Consent of CM Law Firm (included in Exhibit 99.2)
23.4	Consent of China Insights Consultancy
24.1	Powers of Attorney (included on the signature page in Part II of this Registration Statement)
99.1	Code of Business Conduct and Ethics of the Registrant
99.2	Form of opinion of CM Law Firm regarding certain PRC law matters
99.3	Representation under Item 8.A.4 of Form 20-F

* To be filed by amendment.

** Incorporated by reference to the Registration Statement on Form F-6 to be filed with the Securities and Exchange Commission with respect to American depositary shares representing our ordinary shares.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Nanjing, China on May 27, 2021.

FULL TRUCK ALLIANCE CO. LTD.
By:	/s/ Peter Hui Zhang
	Name:	Peter Hui Zhang
	Title:	Chairman and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Peter Hui Zhang and Simon Chong Cai, and each of them singly, as his or her true and lawful attorney-in-fact and agents, each with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date
/s/ Peter Hui Zhang Peter Hui Zhang	Chairman and Chief Executive Officer (principal executive officer)	May 27, 2021
/s/ Shanshan Guo Shanshan Guo	Director	May 27, 2021
/s/ Guizhen Ma Guizhen Ma	Director	May 27, 2021
/s/ Wenjian Dai Wenjian Dai	Director	May 27, 2021
/s/ Weidong Ji Weidong Ji	Director	May 27, 2021
/s/ Xinzhe Li Xinzhe Li	Director	May 27, 2021
/s/ Simon Chong Cai Simon Chong Cai	Chief Financial Officer (principal financial and accounting officer)	May 27, 2021

II-7

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Full Truck Alliance Co. Ltd. has signed this registration statement or amendment thereto in New York on May 27, 2021.

US Authorized Representative Cogency Global Inc.
By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President

II-8

EX-3.1

Exhibit 3.1

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

FIFTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

FULL TRUCK ALLIANCE CO. LTD.

(As adopted by special resolutions dated November 10, 2020)

1. The name of the Company is Full Truck Alliance Co. Ltd.

2. The Registered Office shall be at the offices of Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands.

3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by law.

4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of The Companies Law.

5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

6. If the Company is an exempted company, it shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

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8. The authorised share capital of the Company is US$500,000 divided into 50,000,000,000 shares of par value of US$ 0.00001 each, of which (i) 33,562,015,467 shares are designated as Class A Ordinary Shares (the “Class A Ordinary Shares”), and 963,610,653 shares are designated as Class B Ordinary Shares (the “Class B Ordinary Shares”); (ii) 1,139,355,179 shares are designated as Series A-1 Preferred Shares (the “Series A-1 Preferred Shares”); (iii) 214,928,417 shares are designated as Series A-2 Preferred Shares (the “Series A-2 Preferred Shares”);(iv) 376,124,693 shares are designated as Series A-3 Preferred Shares (the “Series A-3 Preferred Shares”); (v) 1,431,243,120 shares are designated as Series A-4 Preferred Shares (the “Series A-4 Preferred Shares”); (vi) 736,177,535 shares are designated as Series A-5 Preferred Shares (the “Series A-5 Preferred Shares”); (vii) 397,653,060 shares are designated as Series A-6 Preferred Shares (the “Series A-6 Preferred Shares”); (viii) 695,016,200 shares are designated as Series A-7 Preferred Shares (the “Series A-7 Preferred Shares”); (ix) 392,106,200 shares are designated as Series A-8 Preferred Shares (the “Series A-8 Preferred Shares”); (x) 303,819,062 shares are designated as Series A-9 Preferred Shares (the “Series A-9 Preferred Shares”); (xi) 275,746,785 shares are designated as Series A-10 Preferred Shares (the “Series A-10 Preferred Shares”); (xii) 249,759,201 shares are designated as Series A-11 Preferred Shares (the “Series A-11 Preferred Shares”); (xiii) 429,972,942 shares are designated as Series A-12 Preferred Shares (the “Series A-12 Preferred Shares”); (xiv) 373,889,515 shares are designated as Series A-13 Preferred Shares (the “Series A-13 Preferred Shares”); (xv) 311,574,595 shares are designated as Series A-14 Preferred Shares (the “Series A-14 Preferred Shares”); (xvi) 5,204,626,301 shares are designated as Series A-15 Preferred Shares (the “Series A-15 Preferred Shares”); and 2,942,381,075 shares are designated as Series A-16 Preferred Shares (the “Series A-16 Preferred Shares”); provided always that subject to the Companies Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

2

THE COMPANIES LAW (AS AMENDED)

COMPANY LIMITED BY SHARES

FIFTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

FULL TRUCK ALLIANCE CO. LTD.

(As adopted by special resolutions dated November 10, 2020)

INTERPRETATION

1 In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Articles”	means these articles of association of the Company (including the Schedule A), as amended from time to time by Special Resolution.
“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).
“Charge”	any charge, mortgage or other security interest.
“Charged Shares”	has the meaning given to it in Article 44A of the Articles.
“Chargee”	the person to whom a Charge has been granted or any nominee of that person.
“Company”	means the above-named company.
“Directors”	means the directors for the time being of the Company.
“Memorandum”	means the memorandum of association of the Company, as amended from time to time by Special Resolution.
“Ordinary Resolution”	means a resolution passed by a simple majority of the votes (calculated on an as-converted basis) cast by, or on behalf of, the Shareholders entitled to vote in person or, where proxies are allowed, by proxy at a duly constituted general meeting of the Company or a written resolution signed by holders of a simple majority of the voting power of the outstanding Shares of the Company.

3

“Person”	shall be construed as broadly as possible and shall include an individual, a partnership (including a limited liability partnership), a company, an association, a joint stock company, a limited liability company, a trust, a joint venture, a legal person, an unincorporated organization and a governmental authority.
“Secretary”	means any person appointed by the Directors to perform any of the duties of the secretary of the Company and including any assistant secretary.
“Schedule A”	means the Schedule A attached to these Articles constituting as an integral part hereof.
“Seal”	means the common seal of the Company and includes every duplicate seal.
“Shareholder”	means any individual or entity holding Shares in the Company.
“Shareholders’ Agreement”	means the shareholders’ agreement to be entered, in respect of the Company by and among the Shareholders and certain other parties thereto, in substantially the form as approved in the extraordinary general meetings on November 10, 2020, as may be amended from time to time.
“Share” and “Shares”	means a share or shares in the Company and includes a fraction of a share.
“Special Resolution”	has the same meaning as in the Statute, and includes a unanimous written resolution.
“Statute”	means the Companies Law (2020 Revision) of the Cayman Islands and every statutory modification or re-enactment thereof for the time being in effect.

2 In the Articles:

2.1 words importing the singular number include the plural number and vice versa;

2.2 words importing the masculine gender include the feminine gender;

2.3 words importing persons include corporations;

2.4 “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an electronic record;

4

2.5 references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

2.6 any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

2.7 headings are inserted for reference only and shall be ignored in construing these Articles;

2.8 in these Articles Sections 8 and 19 of the Electronic Transactions Law (2003 Revision) shall not apply; and

2.9 in calculations of share numbers, (a) references to a “fully-diluted basis” mean that the calculation is to be made on the assumption that all shares of the Company then capable of being issued on the exercise of all conversion rights, option, warrants and other contractual rights have been issued, irrespective of whether or not such rights are then exercisable, which determination shall take into account the ESOP Shares, and all classes of shares of the Company are deemed to be converted into Class A Ordinary Shares and (b) references to an “as-converted basis” mean that the calculation is to be made assuming that all Preferred Shares and Class B Ordinary Shares in issue have been converted into Class A Ordinary Shares. All calculations shall be deemed to be on a fully-diluted basis unless otherwise specified. Any share number or per share amount referred to in these Articles shall be appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Class A Ordinary Shares after the date of the Shareholders’ Agreement. Any reference to or calculation of shares in issue shall exclude treasury shares. In calculation of voting power, references to a “voting power” mean the vote(s) of each Share as calculated pursuant to Section 6.1(ii) of the Schedule A.

PRIORITY OF THE PROVISIONS SET OUT IN THE SCHEDULE

3 All provisions set out in the main body of these Articles shall be read in conjunction with and shall be subject to the terms set out in the Schedule A, which provide further details on the rights of holders of preferred shares. In the event of any difference between the provisions set out in the main body of these Articles and the provisions set out in the Schedule A, the provisions set out in the Schedule A shall prevail.

COMMENCEMENT OF BUSINESS

4 The business of the Company may be commenced as soon after incorporation as the Directors shall see fit.

5 The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

5

ISSUE OF SHARES

6 Subject to the other provisions in the Memorandum and these Articles (including Schedule A) (and to any direction that may be given by the Company in general meeting) and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options over or otherwise dispose of Shares (including fractions of a Share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper.

7 The Company shall not issue Shares to bearer.

REGISTER OF SHAREHOLDERS

8 The Company shall maintain or cause to be maintained the register of members in accordance with the Statute.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

9 For the purpose of determining Shareholders entitled to notice of, or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any dividend, or in order to make a determination of Shareholders for any other purpose, the Directors may provide that the register of members shall be closed for transfers for a stated period which shall not in any case exceed forty days. If the register of members shall be closed for the purpose of determining Shareholders entitled to notice of, or to vote at, a meeting of Shareholders the register of members shall be closed for at least ten days immediately preceding the meeting.

10 In lieu of, or apart from, closing the register of members, the Directors may fix in advance or arrears a date as the record date for any such determination of Shareholders entitled to notice of, or to vote at any meeting of the Shareholders or any adjournment thereof, or for the purpose of determining the Shareholders entitled to receive payment of any dividend or in order to make a determination of Shareholders for any other purpose.

11 If the register of members is not so closed and no record date is fixed for the determination of Shareholders entitled to notice of, or to vote at, a meeting of Shareholders or Shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Article, such determination shall apply to any adjournment thereof.

CERTIFICATES FOR SHARES

12 A Shareholder shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and subject to these Articles no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

6

13 The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

14 If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Directors may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

REDEMPTION AND REPURCHASE OF SHARES

15 Subject to the Statute and the other provisions in the Memorandum and these Articles (including Schedule A), the Company may issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. The redemption of such Shares shall be effected in such manner and on the terms as the Company may determine before the issue of the Shares or as set forth in the Articles.

16 Subject to the Statute and other provisions in the Memorandum and these Articles, the Company may purchase its own Shares (including any redeemable Shares).

17 The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

VARIATION OF RIGHTS OF SHARES

18 The provisions of these Articles relating to general meetings shall apply to every class meeting of the holders of one class of Shares except that the necessary quorum shall be one person holding or representing by proxy at least one half of the issued Shares of the class and that any holder of Shares of the class present in person or by proxy may demand a poll.

19 Subject to Schedule A, the rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not in any event be deemed to be varied by (i) the creation or issue of further Shares ranking pari passu therewith or in priority thereto, (ii) the redemption or purchase of shares of any class or series by the Company, or (iii) the change to the director appointment rights of any shareholder of the Company.

COMMISSION ON SALE OF SHARES

20 The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

7

NON RECOGNITION OF TRUSTS

21 The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

LIEN ON SHARES

22 The Company shall have a first and paramount lien on all Shares (whether fully paid-up or not) registered in the name of a Shareholder (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Shareholder or his estate, either alone or jointly with any other person, whether a Shareholder or not, but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such Share shall operate as a waiver of the Company’s lien thereon. The Company’s lien on a Share shall also extend to any amount payable in respect of that Share.

23 The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, if a sum in respect of which the lien exists is presently payable, and is not paid within fourteen clear days after notice has been given to the holder of the Shares, or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the Shares may be sold.

24 To give effect to any such sale the Directors may authorise any person to execute an instrument of transfer of the Shares sold to, or in accordance with the directions of, the purchaser. The purchaser or his nominee shall be registered as the holder of the Shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the sale or the exercise of the Company’s power of sale under these Articles.

25 The net proceeds of such sale after payment of costs, shall be applied in payment of such part of the amount in respect of which the lien exists as is presently payable and any residue shall (subject to a like lien for sums not presently payable as existed upon the Shares before the sale) be paid to the person entitled to the Shares at the date of the sale.

CALL ON SHARES

26 Subject to the terms of the allotment the Directors may from time to time make calls upon the Shareholders in respect of any monies unpaid on their Shares (whether in respect of par value or premium), and each Shareholder shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on the Shares. A call may be revoked or postponed as the Directors may determine. A call may be required to be paid by instalments. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the Shares in respect of which the call was made.

27 A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

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28 The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

29 If a call remains unpaid after it has become due and payable, the person from whom it is due shall pay interest on the amount unpaid from the day it became due and payable until it is paid at such rate as the Directors may determine, but the Directors may waive payment of the interest wholly or in part.

30 An amount payable in respect of a Share on allotment or at any fixed date, whether on account of the par value of the Share or premium or otherwise, shall be deemed to be a call and if it is not paid all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

31 The Directors may issue Shares with different terms as to the amount and times of payment of calls, or the interest to be paid.

32 The Directors may, if they think fit, receive an amount from any Shareholder willing to advance all or any part of the monies uncalled and unpaid upon any Shares held by him, and may (until the amount would otherwise become payable) pay interest at such rate as may be agreed upon between the Directors and the Shareholder paying such amount in advance.

33 No such amount paid in advance of calls shall entitle the Shareholder paying such amount to any portion of a dividend declared in respect of any period prior to the date upon which such amount would, but for such payment, become payable.

FORFEITURE OF SHARES

34 If a call remains unpaid after it has become due and payable the Directors may give to the person from whom it is due not less than fourteen clear days notice requiring payment of the amount unpaid together with any interest, which may have accrued. The notice shall specify where payment is to be made and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to be forfeited.

35 If the notice is not complied with any Share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors. Such forfeiture shall include all dividends or other monies declared payable in respect of the forfeited Share and not paid before the forfeiture.

36 A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person.

37 A person any of whose Shares have been forfeited shall cease to be a Shareholder in respect of them and shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares together with interest at such rate as may be agreed upon between such person and the Company, but his liability shall cease if and when the Company shall have received payment in full of all monies due and payable by him in respect of those Shares.

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38 A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date shall be conclusive evidence of the fact as against all persons claiming to be entitled to the Share. The certificate shall (subject to the execution of an instrument of transfer) constitute a good title to the Share and the person to whom the Share is disposed of shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

39 The provisions of these Articles as to forfeiture shall apply in the case of non payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the par value of the Share or by way of premium as if it had been payable by virtue of a call duly made and notified.

TRANSFER AND TRANSMISSION OF SHARES

40 The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the register of members. The Directors may decline to register any transfer of Shares if such transfer of Shares does not comply with the terms of any agreement between the Company and such transferring Shareholder.

41 If a Shareholder dies the survivor or survivors where he was a joint holder, and his legal personal representatives where he was a sole holder, shall be the only persons recognised by the Company as having any title to his interest. The estate of a deceased Shareholder is not thereby released from any liability in respect of any Share, which had been jointly held by him.

42 Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Shareholder (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors, elect either to become the holder of the Share or to have some person nominated by him as the transferee. If he elects to become the holder, he shall give notice to the Company to that effect, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by that Shareholder before his death or bankruptcy, as the case may be.

43 If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

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44 A person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share. However, he shall not, before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred by ownership in relation to meetings of the Company and the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share. If the notice is not complied with within ninety days of being received or deemed to be received as determined pursuant to the Articles, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

REGISTERED OFFICE

45 Subject to the Statute, the Company may by resolution of the Directors change the location of its registered office.

GENERAL MEETINGS

46 All general meetings other than annual general meetings shall be called extraordinary general meetings.

47 The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

48 The Company may hold an annual general meeting, but shall not (unless required by Statute) be obliged to hold an annual general meeting.

49 The Directors may call general meetings, and they shall on a Shareholders requisition forthwith proceed to convene an extraordinary general meeting of the Company.

50 A Shareholders requisition is a requisition of Shareholders of the Company holding at the date of deposit of the requisition not less than ten percent of the outstanding capital of the Company which as at that date carries the right of voting at general meetings of the Company.

51 The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office, and may consist of several documents in like form each signed by one or more requisitionists.

52 If the Directors do not within twenty-one days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one days.

53 A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

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NOTICE OF GENERAL MEETINGS

54 Written notice shall be given not less than ten (10) days nor more than sixty (60) days before the date of any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

54.1 in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat; and

54.2 in the case of an extraordinary general meeting, by a majority in number of the Shareholders (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than eighty five percent of the outstanding Shares giving that right.

55 The accidental omission to give notice of a general meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

PROCEEDINGS AT GENERAL MEETINGS

56 No business shall be transacted at any general meeting unless a quorum is present. Unless otherwise provided by law or the Articles, two-thirds of the Ordinary Shares and sixty percent (60%) of preferred shares, present in person or represented by proxy, shall constitute a quorum at a meeting of Shareholders.

57 A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

58 A resolution in writing (in one or more counterparts) signed (i) in case of a Special Resolution, by all Shareholders for the time being entitled to receive notice of and to attend and vote at general meetings (or, being corporations, signed by their duly authorised representatives); or (ii) in case of an Ordinary Resolution, by holders of a simple majority of the voting power of the outstanding Shares of the Company, shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

59 If a quorum is not present within half an hour from the time appointed for the meeting or if during such a meeting a quorum ceases to be present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day, time or such other place as the Directors may determine with notice of such meeting delivered to all Shareholders at least three (3) Business Days prior to the adjourned meeting (the “Adjourned General Meeting”) in accordance with the notice procedures hereunder and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Shareholders present shall be a quorum.

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60 The chairman, if any, of the board of Directors shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be chairman of the meeting.

61 If no Director is willing to act as chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Shareholders present shall choose one of their number to be chairman of the meeting.

62 The chairman may, with the consent of a meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

63 A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, the chairman demands a poll, or any other Shareholder or Shareholders collectively present in person or by proxy and holding at least ten percent of the outstanding Shares giving a right to attend and vote at the meeting demand a poll.

64 Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

65 The demand for a poll may be withdrawn.

66 Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

67 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

68 Intentionally Deleted.

VOTES OF SHAREHOLDERS

69 Subject to Schedule A and any rights or restrictions attached to any Shares, on a show of hands every Shareholder who (being an individual) is present in person or by proxy or, if a corporation or other non-natural person is present by its duly authorised representative or proxy, every Shareholder shall have one vote for every Share of which he is the holder.

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70 In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members.

71 A Shareholder of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis, or other person on such Shareholder’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

72 No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a class of Shares unless he is registered as a Shareholder on the record date for such meeting nor unless all calls or other monies then payable by him in respect of Shares have been paid.

73 No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

74 On a poll or on a show of hands votes may be cast either personally or by proxy. A Shareholder may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Shareholder appoints more than one proxy the instrument of proxy shall state which proxy is entitled to vote on a show of hands.

75 A Shareholder holding more than one Share need not cast the votes in respect of his Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

PROXIES

76 The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Shareholder of the Company.

77 The instrument appointing a proxy shall be deposited at the Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting or, if the meeting is adjourned, the time for holding such adjourned meeting.

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78 The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

79 Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the registered office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

79A Where a Shareholder (the “Relevant Shareholder”) appoints a proxy by an instrument in writing and the appointment is expressed to be irrevocable and is given to secure a proprietary interest of, or the performance of an obligation owed by the Relevant Shareholder to, the proxy:

(a) the instrument of proxy may not be revoked by the Relevant Shareholder without the prior written consent of the proxy while the proprietary interest exists or the obligation has not been discharged in full;

(b) the instrument of proxy will not be revoked by the Relevant Shareholder attending any meeting of Shareholder, and if the Relevant Shareholder does attend a meeting of Shareholder, the Relevant Shareholder may not exercise the voting rights attaching to the shares to which the instrument of proxy relates;

(c) only the relevant proxy may cast the vote of the Shareholder represented by such instrument of proxy (whether at a meeting (whether by way of poll or on a show of hands) or by way of signing a written resolution of the Shareholders); and

(c) a written notice from the proxy that a proprietary interest exists or an obligation has not been discharged in full will (in the absence of fraud) be conclusive evidence of that fact.

CORPORATE SHAREHOLDERS

80 Any corporation or other non-natural person which is a Shareholder may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Shareholder.

SHARES THAT MAY NOT BE VOTED

81 Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

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DIRECTORS

82 Except as otherwise provided herein or by Schedule A, the number of Directors of the Company shall be determined from time to time by the Shareholders at a general or extraordinary meeting or by written consent.    Each Director shall hold office until such Director’s successor is elected and qualified or until such Director’s earlier resignation or removal. Any Director may resign at any time upon written notice to the Company.

POWERS OF DIRECTORS

83 Subject to the Statute and the other provisions in the Memorandum and these Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

84 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution.

85 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

86 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

APPOINTMENT AND REMOVAL OF DIRECTORS

87 Except as otherwise provided in Schedule A, Directors shall be appointed by the Shareholders at a general or extraordinary meeting or by written consent. Appointments or elections of Directors need not be by written ballot.

88 Except as otherwise provided herein, vacancies in the Board of Directors may be filled by an appointment either at a general or extraordinary meeting of the Shareholders called for that purpose or by written consent of the Shareholders. Any Directors appointed by the Shareholders to fill a vacancy shall hold office for the balance of the term for which he or she was appointed.

VACATION OF OFFICE OF DIRECTOR

89 Subject to the other provisions in the Memorandum and these Articles (including Schedule A), the office of a Director shall be vacated if:

89.1 he gives notice in writing to the Company that he resigns the office of Director; or

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89.2 if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office; or

89.3 if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; or

89.4 if he is found to be or becomes of unsound mind.

PROCEEDINGS OF DIRECTORS

90 Subject to the other provisions in the Memorandum and these Articles (including Schedule A), the Directors may regulate their proceedings as they think fit. Subject to the other provisions in the Memorandum and these Articles (including Schedule A), questions arising at any Board meeting shall be decided by a majority of the votes of the Directors and alternate Directors present at a meeting at which there is a quorum. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

91 A person may participate in a meeting of the Directors or committee of Directors by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

92 A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor) shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

93 A Director or alternate Director may, or other officer of the Company on the requisition of a Director or alternate Director shall, call a meeting of the Directors by at least seven days’ notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held.

94 The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

95 The Directors may elect a chairman of their board and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

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96 All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.

97 Any non-employee Director who expects to be unable to attend a Board of Director meeting because of absence, illness or otherwise, may appoint any person to be an alternate Director to act in his stead and such appointee whilst he holds office as an alternate director shall, in the event of absence therefrom of his appointor, be entitled to attend the Board of Director meeting and to vote thereat and to do, in the place and stead of his appointor, any other act or thing that his appointor is permitted or required to do by virtue of his being a Director as if the alternate Director were the appointor, other than appointment of an alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. A Director but not an alternate Director may be represented at any meetings of the Board of Directors by a proxy appointed in writing by him. The proxy shall count towards the quorum and the vote of the proxy shall for all purposes be deemed to be that of the appointing Director.

PRESUMPTION OF ASSENT

98 A Director of the Company who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIRECTORS’ INTERESTS

99 A Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

100 A Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director or alternate Director.

101 A Director or alternate Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director or alternate Director shall be accountable to the Company for any remuneration or other benefits received by him as a director or officer of, or from his interest in, such other company.

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102 No person shall be disqualified from the office of Director or alternate Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is interested provided that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

103 A general notice that a Director or alternate Director is a shareholder, director, officer or employee of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure for the purposes of voting on a resolution in respect of a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

MINUTES

104 The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of Directors including the names of the Directors or alternate Directors present at each meeting.

DELEGATION OF DIRECTORS’ POWERS

105 The Directors may delegate any of their powers to any committee consisting of one or more Directors. They may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him provided that an alternate Director may not act as managing director and the appointment of a managing director shall be revoked forthwith if he ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

106 Subject to other provisions of these Articles (including the Schedule A), the Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of any such committee, local board or agency shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

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107 The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

108 The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him.

109 Subject to other provisions of these Articles (including the Schedule A), the Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of his appointment an officer may be removed by resolution of the Directors or Shareholders.

ALTERNATE DIRECTORS

110 Any Director (other than an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him.

111 An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, and generally to perform all the functions of his appointor as a Director in his absence.

112 An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

113 Any appointment or removal of an alternate Director shall be by notice to the Company signed by the Director making or revoking the appointment or in any other manner approved by the Directors.

114 An alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him.

NO MINIMUM SHAREHOLDING

115 The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

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REMUNERATION OF DIRECTORS

116 The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or general meetings of the Company, or separate meetings of the holders of any class of Shares or debentures of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

117 The Directors may by resolution approve additional remuneration to any Director for any services other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

SEAL

118 The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose.

119 The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

120 A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his signature alone to any document of the Company required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

121 Subject to the Statute, Schedule A and the other provisions in the Memorandum and these Articles, the Directors may declare dividends and distributions on Shares in issue and authorise payment of the dividends or distributions out of the funds of the Company lawfully available therefor. No dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.

122 The Directors may deduct from any dividend or distribution payable to any Shareholder all sums of money (if any) then payable by him to the Company on account of calls or otherwise.

123 The Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures, or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Shareholders upon the basis of the value so fixed in order to adjust the rights of all Shareholders and may vest any such specific assets in trustees as may seem expedient to the Directors.

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124 Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the register of members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders.

125 No dividend or distribution shall bear interest against the Company.

126 Any dividend which cannot be paid to a Shareholder and/or which remains unclaimed after six months from the date of declaration of such dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the dividend shall remain as a debt due to the Shareholder. Any dividend which remains unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.

126A Notwithstanding anything contained in these Articles, the Directors shall not deduct from any dividend or distribution payable to any Chargee any money (if any) payable by any Shareholder to the Company on account of calls or otherwise.

CAPITALISATION

127 The Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Shareholders in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Shareholders concerned). The Directors may authorise any person to enter on behalf of all of the Shareholders interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

22

BOOKS OF ACCOUNT

128 The Directors shall cause proper books of account to be kept with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Such books of account must be retained for a minimum period of five years from the date on which they are prepared. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

129 In addition to the Company’s contractual rights, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors and no Shareholder (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorised by the Directors or by the Company in general meeting.

130 The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

AUDIT

131 Subject to other provisions of these Articles (including the Schedule A), the Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors, and may fix his or their remuneration.

132 Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

133 Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any other time during their term of office, upon request of the Directors or any general meeting of the Shareholders.

NOTICES

134 Notices shall be in writing and may be given by the Company to any Shareholder either personally or by sending it by courier, post, cable, telex, fax or e-mail to him or to his address as shown in the register of members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Shareholder). Any notice, if posted from one country to another, is to be sent via FedEx or a similar internationally recognized carrier.

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135 Where a notice is sent by courier, service of the notice shall be deemed to be effected by delivery of the notice to a courier company, and shall be deemed to have been received on the third day (not including Saturdays or Sundays or public holidays) following the day on which the notice was delivered to the courier. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

136 A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Shareholder in the same manner as other notices which are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

137 Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Shareholder in the register of members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of members and every person upon whom the ownership of a Share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Shareholder of record where the Shareholder of record but for his death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

INDEMNITY

138 Every Director, agent or officer of the Company shall be indemnified to the fullest extent permissible under the law against any liability incurred by him as a result of any act or failure to act in carrying out his functions other than such liability (if any) that he may incur by his own actual fraud or wilful default. No such Director, agent or officer shall be liable to the Company for any loss or damage in carrying out his functions unless that liability arises through the actual fraud or wilful default of such Director, agent or officer. References in this Article to actual fraud or wilful default mean a finding to such effect by a competent court in relation to the conduct of the relevant party.

FINANCIAL YEAR

139 Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

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TRANSFER BY WAY OF CONTINUATION

140 If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and the Memorandum and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

MERGERS AND CONSOLIDATIONS

141 Subject to Schedule A, the Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

25

SCHEDULE A

The holders of the Ordinary Shares (as defined below) and the Preferred Shares (as defined below) shall, in addition to any other rights conferred on them under the main body of the Memorandum and Articles of Association of the Company, as may be amended from time to time (the “Articles”), have the rights, preferences and restrictions set out in this Schedule A (this “Schedule A”), which forms part of the Articles. In the event of any inconsistency between the provisions set out herein and other provisions of the main body of the Articles, the provisions set out herein shall prevail to the extent permitted by Applicable Laws.

1.    Definitions. The capitalized terms used in this Schedule A shall have the following meanings:

“Additional Number” has the meaning set forth in Section 3.2(ii).

“Additional Refusal Period” has the meaning set forth in Section 4.5.

“Affiliate” means, with respect to a Person, any Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person; provided, that with respect to any Investor, an Affiliate of such Investor shall include any general partner, officer or director of such Investor and any fund now or hereafter existing which is Controlled by or under common Control with one or more general partners or shares the same management company with such Investor, and any wholly-owned Subsidiaries of such fund. Notwithstanding the foregoing, the parties acknowledge and agree that (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of these Articles to the contrary, these Articles shall not be binding on, or restrict the activities of, any (i) Sequoia Entity outside of the Sequoia China Sector Group , (ii) entity primarily engaged in investment and trading in the secondary securities market; (iii) the ultimate beneficial owner of an Sequoia Entity (or its general partner or ultimate general partner) who is a natural Person, and such Person’s relatives (including but without limitation, such Person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law), (iv) any officer, director or employee of a Sequoia Entity (or its general partner or ultimate general partner) and such Person’s relatives, and (v) for the avoidance of doubt, any portfolio companies of any Sequoia Entity and portfolio companies of any affiliated investment fund or investment vehicle of any Sequoia Entity. For purposes of the foregoing, the “Sequoia China Sector Group” means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused on companies located in, or with connections to, the People’s Republic of China that are exclusively managed by Sequoia Capital. With respect to SVF, its “Affiliate” or “Affiliates” means (i) any shareholder of SVF that Controls SVF, (ii) any of such shareholder’s or SVF’s general partners, (iii) the fund manager managing such shareholder or SVF (and general partners thereof) and other funds managed by such fund manager, (iv) the fund managed by SVF and any wholly-owned subsidiaries of such fund.

“All-Stars” means All-Stars SP VI Limited, All-Stars PESP II Limited, and All-Stars SP VIII Limited and PESP VIII Limited.

“AMC Funds” means IFC Catalyst Fund, LP and IFC Global Emerging Markets Fund of Funds, LP. (or its wholly-owned investment holding vehicle).

Sch. A-1

“Annual Business Plan” means the annual business plan and budget prepared by the Company.

“Applicable Laws” means, with respect to any Person, all applicable provisions of all (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) approvals and consents of any Governmental Authority, and (c) notices, orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority.

“Baidu Capital” means Baidu Capital L.P.

“Board” means the board of directors of the Company.

“Business Day” means any day other than a Saturday, Sunday or public holiday in the PRC, Hong Kong, Japan, UK, Singapore or Cayman Islands, when banks are generally open for business.

“Change of Control” means (i) (x) any consolidation, amalgamation or merger of the Company with or into any other Person or any other corporate reorganization, in which the Shareholders of the Company immediately prior to such consolidation, amalgamation, merger or reorganization, own less than 50% of the voting power of the Company or the surviving entity immediately after such consolidation, merger, amalgamation or reorganization or (y) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred, but excluding any transaction effected solely for tax purposes or to change the Company’s domicile; (ii) a sale, lease or other disposition of all or substantially all of the assets of the Group or (iii) an exclusive license of all or substantially all of the intellectual property of the Group, in each case other than (a) a consolidation with a wholly-owned Subsidiary of the Company; and (b) a merger effected exclusively to change the domicile of the Company.

“Class A Ordinary Shares” means the class A ordinary shares in the capital of the Company with a par value of US$0.00001 each having the rights, preferences, privileges and restrictions set out in these Articles.

“Class B Ordinary Shares” means the class B ordinary shares in the capital of the Company with a par value of US$0.00001 each having the rights, preferences, privileges and restrictions set out in these Articles.

“Closing” has the meaning set forth in the Subscription Agreement.

“Competitor” means the entities listed in Exhibit A (as the “Competitor List”) hereto and any Affiliate of such entities.

“Control” means, when used with respect to any Person, (i) ownership of more than 50% of the Equity Securities of such Person, or (ii) the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

Sch. A-2

“Control Agreements” means collectively the following documents in connection with the VIEs: (i) the following contracts entered into among Jiangsu Man Yun Logistics Information Co., Ltd., the YMM VIE Entities and the shareholders of each YMM VIE Entity: (a) Exclusive Technical Support and Service Agreements (独家技术支持和技术服务协议) entered into by and between the Jiangsu Man Yun Logistics Information Co., Ltd. and each YMM VIE Entity, (b) Exclusive Option Agreements (独家购买权协议) entered into by and among Jiangsu Man Yun Logistics Information Co., Ltd., each YMM VIE Entity and each equity holder of such YMM VIE Entity, (c) Voting Agreements (表决权代理协议) entered into by each equity holder of each YMM VIE Entity, each YMM VIE Entity and the Jiangsu Man Yun Logistics Information Co., Ltd., (d) Equity Pledge Agreements (股权质押合同) entered into by and among the Jiangsu Man Yun Logistics Information Co., Ltd., each YMM VIE Entity and each equity holder of such YMM VIE Entity, and (v) Spouse Consent Letter issued by the spouse of each equity holder of such YMM VIE Entity, and (ii) a series of contracts entered into by and among Manbang Information Consulting Co., Ltd. (满帮信息咨询有限公司), Guiyang Huochebang Technology Co., Ltd. (贵阳货车帮科技有限公司) and its registered shareholders, including the exclusive Share Option and Share Trust Agreement (《独家购股权及股权托管协议》), the Exclusive Management Consulting and Technical Services Agreement 《(独家管理咨询与技术服务协议》), the Share Pledge Agreements (《股权质押协议》), the Power of Attorney issued by each registered shareholder of Guiyang Huochebang Technology Co., Ltd. (贵阳货车帮科技有限公司) and the Spouse Consent Letters issued by the spouse of the individual registered shareholders of Guiyang Huochebang Technology Co., Ltd. (贵阳货车帮科技有限公司).

“Conversion Price” means the conversion price of the Preferred Shares as adjusted from time to time in accordance with Section 10.

“CR Holders” has the meaning set forth in Section 10.

“CR Shares” has the meaning set forth in Section 10.

“Director” means a director of the Company.

“Drag-Along Sale” has the meaning set forth in Section 5.1(i).

“Drag Completion Date” has the meaning set forth in Section 5.1(ii).

“Drag Notice” has the meaning set forth in Section 5.1(ii).

“Dragging Shareholders” has the meaning set forth in Section 5.1(i).

“Dragged Shareholders” has the meaning set forth in Section 5.1(i).

“Dragged Shares” has the meaning set forth in Section 5.1(ii).

“Eastern Bell” means Eastern Bell V Investment Limited.

“Effective Time” means December 27, 2017.

“Equity Securities” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

Sch. A-3

“ESOP Plan” means the share incentive plan adopted (and amended or restated from time to time) by the Board in accordance with the Shareholders’ Agreement, under which (i) 1,525,679,641 Class A Ordinary Shares have been reserved as of the date hereof for grant of share based incentive awards to officers, directors, employees of the Company or other qualified individuals pursuant to the ESOP Plan; (ii) any Equity Securities that have been repurchased by the Company from time to time in accordance with the Minutes of an extraordinary general meeting of the Company passed on September 10, 2019 will be re-designated as Class A Ordinary Shares and be reserved for issuance under the ESOP Plan upon their repurchase by the Company from time to time and (iii) 1,017,523,059 Class A Ordinary Shares have been issued to MASTER QUALITY GROUP LIMITED pursuant to the exercise of options by certain beneficiaries of Core Trust Company Limited in accordance therewith.

“ESOP Shares” means the Equity Securities reserved or granted pursuant to the then effective ESOP Plan.

“Exercising Holder” has the meaning set forth in Section 4.5.

“Existing Shareholders” means collectively, the holders of Shares of the Company prior to the Closing.

“Final Remaining Offered Securities” has the meaning set forth in Section 4.5.

“First Refusal Period” has the meaning set forth in Section 4.3.

“First Transfer Notice” has the meaning set forth in Section 4.3.

“Founders” means each of YMM Founder and HCB Founder, and “Founder” means any one of them.

“Founder Holding Companies” means each of YMM Founder Holding Company and HCB Founder Holding Company, and “Founder Holding Company” means any one of them.

“Founder Parties” means the Founders and the Founder Holding Companies.

“Fourth Transfer Notice” has the meaning set forth in Section 4.5.

“General Redemption Right” has the meaning set forth in Section 9.1.

“Genesis” means Genesis Capital I LP.

“Governmental Authority” means (i) any court, tribunal, arbitrator, authority, agency, commission, official, governing body of any securities exchange or self-regulating organization or other instrumentality of the PRC, any foreign country or any domestic or foreign state, county, city or other political subdivision, and their respective local and provincial branches or departments, (ii) any other national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank, or (iii) any public international organization, or (iv) any entity or enterprise owned or Controlled by a government.

Sch. A-4

“Group CEO” has the meaning set forth in Section 6.4(i).

“Group Companies” or the “Group” includes the Company, YMM Group Companies and HCB Group Companies, and “Group Company” means any one of them.

“HCB” means Truck Alliance Inc.

“HCB Founders” and “HCB Founder Holding Companies” are as listed in Exhibit B-2 hereto.

“HCB Group” includes HCB, HCB HK Company, HCB WFOE and all Subsidiaries of HCB, and “HCB Group Company” means any one of them.

“HCB HK Company” means Full Truck Alliance (HK) Limited.

“HCB Investors” are as listed in Exhibit C-2 hereto and each, a “HCB Investor”.

“HCB WFOE” means Manbang Information Consulting Co., Ltd. (满帮信息咨询有限公司).

“Hillhouse” means Hillhouse TCA TRK Holdings Limited.

“HK Companies” means collectively the HCB HK Company and the YMM HK Company.

“Holders” means any Person holding any outstanding Registrable Shares and/or Registrable Securities (as adjusted for share dividends, splits, combinations, recapitalizations or similar events), and the “Holder” means any of them.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“IFC” means the International Finance Corporation, an international organization established by articles of agreement among its member countries including the PRC.

“IFC/AMC Funds Exit Consideration” has the meaning set forth in Section 5.2(ii).

“IFC/AMC Funds Notice Period” has the meaning set forth in Section 5.2(ii).

“IFC/AMC Funds Redemption Date” has the meaning set forth in Section 9.6.

“IFC/AMC Funds Redemption Price” has the meaning set forth in Section 9.6.

“IFC/AMC Funds Redemption Shares” has the meaning set forth in Section 9.6.

“IFC/AMC Funds Request Notice” has the meaning set forth in Section 9.6.

“Information Rights” has the meaning set forth in Section 2.1(vii).

“Information Rights Holder” means any Shareholder holding 10,000,000 or more Shares (as adjusted for Recapitalizations).

“Inspection Rights” has the meaning set forth in Section 2.2.

Sch. A-5

“Inspection Rights Holder” means (i) any Shareholder holding 2% or more of the Shares on a fully-diluted and as-converted basis, or (ii) any HCB Investor or YMM Investor who has inspection rights under the Prior Shareholders’ Agreement.

“Investors” means each of the YMM Investors, the HCB Investors, the Series A-15 Investors and the Series A-16 Investors, and an “Investor” means any one of them.

“Investor Directors” or “Investor Directors” has the meaning set forth in Section 6.2(i).

“IPO” means a bona fide underwritten initial public offering of Class A Ordinary Shares.

“Issuance Notice” has the meaning set forth in Section 3.2(i).

“Key Subsidiaries” means (i) all entities incorporated in the PRC that are Controlled by any of the HK Companies or any of the WFOEs with an actual paid-up registered capital of at least RMB50,000,000, and (ii) the Persons listed in of Schedule II of the Shareholders’ Agreement.

“Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental Authority.

“Liquidation Event” has the meaning set forth in Section 8.1(i).

“Management Authority” has the meaning set forth in Section 6.4(ii)

“Management Director” has the meaning set forth in Section 6.2(i).

“Management Founder” means YMM Founder.

“Management Founder’s Special Transferees” has the meaning set forth in Section 6.2(i).

“Majority Series A Preferred Holders” means the holders of at least sixty percent (60%) of the voting power of the outstanding Series A Preferred Shares on an as-converted basis.

“Majority Shareholders” means (i) the holders of at least sixty percent (60%) of the voting power of the outstanding Series A Preferred Shares voting as one class on an as-converted basis, and (ii) the Group CEO, so long as the Group CEO directly or indirectly holds any Shares of the Company.

“Matters Reserved to the Board” has the meaning set forth in Section 6.2(v).

“Matters Reserved to the Shareholders’ Meeting” has the meaning set forth in Section 6.1(iii).

Sch. A-6

“New Securities” means any Equity Securities, debt or other securities of any kind of the Company whether now or hereafter authorized; provided that the term “New Securities” does not include (i) Class A Ordinary Shares issued upon conversion of the Preferred Shares; (ii) Class A Ordinary Shares issuable to employees, professional consultants, or directors of the Company pursuant to the ESOP Plan approved by the Board; (iii) Equity Securities as a dividend or distribution on the Preferred Shares; (iv) securities issued in a Qualified IPO; (v) any issuance of Equity Securities in connection with any share split, share dividend or other similar event; (vi) any issuance of Equity Securities pursuant to the acquisition of another Person by the Company approved by the Board; and (vii) any issuance of Equity Securities at each Closing and/or each Subsequent Closing or any issuance of Unissued Shares under the Subscription Agreement; and (viii) securities issuable pursuant to strategic alliances, technology licenses or equipment lease, real estate lease, loan and financing arrangement and bank financing arrangements approved by the Board.

“Non-qualified IPO Notice” has the meaning set forth in Section 9.2.

“Observer” has the meaning set forth in Section 2.3.

“Observer Rights” has the meaning set forth in Section 2.3.

“Offered Securities” has the meaning set forth in Section 4.3.

“Ordinary Shares” means collectively, the Class A Ordinary Shares and the Class B Ordinary Shares, each of which with par value US$0.00001.

“Ordinary Share Equivalents” means preferred shares, bonds, loans, warrants, options and any other rights convertible, exercisable or exchangeable for Ordinary Shares and instruments convertible or exercisable or exchangeable for Ordinary Shares, including the Preferred Shares.

“Original Purchase Price” means the Series A Original Purchase Price (for the Series A Preferred Shares other than Series A-15 Preferred Shares and Series A-16 Preferred Shares), the Series A-15 Original Purchase Price (for the Series A-15 Preferred Shares) or the Series A-16 Original Purchase Price (for the Series A-16 Preferred Shares).

“Other Ordinary Shareholders” are as listed in Exhibit D hereto and an “Other Ordinary Shareholder” means any one of them.

“Oversubscription Notice” has the meaning set forth in Section 3.2(ii).

“Oversubscription Period” has the meaning set forth in Section 3.2(ii).

“Oversubscription Right” has the meaning set forth in Section 3.1.

“Permira” means Permira PGO1 SPV Limited, a limited liability company incorporated in Guernsey.

“Permira Redemption Shares” has the meaning set forth in Section 4.7.

“Permitted Recipient” has the meaning set forth in Section 2.1.

“Permitted Transferee” has the meaning set forth in Section 4.7.

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

Sch. A-7

“PESP” means PESP VIII Limited.

“PRC” means the People’s Republic of China, but solely for the purposes of these Articles, excluding Hong Kong, Macau Special Administrative Region and Taiwan.

“PRC GAAP” means generally accepted accounting principles in the PRC, applied on a consistent basis.

“PRC Subsidiaries” means the WFOEs and all domestic companies registered in the PRC which are Controlled by the HK Company or the WFOE, including, the Key Subsidiaries.

“Preferred Liquidation Amount” means an amount equal to one hundred percent (100%) of the applicable Original Purchase Price.

“Preferred Redemption Amount” means an amount equal to one hundred percent (100%) of the applicable Original Purchase Price.

“Preemption Participating Holder” has the meaning set forth in Section 3.2(i).

“Preemption Period” has the meaning set forth in Section 3.2(i).

“Preemptive Rights” has the meaning set forth in Section 3.1.

“Preferred Shares” or “Series A Preferred Shares” means collectively, the Series A-1 Preferred Shares, the Series A-2 Preferred Shares, the Series A-3 Preferred Shares, the Series A-4 Preferred Shares, the Series A-5 Preferred Shares, the Series A-6 Preferred Shares, the Series A-7 Preferred Shares, the Series A-8 Preferred Shares, the Series A-9 Preferred Shares, the Series A-10 Preferred Shares, the Series A-11 Preferred Shares, the Series A-12 Preferred Shares, the Series A-13 Preferred Shares, the Series A-14 Preferred Shares, the Series A-15 Preferred Shares and the Series A-16 Preferred Shares.

“PR Holder” or “PR Holders” has the meaning set forth in Section 3.1.

“Principal Business” means intercity full-truck-load freight transaction services (excluding special vehicles).

“Prior Shareholders’ Agreement” means the fourth amended and restated shareholders’ agreement entered into among the Existing Shareholders and certain other parties on August 8, 2020.

“Proposed Issuance” has the meaning set forth in Section 3.2(i).

“Proposed Recipient” has the meaning set forth in Section 3.1.

“Proposed Transfer” has the meaning set forth in Section 4.3.

“Qualified Exchange” means (i) the New York Stock Exchange, the NASDAQ Stock Market’s Global Market System or the Main Board of the Hong Kong Stock Exchange or (ii) any other exchange of recognized international reputation and standing duly approved by the Shareholders in accordance with Section 6.1(iii).

Sch. A-8

“Qualified IPO” means an IPO on a Qualified Exchange based on a pre-money valuation of the Company implying a per share price of the Company’s Shares as-converted basis (as adjusted for any Recapitalizations) of not less than (i) 130% of the Series A-16 Original Purchase Price, if such IPO is consummated on or before June 30, 2022; or (ii) 150% of the Series A-16 Original Purchase Price, if such IPO is consummated after June 30, 2022, and that will bring net offering proceeds to the Company, after deduction of underwriting discounts and registration expenses, of at least US$1,000,000,000.

“Recapitalizations” means any share split, share dividend, share combination or consolidation, recapitalization or other similar event in relation to the shares of the Company.

“Redemption Date” has the meaning set forth in Section 9.3.

“Redemption Funds” has the meaning set forth in Section 9.9(i).

“Redemption Notice” has the meaning set forth in Section 9.2.

“Redemption Price” has the meaning set forth in Section 9.2.

“Redemption Request” has the meaning set forth in Section 9.1.

“Redemption Requesting Holders” has the meaning set forth in Section 9.1.

“Redemption Right” has the meaning set forth in Section 9.

“Redemption Shares” has the meaning set forth in Section 9.1.

“Related Party” has the meaning set forth in Section 5.2(ii).

“Requisite Shareholders” means Shareholders holding at least 2/3 of the voting power of all outstanding Shares on an as-converted basis, including Shareholders holding at least 60% of the voting power of all outstanding Preferred Shares on an as-converted basis and the Group CEO (for so long as he directly or indirectly holds any Shares of the Company).

“ROFR Holder” has the meaning set forth in Section 4.5.

“Shares” means, collectively, the Ordinary Shares and the Preferred Shares.

“Shareholders” means (i) each of the holders of the Shares and (ii) any other Person who becomes a shareholder of the Company in accordance with the terms of the Shareholders’ Agreement and becomes a party to the Shareholders’ Agreement, in each case for so long as such Person remains a shareholder of the Company, and in the case of any Shareholder that is a natural person shall be deemed to include the estate of such Shareholder and the executor, conservator, committee or other similar legal representative of such Shareholder or such Shareholder’s estate following the death or incapacitation of such Shareholder.

“Shareholders’ Meeting” has the meaning set forth in Section 6.1(i).

“Sale Agreement” has the meaning set forth in Section 5.1(ii).

“Second Refusal Period” has the meaning set forth in Section 4.5.

Sch. A-9

“Second Transfer Notice” has the meaning set forth in Section 4.5.

“Securities Act” means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Ordinary Shareholder” has the meaning set forth in Section 4.1.

“Selling Shareholder” has the meaning set forth in Section 4.3.

“Series A Original Purchase Price” means with respect to each Series A Preferred Share (other than Series A-15 Preferred Share and Series A-16 Preferred Share), the applicable Series A Original Purchase Price set forth in Exhibit F hereto (as adjusted for any Recapitalizations).

“Series A Preference Amount” means an amount equal to one hundred thirty percent (130%) of the applicable Series A Original Purchase Price (as adjusted for Recapitalization) for each Series A Preferred Share, plus any declared but unpaid dividends thereon.

“Series A-15 Investors” are as listed in Exhibit C-3 hereto and a “Series A-15 Investor” means any one of them.

“Series A-15 Original Purchase Price” means, for each Series A-15 Preferred Share, US$0.36740095 (as adjusted for any Recapitalizations).

“Series A-15 Preference Amount” means an amount equal to one hundred thirty percent (130%) of the Series A-15 Original Purchase Price for each Series A-15 Preferred Share, plus any declared but unpaid dividends thereon..

“Series A-15 Preferred Shares” means the Series A-15 Preferred Shares, par value US$0.00001 per share, of the Company.

“Series A-16 Investors” means the holders of Series A-16 Preferred Shares including those listed in Exhibit C-4 hereto and a “Series A-16 Investor” means any one of them.

“Series A-16 Original Purchase Price” means, for each Series A-16 Preferred Share, US$0.57436476 (as adjusted for any Recapitalizations).

“Series A-16 Preference Amount” means an amount equal to one hundred thirty percent (130%) of the Series A-16 Original Purchase Price for each Series A-16 Preferred Share, plus any declared but unpaid dividends thereon.

“Series A-16 Preferred Shares” means the Series A-16 Preferred Shares, par value US$ 0.00001 per share, of the Company.

“Series A-16 Redemption Request” has the meaning set forth in Section 6.1(i).

“Series A-16 Redemption Right” has the meaning set forth in Section 9.2.

“Special Redemption Notice” has the meaning set forth in Section 5.2(i).

“Special Sale Event” has the meaning set forth in Section 5.2(i).

Sch. A-10

“Special Sale Notice” has the meaning set forth in Section 5.2(i).

“Subscription Agreement” means the Share Subscription Agreement to be entered, by and among the Company, certain Series A-16 Investors and certain other parties thereto, in substantially the form as approved in the extraordinary general meetings on November 10, 2020.

“Subsidiary” means, with respect to any Person, (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by such Person, either directly or indirectly, (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which such Person is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner, or (iii) any variable interest entity controlled by such Person or its Subsidiary.

“Subsidiary Board” has the meaning set forth in Section 6.2(iii).

“SVF” means SVF Truck (Singapore) Pte. Ltd., a private company limited by shares established under the laws of Singapore.

“SVF Special Redemption Date” has the meaning set forth in Section 9.7.

“SVF Special Redemption Price” has the meaning set forth in Section 9.7.

“SVF Special Redemption Shares” has the meaning set forth in Section 9.7.

“SVF Special Request Notice” has the meaning set forth in Section 9.7.

“Tag-Along Right” has the meaning set forth in Section 5.3.

“Tag Notice” has the meaning set forth in Section 5.1(ii).

“Tag Securities” has the meaning set forth in Section 5.3.

“Tag Transferee” has the meaning set forth in Section 5.1(ii).

“Tag Holder” has the meaning set forth in Section 5.1(ii).

“Tagged Redemption Right” has the meaning set forth in Section 9.8.

“Third Transfer Notice” has the meaning set forth in Section 4.5.

“Transaction Documents” means the Shareholders’ Agreement, the Subscription Agreement and these Articles.

“Transfer” means sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or otherwise disposal of, or grant any interest or right with respect to, directly or indirectly, through one or a series of transactions, any Ordinary Shares or any Ordinary Share Equivalents (as applicable).

“US GAAP” means the generally accepted accounting principles in the United States, applied on a consistent basis.

Sch. A-11

“WFOE” means YMM WFOEs and HCB WFOE.

“YMM” means Full Truck Logistics Information Co. Ltd.

“YMM Founders” and “YMM Founder Holding Companies” are as listed in Exhibit B-1 hereto.

“YMM Group” includes YMM, YMM HK Company, YMM WFOEs and all the Subsidiaries of YMM, and “YMM Group Company” means any one of them.

“YMM HK Company” means Lucky Logistics Information Limited.

“YMM Investors” are as listed in Exhibit C-1 hereto and each, and “YMM Investor” means any one of them.

“YMM VIE Entities” means Beijing Yun Man Man Technology Co., Ltd. (北京运满满科技有限公司) and Shanghai Xi Wei Information Consultation Co., Ltd. (上海细微信息咨询有限公司).

“YMM WFOEs” means Jiangsu Man Yun Logistics Information Co., Ltd. (江苏满运物流信息有限公司) and Nanjing Yun Man Man Investment Co., Ltd. (南京运满满投资有限公司), and “YMM WFOE” means any one of them.

2.     Information, Inspection and Observer Rights.

2.1     Information Rights. The Group Companies covenant and agree and each Information Rights Holder agrees with the Company, that, unless otherwise agreed between such Information Rights Holder and the Company, commencing on the date hereof, the Company will deliver to each Information Rights Holder:

(i)     unaudited consolidated monthly financial statements in accordance with the PRC GAAP US GAAP or IFRS and the key operating data of the Group Companies within twenty (20) days after the end of each fiscal month;

(ii)     unaudited consolidated quarterly financial statements of the Group Companies within forty-five (45) days after the end of each fiscal quarter in accordance with the PRC GAAP, US GAAP or IFRS;

(iii)     the annual consolidated financial statements of the Group Companies audited and certified by a reputable firm of independent certified public accountants of a national standing, including the balance sheet as of the end of such fiscal year and statements of income, shareholders’ equity, and cash-flow for such fiscal year, within one hundred and twenty (120) days after the end of each fiscal year, all prepared in accordance with the US GAAP or IFRS;

(iv)     a copy of the Group Companies’ Annual Business Plan for the following fiscal year duly approved by the Board, setting forth (1) the projected balance sheets, income statements and statements of cash flows for such fiscal year of the Company on a quarterly basis; (2) the projected budgets; and (3) all other material matters relating to the operation, development and business of the Group Companies, at least thirty (30) days prior to the beginning of each fiscal year;

Sch. A-12

(v)    the capitalization table of the Company, within ten (10) days after the end of each calendar quarter, and the latest updated capitalization table within five (5) Business Days after any change to the capital structure of the Company

(vi)    the key operating data of the Group Companies within twenty (20) days after the end of each fiscal month; and

(vii)    promptly upon the written request by an Information Rights Holder but in any event within ten (10) days after the date of such written request, such other information relating to the financial condition and the Principal Business of the Group Companies as such holder shall reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(vii) to provide information (1) that the Board has reasonably determined in good faith is a trade secret or (2) the disclosure of which would prejudice the attorney-client privilege between the Group Companies and their counsel.

The above rights as mentioned in Section 2.1 are collectively referred to as “Information Rights”. Each Information Rights Holder agrees with the Company that without the prior consent of the Company, such Information Rights Holder will not disclose any of the information it obtains from the Company or any Group Company under Section 2.1 to any third party other than to disclose (a) such information to (i) its accounting or tax advisor to comply with such Information Rights Holder’s financial statements preparation, tax returns preparation and reporting obligations pursuant to applicable regulatory requirements, and (ii) its Affiliates and its Affiliates’ directors, officers, employees, accountants, attorneys, auditors, investment advisors or other professionals (all such Persons described under (i) and (ii), the “Permitted Recipients”) on a need-to-know basis, provided that such Information Rights Holder shall cause its Permitted Recipients to be bound by confidentiality obligations, (b) such information if required by Applicable Laws or any Governmental Authority, (c) such information if it is or becomes generally available to the public other than as a result of disclosure by or at the direction of an Information Rights Holder or its Permitted Recipient in violation of the Shareholders’ Agreement, (d) in the case of IFC and AMC Funds, such information solely for the purposes and in accordance with the World Bank Group Access to Information Policy so long as such disclosure does not relate to any confidential information in respect of any Information Rights Holder or the financial condition and the Principal Business of the Group Companies and (e) in the case of SVF, Permira, Farallon or Ward Ferry, such information to any limited partner that indirectly owns an interest in such Shareholder to the extent that such information is an overview of key strategic initiatives of the Group, a summary of business of the Group, an explanation of major updates of the Group, a description of successes and future plans and/or general status of such Shareholder’s investment in the Group.

Notwithstanding anything else in this Section 2.1 to the contrary, the Company shall provide IFC and AMC Funds copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same time and in the same manner as provided to such Directors.

2.2    Inspection Rights. The Company further covenants and agrees that, each Inspection Rights Holder shall have (i) the right to inspect properties and facilities and inspect and audit records and books, compliance policies and procedures and related documents and correspondences in the possession of the Company and any of its Subsidiaries (including the HK Companies and the PRC Subsidiaries), and to make copies or extracts therefrom, at any time during regular working hours on reasonable prior notice to the Company, and (ii) the right to discuss the business, operations and conditions of the Company and any of its Subsidiaries (including the HK Companies and the PRC Subsidiaries) with its directors, officers, employees, accountants, legal counsel and investment bankers (the “Inspection Rights”); provided, however, that each Inspection Rights Holder shall agree to hold in confidence with respect to all information so received as stipulated in Section 13 of the Shareholders’ Agreement.

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2.3    Observer Rights. Each of SVF, Tiger, Yunfeng, CMC, Eastern Bell, All-Stars, Genesis, and Hillhouse, as long as such Investor holds two percent (2%) or more of the Shares on a fully-diluted and as converted basis, shall be entitled to appoint a representative (each, an “Observer”) to attend meetings of the Board and, if any Investor who is entitled to appoint director(s) to a Subsidiary Board has in fact appointed a director to a Subsidiary Board, each Observer shall be entitled to attend meetings of such Subsidiary Board, in each case, in a nonvoting observer capacity, and the Company shall and, if applicable, cause the relevant Subsidiary Board to, give such Observer copies of all notices, minutes, consents, and other materials that it provides to its Directors or its Subsidiary Board’s directors (as the case may be) at the same time and in the same manner as provided to such Directors or directors (as the case may be); provided, however, that such Observer shall agree to hold in confidence and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof if access to such information or attendance at such meeting would prejudice the attorney-client privilege between the Company and its counsel, or result in disclosure of trade secrets or if such Investor or its Observer or any Affiliate of such Investor is in breach of Section 15.1 of the Shareholders’ Agreement (the “Observer Rights”).

2.4    Termination of Rights. The Information Rights, Inspection Rights and Observer Rights shall terminate upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

3.    Preemptive Rights

3.1    Restrictions. Subject to Section 4.9(iii), the Company shall not issue or sell any New Securities of any type or class to any Person (the “Proposed Recipient”) unless the Company has first offered to the holders of the Preferred Shares (collectively, the “PR Holders” and each, a “PR Holder”) the right to purchase such PR Holder’s Pro Rata Share of such issuance (the “Preemptive Rights”) and the right to oversubscribe if any other PR Holder elects not to purchase or not to fully purchase its Pro Rata Share of such New Securities (the “Oversubscription Rights”), payable solely in cash, equal to the price per share to be paid by the Proposed Recipient and on the same terms and conditions as are offered to the Proposed Recipient. For the purpose of this Section 3, each PR Holder’s Pro Rata Share shall be equal the number of the New Securities (rounded to the nearest whole share) proposed to be issued, multiplied by a fraction, which equals the number of Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such PR Holder divided by the aggregate number of all Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all the Shareholders immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.

Sch. A-14

3.2    Exercise of Rights.

(i)    Exercise of Preemptive Rights. Not less than fifteen (15) Business Days before a proposed issuance of New Securities (a “Proposed Issuance”), the Company shall deliver to each PR Holder a written notice (the “Issuance Notice”) of the Proposed Issuance setting forth (i) the number, type and terms of the New Securities to be issued, (ii) the consideration to be received by the Company in connection with the Proposed Issuance, and (iii) the identity of the Proposed Recipients. Within fifteen (15) Business Days following the receipt of the Issuance Notice (the “Preemption Period”), each PR Holder electing to exercise its Preemptive Rights (each, a “Preemption Participating Holder”) shall have the right to purchase all or a portion of such Preemption Participating Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Issuance Notice by giving written notice to the Company and stating therein the number of New Securities to be purchased (not to exceed such Preemption Participating Holder’s Pro Rata Share, unless otherwise provided herein). The failure by any PR Holder to give such notice within the Preemption Period shall be deemed a waiver by such PR Holder of its Preemptive Rights with respect to such Proposed Issuance.

(ii)    Exercise of Oversubscription Rights. If any PR Holder fails to exercise or fails to fully exercise its Preemptive Rights pursuant to this Section 3.2(i), within five (5) days after the expiration of the Preemption Period, the Company shall deliver to each Preemption Participating Holder that has fully exercised its Preemptive Rights a written notice (the “Oversubscription Notice”) setting forth the number of the New Securities for which no Preemptive Rights have been exercised, and for which each such Preemption Participating Holder shall have the oversubscription right described in this Section 3.2(ii) (the “Oversubscription Right”). Within fifteen (15) Business Days following the receipt of the Oversubscription Notice (the “Oversubscription Period”), each of such Preemption Participating Holders may notify the Company in writing of the number of the additional New Securities available for subscription it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the Additional Number to be purchased by each of such Preemption Participating Holders shall be reduced by the Company to that number which shall be equal to the lesser of (a) the Additional Number specified by each Preemption Participating Holder, and (b) the product obtained by multiplying (x) the number of the remaining New Securities available for oversubscription by (y) a fraction, the numerator of which shall be the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Preemption Participating Holder and the denominator of which shall be the total number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all of such Preemption Participating Holders.

3.3    Sales by the Company. For a period of ninety (90) days following the expiration of the Preemption Period or the Oversubscription Period (as the case may be), the Company may issue the New Securities with respect to which the Preemptive Rights or the Oversubscription Rights under this Section 3 were not exercised or not fully exercised, at a price and upon terms not more favorable to the Proposed Recipient thereof than specified in the Issuance Notice. In the event the Company has not completed the sale of such New Securities to the Proposed Recipient(s) within such ninety (90)-day period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the PR Holders in the manner provided in this Section 3.

3.4    Termination of Preemptive Rights. The Preemptive Rights provided in this Section 3 shall terminate upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

Sch. A-15

4.    Transfer Restrictions.

4.1    Sale of Ordinary Shares. The Founders and any other holder of Ordinary Shares (each, a “Selling Ordinary Shareholder”) shall not, from the date hereof to the consummation of a Qualified IPO, directly or indirectly Transfer any Equity Securities held by them except with the consent of the Majority Series A Preferred Holders and subject to the right of first refusal of the Company, the Management Founder and the ROFR Holders set out in Section 4.3, Section 4.4 and Section 4.5.

4.2    Sale and Vesting by Leaving Management Founder. Notwithstanding the provisions in Section 4.1, upon the resignation or removal of the Management Founder from all of his positions as an employee, officer and director of the Group Companies, the Management Founder or his holding company may Transfer up to twenty percent (20%) of the Ordinary Shares and Equity Securities issuable upon exercise of vested stock options or restricted stock units he/it directly or indirectly holds at that time, provided that the Selling Ordinary Shareholder shall have executed a non-compete agreement to the reasonable satisfaction of the Company. The Company covenants to use its best efforts and each other Shareholder covenants to use its commercially reasonable efforts to take all actions necessary or reasonably desirable to consummate the aforementioned Transfer by the Selling Ordinary Shareholder, including, if applicable, voting all of its Equity Securities or executing proxies or written consents, as the case may be, in favor of or approving such Transfer, and waiving any right of first refusal, transfer restrictions and any other rights that it might have under the Shareholders’ Agreement, these Articles or any Applicable Law in respect of such Transfer.

4.3    Right of First Refusal of the Company. Each Shareholder (including its successors and permitted assignees) (the “Selling Shareholder”) proposing to make a Transfer of any Equity Securities of the Company (the “Proposed Transfer”) must first deliver a written notice to the Company no later than sixty (60) calendar days prior to the consummation of such Proposed Transfer (the “First Transfer Notice”). The First Transfer Notice shall contain the material terms and conditions of the Proposed Transfer, including a description of the Equity Securities to be Transferred (the “Offered Securities”) that such Selling Shareholder proposes to Transfer and the identity of the prospective transferee. The Company shall have the right, exercisable upon written notice to the Selling Shareholder, within thirty (30) calendar days following receipt of the First Transfer Notice (the “First Refusal Period”), to elect to purchase all or any part of the Offered Securities, at the same price and subject to the same material terms and conditions as described in the First Transfer Notice. If the purchase price in the First Transfer Notice includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board in good faith.

4.4    Right of First Refusal of the Management Founder. To the extent that the Company has not exercised its rights of first refusal to purchase all of the Offered Securities as specified in Section 4.3 above, the Selling Shareholder shall secondly deliver a written notice to the Management Founder (the “Second Transfer Notice”) within five (5) calendar days after the expiration of the First Refusal Period, which shall set forth the price and other material terms and conditions of the Proposed Transfer, including a description of the Offered Securities, the identity of the prospective transferee and the number of the Offered Securities not being purchased by the Company. The Management Founder shall have the right, exercisable upon written notice to the Selling Shareholder and the Company, within fifteen (15) Business Days after the receipt of the Second Transfer Notice (the “Second Refusal Period”), to elect to purchase all or any part of the remaining Offered Securities, at the same price and subject to the same material terms and conditions as described in the Second Transfer Notice.

Sch. A-16

4.5    Right of First Refusal of ROFR Holder. In the event that the Selling Shareholder is a Selling Ordinary Shareholder, (i) to the extent that the Company or the Management Founder has not exercised their respective rights of first refusal to purchase all of the Offered Securities as specified in Section 4.3 and Section 4.4 respectively above, the Selling Ordinary Shareholder shall deliver a written notice (the “Third Transfer Notice”) within five (5) calendar days after the expiration of the Second Refusal Period to each holder of the Preferred Shares (collectively, the “ROFR Holders” and each, a “ROFR Holder”), which shall set forth the price and other material terms and conditions of the Proposed Transfer, including a description of the Offered Securities, the identity of the prospective transferee and the number of the Offered Securities not being purchased by the Company and the Management Founder. Each ROFR Holder shall have the right, exercisable upon written notice to the Selling Ordinary Shareholder, the Company and each other ROFR Holder, within fifteen (15) Business Days after the receipt of the Third Transfer Notice (the “Third Refusal Period”), to elect to purchase all or any part of its pro rata share of the remaining Offered Securities, at the same price and subject to the same material terms and conditions as described in the Third Transfer Notice. Each ROFR Holder’s pro rata share of the remaining Offered Securities shall be equal to the number of the remaining Offered Securities (rounded to the nearest whole share), multiplied by a fraction, the numerator of which is the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such ROFR Holder on the date of the Third Transfer Notice and denominator of which shall be the total number of Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all the ROFR Holders on the date of the Third Transfer Notice; and (ii) to the extent that any ROFR Holder does not exercise its right of first refusal to the full extent of its pro rata share of the Offered Securities, the Selling Ordinary Shareholder shall deliver written notice (the “Fourth Transfer Notice”) within five (5) calendar days after the expiration of the Third Refusal Period to each ROFR Holder that elected to purchase its entire pro rata share of the remaining Offered Securities (each, an “Exercising Holder”), which shall set forth the final remaining Offered Securities (the “Final Remaining Offered Securities”) not purchased as of the date of the Fourth Transfer Notice. Each Exercising Holder shall have a right of re-allotment such that such Exercising Holder may exercise an additional right to purchase its pro rata share of such Final Remaining Offered Securities by notifying the Selling Ordinary Shareholder, the Company and all other ROFR Holders in writing within fifteen (15) Business Days after the receipt of the Fourth Transfer Notice (the “Additional Refusal Period”). Each Exercising Holder’s pro rata share of the Final Remaining Offered Securities shall be equal to the number of the Final Remaining Offered Securities (rounded to the nearest whole share), multiplied by a fraction, the numerator of which is the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Exercising Holder on the date of the Fourth Transfer Notice and denominator of which shall be the total number of Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all the Exercising Holders on the date of the Fourth Transfer Notice. The Selling Ordinary Shareholder shall promptly calculate each Exercising Holder’s pro rata share of the Final Remaining Offered Securities and notify each Exercising Holder in writing of such pro rata share. For the avoidance of doubt, this Section 4.5 shall not apply to any Transfer of Preferred Shares.

Sch. A-17

4.6    Right to Transfer. To the extent the Company, the Management Founder and the ROFR Holders do not elect to purchase or to participate in the Transfer of the Offered Securities subject to the First Transfer Notice, the Second Transfer Notice, the Third Transfer Notice and the Fourth Transfer Notice (as the case may be), the Selling Shareholder may, not later than one hundred and twenty (120) calendar days following delivery to the Company, the Management Founder and each of the ROFR Holders of the Third Transfer Notice (as the case may be) (such period may be extended for an additional period no longer than six (6) months to accommodate any required approvals by Governmental Authority), conclude a Transfer of the Offered Securities covered by the First Transfer Notice, the Second Transfer Notice. the Third Transfer Notice or the Fourth Transfer Notice (as the case may be) but not elected to be purchased by the Company, the Management Founder or the ROFR Holders pursuant to Section 4.3, Section 4.4 and Section 4.5, which in each case, shall be on terms and conditions that are no less favorable to such Selling Shareholder than those set forth in the First Transfer Notice. Any proposed Transfer on terms and conditions which are less favorable to such Selling Shareholder than those described in the First Transfer Notice, as well as any subsequent proposed Transfer of any Offered Securities by the Selling Shareholder, shall again be subject to the right of first refusal of the Company and the ROFR Holders (if applicable) and shall require compliance by the Selling Shareholder with the procedures described in Section 4.3 to Section 4.5 (only if the Selling Shareholder is a Selling Ordinary Shareholder).

4.7    Exempt Transfers. Subject to Section 4.8, the provisions set forth in Section 4 shall not apply (a) in the case of any Selling Ordinary Shareholder that is a natural person, any Transfer of not more than ten percent (10%) of the Equity Securities of the Company held by such Selling Ordinary Shareholder to any custodian or trustee for the account of the Selling Ordinary Shareholder or his or her parents, siblings, children, grandchildren or spouse for any estate planning purposes; or (b) any Transfer of Equity Securities of the Company by any Selling Shareholder to any of its Affiliates (each transferee pursuant to the foregoing sub-clauses (a) and (b), a “Permitted Transferee”); provided that any such Permitted Transferee agrees in writing to be bound by these Articles in place of the relevant transferor; provided, further, in case of sub-clause (a) above, such Selling Shareholder shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Following any Transfer to a Permitted Transferee, in the event that the relevant Permitted Transferee under clause (b) above ceases to be an Affiliate of the Selling Shareholder, the Equity Securities of the Company held by such Permitted Transferee shall, and the Selling Shareholder shall cause such Permitted Transferee to, immediately Transfer all Equity Securities of the Company held by it back to the Selling Shareholder, and pending such Transfer, all voting rights, information rights, rights to distributions and all other rights attached to such Equity Securities of the Company held by such Permitted Transferee shall be suspended.

4.8    No Transfer to Competitors. Notwithstanding anything to the contrary contained herein, the holders of Series A-15 Preferred Shares and the holders of Series A-16 Preferred Shares agree not to Transfer any Series A-15 Preferred Shares, Series A-16 Preferred Shares or any Class A Ordinary Shares upon conversion of any Series A-15 Preferred Shares or Series A-16 Preferred Shares to any of the restricted transferees of the Company as set forth in Exhibit E at any time after the date hereof.

4.9    Prohibited Transfers.

(i)    Each of the Selling Shareholders agrees not to circumvent or otherwise avoid the Transfer restrictions or intent thereof set forth in this Section 4, whether by holding the Equity Securities of the Company indirectly through another Person or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities of the Company by any such Person. Any attempt by a Selling Shareholder to effect a Transfer in violation of this Section 4 shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever. The Company hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such Equity Securities.

Sch. A-18

(ii)    Unless expressly permitted under any of the Transaction Documents, (a) each Founder shall not, and shall not cause or permit any other Person (including, its Permitted Transferees) to, directly or indirectly, Transfer through one or a series of transactions any equity interest held or Controlled by him in any Key Subsidiary to any Person. Any Transfer in violation of this Section 4.9(ii) shall be void and each Key Subsidiary hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such equity interest, and (b) each Key Subsidiary shall not, and each Founder shall not cause or permit each Key Subsidiary to, issue to any Person any equity interest of such Key Subsidiary or any options or warrants for, or any other securities exchangeable for or convertible into, such equity interest of such Key Subsidiary.

(iii)    Notwithstanding anything to the contrary in these Articles, the Company shall not issue, transfer, sell or otherwise dispose of any Equity Securities of the Company, to any of the individuals or entities named on (a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; or (b) the World Bank Listing of Ineligible Firms. So long as IFC or AMC Funds holds any Shares, the Company further undertakes that none of the individuals or entities named on the above lists will be registered as a shareholder of the Company on the register of members of the Company. For the purpose of this Clause, “World Bank Listing of Ineligible Firms” means the list accessible at http://www.worldbank.org/debarr, or any successor website location, as updated from time to time, of persons or entities ineligible to be awarded a World Bank Group-financed contract or otherwise sanctioned by the World Bank Group sanctions board for the periods indicated on the list due to the violation of the fraud or corruption related provisions of the World Bank Group anticorruption guidelines and policies.

4.10    Legend.

(i)    Each certificate representing the Shares (other than the Shares registered in the name of IFC, AMC Funds and/or their respective Affiliates) shall be endorsed with the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT AND THE FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY, AND ITS AMENDMENTS FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(ii)    Each Shareholder (other than IFC and AMC Funds) and the Company agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to in Section 4.10(i) above to enforce the provisions of these Articles and the Company agrees to promptly do so. The legend shall be removed upon termination of the provisions of this Section 4.10.

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4.11    Term. The provisions under this Section 4 shall terminate upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

5.    Drag-along Right.

5.1    Drag-Along Sale.

(i)    Subject to Section 5.2, if any of the Shareholders (the “Dragging Shareholders”) proposes to Transfer whether through a single transaction or a series of related transactions, all of their Equity Securities of the Company which would constitute a Change of Control reflecting the valuation of the Company implying a per share price of the Company’s Shares on an as-converted basis (as adjusted for any Recapitalizations) of no less than 150% of the Series A-16 Original Purchase Price in such transaction (such Transfer pursuant to this Section 5.1, the “Drag-Along Sale”), so long as the Requisite Shareholders have approved the terms and conditions of such Drag-Along Sale, the Dragging Shareholders may require all other Shareholders (the “Dragged Shareholders”) to participate in such Drag-Along Sale in accordance with this Section 5.1, subject to the Dragging Shareholders complying with their obligations in this Section 5.1. Under such circumstances, the provisions under Section 4 above shall not apply.

(ii)    Within five (5) calendar days after entering into any binding agreement for the Drag-Along Sale (the “Sale Agreement”), the Dragging Shareholders shall deliver a written notice (the “Tag Notice”) to other Shareholders (the “Tag Holder”) stating (a) the name and address of the proposed transferee(s) for the Drag-Along Sale (the “Tag Transferee”), (b) the number of Equity Securities to be Transferred, (c) the expected date of consummation of the proposed Drag-Along Sale, (d) a representation that the Tag Transferee has been informed of the Tag-Along Right (as defined below) and (e) a representation that no consideration is being provided to any Dragging Shareholder that is not reflected in the price to be paid to such Tag Holder (if it exercises the Tag-Along Right). Such Tag Notice shall be accompanied by true and complete copies of all agreements (including the Sale Agreement) between the Dragging Shareholders and the Tag Transferee regarding the proposed Drag-Along Sale. For the avoidance of doubt, for the purposes of this Section 5, the Shareholders who have a Tag-Along Right are the same Shareholders who may be subject to the Drag Notice.

(iii)    The Dragging Shareholders may, within five (5) calendar days after the date of the Tag Notice, by delivering a notice in writing (a “Drag Notice”) on each of the Dragged Shareholders, require each Dragged Shareholder to transfer all of its Equity Securities of the Company registered in its name (the “Dragged Shares”) in such Drag-Along Sale at the price set out in Section 5.1(iv) on the date indicated in the Drag Notice as being the date of completion of the Sale Agreement (the “Drag Completion Date”), being not less than thirty (30) calendar days after the date of the Drag Notice, and on the terms set out in this Section 5.1. If the Drag-Along Sale contemplated in the Sale Agreement is not completed on or prior to the Drag Completion Date, the Drag Notice shall lapse.

(iv)    The price for each Dragged Share shall: (a) be equal to the highest consideration offered for each Equity Security in the Company in the Sale Agreement; (b) be in the same form as that offered for each Equity Security in the Company in the Sale Agreement; and (c) shall be paid at the same time as the consideration is payable under the Sale Agreement (or, if later, on the Drag Completion Date) and shall be subject to the same payment terms.

Sch. A-20

(v)    For the avoidance of doubt, all Dragged Shareholders obligations under this Section 5.1 to Transfer the Dragged Shares shall apply regardless of whether the Dragged Shares are of the same class or type of Equity Securities of the Company which the Dragging Shareholders propose to Transfer, provided that, to the extent such a difference in class or type exists, the consideration payable to the Dragged Shareholders for the Dragged Shares shall be calculated as if all Equity Securities of the Company held by the applicable Dragging Shareholders and the Dragged Shareholders which will be subject to a Transfer under this Section 5.1 (assuming the Dragging Shareholders exercise their drag-along rights in full) had been converted into Class A Ordinary Shares on the date immediately prior to the date of the Drag Notice (to the extent not already in the form of Class A Ordinary Shares) at the conversion price which would be applicable on such date had such conversion occurred on such date.

(vi)    Any Transfer by a Dragged Shareholder shall be made on substantially the same terms and conditions as described in the Sale Agreement. However, the Dragged Shareholders shall not be required to make any representation or warranty to the proposed transferee(s), other than as to good title to any Dragged Shares, absence of liens with respect to such Dragged Shares, customary representations and warranties concerning the Dragged Shareholder’s power and authority to undertake the proposed Transfer and the validity and enforceability of the Dragged Shareholder’s obligations in connection with it. If any or all Dragged Shareholders are required to provide any indemnity under the Sale Agreement, each Dragged Shareholder’s liability under such indemnity shall be several only and limited in amount to the proportion of its Dragged Shares that bears to the total number of Dragged Shares that are the subject of the Sale Agreement.

(vii)    The foregoing provisions of Section 5.1(i) through 5.1(vi) shall not apply to the extent that the price, in cash or cash equivalents, for each Dragged Share does not represent a fair market price for an arm’s length sale as determined by an independent expert, or is not in cash or cash equivalents.

(viii)    The obligations under this Section 5 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

5.2    Exempted Drag.

(i)    Notwithstanding anything to the contrary in Section 5.1, the Company, each Founder, IFC and AMC Funds confirm and agree that in the event the Company intends to take any action that authorizes or undertakes any Change of Control, pursuant to which, (i) not all of the Preferred Shares then held by IFC and AMC Funds are purchased or redeemed in cash and/or listed freely tradeable securities or (ii) the Person(s) to which such asset or securities of the Company or with which the Group Companies are to merge, consolidate or amalgamate in such a Change of Control is a Related Party (in each case, a “Special Sale Event”), the Company shall deliver a prior written notice to IFC and AMC Funds (the “Special Sale Notice”) for approval.

Sch. A-21

(ii)    Within ten (10) Business Days upon the receipt of the Special Sale Notice (the “IFC/AMC Funds Notice Period”), IFC and AMC Funds shall provide a definitive written response to the Company that either (a) approves the Special Sale Event, or (b) reject (and including reasonable details of the reasons for such rejection) the Special Sale Event, in which event, (x) IFC and AMC Funds shall use their best efforts to collaborate with the Company and other Shareholders to discuss in good faith alternatives that help effect and achieve the goal of such relevant Change of Control, and, (y) in the event such alternative proves to be unfeasible or impracticable, the Company shall purchase and redeem, or cause to be purchased or redeemed for fair market value as agreed between the Company and IFC and AMC Funds, all of the Equity Securities of the Company then held by IFC and AMC Funds in cash and/or listed freely tradeable securities (“IFC/AMC Funds Exit Consideration”) at the same time as (and conditional upon) the closing of the Special Sale Event. The IFC/AMC Funds Exit Consideration shall be approved by Majority Series A Preferred Holders in accordance with these Articles, provided that IFC and AMC Funds shall refrain from voting or be deemed to have abstained from voting. For the avoidance of doubt, approval for the Special Sale Event shall not be withheld by IFC or AMC Funds in the event that the Company has agreed to purchase and redeem, or cause to be purchased or redeemed, all of the Equity Securities of the Company then held by IFC and AMC Funds in cash and/or listed freely tradeable securities at the same time as (and conditional upon) the closing of the Special Sale Event; furthermore, any action taken by the Company pursuant this Section 5.2(ii) shall not in any event disproportionately and adversely affect other holders of Preferred Shares as compared to IFC or AMC Funds; furthermore, in the event IFC or AMC Funds fails to provide such definitive written response within the IFC/AMC Funds Notice Period, IFC or AMC Funds shall be deemed to have consented to the Special Sale Event and the Company and the Founders shall have the right to proceed with the Special Sale Event. For the purpose of this Section 5.2, “Related Party” means any Person (1) that holds a material interest in any Group Company; (2) in which any Group Company holds a material interest; (3) that is otherwise an Affiliate of the Company or any Person described in sub-paragraph (1) above; (4) who serves (or has within the past twelve (12) months served) as a director, officer or employee of the Company; or (5) who is a member of the family of any individual included in any of the foregoing. For the purpose of this definition, “material interest” shall mean a direct or indirect ownership of shares representing at least five percent (5%) of the outstanding voting power or equity of any Group Company.

5.3    Tag Along Right. If the Dragging Shareholders do not deliver the Drag Notice to any Tag Holders within ten (10) calendar days after entering into the Sale Agreement, such Tag Holder shall have the right (the “Tag-Along Right”) but not the obligation to require the Tag Transferee in a Drag Sale to purchase from such Tag Holder and its Affiliates, for the same consideration that would be payable to such Tag Holder had it been a Dragged Shareholder, up to all of the Equity Securities of the Company held by such Tag Holder and its Affiliates. The Tag-Along Right shall be exercisable by the Tag Holder by delivering a written notice of exercise of the Tag-Along Right to the Dragging Shareholders within ten (10) calendar days after the delivery of the Tag Notice specifying the number of Equity Securities of the Company (the “Tag Securities”) with respect to which it has elected to exercise the Tag-Along Right. The terms and conditions applicable to the Transfer by the Tag Holder pursuant to this Section 5.3 shall be the same as those applicable to a Dragged Shareholder pursuant to Section 5.2. If any Tag Holder has properly elected to exercise the Tag-Along Right, the number of Equity Securities (calculated on as-converted basis) proposed to be Transferred by each Dragging Shareholder shall be reduced by a number equal to (i) the number of Tag Securities (on an as-converted basis) multiplied by (ii) a fraction, the numerator of which is the total number of Equity Securities (on an as-converted basis) proposed to be Transferred by such Dragging Shareholder and the denominator of which is the total number of Equity Securities (on an as-converted basis) proposed to be transferred by all of the Dragging Shareholders. If any Tag Holder has properly elected to exercise the Tag-Along Right and the Tag Transferee fails to purchase the Equity Securities from such Tag Holder, the Dragging Shareholder(s) shall not consummate the Drag-Along Sale, and if purported to be made, such Drag-Along Sale shall be void.

Sch. A-22

6.    Corporate Governance

6.1    General Meeting.

(i)    Shareholders’ Meeting. From and after the date hereof, each Shareholder shall vote its Shares at any regular or special meeting of Shareholders (the “Shareholders’ Meeting”), and shall take and procure the Company to take, all other actions necessary, to give effect to the provisions of these Articles.

(ii)    Voting Rights.

(A)    Pursuant to the Subscription Agreement, the Ordinary Shares of the Company shall be re-classified into Class A Ordinary Shares and Class B Ordinary Shares immediately prior to the Closing. Each Ordinary Share directly or indirectly held by the Management Founder shall be re-designated to one (1) Class B Ordinary Share and each Ordinary Share held by other Shareholders shall be re-designated into one (1) Class A Ordinary Share.

(B)    Unless otherwise provided in the Shareholders’ Agreement, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Shareholders. Unless otherwise expressly provided in these Articles or the Shareholders’ Agreement, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to vote at general meetings of the Company.

(C)    Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time by the holder thereof. The right to convert shall be exercisable by such holder of the Class B Ordinary Share delivering a written notice to the Company, notifying that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.

(D)    Any number of Class B Ordinary Shares directly or indirectly held by the Management Founder will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon any direct or indirect Transfer of such number of Class B Ordinary Shares by the Management Founder to any Person except that such transferee is the Management Founder’s parents, children or spouse, a company wholly owned by such persons, each acting in concert with the Management Founder, or trusts for the benefit of such persons or the Management Founder solely for bona fide estate planning purposes (collectively, the “Management Founder’s Special Transferees”)

(E)    Any conversion of a Class B Ordinary Share into a Class A Ordinary Share pursuant to in these Articles or the Shareholders’ Agreement shall be effectuated by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share or such other means permitted by these Articles or the Shareholders’ Agreement.

(F)    If the Management Founder and/or any Management Founder’s Special Transferee, directly or indirectly, obtains additional Class A Ordinary Shares in any manner (except for the Class A Ordinary Shares as being converted from Class B Ordinary Shares in accordance with Section 6.1(ii)(C) or (D)), such Class A Ordinary Shares shall be automatically converted into Class B Ordinary Shares upon their issuance or transfer to the Management Founder or any of the Management Founder’s Special Transferees.

Sch. A-23

(G)    Except for voting rights and conversion rights as set out in Section 6.1(ii)(A) to (E), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.

(H)    Each Preferred Share shall be entitled to such number of votes equal to the number of Class A Ordinary Shares it may be converted into upon conversion made pursuant to these Articles or the Shareholders’ Agreement.

(iii)    Matters Reserved to Shareholders’ Meeting. Subject to the compliance of the mandatory requirements under the Applicable Laws, the resolutions on the following matters (the “Matters Reserved to the Shareholders’ Meeting”) shall be, subject to Applicable Laws, passed by the Requisite Shareholders:

(A)    any amendment of the memorandum of association or articles of association or similar constitutional documents of the Company;

(B)    any alteration or changes to the rights, preferences or privileges of the Preferred Shares;

(C)    any liquidation, dissolution or winding up of the Company or any filing by or against the Company for the appointment of a receiver, liquidator, administrator or other form of external manager;

(D)    any merger, amalgamation, consolidation or other business combination of the Company or any Key Subsidiary or spinoff or any similar transaction involving the Company or any Key Subsidiary, except for any transaction referred to in Section 6.2(v)(G);

(E)    any change in the equity ownership of any Key Subsidiary which shall result in a change of Control of such Key Subsidiary (except for any such change in connection with any transaction referred to in Section 6.2(v)(G) of this Article), or any amendment (except for such amendment which does not affect the 100% control of the domestic companies by the applicable WFOE) or termination of, or waiver of any rights under, the Control Agreements;

(F)    any increase, decrease, cancellation, or alteration of the authorized share capital of the Company or any Key Subsidiary, except for (i) with respect to any Key Subsidiary, any of the foregoing events which does not result in any decrease of the Company’s direct or indirect shareholding percentage in such Key Subsidiary, or (ii) those in connection with any transaction referred to in Section 6.2(v)(G);

(G)    the creation, authorization or issuance (by reclassification or otherwise) of any class or series of securities or any other Equity Securities of the Company , excluding (a) any issuance of Class A Ordinary Shares upon conversion of the Preferred Shares or the Class B Ordinary Shares, (b) the issuance of Class A Ordinary Shares by the Company pursuant to the ESOP Plan and (c) any issuance of Equity Securities at each Subsequent Closing under the Subscription Agreement;

Sch. A-24

(H)    any repurchase or redemption of any Equity Securities, other than those pursuant to, and in accordance with (i) the ESOP Plan, (ii) the exercise of Further Repurchase Authority as approved in the shareholders’ meeting in September 10, 2019; and (iii) Section 9 of Redemption Right under this Article;

(I)    any initial public offering of securities of any Group Company and the determination of the listing venue, timing and valuation and any other material terms of such offering;

(J)    any change in the total number of Directors of the Board appointed by the holders of Preferred Shares;

(K)    sale of all or substantially all of the assets of the Company or any of its Key Subsidiaries or any Change of Control;

(L)    any alteration, changing or cessation in Company’s Principal Business or any material change to the scope or nature of the Principal Business, or cessation of any business line of the Principal Business;

(M)    any agreement with any holder or prospective holder of any Equity Securities of the Company that would allow such holder or prospective holder to demand Registration of its Equity Securities of the Company;

(N)    entering into any understanding, arrangement or agreement in respect of any of the foregoing matters.

provided, however, that, notwithstanding the foregoing, (1) any resolution that purports to amend, modify, change or remove IFC’s and/or AMC Funds’ redemption rights pursuant to the terms of these Articles, in each case through amendment or restatement of these Articles or otherwise, shall be passed by the Majority Shareholders with the affirmative votes of IFC and AMC Funds, (2) any resolution or action that would, or would reasonably be expected to, adversely affect the rights of any holder(s) of the Series A-15 Preferred Shares or any holder(s) of the Series A-16 Preferred Shares in a manner that is disproportionate to how such resolution or action would, or would reasonably be expected to, affect any other holder of Preferred Shares (other than any issuance of any new class of Equity Securities of the Company at a higher valuation with rights that are superior to those of the Series A-15 Preferred Shares or those of the Series A-16 Preferred Shares), shall require the prior written consent of the holder(s) of a majority of the Series A-15 Preferred Shares or the holder(s) of a majority of the Series A-16 Preferred Shares, as applicable.

Where any special resolution of the Company in a Shareholders Meeting is required to approve any of the matters specified in this Section 6.1(iii) and such matter has not received the prior written approval of the Requisite Shareholders, the Shareholders who vote against the resolution shall have the number of votes equal to the votes of all Shareholders who vote for the resolution plus one (1).

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6.2    Board of Directors.

(i)    Designation of Directors. The Board shall consist of up to five (5) Directors. The Management Founder shall have the right to appoint remove or replace one (1) Director (the “Management Director”). The holders of a majority of Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-3 Preferred Shares, Series A-4 Preferred Shares, Series A-13 Preferred Shares and Series A-14 Preferred Shares (voting as a single class) shall have the right to appoint, remove or replace two (2) Directors; the holders of a majority of Series A-5 Preferred Shares, Series A-6 Preferred Shares, Series A-7 Preferred Shares, Series A-8 Preferred Shares, Series A-9 Preferred Shares, Series A-10 Preferred Shares, Series A-11 Preferred Shares and Series A-12 Preferred Shares (voting as a single class) shall have the right to appoint, remove or replace two (2) Directors (the Directors appointed pursuant to this sentence, the “Investor Directors”, and each an “Investor Director”).

(ii)    Board of the Company. Subject to Section 7.2(i) of the Shareholders’ Agreement, the Company and the Shareholders agree to take all necessary actions to cause each of the following candidates to be appointed as the Directors of the Company: (a) one (1) Management Director candidate nominated by the Management Founder; (b) three (3) Investor Director candidates each of which is to be nominated by each of Tencent, Sequoia and Lightspeed, respectively; and (c) an Investor Director candidate nominated by the holders of at least a majority of the Class A Ordinary Shares held by the HCB Founders indirectly through the HCB Founder Holding Companies and approved by the Management Founder.

Any Person or a group of Persons entitled to designate, appoint or nominate any individual to be elected as a Director of the Board pursuant to Section 6.2(i) and the first paragraph of Section 6.2(ii) shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director occupying such position. Each Shareholder agrees to always vote in support of the principle that a Director to the Board appointed pursuant to Section 6.2(i) and the first paragraph of Section 6.2(ii) shall be removed from the Board with or without cause only upon the vote or written consent of such Shareholder entitled to appoint or nominate such Director pursuant to Section 6.2(i) and the first paragraph of this Section 6.2(ii), and each Shareholder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such Director without such vote or written consent. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Director appointed pursuant to Section 6.2(i) and the first paragraph of this Section 6.2(ii), the replacement to fill such vacancy shall be designated in the same manner, in accordance with Section 6.2(i) and this Section 6.2(ii), as the Director whose seat was vacated.

(iii)    Subsidiary Board. Unless otherwise agreed by the Board, each Key Subsidiary shall, and the Company and the Shareholders shall cause each such Key Subsidiary to have a board of directors or similar governing body (the “Subsidiary Board”) with (i) its authorized size being the same as the authorized size as the Board at all times, and (iii) its members being the same Persons as the directors on the Board at all relevant times.

(iv)    Board Meetings. Meetings of the Board shall be held at least once every quarter and the Company shall serve seven (7) days’ prior written notice to each Board member prior to each meeting. The number of Directors necessary to constitute a quorum at any meeting of the Board shall be three (3) Directors. Notwithstanding the foregoing, if the number of Directors present fails to constitute a quorum on two (2) consecutive Board meetings and proper notices were given pursuant to these Articles for such meetings, with respect to such second Board meeting, it shall be reconvened at the same location and time as per the previous notice occurring on the same day two weeks thereafter (or at any time or venue as agreed by all Directors) and proper notice shall be given pursuant to these Articles for such reconvened Board meeting. If, at such reconvened meeting a quorum is not present within an hour from the time appointed for the meeting, then the Director(s) present shall constitute a quorum. Any Director who does not attend a meeting of the Board may participate in the meeting and vote via telephone conference.

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(v)    Board Resolutions. Unless as otherwise provided under the Shareholders’ Agreement, the Articles or any Applicable Law, any resolutions of the Board shall be passed by at least three (3) affirmative votes of Directors including the affirmative vote of the Management Director. The following matters (the “Matters Reserved to the Board”) shall be, subject to Applicable Laws, decided by the Board:

(A)    making any capital commitment or expenditure in excess of US$100,000,000 in the aggregate during any consecutive twelve (12) month period, except to the extent as approved in the Annual Business Plan or in the ordinary course of business; for the avoidance of doubt, to the extent that any matter constitutes any other Matter Reserved to the Board, such matter shall not be construed as entirely or partially constituting the matter described in this Section 6.2(v)(A);

(B)    providing any loan in any form in excess of US$5,000,000 in a single transaction except in the ordinary course of business;

(C)    expanding or altering the Principal Business from that provided in the Annual Business Plan;

(D)    sale, transfer or disposal or license of the material assets (for the avoidance of doubt, excluding any equity or similar interests held by any Key Subsidiary in any other entities) or intellectual property rights of the Company or any Key Subsidiary in the ordinary course of business and in excess of US$100,000,000 in the aggregate during any consecutive 12-month period;

(E)    any acquisition by the Company or any Key Subsidiary of another entity or material assets of another entity in excess of US$100,000,000 in a single transaction, provided that if the purchase price of any such transaction is greater than US$50,000,000 but less than US$100,000,000, the Company shall notify each Director of such transaction in writing no later than ten (10) days before entering into the definitive transaction agreements thereof;

(F)    any liquidation, dissolution or winding up of any Key Subsidiary or any filing by or against any Key Subsidiary for the appointment of a receiver, liquidator, administrator or other form of external manager;

(G)    any equity financing or convertible loan financing of (i) a wholly-owned Subsidiary (including any domestic company that has entered into Control Agreements with any wholly-owned Subsidiary of the Company, as a result of which the Company has 100% control over such domestic company) of the Company that does not engage in any Principal Business with the financing amount exceeding US$50,000,000 in a single transaction, or (ii) a Subsidiary not wholly owned or 100% controlled by the Company that does not engage in any Principal Business with the financing amount exceeding US$100,000,000 in a single transaction; for the avoidance of doubt, (i) any financing of any company that is not a Subsidiary of the Company shall not be subject to any approval of the Shareholders or the Board; and (ii) any equity financing or convertible loan financing of any Subsidiary (whether wholly or not wholly owned by the Company) of the Company that does not engage in any Principal Business shall be only subject to the governance rules set out in this Section 6.2(v)(G) and the Management Authority (as defined below), and such matter shall not be construed as entirely or partially constituting any Matter Reserved to the Shareholders or any other Matter Reserved to the Board;

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(H)    providing any guarantee for the benefit of any third party other than the Group Companies or creation, incurrence, assumption or permission to exist any mortgage, pledge, charge, lien or other encumbrance on, any assets of the Company or any Key Subsidiary in excess of US$50,000,000 in the aggregate during any consecutive 12-month period except in the ordinary course of business;

(I)    except for any transaction in connection with (i) any equity financing of any Subsidiary which does not engage in any Principal Business or (ii) any investment in any third party by the Company or any of its Subsidiaries, in each case on an arm’s length basis, any related party transaction between the Company or any Key Subsidiary on the one hand, and any director, officer, employee, shareholder or any of their respective Affiliates of the Company or any Key Subsidiary on the other hand, in excess of US$1,000,000 in the aggregate during any consecutive 12-month period;

(J)    approving or amending the Annual Business Plan of the Company or any material deviation from the Annual Business Plan;

(K)    entering into any joint venture or material alliance with a third party, or investing in any third party, with an investment amount in excess of US$100,000,000 in a single transaction, provided that if the investment amount of any such transaction is greater than US$50,000,000 but less than US$100,000,000, the Company shall notify each Director of such transaction in writing no later than ten (10) days before entering into the definitive transaction agreements thereof;

(L)    the appointment and change of auditors of and any material change in the accounting policies of the Company;

(M)    declaring dividend or approving any dividend policy;

(N)    any change to the number of Equity Securities reserved for the ESOP Plan; the adoption of or any amendment to the terms of the ESOP Plan and grant of any options or restricted stock units under the ESOP Plan (for the avoidance of doubt, the administrator of the ESOP Plan is authorized to establish new trust arrangement or adjust the existing trust arrangement with respect to the ESOP Shares for the tax planning purpose);

(O)    incurrence of any indebtedness in the ordinary course of business (other than in connection with the financial service business of relevant Group Members) in excess of US$ 100,000,000 in the aggregate during any consecutive 12-month period, except to the extent as approved in the Annual Business Plan;

(P)    establishment of any special committee pursuant to Section 6.3;

(Q)    any amendment of the memorandum of association or articles of association or similar constitutional documents of any Key Subsidiaries, except in connection with any equity financing of any Subsidiary which does not engage in any Principal Business; and

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(R)     entering into any understanding, arrangement or agreement in respect of any of the foregoing matters.

(vi)    Directors’ Access. Each Director shall be entitled to examine the books and accounts of the Company and shall have free access, at all reasonable times and with prior written notice, to any and all properties and facilities of the Company or any Group Company. The Company shall provide such information relating to the business affairs and financial position of the Company as any Director may reasonably require.

6.3    Special Committees. The Board may establish a strategy committee, a compensation committee, an audit committee or any other special committee as it reasonably deems necessary, each of which shall provide advice and assistance to the Board on matters with respect to business strategy, compensations, internal audit and other material matters of the Company. Each of the chairman of the compensation committee and the audit committee shall be an Investor Director.

6.4    Management.

(i)     Group CEO. Prior to the Company’s IPO, the Group CEO can be appointed and removed by approval or consent of (i) Shareholders holding at least 3/4 of the outstanding Ordinary Shares (excluding the Ordinary Shares directly or indirectly held by the Group CEO and any Ordinary Shares convertible or converted from any Preferred Shares) and (ii) Shareholders holding at least 3/4 of the outstanding Preferred Shares. Upon and after the consummation of the Company’s IPO, so long as the Management Founder directly or indirectly holds at least 9,636,107 Shares (representing 1% of the Ordinary Shares held by the Management Founder prior to the Closing) (as adjusted for Recapitalizations), he shall be the Group CEO (the “Group CEO”), provided that, if and to the extent that (A) the Management Founder has been convicted of a felony or any crime involving fraud or misrepresentation or violation of applicable securities laws and such conviction causes (x) the Management Founder unable to perform his duty as the Group CEO for consecutive six months as well as (y) a material adverse effect to the Group (taken as a whole), or (B) the Management Founder directly or indirectly holds less than 9,636,107 Shares, the Board shall have the right, by way of the consent of a simple majority, to appoint a successor to replace the Management Founder as the Group CEO.

(ii)    Except for the Matters Reserved to the Shareholders’ Meeting and the Matters Reserved to the Board under these Articles, the Board shall delegate to the management of the Company (the “Management Authority”) the power to determine all matters of the Group Companies, to the extent permitted by Applicable Laws.

7.    Dividend

7.1    No dividend, whether in cash, in property or in shares of the Company, shall be paid on any class of Shares other than the Preferred Shares, unless and until a preferential dividend in cash is, in advance, paid in full in accordance with Section 7.2, Section 7.3 and Section 7.4 below.

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7.2    Each holder of the Series A-16 Preferred Shares shall be entitled to receive, on a pro rata basis, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent (8%) per annum of the Series A-16 Original Purchase Price (as adjusted for any Recapitalizations) for each of its Series A-16 Preferred Shares calculated from the applicable date on which the Company received the full subscription price for such Series A-16 Preferred Share from such holder of the Series A-16 Preferred Shares , prior and in preference to any declaration or payment of any dividend on the Series A Preferred Shares other than the Series A-16 Preferred Shares or the Ordinary Shares. Such dividends on Series A-16 Preferred Shares shall be payable if, as and when declared by the Board.

7.3    After the holders of the Series A-16 Preferred Shares have received their preferential dividends, each holder of the Series A-15 Preferred Shares shall be entitled to receive, on a pro rata basis, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent (8%) per annum of the Series A-15 Original Purchase Price (as adjusted for any Recapitalizations) for each of its Series A-15 Preferred Shares calculated from the applicable date on which the Company received the full subscription price for such Series A-15 Preferred Share from such holder of the Series A-15 Preferred Shares, prior and in preference to any declaration or payment of any dividend on the Series A Preferred Shares other than the Series A-15 Preferred Shares or the Ordinary Shares. Such dividends on Series A-15 Preferred Shares shall be payable if, as and when declared by the Board.

7.4    After the holders of the Series A-15 Preferred Shares and the Series A-16 Preferred Shares have received their preferential dividends, each holder of the Series A Preferred Shares other than the Series A-15 Preferred Shares and the Series A-16 Preferred Shares shall be entitled to receive, on a pro rata basis, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent (8%) per annum of the applicable Series A Original Purchase Price for each of its Series A Preferred Shares (as adjusted for any Recapitalizations) calculated from the Effective Time, payable if, as and when declared by the Board.

7.5    After the holders of the Preferred Shares have received their priority dividends, the holders of the Preferred Shares shall also be entitled to participate pro rata (on an as-converted basis) together with the holders of the Ordinary Shares in any dividends set aside for or paid to in any fiscal year the holders of Ordinary Shares.

7.6    This Section 7 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

8.    Liquidation Rights

8.1    Liquidation Preference.

(i)    Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), all assets and funds of the Company legally available for distribution to the Shareholders shall be distributed to the Shareholders as follows:

(A)    First, each holder of the Series A-16 Preferred Shares shall be entitled to receive, on parity with each other holder of the Series A-16 Preferred Shares and on a pro rata basis, an amount equal to the Preferred Liquidation Amount of the Series A-16 Preferred Shares for each of such holder’s Series A-16 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-16 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-16 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 8.1(i)(B)

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(B)    Second, after each holder of the Series A-16 Preferred Shares has received the Preferred Liquidation Amount for all of its Series A-16 Preferred Shares, each holder of the Series A-15 Preferred Shares shall be entitled to receive, on parity with each other holder of the Series A-15 Preferred Shares and on a pro rata basis, an amount equal to the Preferred Liquidation Amount of the Series A-15 Preferred Shares for each of its Series A-15 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 8.1(i)(B)

(C)    Third, after each holder of the Series A-16 Preferred Shares and the Series A-15 Preferred Shares has received the Preferred Liquidation Amount for all of its Series A-16 Preferred Shares or Series A-15 Preferred Shares, each holder of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares shall be entitled to receive, on parity with each other and on a pro rata basis, an amount equal to the Preferred Liquidation Amount of such holder’s Series A Preferred Shares for each of such holder’s Series A Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 8.1(i)(C).

(D)    Fourth, after each holder of the Series A Preferred Shares has received the Preferred Liquidation Amount of such holder’s Series A Preferred Shares for all of such holder’s Series A Preferred Shares, each holder of the Series A-16 Preferred Shares shall be entitled to receive for each of its Series A-16 Preferred Shares, on parity with each other holder of the Series A-16 Preferred Shares and on a pro rata basis, an amount equal to the difference between the Series A-16 Preference Amount and the Preferred Liquidation Amount of the Series A-16 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-16 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-16 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 8.1(i)(D).

(E)    Fifth, after each holder of the Series A-16 Preferred Shares has received the Series A-16 Preference Amount for all of its Series A-16 Preferred Shares, each holder of the Series A-15 Preferred Shares shall be entitled to receive for each of its Series A-15 Preferred Shares, on parity with each other holder of the Series A-15 Preferred Shares and on a pro rata basis, an amount equal to the difference between the Series A-15 Preference Amount and the Preferred Liquidation Amount of the Series A-15 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 8.1(i)(E)

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(F)    Sixth, after each holder of the Series A-16 Preferred Shares and the Series A-15 Preferred Shares has received the Series A-16 Preferred Shares Preference Amount and the Series A-15 Preference Amount for all of its Series A-16 Preferred Shares or Series A-15 Preferred Shares, each holder of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares shall be entitled to receive for each of its Series A Preferred Share, on parity with each other holder of the Series A Preferred Shares (other than the holders of the Series A-16 Preferred Shares and the Series A-15 Preferred Shares) and on a pro rata basis, an amount equal to the difference between the Series A Preference Amount and the Preferred Liquidation Amount (in each case, with respect to each applicable Series A Preferred Share (other than the Series A-16 Preferred Share and the Series A-15 Preferred Share). If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 8.1(i)(F).

(G)    After distribution or payment in full of the Series A Preference Amount, the remaining assets of the Company available for distribution shall be distributed ratably among all the Shareholders in proportion to the number of the outstanding Class A Ordinary Shares held by them (calculated on an as-converted basis).

(ii)    Notwithstanding any provision to the contrary in this Section 8.1, if the Company’s total valuation implies a per share price of the Company’s Shares on as-converted basis (as adjusted for any Recapitalizations) of no less than 150% of the Series A-16 Original Purchase Price in any Liquidation Event, then all proceeds resulting from such Liquidation Event shall be distributed ratably among the Shareholders, in accordance with the number of the Class A Ordinary Shares held by such holder (calculated on an as-converted basis).

8.2    Liquidation on Change of Control. A Change of Control shall be treated as a Liquidation Event pursuant to Section 8.1 unless it (x) is waived by the Requisite Shareholders or (y) is a Drag-Along Sale. All the proceeds or consideration received as a result of a Change of Control shall be distributed pursuant to Section 8.1. In the event of a Change of Control, if the consideration received by the Company is other than cash, the value of such non-cash consideration will be deemed its fair market value. Any securities shall be valued as follows:

(i)    Securities not subject to investment letter or other similar restrictions on free marketability covered by Section 8.2(i) below:

(A)    if traded on a securities exchange or through the Qualified Exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30)-day period ending three (3) days prior to the closing;

(B)    if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day-period ending three (3) days prior to the closing; and

(C)    if there is no active public market, the value shall be the fair market value thereof, as determined by the Board acting in good faith, subject to the approval of the Majority Shareholders.

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(ii)    The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined pursuant to subparagraphs (A), (B) and (C) above to reflect the approximate fair market value thereof, as determined by the Board, subject to the approval of the Majority Shareholders.

8.3    Liquidation Notice. Written notice of any Liquidation Event, stating a record date or date on which a record shall be taken with respect to such Liquidation Event shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, not less than twenty (20) days prior to the record date stated therein, by the Company to the holders of the Preferred Shares, such notice to be addressed to each such holder at its address as shown by the records of the Company.

8.4    Termination of Liquidation Rights. The Liquidation Rights provided in this Section 8 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

9.    Redemption Right. The Preferred Shares acquired by the Company pursuant to this Section 9 shall be cancelled and shall not be reissued. For the purpose of this Section 9, the General Redemption Right and the Series A-16 Redemption Right (both as defined below) are collectively referred to as the “Redemption Right”. Any holder of the Preferred Shares exercising the Redemption Right shall be referred to as the “Redemption Requesting Holders”. Any written request delivered by any holder of Preferred Shares to request the Company to redeem any Preferred Shares pursuant to this Section 9 shall be referred to as the “Redemption Request”.

9.1    General Redemption Right. At any time after the failure by the Company to complete a Qualified IPO on or before December 31, 2023, each holder of the Preferred Shares may, by written request to the Company, request the Company to redeem any or all of the outstanding Preferred Shares held by such holder in accordance with the terms and conditions under this Section 9 (the “General Redemption Right”).

9.2    Series A-16 Redemption Right . If the general meeting of the Company has approved the Company to carry out an IPO and the pre-money valuation of the Company of such IPO may not meet the Company’s pre-money valuation standard of the Company a Qualified IPO, without prejudice to its General Redemption Right, each holder of the Series A-16 Preferred Shares who does not vote for such IPO in the general meeting shall have the right to send a written request to the Company (the “Series A-16 Redemption Request”) within 30 days after its receipt of the result of such general meeting to request the Company to redeem any or all of its outstanding Series A-16 Preferred Shares (the “Series A-16 Redemption Right”) in accordance with the terms and conditions under this Section 9. If after the general meeting of the Company has approved the Company to carry out an IPO (a Qualified IPO or otherwise), the Company subsequently becomes aware that the IPO it will complete may not meet the Company’s pre-money valuation standard of the requirements in the IPO plan as approved by the general meeting, the Board shall as soon as practically possible notify all shareholders of such information in writing and seek the consent of the Requisite Shareholders to an amended IPO plan (the “Non-qualified IPO Notice”). If the amended IPO plan contemplates an IPO that may not meet the Company’s pre-money valuation standard of a Qualified IPO, any holder of Series A-16 Preferred Shares shall have the right to, within five (5) Business Days following its receipt of the Non-qualified IPO Notice, send a written request to the Company to request the Company to redeem any or all of its outstanding Series A-16 Preferred Shares in accordance with the terms and conditions under this Section 9.

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9.3    Redemption Request. The Redemption Request shall be given by hand or by mail to the registered office of the Company, or by fax or email in accordance with the contact information set forth in Exhibit G at least sixty (60) days prior to the date set forth therein on which such Preferred Shares, as the case may be, are to be redeemed (and with respect to the Redemption Request given pursuant to Section 9.2, also within the time period as set forth under Section 9.2). If any holder of the Preferred Shares exercises its General Redemption Right pursuant to Section 9.1, the Company shall notify other holders of the Preferred Shares of the same within ten (10) days after receipt of the Redemption Request, and such holders may within ten (10) days thereafter elect to tag along with such Redemption Requesting Holders and request the Company to redeem any or all of the outstanding Preferred Shares held by them. Notwithstanding anything to the contrary contained in this Section 9, the Series A-16 Redemption Right may only be exercised by the holders of the Series A-16 Preferred Shares. The Preferred Shares which are requested for redemption by the Company pursuant to this Section 9 are hereinafter referred to as the “Redemption Shares”.

9.4    Redemption Price. Following receipt of the Redemption Request, the Company shall within thirty (30) calendar days thereafter give written notice (the “Redemption Notice”) to all holders of Redemption Shares, at the address last shown on the records of the Company for such holder. Such Redemption Notice shall specify the Redemption Date, and shall direct such holder to submit their share certificates (or an affidavit in respect of any lost certificates) to the Company on or before the Redemption Date. The redemption price for each of the Redemption Shares (with respect to each series of the Redemption Shares, the applicable “Redemption Price”) redeemed pursuant to this Section 9 shall be equal to (i) one hundred and thirty percent (130%) of the applicable Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such Redemption Share of the Redemption Requesting Holders (in the case that the Redemption Shares are not the Series A-16 Preferred Shares); or (ii) the Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus an amount equal to a simple rate of 10% per annum for the Series A-16 Original Purchase Price, calculated for a period of time commencing from the date on which the consideration for such Redemption Shares are fully paid to the Company pursuant to the Subscription Agreement and ending on the date that the Preferred Redemption Amount is paid in full by the Company, which in total shall be no more than one hundred and thirty percent (130%) of the Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such Redemption Share of the Redemption Requesting Holders (in the case that the Redemption Shares are the Series A-16 Preferred Shares).

9.5    Redemption Date. The redemption of any Redemption Shares pursuant to this Section 9 shall take place within thirty (30) days of the date of the Redemption Notice at the offices of the Company, or such earlier date or other place as the holders electing to redeem their Redemption Shares and the Company may mutually agree in writing (each, a “Redemption Date”). At a Redemption Date, subject to Applicable Laws, the Company shall, from any source of assets or funds legally available therefor, redeem each Redemption Share that has been submitted for redemption by paying in cash therefor the Redemption Price, against surrender by such holder at the Company’s principal office of the certificate representing such Share (or an affidavit in respect of any lost certificates). From and after a Redemption Date, if the Redemption Price has been received in full by the holders of the Redemption Shares, all rights of such holder shall cease with respect to such Redemption Shares, and such Redemption Shares shall be cancelled and not thereafter be transferred or be deemed outstanding for any purpose whatsoever.

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9.6    IFC/AMC Funds Redemption Right. Notwithstanding anything to the contrary contained herein, at any time after any material breach or violation by the Company of any of its obligations contained in Section 15.11 of the Shareholders’ Agreement and if such breach or violation is incapable of being cured (in the reasonable opinion of IFC and AMC Funds) or, if such breach or violation is capable of being cured (in the reasonable opinion of IFC and AMC Funds) but has not been cured within one hundred and twenty (120) days following the Company’s knowledge of such breach or violation, IFC and/or AMC Funds may, by written request to the Company (the “IFC/AMC Funds Request Notice”), require the Company to (i) waive the Company’s Right of First Refusal contemplated under Section 4.3, or (ii) redeem any or all of the outstanding Equity Securities of the Company held by such holders thereof, as the case may be, in accordance with the terms of this Section 9. The Equity Securities which are requested for redemption by the Company pursuant to this Section 9.6 are hereinafter referred to as the “IFC/AMC Funds Redemption Shares”. The IFC/AMC Funds Request Notice shall be given by hand or by mail to the registered office of the Company, or by fax or email in accordance with the contact information set forth in Exhibit G at least sixty (60) days prior to the date set forth therein on which such IFC/AMC Funds Redemption Shares, as the case may be, are to be redeemed. The redemption price for each of the IFC/AMC Redemption Shares (the “IFC/AMC Funds Redemption Price”) redeemed pursuant to this Section 9.6 shall be equal to one hundred and thirty percent (130%) of the applicable Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such Redemption Share. The redemption of any IFC/AMC Funds Redemption Shares pursuant to this Section 9.6 shall take place on the proposed redemption date set forth in the IFC/AMC Funds Request Notice at the offices of the Company, or such earlier date or other place as the holders electing to redeem their IFC/AMC Funds Redemption Shares and the Company may mutually agree in writing (each, an “IFC/AMC Funds Redemption Date”). Section 9.3 shall apply, mutatis mutandis, to the redemption of the IFC/AMC Redemption Shares.

9.7    SVF Redemption Right. Notwithstanding anything to the contrary contained herein, at any time after any material breach or violation by the Company of any of its obligations contained in Section 16.5 of the Shareholders’ Agreement, if such breach or violation is incapable of being cured (in the reasonable opinion of SVF), or if such breach or violation is capable of being cured (in the reasonable opinion of SVF) but has not been cured within such one hundred and twenty (120) day period, then SVF may, by written request to the Company (the “SVF Special Request Notice”), require the Company to, at the option of SVF, either (A) waive the Company Right of First Refusal contemplated under Section 4.3 or (B) redeem any or all of the outstanding Equity Securities of the Company held by SVF, as the case may be, in accordance with the terms of this Section 9. The Equity Securities which are requested for redemption by the Company pursuant to this Section 9.7 are hereinafter referred to as the “SVF Special Redemption Shares”. The SVF Special Request Notice shall be given by hand or by mail to the registered office of the Company, or by fax or email in accordance with the contact information set forth in Exhibit G at least sixty (60) days prior to the date set forth therein on which such SVF Special Redemption Shares, are to be redeemed. The redemption price for each of the SVF Special Redemption Shares (the “SVF Special Redemption Price”) redeemed pursuant to this Section 9.7 shall be equal to (i) one hundred and thirty percent (130%) of the Series A-15 Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such SVF Redemption Share (for Redemption Shares that are Series A-15 Preferred Shares) and (ii) the applicable Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus a simple rate of 10% per annum for the applicable Series A-16 Original Purchase Price, calculated for a period of time commencing from the date on which the consideration for such Redemption Shares are fully paid to the Company pursuant to the Subscription Agreement and ending on the date that the Preferred Redemption Amount is paid in full by the Company, which in total shall be no more than one hundred and thirty percent (130%) of the applicable Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such SVF Redemption Share (for Redemption Shares that are Series A-16 Preferred Shares). The redemption of any SVF Special Redemption Shares pursuant to this Section 9.7 shall take place on the proposed redemption date set forth in the SVF Funds Request Notice at the offices of the Company, or such earlier date or other place as SVF and the Company may mutually agree in writing (each, an “SVF Special Redemption Date”). Section 9.3 shall apply, mutatis mutandis, to the redemption of the SVF Special Redemption Shares.

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9.8    Tagged Redemption Right. Within three (3) Business Days following receipt of any SVF Special Request Notice from SVF under Section 9.7, the Company shall send a written notice (such notice, a “Special Redemption Notice”) to Permira specifying receipt of the SVF Special Request Notice, the number of the Redemption Shares and the Company’s violation specified in the SVF Special Request Notice. Permira shall have the right to, by written request to the Company within fifteen (15) days after the receipt of the Special Redemption Notice, request the Company to redeem any or all of the outstanding Equity Securities of the Company held by Permira at applicable Redemption Price set forth in Section 9.4 (the “Tagged Redemption Right”). The Equity Securities which are requested for redemption by the Company pursuant to this Section 9.8 are hereinafter referred to as the “Permira Redemption Shares”.

9.9    Insufficient Funds of the Redemption Price.

(i)    If the Company fails to pay in full all the Redemption Price, the IFC/AMC Funds Redemption Price or the SVF Special Redemption Price (as the case may be) with respect to each Redemption Share, the IFC/AMC Funds Redemption Share, the SVF Special Redemption Share or the Permira Redemption Shares (as the case may be) at a Redemption Date, IFC/AMC Funds Redemption Date or SVF Special Redemption Date (as the case may be) because its assets or funds which are legally available on such date are insufficient or for any other reason, or if the Company is otherwise prohibited by Applicable Laws from making such redemption, (a) the Company shall, and each Shareholder shall approve the Company to, use its best efforts to increase the assets and funds which are legally available and to alleviate any other reason (including selling its assets and taking all other actions permitted under Applicable Law) and (b) those assets or funds which are legally available (the “Redemption Funds”) shall be paid and applied on the Redemption Date, IFC/AMC Funds Redemption Date or SVF Special Redemption Date (as the case may be) in the following order and manner:

(A)    If the holders of Series A-16 Preferred Shares exercised the Redemption Right (regardless of whether they are the Redemption Requesting Holders or are tagging along with other Redemption Requesting Holders, including SVF in the event that SVF exercises the SVF Redemption Right under Section 9.7 for the Series A-16 Preferred Shares held by it, and including that Permira exercises the Tagged Redemption Right under Section 9.8 for the Series A-16 Preferred Shares held by Permira), the Redemption Funds shall first be distributed ratably among holders of Series A-16 Preferred Shares in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) to pay for an amount up to the Preferred Redemption Amount for each Series A-16 Preferred Share.

Sch. A-36

(B)    Subject to Section 9.9(i)(A), and after the holders of Series A-16 Preferred Shares have received in full its Preferred Redemption Amount under Section 9.9(i)(A), IFC and/or AMC Funds, when exercising its redemption rights pursuant to Section 9.6 and SVF, when exercising its redemption rights (for the Series A-15 Preferred Shares held by it) pursuant to Section 9.7, shall have the right to receive an amount up to the Preferred Redemption Amount for each IFC/AMC Funds Redemption Share or SVF Special Redemption Share, as the case may be, before any Redemption Funds may be paid to any other Shareholder, provided that, if IFC and/or AMC Funds exercised their redemption rights pursuant to Section 9.6 and SVF exercised its redemption right (for the Series A-15 Preferred Shares held by it) pursuant to Section 9.7, and the Redemption Funds are insufficient to pay in full the Preferred Redemption Amount to IFC and/or AMC Funds and SVF, then the Redemption Funds shall be distributed ratably among IFC and/or AMC Funds and SVF (for the Series A-15 Preferred Shares held by it) in accordance with the number of Class A Ordinary Shares held by them (calculated on an as-converted basis, and with respect to SVF, only the Class A Ordinary Shares convertible from the Series A-15 Preferred Shares held by it may be calculated) to pay for their Preferred Redemption Amounts.

(C)    Subject to Section 9.9(i)(B), after IFC and/or AMC Funds and SVF have received in full its Preferred Redemption Amount under Section 9.8(i)(B), if the holders of Series A-15 Preferred Shares exercise the Redemption Right (regardless of whether they are the Redemption Requesting Holders or are tagging along with other Redemption Requesting Holders), the Redemption Funds shall be distributed ratably among holders of Series A-15 Preferred Shares (other than SVF to the extent that SVF has received in full its Preferred Redemption Amount and IFC and/or AMC Funds to the extent that IFC and/or AMC Funds have received in full its Preferred Redemption Amount) in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) to pay for an amount up to the Preferred Redemption Amount for each Series A-15 Preferred Share..

(D)    Subject to Section 9.9(i)(C) and and after payment in full of the Preferred Redemption Amount for each Series A-15 Preferred Share under Section 9.9(i)(C), the Redemption Funds shall then be distributed ratably among the remaining holders of Redemption Shares (other than IFC/AMC Funds to the extent that IFC/AMC Funds have received in full its Preferred Redemption Amount) to pay for an amount up to the Preferred Redemption Amount for each Redemption Share held by such remaining holders, in accordance with the number of the Class A Ordinary Shares held by such holders (calculated on an as-converted basis).

(E)    After payment in full of the Preferred Redemption Amount to the Redemption Requesting Holders, IFC and/or AMC Funds and/or SVF (as the case may be), the Redemption Funds shall then be distributed ratably among holders of Series A-16 Preferred Shares, in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) until the Redemption Price for each Redemption Shares has been paid in full.

Sch. A-37

(F)    Subject to Section 9.9(i)(E), and after payment in full of the Preferred Redemption Price to holders of Series A-16 Preferred Shares pursuant to Section 9.9(i)(E), the Redemption Funds shall then be distributed ratably among IFC and/or AMC Funds (if IFC and/or AMC Funds have exercised their redemption rights pursuant to Section 9.6) and SVF (if SVF has exercised its redemption rights (for the Series A-15 Preferred Shares held by it) pursuant to Section 9.7), in accordance with the number of the Class A Ordinary Shares held by them (calculated on as-converted basis) until the IFC/AMC Funds Redemption Price for each IFC/AMC Funds Redemption Share (if applicable) and/or SVF Special Redemption Price (for the Series A-15 Preferred Shares held by it) for each SVF Special Redemption Share (if applicable) have been paid in full.

(G)    Subject to Section 9.9(i)(F), and after payment in full of the IFC/AMC Funds Redemption Price for each IFC/AMC Funds Redemption Share (if applicable) and/or SVF Special Redemption Price for each SVF Special Redemption Share (if applicable), the Redemption Funds shall then be distributed ratably among holders of Series A-15 Preferred Shares (other than SVF to the extent that SVF has received in full the SVF Special Redemption Price and IFC and/or AMC Funds to the extent that IFC and/or AMC Funds have received in full the IFC/AMC Funds Redemption Price), in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) until the Redemption Price for each Redemption Shares has been paid in full.

(H)    Subject to Section 9.9(i)(G), and after payment in full of the aggregate Redemption Price for the Series A-15 Preferred Shares, any remaining Redemption Funds shall then be distributed ratably among the remaining holders of Redemption Shares (other than IFC/AMC Funds to the extent that IFC and/or AMC Funds have received in full the IFC/AMC Funds Redemption Price), in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis).

(ii)    All assets or funds of the Company that become legally available for the redemption of Shares thereafter shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments were due in accordance with Section 9.2, Section 9.6, Section 9.7 and Section 9.8 above. Subject to Applicable Laws, each Group Company shall transfer its assets and funds to the Company to enable the Company to satisfy its obligations under this Section 9.

(iii)    Without limiting any rights of the holders of the Redemption Shares, the IFC/AMC Funds Redemption Shares, the SVF Special Redemption Shares or the Permira Redemption Shares as the case may be, which are set forth in these Articles or are otherwise available under Applicable Laws, the balance of any Redemption Shares, IFC/AMC Funds Redemption Shares, SVF Special Redemption Shares or the Permira Redemption Shares, as the case may be, subject to redemption hereunder with respect to which the Company has become obligated to pay the Redemption Price, the IFC/AMC Funds Redemption Price, the SVF Special Redemption Price or Permira’s Redemption Price under Section 9.8, as the case may be, but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, the rights to preferential dividends) which such Redemption Shares, IFC/AMC Funds Redemption Shares, SVF Special Redemption Shares or the Permira Redemption Shares, as the case may be, had prior to such date, until the Redemption Price, IFC/AMC Funds Redemption Price, SVF Special Redemption Price or Permira’s Redemption Price under Section 9.8, as the case may be, has been paid in full with respect to such Redemption Shares, IFC/AMC Funds Redemption Shares, SVF Special Redemption Shares or Permira Redemption Shares, as the case may be.

Sch. A-38

9.10    Termination of Redemption Rights. The Redemption Rights provided in this Section 9 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

10.    Conversion Right. The holders (the “CR Holders”) of the Preferred Shares (the “CR Shares”) shall have the following rights described below with respect to the conversion of such CR Shares into Class A Ordinary Shares.

10.1    Optional Conversion.

(i)    Each CR Holder shall be entitled to convert any or all of its CR Shares at any time, without the payment of any additional consideration, into such number of fully paid and non-assessable Class A Ordinary Shares per CR Share, determined as follows. The number of Class A Ordinary Shares to which a holder shall be entitled upon conversion of any CR Share shall be equal to the applicable Original Purchase Price for such CR Share Price divided by the then-effective applicable Conversion Price for such CR Share. The initial Conversion Price of each Series A Preferred Share shall be equal to the applicable Original Purchase Price for such Share. For the avoidance of doubt, the initial conversion ratio for CR Shares to Class A Ordinary Shares shall be 1:1, subject to adjustments of the Conversion Price, as set forth below, provided that the Conversion Price shall not be less than the par value of the Class A Ordinary Shares. Such conversion shall be effected by the redemption of the CR Shares each at the applicable Original Purchase Price, and the application of the proceeds thereof in consideration for the issue to the relevant holder of the appropriate number of Class A Ordinary Shares at the Conversion Price. All rights incidental to the CR Shares (including the rights to any declared but unpaid dividends) shall terminate automatically upon any conversion of such CR Shares into Class A Ordinary Shares.

(ii)    The CR Holder who desires to convert its CR Shares into Class A Ordinary Shares shall surrender the certificate or certificates therefor (or an affidavit in respect of any lost certificates), duly endorsed, at the office of the Company or any transfer agent for the CR Shares, and shall give written notice to the Company at such office that such CR Holder has elected to convert such CR Shares. Such notice shall state the number of the CR Shares being converted. Thereupon, the Company shall promptly (and in any event within five (5) Business Days) issue and deliver to such CR Holder at such office a certificate or certificates for the number of Class A Ordinary Shares to which the CR Holder is entitled and shall update the register of members accordingly. No fractional Class A Ordinary Shares shall be issued upon conversion of the CR Shares, and the number of Class A Ordinary Shares to be so issued to a CR Holder upon the conversion of such CR Shares (after aggregating all fractional Class A Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole Class A Ordinary Share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates (or an affidavit in respect of any lost certificates) representing the CR Shares to be converted and when the register of members is updated, and the holder entitled to receive the Class A Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Ordinary Shares on such date.

Sch. A-39

10.2    Automatic Conversion.

(i)    Each CR Share shall automatically be converted into the appropriate number of fully-paid, non-assessable Class A Ordinary Shares at the then-effective and applicable Conversion Price upon the earlier of: (a) immediately prior to the consummation of a Qualified IPO, or (b) the written consents of Majority Series A Preferred Holders, provided that (i) the conversion of Series A-16 Preferred Shares into Class A Ordinary Shares under this Section 10.2 shall require the prior written approval of the holder(s) of a majority of the Series A-16 Preferred Shares, and (ii) the conversion of Series A-15 Preferred Shares into Class A Ordinary Shares under this Section 10.2 shall require the prior written approval of the holder(s) of a majority of the Series A-15 Preferred Shares. Any automatic conversion of CR Shares made pursuant to this Section 10.2 shall be effected automatically by the redemption of the requisite number of CR Shares at the applicable Original Purchase Price and the issuance of the appropriate number of Class A Ordinary Shares at the then-effective Conversion Price.

(ii)    In the event of an automatic conversion of the CR Shares pursuant to Section 10.2(i), all outstanding CR Shares shall be converted automatically without any further action by the CR Holders and whether or not the certificates representing such CR Shares are surrendered to the Company or its transfer agent in respect of such class or series of CR Shares. The Company shall give notices to the CR Holders of an automatic conversion at least twenty (20) Business Days prior to the date of conversion and as soon as practicable following the written consents required under Section 10.2(i) above. The Company shall not issue certificates in respect of any Class A Ordinary Shares into which the CR Shares have been converted upon automatic conversion unless the certificates in respect of the CR Shares so converted are either delivered to the registered office of the Company or to the office of its transfer agent in respect of such CR Shares or the CR Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

10.3    Adjustment to Conversion Price. The Conversion Price shall be adjusted from time to time as provided below:

(i)    Adjustment for Share Splits and Combinations. In the event that the outstanding Class A Ordinary Shares shall be subdivided (by share dividend, share split, or otherwise) into a greater number of Class A Ordinary Shares, the Conversion Price then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Class A Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Class A Ordinary Shares, the Conversion Price then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.

(ii)    Adjustment for Class A Ordinary Shares Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Class A Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Class A Ordinary Shares payable in additional Class A Ordinary Shares, the Conversion Price then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Conversion Price then in effect by a fraction (i) the numerator of which is the total number of Class A Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Class A Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Class A Ordinary Shares issuable in payment of such dividend or distribution.

Sch. A-40

(iii)    Adjustments for Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Class A Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a Liquidation Event pursuant to Section 8), then in any such event, provision shall be made so that, upon conversion of any CR Share thereafter, the holder of such CR Share shall receive the kind and amount of shares and other securities and property which the holder of such CR Share would have received had the CR Shares been converted into Class A Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto.

(iv)    Adjustment of Conversion Price Upon Issuance of Shares Below Then-Effective Conversion Price.

(A)    Anti-Dilution Adjustment. In the event that any time after the date of the Shareholders’ Agreement, the Company shall issue or sell any New Securities without consideration or for a consideration per share less than the applicable Conversion Price in effect applicable to any Investor on the date of and immediately prior to such issuance, then the Conversion Price in effect applicable to such Investor shall be reduced, concurrently with such issue, to the price determined in accordance with the following formula:

CP2 = CP1* (A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

(1)    “CP2” shall mean the Conversion Price, as applicable, in effect immediately after such issue or sale of New Securities;

(2)    “CP1” shall mean the Conversion Price, as applicable, in effect immediately prior to such issue or sale of New Securities;

(3)    “A” shall mean the number of Class A Ordinary Shares outstanding immediately prior to such issue or sale of New Securities;

(4)    “B” shall mean the number of Class A Ordinary Shares that would have been issued or sold if such New Securities had been issued or sold at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue or sale by CP1); and

(5)    “C” shall mean the number of such New Securities issued or sold in such transaction.

For purposes of the above calculation, the number of Class A Ordinary Shares outstanding immediately prior to such issue or sale of New Securities shall be calculated assuming conversion or exercise of all Ordinary Share Equivalents.

If at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for New Securities Shares and the effective conversion price of such Ordinary Share Equivalents is less than the Conversion Price in effect immediately prior to such issuance, then, this Section 10.3(iv)(A) shall apply and, for purposes of calculating any adjustment with respect to the Conversion Price, at the time of such issuance the Company shall be deemed to have issued the maximum number of New Securities issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each New Security deemed issued an amount equal to the effective conversion price of such Ordinary Share Equivalents. In no event will any adjustment hereunder be made to the extent it would result in any New Securities being issued for an amount which is less than the then effective par value of such Shares.

Sch. A-41

(B)    Determination of Consideration. For the purpose of making any adjustment to the Conversion Price or number of the Class A Ordinary Shares issuable upon conversion of the CR Shares, as provided above:

(1)    To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale;

(2)    To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by the Board), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

(3)    If any New Securities or Ordinary Share Equivalents exercisable, convertible or exchangeable for New Securities are issued or sold together with other Shares or other assets of the Company for consideration which covers both, the consideration received for the New Securities or such Ordinary Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by the Board) to be allocable to such New Securities or Ordinary Share Equivalents.

(v)    No Impairment. The Company shall not, by amendment of its Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but rather shall at all times in good faith assist in the carrying out of all the provisions of this Section 10.3 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the CR Holders against impairment.

(vi)    Certificate of Adjustment. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 10, the Company at its expense shall promptly (and in any event within ten (10) Business Days) compute such adjustment or readjustment in accordance with the terms hereof and furnish to each CR Holder affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall further, upon the written request at any time of any CR Holder, promptly (and in any event within ten (10) Business Days) furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustments and readjustments, (b) the Conversion Price at the time in effect, and (c) the number of Class A Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of CR Shares as of the date the written request was received.

Sch. A-42

(vii)    Other Dilutive Events. In case any event shall occur as to which the other provisions of this Section 10.3 are not strictly applicable, but the failure to make any adjustment to the Conversion Price would not fairly protect the conversion rights of the CR Holders in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Section 10.3, necessary to preserve, without dilution, the conversion rights of the CR Holders.

10.4    Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Class A Ordinary Shares, solely for the purpose of effecting the conversion of the CR Shares, such number of its Class A Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding CR Shares. If at any time the number of authorized but unissued Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding CR Shares, the Company and its Shareholders will take such corporate action as may, in the opinion of the Company’s counsel, be necessary to increase the Company’s authorized but unissued Class A Ordinary Shares to such number of Class A Ordinary Shares as shall be sufficient for such purpose.

Sch. A-43

EXHIBIT A

COMPETITOR LIST

1.    56PINGTAI (Shanghai Tiandihui Supply Chain Management Co., LTD)

天地汇（上海天地汇供应链管理有限公司）

2.    Loji Logistics (Beijing Yunke Network Technology Co., LTD)

骡迹智慧物流（北京运科网络科技有限公司）

3.    Transfer Logistics (Transfar Group Co., LTD)

传化物流（传化集团有限公司）

4.    Linan Logistics (Guangdong Linan Group)

林安物流（广东林安集团）

5.    G7 (Beijing Huitong Tianxia Logistics and Technology Co., LTD)

G7 货运人（北京汇通天下物联科技有限公司）

6.    HDC56 (Shenzhen Yiliu Technology Co., LTD)

好多车（ 深圳市易流车联信息技术有限公司）

7.    Log56.com (Hefei Weitian Yuntong Information Technology Co., LTD)

管车宝（合肥维天运通信息科技股份有限公司）

8.    ForU (Nanjing ForU Online Electronic Commerce Co., LTD)

福佑（南京福佑在线电子商务有限公司）

The English version above for this Competitor List is for reference purpose only. For any conflict between the Chinese version and the English version in this Exhibit A, the Chinese version shall be prevailed.

EXHIBIT B-1

YMM Founder

ZHANG Hui (张晖), a citizen of the PRC with his ID card number of ******

YMM Founder Holding Company

Full Load Logistics Information Co. Ltd

EXHIBIT B-2

HCB Founders

NO.	HCB Founder Name and ID Information	HCB Founder Holding Companies
1.	Wenjian DAI (戴文建), a citizen of the PRC with his ID card number of ******	Dai WJ Holdings Limited
2.	Peng LUO (罗鹏), a citizen of the PRC with his ID card number of ******	Luo P Holdings Limited
3.	Tianguang TANG (唐天广), a citizen of the PRC with his ID card number of ******	Tang TG Holdings Limited
4.	Xianfu LIU (刘显付), a citizen of the PRC with his ID card number of ******	Liu XF Holdings Limited
5.	Yun DAI (戴芸), a permanent resident of Hong Kong with her passport number of ******	Great Oak Trading LTD.

EXHIBIT C-1

YMM Investors

NO.	YMM Investor Short Name	YMM Investor Full Name and Registered Office
1.	Truck Work	Truck Work Logistics Information Co. Ltd, a company incorporated in the British Virgin Islands whose registered office is at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110.
2.	Lightspeed	Lightspeed China Partners I, L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Lightspeed China Partners I-A, L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
3.	Sequoia Capital	SCC Venture V Holdco I, Ltd., a company incorporated in Cayman Islands whose registered office is at Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.
4.	Yunfeng	Sunshine Logistics Investment Limited, a company incorporated in British Virgin Islands whose registered office is at 171 Main Street, Road Town, Tortola VG1110, British Virgin Islands.
5.	Capital Champion	Capital Champion Holdings Limited, a company incorporated in British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

NO.	YMM Investor Short Name	YMM Investor Full Name and Registered Office
6.	Nanjing Aide	Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership), a partnership incorporated in China whose registered office is at East Unit 3, Building 01, Dajianyin Lane No. 16, Gulou District, Nanjing, China.
7.	Xiang He	Xiang He Fund L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
8.	GGV	GGV Capital VI L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. GGV Capital VI Entrepreneurs Fund L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
9.	CMC	CMC Scania Holdings Limited, a company incorporated in Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
10.	Tiger	Internet Fund IV Pte. Ltd., a company incorporated in Singapore whose registered office is at 8 Temasek Boulevard #32-02, Suntec Tower Three, Singapore (038988).

NO.	YMM Investor Short Name	YMM Investor Full Name and Registered Office
11.	Artist Growth	Artist Growth Opportunity Fund I LP a company incorporated in USA with registered office at 20 West 55th Street, New York NY 10019, USA Artist Growth Opportunity I LP a company incorporated in USA with registered office at 20 West 55th Street, New York NY 10019, USA
12.	Tyrus	Tyrus-DA Global Sharing Economy No.2 a company incorporated in South Korea with registered office at 2nd Floor, 39 Teheran-ro 87-gil, Gangnam-gu, Seoul, South Korea 06166

EXHIBIT C-2

HCB Investors

NO.	HCB Investor Short Name	HCB Investor Full Name and Registered Office
1.	Tencent	Morespark Limited, a company incorporated in Hong Kong whose registered office is at 29/F, Three Pacific Place, 1 Queen’s Road East Wanchai, Hong Kong. Tencent Mobility Limited, a company incorporated in Hong Kong whose registered office is at 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong.
2.	Eastern Bell	Eastern Bell V Investment Limited, a company incorporated in the British Virgin Islands whose registered office is at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.
3.	Hillhouse	Hillhouse TCA TRK Holdings Limited, a company incorporated in the British Virgin Islands whose registered office is at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.
4.	Genesis	Genesis Capital I LP, an exempted limited partnership duly incorporated and validly existing under the laws of Cayman Islands, with its registered office at c/o MourantOzannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands
5.	All-Stars	All-Stars SP VI Limited Registered Address - Nemours Chambers, Road Town, Tortola, British Virgin Islands
6.	IFC	International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America

NO.	HCB Investor Short Name	HCB Investor Full Name and Registered Office
7.	TYP Holdings, LLC	TYP Holdings, LLC Registered Address: 650 5th Ave, Suite 3301, New York NY, 10019
8.	Teng Yue Partners Master Fund, LP	Teng Yue Partners Master Fund, LP Registered Address: Teng Yue Partners Master Fund, LP Mourant Ozannes 94 Solaris Avenue Camana Bay P.O. Box 1348 Grand Cayman, KY1- 1108 Cayman Islands
9.	Catalyst Fund	IFC Catalyst Fund, LP, a limited partnership established under the laws of Scotland, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433
10.	GEM Fund	IFC Global Emerging Markets Fund of Funds, LP, a limited partnership established under the laws of England, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433
11.	Techgiant	Techgiant Limited, a company registered in the British Virgin Islands;
12.	Baidu Capital	Baidu Capital L.P. Registered Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
13.	Champion Elite	Champion Elite Global Limited Registered address: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands

NO.	HCB Investor Short Name	HCB Investor Full Name and Registered Office
14.	GC GEM	GC GEM Co-investment Limited an exempted limited liability company incorporated in the Cayman Islands whose registered office is at Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108
15.	Guiyang VC	Guiyang Venture Capital Co., Ltd.(贵阳市创业投资有限公司) a company incorporated in the PRC whose registered office is at 10th Floor B Tower China Aluminum Sci&Tech Building, No.2 JingZhu Road, GuanShanhu District, Guiyang City, GuiZhou Province, PRC.

EXHIBIT C-3

Series A-15 Investors

No	Series A-15 Investor Short Name	Series A-15 Investor Full Name and Registered Office
1.	Zhang Hui	Full Load Logistics Information Co. Ltd a company incorporated in the British Virgin Islands whose registered office is at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands, VG1110.
2.	Wang Gang	Super Trolley Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Mini Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Kar Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Van Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Truck Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
3.	Lightspeed	LIGHTSPEED VENTURE PARTNERS SELECT II, L.P. a partnership incorporated in the Cayman Islands whose registered address is at C/O Maples Corporate Services Limited, Ugland House, South Church Street, George Town, Grand Cayman KY1-9002, Cayman Islands.

No	Series A-15 Investor Short Name	Series A-15 Investor Full Name and Registered Office
4.	Tencent	Tencent Mobility Limited, a company incorporated in Hong Kong whose registered office is at 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong.
5.	Sequoia Capital	SCC GROWTH IV 2018-H, L.P. a partnership incorporated in the Cayman Islands whose registered office is at Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
6.	All-Stars	All-Stars PESP II Limited a company incorporated in the British Virgin Islands whose registered office is at Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, VG1110, Tortola, British Virgin Islands. All-Stars SP VIII Limited a company incorporated in the British Virgin Islands whose registered office is at Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, VG1110, Tortola, British Virgin Islands.
7.	Genesis	Genesis Capital I LP, an exempted limited partnership incorporated in the Cayman Islands whose registered office is at c/o MourantOzannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands.
8.	Eastern Bell	Eastern Bell International II Limited a company incorporated in the British Virgin Islands whose registered office is at CCS Trustees Limited, 263 Main Street, Road Town, Tortola, British Virgin Islands.
9.	Hillhouse	Hillhouse TRK-III Holdings Limited a company incorporated in the Cayman Islands whose registered office is at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.

No	Series A-15 Investor Short Name	Series A-15 Investor Full Name and Registered Office
10.	Teng Yue	Teng Yue Partners Master Fund, LP a partnership incorporated in the Cayman Islands whose registered office is at Mourant Ozannes 94 Solaris Avenue Camana Bay P.O. Box 1348, Grand Cayman, KY1-1108 Cayman Islands. Teng Yue Partners RDLT, LP a partnership incorporated in the Cayman Island whose registered office is at 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, KY1-1108, Cayman Island.
11.	IFC	IFC CATALYST FUND, LP a limited partnership established under the laws of Scotland, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433. IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP a limited partnership established under the laws of Scotland, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433.
12.	Capital Champion	Capital Champion Holdings Limited, a company incorporated in the British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
13.	Xiang He	Xiang He Fund I, L.P. a partnership incorporated in the Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
14.	GGV	GGV Capital VI L.P., a partnership incorporated in the Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. GGV Capital VI Entrepreneurs Fund L.P., a partnership incorporated in the Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

No	Series A-15 Investor Short Name	Series A-15 Investor Full Name and Registered Office
15.	SVF	SVF Truck (Singapore) Pte. Ltd. a company incorporated in Singapore whose registered office is at 138 Market Street #27-01A, Capitagreen, Singapore 048946.
16.	China Reform Fund	Propitious Morningstar Limited a company incorporated in Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands
17.	CII Fund	China Internet Investment Fund (Limited Partnership), a partnership incorporated in PRC whose registered office is at A032, 1ST Floor, No. 2 Building, Keyuan Road No. 18, Daxing Economic Development Zone, Daxing District, Beijing(A032北京市大兴区大兴经济开发区科苑路18号 2幢一层A032号).
18.	Farallon Capital	Kite Holdings, LLC a partnership incorporated in the USA whose registered office is at Corporate Service Company, 251 Little Falls Drive, Wilmington, DE 19808, USA.
19.	CapitalG	CapitalG LP a partnership incorporated in the USA whose registered office is at 251 Little Falls Drive Wilmington, DE 19808, USA.
20.	Baillie Gifford	Scottish Mortgage Investment Trust plc a company incorporated in the United Kingdom whose registered office is at Carlton Square, 1 Greenside Row, Edinburgh EH1 3AN, United Kingdom.
21.	Ward Ferry	WF ASIAN RECONNAISSANCE FUND LIMITED a company incorporated in the Cayman Islands whose registered office is at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Ave, George Town, Grand Cayman KY1-9005, Cayman Islands.

No	Series A-15 Investor Short Name	Series A-15 Investor Full Name and Registered Office
22.	GSR	GSR VENTURES VI (SINGAPORE) PTE. LTD. a company incorporated in Singapore whose registered office is at 32 Pekin Street, #05-01, Singapore (048762).
23.	Riverhead Capital	Shanghai Shengjia Xinlue Investment Center LLP a partnership incorporated in PRC whose registered office is at Unit 705-20, 438 Pu Dian Rd, China (Shanghai) Pilot Free Trade Zone, Shanghai, China P.R. (中国(上海)自由贸易试验区浦电路 438号705-20室)
24.	New World	Best Will Project Company Limited a company incorporated in the British Virgin Islands whose registered office is at Portcullis Chambers, 4th Floor Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110.
25.	Woodbury Capital	Woodbury Capital Management Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
26.	ABC International	DYNAMIC MOVE INVESTMENTS LIMITED a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.
27.	Jade Orchid	Jade Orchid Limited a company incorporated in the British Virgin Islands whose registered office is at Woodbourne Hall, Road Town, Tortola, British Virgin Islands.
28.	Rose World	Rose World Capital Limited a company incorporated in the British Virgin Islands whose registered office is at Intershore Chambers, Road Town, Tortola, British Virgin Islands.
29.	North Land	North Land Global Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
30.	Zhang Ning	Ning Zhang an individual whose address is at ******

EXHIBIT C-4

Series A-16 Investors

No	Series A-16 Investor Short Name	Series A-16 Investor Full Name and Registered Office
1.	SVF	SVF Truck (Singapore) Pte. Ltd. a company incorporated in Singapore whose registered office is at 138 Market Street #27-01A, Capitagreen, Singapore 048946.
2.	Sequoia Capital	SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P. a partnership incorporated in Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P. a partnership incorporated in Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
3.	Permira	Permira PGO1 SPV Limited a limited liability company incorporated in Guernsey whose registered office is at First Floor, Albert House, South Esplanade, St Peter Port, Guernsey, GY1 1AJ.
4.	FIL	Fidelity China Special Situations PLC a closed-ended investment company incorporated in England and Wales, whose registered office is at Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RT, United Kingdom. (CSSIT) Fidelity Investment Funds an open-ended investment company incorporated in England and Wales, whose registered office is at Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RT, United Kingdom. (CHCF & ASOP) Fidelity Funds an open-ended investment company incorporated in Luxembourg, whose registered office is at 2a, Rue Albert Borschette, BP2174, L-1021 Luxembourg. (F/CHC & F/AXJ)
		Quilter Investors OEIC an open-ended investment company incorporated as an investment company with variable capital whose registered office is Senator House, 85 Queen Victoria Street, London EC4V 4AB. (QUILA) ERI-BayernInvest-Fonds Aktien Asien a fund established in Germany. (ERIA7)

EXHIBIT D

OTHER ORDINARY SHAREHOLDERS

NO.	Other Ordinary Shareholder Short Name	Other Ordinary Shareholder Full Name and Registered Office
3.	Master Quality	Master Quality Group Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
4.	Geng Xiaofang	Geng XF Holdings Limited a company incorporated in the British Virgin Islands whose registered office is at Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands
5.	Clouse S.A.	Clouse S.A. acting for the account of its compartment 27 whose address is at 5, Heienhaff, L-1736 Senningerberg Luxembourg.
6.	Star Beauty	Star Beauty Global Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
7.	PESP VIII Limited	Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British, Virgin Islands

Exhibit E

LIST OF RESTRICTED TRANSFEREES

The following entities and any Affiliate of the following entities:

1. Alibaba Group Holding Limited (阿里巴巴集团控股有限公司) (including Ant Financial Services Group (蚂蚁金融服务集团) and Cainiao Network Technology Co., Ltd. (菜鸟网络科技有限公司))

2. JD.com, Inc. (京东集团) (including JD Finance (北京京东金融科技控股有限公司) and JD Logistics)

3. Didi Chuxing Technology Co., Ltd. (滴滴出行科技有限公司)

4. China Internet Plus Group/Meituan-Dianping (新美大集团)

Exhibit F

SERIES A ORIGINAL PURCHASE PRICE

Class of Shares	Original Purchase Price (per share)
Series A-1 Preferred Shares	US$0.03386
Series A-2 Preferred Shares	US$0.09305
Series A-3 Preferred Shares	US$0.09305
Series A-4 Preferred Shares	US$0.16048
Series A-5 Preferred Shares	US$0.00008468
Series A-6 Preferred Shares	US$0.00580000
Series A-7 Preferred Shares	US$0.02610000
Series A-8 Preferred Shares	US$0.07650000
Series A-9 Preferred Shares	US$0.10860000
Series A-10 Preferred Shares	US$0.13206567
Series A-11 Preferred Shares	US$0.16015426
Series A-12 Preferred Shares	US$0.165883292
Series A-13 Preferred Shares	US$0.16048 plus a fraction, the numerator of which is the total interest accrued and paid under the Loan Agreement (as defined under the Subscription Agreement) and the denominator of which is 186,944,757
Series A-14 Preferred Shares	US$0.16048
Series A-15 Preferred Shares	US$0.36740095
Series A-16 Preferred Shares	US$0.57436476

Exhibit G

CONTACT INFORMATION

Parties	Attention	Contact Address	Tel	Email
Group	Simon Cai	1717 Tianshan Road, Tianshan SOHO, T2 Building, 16th floor, Changning District, Shanghai, PRC	******	******@amh-group.com/ ******@amh-group.com
ZHANG Hui/Full Load Logistics Information Co. Ltd	Zhang Hui	******	******	******@qq.com
DAI Wenjian/Dai WJ Holdings Limited	DAI Wenjian	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	/	******@56qq.com
LUO Peng/Luo P Holdings Limited	LUO Peng	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	/	******@56qq.com
TANG Tianguang/Tang TG Holdings Limited	TANG Tianguang	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	/	******@56qq.com
LIU Xianfu/Liu XF Holdings Limited	LIU Xianfu	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	/	******@56qq.com
DAI Yun/Great Oak Trading Ltd.	Richard ZHANG	Room 601, 6/F, Block 3, Lingkong SOHO 968 Jinzhong Road, Changning, Shanghai, PRC	/	******@qq.com

GENG Xiaofang/Geng XF Holdings Limited	Geng Xiaofang	******	******	******@qq.com
DWJ Partners Limited	DAI Wenjian	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	/	******@56qq.com
Tencent Mobility Limited	Compliance and Transactions Department Mergers and Acquisitions Department	c/o Tencent Holdings Limited Level 29, Three Pacific Place 1 Queen’s Road East Wanchai, Hong Kong with a copy to: Tencent Building, Keji Zhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen 518057, PRC	/	******@tencent.com ******@tencent.com
Morespark Limited	Compliance and Transactions Department Mergers and Acquisitions Department	c/o Tencent Holdings Limited Level 29, Three Pacific Place 1 Queen’s Road East Wanchai, Hong Kong with a copy to: Tencent Building, Keji Zhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen 518057, PRC	/	******@tencent.com ******@tencent.com
Eastern Bell International II Limited	Huang Xun (黄恂)	7C, East Hope Plaza, No.1777 Century Avenue, Pudong, Shanghai, PRC	******	******@ebvc.com.cn
Eastern Bell V Investment Limited	Huang Xun (黄恂)	7C, East Hope Plaza, No.1777 Century Avenue, Pudong, Shanghai, PRC	******	******@ebvc.com.cn
Genesis Capital I LP,	Ryan Szeto	Room 1517, 15/F, 100 Queen’s Road Central Central, Hong Kong SAR	******	******@gcfunds.com

All-Stars PESP II Limited	Weidong Ji	Suite 2103 Two Exchange Square, Central, Hong Kong.	******	******@allstarsinvestment.com
All-Stars SP VIII Limited	Weidong Ji	Suite 2103 Two Exchange Square, Central, Hong Kong.	******	******@allstarsinvestment.com
All-Stars SP VI Limited	Weidong Ji	Suite 2103, 21/F, Two Exchange Square, Central, Hong Kong	******	******@allstarsinvestment.com
International Finance Corporation	Global Head, IFC Venture Capital	International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America	******	/
TYP Holdings, LLC	Tao Li	650 Fifth Avenue, Suite 3301 New York, NY 10019	******	******@tengyuepartners.com
Teng Yue Partners Master Fund, LP	Tao Li	650 Fifth Avenue, Suite 3301 New York, NY 10019	******	******@tengyuepartners.com
Teng Yue Partners RDLT, LP	Tao Li	650 Fifth Avenue, Suite 3301 New York, NY 10019	******	******@tengyuepartners.com
IFC Catalyst Fund, LP	Fund Head, IFC Catalyst Fund, LP	IFC Asset Management Company, 2121 Pennsylvania Avenue NW, Washington D.C. 20433, United States of America	******	******@ifc.org ******@ifc.org

IFC Global Emerging Markets Fund of Funds, LP	Fund Head, IFC Global Emerging Markets Fund of Funds, LP	IFC Asset Management Company, 2121 Pennsylvania Avenue NW, Washington D.C. 20433, United States of America	******	******@ifc.org ******@ifc.org
GC GEM Co-investment Limited	Head, Fund of Funds with a copy to: Ryan Szeto	2121 Pennsylvania Avenue NW, Washington D.C. 20433 with a copy to: c/o Mourant Ozannes Corporate Services (Cayman) Ltd, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108	******	******@ifc.org ******@ifc.org ******@gcfunds.com
Hillhouse TCA TRK Holdings Limited	Liming Huang	北京市朝阳区新源南路3号平安国际金融中心 B 座 27 层 Floor 27, Building B, PingAn International Financial Center, Chaoyang, Beijing 100027, PRC	******	******@hillhousecap.com cc: ******@hillhousecap.com
Hillhouse TRK-III Holdings Limited	Liming Huang	北京市朝阳区新源南路3号平安国际金融中心 B 座 27 层 Floor 27, Building B, PingAn International Financial Center, Chaoyang, Beijing 100027, PRC	******	******@hillhousecap.com cc: ******@hillhousecap.com
Techgiant Limited	Jackson Junjie He	Unit 8205B, Level 82, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong	******	******@hkranklink.com
Baidu Capital L.P.	武文洁 Wenjie Wu	Room 2705, Block A, Fuxing SOHO plaza, No. 388 Madang Road, Huangpu District, Shanghai, 200025, China.	******	******@baiducapital.com
Truck Work Logistics Information Co. Ltd	王刚 Gang Wang	No. 15Junxi Bieshu Liting, Wanke Liangzhu Culture Village, Yuhang District, Hangzhou, Zhejiang Province (浙江省杭州市余杭区万科良渚文化村郡西别墅礼庭15号)	******	******@qq.com ******@qq.com

LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.	Christopher Schaepe	2200 Sand Hill Road, Suite 100, Menlo Park, CA 94025 USA	******	******@lsvp.com
Lightspeed China Partners I, L.P.	Lightspeed China Partners (光速中国创业投资有限公司)	No.2105, Floor 21, Xinmao Mansion, No.233 Taicang Road, Shanghai (上海市太仓路233号新茂大厦21层2105室)	******	/
Lightspeed China Partners I-A, L.P.	Lightspeed China Partners (光速中国创业投资有限公司)	No.2105, Floor 21, Xinmao Mansion, No.233 Taicang Road, Shanghai (上海市太仓路233号新茂大厦21层2105室)	******	/
SCC GROWTH IV 2018-H, L.P.	Eva Ip	Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands c/o Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong	******	******@sequoicap.com
SCC Venture V Holdco I, Ltd.	Eva Ip	Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands c/o Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong	******	******@sequoicap.com
Capital Champion Holdings Limited	李秀涛 Li Xiutao	Mansion No.2,Ocean Crown,Plot No.3,Wangjing East Park,Chaoyang District,Beijing,China	******	******@hxcentury.com
Xiang He Fund I, L.P.	Hesong Tang	PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands	******	******@xianghecap.com

GGV Capital VI L.P.	Stephen Hyndman, (With a copy to Jixun Foo)	3000 Sand Hill Road, Building 4, Suite 230, Menlo Park, CA 94025 (With a copy to Unit 3501, IFC II, 8 Century Avenue, Pudong District, Shanghai 200120, P.R.C.)	******	Email: ******@ggvc.com (With a copy to ******@ggvc.com)
GGV Capital VI Entrepreneurs Fund L.P.	Stephen Hyndman, (With a copy to Jixun Foo)	3000 Sand Hill Road, Building 4, Suite 230, Menlo Park, CA 94025 (With a copy to Unit 3501, IFC II, 8 Century Avenue, Pudong District, Shanghai 200120, P.R.C.)	******	Email: ******@ggvc.com (With a copy to ******@ggvc.com)
CMC Scania Holdings Limited	Han Gao, Legal Director (With a copy to: Alex Chen, Partner; Wei Choy Lee, Partner With a copy to (which shall not constitute notice): William Fong, Partner)	Suite 302, 3/F, Cheung Kong Centre, No. 2 Queen’s Road Central, Hong Kong (With a copy to: 13/F, South Tower, Beijing Kerry Center, No.1 Guang Hua Road, Chaoyang District, Beijing 100020 With a copy to (which shall not constitute notice): 9th Floor, Central Tower, 28 Queen’s Road Central, Hong Kong)	******	******@cmccap.com (With a copy to: ******@cmccap.com; ******@cmccap.com With a copy to (which shall not constitute notice): ******@whitecase.com)
Sunshine Logistics Investment Limited	Huang Xin	Suite 3501 K Wah Centre, 1010 Huaihai Road (M), Shanghai	******	/

Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership)	Li Bo (李勃)	7/F Ai De Business Centre, No. 16 Da Jian Yin Lane, Gulou District, Nanjing, PRC (中国南京市鼓楼区大锏银巷16号爱德商务中心七楼 )	******	******@vip.sina.com
Internet Fund IV Pte. Ltd.	Giri Mudeliar; Steven Boyd; Edward Lei	8 Temasek Boulevard #32-02, Suntec Tower Three, Singapore (038988)	******	******@tigerglobal.com; ******@tigerglobal.com; ******@tigerglobal.com
SVF Truck (Singapore) Pte. Ltd.	Legal Team	138 Market Street #27-01A, Capitagreen, Singapore 048946	******	******@softbank.com
Propitious Morningstar Limited	Ren Xuefeng（任雪峰）	Room 606, Building A of Yuhui Masion, No.73 Fucheng Road, Haidian District, Beijing (北京市海淀区阜成路73号裕惠大厦A座606)	******	******@chinareformfund.com.cn
China Internet Investment Fund (Limited Partnership) (中国互联网投资基金（有限合伙）)	Chen Tong（陈通）	China Internet Investment Fund, Building No. 20, Tianning Yihao Industrial Park, No.16 Lianhuachi East Road, Xicheng District, Beijing (北京市西城区莲花池东路16号 天宁一号产业园20号楼 中国互联网投资基金)	******	******@ciifund.cn
Kite Holdings, LLC	Colby Clark, Oise Akhigbe	Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, CA 94111 USA Attn: Operations	******	******@faralloncapital.com ******@faralloncapital.com ******@faralloncapital.com
CapitalG LP	Jeremiah Gordon	1600 Amphitheatre Parkway, Mountain View, California 94043	******	******@capitalg.com

Scottish Mortgage Investment Trust plc	Linda Lin Peter Singlehurst Keith Borrows Christopher Smith Eilidh Gillanders	c/o Baillie Gifford & Co, 1 Greenside Row, Edinburgh EH1 3AN, United Kingdom	******	******@bailliegifford.com ******@bailliegifford.com ******@bailliegifford.com ******@bailliegifford.com ******@bailliegifford.com
WF ASIAN RECONNAISSANCE FUND LIMITED	Vineet Mitera, Graham Ernst, Marcus Ng, Anubhav Kaul, Sihan Chen	c/o Ward Ferry Management Limited, 2608, 26th Floor, Two Exchange Square Central, Hong Kong	******	******@wardferry.com; ******@wardferry.com; ******@wardferry.com; ******@wardferry.com
DYNAMIC MOVE INVESTMENTS LIMITED	LIU Qianqian	Taikang International Tower Podium Building, No. 4 Wudinghou Street, Xicheng District, Beijing, China	******	******@abci.net.cn
GSR VENTURES VI (SINGAPORE) PTE. LTD.	Allen Zhu, Hweiying Leong, Siting Han	245 Lytton Avenue, Suite 350,Palo Alto, CA 94301, USA	******	******@gsrventures.cn, ******@gsrventures.com, ******@gsrventures.cn
Shanghai Shengjia Xinlue Investment Center LLP(上海盛嘉欣略投资中心（有限合伙）)	Zhenni Li	Unit 701, East Tower, World Financial Center, 1 Dong San Huan Middle Road, Chaoyang District, Beijing, China P.R.	******	******@riverheadcapital.cn
Best Will Project Company Limited	Wendy Wong	1111, 11/F, New World Tower I, 18 Queens Road Central, Hong Kong	******	******@nwd.com.hk cc: ******@nwd.com.hk

Woodbury Capital Management Limited	Cherie Chuck	34/F, New World Tower 1, Queen’s Road Central, Hong Kong	******	******@nwd.com.hk
Jade Orchid Limited	Jiang Chao(江超)	Building D, Xixi Creative Industrial Park, No. 683 of Wen’er West Road, Xihu District, Hangzhou, Zhejiang Province (浙江省杭州市西湖区文二西路683号西溪创意产业园 D幢)	******	******@aliyun.com
Rose World Capital Limited	Akuei SHIH	FLT D 1/F BLK 7 PARC VERSAILLES, 8 MUI SHUE HANG RD, SHUI WAI, TAI PO NT, HONG KONG	******	******@racapital.cn
North Land Global Limited	Carmen Ho / Alice Yap	10 Toh Guan Road #04-11 (Level 4B) DBS Asia Gateway Singapore 608838	******	******@dbs.com, ******@dbs.com
Super Trolley Investment Limited/ Super Mini Investment Limited/ Super Kar Investment Limited/ Super Van Investment Limited/ Super Truck Investment Limited	Gang Wang (王刚)	No. 15Junxi Bieshu Liting, Wanke Liangzhu Culture Village, Yuhang District, Hangzhou, Zhejiang Province (浙江省杭州市余杭区万科良渚文化村郡西别墅礼庭15号)	******	******@qq.com ******@qq.com
Guiyang Venture Capital Co., Ltd.(贵阳市创业投资有限公司)	Ke Zhu (朱科)	10th Floor B Tower China Aluminum Sci&Tech Building, No.2 JingZhu Road, GuanShanhu District, Guiyang City, GuiZhou Province, China	******	******@gyiig.com
Tyrus-DA Global Sharing Economy No.2	1. Danny Song 2. Boxing Wang	1. 2nd Floor, 39 Teheran-ro 87-gil, Gangnam-gu, Seoul, South Korea 06166 2. Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands	****** ******	******@tyrusholdings.com ******@duocapital.co

Artist Growth Opportunity Fund I LP, Artist Growth Opportunity I LP	Denise Sadowski	20 West 55th Street, 11th Floor, New York, NY 10019	******	******@artistcapital.com
Clouse S.A. acting for the account of its compartment 27	The Directors	5, Heienhaff L-1736 Senningerberg Luxembourg	******	******@sannegroup.com
Star Beauty Global Limited	Wong Man Chai	23 Floor Star River Hotel, No. 1 Panyu Road North, Panyu District, Guangzhou 511430, China	******	******@star-river.com
Fortune Nice International Limited	Huang Xiao Fang	Room 1401, Building 6, Xinghewan Garden, Panyu Avenue, Panyu District, Guangzhou, Guangdong Province	******	******@qq.com
Ning Zhang	Fan Zhengmei	******	******	******@rachem.com
PESP VIII Limited	Weidong Ji	Suite 2103 Two Exchange Square, Central, Hong Kong	******	******@allstarsinvestment.com
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P.	Finance Department	2800 Sand Hill Road, Suite 101, Menlo Park, CA 94205, U.S.A.	******	******@sequoiacap.com
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P.	Finance Department	2800 Sand Hill Road, Suite 101, Menlo Park, CA 94205, U.S.A.	******	******@sequoiacap.com
Permira PGO1 SPV Limited	The Directors	C/O AlterDomus, First Floor, Albert House, South Esplanade, St. Peter Port, Guernsey. GY1 1AJ	******	******@alterdomus.com ******@permira.com ******@permira.com ******@permira.com
Fidelity China Special Situations PLC; Fidelity Investment Funds; Fidelity Funds; Quilter Investors OEIC; ERI-BayernInvest-Fonds Aktien Asien	FIL Investment Legal	21/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong	******	******@fil.com

EX-3.2

Exhibit 3.2

Secretary’s Certificate

Full Truck Alliance Co. Ltd.

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

We, Conyers Trust Company (Cayman) Limited, Secretary of Full Truck Alliance Co. Ltd. DO HEREBY CERTIFY that the following is a true extract of a Special Resolution passed at the Extraordinary General Meeting of the Company held on 14 April 2021 and that such resolution has not been modified.

Amendment of memorandum of association

It is noted that the Company proposed to change the authorised number of Class A Ordinary Shares to 33,353,089,001 and the authorised number of Series A-16 Preferred Shares to 3,151,307,541.

Resolved as a special resolution, that paragraph 8 of the Fifth Amended M&A be amended in its entirety to read as follows:

“The authorised share capital of the Company is US$500,000 divided into 50,000,000,000 shares of par value of US$ 0.00001 each, of which (i) 33,353,089,001 shares are designated as Class A Ordinary Shares (the “Class A Ordinary Shares”), and 963,610,653 shares are designated as Class B Ordinary Shares (the “Class B Ordinary Shares”); (ii) 1,139,355,179 shares are designated as Series A-1 Preferred Shares (the “Series A-1 Preferred Shares”); (iii) 214,928,417 shares are designated as Series A-2 Preferred Shares (the “Series A-2 Preferred Shares”); (iv) 376,124,693 shares are designated as Series A-3 Preferred Shares (the “Series A-3 Preferred Shares”); (v) 1,431,243,120 shares are designated as Series A-4 Preferred Shares (the “Series A-4 Preferred Shares”); (vi) 736,177,535 shares are designated as Series A-5 Preferred Shares (the “Series A-5 Preferred Shares”); (vii) 397,653,060 shares are designated as Series A-6 Preferred Shares (the “Series A-6 Preferred Shares”); (viii) 695,016,200 shares are designated as Series A-7 Preferred Shares (the “Series A-7 Preferred Shares”); (ix) 392,106,200 shares are designated as Series A-8 Preferred Shares (the “Series A-8 Preferred Shares”); (x) 303,819,062 shares are designated as Series A-9 Preferred Shares (the “Series A-9 Preferred Shares”); (xi) 275,746,785 shares are designated as Series A-10 Preferred Shares (the “Series A-10 Preferred Shares”); (xii) 249,759,201 shares are designated as Series A-11 Preferred Shares (the “Series A-11 Preferred Shares”); (xiii) 429,972,942 shares are designated as Series A-12 Preferred Shares (the “Series A-12 Preferred Shares”); (xiv) 373,889,515 shares are designated as Series A-13 Preferred Shares (the “Series A-13 Preferred Shares”); (xv) 311,574,595 shares are designated as Series A-14 Preferred Shares (the “Series A-14 Preferred Shares”); (xvi) 5,204,626,301 shares are designated as Series A-15 Preferred Shares (the “Series A-15 Preferred Shares”); and 3,151,307,541 shares are designated as Series A-16 Preferred Shares (the “Series A-16 Preferred Shares”); provided always that subject to the Companies Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.”

Page 1 of 2

/s/ Charlotte Cloete

Charlotte Cloete for and on behalf of

Conyers Trust Company (Cayman) Limited

Secretary

Dated this 15^th day of April, 2021

Page 2 of 2

EX-3.3

Exhibit 3.3

THE COMPANIES ACT (As Revised)

EXEMPTED COMPANY LIMITED BY SHARES

SIXTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

Full Trust Alliance Co. Ltd.

(Adopted by way of a special resolution passed on April 14, 2021 and effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares on the Designated Stock Exchange)

1. The name of the Company is Full Truck Alliance Co. Ltd.

2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands or at such other place as the Directors may from time to time decide.

3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation:

(a) to act and to perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company;

(b) to act as an investment company and for that purpose to subscribe, acquire, hold, dispose, sell, deal in or trade upon any terms, whether conditionally or absolutely, shares, stock, debentures, debenture stock, annuities, notes, mortgages, bonds, obligations and securities, foreign exchange, foreign currency deposits and commodities, issued or guaranteed by any company wherever incorporated, or by any government, sovereign, ruler, commissioners, public body or authority, supreme, municipal, local or otherwise, by original subscription, tender, purchase, exchange, underwriting, participation in syndicates or in any other manner and whether or not fully paid up, and to meet calls thereon.

4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act (As Revised).

5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

8. The share capital of the Company is US$500,000 divided into 50,000,000,000 ordinary shares of a par value of US$0.00001 each comprising (a) 40,000,000,000 Class A Ordinary Shares of a par value of US$0.00001 each, (b) 10,000,000,000 Class B Ordinary Shares of a par value of US$0.00001 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Act (As Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

9. The Company may exercise the power contained in the Companies Act (As Revised) to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

10. Capitalized terms that are not defined in this Memorandum bear the same meanings as those given in the Articles of Association of the Company.

The Companies Act (As Revised)

Company Limited by Shares

SIXTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

Full Truck Alliance Co. Ltd.

(Adopted by way of a special resolution passed on April 14, 2021 and effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares on the Designated Stock Exchange)

I N D E X

SUBJECT	Article No.
Table A	1
Interpretation	2
Share Capital	3
Alteration Of Capital	4-7
Share Rights	8-9
Variation Of Rights	10-11
Shares	12-15
Share Certificates	16-21
Lien	22-24
Calls On Shares	25-33
Forfeiture Of Shares	34-42
Register Of Members	43-44
Record Dates	45
Transfer Of Shares	46-51
Transmission Of Shares	52-54
Untraceable Members	55
General Meetings	56-58
Notice Of General Meetings	59-60
Proceedings At General Meetings	61-65
Written Resolutions	65A
Voting	66-77
Proxies	78-83
Corporations Acting By Representatives	84
Board Of Directors	85
Disqualification Of Directors	86
Executive Directors	87-88
Alternate Directors	89-92
Directors’ Fees And Expenses	93-96
Directors’ Interests	97-100
General Powers Of The Directors	101-106
Borrowing Powers	107-110
Proceedings Of The Directors	111-120
Audit Committee	121-123
Officers	124-127
Register of Directors and Officers	128
Minutes	129
Seal	130
Authentication Of Documents	131
Destruction Of Documents	132
Dividends And Other Payments	133-142
Reserves	143
Capitalisation	144-145
Subscription Rights Reserve	146
Accounting Records	147-151
Audit	152-157
Notices	158-160
Signatures	161
Winding Up	162-163
Indemnity	164
Amendment To Memorandum and Articles of Association
And Name of Company	165
Information	166
Forum Selection	167

INTERPRETATION

TABLE A

1. The regulations in Table A in the Schedule to the Companies Act (Revised) do not apply to the Company.

INTERPRETATION

2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
“Act”	The Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands.
“Affiliate”	with respect to any person, means another person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified person. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity. With respect to a natural person, “Affiliate” shall also mean such person’s spouse, parents, children and siblings, whether by blood, marriage or adoption or anyone residing in such person’s home.
“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 121 hereof, or any successor audit committee.
“Auditor”	the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.
“Articles”	these Articles in their present form or as supplemented or amended or substituted from time to time.
“Board” or “Directors”	the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.
“capital”	the share capital from time to time of the Company.

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“Class A Ordinary Shares”	class A ordinary shares of par value US$0.00001 each of the Company having the rights set out in these Articles.
“Class B Ordinary Shares”	class B ordinary shares of par value US$0.00001 each of the Company having the rights set out in these Articles.
“clear days”	in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
“clearing house”	a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Company”	Full Truck Alliance Co. Ltd.
“competent regulatory authority”	a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory.
“Conversion Date”	in respect of a Conversion Notice means the day on which that Conversion Notice is delivered.
“Conversion Notice”	a written notice delivered to the Company at its Office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 9.
“Conversion Number”	in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate.
“Conversion Rate”	means, at any time, on a 1 : 1 basis.
“Conversion Right”	in respect of a Class B Ordinary Share means the right of its holder, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Act, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion.
“debenture” and “debenture holder”	include debenture stock and debenture stockholder respectively.
“Designated Stock Exchange”	New York Stock Exchange.

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“dollars” and “$”	dollars, the legal currency of the United States of America.
“Exchange Act”	the Securities Exchange Act of 1934, as amended.
“head office”	such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“Member”	a duly registered holder from time to time of the shares in the capital of the Company.
“month”	a calendar month.
“Notice”	written notice unless otherwise specifically stated and as further defined in these Articles.
“Office”	the registered office of the Company for the time being.
“ordinary resolution”	a resolution shall be an ordinary resolution when it has been (a) passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given; or (b) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;
“Ordinary Shares”	Class A Ordinary Shares and Class B Ordinary Shares collectively.
“paid up”	paid up or credited as paid up.
“Register”	the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.
“Registration Office”	in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.

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“SEC”	the United States Securities and Exchange Commission.
“Seal”	common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”	any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.
“special resolution”	a resolution shall be a special resolution when it has been (a) passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given, provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than two-thirds (2/3rd) in voting rights of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given or (b) a written resolution passed by unanimous consent of all Members entitled to vote; a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.
“Statutes”	the Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles.
“year”	a calendar year.

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include both gender and the neuter;

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(c) words importing persons include companies, associations and bodies of persons whether corporate or not;

(d) the words:

(i) “may” shall be construed as permissive;

(ii) “shall” or “will” shall be construed as imperative;

(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;

(f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

(g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

(h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

(i) Section 8 and Section 19 of the Electronic Transactions Act (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles.

SHARE CAPITAL

3. (1) The share capital of the Company at the date on which these Articles come into effect shall be US$500,000 divided into 50,000,000,000 ordinary shares of a par value of US$0.00001 each comprising (a) 40,000,000,000 Class A Ordinary Shares of a par value of US$0.00001 each, (b) 10,000,000,000 Class B Ordinary Shares of a par value of US$0.00001 each.

(2) Subject to the Act, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, any power of the Company to purchase or otherwise acquire its own shares shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it thinks fit.

(3) No share shall be issued to bearer.

- 5 -

ALTERATION OF CAPITAL

4. (1) The Company may from time to time by ordinary resolution in accordance with the Act alter the conditions of its Memorandum of Association to:

(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

(c) without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Board may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Members no resolution of the Members in general meeting is required for the issuance of shares of that class and the Board may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Act), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

(e) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided.

(2) No alteration may be made of the kind contemplated by Article 4(1), or otherwise, to the par value of the Class A Ordinary Shares or the Class B Ordinary Shares unless an identical alteration is made to the par value of the Class B Ordinary Shares or the Class A Ordinary Shares, as the case may be.

5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under Article 4 and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some persons to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

- 6 -

6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Act, reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by the Act.

7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

8. (1) Subject to the provisions of the Act, the rules of the Designated Stock Exchange and the Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

(2) Subject to the Act and the rules of the Designated Stock Exchange, any preferred shares may be issued or converted into shares that, at a designated date or at the option of the Company or the holder if so authorised by its Memorandum of Association, are liable to be redeemed on such terms and in such manner as the Members before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws and the rules of the Designated Stock Exchange.

9. Subject to Article 8(1), the Memorandum of Association and any resolution of the Members to the contrary and without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares, the share capital of the Company shall be divided into shares of two classes, Class A Ordinary Shares and Class B Ordinary Shares immediately upon the effectiveness of these Articles. Class A Ordinary Shares and Class B Ordinary Shares shall carry equal rights and rank pari passu with one another other than as set out below.

(a) As regards conversion

(i) Subject to the provisions hereof and to compliance with all fiscal and other laws and regulations applicable thereto, including the Act, a holder of Class B Ordinary Shares shall have the Conversion Right in respect of each Class B Ordinary Share. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances.

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(ii) Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Share calculated at the Conversion Rate. Such conversion shall take effect on the Conversion Date. A Conversion Notice shall not be effective if it is not accompanied by the share certificates in respect of the relevant Class B Ordinary Shares and such other evidence (if any) as the Directors may reasonably require to prove the title of the person exercising such right (or, if such certificates have been lost or destroyed, such evidence of title and such indemnity as the Directors may reasonably require). Any and all taxes and stamp, issue and registration duties (if any) arising on conversion shall be borne by the holder of Class B Ordinary Shares requesting conversion.

(iii) On the Conversion Date, every Class B Ordinary Share to be converted shall automatically be re-designated and re-classified as a Class A Ordinary Share with such rights and restrictions attached thereto and shall rank pari passu in all respects with the Class A Ordinary Shares then in issue and the Company shall enter or procure the entry of the name of the relevant holder of Class B Ordinary Shares as the holder of the same number of Class A Ordinary Shares resulting from the conversion of the Class B Ordinary Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificates in respect of the relevant Class A Ordinary Shares, together with a new certificate for any unconverted Class B Ordinary Shares comprised in the certificate(s) surrendered by the holder of the Class B Ordinary Shares, are issued to the holders thereof.

(iv) Until such time as the Class B Ordinary Shares have been converted into Class A Ordinary Shares, the Company shall:

(1) at all times keep available for issue and free of all liens, charges, options, mortgages, pledges, claims, equities, encumbrances and other third-party rights of any nature, and not subject to any pre-emptive rights out of its authorised but unissued share capital, such number of authorised but unissued Class A Ordinary Shares as would enable all Class B Ordinary Shares to be converted into Class A Ordinary Shares and any other rights of conversion into, subscription for or exchange into Class A Ordinary Shares to be satisfied in full; and

(2) not make any issue, grant or distribution or take any other action if the effect would be that on the conversion of the Class B Ordinary Shares to Class A Ordinary Shares it would be required to issue Class A Ordinary Shares at a price lower than the par value thereof.

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(b) As regards Voting Rights

Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of shares of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times, vote together as one class on all matters submitted to a vote for Members’ consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to the vote at general meetings of the Company.

(c) As regards Transfer

Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.

For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Company’s Register of Members; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any of Class B Ordinary Shares to secure a holder’s contractual or legal obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares upon the Company’s registration of the third party or its designee as a Member holding that number of Class A Ordinary Shares in the Register of Members.

VARIATION OF RIGHTS

10. Subject to the Act and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) separate general meetings of the holders of a class or series of shares may be called only by (i) the Chairman of the Board, or (ii) a majority of the Board (unless otherwise specifically provided by the terms of issue of the shares of such class or series). Nothing in this Article 10 shall be deemed to give any Member or Members the right to call a class or series meeting;

(b) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons (or in the case of a Member being a corporation, its duly authorized representative) together holding or representing by proxy not less than one-third of the voting power of the issued shares of that class;

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(c) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and

(d) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.

11. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

SHARES

12. (1) Subject to the Act, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount to par value. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Act. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by the Act, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum and Articles of Association.

(3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

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13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Act. Subject to the Act, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

14. Except as required by the Act, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by the Act) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

15. Subject to the Act and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the Member, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

16. A share certificate may be issued under the Seal or a facsimile thereof and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Board may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

17. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the payment of such reasonable out-of-pocket expenses as the Board from time to time determines, provided however, the Company is not obligated to issue a share certificate to a Members unless the Member requests it from the Company.

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19. Upon request by a Member, a share certificates shall be issued within the relevant time limit as prescribed by the Act or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate may be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article 20. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance may be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

21. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Board may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed.

LIEN

22. The Company shall have a first and paramount lien on every share that is not a fully paid share, for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share that is not a fully paid share registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the payment or discharge of the same shall have actually become due or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article 22.

23. Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a Notice, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

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24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall, subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale, be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

25. Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

28. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest in whole or in part.

29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

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31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

FORFEITURE OF SHARES

34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

(a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

(b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

(2) If the requirements of any such notice are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such notice.

36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

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38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with, if the Board shall in its discretion so requires, interest thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article 38 any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the Register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

42. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS

43. (1)The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:

(a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

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(b) the date on which each person was entered in the Register; and

(c) the date on which any person ceased to be a Member.

(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

44. The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after compliance with any notice requirement of the Designated Stock Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

RECORD DATES

45. For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of the Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

TRANSFER OF SHARES

46. Subject to these Articles, including, without limitation, in the case of Class B Ordinary Shares, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

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47. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 46, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share that is not a fully paid up share to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share that is not a fully paid up share on which the Company has a lien.

(2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the Member requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Act.

49. Without limiting the generality of Article 48, the Board may decline to recognise any instrument of transfer unless:-

(a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

(b) the instrument of transfer is in respect of only one class of share;

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(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Act or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(d) if applicable, the instrument of transfer is duly and properly stamped.

50. If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

51. The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

52. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

53. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or the Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

54. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings.

UNTRACEABLE MEMBERS

55. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article 55, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

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(2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares sent during the relevant period in the manner authorised by these Articles have remained uncashed;

(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article 55 shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

56. The Company may hold an annual general meeting and shall specify the meeting as such in the notices calling it. An annual general meeting of the Company shall be held at such time and place as may be determined by the Board.

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57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held at such times and in any location in the world as may be determined by the Board.

58. A majority of the Board may call general meetings, which general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine.

NOTICE OF GENERAL MEETINGS

59. (1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Act, if it is so agreed:

(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than two-thirds (2/3rd) in voting rights of the shares giving that right.

(2) The notice shall specify the time and place of the meeting and the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors.

60. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the notice) to send such instrument of proxy to, or the non-receipt of such notice or such instrument of proxy by, any person entitled to receive such notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

61. No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, one or more Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing a majority of all the voting power of the Company’s share capital in issue throughout the meeting shall form a quorum for all purposes.

62. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

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63. The Chairman of the Board shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or by proxy and entitled to vote shall elect one of their members to be chairman.

64. The chairman may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

65. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

WRITTEN RESOLUTIONS

65A. (1) Subject to these Articles, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Article.

(2) A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) all the Members, or all the Members of the relevant class thereof, entitled to vote thereon and may be signed in as many counterparts as may be necessary.

(3) A resolution in writing made in accordance with this Article is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Article to a meeting at which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

(4) A resolution in writing made in accordance with this Article shall constitute minutes for the purposes of the Act.

(5) For the purposes of this Article, the date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member to sign and any reference in any Article to the date of passing of a resolution is, in relation to a resolution made in accordance with this Article, a reference to such date.

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VOTING

66. (1) Holders of Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except as required by applicable law and subject to these Articles, holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all matters submitted to a vote of the Members.

(2) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands:

(a) every Member holding Class A Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one (1) vote for every fully paid Class A Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one (1) vote for every fully paid Class A Ordinary Share of which he is the holder; and

(b) every Member holding Class B Ordinary Shares present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have thirty (30) votes for every fully paid Class B Ordinary Share of which he is the holder and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have thirty (30) votes for every fully paid Class B Ordinary Share of which he is the holder.

(3) No amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share.

(4) Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by the chairman of such meeting or by any one or more Members who together hold not less than ten percent (10%) in nominal value of the total issued voting shares in the Company, present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting. A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

67. Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

68. If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman to disclose the voting figures on a poll.

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69. A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman directs. It shall not be necessary (unless the chairman otherwise directs) for notice to be given of a poll not taken immediately.

70. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

71. On a poll votes may be given either personally or by proxy.

72. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

73. All questions submitted to a meeting shall be decided by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, by proxy or, in the case of a Member being a corporation, by its duly authorised representative except where a greater majority is required by these Articles or by the Act. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

74. Where there are joint holders of any share any one of such joint holder may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

75. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

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76. No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

77. If:

(a) any objection shall be raised to the qualification of any voter; or

(b) any votes have been counted which ought not to have been counted or which might have been rejected; or

(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman on such matters shall be final and conclusive.

PROXIES

78. Any Member entitled to attend and vote at a general meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

79. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

80. The instrument appointing a proxy and, if required by the Board, the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places, if any, as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting or, if no place is so specified at the Registration Office or the Office, as may be appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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81. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

83. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATIONS ACTING BY REPRESENTATIVES

84. (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2) If a clearing house (or its nominee(s)) or a central depository entity, being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository entity (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or a central depository entity (or its nominee(s)) including the right to vote individually on a show of hands.

(3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

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BOARD OF DIRECTORS

85. (1) Unless otherwise determined by the Members in general meeting, the number of Directors shall not be less than three (3). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and shall hold office until their successors are elected or appointed or their office is otherwise vacated.

(2) Subject to the Articles and the Act, the Members may by ordinary resolution elect any person to be a Director either to fill a casual vacancy or as an addition to the existing Board.

(3) The Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board.

(4) No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company. Each Director shall hold office until the expiration of his term, or his removal or resignation from the Board, or until his successor shall have been elected and qualified.

(5) Subject to any provision to the contrary in these Articles, a Director may be removed by way of an ordinary resolution of the Members at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

(6) A vacancy on the Board created by the removal of a Director under the provisions of subparagraph (5) above may be filled by the election or appointment by ordinary resolution of the Members at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting.

(7) The Members may from time to time in general meeting by ordinary resolution increase or reduce the number of Directors but so that the number of Directors shall never be less than three (3).

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DISQUALIFICATION OF DIRECTORS

86. The office of a Director shall be vacated if the Director:

(1) resigns his office by Notice delivered to the Company at the Office or tendered at a meeting of the Board;

(2) becomes of unsound mind or dies;

(3) without special leave of absence from the Board, is absent from meetings of the Board for three consecutive times and the Board resolves that his office be vacated; or

(4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5) is prohibited by law from being a Director; or

(6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

EXECUTIVE DIRECTORS

87. The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article 87 shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

88. Notwithstanding Articles 93, 94, 95 and 96, an executive director appointed to an office under Article 87 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

89. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

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90. An alternate Director shall only be a Director for the purposes of the Act and shall only be subject to the provisions of the Act insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

91. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

92. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director provided always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS’ FEES AND EXPENSES

93. The Directors shall receive such remuneration as the Board may from time to time determine.

94. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

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95. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

96. The Board shall determine any payment to any Director or past Director of the Company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office (not being payment to which the Director is contractually entitled).

DIRECTORS’ INTERESTS

97. A Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

(c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and, unless otherwise agreed, no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such other company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

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Notwithstanding the foregoing, no “Independent Director” as defined in the rules of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the rules of the Designated Stock Exchange, shall take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company without the consent of the Audit Committee.

98. Subject to the Act and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 99 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction” as defined under applicable law or the rules of the Designated Stock Exchange, shall require the approval of the Audit Committee.

99. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

(b) he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

100. Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

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GENERAL POWERS OF THE DIRECTORS

101. (1)The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Members in a general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Members in a general meeting, but no regulations made by the Members in a general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

(2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

(a) To give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed.

(b) To give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration.

(c) To resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Act.

102. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

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103. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.

104. The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

105. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

106. (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

(2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

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BORROWING POWERS

107. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

108. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

109. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Members, appointment of Directors and otherwise.

110. (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Act, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Act in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

111. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

112. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board of which notice may be given in writing or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by the chief executive officer or chairman, as the case may be, or any Director.

113. (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be a majority of the Directors then in office, including the Chairman of the Board. An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

(2) Directors may participate in any meeting of the Board by means of a conference telephone, electronic or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

(3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

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114. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles as the quorum, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

115. The Chairman of the Board shall be the chairman of all meetings of the Board. If the Chairman of the Board is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

116. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

117. (1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

(2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

118. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.

119. A resolution in writing signed by all the Directors except such as are temporarily unable to act due to ill-health or disability shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.

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120. All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

COMMITTEES

121. Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the rules of the Designated Stock Exchange and the rules and regulations of the SEC.

122. (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

(2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

123. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall approve any transaction or transactions between the Company and any of the following parties: (i) any shareholder owning an interest in the voting power of the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary of the Company, (ii) any director or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii) any person in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any affiliate (other than a subsidiary) of the Company.

OFFICERS

124. (1) The officers of the Company shall consist of the Chairman of the Board, the Directors and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and these Articles. In addition to the officers of the Company, the Board may also from time to time determine and appoint managers and delegate to the same such powers and duties as are prescribed by the Board.

(2) The Directors shall elect, by a majority of the Directors then in office, amongst the Directors a chairman.

(3) The officers shall receive such remuneration as the Directors may from time to time determine.

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125. (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2) The Secretary shall perform such duties as are prescribed by the Act or these Articles or as may be prescribed by the Board.

126. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

127. A provision of the Act or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

128. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Act or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Act.

MINUTES

129. (1) The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of officers;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.

(2) Minutes shall be kept by the Secretary at the Office.

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SEAL

130. (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article 130 shall be deemed to be sealed and executed with the authority of the Board previously given.

(2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

AUTHENTICATION OF DOCUMENTS

131. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee thereof which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DESTRUCTION OF DOCUMENTS

132. (1) The Company shall be entitled to destroy the following documents at the following times:

(a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

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(c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

(d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article 132 shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article 132 shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article 132 and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIVIDENDS AND OTHER PAYMENTS

133. Subject to the Act and any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Board may from time to time declare dividends in any currency to be paid to the Members and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. Subject to the Act, the Company in general meeting may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board. At any and every time the Board or the Company in general meeting declare dividends, Class A Ordinary Shares and Class B Ordinary Shares shall have identical rights in the dividends so declared.

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134. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Act.

135. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide,

(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and

(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

136. The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment. The Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights

137. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

138. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

139. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

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140. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

141. Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

142. (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

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(iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

(b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in satisifaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

(2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article 142 shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article 142 in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.

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(b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article 142 , with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

(3) The Board may resolve or the Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article 142 a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to Members to elect to receive such dividend in cash in lieu of such allotment.

(4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article 142 shall not be made available or made to any Member with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

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RESERVES

143. (1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Act. The Company shall at all times comply with the provisions of the Act in relation to the share premium account.

(2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALISATION

144. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the basis that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article 144, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

145. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under Article 144 and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

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SUBSCRIPTION RIGHTS RESERVE

146. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Act:

(1) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:

(a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article 146) maintain in accordance with the provisions of this Article 146 a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;

(b) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by the Act;

(c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

(i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

(ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and

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(d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by the Act, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

(2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.

(4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and Members.

ACCOUNTING RECORDS

147. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Act or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

148. The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by the Act or authorised by the Board or the Members in general meeting.

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149. Subject to Article 150, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by the Act to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article 150 shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

150. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 149 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, a summary financial statement derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by Notice served on the Company, demand that the Company sends to him, in addition to a summary financial statement, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

151. The requirement to send to a person referred to in Article 149 the documents referred to in that article or a summary financial report in accordance with Article 150 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 149 and, if applicable, a summary financial report complying with Article 150, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.

AUDIT

152. Subject to applicable law and rules of the Designated Stock Exchange, the Board may appoint an Auditor, who shall hold office until removed from office by a resolution of the Board, to audit the accounts of the Company. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

153. Subject to the Act the accounts of the Company shall be audited at least once in every year.

154. The remuneration of the Auditor shall be determined by the Audit Committee or, in the absence of such an Audit Committee, by the Board.

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155. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

156. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

157. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Audit Committee. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction.

NOTICES

158. Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

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159. Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

(d) may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations.

160. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2) A notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

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SIGNATURES

161. For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received. The signature to any notice or document to be given by the Company may be written, printed or made electronically.

WINDING UP

162. (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

163. (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Act, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

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INDEMNITY

164. (1) The Directors, Secretary and other officers for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

(2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

AND NAME OF COMPANY

165. No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.

INFORMATION

166. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

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FORUM SELECTION

167. Save for any proceedings, actions, claims or complaints however so called, which rely on the provisions of the Securities Act of 1933 or the Exchange Act (as amended or superseded from time to time), and, in relation to which, such cause of action can only be determined by the courts within the United States of America (“US Actions”), the courts of the Cayman Islands (“Cayman Courts”) shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim (including any non-contractual dispute, controversy or claim) whether arising out of or in connection with these Articles or otherwise, including any question regarding their existence, validity, formation or termination, unless otherwise agreed by the Company, at its option, in writing. For the avoidance of doubt and without limiting the jurisdiction of the Cayman Courts to hear, settle and/or determine disputes related to the Company, the Cayman Courts shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Director, officer or other employee of the Company to the Company or the Members, (iii) any action asserting a claim arising pursuant to any provision of the Act or these Articles including but not limited to any purchase or acquisition of shares, security or guarantee provided in consideration thereof, or (iv) any action asserting a claim against the Company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognised under the laws of the United States of America from time to time). The federal courts of the United States of America shall have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy or claim in relation to any US Actions, unless otherwise agreed by the Company in writing. Without prejudice to the foregoing, if any part of this Article is held to be illegal, invalid or unenforceable under applicable law, the illegal, invalid or unenforceable portion of this Article shall not affect or impair the legality, validity or enforceability of the rest of the Articles and this Article shall be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction with whatever modification or deletion may be necessary so as best to give effect to the intention of the Company. Any person or entity purchasing or otherwise acquiring any share in or of the Company or other security of the Company whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to the provisions of this Article.

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EX-4.4

Exhibit 4.4

Execution Version

This FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into on November 17, 2020 by and among

(1) Full Truck Alliance Co. Ltd., an exempted company organized under the laws of the Cayman Islands with its registered office located at Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands (the “Company”);

(2) DWJ Partners Limited, Sertus Chambers, a company organized under the laws of the British Virgin Islands with its registered office of P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands;

(3) each Person listed on Schedule II hereto;

(4) the individual listed on Schedule III-1 hereto (the “YMM Founder”);

(5) the holding company owned by the YMM Founder (the “YMM Founder Holding Company”);

(6) each individual listed on Schedule III-2 hereto (each, a “HCB Founder” and collectively, the “HCB Founders”);

(7) each holding company respectively owned by each HCB Founder (each, a “HCB Founder Holding Company”, and collectively, the “HCB Founder Holding Companies”);

(8) each Person listed on Schedule IV-1 hereto (each, a “YMM Investor”, and collectively, the “YMM Investors”);

(9) each Person listed on Schedule IV-2 hereto (each, a “HCB Investor”, and collectively, the “HCB Investors”);

(10) each Person listed on Schedule V hereto (each, a “Series A-15 Investor”, and collectively, the “Series A-15 Investors”);

(11) each Person listed on Schedule VI hereto (each, a “Series A-16 Investor”, and collectively, the “Series A-16 Investors”); and

(12) each Person listed on Schedule VII hereto (each, an “Other Ordinary Shareholder”, and collectively, the “Other Ordinary Shareholders”).

Each of the forgoing parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.

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RECITALS

WHEREAS,

A. Full Truck Logistics Information Co. Ltd, an exempted company incorporated under the laws of the Cayman Islands (“YMM”) and Truck Alliance Inc., an exempted company incorporated under the laws of the Cayman Islands (“HCB”) consolidated into the Company (the “Consolidation”) pursuant to the Agreement and Plan of Consolidation entered into by and between YMM and HCB on November 16, 2017 (the “Consolidation Agreement”).

B. Pursuant to the Share Subscription Agreement dated November 17, 2020, by and among the Company, the Series A-16 Investors and certain other parties thereto (the “Subscription Agreement”), the Company has issued to the Series A-16 Investors collectively 2,071,854,130 Series A-16 Preferred Shares, constituting 10.634 % of the outstanding share capital of the Company on a fully-diluted basis as at the date hereof.

C. The Existing Shareholders (as defined below), the Company and certain other parties thereto entered into the fourth amended and restated shareholders’ agreement (the “Prior Shareholders’ Agreement”) on August 8, 2020.

D. The Key Subsidiaries registered under the laws of the PRC are engaged in intercity full-truck-load freight transaction services (excluding special vehicles) (the “Principal Business”).

E. The Existing Shareholders and the Series A-16 Investors collectively own, legally and beneficially, all of the issued share capital of the Company. The share ownership structure of the Company immediately after the Closing is set forth in the Capitalization Table attached hereto as Exhibit A.

F. The Parties wish to amend and restate the Prior Shareholders’ Agreement in its entirety to provide for certain matters relating to the financing, capital structure, management and operation of the Company and its Subsidiaries and the transfer of Equity Securities in the Company.

AGREEMENT

In consideration of the premises set forth above and the mutual promises set forth in this Agreement, the Parties hereby agree to amend and restate the Prior Shareholders’ Agreement in its entirety as follows:

1. Definitions and Interpretation.

1.1     Definitions. The following terms used in this Agreement shall have the meanings ascribed to them in the Schedule I. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in the Subscription Agreement.

1.2     Interpretation.

(i)     Directly or Indirectly. The phrase “directly or indirectly” means directly, or indirectly through one or more intermediate Persons or through contractual or other arrangements, and “direct or indirect” has the correlative meaning.

(ii)     Gender and Number. Unless the context otherwise requires, all words (whether gender-specific or gender neutral) shall be deemed to include each of the masculine, feminine and neuter genders, and words importing the singular include the plural and vice versa.

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(iii)     Headings. Headings and subheadings are included for convenience only and shall not affect the construction or interpretation of any provision of this Agreement.

(iv)     Include not Limiting. “Include”, “including”, “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the words “without limitation”.

(v)     Law. References to “law” shall include all applicable laws, regulations, rules and orders of any Governmental Authority, securities exchange or other self-regulating body, any common or customary law, constitution, code, ordinance, statute or other legislative measure and any regulation, rule, treaty, order, decree or judgment; and “lawful” shall be construed accordingly.

(vi)     References to Documents. References to this Agreement include the schedules and exhibits, which form an integral part hereof. A reference to any section, schedule or exhibit is, unless otherwise specified, to such section of, or schedule or exhibit to this Agreement. The words “hereof”, “hereunder” and “hereto”, and words of like import, unless the context requires otherwise, refer to this Agreement as a whole and not to any particular section hereof or schedule or exhibit hereto. A reference to any document (including this Agreement) is to that document as amended, consolidated, supplemented, novated or replaced from time to time.

(vii)     Share and Voting Power Calculations. In calculations of share numbers, (a) references to a “fully-diluted basis” mean that the calculation is to be made on the assumption that all shares of the Company then capable of being issued on the exercise of all conversion rights, option, warrants and other contractual rights have been issued, irrespective of whether or not such rights are then exercisable, which determination shall take into account the ESOP Shares, and all classes of shares of the Company are deemed to be converted into Class A Ordinary Shares and (b) references to an “as-converted basis” mean that the calculation is to be made assuming that all Preferred Shares and Class B Ordinary Shares in issue have been converted into Class A Ordinary Shares. All calculations shall be deemed to be on a fully-diluted basis unless otherwise specified. Any share number or per share amount referred to in this Agreement shall be appropriately adjusted to take into account any bonus share issue, share subdivision, share combination, share split, recapitalization, reclassification or similar event affecting the Class A Ordinary Shares after the date of this Agreement. Any reference to or calculation of shares in issue shall exclude treasury shares. In calculation of voting power, references to a “voting power” mean the vote(s) of each Share as calculated pursuant to Section 7.1(ii) hereof.

(viii)     Writing. References to writing and written include any mode of reproducing words in a legible and non-transitory form including emails and faxes.

(ix)     Language. This Agreement is drawn up in the English language. If this Agreement is translated into any language other than English, the English language text shall prevail.

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2. Information, Inspection and Observer Rights.

2.1     Information Rights. The Group Companies covenant and agree, and each Information Rights Holder agrees with the Company, that, unless otherwise agreed between such Information Rights Holder and the Company, commencing on the date hereof, the Company will deliver to each Information Rights Holder:

(i)     unaudited consolidated monthly financial statements in accordance with the PRC GAAP, US GAAP or IFRS and the key operating data of the Group Companies within twenty (20) days after the end of each fiscal month;

(ii)     unaudited consolidated quarterly financial statements of the Group Companies within forty-five (45) days after the end of each fiscal quarter in accordance with the PRC GAAP, US GAAP or IFRS;

(iii)     the annual consolidated financial statements of the Group Companies audited and certified by a reputable firm of independent certified public accountants of a national standing, including the balance sheet as of the end of such fiscal year and statements of income, shareholders’ equity, and cash-flow for such fiscal year, within one hundred and twenty (120) days after the end of each fiscal year, all prepared in accordance with the US GAAP or IFRS;

(iv)     a copy of the Group Companies’ Annual Business Plan for the following fiscal year duly approved by the Board, setting forth (1) the projected balance sheets, income statements and statements of cash flows for such fiscal year of the Company on a quarterly basis; (2) the projected budgets; and (3) all other material matters relating to the operation, development and business of the Group Companies, at least thirty (30) days prior to the beginning of each fiscal year;

(v)     the capitalization table of the Company, within ten (10) days after the end of each calendar quarter, and the latest updated capitalization table within five (5) Business Days after any change to the capital structure of the Company;

(vi)     the key operating data of the Group Companies within twenty (20) days after the end of each fiscal month; and

(vii)     promptly upon the written request by an Information Rights Holder but in any event within ten (10) days after the date of such written request, such other information relating to the financial condition and the Principal Business of the Group Companies as such holder shall reasonably request; provided, however, that the Company shall not be obligated under this Section 2.1(vii) to provide information (1) that the Board has reasonably determined in good faith is a trade secret or (2) the disclosure of which would prejudice the attorney-client privilege between the Group Companies and their counsel.

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The above rights as mentioned in Section 2.1 are collectively referred to as “Information Rights”. Each Information Rights Holder agrees with the Company that without the prior consent of the Company, such Information Rights Holder will not disclose any of the information it obtains from the Company or any Group Company under Section 2.1 to any third party other than to disclose (a) such information to (i) its accounting or tax advisor to comply with such Information Rights Holder’s financial statements preparation, tax returns preparation and reporting obligations pursuant to applicable regulatory requirements, and (ii) its Affiliates and its Affiliates’ directors, officers, employees, accountants, attorneys, auditors, investment advisors or other professionals (all such Persons described under (i) and (ii), the “Permitted Recipients”) on a need-to-know basis, provided that such Information Rights Holder shall cause its Permitted Recipients to be bound by confidentiality obligations, (b) such information if required by Applicable Laws or any Governmental Authority, (c) such information if it is or becomes generally available to the public other than as a result of disclosure by or at the direction of an Information Rights Holder or its Permitted Recipient in violation of this Agreement, (d) in the case of IFC and AMC Funds, such information solely for the purposes and in accordance with the World Bank Group Access to Information Policy so long as such disclosure does not relate to any confidential information in respect of any Information Rights Holder or the financial condition and the Principal Business of the Group Companies and (e) in the case of SVF, Permira, Farallon or Ward Ferry, such information to any limited partner that indirectly owns an interest in such Party to the extent that such information is an overview of key strategic initiatives of the Group, a summary of business of the Group, an explanation of major updates of the Group, a description of successes and future plans and/or general status of such Party’s investment in the Group.

Notwithstanding anything else in this Section 2.1 to the contrary, the Company shall provide IFC and AMC Funds copies of all notices, minutes, consents, and other materials that it provides to its Directors at the same time and in the same manner as provided to such Directors.

2.2     Inspection Rights. The Company further covenants and agrees that, each Inspection Rights Holder shall have (i) the right to inspect properties and facilities and inspect and audit records and books, compliance policies and procedures and related documents and correspondences in the possession of the Company and any of its Subsidiaries (including the HK Companies and the PRC Subsidiaries), and to make copies or extracts therefrom, at any time during regular working hours on reasonable prior notice to the Company, and (ii) the right to discuss the business, operations and conditions of the Company and any of its Subsidiaries (including the HK Companies and the PRC Subsidiaries) with its directors, officers, employees, accountants, legal counsel and investment bankers (the “Inspection Rights”); provided, however, that each Inspection Rights Holder shall agree to hold in confidence with respect to all information so received as stipulated in Section 13 of this Agreement.

2.3     Observer Rights. Each of SVF, Tiger, Yunfeng, CMC, Eastern Bell, All-Stars, Genesis and Hillhouse, as long as such Investor holds two percent (2%) or more of the Shares on a fully-diluted and as-converted basis, shall be entitled to appoint a representative (each, an “Observer”) to attend meetings of the Board and, if any Investor who is entitled to appoint director(s) to a Subsidiary Board has in fact appointed a director to a Subsidiary Board, each Observer shall be entitled to attend meetings of such Subsidiary Board, in each case, in a nonvoting observer capacity, and the Company shall and, if applicable, cause the relevant Subsidiary Board to, give such Observer copies of all notices, minutes, consents, and other materials that it provides to its Directors or its Subsidiary Board’s directors (as the case may be) at the same time and in the same manner as provided to such Directors or directors (as the case may be); provided, however, that such Observer shall agree to hold in confidence and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such Observer from any meeting or portion thereof if access to such information or attendance at such meeting would destroy the attorney-client privilege between the Company and its counsel, or result in disclosure of trade secrets or if such Investor or its Observer or any Affiliate of such Investor is in breach of Section 15.1 hereof (the “Observer Rights”).

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2.4     Termination of Rights. The Information Rights, Inspection Rights and Observer Rights shall terminate upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

3. Registration Rights.

3.1     Demand Registration.

(i)     Request for a Demand Registration. If the Company receives from the Holders holding in aggregate at least 20% of then outstanding Registrable Securities (the “Requesting Holders”), at any time beginning on one hundred eighty (180) days after the effective date of the Registration Statement pertaining to the Company’s IPO filed with and declared effective by either the Securities and Exchange Commission under the Securities Act or another Governmental Authority for a Registration in a jurisdiction other than the United States, a written request that the Company effect a Registration of Registrable Securities in any jurisdiction in which the Company has had a registered underwritten public offering, with respect to Registrable Securities representing at least US$ 100,000,000 in value, the Company shall give prompt written notice of the proposed Registration to all other Holders, and as soon as practicable, use its best efforts to effect the Registration of the Registrable Securities specified in the request of the Requesting Holders, together with any Registrable Securities as are specified in written requests of such other Holders given within fifteen (15) Business Days after such written notice from the Company is delivered to such Holders.

(ii)     Limitation on Demand Registration. The Company shall not be obligated to take any action to effect any Registration pursuant to Section 3.1(i) (a) after the Company has effected three (3) Registrations pursuant to Section 3.1(i), or (b) if the Holders requesting inclusion of Registrable Securities in such registration propose to sell such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

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(iii)     Underwriting of Demand Registration. If the Holders intend to distribute the Registrable Securities covered by their Registration pursuant to Section 3.1(i) by means of an underwriting, they shall so advise the Company as a part of their written request to the Company, and the Company shall include such information in the written notice to the other Holders. In such case, the right of any Holder to participate in any Registration pursuant to Section 3.1(i) shall be conditioned upon such Holder’s agreement to participate in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting. The Company shall (together with all Holders proposing to distribute their Registrable Securities through the underwriting) enter into an underwriting agreement in customary form with the representative (“Underwriter’s Representative”) of the underwriter or underwriters selected for the underwriting by the Holders of a majority in voting power of the Registrable Securities being Registered through such underwriting and reasonably acceptable to the Company. If the Underwriter’s Representative advises the Holders that market factors (including the aggregate number of Registrable Shares requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten thereto, and the number of shares to be included in the Registration shall be allocated first among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included; provided that the number of Registrable Securities held by Holders to be included in such underwriting pursuant to Section 3.1(i) will not be reduced unless all other securities are first entirely excluded from the underwriting. If any Holder disapproves the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the Underwriter’s Representative, and the Requesting Holders delivered at least five (5) days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement. If securities are so withdrawn from the Registration, and if the number of securities to be included in such Registration was previously reduced as a result of marketing factors pursuant to this Section 3.1(iii), then the Company shall offer to all Holders who were so reduced the right to include additional Registrable Securities in the Registration in an aggregate amount equal to the number so withdrawn, with such securities to be allocated first among such Holders in proportion to the respective amounts of Registrable Securities reduced pursuant to this Section 3.1(iii).

(iv)     Right of Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting any Registration pursuant to Section 3.1(i), a certificate signed by the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company’s interests for such Registration Statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than one hundred and twenty (120) days after receipt of the request of the Requesting Holders; provided, however, that the Company may not utilize this right of deferral more than once in any twelve (12) month-period.

3.2     Piggyback Registration.

(i)     General. Subject to this Section 3.2, if the Company proposes to register any Equity Securities for its own account or for the account of any Person that is not a Holder, then in connection with the public offering of such securities, the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within twenty (20) days after delivery of such notice, the Company shall include in such Registration any Registrable Securities thereby requested by such Holder. If a Holder decides not to include all or any of its Registrable Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(ii)     Right to Terminate Registration. The Company shall have the right to terminate or withdraw any Registration initiated by it under this Section 3.2 prior to the effectiveness of such Registration, whether or not any Holder has elected to participate therein. The expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 3.4.

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(iii)     Underwriting of Piggyback Registration. In connection with any offering involving an underwriting of the Company’s Equity Securities, the Company shall not be required to register the Registrable Securities of a Holder under this Section 3.2 unless such Holder’s Registrable Securities are included in the underwriting and such Holder enters into an underwriting agreement in customary form with the underwriters selected by the Company and setting forth such terms for the underwriting as have been agreed upon between the Company and the underwriters; provided, however, that no Holder shall be required to give any representations or warranties with respect to the Company or any operations or assets of the Company, other than as to the ownership and title to such Holder’s Equity Securities. In the event the underwriters or the managing underwriter advises Holders seeking Registration of Registrable Securities pursuant to this Section 3.2 in writing that the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the class of securities offered or the market for the class of securities offered or the Commission or another Governmental Authority for a Registration in a jurisdiction other than the United States requires a reduction in the number of securities to be sold in the offering, then the underwriter(s) may exclude some or all Registrable Securities from the Registration and underwriting after excluding any other Equity Securities (including all Equity Securities that are not Registrable Securities and held by persons other than Holders) from the underwriting, and the number of Equity Securities and Registrable Securities that may be included in the Registration and the underwriting shall be allocated (a) first, to the Company, (b) second, among the Holders requesting inclusion of their Registrable Securities in such Registration Statement in proportion, as nearly as practicable, to the respective amounts of Registrable Securities which the Holders would otherwise be entitled to include in the Registration and (c) third, to any other shareholder other than a Holder on a pro rata basis; provided, that, no Registrable Securities of the Holders shall be excluded until all securities held by the holders of Class A Ordinary Shares, directors, officers and employees of the Company have been excluded, but in no event other than a Qualified IPO (in which case the amount of the Registrable Securities included by the Holders may be reduced to zero), may the amount of the Registrable Securities included by the Holders be reduced below 30% of the total Class A Ordinary Shares to be included in the Registration and underwriting, as determined on a fully-diluted, as-converted basis. If any Holder disapproves the terms of any underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwriting shall be withdrawn from such Registration, but may be included in any subsequent request for Registration or subsequent Registration.

(iv)     Exempt Transactions. The Company shall have no obligation to register any Registrable Securities under this Section 3.2 in connection with a Registration by the Company (a) relating solely to the sale of securities to participants in a Company equity incentive plan, or (b) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (c) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

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(v)     No Other Piggyback Registrations. Without the prior consent of the holders of a majority of the Registrable Securities then outstanding, no Person shall be granted the registration rights as provided under this Section 3.2 on parity with or superior to any Holder or any other rights to include Equity Securities in any Registration filed under Section 3.1, Section 3.2 or Section 3.3, unless under the terms of such agreement such holder or prospective holder may include such Equity Securities in any such Registration only to the extent that the inclusion of such Equity Securities will not reduce the amount of the Registrable Securities of the Holders that are included.

3.3     Form F-3 Registration.

(i)     Request for a Form F-3 Registration. After the consummation of the IPO, the Company shall use its best efforts to qualify for registration on Form F-3. At any time after the Company becomes eligible to use Form F-3 in connection with a public offering of its securities, the Holders holding in the aggregate at least 15% of then outstanding Registrable Securities (the “F-3 Initiating Holders”) may make a written request to the Company to Register (including a Registration for the sale on a continuous or a delayed basis by the Holders of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission), and the Company shall Register, under the Securities Act on Form F-3 (an “F-3 Registration”) the number of Registrable Securities specified in such request. The Company shall use its reasonable best efforts to cause a Registration Statement in respect of any F-3 Registration to become effective not later than ninety (90) days after the Company receives a request under this Section 3.3(i).

(ii)     Inclusion of Registrable Securities in F-3 Registration. Each Holder other than the F-3 Initiating Holders in respect of any F-3 Registration shall have the right to have all or any portion of its Registrable Securities included in such F-3 Registration as provided in Section 3.3(i). Within ten (10) days after the receipt of a request for a F-3 Registration from the F-3 Initiating Holders, the Company shall (a) give written notice thereof to all of the Holders (other than the F-3 Initiating Holders) and (b) include in such registration such number of Registrable Securities specified in each written request for inclusion therein delivered by any Holder to the Company not later than ten (10) days after delivery to such Holders of the written notice referred to in section (a) above. The failure of any Holder to respond within such 10-day period referred to in section (b) above shall be deemed to be a waiver of such Holder’s rights under this Section 3.3 with respect to such F-3 Registration.

(iii)     Limitation on F-3 Registration. The Company shall not be required to effect any registration pursuant to Section 3.3(i), (a) within ninety (90) days after the effective date of any other Registration Statement of the Company, (b) if within the twelve (12)-month period preceding the date of such request, the Company has effected two (2) registrations on Form F-3 pursuant to Section 3.3(i), or (c) if Form F-3 is not available for such offering by the F-3 Initiating Holders, or (d) if the Holders requesting inclusion of Registrable Securities in such registration propose to sell such Registrable Securities in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act.

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(iv)     No Demand Registration. No registration requested by any Holder pursuant to this Section 3.3 shall be deemed a Demand Registration pursuant to Section 3.1.

3.4     Expenses. All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including all Registration, filing and qualification fees, printers’ and accounting fees (including any expenses arising from any “cold comfort” letters or any special audits incident to or required by any registration or qualification), “roadshow” expenses if the underwriters advise that a “roadshow” is advisable to complete the proposed sale of Registrable Securities, fees and disbursements of counsel for the Company and reasonable fees and disbursement of one (1) counsel for all selling Holders, shall be borne by the Company. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 3.1 if the Registration request is subsequently withdrawn at the request of the Holders holding in aggregate at least 50% of then outstanding Registrable Securities, unless such Holders agree that such Registration constitutes the use of one (1) demand registration pursuant to Section 3.1.

3.5     Obligations of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously as reasonably possible:

(i)     Registration Statement. Prepare and file with the Commission a Registration Statement with respect to those Registrable Securities and use its best efforts to cause that Registration Statement to become effective, and, upon the request of the Holders holding a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective for a period of up to ninety (90) days until the distribution contemplated in the Registration Statement has been completed; provided, however, that such 90-day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such Registration Statement at the request of underwriter(s) or the Commission; provided, further, that the Company shall not be deemed to have kept the Registration Statement effective if the Company voluntarily takes any action or omits to take any action that would result in the inability of any Holder of Registrable Securities covered by such Registration Statement to be able to offer and sell any such Registrable Securities during the term of this Agreement, unless such action or omission is required by Applicable Laws.

(ii)     Amendments and Supplements. Prepare and file with the Commission such amendments and supplements to such Registration Statement and the prospectus used in connection with such Registration Statement as may be necessary to comply with the provisions of the Applicable Securities Laws with respect to the disposition of all securities covered by such Registration Statement.

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(iii)     Prospectuses. Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus and any supplement thereto (in each case including all exhibits), required by Applicable Securities Laws, and any other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(iv)     Blue Sky. Use its best efforts to register and qualify the securities covered by the Registration Statement under the securities or “blue sky” laws of any jurisdiction as shall be reasonably requested by the Holders, provided that the Company shall not be required to qualify to do business or file a general consent to service of process in any such jurisdictions unless the Company is already subject to service in such jurisdictions and except as may be required under the Applicable Securities Laws.

(v)     Underwriting. In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriters of the offering. Each Holder or other shareholder participating in the underwriting shall also enter into and perform its obligations under such an agreement.

(vi)     Notification. Promptly notify each Holder of Registrable Securities covered by the Registration Statement: (a) of the issuance of any stop order by the Commission in respect of such registration statement, (b) when a prospectus relating thereto is required to be delivered under the Applicable Securities Laws, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(vii)     Opinion and Comfort Letter. Furnish, at the request of any Holder requesting Registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such Registrable Securities are being sold through underwriters, or on the date that the registration statement with respect to such securities becomes effective, if such Registrable Securities are not being sold through underwriters, (a) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such Registration (or other appropriate counsel), in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting Registration, addressed to the underwriters, if any, and (b) letters dated as of (x) the effective date of the Registration Statement covering such Registrable Securities and (y) the closing date of the offering from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting Registration, addressed to the underwriters, if any.

3.6     Information from Holders. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 3.1, 3.2 or 3.3 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder’s Registrable Securities.

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3.7     Termination of Registration Rights. Unless otherwise stated in this Agreement, the public offering and registration rights provided in this Agreement terminate upon the earlier of (i) five (5) years after the consummation of a Qualified IPO, or, (ii) if all such Registrable Securities proposed to be sold by a Holder may then be sold without restrictions in any ninety (90)-day period on or after a Qualified IPO pursuant to Rule 144 promulgated under the Securities Act.

3.8     Assignment of Registration Rights. The right to cause the Company to register the Registrable Securities pursuant to this Agreement may be assigned by any Holder to (i) any partner of any Holder which is a partnership, any member of any Holder which is a limited liability company, any family member or trust for the benefit of any individual Holder, any Affiliate of any Holder, or (ii) subject to the prior written approval from the Company (which approval shall not be unreasonably withheld by the Company), a transferee which acquires at least 10% of the total Registrable Securities (as adjusted for share dividends, splits, combinations, recapitalizations or similar events); provided, that: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this Agreement.

3.9     Market Stand-off. Each of the holders of Shares agrees that, so long as it holds any voting securities of the Company, upon request by the underwriters managing the IPO of the Company’s securities, it will enter into a mutually agreeable form of lock-up or similar agreement with such managing underwriter with a term commencing from the effective date of the Registration Statement covering such IPO or the pricing date of such offering as may be requested by the underwriters. The term of such lock up arrangement shall in no event exceed one hundred and eighty (180) days following the IPO. The foregoing agreement shall not apply in the case of the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement or any offering after the IPO, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Company’s outstanding shares enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Company’s outstanding shares from his, her or its sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Company’s securities to execute a market stand-off agreement containing substantially similar provisions as those contained in this Section 3.9.

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3.10     Indemnification.

(i)     By the Company. To the extent permitted by the Applicable Laws and its memorandum and articles of association, the Company will indemnify and hold harmless each selling Holder, such Holder’s officers, directors, shareholders, members, partners, legal counsel and accountants, any underwriter (as defined in Applicable Securities Laws) for such Holder and each Person, if any, who controls (as defined in Applicable Securities Laws) such Holder or underwriter against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Applicable Laws and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each, a “Violation”):

(A)     any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, including any preliminary prospectus or final prospectus or any “free writing prospectus” (as defined in Rule 405 under the Securities Act) used in connection with the sale of any Registrable Securities contained therein or any amendments or supplements thereto;

(B)     the omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading; or

(C)     any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws.

and the Company will reimburse each such Holder, its partner, officer, director, legal counsel, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity contained in this Section 3.10(i) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such Registration by such Holder, or any partner, officer, director, legal counsel, underwriter or controlling person of such Holder.

(ii)     By the Holders. To the extent permitted by the Applicable Laws, each selling Holder will, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each Person, if any, who controls (as defined in Applicable Securities Laws) the Company, such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such Registration; and each such Holder will reimburse any person intended to be indemnified pursuant to this Section 3.10(ii), for any legal or other expenses reasonably incurred by such person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity contained in this Section 3.10(ii) shall not apply to amounts paid in settlement of any such investigation or proceeding if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld); and provided, further, that in no event shall the total amount of the indemnities under this Section 3.10(ii) exceed the net proceeds from the offering received by such Holder less any losses, costs and expenses such Holder has already incurred.

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(iii)     Notice of Indemnification Claim. Promptly after receipt by a party indemnified under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnified Party”) of notice of the commencement of any action (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to be made against any party giving indemnification under Section 3.10(i) or Section 3.10(ii) (each, an “Indemnifying Party”), deliver to the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Indemnifying Parties. An Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 3.10, but the omission to deliver written notice to the Indemnifying Party will not relieve it of any liability that it may have to any Indemnified Party otherwise than under this Section 3.10.

(iv)     Contribution. If any indemnification provided for in Section 3.10(i) or Section 3.10(ii) is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and of the Indemnified Party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The Parties agree that it would not be just and equitable if contributions pursuant to this Section 3.10 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 3.10(iv). Notwithstanding the provisions of this Section 3.10(iv), (a) no Holder will be required to contribute any amount in excess of the net proceeds to such Holder from the sale of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement less any losses, costs and expenses such Holder has already incurred; and (b) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

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(v)     Survival. The obligations of the Company and Holders under this Section 3.10 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement.

3.11     Reports under the Securities Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any comparable provision of any Applicable Securities Law that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3 (or any comparable form in a jurisdiction other than the United States), the Company agrees to:

(i)     make and keep publicly available information so long as necessary to permit sales pursuant to Rule 144 under the Securities Act, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(ii)     file with or submit to the Commission in a timely manner all reports and other documents required of the Company under all Applicable Securities Laws; and at any time following sixty (60) days after the effective date of an IPO by the Company, promptly furnish to any Holder holding Registrable Securities, upon request (a) a written statement by the Company that it has complied with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (b) a copy of the most recent annual or quarterly report of the Company and such other reports and documents as may be filed by the Company with the Commission, and (c) such other information, or take any action, as may be reasonably requested in availing any Holder of any rule or regulation of the Commission, that permits the selling of any such securities without Registration or pursuant to Form F-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed).

4. Preemptive Rights.

4.1     Restrictions. Subject to Section 5.9(iii), the Company shall not issue or sell any New Securities of any type or class to any Person (the “Proposed Recipient”) unless the Company has first offered to the holders of the Preferred Shares (collectively, the “PR Holders” and each, a “PR Holder”) the right to purchase such PR Holder’s Pro Rata Share of such issuance (the “Preemptive Rights”) and the right to oversubscribe if any other PR Holder elects not to purchase or not to fully purchase its Pro Rata Share of such New Securities (the “Oversubscription Rights”), payable solely in cash, equal to the price per share to be paid by the Proposed Recipient and on the same terms and conditions as are offered to the Proposed Recipient. For the purpose of this Section 4, each PR Holder’s Pro Rata Share shall be equal the number of the New Securities (rounded to the nearest whole share) proposed to be issued, multiplied by a fraction, which equals the number of Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by such PR Holder divided by the aggregate number of all Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all the Shareholders immediately prior to the issuance of New Securities giving rise to the Preemptive Rights.

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4.2     Exercise of Rights.

(i)     Exercise of Preemptive Rights. Not less than fifteen (15) Business Days before a proposed issuance of New Securities (a “Proposed Issuance”), the Company shall deliver to each PR Holder a written notice (the “Issuance Notice”) of the Proposed Issuance setting forth (i) the number, type and terms of the New Securities to be issued, (ii) the consideration to be received by the Company in connection with the Proposed Issuance, and (iii) the identity of the Proposed Recipients. Within fifteen (15) Business Days following the receipt of the Issuance Notice (the “Preemption Period”), each PR Holder electing to exercise its Preemptive Rights (each, a “Preemption Participating Holder”) shall have the right to purchase all or a portion of such Preemption Participating Holder’s Pro Rata Share of such New Securities for the price and upon the terms and conditions specified in the Issuance Notice by giving written notice to the Company and stating therein the number of New Securities to be purchased (not to exceed such Preemption Participating Holder’s Pro Rata Share, unless otherwise provided herein). The failure by any PR Holder to give such notice within the Preemption Period shall be deemed a waiver by such PR Holder of its Preemptive Rights with respect to such Proposed Issuance.

(ii)     Exercise of Oversubscription Rights. If any PR Holder fails to exercise or fails to fully exercise its Preemptive Rights pursuant to Section 4.2(i), within five (5) days after the expiration of the Preemption Period, the Company shall deliver to each Preemption Participating Holder that has fully exercised its Preemptive Rights a written notice (the “Oversubscription Notice”) setting forth the number of the New Securities for which no Preemptive Rights have been exercised, and for which each such Preemption Participating Holder shall have the oversubscription right described in this Section 4.2(ii) (the “Oversubscription Right”). Within fifteen (15) Business Days following the receipt of the Oversubscription Notice (the “Oversubscription Period”), each of such Preemption Participating Holders may notify the Company in writing of the number of the additional New Securities available for subscription it proposes to purchase (the “Additional Number”). If, as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the Additional Number to be purchased by each of such Preemption Participating Holders shall be reduced by the Company to that number which shall be equal to the lesser of (a) the Additional Number specified by each Preemption Participating Holder, and (b) the product obtained by multiplying (x) the number of the remaining New Securities available for oversubscription by (y) a fraction, the numerator of which shall be the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Preemption Participating Holder and the denominator of which shall be the total number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by all of such Preemption Participating Holders.

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4.3     Sales by the Company. For a period of ninety (90) days following the expiration of the Preemption Period or the Oversubscription Period (as the case may be), the Company may issue the New Securities with respect to which the Preemptive Rights or the Oversubscription Rights under this Section 4 were not exercised or not fully exercised, at a price and upon terms not more favorable to the Proposed Recipient thereof than specified in the Issuance Notice. In the event the Company has not completed the sale of such New Securities to the Proposed Recipient(s) within such ninety (90)-day period, the Company shall not thereafter issue or sell any New Securities without first again offering such securities to the PR Holders in the manner provided in this Section 4.

4.4     Termination of Preemptive Rights. The Preemptive Rights provided in this Section 4 shall terminate upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

5. Transfer Restrictions.

5.1     Sale of Ordinary Shares. The Founders and any other holder of Ordinary Shares (each, a “Selling Ordinary Shareholder”) shall not, from the date hereof to the consummation of a Qualified IPO, directly or indirectly Transfer any Equity Securities held by them except with the consent of the Majority Series A Preferred Holders and subject to the right of first refusal of the Company, the Management Founder and the ROFR Holders set out in Section 5.3, Section 5.4 and Section5.5.

5.2     Sale and Vesting by Leaving Management Founder. Notwithstanding the provisions in Section 5.1, upon the resignation or removal of the Management Founder from all of his positions as an employee, officer and director of the Group Companies, the Management Founder or his holding company(ies) may Transfer up to twenty percent (20%) of the Ordinary Shares and Equity Securities issuable upon exercise of vested stock options or restricted stock units he/it directly or indirectly holds at that time, provided that the Selling Ordinary Shareholder shall have executed a non-compete agreement to the reasonable satisfaction of the Company. The Company covenants to use its best efforts and each other Shareholder covenants to use its commercially reasonable efforts to take all actions necessary or reasonably desirable to consummate the aforementioned Transfer by the Selling Ordinary Shareholder, including, if applicable, voting all of its Equity Securities or executing proxies or written consents, as the case may be, in favor of or approving such Transfer, and waiving any right of first refusal, transfer restrictions and any other rights that it might have under this Agreement, the Articles or any Applicable Law in respect of such Transfer.

5.3     Right of First Refusal of the Company. Each Shareholder (including its successors and permitted assignees) (the “Selling Shareholder”) proposing to make a Transfer of any Equity Securities of the Company (the “Proposed Transfer”) must first deliver a written notice to the Company no later than sixty (60) calendar days prior to the consummation of such Proposed Transfer (the “First Transfer Notice”). The First Transfer Notice shall contain the material terms and conditions of the Proposed Transfer, including a description of the Equity Securities to be Transferred (the “Offered Securities”) that such Selling Shareholder proposes to Transfer and the identity of the prospective transferee. The Company shall have the right, exercisable upon written notice to the Selling Shareholder, within thirty (30) calendar days following receipt of the First Transfer Notice (the “First Refusal Period”), to elect to purchase all or any part of the Offered Securities, at the same price and subject to the same material terms and conditions as described in the First Transfer Notice. If the purchase price in the First Transfer Notice includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board in good faith.

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5.4     Right of First Refusal of the Management Founder. To the extent that the Company has not exercised its rights of first refusal to purchase all of the Offered Securities as specified in Section 5.3 above, the Selling Shareholder shall secondly deliver a written notice to the Management Founder (the “Second Transfer Notice”) within five (5) calendar days after the expiration of the First Refusal Period, which shall set forth the price and other material terms and conditions of the Proposed Transfer, including a description of the Offered Securities, the identity of the prospective transferee and the number of the Offered Securities not being purchased by the Company. The Management Founder shall have the right, exercisable upon written notice to the Selling Shareholder and the Company, within fifteen (15) Business Days after the receipt of the Second Transfer Notice (the “Second Refusal Period”), to elect to purchase all or any part of the remaining Offered Securities, at the same price and subject to the same material terms and conditions as described in the Second Transfer Notice.

5.5     Right of First Refusal of ROFR Holder. In the event that the Selling Shareholder is a Selling Ordinary Shareholder, (i) to the extent that the Company or the Management Founder has not exercised their respective rights of first refusal to purchase all of the Offered Securities as specified in Section 5.3 and Section 5.4 respectively above, the Selling Ordinary Shareholder shall deliver a written notice (the “Third Transfer Notice”) within five (5) calendar days after the expiration of the Second Refusal Period to each holder of the Preferred Shares (collectively, the “ROFR Holders” and each, a “ROFR Holder”), which shall set forth the price and other material terms and conditions of the Proposed Transfer, including a description of the Offered Securities, the identity of the prospective transferee and the number of the Offered Securities not being purchased by the Company and the Management Founder. Each ROFR Holder shall have the right, exercisable upon written notice to the Selling Ordinary Shareholder, the Company and each other ROFR Holder, within fifteen (15) Business Days after the receipt of the Third Transfer Notice (the “Third Refusal Period”), to elect to purchase all or any part of its pro rata share of the remaining Offered Securities, at the same price and subject to the same material terms and conditions as described in the Third Transfer Notice. Each ROFR Holder’s pro rata share of the remaining Offered Securities shall be equal to the number of the remaining Offered Securities (rounded to the nearest whole share), multiplied by a fraction, the numerator of which is the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such ROFR Holder on the date of the Third Transfer Notice and denominator of which shall be the total number of Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all the ROFR Holders on the date of the Third Transfer Notice; and (ii) to the extent that any ROFR Holder does not exercise its right of first refusal to the full extent of its pro rata share of the Offered Securities, the Selling Ordinary Shareholder shall deliver written notice (the “Fourth Transfer Notice”) within five (5) calendar days after the expiration of the Third Refusal Period to each ROFR Holder that elected to purchase its entire pro rata share of the remaining Offered Securities (each, an “Exercising Holder”), which shall set forth the final remaining Offered Securities (the “Final Remaining Offered Securities”) not purchased as of the date of the Fourth Transfer Notice. Each Exercising Holder shall have a right of re-allotment such that such Exercising Holder may exercise an additional right to purchase its pro rata share of such Final Remaining Offered Securities by notifying the Selling Ordinary Shareholder, the Company and all other ROFR Holders in writing within fifteen (15) Business Days after the receipt of the Fourth Transfer Notice (the “Additional Refusal Period”). Each Exercising Holder’s pro rata share of the Final Remaining Offered Securities shall be equal to the number of the Final Remaining Offered Securities (rounded to the nearest whole share), multiplied by a fraction, the numerator of which is the number of Class A Ordinary Shares (calculated on a fully-diluted and as-converted basis) held by such Exercising Holder on the date of the Fourth Transfer Notice and denominator of which shall be the total number of Class A Ordinary Shares (calculated on an as-converted and fully-diluted basis) held by all the Exercising Holders on the date of the Fourth Transfer Notice. The Selling Ordinary Shareholder shall promptly calculate each Exercising Holder’s pro rata share of the Final Remaining Offered Securities and notify each Exercising Holder in writing of such pro rata share. For the avoidance of doubt, this Section 5.5 shall not apply to any Transfer of Preferred Shares.

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5.6     Right to Transfer. To the extent the Company, the Management Founder and the ROFR Holders do not elect to purchase or to participate in the Transfer of the Offered Securities subject to the First Transfer Notice, the Second Transfer Notice, the Third Transfer Notice and the Fourth Transfer Notice (as the case may be), the Selling Shareholder may, not later than one hundred and twenty (120) calendar days following delivery to the Company, the Management Founder and each of the ROFR Holders of the Third Transfer Notice (as the case may be) (such period may be extended for an additional period no longer than six (6) months to accommodate any required approvals by Governmental Authority), conclude a Transfer of the Offered Securities covered by the First Transfer Notice, the Second Transfer Notice, the Third Transfer Notice or the Fourth Transfer Notice (as the case may be) but not elected to be purchased by the Company, the Management Founder or the ROFR Holders pursuant to Section 5.3, Section5.4 and Section 5.5, which in each case, shall be on terms and conditions that are no less favorable to such Selling Shareholder than those set forth in the First Transfer Notice. Any proposed Transfer on terms and conditions which are less favorable to such Selling Shareholder than those described in the First Transfer Notice, as well as any subsequent proposed Transfer of any Offered Securities by the Selling Shareholder, shall again be subject to the right of first refusal of the Company and the ROFR Holders (if applicable) and shall require compliance by the Selling Shareholder with the procedures described in Section 5.3 to Section 5.5 (only if the Selling Shareholder is a Selling Ordinary Shareholder).

5.7     Exempt Transfers. Subject to Section 5.8, the provisions set forth in Section 5 shall not apply (a) in the case of any Selling Ordinary Shareholder that is a natural person, any Transfer of not more than ten percent (10%) of the Equity Securities of the Company held by such Selling Ordinary Shareholder to any custodian or trustee for the account of the Selling Ordinary Shareholder or his or her parents, siblings, children, grandchildren or spouse for any estate planning purposes; or (b) any Transfer of Equity Securities of the Company by any Selling Shareholder to any of its Affiliates (each transferee pursuant to the foregoing sub-clauses (a) and (b), a “Permitted Transferee”); provided that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant transferor; provided, further, in case of sub-clause (a) above, such Selling Shareholder shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Following any Transfer to a Permitted Transferee, in the event that the relevant Permitted Transferee under clause (b) above ceases to be an Affiliate of the Selling Shareholder, the Equity Securities of the Company held by such Permitted Transferee shall, and the Selling Shareholder shall cause such Permitted Transferee to, immediately Transfer all Equity Securities of the Company held by it back to the Selling Shareholder, and pending such Transfer, all voting rights, information rights, rights to distributions and all other rights attached to such Equity Securities of the Company held by such Permitted Transferee shall be suspended.

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5.8     No Transfer to Competitors. Notwithstanding anything to the contrary contained herein, the holders of Series A-15 Preferred Shares and the holders of Series A-16 Preferred Shares agree not to Transfer any Series A-15 Preferred Shares, Series A-16 Preferred Shares or any Class A Ordinary Shares upon conversion of any Series A-15 Preferred Shares or Series A-16 Preferred Shares to any of the restricted transferees of the Company as set forth in Exhibit J at any time after the date hereof.

5.9     Prohibited Transfers.

(i)     Each of the Selling Shareholders agrees not to circumvent or otherwise avoid the Transfer restrictions or intent thereof set forth in this Section 5, whether by holding the Equity Securities of the Company indirectly through another Person or by causing or effecting, directly or indirectly, the Transfer or issuance of any Equity Securities of the Company by any such Person. Any attempt by a Selling Shareholder to effect a Transfer in violation of this Section 5 shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever. The Company hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such Equity Securities.

(ii)     Unless expressly permitted under any of the Transaction Documents, (a) each Founder shall not, and shall not cause or permit any other Person (including its Permitted Transferees) to, directly or indirectly, Transfer through one or a series of transactions any equity interest held or Controlled by him in any Key Subsidiary to any Person. Any Transfer in violation of this Section 5.9(ii) shall be void and each Key Subsidiary hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such equity interest, and (b) each Key Subsidiary shall not, and each Founder shall not cause or permit each Key Subsidiary to, issue to any Person any equity interest of such Key Subsidiary or any options or warrants for, or any other securities exchangeable for or convertible into, such equity interest of such Key Subsidiary.

(iii)     Notwithstanding anything to the contrary in this Agreement, the Company shall not issue, transfer, sell or otherwise dispose of any Equity Securities of the Company, to any of the individuals or entities named on (a) lists promulgated by the United Nations Security Council or its committees pursuant to resolutions issued under Chapter VII of the United Nations Charter; or (b) the World Bank Listing of Ineligible Firms. So long as IFC or AMC Funds holds any Shares, the Company further undertakes that none of the individuals or entities named on the above lists will be registered as a shareholder of the Company on the register of members of the Company. For the purpose of this Clause, “World Bank Listing of Ineligible Firms” means the list accessible at http://www.worldbank.org/debarr, or any successor website location, as updated from time to time, of persons or entities ineligible to be awarded a World Bank Group-financed contract or otherwise sanctioned by the World Bank Group sanctions board for the periods indicated on the list due to the violation of the fraud or corruption related provisions of the World Bank Group anticorruption guidelines and policies.

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5.10     Legend.

(i)     Each certificate representing the Shares (other than the Shares registered in the name of IFC, AMC Funds and/or their respective Affiliates) shall be endorsed with the following legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT AND THE FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY, AND ITS AMENDMENTS FROM TIME TO TIME, A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

(ii)     Each Party (other than IFC and AMC Funds) agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to in Section 5.10(i) above to enforce the provisions of this Agreement and the Company agrees to promptly do so. The legend shall be removed upon termination of the provisions of this Section 5.10.

5.11     Term. The provisions under this Section 5 shall terminate upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

6. Drag-along Right.

6.1     Drag-Along Sale.

(i)     Subject to Section 6.2, if any of the Shareholders (the “Dragging Shareholders”) proposes to Transfer whether through a single transaction or a series of related transactions, all of their Equity Securities of the Company which would constitute a Change of Control reflecting the valuation of the Company implying a per share price of the Company’s Shares on an as-converted basis (as adjusted for any Recapitalizations) of no less than 150% of the Series A-16 Original Purchase Price in such transaction (such Transfer pursuant to this Section 6.1, the “Drag-Along Sale”), so long as the Requisite Shareholders have approved the terms and conditions of such Drag-Along Sale, the Dragging Shareholders may require all other Shareholders (the “Dragged Shareholders”) to participate in such Drag-Along Sale in accordance with this Section 6.1, subject to the Dragging Shareholders complying with their obligations in this Section 6.1. Under such circumstances, the provisions under Section 5 above shall not apply.

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(ii)     Within five (5) calendar days after entering into any binding agreement for the Drag-Along Sale (the “Sale Agreement”), the Dragging Shareholders shall deliver a written notice (the “Tag Notice”) to other Shareholders (the “Tag Holder”) stating (a) the name and address of the proposed transferee(s) for the Drag-Along Sale (the “Tag Transferee”), (b) the number of Equity Securities to be Transferred, (c) the expected date of consummation of the proposed Drag-Along Sale, (d) a representation that the Tag Transferee has been informed of the Tag-Along Right (as defined below) and (e) a representation that no consideration is being provided to any Dragging Shareholder that is not reflected in the price to be paid to such Tag Holder (if it exercises the Tag-Along Right). Such Tag Notice shall be accompanied by true and complete copies of all agreements (including the Sale Agreement) between the Dragging Shareholders and the Tag Transferee regarding the proposed Drag-Along Sale. For the avoidance of doubt, for the purposes of this Section 6, the Shareholders who have a Tag-Along Right are the same Shareholders who may be subject to the Drag Notice.

(iii)     The Dragging Shareholders may, within five (5) calendar days after the date of the Tag Notice, by delivering a notice in writing (a “Drag Notice”) on each of the Dragged Shareholders, require each Dragged Shareholder to transfer all of its Equity Securities of the Company registered in its name (the “Dragged Shares”) in such Drag-Along Sale at the price set out in Section 6.1(iv) on the date indicated in the Drag Notice as being the date of completion of the Sale Agreement (the “Drag Completion Date”), being not less than thirty (30) calendar days after the date of the Drag Notice, and on the terms set out in this Section 6.1. If the Drag-Along Sale contemplated in the Sale Agreement is not completed on or prior to the Drag Completion Date, the Drag Notice shall lapse.

(iv)     The price for each Dragged Share shall: (a) be equal to the highest consideration offered for each Equity Security in the Company in the Sale Agreement; (b) be in the same form as that offered for each Equity Security in the Company in the Sale Agreement; and (c) shall be paid at the same time as the consideration is payable under the Sale Agreement (or, if later, on the Drag Completion Date) and shall be subject to the same payment terms.

(v)     For the avoidance of doubt, all Dragged Shareholders obligations under this Section 6.1 to Transfer the Dragged Shares shall apply regardless of whether the Dragged Shares are of the same class or type of Equity Securities of the Company which the Dragging Shareholders propose to Transfer, provided that, to the extent such a difference in class or type exists, the consideration payable to the Dragged Shareholders for the Dragged Shares shall be calculated as if all Equity Securities of the Company held by the applicable Dragging Shareholders and the Dragged Shareholders which will be subject to a Transfer under this Section 6.1 (assuming the Dragging Shareholders exercise their drag-along rights in full) had been converted into Class A Ordinary Shares on the date immediately prior to the date of the Drag Notice (to the extent not already in the form of Class A Ordinary Shares) at the conversion price which would be applicable on such date had such conversion occurred on such date.

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(vi)     Any Transfer by a Dragged Shareholder shall be made on substantially the same terms and conditions as described in the Sale Agreement. However, the Dragged Shareholders shall not be required to make any representation or warranty to the proposed transferee(s), other than as to good title to any Dragged Shares, absence of liens with respect to such Dragged Shares, customary representations and warranties concerning the Dragged Shareholder’s power and authority to undertake the proposed Transfer and the validity and enforceability of the Dragged Shareholder’s obligations in connection with it. If any or all Dragged Shareholders are required to provide any indemnity under the Sale Agreement, each Dragged Shareholder’s liability under such indemnity shall be several only and limited in amount to the proportion of its Dragged Shares that bears to the total number of Dragged Shares that are the subject of the Sale Agreement.

(vii)     The foregoing provisions of Section 6.1(i) through 6.1(vi) shall not apply to the extent that the price, in cash or cash equivalents, for each Dragged Share does not represent a fair market price for an arm’s length sale as determined by an independent expert, or is not in cash or cash equivalents.

(viii)     The obligations under this Section 6 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

6.2     Exempted Drag.

(i)     Notwithstanding anything to the contrary in Section 6.1, the Company, each Founder, IFC and AMC Funds confirm and agree that in the event the Company intends to take any action that authorizes or undertakes any Change of Control, pursuant to which, (i) not all of the Preferred Shares then held by IFC and AMC Funds are purchased or redeemed in cash and/or listed freely tradeable securities or (ii) the Person(s) to which such asset or securities of the Company or with which the Group Companies are to merge, consolidate or amalgamate in such a Change of Control is a Related Party (in each case, a “Special Sale Event”), the Company shall deliver a prior written notice to IFC and AMC Funds (the “Special Sale Notice”) for approval.

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(ii)     Within ten (10) Business Days upon the receipt of the Special Sale Notice (the “IFC /AMC Funds Notice Period”), IFC and AMC Funds shall provide a definitive written response to the Company that either (a) approves the Special Sale Event, or (b) reject (and including reasonable details of the reasons for such rejection) the Special Sale Event, in which event, (x) IFC and AMC Funds shall use their best efforts to collaborate with the Company and other Shareholders to discuss in good faith alternatives that help effect and achieve the goal of such relevant Change of Control, and, (y) in the event such alternative proves to be unfeasible or impracticable, the Company shall purchase and redeem, or cause to be purchased or redeemed for fair market value as agreed between the Company and IFC and AMC Funds, all of the Equity Securities of the Company then held by IFC and AMC Funds in cash and/or listed freely tradeable securities (“IFC/AMC Funds Exit Consideration”) at the same time as (and conditional upon) the closing of the Special Sale Event. The IFC/AMC Funds Exit Consideration shall be approved by Majority Series A Preferred Holders in accordance with this Agreement, provided that IFC and AMC Funds shall refrain from voting or be deemed to have abstained from voting. For the avoidance of doubt, approval for the Special Sale Event shall not be withheld by IFC or AMC Funds in the event that the Company has agreed to purchase and redeem, or cause to be purchased or redeemed, all of the Equity Securities of the Company then held by IFC and AMC Funds in cash and/or listed freely tradeable securities at the same time as (and conditional upon) the closing of the Special Sale Event; furthermore, any action taken by the Company pursuant this Section 6.2(ii) shall not in any event disproportionately and adversely affect other holders of Preferred Shares as compared to IFC or AMC Funds; furthermore, in the event IFC or AMC Funds fails to provide such definitive written response within the IFC/AMC Funds Notice Period, IFC or AMC Funds shall be deemed to have consented to the Special Sale Event and the Company and the Founders shall have the right to proceed with the Special Sale Event. For the purpose of this Section 6.2, “Related Party” means any Person (1) that holds a material interest in any Group Company; (2) in which any Group Company holds a material interest; (3) that is otherwise an Affiliate of the Company or any Person described in sub-paragraph (1) above; (4) who serves (or has within the past twelve (12) months served) as a director, officer or employee of the Company; or (5) who is a member of the family of any individual included in any of the foregoing. For the purpose of this definition, “material interest” shall mean a direct or indirect ownership of shares representing at least five percent (5%) of the outstanding voting power or equity of any Group Company.

6.3     Tag Along Right. If the Dragging Shareholders do not deliver the Drag Notice to any Tag Holders within ten (10) calendar days after entering into the Sale Agreement, such Tag Holder shall have the right (the “Tag-Along Right”) but not the obligation to require the Tag Transferee in a Drag Sale to purchase from such Tag Holder and its Affiliates, for the same consideration that would be payable to such Tag Holder had it been a Dragged Shareholder, up to all of the Equity Securities of the Company held by such Tag Holder and its Affiliates. The Tag-Along Right shall be exercisable by the Tag Holder by delivering a written notice of exercise of the Tag-Along Right to the Dragging Shareholders within ten (10) calendar days after the delivery of the Tag Notice specifying the number of Equity Securities of the Company (the “Tag Securities”) with respect to which it has elected to exercise the Tag-Along Right. The terms and conditions applicable to the Transfer by the Tag Holder pursuant to this Section 6.3 shall be the same as those applicable to a Dragged Shareholder pursuant to Section 6.2. If any Tag Holder has properly elected to exercise the Tag-Along Right, the number of Equity Securities (calculated on as-converted basis) proposed to be Transferred by each Dragging Shareholder shall be reduced by a number equal to (i) the number of Tag Securities (on an as-converted basis) multiplied by (ii) a fraction, the numerator of which is the total number of Equity Securities (on an as-converted basis) proposed to be Transferred by such Dragging Shareholder and the denominator of which is the total number of Equity Securities (on an as-converted basis) proposed to be transferred by all of the Dragging Shareholders. If any Tag Holder has properly elected to exercise the Tag-Along Right and the Tag Transferee fails to purchase the Equity Securities from such Tag Holder, the Dragging Shareholder(s) shall not consummate the Drag-Along Sale, and if purported to be made, such Drag-Along Sale shall be void.

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7. Corporate Governance.

7.1     General Meeting.

(i)     Shareholders’ Meeting. From and after the date hereof, each Shareholder shall vote its Shares at any regular or special meeting of Shareholders (the “Shareholders’ Meeting”), and shall take and procure the Company to take, all other actions necessary, to give effect to the provisions of this Agreement and to ensure the inclusion in the Articles of the rights and privileges of the Shareholders under this Agreement.

(ii)     Voting Rights.

(A)     Pursuant to the Subscription Agreement, the Ordinary Shares of the Company shall be re-classified into Class A Ordinary Shares and Class B Ordinary Shares immediately prior to the Closing. Each Ordinary Share directly or indirectly held by the Management Founder shall be re-designated to one (1) Class B Ordinary Share and each Ordinary Share held by other Shareholders shall be re-designated into one (1) Class A Ordinary Share.

(B)     Unless otherwise provided in this Agreement, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Shareholders. Unless otherwise expressly provided in this Agreement or the Articles, each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to thirty (30) votes on all matters subject to vote at general meetings of the Company.

(C)     Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time by the holder thereof. The right to convert shall be exercisable by such holder of the Class B Ordinary Share delivering a written notice to the Company, notifying that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.

(D)     Any number of Class B Ordinary Shares directly or indirectly held by the Management Founder will be automatically and immediately converted into an equal number of Class A Ordinary Shares upon any direct or indirect Transfer of such number of Class B Ordinary Shares by the Management Founder to any Person except that such transferee is the Management Founder’s parents, children or spouse, a company wholly owned by such persons, each acting in concert with the Management Founder, or trusts for the benefit of such persons or the Management Founder solely for bona fide estate planning purposes (collectively, the “Management Founder’s Special Transferees”).

(E)     Any conversion of a Class B Ordinary Share into a Class A Ordinary Share pursuant to this Agreement shall be effectuated by means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share or such other means permitted by this Agreement or the Articles.

(F)     If the Management Founder and/or any Management Founder’s Special Transferee, directly or indirectly, obtains additional Class A Ordinary Shares in any manner (except for the Class A Ordinary Shares as being converted from Class B Ordinary Shares in accordance with Sections 7.1(ii)(C) or (D), such Class A Ordinary Shares shall be automatically converted into Class B Ordinary Shares upon their issuance or transfer to the Management Founder or any of the Management Founder’s Special Transferees.

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(G)     Except for voting rights and conversion rights as set out in Sections 7.1(ii)(A) to (E), the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.

(H)     Each Preferred Share shall be entitled to such number of votes equal to the number of Class A Ordinary Shares it may be converted into upon conversion made pursuant to this Agreement or the Articles.

(iii)     Matters Reserved to Shareholders’ Meeting. Subject to the compliance of the mandatory requirements under the Applicable Laws, the resolutions on the following matters (the “Matters Reserved to the Shareholders’ Meeting”) shall be, subject to Applicable Laws, passed by the Requisite Shareholders:

(A)     any amendment of the memorandum of association or articles of association or similar constitutional documents of the Company;

(B)     any alteration or changes to the rights, preferences or privileges of the Preferred Shares;

(C)     any liquidation, dissolution or winding up of the Company or any filing by or against the Company for the appointment of a receiver, liquidator, administrator or other form of external manager;

(D)     any merger, amalgamation, consolidation or other business combination of the Company or any Key Subsidiary or spinoff or any similar transaction involving the Company or any Key Subsidiary, except for any transaction referred to in Section 7.2(v)(G);

(E)     any change in the equity ownership of any Key Subsidiary which shall result in a change of Control of such Key Subsidiary (except for any such change in connection with any transaction referred to in Section 7.2(v)(G) of this Agreement), or any amendment (except for such amendment which does not affect the 100% control of the domestic companies by the applicable WFOE) or termination of, or waiver of any rights under, the Control Agreements;

(F)     any increase, decrease, cancellation, or alteration of the authorized share capital of the Company or any Key Subsidiary, except for (i) with respect to any Key Subsidiary, any of the foregoing events which does not result in any decrease of the Company’s direct or indirect shareholding percentage in such Key Subsidiary, or (ii) those in connection with any transaction referred to in Section 7.2(v)(G);

(G)     the creation, authorization or issuance (by reclassification or otherwise) of any class or series of securities or any other Equity Securities of the Company, excluding (a) any issuance of Class A Ordinary Shares upon conversion of the Preferred Shares or the Class B Ordinary Shares, (b) the issuance of Class A Ordinary Shares by the Company pursuant to the ESOP Plan and (c) any issuance of Equity Securities at each Subsequent Closing under the Subscription Agreement;

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(H)     any repurchase or redemption of any Equity Securities, other than those pursuant to, and in accordance with, (i) the ESOP Plan, (ii) the exercise of the Further Repurchase Authority as approved in the shareholders’ meeting of the Company on September 10, 2019, and (iii) Section 10 of Redemption Right under this Agreement;

(I)     any initial public offering of securities of any Group Company and the determination of the listing venue, timing and valuation and any other material terms of such offering;

(J)     any change in the total number of Directors of the Board appointed by the holders of Preferred Shares;

(K)     sale of all or substantially all of the assets of the Company or any of its Key Subsidiaries or any Change of Control;

(L)     any alteration, changing or cessation in Company’s Principal Business or any material change to the scope or nature of the Principal Business, or cessation of any business line of the Principal Business;

(M)     any agreement with any holder or prospective holder of any Equity Securities of the Company that would allow such holder or prospective holder to demand Registration of its Equity Securities of the Company; and

(N)     entering into any understanding, arrangement or agreement in respect of any of the foregoing matters.

provided, however, that, notwithstanding the foregoing, (1) any resolution that purports to amend, modify, change or remove IFC’s and/or AMC Funds’ redemption rights pursuant to the terms of this Agreement or the Articles, in each case through amendment or restatement of this Agreement or the Articles or otherwise, shall be passed by the Majority Shareholders with the affirmative votes of IFC and AMC Funds, (2) any resolution or action that would, or would reasonably be expected to, adversely affect the rights of any holder(s) of the Series A-15 Preferred Shares or any holder(s) of the Series A-16 Preferred Shares in a manner that is disproportionate to how such resolution or action would, or would reasonably be expected to, affect any other holder of Preferred Shares (other than any issuance of any new class of Equity Securities of the Company at a higher valuation with rights that are superior to those of the Series A-15 Preferred Shares or those of the Series A-16 Preferred Shares), shall require the prior written consent of the holder(s) of a majority of the Series A-15 Preferred Shares or the holder(s) of a majority of the Series A-16 Preferred Shares, as applicable.

Where any special resolution of the Company in a Shareholders Meeting is required to approve any of the matters specified in this Section 7.1(iii) and such matter has not received the prior written approval of the Requisite Shareholders, the Shareholders who vote against the resolution shall have the number of votes equal to the votes of all Shareholders who vote for the resolution plus one (1).

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7.2     Board of Directors.

(i)     Designation of Directors. The Board shall consist of up to five (5) Directors. The Management Founder shall have the right to appoint, remove or replace one (1) Director (the “Management Director”). The holders of a majority of Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-3 Preferred Shares, Series A-4 Preferred Shares, Series A-13 Preferred Shares and Series A-14 Preferred Shares (voting as a single class) shall have the right to appoint, remove or replace two (2) Directors; the holders of a majority of Series A-5 Preferred Shares, Series A-6 Preferred Shares, Series A-7 Preferred Shares, Series A-8 Preferred Shares, Series A-9 Preferred Shares, Series A-10 Preferred Shares, Series A-11 Preferred Shares and Series A-12 Preferred Shares (voting as a single class) shall have the right to appoint, remove or replace two (2) Directors (the Directors appointed pursuant to this sentence, the “Investor Directors”, and each an “Investor Director”).

(ii)     Board of the Company. Subject to Section 7.2(i), the Parties agree to take all necessary actions to cause each of the following candidates to be appointed as the Directors of the Company: (a) one (1) Management Director candidate nominated by the Management Founder; (b) three (3) Investor Director candidates each of which is to be nominated by each of Tencent, Sequoia and Lightspeed, respectively; and (c) an Investor Director candidate nominated by the holders of at least a majority of the Class A Ordinary Shares held by the HCB Founders indirectly through the HCB Founder Holding Companies and approved by the Management Founder.

Any Person or a group of Persons entitled to designate, appoint or nominate any individual to be elected as a Director of the Board pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii) shall have the right to remove any such Director occupying such position and to fill any vacancy caused by the death, disability, retirement, resignation or removal of any director occupying such position. Each Shareholder agrees to always vote in support of the principle that a Director to the Board appointed pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii) shall be removed from the Board with or without cause only upon the vote or written consent of such Shareholder entitled to appoint or nominate such Director pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii), and each Shareholder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such Director without such vote or written consent. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Director appointed pursuant to Section 7.2 (i) and the first paragraph of this Section 7.2 (ii), the replacement to fill such vacancy shall be designated in the same manner, in accordance with Section 7.2 (i) and this Section 7.2 (ii), as the Director whose seat was vacated.

(iii)     Subsidiary Board. Unless otherwise agreed by the Board, each Key Subsidiary shall, and the Parties shall cause each such Key Subsidiary to have a board of directors or similar governing body (the “Subsidiary Board”) with (i) its authorized size being the same as the authorized size as the Board at all times, and (iii) its members being the same Persons as the directors on the Board at all relevant times.

(iv)     Board Meetings. Meetings of the Board shall be held at least once every quarter and the Company shall serve seven (7) days’ prior written notice to each Board member prior to each meeting. The number of Directors necessary to constitute a quorum at any meeting of the Board shall be three (3) Directors. Notwithstanding the foregoing, if the number of Directors present fails to constitute a quorum on two (2) consecutive Board meetings and proper notices were given pursuant to the Articles for such meetings, with respect to such second Board meeting, it shall be reconvened at the same location and time as per the previous notice occurring on the same day two weeks thereafter (or at any time or venue as agreed by all Directors) and proper notice shall be given pursuant to this Agreement and the Articles for such reconvened Board meeting. If, at such reconvened meeting a quorum is not present within an hour from the time appointed for the meeting, then the Director(s) present shall constitute a quorum. Any Director who does not attend a meeting of the Board may participate in the meeting and vote via telephone conference.

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(v)     Board Resolutions. Unless as otherwise provided under this Agreement, the Articles or any Applicable Law, any resolutions of the Board shall be passed by at least three (3) affirmative votes of Directors including the affirmative vote of the Management Director. The following matters (the “Matters Reserved to the Board”) shall be, subject to Applicable Laws, decided by the Board:

(A)     making any capital commitment or expenditure in excess of US$100,000,000 in the aggregate during any consecutive twelve (12) month period, except to the extent as approved in the Annual Business Plan or in the ordinary course of business; for the avoidance of doubt, to the extent that any matter constitutes any other Matter Reserved to the Board, such matter shall not be construed as entirely or partially constituting the matter described in this Section 7.2(v)(A);

(B)     providing any loan in any form in excess of US$5,000,000 in a single transaction except in the ordinary course of business;

(C)     expanding or altering the Principal Business from that provided in the Annual Business Plan;

(D)     sale, transfer or disposal or license of the material assets (for the avoidance of doubt, excluding any equity or similar interests held by any Key Subsidiary in any other entities) or intellectual property rights of the Company or any Key Subsidiary in the ordinary course of business and in excess of US$100,000,000 in the aggregate during any consecutive 12-month period;

(E)     any acquisition by the Company or any Key Subsidiary of another entity or material assets of another entity in excess of US$100,000,000 in a single transaction, provided that if the purchase price of any such transaction is greater than US$50,000,000 but less than US$100,000,000, the Company shall notify each Director of such transaction in writing no later than ten (10) days before entering into the definitive transaction agreements thereof;

(F)     any liquidation, dissolution or winding up of any Key Subsidiary or any filing by or against any Key Subsidiary for the appointment of a receiver, liquidator, administrator or other form of external manager;

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(G)     any equity financing or convertible loan financing of (i) a wholly-owned Subsidiary (including any domestic company that has entered into Control Agreements with any wholly-owned Subsidiary of the Company, as a result of which the Company has 100% control over such domestic company) of the Company that does not engage in any Principal Business with the financing amount exceeding US$50,000,000 in a single transaction, or (ii) a Subsidiary not wholly owned or 100% controlled by the Company that does not engage in any Principal Business with the financing amount exceeding US$100,000,000 in a single transaction; for the avoidance of doubt, (i) any financing of any company that is not a Subsidiary of the Company shall not be subject to any approval of the Shareholders or the Board; and (ii) any equity financing or convertible loan financing of any Subsidiary (whether wholly or not wholly owned by the Company) of the Company that does not engage in any Principal Business shall be only subject to the governance rules set out in this Section 7.2(v)(G) and the Management Authority (as defined below), and such matter shall not be construed as entirely or partially constituting any Matter Reserved to the Shareholders or any other Matter Reserved to the Board;

(H)     providing any guarantee for the benefit of any third party other than the Group Companies or creation, incurrence, assumption or permission to exist any mortgage, pledge, charge, lien or other encumbrance on, any assets of the Company or any Key Subsidiary in excess of US$50,000,000 in the aggregate during any consecutive 12-month period except in the ordinary course of business;

(I)     except for any transaction in connection with (i) any equity financing of any Subsidiary which does not engage in any Principal Business or (ii) any investment in any third party by the Company or any of its Subsidiaries, in each case on an arm’s length basis, any related party transaction between the Company or any Key Subsidiary on the one hand, and any director, officer, employee, shareholder or any of their respective Affiliates of the Company or any Key Subsidiary on the other hand, in excess of US$1,000,000 in the aggregate during any consecutive 12-month period;

(J)     approving or amending the Annual Business Plan of the Company or any material deviation from the Annual Business Plan;

(K)     entering into any joint venture or material alliance with a third party, or investing in any third party, with an investment amount in excess of US$100,000,000 in a single transaction, provided that if the investment amount of any such transaction is greater than US$50,000,000 but less than US$100,000,000, the Company shall notify each Director of such transaction in writing no later than ten (10) days before entering into the definitive transaction agreements thereof;

(L)     the appointment and change of auditors of and any material change in the accounting policies of the Company;

(M)     declaring dividend or approving any dividend policy;

(N)     any change to the number of Equity Securities reserved for the ESOP Plan; the adoption of or any amendment to the terms of the ESOP Plan and grant of any options or restricted stock units under the ESOP Plan (for the avoidance of doubt, the administrator of the ESOP Plan is authorized to establish new trust arrangement or adjust the existing trust arrangement with respect to the ESOP Shares for the tax planning purpose);

(O)     incurrence of any indebtedness in the ordinary course of business (other than in connection with the financial service business of relevant Group Members) in excess of US$ 100,000,000 in the aggregate during any consecutive 12-month period, except to the extent as approved in the Annual Business Plan;

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(P)     establishment of any special committee pursuant to Section 7.3;

(Q)     any amendment of the memorandum of association or articles of association or similar constitutional documents of any Key Subsidiaries, except in connection with any equity financing of any Subsidiary which does not engage in any Principal Business; and

(R)     entering into any understanding, arrangement or agreement in respect of any of the foregoing matters.

(vi)     Directors’ Access. Each Director shall be entitled to examine the books and accounts of the Company and shall have free access, at all reasonable times and with prior written notice, to any and all properties and facilities of the Company or any Group Company. The Company shall provide such information relating to the business affairs and financial position of the Company as any Director may reasonably require.

7.3     Special Committees. The Board may establish a strategy committee, a compensation committee, an audit committee or any other special committee as it reasonably deems necessary, each of which shall provide advice and assistance to the Board on matters with respect to business strategy, compensations, internal audit and other material matters of the Company. Each of the chairman of the compensation committee and the audit committee shall be an Investor Director.

7.4     Management.

(i)     Group CEO. Prior to the Company’s IPO, the Group CEO can be appointed and removed by approval or consent of (i) Shareholders holding at least 3/4 of the outstanding Ordinary Shares (excluding the Ordinary Shares directly or indirectly held by the Group CEO and any Ordinary Shares convertible or converted from any Preferred Shares) and (ii) Shareholders holding at least 3/4 of the outstanding Preferred Shares. Upon and after the consummation of the Company’s IPO, so long as the Management Founder directly or indirectly holds at least 9,636,107 Shares (representing 1% of the Ordinary Shares held by the Management Founder prior to the Closing) (as adjusted for Recapitalizations), he shall be the Group CEO (the “Group CEO”), provided that, if and to the extent that (A) the Management Founder has been convicted of a felony or any crime involving fraud or misrepresentation or violation of applicable securities laws and such conviction causes (x) the Management Founder unable to perform his duty as the Group CEO for consecutive six months as well as (y) a material adverse effect to the Group (taken as a whole), or (B) the Management Founder directly or indirectly holds less than 9,636,107 Shares, the Board shall have the right, by way of the consent of a simple majority, to appoint a successor to replace the Management Founder as the Group CEO.

(ii)     Except for the Matters Reserved to the Shareholders’ Meeting and the Matters Reserved to the Board under this Agreement, the Board shall delegate to the management of the Company (the “Management Authority”) the power to determine all matters of the Group Companies, to the extent permitted by Applicable Laws.

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8. Dividend.

8.1     No dividend, whether in cash, in property or in shares of the Company, shall be paid on any class of Shares other than the Preferred Shares, unless and until a preferential dividend in cash is, in advance, paid in full in accordance with Section 8.2, Section 8.3 and Section 8.4 below.

8.2     Each holder of the Series A-16 Preferred Shares shall be entitled to receive, on a pro rata basis, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent (8%) per annum of the Series A-16 Original Purchase Price (as adjusted for any Recapitalizations) for each of its Series A-16 Preferred Shares calculated from the applicable date on which the Company received the full subscription price for such Series A-16 Preferred Share from such holder of the Series A-16 Preferred Shares , prior and in preference to any declaration or payment of any dividend on the Series A Preferred Shares other than the Series A-16 Preferred Shares or the Ordinary Shares. Such dividends on Series A-16 Preferred Shares shall be payable if, as and when declared by the Board.

8.3     After the holders of the Series A-16 Preferred Shares have received their preferential dividends, each holder of the Series A-15 Preferred Shares shall be entitled to receive, on a pro rata basis, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent (8%) per annum of the Series A-15 Original Purchase Price (as adjusted for any Recapitalizations) for each of its Series A-15 Preferred Shares calculated from the applicable date on which the Company received the full subscription price for such Series A-15 Preferred Share from such holder of the Series A-15 Preferred Shares, prior and in preference to any declaration or payment of any dividend on the Series A Preferred Shares other than the Series A-15 Preferred Shares or the Ordinary Shares. Such dividends on Series A-15 Preferred Shares shall be payable if, as and when declared by the Board.

8.4     After the holders of the Series A-15 Preferred Shares and the Series A-16 Preferred Shares have received their preferential dividends, each holder of the Series A Preferred Shares other than the Series A-15 Preferred Shares and the Series A-16 Preferred Shares shall be entitled to receive, on a pro rata basis, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent (8%) per annum of the applicable Series A Original Purchase Price for each of its Series A Preferred Shares (as adjusted for any Recapitalizations) calculated from the Effective Time, payable if, as and when declared by the Board.

8.5     After the holders of the Preferred Shares have received their priority dividends, the holders of the Preferred Shares shall also be entitled to participate pro rata (on an as-converted basis) together with the holders of the Ordinary Shares in any dividends set aside for or paid to in any fiscal year the holders of Ordinary Shares.

8.6     This Section 8 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

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9. Liquidation Rights.

9.1     Liquidation Preference.

(i)     Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary (a “Liquidation Event”), all assets and funds of the Company legally available for distribution to the Shareholders shall be distributed to the Shareholders as follows:

(A)     First, each holder of the Series A-16 Preferred Shares shall be entitled to receive, on parity with each other holder of the Series A-16 Preferred Shares and on a pro rata basis, an amount equal to the Preferred Liquidation Amount of the Series A-16 Preferred Shares for each of such holder’s Series A-16 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-16 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-16 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 9.1(i)(A)

(B)     Second, after each holder of the Series A-16 Preferred Shares has received the Preferred Liquidation Amount for all of its Series A-16 Preferred Shares, each holder of the Series A-15 Preferred Shares shall be entitled to receive, on parity with each other holder of the Series A-15 Preferred Shares and on a pro rata basis, an amount equal to the Preferred Liquidation Amount of the Series A-15 Preferred Shares for each of such holder’s Series A-15 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 9.1(i)(B).

(C)     Third, after each holder of the Series A-16 Preferred Shares and the Series A-15 Preferred Shares has received the Preferred Liquidation Amount for all of its Series A-16 Preferred Shares or Series A-15 Preferred Shares, each holder of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares shall be entitled to receive, on parity with each other and on a pro rata basis, an amount equal to the Preferred Liquidation Amount of such holder’s Series A Preferred Shares for each of such holder’s Series A Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 9.1(i)(C).

(D)     Fourth, after each holder of the Series A Preferred Shares has received the Preferred Liquidation Amount of such holder’s Series A Preferred Shares for all of such holder’s Series A Preferred Shares, each holder of the Series A-16 Preferred Shares shall be entitled to receive for each of its Series A-16 Preferred Shares, on parity with each other holder of the Series A-16 Preferred Shares and on a pro rata basis, an amount equal to the difference between the Series A-16 Preference Amount and the Preferred Liquidation Amount of the Series A-16 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-16 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-16 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 9.1(i)(D).

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(E)     Fifth, after each holder of the Series A-16 Preferred Shares has received the Series A-16 Preference Amount for all of its Series A-16 Preferred Shares, each holder of the Series A-15 Preferred Shares shall be entitled to receive for each of its Series A-15 Preferred Shares, on parity with each other holder of the Series A-15 Preferred Shares and on a pro rata basis, an amount equal to the difference between the Series A-15 Preference Amount and the Preferred Liquidation Amount of the Series A-15 Preferred Shares. If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 9.1(i)(E).

(F)     Sixth, after each holder of the Series A-16 Preferred Shares and the Series A-15 Preferred Shares has received the Series A-16 Preferred Shares Preference Amount and the Series A-15 Preference Amount for all of its Series A-16 Preferred Shares or Series A-15 Preferred Shares, each holder of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares shall be entitled to receive for each of its Series A Preferred Share, on parity with each other holder of the Series A Preferred Shares (other than the holders of the Series A-16 Preferred Shares and the Series A-15 Preferred Shares) and on a pro rata basis, an amount equal to the difference between the Series A Preference Amount and the Preferred Liquidation Amount (in each case, with respect to each applicable Series A Preferred Share (other than the Series A-16 Preferred Share and the Series A-15 Preferred Share)). If, upon any such liquidation, distribution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, then such assets shall be all distributed among the holders of the Series A Preferred Shares other than the Series A-16 Preferred Shares and the Series A-15 Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon pursuant to this Section 9.1(i)(F).

(G)     After distribution or payment in full of the Series A Preference Amount, the remaining assets of the Company available for distribution shall be distributed ratably among all the Shareholders in proportion to the number of the outstanding Class A Ordinary Shares held by them (calculated on an as-converted basis).

(ii)     Notwithstanding any provision to the contrary in this Section 9.1, if the Company’s total valuation implies a per share price of the Company’s Shares on as-converted basis (as adjusted for any Recapitalizations) of no less than 150% of the Series A-16 Original Purchase Price in any Liquidation Event, then all proceeds resulting from such Liquidation Event shall be distributed ratably among the Shareholders, in accordance with the number of the Class A Ordinary Shares held by such holder (calculated on an as-converted basis).

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9.2     Liquidation on Change of Control. A Change of Control shall be treated as a Liquidation Event pursuant to Section 9.1 unless it (x) is waived by the Requisite Shareholders or (y) is a Drag-Along Sale. All the proceeds or consideration received as a result of a Change of Control shall be distributed pursuant to Section 9.1. In the event of a Change of Control, if the consideration received by the Company is other than cash, the value of such non-cash consideration will be deemed its fair market value. Any securities shall be valued as follows:

(i)     Securities not subject to investment letter or other similar restrictions on free marketability covered by Section 9.2(i) below:

(A)     if traded on a securities exchange or through the Qualified Exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty (30)-day period ending three (3) days prior to the closing;

(B)     if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day-period ending three (3) days prior to the closing; and

(C)     if there is no active public market, the value shall be the fair market value thereof, as determined by the Board acting in good faith, subject to the approval of the Majority Shareholders.

(ii)     The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined pursuant to subparagraphs (A), (B) and (C) above to reflect the approximate fair market value thereof, as determined by the Board, subject to the approval of the Majority Shareholders.

9.3     Liquidation Notice. Written notice of any Liquidation Event, stating a record date or date on which a record shall be taken with respect to such Liquidation Event shall be delivered in person, mailed by certified or registered mail, return receipt requested, or sent by telecopier or telex, not less than twenty (20) days prior to the record date stated therein, by the Company to the holders of the Preferred Shares, such notice to be addressed to each such holder at its address as shown by the records of the Company.

9.4     Termination of Liquidation Rights. The Liquidation Rights provided in this Section 9 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

10.     Redemption Right. The Preferred Shares acquired by the Company pursuant to this Section 10 shall be cancelled and shall not be reissued. For the purpose of this Section 10, the General Redemption Right and the Series A-16 Redemption Right (both as defined below) are collectively referred to as the “Redemption Right”. Any holder of the Preferred Shares exercising the Redemption Right shall be referred to as the “Redemption Requesting Holders”. Any written request delivered by any holder of Preferred Shares to request the Company to redeem any Preferred Shares pursuant to this Section 10 shall be referred to as the “Redemption Request”.

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10.1     General Redemption Right. At any time after the failure by the Company to complete a Qualified IPO on or before December 31, 2023, each holder of the Preferred Shares may, by written request to the Company, request the Company to redeem any or all of the outstanding Preferred Shares held by such holder in accordance with the terms and conditions under this Section 10 (the “General Redemption Right”).

10.2     Series A-16 Redemption Right. If the general meeting of the Company has approved the Company to carry out an IPO and the pre-money valuation of the Company of such IPO may not meet the Company’s pre-money valuation standard of a Qualified IPO, without prejudice to its General Redemption Right, each holder of the Series A-16 Preferred Shares who does not vote for such IPO in the general meeting shall have the right to send a written request to the Company (the “Series A-16 Redemption Request”) within 30 days after its receipt of the result of such general meeting to request the Company to redeem any or all of its outstanding Series A-16 Preferred Shares (the “Series A-16 Redemption Right”) in accordance with the terms and conditions under this Section 10. If after the general meeting of the Company has approved the Company to carry out an IPO (a Qualified IPO or otherwise), the Company subsequently becomes aware that the IPO it will complete may not meet the Company’s pre-money valuation standard of the requirements in the IPO plan as approved by the general meeting, the Board shall as soon as practically possible notify all shareholders of such information in writing and seek the consent of the Requisite Shareholders to an amended IPO plan (the “Non-qualified IPO Notice”). If the amended IPO plan contemplates an IPO that may not meet the Company’s pre-money valuation standard of a Qualified IPO, any holder of Series A-16 Preferred Shares shall have the right to, within five (5) Business Days following its receipt of the Non-qualified IPO Notice, send a written request to the Company to request the Company to redeem any or all of its outstanding Series A-16 Preferred Shares in accordance with the terms and conditions under this Section 10.

10.3     Redemption Request. The Redemption Request shall be given by hand or by mail to the registered office of the Company, or by fax or email in accordance with the contact information set forth in Exhibit B at least sixty (60) days prior to the date set forth therein on which such Preferred Shares, as the case may be, are to be redeemed (and with respect to the Redemption Request given pursuant to Section 10.2, also within the time period as set forth under Section 10.2). If any holder of the Preferred Shares exercises its General Redemption Right pursuant to Section 10.1, the Company shall notify other holders of the Preferred Shares of the same within ten (10) days after receipt of the Redemption Request, and such holders may within ten (10) days thereafter elect to tag along with such Redemption Requesting Holders and request the Company to redeem any or all of the outstanding Preferred Shares held by them. Notwithstanding anything to the contrary contained in this Section 10, the Series A-16 Redemption Right may only be exercised by the holders of the Series A-16 Preferred Shares. The Preferred Shares which are requested for redemption by the Company pursuant to this Section 10 are hereinafter referred to as the “Redemption Shares”.

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10.4     Redemption Price. Following receipt of the Redemption Request, the Company shall within thirty (30) calendar days thereafter give written notice (the “Redemption Notice”) to all holders of Redemption Shares, at the address last shown on the records of the Company for such holder. Such Redemption Notice shall specify the Redemption Date, and shall direct such holder to submit their share certificates (or an affidavit in respect of any lost certificates) to the Company on or before the Redemption Date. The redemption price for each of the Redemption Shares (with respect to each series of the Redemption Shares, the applicable “Redemption Price”) redeemed pursuant to this Section 10 shall be equal to (i) one hundred and thirty percent (130%) of the applicable Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such Redemption Share of the Redemption Requesting Holders (in the case that the Redemption Shares are not the Series A-16 Preferred Shares); or (ii) the Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus an amount equal to a simple rate of 10% per annum for the Series A-16 Original Purchase Price, calculated for a period of time commencing from the date on which the consideration for such Redemption Shares are fully paid to the Company pursuant to the Subscription Agreement and ending on the date that the Preferred Redemption Amount is paid in full by the Company, which in total shall be no more than one hundred and thirty percent (130%) of the Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such Redemption Share of the Redemption Requesting Holders (in the case that the Redemption Shares are the Series A-16 Preferred Shares).

10.5     Redemption Date. The redemption of any Redemption Shares pursuant to this Section 10 shall take place within thirty (30) days of the date of the Redemption Notice at the offices of the Company, or such earlier date or other place as the holders electing to redeem their Redemption Shares and the Company may mutually agree in writing (each, a “Redemption Date”). At a Redemption Date, subject to Applicable Laws, the Company shall, from any source of assets or funds legally available therefor, redeem each Redemption Share that has been submitted for redemption by paying in cash therefor the Redemption Price, against surrender by such holder at the Company’s principal office of the certificate representing such Share (or an affidavit in respect of any lost certificates). From and after a Redemption Date, if the Redemption Price has been received in full by the holders of the Redemption Shares, all rights of such holder shall cease with respect to such Redemption Shares, and such Redemption Shares shall be cancelled and not thereafter be transferred or be deemed outstanding for any purpose whatsoever.

10.6     IFC/AMC Funds Redemption Right. Notwithstanding anything to the contrary contained herein, at any time after any material breach or violation by the Company of any of its obligations contained in Section 15.11 and if such breach or violation is incapable of being cured (in the reasonable opinion of IFC and AMC Funds) or, if such breach or violation is capable of being cured (in the reasonable opinion of IFC and AMC Funds) but has not been cured within one hundred and twenty (120) days following the Company’s knowledge of such breach or violation, IFC and/or AMC Funds may, by written request to the Company (the “IFC/AMC Funds Request Notice”), require the Company to (i) waive the Company’s Right of First Refusal contemplated under Section 5.3, or (ii) redeem any or all of the outstanding Equity Securities of the Company held by such holders thereof, as the case may be, in accordance with the terms of this Section 10. The Equity Securities which are requested for redemption by the Company pursuant to this Section 10.6 are hereinafter referred to as the “IFC/AMC Funds Redemption Shares”. The IFC/AMC Funds Request Notice shall be given by hand or by mail to the registered office of the Company, or by fax or email in accordance with the contact information set forth in Exhibit B at least sixty (60) days prior to the date set forth therein on which such IFC/AMC Funds Redemption Shares, as the case may be, are to be redeemed. The redemption price for each of the IFC/AMC Redemption Shares (the “IFC/AMC Funds Redemption Price”) redeemed pursuant to this Section 10.6 shall be equal to one hundred and thirty percent (130%) of the applicable Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such Redemption Share. The redemption of any IFC/AMC Funds Redemption Shares pursuant to this Section 10.6 shall take place on the proposed redemption date set forth in the IFC/AMC Funds Request Notice at the offices of the Company, or such earlier date or other place as the holders electing to redeem their IFC/AMC Funds Redemption Shares and the Company may mutually agree in writing (each, an “IFC/AMC Funds Redemption Date”). Section 10.5 shall apply, mutatis mutandis, to the redemption of the IFC/AMC Redemption Shares.

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10.7     SVF Redemption Right. Notwithstanding anything to the contrary contained herein, at any time after any material breach or violation by the Company of any of its obligations contained in Section 15.5, if such breach or violation is incapable of being cured (in the reasonable opinion of SVF), or if such breach or violation is capable of being cured (in the reasonable opinion of SVF) but has not been cured within such one hundred and twenty (120) day period, then SVF may, by written request to the Company (the “SVF Special Request Notice”), require the Company to, at the option of SVF, either (A) waive the Company Right of First Refusal contemplated under Section 5.3 or (B) redeem any or all of the outstanding Equity Securities of the Company held by SVF, as the case may be, in accordance with the terms of this Section 10. The Equity Securities which are requested for redemption by the Company pursuant to this Section 10.7 are hereinafter referred to as the “SVF Special Redemption Shares”. The SVF Special Request Notice shall be given by hand or by mail to the registered office of the Company, or by fax or email in accordance with the contact information set forth in Exhibit B at least sixty (60) days prior to the date set forth therein on which such SVF Special Redemption Shares, are to be redeemed. The redemption price for each of the SVF Special Redemption Shares (the “SVF Special Redemption Price”) redeemed pursuant to this Section 10.7 shall be equal to (i) one hundred and thirty percent (130%) of the Series A-15 Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such SVF Redemption Share (for Redemption Shares that are Series A-15 Preferred Shares) and (ii) the applicable Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus a simple rate of 10% per annum for the applicable Series A-16 Original Purchase Price, calculated for a period of time commencing from the date on which the consideration for such Redemption Shares are fully paid to the Company pursuant to the Subscription Agreement and ending on the date that the Preferred Redemption Amount is paid in full by the Company, which in total shall be no more than one hundred and thirty percent (130%) of the applicable Series A-16 Original Purchase Price (as adjusted for Recapitalizations), plus all dividends declared but unpaid with respect to each such SVF Redemption Share (for Redemption Shares that are Series A-16 Preferred Shares). The redemption of any SVF Special Redemption Shares pursuant to this Section 10.7 shall take place on the proposed redemption date set forth in the SVF Funds Request Notice at the offices of the Company, or such earlier date or other place as SVF and the Company may mutually agree in writing (each, an “SVF Special Redemption Date”). Section 10.5 shall apply, mutatis mutandis, to the redemption of the SVF Special Redemption Shares.

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10.8     Tagged Redemption Right. Within three (3) Business Days following receipt of any SVF Special Request Notice from SVF under Sections 10.7, the Company shall send a written notice (such notice, a “Special Redemption Notice”) to Permira specifying receipt of the SVF Special Request Notice, the number of the Redemption Shares and the Company’s violation specified in the SVF Special Request Notice. Permira shall have the right to, by written request to the Company within 15 days after the receipt of the Special Redemption Notice, request the Company to redeem any or all of the outstanding Equity Securities of the Company held by Permira at applicable Redemption Price set forth in Section 10.4 (the “Tagged Redemption Right”). The Equity Securities which are requested for redemption by the Company pursuant to this Section 10.8 are hereinafter referred to as the “Permira Redemption Shares”.

10.9     Insufficient Funds of the Redemption Price.

(i)     If the Company fails to pay in full all the Redemption Price, the IFC/AMC Funds Redemption Price or the SVF Special Redemption Price (as the case may be) with respect to each Redemption Share, the IFC/AMC Funds Redemption Share, the SVF Special Redemption Share or the Permira Redemption Shares (as the case may be) at a Redemption Date, IFC/AMC Funds Redemption Date or SVF Special Redemption Date (as the case may be) because its assets or funds which are legally available on such date are insufficient or for any other reason, or if the Company is otherwise prohibited by Applicable Laws from making such redemption, (a) the Company shall, and each Shareholder shall approve the Company to, use its best efforts to increase the assets and funds which are legally available and to alleviate any other reason (including selling its assets and taking all other actions permitted under Applicable Law) and (b) those assets or funds which are legally available (the “Redemption Funds”) shall be paid and applied on the Redemption Date, IFC/AMC Funds Redemption Date or SVF Special Redemption Date (as the case may be) in the following order and manner:

(A)     If the holders of Series A-16 Preferred Shares exercised the Redemption Right (regardless of whether they are the Redemption Requesting Holders or are tagging along with other Redemption Requesting Holders, including SVF in the event that SVF exercises the SVF Redemption Right under Section 10.7 for the Series A-16 Preferred Shares held by it, and including that Permira exercises the Tagged Redemption Right under Section 10.8 for the Series A-16 Preferred Shares held by Permira), the Redemption Funds shall first be distributed ratably among holders of Series A-16 Preferred Shares in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) to pay for an amount up to the Preferred Redemption Amount for each Series A-16 Preferred Share.

(B)     Subject to Section 10.9(i)(A), and after the holders of Series A-16 Preferred Shares have received in full its Preferred Redemption Amount under Section 10.9(i)(A), IFC and/or AMC Funds, when exercising its redemption rights pursuant to Section 10.6 and SVF, when exercising its redemption rights (for the Series A-15 Preferred Shares held by it) pursuant to Section 10.7, shall have the right to receive an amount up to the Preferred Redemption Amount for each IFC/AMC Funds Redemption Share or SVF Special Redemption Share, as the case may be, before any Redemption Funds may be paid to any other Shareholder, provided that, if IFC and/or AMC Funds exercised their redemption rights pursuant to Section 10.6 and SVF exercised its redemption right (for the Series A-15 Preferred Shares held by it) pursuant to Section 10.7, and the Redemption Funds are insufficient to pay in full the Preferred Redemption Amount to IFC and/or AMC Funds and SVF, then the Redemption Funds shall be distributed ratably among IFC and/or AMC Funds and SVF (for the Series A-15 Preferred Shares held by it) in accordance with the number of Class A Ordinary Shares held by them (calculated on an as-converted basis, and with respect to SVF, only the Class A Ordinary Shares convertible from the Series A-15 Preferred Shares held by it may be calculated) to pay for their Preferred Redemption Amounts.

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(C)     Subject to Section 10.9(i)(B), and after IFC and/or AMC Funds and SVF have received in full its Preferred Redemption Amount under Section 10.9(i)(B), if the holders of Series A-15 Preferred Shares exercise the Redemption Right (regardless of whether they are the Redemption Requesting Holders or are tagging along with other Redemption Requesting Holders), the Redemption Funds shall be distributed ratably among holders of Series A-15 Preferred Shares (other than SVF to the extent that SVF has received in full its Preferred Redemption Amount and IFC and/or AMC Funds to the extent that IFC and/or AMC Funds have received in full its Preferred Redemption Amount) in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) to pay for an amount up to the Preferred Redemption Amount for each Series A-15 Preferred Share.

(D)     Subject to Section 10.9(i)(C), and after payment in full of the Preferred Redemption Amount for each Series A-15 Preferred Share under Section 10.9(i)(C), the Redemption Funds shall then be distributed ratably among the remaining holders of Redemption Shares (other than IFC/AMC Funds to the extent that IFC/AMC Funds have received in full its Preferred Redemption Amount) to pay for an amount up to the Preferred Redemption Amount for each Redemption Share held by such remaining holders, in accordance with the number of the Class A Ordinary Shares held by such holders (calculated on an as-converted basis).

(E)     After payment in full of the Preferred Redemption Amount to the Redemption Requesting Holders, IFC and/or AMC Funds and/or SVF (as the case may be), the Redemption Funds shall then be distributed ratably among holders of Series A-16 Preferred Shares, in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) until the Redemption Price for each Redemption Shares has been paid in full.

(F)     Subject to Section 10.9(i)(E), and after payment in full of the Preferred Redemption Price to holders of Series A-16 Preferred Shares pursuant to Section 10.9(i)(E), the Redemption Funds shall then be distributed ratably among IFC and/or AMC Funds (if IFC and/or AMC Funds have exercised their redemption rights pursuant to Section 10.6) and SVF (if SVF has exercised its redemption rights (for the Series A-15 Preferred Shares held by it) pursuant to Section 10.7), in accordance with the number of the Class A Ordinary Shares held by them (calculated on as-converted basis) until the IFC/AMC Funds Redemption Price for each IFC/AMC Funds Redemption Share (if applicable) and/or SVF Special Redemption Price (for the Series A-15 Preferred Shares held by it) for each SVF Special Redemption Share (if applicable) have been paid in full.

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(G)     Subject to Section 10.9(i)(F), and after payment in full of the IFC/AMC Funds Redemption Price for each IFC/AMC Funds Redemption Share (if applicable) and/or SVF Special Redemption Price for each SVF Special Redemption Share (if applicable), the Redemption Funds shall then be distributed ratably among holders of Series A-15 Preferred Shares (other than SVF to the extent that SVF has received in full the SVF Special Redemption Price and IFC and/or AMC Funds to the extent that IFC and/or AMC Funds have received in full the IFC/AMC Funds Redemption Price), in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis) until the Redemption Price for each Redemption Shares has been paid in full.

(H)     Subject to Section 10.9(i)(G), and after payment in full of the aggregate Redemption Price for the Series A-15 Preferred Shares, any remaining Redemption Funds shall then be distributed ratably among the remaining holders of Redemption Shares (other than IFC/AMC Funds to the extent that IFC and/or AMC Funds have received in full the IFC/AMC Funds Redemption Price), in accordance with the number of Class A Ordinary Shares held by such holders (calculated on an as-converted basis).

(ii)     All assets or funds of the Company that become legally available for the redemption of Shares thereafter shall immediately be used to pay the redemption payment which the Company did not pay on the date that such redemption payments were due in accordance with Section 10.4, Section 10.6 and Section 10.7 and Section 10.8 above. Subject to Applicable Laws, each Group Company shall transfer its assets and funds to the Company to enable the Company to satisfy its obligations under this Section 10.

(iii)     Without limiting any rights of the holders of the Redemption Shares, the IFC/AMC Funds Redemption Shares, the SVF Special Redemption Shares or the Permira Redemption Shares, as the case may be, which are set forth in the Articles, this Agreement or are otherwise available under Applicable Laws, the balance of any Redemption Shares, IFC/AMC Funds Redemption Shares, SVF Special Redemption Shares or the Permira Redemption Shares, as the case may be, subject to redemption hereunder with respect to which the Company has become obligated to pay the Redemption Price, the IFC/AMC Funds Redemption Price, the SVF Special Redemption Price or Permira’s Redemption Price under Section 10.8, as the case may be, but which it has not paid in full shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including the rights to preferential dividends) which such Redemption Shares, IFC/AMC Funds Redemption Shares, SVF Special Redemption Shares or the Permira Redemption Shares, as the case may be, had prior to such date, until the Redemption Price, IFC/AMC Funds Redemption Price, SVF Special Redemption Price or Permira’s Redemption Price under Section 10.8, as the case may be, has been paid in full with respect to such Redemption Shares, IFC/AMC Funds Redemption Shares, SVF Special Redemption Shares or Permira Redemption Shares, as the case may be.

10.10     Termination of Redemption Rights. The Redemption Rights provided in this Section 10 shall be terminated upon the consummation of a Qualified IPO or any other initial public offering involving any of the Group Companies.

11.     Conversion Right. The holders (the “CR Holders”) of the Preferred Shares (the “CR Shares”) shall have the following rights described below with respect to the conversion of such CR Shares into Class A Ordinary Shares.

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11.1     Optional Conversion.

(i)     Each CR Holder shall be entitled to convert any or all of its CR Shares at any time, without the payment of any additional consideration, into such number of fully paid and non-assessable Class A Ordinary Shares per CR Share, determined as follows. The number of Class A Ordinary Shares to which a holder shall be entitled upon conversion of any CR Share shall be equal to the applicable Original Purchase Price for such CR Share Price divided by the then-effective applicable Conversion Price for such CR Share. The initial Conversion Price of each Series A Preferred Share shall be equal to the applicable Original Purchase Price for such Share. For the avoidance of doubt, the initial conversion ratio for CR Shares to Class A Ordinary Shares shall be 1:1, subject to adjustments of the Conversion Price, as set forth below, provided that the Conversion Price shall not be less than the par value of the Class A Ordinary Shares. Such conversion shall be effected by the redemption of the CR Shares each at the applicable Original Purchase Price, and the application of the proceeds thereof in consideration for the issue to the relevant holder of the appropriate number of Class A Ordinary Shares at the Conversion Price. All rights incidental to the CR Shares (including the rights to any declared but unpaid dividends) shall terminate automatically upon any conversion of such CR Shares into Class A Ordinary Shares.

(ii)     The CR Holder who desires to convert its CR Shares into Class A Ordinary Shares shall surrender the certificate or certificates therefor (or an affidavit in respect of any lost certificates), duly endorsed, at the office of the Company or any transfer agent for the CR Shares, and shall give written notice to the Company at such office that such CR Holder has elected to convert such CR Shares. Such notice shall state the number of the CR Shares being converted. Thereupon, the Company shall promptly (and in any event within five (5) Business Days) issue and deliver to such CR Holder at such office a certificate or certificates for the number of Class A Ordinary Shares to which the CR Holder is entitled and shall update the register of members accordingly. No fractional Class A Ordinary Shares shall be issued upon conversion of the CR Shares, and the number of Class A Ordinary Shares to be so issued to a CR Holder upon the conversion of such CR Shares (after aggregating all fractional Class A Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole Class A Ordinary Share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates (or an affidavit in respect of any lost certificates) representing the CR Shares to be converted and when the register of members is updated, and the holder entitled to receive the Class A Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Class A Ordinary Shares on such date.

11.2     Automatic Conversion.

(i)     Each CR Share shall automatically be converted into the appropriate number of fully-paid, non-assessable Class A Ordinary Shares at the then-effective and applicable Conversion Price upon the earlier of: (a) immediately prior to the consummation of a Qualified IPO, or (b) the written consents of Majority Series A Preferred Holders, provided that (i) the conversion of Series A-16 Preferred Shares into Class A Ordinary Shares under this Section 11.2 shall require the prior written approval of the holder(s) of a majority of the Series A-16 Preferred Shares, and (ii) the conversion of Series A-15 Preferred Shares into Class A Ordinary Shares under this Section 11.2 shall require the prior written approval of the holder(s) of a majority of the Series A-15 Preferred Shares. Any automatic conversion of CR Shares made pursuant to this Section 11.2 shall be effected automatically by the redemption of the requisite number of CR Shares at the applicable Original Purchase Price and the issuance of the appropriate number of Class A Ordinary Shares at the then-effective Conversion Price.

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(ii)     In the event of an automatic conversion of the CR Shares pursuant to Section 11.2(i), all outstanding CR Shares shall be converted automatically without any further action by the CR Holders and whether or not the certificates representing such CR Shares are surrendered to the Company or its transfer agent in respect of such class or series of CR Shares. The Company shall give notices to the CR Holders of an automatic conversion at least twenty (20) Business Days prior to the date of conversion and as soon as practicable following the written consents required under Section 11.2(i) above. The Company shall not issue certificates in respect of any Class A Ordinary Shares into which the CR Shares have been converted upon automatic conversion unless the certificates in respect of the CR Shares so converted are either delivered to the registered office of the Company or to the office of its transfer agent in respect of such CR Shares or the CR Holder notifies the Company or its transfer agent that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates.

11.3     Adjustment to Conversion Price. The Conversion Price shall be adjusted from time to time as provided below:

(i)     Adjustment for Share Splits and Combinations. In the event that the outstanding Class A Ordinary Shares shall be subdivided (by share dividend, share split, or otherwise) into a greater number of Class A Ordinary Shares, the Conversion Price then in effect shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Class A Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Class A Ordinary Shares, the Conversion Price then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.

(ii)     Adjustment for Class A Ordinary Shares Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Class A Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Class A Ordinary Shares payable in additional Class A Ordinary Shares, the Conversion Price then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Conversion Price then in effect by a fraction (i) the numerator of which is the total number of Class A Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Class A Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Class A Ordinary Shares issuable in payment of such dividend or distribution.

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(iii)     Adjustments for Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Class A Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a Liquidation Event pursuant to Section 9), then in any such event, provision shall be made so that, upon conversion of any CR Share thereafter, the holder of such CR Share shall receive the kind and amount of shares and other securities and property which the holder of such CR Share would have received had the CR Shares been converted into Class A Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto.

(iv)     Adjustment of Conversion Price Upon Issuance of Shares Below Then-Effective Conversion Price.

(A)     Anti-Dilution Adjustment. In the event that any time after the date of this Agreement, the Company shall issue or sell any New Securities without consideration or for a consideration per share less than the applicable Conversion Price in effect applicable to any Investor on the date of and immediately prior to such issuance, then the Conversion Price in effect applicable to such Investor shall be reduced, concurrently with such issue, to the price determined in accordance with the following formula:

CP2 = CP1* (A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

(1)     “CP2” shall mean the Conversion Price, as applicable, in effect immediately after such issue or sale of New Securities;

(2)     “CP1” shall mean the Conversion Price, as applicable, in effect immediately prior to such issue or sale of New Securities;

(3)     “A” shall mean the number of Class A Ordinary Shares outstanding immediately prior to such issue or sale of New Securities;

(4)     “B” shall mean the number of Class A Ordinary Shares that would have been issued or sold if such New Securities had been issued or sold at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue or sale by CP1); and

(5)     “C” shall mean the number of such New Securities issued or sold in such transaction.

For purposes of the above calculation, the number of Class A Ordinary Shares outstanding immediately prior to such issue or sale of New Securities shall be calculated assuming conversion or exercise of all Ordinary Share Equivalents.

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If at any time, or from time to time, the Company issues any Ordinary Share Equivalents exercisable, convertible or exchangeable for New Securities and the effective conversion price of such Ordinary Share Equivalents is less than the Conversion Price in effect immediately prior to such issuance, then, this Section 11.3(iv)(A) shall apply and, for purposes of calculating any adjustment with respect to the Conversion Price, at the time of such issuance the Company shall be deemed to have issued the maximum number of New Securities issuable upon the exercise, conversion or exchange of such Ordinary Share Equivalents and to have received in consideration for each New Security deemed issued an amount equal to the effective conversion price of such Ordinary Share Equivalents. In no event will any adjustment hereunder be made to the extent it would result in any New Securities being issued for an amount which is less than the then effective par value of such Shares.

(B)     Determination of Consideration. For the purpose of making any adjustment to the Conversion Price or number of the Class A Ordinary Shares issuable upon conversion of the CR Shares, as provided above:

(1)     To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale;

(2)     To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by the Board), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

(3)     If any New Securities or Ordinary Share Equivalents exercisable, convertible or exchangeable for New Securities are issued or sold together with other Shares or other assets of the Company for consideration which covers both, the consideration received for the New Securities or such Ordinary Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by the Board) to be allocable to such New Securities or Ordinary Share Equivalents.

(v)     No Impairment. The Company shall not, by amendment of its Articles or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company but rather shall at all times in good faith assist in the carrying out of all the provisions of this Section 11.3 and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the CR Holders against impairment.

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(vi)     Certificate of Adjustment. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 11, the Company at its expense shall promptly (and in any event within ten (10) Business Days) compute such adjustment or readjustment in accordance with the terms hereof and furnish to each CR Holder affected thereby a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall further, upon the written request at any time of any CR Holder, promptly (and in any event within ten (10) Business Days) furnish or cause to be furnished to such holder a like certificate setting forth (a) such adjustments and readjustments, (b) the Conversion Price at the time in effect, and (c) the number of Class A Ordinary Shares and the amount, if any, of other property which at the time would be received upon the conversion of CR Shares as of the date the written request was received.

(vii)     Other Dilutive Events. In case any event shall occur as to which the other provisions of this Section 11.3 are not strictly applicable, but the failure to make any adjustment to the Conversion Price would not fairly protect the conversion rights of the CR Holders in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Section 11.3, necessary to preserve, without dilution, the conversion rights of the CR Holders.

11.4     Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Class A Ordinary Shares, solely for the purpose of effecting the conversion of the CR Shares, such number of its Class A Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding CR Shares. If at any time the number of authorized but unissued Class A Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding CR Shares, the Company and its Shareholders will take such corporate action as may, in the opinion of the Company’s counsel, be necessary to increase the Company’s authorized but unissued Class A Ordinary Shares to such number of Class A Ordinary Shares as shall be sufficient for such purpose.

12.     ESOP Plan. The Parties acknowledge that (i) 1,525,679,641 Class A Ordinary Shares have been reserved under the ESOP Plan existing on the date hereof and agree that any Equity Securities that have been repurchased by the Company from time to time in accordance with the Minutes of an Extraordinary General Meeting of the Company passed on September 10, 2019 shall be re-designated as Class A Ordinary Shares and be reserved for issuance under the ESOP Plan upon their repurchase by the Company from time to time; (ii) 1,017,523,059 Class A Ordinary Shares of the Company held by certain beneficiaries of Core Trust Company Limited have been exercised pursuant to the ESOP Plan, and MASTER QUALITY GROUP LIMITED is registered as the holder of such 1,017,523,059 Class A Ordinary Shares of the Company.

13.     Confidentiality and Non-Disclosure.

13.1     Disclosure of Terms. The terms and conditions of this Agreement and all exhibits and schedules attached hereto and the transactions contemplated hereby and any information of the Group Companies obtained by any Shareholder pursuant to the exercise of its Information Rights or Inspection Rights (collectively, the “Confidential Information”), including their existence, shall be considered confidential information and shall not be disclosed by any Party to any third party without the consent of all other Parties except in accordance with the provisions set forth below.

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13.2     Permitted Disclosures. Notwithstanding anything to the contrary in the foregoing, a Party, as appropriate, may each disclose any of the Confidential Information to its Permitted Recipients, in each case only on an as-needed basis, provided that such Permitted Recipient is informed by such Party of such Party’s confidentiality obligations hereunder and such Permitted Recipient is bound to such Party by confidentiality requirements; provided, further, that any of the other non-disclosing Parties may additionally require such Party to restrict access to certain or all confidential information if it reasonably believes that disclosure of such information to such Permitted Recipient could result in adverse impact to the Company or any of the Parties hereto. In the case where the disclosing Party is SVF, Farallon or Ward Ferry, such Party shall be permitted to disclose confidential information to any limited partner that indirectly owns an interest in such Party, to the extent that such Confidential Information (x) is an overview of key strategic initiatives of the Group, a summary of business of the Group, an explanation of major updates of the Group, a description of successes and future plans and/or general status of SVF’s investment in the Group. The Company further acknowledges that the Investors and their respective affiliates, members, equity holders, director representatives, partners, employees, agents and other related Persons (collectively, “Covered Persons”) are engaged in the business of investing in private and public companies in a wide range of industries, including the industry segment in which the Company operates (the “Company Industry Segment”). Accordingly, the Company and the Investors hereby acknowledge and agree that a Covered Person shall (a) have no obligation or duty (contractual or otherwise) to the Company to refrain from participating as a director, investor or otherwise with respect to any company or other person or entity that is engaged in the Company Industry Segment or is otherwise competitive with the Company, and (b) in connection with making investment decisions, to the fullest extent permitted by Applicable Laws, have no obligation or duty (contractual or otherwise) to the Company to refrain from using any information, including market trend and market data, which comes into such Covered Person’s possession, whether as a director or, or investor in, the Company or otherwise. Notwithstanding anything to the contrary in this Agreement, each of IFC and AMC Funds may disclose any of the Confidential Information solely for the purposes and in accordance with the World Bank Group Access to Information Policy so long as such disclosure does not relate to any confidential information in respect of any Shareholder or the financial condition and Principal Business of the Group Companies.

13.3     Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled or obligated (including pursuant to Applicable Securities Laws) to disclose the existence of this Agreement or any of the Confidential Information in contravention of the provisions of this Section 13, such party (the “Disclosing Party”) shall, to the extent legally permissible and practicable, provide the other Parties (the “Non-Disclosing Parties”) with prompt written notice of that fact and shall consult with the Non-Disclosing Parties regarding such disclosure. The Disclosing Party shall, to the extent possible or practicable, seek (with the cooperation and reasonable efforts of the Non-Disclosing Parties) a protective order, confidential treatment or other appropriate remedy. In the event that no such protective order or other remedy is obtained, the Disclosing Party shall furnish only that portion of the information which, based on the advice of outside legal counsel, is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

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13.4     Restriction on the Use of the Name or Logo. The Parties shall, and shall cause their respective shareholders, partners, and Subsidiaries not to use the name, brand, trademark or logo of any other Parties or their respective Affiliates, claim themselves as partners of any such other Party or its Affiliate, or make any similar representations, unless with a prior written consent of such other Party; provided that if SVF, its Affiliates and SoftBank Group Corp. plan to use Company’s name, brand, trademark or logo solely for the purposes of presentations, the Company’s prior written consent shall be obtained, and such consent shall not be unreasonably withheld, refused or delayed by the Company. Each of the Company, Founder Parties or Group, agrees that it will not, without the prior written consent of SVF, in each instance, (a) use in advertising, publicity, or otherwise the name of SoftBank Group Corp., Softbank Vision Fund L.P. or any of their Affiliates (collectively or any member thereof, as the context requires, “SoftBank”), or any partner or employee of an Affiliate of SoftBank, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by SoftBank or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by SoftBank or an Affiliate of SoftBank. The Company further agrees that it shall obtain the written consent from SVF prior to the Company’s issuance of any public statement expressly detailing purchase of Shares pursuant to this Agreement. Each of the Company, Founder Parties or Group, further agrees that it will not, without the prior written consent of Permira, in each instance, (a) use in advertising, publicity, or otherwise the name of Permira or any of its Affiliates, or any partner or employee of an Affiliate of Permira, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Permira or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by Permira or an Affiliate thereof.

13.5     Exempt Disclosures. The confidentiality obligations under this Section 13 shall not apply to disclosure of any terms or conditions of this Agreement and all exhibits and schedules attached hereto and the transactions contemplated hereby that are or become generally available to the public other than as a result of disclosure by or at the direction of a Party or any Permitted Recipient in violation of this Agreement.

14.     Term and Termination.

14.1     Termination. Unless otherwise provided for in this Agreement, this Agreement shall continue in effect until the earlier occurrence of (i) with respect to any holder of the Preferred Shares and Ordinary Shares, the date on which such holder no longer holds any Preferred Shares, Ordinary Shares or any Ordinary Share Equivalents, (ii) any date agreed upon in writing by all of the Parties.

14.2     Consequences of Termination. If this Agreement is terminated pursuant to Section 14.1, this Agreement shall become null and void and of no further force and effect, except that the Parties shall continue to be bound by the provisions of this Section 14 and Section 3.10 (Indemnification), Section 13 (Confidentiality and Non-Disclosure) and Section 16 (Miscellaneous). Nothing in this Section 14 shall be deemed to release any Party from any liability for any breach of this Agreement by such Party prior to the effective date of such termination.

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15.     Additional Covenants.

15.1     Non-Compete.

(i)     Each Founder undertakes to all holders of the Preferred Shares and the Company that, except for the investments disclosed in Exhibit I, (a) as long as such Founder is an employee of a Group Company, he shall devote commercially reasonable time and attention to the Principal Business of the Company and the Key Subsidiaries and will use his best efforts to develop the Principal Business and interests of the Company and the Key Subsidiaries, and (b) commencing from the date of this Agreement until twelve (12) months after the date he ceases to own directly or indirectly any Shares or ceases to be employed by any Group Company (the “Non-competition Period”), he will not, without the prior written consent of the Board, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person: (i) be concerned with, participate in, engaged or interested in, consult with, render services for, directly or indirectly in any business in any manner in competition with the Principal Business engaged by any Group Company; or (ii) solicit or entice away or attempt to solicit or entice away from any Group Company, any employee, officer, director, consultant, supplier, customer, client, representative, or agent of such Group Company. If the Founder violates his non-competition obligations as provided hereinabove, in addition to any other remedy the holders of the Preferred Shares may be entitled to, the holders of the Preferred Shares have the rights to require the Founder to dispose his interest in any onshore or offshore entities operation truck sharing and lending platform business in the PRC established by the Founder or his Affiliates.

(ii)     Each Investor hereby irrevocably and unconditionally agrees and undertakes to the Company that, except for the investments disclosed in Exhibit I, it shall not and it shall procure its Related Entities not to, without the prior written consent of the Company and the Founders, directly or indirectly, (i) enter into any strategic business cooperation agreement for the purpose of business development and cooperation with any Competitor during the time it remains a Shareholder of the Company; (ii) invest in or own any interest in any Competitor during the time it remains a Shareholder of the Company, provided that the foregoing restrictions shall not apply to any equity shares purchase of the Competitor through public secondary market; or (iii) solicit or entice away or attempt to solicit or entice away from any Group Company, any employee, officer, director, consultant, supplier, customer, client, representative, or agent of such Group Company, provided that the foregoing restrictions shall not apply to any solicitations made pursuant to general advertising or through search firms that are not directed specifically at any of the foregoing persons of the Group Companies. For the purpose of this Section 15.1(ii), “Related Entities” shall mean, (a) with respect to an Investor who is or whose controlling shareholder or beneficial owner is an investment fund (“Holding Fund”), (i) controlling shareholder(as applicable) and/or controlling beneficial owner of such Investor (as applicable), the Holding Fund (as applicable) or any other investment fund controlled by any of the foregoing, (ii) any investment fund whose general partner is also a general partner of such Holding Fund, (iii) any investment fund that is managed by such Holding Fund’s management company or similar entity (collectively, the “Management Entity”), (iv) any controlling shareholder or beneficial owner of such Management Entity, and, any other management company/entity formed by such controlling shareholder or beneficial owner and any investment fund managed by such company/entity, and (v) any special purpose vehicle controlled by any of the foregoing; and (b) with respect to an Investor that is not or whose controlling shareholder or beneficial owner is not an investment fund, such Investor’s Affiliates. With respect to Baidu Capital, “Related Entities” shall mean the Subsidiaries of Baidu Capital. Notwithstanding the foregoing, the Parties acknowledge and agree that (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not be binding on, or restrict the activities of, any (i) Sequoia Entity outside of the Sequoia China Sector Group or (ii) entity primarily engaged in investment and trading in the secondary securities market. For purposes of the foregoing, the “Sequoia China Sector Group” means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused on companies located in, or with connections to, the PRC that are exclusively managed by Sequoia Capital.

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(iii)     Notwithstanding anything to the contrary in this Section 15.1, the restrictions in Section 15.1(ii) shall not apply if (a) the Investor holds less than 2%, on a fully-diluted basis, of the then outstanding Equity Securities of the Company, or (b) the relevant Investor owns Equity Securities in the Competitor prior to the later of (x) the Effective Time, or (y) the time when the Investor owns any Equity Securities of the Company.

15.2     Control Agreements. The Founder Parties and the Group Companies shall procure that each party to the relevant Control Agreement fully perform its/his/her respective obligations thereunder and carry out the terms and the intent of the Control Agreements to enable the Company to exclusively Control and consolidate in its financial statements any entity organized and existing under the laws of the PRC that is owned or Controlled, directly or indirectly, by the Company, including the Key Subsidiaries. Any termination, or material modification or waiver of, or material amendment to any Control Agreements shall be made in accordance with Section 7.1(iii) of this Agreement. If any provision under any Control Agreements becomes illegal, void or unenforceable under the Applicable Laws of the PRC after the date hereof, the Parties shall enter into good faith discussions and use commercially reasonable efforts to devise a feasible alternative legal structure reasonably satisfactory to the Majority Shareholders and which gives effect to the intentions of the Control Agreement and the economic arrangement thereunder as closely as possible.

15.3     Control of Subsidiaries. The Company shall institute and keep in place such arrangements as are reasonably satisfactory to the Majority Shareholders such that the Company (i) will at all times control the operations of each other Group Company, and (ii) will at all times be permitted to properly consolidate the financial results for each other Group Company in the consolidated financial statements for the Company.

15.4     Internal Control System. The Founder Parties shall cause each Group Company to maintain the books and records in accordance with sound business practices and implement and maintain an adequate system of procedures and controls with respect to finance, management, and accounting that meets international standards of good practice and is reasonably satisfactory to the Majority Shareholders to provide reasonable assurance that (i) transactions entered into by it are executed in accordance with management’s general or specific authorization, (ii) transactions entered into by it are recorded as necessary to permit preparation of financial statements and to maintain asset accountability, (iii) access to assets of it is permitted only in accordance with management’s general or specific authorization, (iv) the recorded inventory of assets is compared with the existing tangible assets at reasonable intervals and appropriate action is taken with respect to any material differences, (v) segregating duties for cash deposits, cash reconciliation, cash payment, proper approval is established, and (vi) no personal assets or bank accounts of the employees, directors, officers are mingled with the corporate assets or corporate bank account, and no Group Company uses any personal bank accounts of any employees, directors, officers thereof during the operation of the business.

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15.5     Covenants Regarding ABAC, AML and Trade Sanction Compliance and Absence of Government Interests.

(i)     The Company covenants that it shall not and shall not permit any of its Subsidiaries or Affiliates or any of its or their respective directors, officers, managers, employees or other representatives when acting on behalf of the Company or any of its Subsidiaries or Affiliates to offer, promise, authorize or make, whether directly or indirectly, any payment or otherwise contribute any item of value to a third party, including any Public Official or individual employed by another entity in the private sector with which the Company or any of its Subsidiaries or Affiliates is doing or seeking to do business in violation of any of the Applicable ABAC Laws.

(ii)     The Company further covenants that it shall and shall cause each of its Subsidiaries and Affiliates to maintain an internal control system complying with the requirements of Section 15.4 of this Agreement and the Applicable ABAC Laws.

(iii)     Without limiting the foregoing, neither the Company, any of its Subsidiaries and Affiliates nor any of their respective directors, officers, employees, or other representatives when acting on behalf of the Company or any of its Affiliates or Subsidiaries will offer, authorize, promise, condone or participate in the direct or indirect:

(A)     giving money or transferring anything else of value to a Public Official or individual employed by another entity in the private sector with which the Company or any of its Subsidiaries or Affiliates is doing or seeking to do business to obtain an improper advantage, influence an act or decision of a Public Official or individual employed by another entity in the private sector with which the Company or any of its Subsidiaries or Affiliates is doing or seeking to do business or assist the Company or any of its Subsidiaries and Affiliates in obtaining or retaining business for or with or directing business to the Company or any of its Subsidiaries or Affiliates;

(B)     making of any false or fictitious entries in the books or records of the Company or any of its Subsidiaries and Affiliates;

(C)     using any assets of the Company or any of its Subsidiaries or Affiliates to establish or maintain an unlawful or unrecorded reserve of monies or other assets to make any unlawful or unrecorded payment or transfer of other assets; or

(D)     taking of any action which (i) would violate the UK Bribery Act, the US Foreign Corrupt Practices Act or the Applicable ABAC laws if taken by a Person subject to any of those laws, or (ii) could reasonably be expected to constitute a violation of any Applicable ABAC Laws.

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(iv)     The Company covenants that it shall not and shall not permit any of its Subsidiaries or Affiliates to use any funds received from the Investors directly or indirectly for the benefit of any Blocked Person and that it will not in any other way violate any of the Applicable Trade Laws.

(v)     The Company and its Subsidiaries and Affiliates shall adopt and implement within forty-five (45) days of executing this Agreement policies and procedures to the satisfaction of SVF and designed to prevent the Company, its Subsidiaries and Affiliates and its or their respective directors, officers, managers, employees, business partners, agents and other representatives when acting on behalf of the Company or any of its Subsidiaries or Affiliates from engaging in any activity, practice or conduct that would violate any of the Applicable ABAC Laws or Applicable Trade Laws. Such policy and procedures shall be consistent with the guidance that has been provided by government authorities in China, the United Kingdom and the United States of America having authority to administer and prosecute violations of such laws and regulations. The Company shall also appoint a compliance officer for the Group reasonably acceptable to SVF (the “Compliance Officer”) within forty-five (45) days after the date of this Agreement. The Compliance Officer shall be responsible for monitoring the compliance of the Company of the policies and procedures described in this Section 15.5(v).

(vi)     If the Company or any of its Subsidiaries or Affiliates knows or reasonably should have known that the Company, any of its Subsidiaries or Affiliates or any of its or their respective directors, officers, managers, employees, or other representatives when acting on behalf of the Company or any of its Subsidiaries or Affiliates has violated any of the Applicable ABAC Laws or Applicable Trade Laws, it shall notify SVF promptly in writing regarding such violation(s).

(vii)     Notwithstanding anything else in this Agreement, the Company and its Subsidiaries and Affiliates and their respective directors, officers and employees shall cooperate in good faith with SVF, if SVF decides to seek to determine whether the Company, any of its Subsidiaries or Affiliates and/or any of its or their respective directors, officers, managers, employees, or other representatives when acting on behalf of the Company or any of its Subsidiaries or Affiliates has complied with the undertakings in this Section 15.5.

(viii)     The Company shall confirm in writing to SVF no less frequently than once each year that it as well as its Subsidiaries and Affiliates have complied with the undertakings in this Section 15.5.

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15.6     Tax Matters.

(i)     Each Group Company covenants that it shall file all Tax returns, statements, reports, declarations and other forms and documents (including estimated Tax returns and reports and material information returns and reports) (“Tax Returns”) required pursuant to Applicable Laws to be filed with competent Tax Authority, all such Tax Returns shall be accurate, complete and correct in all material respects, and each Group Company shall pay all Taxes due, whether or not such Taxes are shown as due on such Tax Returns. Each Group Company shall not make any elections pursuant to any applicable Tax laws, rules and regulations (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have material adverse effect, on a consolidated basis, on such Group Company, its financial condition, its business as presently conducted or its properties or material assets. No Tax liens are currently in effect against any of the assets of any Group Company (except for Tax liens not yet delinquent). No Group Company shall incur any Taxes, assessments or governmental charges other than in the ordinary course of business, and each Group Company shall make adequate provisions on its respective books of account (in accordance with US GAAP, except in the case of the Group Company in the PRC, which are in accordance with PRC GAAP) for all actual and contingent Taxes with respect to its consolidated business, properties and operations for such period. To the knowledge of the Founders and the Company and the Key Subsidiaries and except as set forth in the Disclosure Letter, no written claim has been made by a Governmental Authority in a jurisdiction where the Group Company do not file Tax returns that any of the Group Company is or may be subject to taxation by that jurisdiction and none of the Group Company has received notice of any proposed or determined Tax deficiency or assessment from any Governmental Authority that would have material adverse effect, on a consolidated basis, on such Group Company, its financial condition, its business as presently conducted or its properties or material assets. To the knowledge of the Founders and the Company and the Key Subsidiaries, as of the date hereof there are no audits, examinations, requests for information or other administrative proceedings pending or threatened in writing with respect to any of the Group Company. Each Group Company shall withhold or collect from each payment made to each of its employees, the amount of all Taxes required to be withheld or collected therefrom, and shall pay the same to the proper Tax Authority.

(ii)     PFIC and CFC.

(a)     The Company will use, and will cause each of the other Group Companies to use, commercially reasonable best efforts to avoid classification as a PFIC, for the current year or any subsequent year.

(b)     The Company shall promptly provide the Investors with written notice if it (or any of the other Group Companies) becomes a PFIC. Such notice shall include a reasonably detailed analysis of the determination that the Company (or any of the other Group Companies) has become a PFIC.

(c)     As soon as practicable from the end of each taxable year of the Company, the Company shall determine, in consultation with its tax advisors, whether the Company or any of its Subsidiaries was a PFIC in such taxable year (including whether any exception to PFIC status may apply). If the Company determines that any such entity has become a PFIC in such taxable year, or that there is a likelihood of any such entity being classified as a PFIC for any taxable year, the Company shall promptly notify the Investors of such status or risk, as the case may be, and as soon as practicable from the end of such taxable year, and in no event later than forty-five (45) days from the end of such taxable year, provide the following information to the Investor: (i) all information reasonably available to the Company to permit the Investor (and holders of its direct or indirect interests) to make a “Qualified Electing Fund” election pursuant to Section 1295 of the Code or a “Protective Statement” pursuant to Treasury Regulation Section 1.1295-3, as amended (or any successor thereto), (ii) a completed “PFIC Annual Information Statement” pursuant to Treasury Regulation Section 1.1295-1(g), and (iii) all information reasonably requested to accurately prepare its U.S. tax returns and comply with other reporting requirements. The Company further agrees to make available to the Investors upon request, the books and records of the Company and the other Group Companies, and to provide information to the Investors pertinent to the Company’s status or potential status as a PFIC.

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(d)     As soon as practicable but not later than forty-five (45) days from the end of each taxable year of the Company, the Company shall determine with its tax advisors on at least an annual basis regarding the Company’s status as a CFC and whether any portion of the Company’s income is “subpart F income” (as defined in Section 952 of the Code) (“Subpart F Income”). Each Investor shall reasonably cooperate with the Company to provide information about such Investor and such Investor’s Partners in order to enable the Company’s tax advisors to determine the status of such Investor and/or any of such Investor’s Partners as a “United States Shareholder” within the meaning of Section 951(b) of the Code. At the request of any Investor, the Company shall provide the following information to such Investor: (i) the Company’s capitalization table as of the end of the last day of such taxable year and (ii) a report regarding the Company’s status as a CFC. In addition, at the reasonable request of the Investors, the Company shall provide the Investors with access to such other Company information as may be necessary for the Investors to determine the Company’s status as a CFC and to determine whether Investor or any of Investor’s Partners is required to report its pro rata portion of the Company’s Subpart F Income on its United States federal income tax return, or to allow such Investor or such Investor’s Partners to otherwise comply with applicable United States federal income tax laws. For purposes of the foregoing as well as the representations contained in this section, (i) the term “Investor’s Partners” shall mean each of the Investor’s partners and any direct or indirect equity owners of such partners and (ii) the “Company” shall mean the Company and any of its subsidiaries.

(iii)     If required by Applicable Laws, the Founders and the Company and the Key Subsidiaries shall procure relevant shareholders of the Company (other than SVF, IFC and AMC Funds) to make relevant Tax filings and disclosures that are required by Applicable Laws (including State Administration of Taxation Bulletin [2015] No. 7) in connection with any share repurchase or share transfer of Shares held by such Shareholder with the Tax Authority, if applicable. If the Tax Authority assesses Tax on such Tax filing, the relevant Shareholder (other than SVF, IFC and AMC Funds) shall pay and settle relevant Tax amount with the Tax Authority without any delay. If the Company or any Shareholders incur any liability due to the delay or default in settlement of the Tax assessed on the Tax filing, the relevant Shareholder shall indemnify the Company or Shareholders for such liability.

(iv)     The Shareholders agree that YMM and HCB shall be authorized to file Tax Returns with respect to transfer taxes arising directly or indirectly from the Consolidation, including taxes imposed pursuant to Bulletin 7, on behalf of all the Shareholders (other than IFC and AMC Funds), and each of them shall reasonably cooperate with respect thereto. The Parties agree that the Company shall bear all taxes imposed pursuant to Bulletin 7 in respect of the Consolidation.

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15.7     Protection of Intellectual Property. Each Group Company shall take all reasonable steps to protect their respective intellectual property rights, including (a) registering their material respective trademarks, brand names, domain names and copyrights, and (b) requiring each key employee and consultant of each Group Company to enter into an employment agreement in form and substance reasonably acceptable to the Investors, a confidential information and intellectual property assignment agreement and a non-competition and non-solicitation agreement requiring such persons to protect and keep confidential such Group Company’s confidential information, intellectual property and trade secrets, prohibiting such persons from competing with such Group Company for a reasonable time after their termination of employment with any Group Company, and requiring such persons to assign all ownership rights in their work product to such Group Company.

15.8     Qualified IPO. The Parties shall use their respective best efforts to consummate a Qualified IPO. The Company shall consult regularly with the Investors on the status, progress and pricing of the Qualified IPO and allow each Investor reasonable opportunities to provide comments on the draft prospectus and/or to participate in meetings with the Qualified Stock Exchange, the underwriter(s) or other advisers in respect of the Qualified IPO, provided that such consultations and any Investor’s comments shall not be regarded as any decision or order with binding effect on the Company, the Founder Parties or any other Shareholders.

15.9     [intentionally deleted]

15.10     Corporate Headquarters; Tax Residence. The Parties agree that (i) except as otherwise agreed in subsection (ii) of this Section 15.10, the corporate headquarter and tax residence of the PRC Subsidiaries shall be located in Guiyang, Guizhou, the PRC, and (ii) within five (5) years after the Effective Time, each Party shall use commercially best efforts to cause the headquarter of YMM Group’s operations and businesses in the PRC to be located in in Guiyang, Guizhou, the PRC.

15.11     IFC Policy Covenants.

(i)     The Company shall promptly notify IFC upon becoming aware of:

(a)     any litigation or investigations or proceedings which have or may reasonably be expected to have a material adverse effect; or

(b)     any criminal investigations or proceedings against the Company or any Affiliates, and any such notification shall specify the nature of the action or proceeding and any steps that the Company proposes to take in response to the same.

(ii)     Upon IFC’s request, and with reasonable prior notice to the Company, the Company shall permit representatives of IFC and the CAO, during normal office hours, to:

(a)     visit any of the sites and premises where the business of the Company or its Subsidiaries is conducted;

(b)     inspect any of the offices, branches and other facilities of the Company or its Subsidiaries;

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(c)     have access to the books of account and all records of the Company and its Subsidiaries; and

(d)     have access to those employees, agents, contractors and subcontractors of the Company and its Subsidiaries who have or may have knowledge of matters with respect to which IFC or the CAO seeks information, provided, that: (A) no such reasonable prior notice shall be necessary if special circumstances so require; and (B) in the case of the CAO, such access shall be for the purpose of carrying out the CAO’s Role.

(iii)     The Company shall, and shall ensure that each of its Subsidiaries will:

(a)     within ninety (90) days after the end of each fiscal year, deliver to IFC (A) a self-declaration note confirming the compliance of the Company or the relevant Subsidiary of the Company with the labor laws in each jurisdiction that the Company or such Subsidiary operates in and the lack of disputes submitted to court against the Company or the relevant Subsidiary of the Company in relation to Applicable S&E Law, and (B) information necessary to measure the ongoing development results of IFC’s investment in the Company against the indicators identified in Exhibit G and such other information as IFC shall reasonably require in order to measure the ongoing development results of IFC’s investment in the Company (which information IFC may hold and use in accordance with IFC’s Access to Information Policy, dated January 1, 2012, which is available http://www.ifc.org/wps/wcm/connect/98d8ae004997936f9b7bffb2b4b33c15/IFCPolicyDisclosureInformation.pdf?MOD=AJPERES); and

(b)     within three (3) days after its occurrence, notify IFC of any social, labor, health and safety, security or environmental incident, accident or circumstance having, or which could reasonably be expected to have, any material adverse social and/or environmental impact or any material adverse effect on the implementation or operation of the Company Operations in compliance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and the impact or effect arising or likely to arise therefrom, and the measures the Company or the relevant Subsidiary of the Company, as applicable, is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures.

(iv)     Sanctionable Practices.

(a)     The Company hereby agrees that it shall not engage in (nor authorize or permit any Affiliate of the Company or any other Person acting on its behalf to engage in) any Sanctionable Practice with respect to the Company;

(b)     The Company further covenants that should it become aware of any violation of Section 15.11(iv)(a), it shall promptly notify IFC; and

(c)     If IFC notifies the Company of its concern that there has been a violation of Section 15.11(iv)(a), the Company shall cooperate in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request.

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(v)     Affirmative Environmental Covenants. The Company shall, and shall ensure that each of its Subsidiaries will undertake the Company Operations in compliance with the Performance Standards and Applicable S&E Law.

(vi)     UN Security Council Resolutions. The Company shall not, and shall ensure that none of its Subsidiaries will, enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter.

(vii)     Shell Banks. The Company shall not, and shall ensure that none of its Subsidiaries will, conduct business or enter into any transaction with, or transmit any funds through, a Shell Bank.

(viii)     Insurance. The Company shall, and shall ensure that each of its Subsidiaries will, (a) insure and keep insured with reputable insurers its assets and business against insurable losses, including the insurances specified in Exhibit F, on terms and conditions acceptable to IFC; (b) promptly notify the relevant insurer of any claim under any policy written by that insurer and diligently pursue that claim; (c) comply with all warranties and conditions under each insurance policy; (d) not do or omit to do, or permit to be done or not done, anything which would likely prejudice the Company’s and/or any of its Subsidiaries’ right to claim or recover under any insurance policy; and (e) within thirty (30) days of any renewal or replacement of an insurance policy required in Exhibit F (other than those in section 2 of such Exhibit), provide to IFC a copy of that policy.

(ix)     Anti-Social Forces. Based on the fact that certain of the beneficial owners of the IFC Global Emerging Markets Fund of Funds, LP may be subject to the requirements of the Financial Services Agency of Japan and the Financial Instruments and Exchange Act of Japan (act no. 25 of 1948, as amended), (i) none of any members of the Group Companies are, as of the date hereof, an Anti-social Force (as defined below); and (ii) none of any members of the Group Companies will, in operating its businesses, take any action specifically intended to cooperate with or facilitate the illegal operation of any Anti-social Force. For purposes of this paragraph, “Anti-social Force” shall mean: (A) an organized crime group (boryokudan) as defined under Article 2, Item 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members of Japan (Law No. 77 of 1991, as amended) (an “Organized Crime Group”); (B) a member of an Organized Crime Group; (C) an individual who was a member of an Organized Crime Group within the previous five years; (D) a person who is known to be a quasi-member of an Organized Crime Group, i.e., individuals who are not members of an Organized Crime Group but who maintain relationships with an Organized Crime Group and who (x) influence others to engage in violent and unlawful activity, or (y) cooperate in the maintenance and operation of an Organized Crime Group; (E) a company or association or that is (I) related to an Organized Crime Group, (II) managed by (B), (C) or (D) above, or (III) actively cooperates with or provides benefits to an Organized Crime Group; or (F) a person that is known to be a corporate extortionist or a racketeer or blackmailer that pursues economic benefit by making full use of violence, force and fraudulent means, e.g., “sokaiya.”

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(x)     The Company and the Key Subsidiaries shall use reasonable efforts to structure its businesses in a manner that is not expected to cause AMC Funds to derive income effectively connected with the conduct of a U.S. trade or business within the meaning of Section 864 of the U.S. Internal Revenue Code (including income that is treated as effectively connected with the conduct of a U.S. trade or business under Section 897 of the U.S. Internal Revenue Code).

(xi)     For the purpose of this Section 15.11, any reference of “IFC” in this Section 15.11 (including Exhibit E and Exhibit F) shall mean IFC and AMC Funds.

15.12     Assumption of Obligation. Upon the written request of Hillhouse or Eastern Bell, each HCB Key Subsidiary shall, and the Company shall cause each HCB Key Subsidiary to, perform the obligations of Guiyang Huochebang Technology Co., Limited under the Agreement with respect to the Restructuring of Guiyang Huochebang Technology Co., Limited and Exit of Investors dated June 14, 2016 by and among Guiyang Huochebang Technology Co., Limited and other parties thereto.

16. Miscellaneous.

16.1     Notices. Any and all notice required or permitted under this Agreement shall be given in writing in English and shall be delivered by hand, mail, fax or email and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if by international courier service, on the fourth (4^th) Business Day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service, or (c) if by fax or by email, upon confirmation of receipt by the recipient. Any notice delivered to any Party in connection with this Agreement shall be addressed: (i) in case of the Group Companies, the Founders, the holders of the Ordinary Shares and the Investors, to their respective addresses as set forth in Exhibit B hereof or at such other addresses as such Parties may designate by ten (10)-day’s advance written notice to the other Parties, and (ii) in the case of any Permitted Transferee of a Party, to such transferee at its address as designated in writing by such transferee to the Company from time to time.

16.2     Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, permitted assigns and legal representatives, but shall not otherwise be for the benefit of any third party. Notwithstanding the foregoing, the rights of any Party hereunder (including Registration rights) are assignable in connection with the transfer (subject to Applicable Laws, this Agreement and the Articles) of Equity Securities held by such Party to any transferees permitted hereunder. This Agreement and the rights and obligations of any Party hereunder shall not otherwise be assigned without the mutual written consent of the other Parties.

16.3 National Treatment Principle

Each of the Shareholders hereby separately undertakes that such Shareholder has not entered into, and will not enter into, any oral or written agreement with any other Shareholder with respect to the Ordinary Shares or Series A Preferred Shares directly or indirectly held by them to grant such other Shareholder any right, privilege or protection that is more favorable than, derogates from or conflicts with those granted to the Shareholders under this Agreement with respect to the Ordinary Shares or Series A Preferred Shares directly or indirectly held by them, unless such agreement (i) is in relation to any voting proxy or power of attorney with respect to any Ordinary Shares or Series A Preferred Shares, or (ii) has been approved by resolutions of Shareholders.

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16.4     Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only by a written instrument signed by (i) as any term affecting to the Company, only the Company, (ii) as to any term affecting the holders of the Series A Preferred Shares, the Majority Series A Preferred Holders; (iii) as to any term affecting the holders of the Ordinary Shares, the Majority Ordinary Shareholders; (iv) as to any term that would, or would reasonably be expected to, adversely affect any holder(s) of the Series A-15 Preferred Shares in a manner that is disproportionate to how such term would, or would reasonably be expected to, affect any other holder of Preferred Shares, the holder(s) of a majority of the Series A-15 Preferred Shares; (v) as to any term that would, or would reasonably be expected to, adversely affect any holder(s) of the Series A-16 Preferred Shares in a manner that is disproportionate to how such term would, or would reasonably be expected to, affect any other holder of Preferred Shares, the holder(s) of a majority of the Series A-16 Preferred Shares, provided, that the Company and any holder of Equity Securities of the Company may waive any of its own rights hereunder without obtaining the consent of any other holder of Equity Securities of the Company. Notwithstanding the foregoing, no amendment or waiver shall be effective or enforceable in respect of a holder of any class or series of any Shares of the Company if (i) such amendment or waiver imposes any material liability or obligation to such holder not contemplated herein or (ii) such amendment or waiver materially and adversely affects such holder in a manner that is different from the effect on the other holder(s) of the same class or series of such Shares, unless such holder consents in writing to such amendment or waiver. Notwithstanding the foregoing, IFC’s and AMC Funds’ prior written consent is required, as the case may be, for an amendment, change, supplement to, or waiver of, or in relation to (a) the exercise by IFC and/or AMC Funds of its right or exemption pursuant to Section 4, (b) Section 5.9(iii), Section 6.2, Section7.1(iii), this Section 16.4 or Section 16.15(ix), and (c) any provision that specifically and expressly gives a right to IFC and/or AMC Funds including the rights of IFC and/or AMC Funds under Section 2.1, Section 5.10, Section 10.6, Section 13.2, Section 15.6 or Section 15.11.

16.5     Deed of Adherence. For any transfer of the Shares to be deemed effective, the transferee shall assume the obligations of the transferor under this Agreement by executing and delivering to the Company a Deed of Adherence substantially in the form attached hereto as Exhibit D (the “Deed of Adherence”). Upon the execution and delivery of a Deed of Adherence by any transferee, such transferee shall be deemed to be a Shareholder. By their execution hereof, each of the Parties appoints the Company as its attorney-in-fact for the limited purpose of executing any Deed of Adherence which may be required to be delivered pursuant to this Section 16.5.

16.6     Severability. If one or more provisions of this Agreement are held to be unenforceable under any Applicable Law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

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16.7     Entire Agreement. Subject to the last sentence of this Section 16.7, this Agreement constitutes the full and entire understanding and agreement among the Parties with regard to the subject matter hereof and thereof. In case there are (a) any contradictions, discrepancies, inconsistencies or variations between any terms of the Transaction Documents and any terms of any agreements previously achieved orally or in writing, by and among any, all or partial of all the Parties; or (b) any agreement/side letter achieved orally or in writing, by and among any or partial of all the Parties, that derogates from or conflicts with the agreements and covenants contained in this Agreement or cause or may cause any adverse impact on any Group Company, other than those that have been approved by resolutions of Shareholders ((a) and (b) collectively, the “Conflict Terms”), the terms of the Transaction Documents shall prevail and any of the Conflict Terms shall become null and invalid automatically upon the effectiveness of the Transaction Documents, including the Prior Shareholders’ Agreement. Without limiting the generality of the foregoing, in consideration of the mutual covenants and promises contained herein, each of the parties to the Prior Shareholders’ Agreement hereby confirms and covenants with each of the other parties thereto that, with effect immediately after the date hereof, (i) the Prior Shareholders’ Agreement and any versions of shareholders’ agreement previously restated and amended by the Prior Shareholders’ Agreement shall be absolutely terminated; and (ii) none of the parties to the Prior Shareholders’ Agreement have or shall have any rights, claims, interests, causes of actions, liabilities, and costs and expenses of whatever nature against any Group Company under or in respect to the Prior Shareholders’ Agreement. Notwithstanding anything to the contrary in this Agreement, this Section 16.7 shall not terminate or otherwise affect any right of any Party under the Prior Shareholders’ Agreement that has accrued prior to the termination of the Prior Shareholders’ Agreement or any liability of any Party for any breach of the Prior Shareholders’ Agreement prior to the termination of the Prior Shareholders’ Agreement.

16.8     Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any Party upon any breach or default of any other Party under this Agreement shall impair any such right, power or remedy of such non-defaulting Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

16.9     Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any counterpart or other signature delivered by facsimile shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by that Party.

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16.10     No Agency. No Shareholder, acting solely in its capacity as a Shareholder, shall act as an agent of the Company or have any authority to act for or to bind the Company, except as authorized by the Board. For the purposes of this Section 16.10, unless acting expressly solely in its capacity as a Shareholder, any Shareholder who is a director or officer or employee of a Group Company acting in the ordinary course of business of such Group Company shall be conclusively deemed to act for and on behalf of, and shall not be regarded as acting as an agent of, such Group Company. Any Shareholder that takes any action or binds the Company in violation of this Section 16.10 shall be solely responsible for, and shall indemnify the Company and each other Shareholder against, any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever (including any investigative, legal and other expenses reasonably incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding) that the Company, or such other Shareholders, as the case may be, may at any time become subject to or liable for by reason of such violation. The provisions of this Section 16.10 shall survive the termination of this Agreement.

16.11     No Partnership. The Shareholders expressly do not intend hereby to form a partnership, either general or limited, under any jurisdiction’s partnership law. The Shareholders do not intend to be partners one to another, or partners as to any third party, or create any fiduciary relationship among themselves, solely by virtue of their status as Shareholders. To the extent that any Shareholder, by word or action, represents to another Person that any Shareholder is a partner or that the Company is a partnership, the Shareholder making such representation shall be liable to any other Shareholders that incur any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever (including any investigative, legal or other expenses reasonably incurred in connection with, and any amount paid in settlement of, any pending or threatened legal action or proceeding) arising out of or relating to such representation. The provisions of this Section 16.11 shall survive the termination of this Agreement.

16.12     Control. If and to the extent there are any inconsistencies between provisions in this Agreement and those in the Articles, terms in this Agreement shall prevail as between the Shareholders, and the Shareholders hereby agrees to take all necessary actions to amend the Articles as soon as practicable so as to eliminate such inconsistencies to the fullest extent permissible by law.

16.13     Effectiveness. This Agreement shall take effect and become legally binding on the Parties immediately upon the date hereof.

16.14     Governing Law. This Agreement shall be governed by and construed under the laws of Hong Kong, without regard to principles of conflicts of law thereunder.

16.15     Dispute Resolution.

(i)     Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof (the “Dispute”), shall first be resolved through consultation. Such consultation shall begin immediately after one Party has delivered to any other Party(ies) a written request for such consultation. If within thirty (30) days following the date on which such notice is given the Dispute cannot be resolved, the Dispute shall be submitted to arbitration upon the request of either Party with notice to the other (the “Notice of Arbitration”).

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(ii)     The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force at the time of submission of Notice of Arbitration. There shall be three (3) arbitrators. The claimant(s) shall select one (1) arbitrator and the respondent(s) shall select one (1) arbitrator, with both arbitrators selected within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the chairman of the Centre.

(iii)     The arbitration proceedings shall be conducted in English.

(iv)     The arbitrators shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of Hong Kong and shall not apply any other substantive law.

(v)     Each Party shall cooperate with the others in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party.

(vi)     The award of the arbitration tribunal shall be final and binding upon the disputing Parties, and each Party may apply to a court of competent jurisdiction for enforcement of such award.

(vii)     Each Party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(viii)     The Parties shall continue to comply with their respective obligations, and be entitled to their respective rights, under this Agreement pending the resolution of any Disputes.

(ix)     The Parties acknowledge and agree that no provision of this Agreement or of the HKIAC Rules, nor the submission to arbitration by IFC, in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or Applicable Laws.

16.16     Affiliated Parties. For the purposes of determining rights pursuant to share thresholds, an Investor shall be entitled to aggregate all Shares held by its Affiliates.

16.17     Capitalization Table. The capitalization of the Company is as set forth in Exhibit A.

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16.18     Waiver of Rights. Each Party who is an Existing Shareholder of the Company hereby confirms and acknowledges that such Existing Shareholder has waived any pre-emptive right, right of first refusal, right of first offer or other similar rights to purchase any portion of the Company’s certain equity securities to be issued under the Subscription Agreement, or other rights of consent, right of first offer, veto or entitlement whether arising at contract or in law, and including any rights vested in the director appointed by it arising in respect of the transactions under the Subscription Agreement, and has waived any applicable notice periods that it may be entitled to with respect to the transactions under the Subscription Agreement, whether such rights or notice periods are provided for under any contract or agreement to which that such Existing Shareholder is a party or under the Company’s memorandum and articles of association.

16.19     Additional Signatories. Notwithstanding anything to the contrary contained herein, if the Company shall issue additional Series A-16 Preferred Shares pursuant to the Subscription Agreement after the Closing, any purchaser of such Series A-16 Preferred Shares may, without the consent of any other party hereto, become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and shall be deemed a “Series A-16 Investor”, an “Investor” and a party hereunder.

[The remainder of this page has been intentionally left blank]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

[Signature blocks to be inserted]

Shareholders Agreement Signature Page

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:

Full Truck Alliance Co. Ltd.

By:	/s/ ZHANG Hui
Name:	ZHANG Hui
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DWJ Partners Limited

By:	/s/ DAI Wenjian
Name:	DAI Wenjian
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:

Lucky Logistics Information Limited

By:	/s/ ZHANG Hui
Name:	ZHANG Hui
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOUNDER: ZHANG Hui (张晖)
/s/ ZHANG Hui
FOUNDER HOLDING COMPANY
Full Load Logistics Information Co. Ltd
By:	/s/ ZHANG Hui
Name:	ZHANG Hui
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOUNDER:

DAI Wenjian (戴文建)

/s/ DAI Wenjian

FOUNDER HOLDING COMPANY:

Dai WJ Holdings Limited

By:	/s/ DAI Wenjian
Name:	DAI Wenjian
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOUNDER:

LUO Peng (罗鹏)

/s/ LUO Peng

FOUNDER HOLDING COMPANY:

Luo P Holdings Limited
By:	/s/ LUO Peng
Name:	LUO Peng
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOUNDER:
TANG Tianguang (唐天广)
/s/ TANG Tianguang
FOUNDER HOLDING COMPANY:
Tang TG Holdings Limited
By:	/s/ TANG Tianguang
Name:	TANG Tianguang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOUNDER:

LIU Xianfu (刘显付)

/s/ LIU Xianfu

FOUNDER HOLDING COMPANY:

Liu XF Holdings Limited
By:	/s/ LIU Xianfu
Name:	LIU Xianfu
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOUNDER:

DAI Yun (戴芸)

/s/ DAI Yun

FOUNDER HOLDING COMPANY:

Great Oak Trading LTD.
By:	/s/ DAI Yun
Name:	DAI Yun
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Guizhou Huochebang Microfinancing Co., Ltd. (贵州货车帮小额贷款有限公司 ) (SEAL)
By:	/s/ LUO Peng
Name:	LUO Peng (罗鹏)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Guizhou Banghuoche Financing Guarantee Co., Ltd. (贵州帮货车融资担保有限公司) (SEAL)
By:	/s/ QIAN Zhengju
Name:	QIAN Zhengju (钱正菊)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Shanghai Xi Wei Information Consultation Co., Ltd. (上海细微信息咨询有限公司) (SEAL)
By:	/s/ MIAO Tianye
Name:	MIAO Tianye (苗天冶)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Jiangsu Man Yun Software Technology Co., Ltd. (江苏满运软件科技有限公司 ) (SEAL)
By:	/s/ QIAN Zhengju
Name:	QIAN Zhengju (钱正菊)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Guiyang Shanen Insurance Brokerage Co., Ltd. (贵阳山恩保险经纪有限公司 ) (SEAL)
By:	/s/ XU Zhengdong
Name:	XU Zhengdong (许正东)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Manbang Information Consultancy Co., Ltd. (满帮信息咨询有限公司) (SEAL)
By:	/s/ QIAN Zhengju
Name:	QIAN Zhengju (钱正菊)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Jiangsu Man Yun Logistics Information Co., Ltd. (江苏满运物流信息有限公司 ) (SEAL)
By:	/s/ MA Guizhen
Name:	MA Guizhen (马桂珍)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Nanjing Yun Man Man Investment Co., Ltd.   (南京运满满投资有限公司) (SEAL)
By:	/s/ ZHANG Hui
Name:	ZHANG Hui (张晖)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Guiyang Huochebang Technology Co., Ltd.  (贵阳货车帮科技有限公司) (SEAL)
By:	/s/ MA Guizhen
Name:	MA Guizhen (马桂珍)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Full Truck Alliance(HK) Limited (满帮(香港)有限公司)
By:	/s/ QIAN Zhengju
Name:	QIAN Zhengju
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GROUP COMPANIES:
Chengdu Yunli Technology Co., Ltd.  (成都运力科技有限公司) (SEAL)
By:	/s/ QIAN Zhengju
Name:	QIAN Zhengju (钱正菊)
Title:	Legal Representative

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Truck Work Logistics Information Co. Ltd
By:	/s/ Wang Gang
Name:	Wang Gang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Super Van Investment Limited
By:	/s/ Wang Gang
Name:	Wang Gang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Super Truck Investment Limited
By:	/s/ Wang Gang
Name:	Wang Gang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Super Trolley Investment Limited
By:	/s/ Wang Gang
Name:	Wang Gang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Super Mini Investment Limited
By:	/s/ Wang Gang
Name:	Wang Gang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Super Kar Investment Limited
By:	/s/ Wang Gang
Name:	Wang Gang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Master Quality Group Limited
By:	/s/ SHAO Ya Ci	/s/ CHEN You Rui
Name:	SHAO Ya Ci	CHEN You Rui
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Geng XF Holdings Limited
By:	/s/ Geng Xiaofang
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CLOUSE S.A. ACTING FOR THE ACCOUNT OF ITS COMPARTMENT 27
By:	/s/ Marketa Stranska	/s/ Rolf Caspers
Name:	Marketa Stranska	Rolf Caspers
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

SCC GROWTH IV 2018-H, L.P.
By:	/s/ Ip Siu Wai Eva
Name:	Ip Siu Wai Eva
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

SCC Venture V Holdco I, Ltd.
By:	/s/ Ip Siu Wai Eva
Name:	Ip Siu Wai Eva
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Lightspeed China Partners I, L.P.
By: Lightspeed China Partners I GP, LLC, its general partner
By:
	Managing Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Lightspeed China Partners I-A, L.P.
By: Lightspeed China Partners I GP, LLC, its general partner
By:
	Managing Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.
By: Lightspeed General Partner Select II, L.P., its general partner
By: Lightspeed Ultimate General Partner Select II, Ltd., its general partner
Name:
Title:	Duly Authorized Signatory
Address: Lightspeed Venture Partners 2200 Sand Hill Road Menlo Park, CA 94025 T: 650-234-8300 F: 650-234-8333

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Xiang He Fund I, L.P.
By: Xiang He Partners I, L.P., its General Partner
By: Xiang He I GP, LTD, its General Partner
By:
Name:
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Sunshine Logistics Investment Limited
By:	/s/ Huang Xin
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Artist Growth Opportunity Fund I LP
By:	/s/ Jonathan Sands
Name:	Jonathan Sands
Title:	Chief Executive Officer

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Artist Growth Opportunity I LP
By:	/s/ Jonathan Sands
Name:	Jonathan Sands
Title:	Chief Executive Officer

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CAPITAL CHAMPION HOLDINGS LIMITED
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

CMC Scania Holdings Limited
By:	/s/ CHEN Xian
Name:	CHEN Xian
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GGV Capital VI Entrepreneurs Fund L.P.
By: GGV Capital VI Entrepreneurs Fund L.LC., its General Partner
By:	/s/ Stephen Hyndman
Name:	Stephen Hyndman
Title:	Attorney in Fact

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GGV Capital VI L.P.
By: GGV Capital VI L.L.C., its General Partner
By:	/s/ Stephen Hyndman
Name:	Stephen Hyndman
Title:	Attorney in Fact

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Internet Fund IV Pte. Ltd.
By:	/s/ V. Mudeliar
Name: Title:	Venkatagiri Mudeliar Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Tyrus-DA Global Sharing Economy No. 2
By:	/s/ Eun Ae Yoon
Name:	Eun Ae Yoon
Title:	CEO

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership)
By:	/s/ Li Bo
Name:	Li Bo
Title:	Managing Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Teng Yue Partners Master Fund, LP
By:	/s/ Tao Li
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Teng Yue Partners RDLT, LP
By:	/s/ Tao Li
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	TYP Holdings, LLC
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

GSR VENTURES VI (SINGAPORE) PTE. LTD.
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	All-Stars PESP II Limited
By:	/s/ Weidong Ji
Name:	Weidong Ji
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	All-Stars SP VI Limited
By:	/s/ Weidong Ji
Name:	Weidong Ji
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	All-Stars SP VIII Limited
By:	/s/ Weidong Ji
Name:	Weidong Ji
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	PESP VIII Limited
By:	/s/ Weidong Ji
Name:	Weidong Ji
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Scottish Mortgage Investment Trust plc      acting through its agent, Baillie Gifford & Co
By:	/s/ Peter Singlehurst
Name:	Peter Singlehurst
Title:	Authorised Signatory, Baillie Gifford & Co, as agent

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Eastern Bell V Investment Limited
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Eastern Bell International II Limited
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Kite Holdings, LLC
By:	/s/ Thomas G. Roberts, Jr.
Name:	Thomas G. Roberts, Jr.
Title:	Managing Member

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Best Will Project Company Limited
By:	/s/ Cheng Yin Pan
Name:	Cheng Yin Pan
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Woodbury Capital Management Limited
By:	/s/ Cheng Chi Kong
Name:	Cheng Chi Kong
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Propitious Morningstar Limited
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Guiyang Venture Capital Co., Ltd.      (贵阳市创业投资有限公司)
By:	/s/ Zhu Ke
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Hillhouse TCA TRK Holdings Limited
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Hillhouse TRK-III Holdings Limited
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Jade Orchid Limited
By:	/s/ Zhang Ying
Name:	Zhang Ying
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Genesis Capital I LP
By:	/s/ Ryan Szeto
Name:	Ryan Szeto
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	North Land Global Limited
By:
Name:	AUTHORISED SIGNATORIES
Title:	FOR AND ON BEHALF OF
	KENDRICK SERVICES LIMITED
.	AS CORPORATE DIRECTOR

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Rose World Capital Limited
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Shanghai Shengjia Xinlue Investment Center LLP
By:	/s/ Lina, Lu.
Name:	Lina, Lu.
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	CapitalG LP
By:	/s/ Jeremiah Gordon
Name:	Jeremiah Gordon
Title:	General Counsel and Secretary

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

WF ASIAN RECONNAISSANCE FUND LIMITED
By:	/s/ Graham Ernst
Name:	Graham Ernst
Title:	Authorised Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

China Internet lnvestment Fund (Limited Partnership)
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	IFC Catalyst Fund, LP
By:	/s/ Alain Berdugo
Name:	Alain Berdugo
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

IFC Global Emerging Markets Fund of Funds, LP
By:	/s/ Alain Berdugo
Name:	Alain Berdugo
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	GC GEM Co-investment Limited
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

DYNAMIC MOVE INVESTMENTS LIMITED
By:	/s/ Peng Ching
Name:	Peng Ching
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

International Finance Corporation
By:	/s/ William C. Sonneborn
Name:	William C. Sonneborn
Title:	Senior Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Baidu Capital L.P.
By:
Name:
Title:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

	Fortune Nice International Limited
By:	/s/ Huang Xiaofang
Name:	Huang Xiaofang
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Ning Zhang
By:

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P.
By:	SCGGF III – Endurance Partners Management, L.P., a Cayman Islands exempted limited partnership
Title:	General Partner
By:	SC US (TTGP), LTD., a Cayman Islands exempted company
Title:	General Partner
By:	/s/ Doug Leone
Name:	Doug Leone
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P.
By:	SCGGF III – Endurance Partners Management, L.P., a Cayman Islands exempted limited partnership
Title:	General Partner
By:	SC US (TTGP), LTD., a Cayman Islands exempted company
Title:	General Partner
By:	/s/ Doug Leone
Name:	Doug Leone
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

SVF Truck (Singapore) Pte. Ltd.
By:
Name:
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Permira PGO1 SPV Limited
By:	/s/ Hannah Dunnell
Name:	Hannah Dunnell
Title:	Director

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Fidelity China Special Situations PLC
By:	/s/ Natalia de Sousa
Name:	Natalia de Sousa
Title:	Company Secretary and authorised signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FIL Investment Management (Hong Kong)
Limited for and on behalf of
Fidelity Investment Funds
Fidelity Funds
Quilter Investors OEIC
ERI-BayernInvest-Fonds Aktien Asien
By:	/s/ Jackie Chien
Name:	Jackie Chien
Title:	Authorized Signatory

[Signature Page to Fifth Amended and Restated Shareholders’ Agreement]

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 19, 2020

All-Stars PEIISP IV Limited
By:	/s/ Weidong (Richard) Ji
Name:	Weidong (Richard) Ji
Title:	Director

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 19, 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 19, 2020

Racing Sports Limited
By:	/s/ Huang Xin
Name:	Huang Xin
Title:	Director

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 19, 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 19, 2020

Xiang He Fund II, L.P.
By: Xiang He Partners II, L.P., its General Partner
By: Xiang He II GP, LTD, its General Partner
By:	/s/ Hesong TANG
Name:	Hesong TANG
Title:	Director
Xiang He Fund Gamma, L.P.
By: Xiang He Partners I, L.P., its General Partner
By: Xiang He I GP, LTD, its General Partner
By:	/s/ Hesong TANG
Name:	Hesong TANG
Title:	Director

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 19, 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 19, 2020

Lightspeed Opportunity Fund, L.P.
Acting through its General Partner:
Lightspeed General Partner Opportunity Fund, L.P.
Acting through its General Partner:
Lightspeed Ultimate General Partner Opportunity Fund, Ltd.
By:
Name:
Title:

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 19, 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 25, 2020

SCEP MASTER FUND
By:	/s/ Cao FANG
Name:	Cao FANG
Title:	Director

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 25, 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 25, 2020

CMC Scania II Limited
By:
Name:
Title:

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 25, 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 25, 2020

GGV VII Investments Pte. Ltd.
By:	/s/ JIXUN FOO
Name:	JIXUN FOO
Title:	Director
GGV VII Plus Investments Pte. Ltd.
By:	/s/ JIXUN FOO
Name:	JIXUN FOO
Title:	Director

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 25 , 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of November 25, 2020

For and on behalf of GGV (FT) LLC
GGV VII Investments Pte. Ltd.
By:	/s/ JIXUN FOO
Name:	JIXUN FOO
Title:	Director
GGV VII Plus Investments Pte. Ltd.
By:	/s/ JIXUN FOO
Name:	JIXUN FOO
Title:	Director

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON NOVEMBER 25, 2020

FULL TRUCK ALLIANCE CO. LTD.

IN WITNESS WHEREOF, the undersigned has executed this Fifth Amended and Restated Shareholders’ Agreement as of December 4, 2020

SVF TRUCK (SINGAPORE) PTE. LTD.
By:
Name:
Title:	Director

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

FOR THE SUBSEQUENT CLOSING ON DECEMBER 4, 2020

FULL TRUCK ALLIANCE CO. LTD.

SCHEDULE I

DEFINITIONS

“Additional Number” has the meaning set forth in Section 4.2(ii).

“Additional Refusal Period” has the meaning set forth in Section 5.5.

“Affiliate” means, with respect to a Person, any Person which, directly or indirectly, Controls, is Controlled by or is under common Control with such Person; provided, that with respect to any Investor, an Affiliate of such Investor shall include any general partner, officer or director of such Investor and any fund now or hereafter existing which is Controlled by or under common Control with one or more general partners or shares the same management company with such Investor, and any wholly-owned Subsidiaries of such fund. Notwithstanding the foregoing, the parties acknowledge and agree that (a) the name “Sequoia Capital” is commonly used to describe a variety of entities (collectively, the “Sequoia Entities”) that are affiliated by ownership or operational relationship and engaged in a broad range of activities related to investing and securities trading and (b) notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not be binding on, or restrict the activities of, any (i) Sequoia Entity outside of the Sequoia China Sector Group , (ii) entity primarily engaged in investment and trading in the secondary securities market; (iii) the ultimate beneficial owner of an Sequoia Entity (or its general partner or ultimate general partner) who is a natural Person, and such Person’s relatives (including but without limitation, such Person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law), (iv) any officer, director or employee of a Sequoia Entity (or its general partner or ultimate general partner) and such Person’s relatives, and (v) for the avoidance of doubt, any portfolio companies of any Sequoia Entity and portfolio companies of any affiliated investment fund or investment vehicle of any Sequoia Entity. For purposes of the foregoing, the “Sequoia China Sector Group” means all Sequoia Entities (whether currently existing or formed in the future) that are principally focused on companies located in, or with connections to, the People’s Republic of China that are exclusively managed by Sequoia Capital.. With respect to SVF, its “Affiliate” or “Affiliates” means (i) any shareholder of SVF that Controls SVF, (ii) any of such shareholder’s or SVF’s general partners, (iii) the fund manager managing such shareholder or SVF (and general partners thereof) and other funds managed by such fund manager, (iv) the fund managed by SVF and any wholly-owned subsidiaries of such fund.

“Agreement” has the meaning set forth in the preamble hereto.

“All-Stars” means All-Stars SP VI Limited, All-Stars PESP II Limited, and All-Stars SP VIII Limited and PESP VIII Limited.

“AMC Funds” means IFC Catalyst Fund, LP and IFC Global Emerging Markets Fund of Funds, LP. (or its wholly-owned investment holding vehicle).

“Annual Business Plan” means the annual business plan and budget prepared by the Company.

“Anti-social Force” has the meaning set forth in Section 15.1(ix).

Schedule I-1

“Applicable ABAC Laws” means all laws and regulations applying to the Company, any of its Subsidiaries or Affiliates relating to bribery, money laundering, record keeping and internal financial controls as well as any other form of corruption, including fraud, insider dealing, market manipulation and tax evasion.

“Applicable Laws” means, with respect to any Person, all applicable provisions of all (a) constitutions, treaties, statutes, laws (including the common law), codes, rules, regulations, ordinances or orders of any Governmental Authority, (b) approvals and consents of any Governmental Authority, and (c) notices, orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority.

“Applicable Securities Laws” means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities laws of the United States, including the Exchange Act and the Securities Act, and any Applicable Law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the Applicable Laws of that jurisdiction.

“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations of the PRC, including all consents, registrations, filings, agreements, notarizations, certificates, licenses, approvals, permits, authorities or exemption from, by or with any Governmental Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals or consents setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof.

“Applicable Trade Laws” means all import and export laws and regulations, including economic and financial sanctions, export controls, anti-boycott and customs laws and regulations applying to the Company, any of its Subsidiaries or Affiliates or any of its or their respective directors, officers, managers, employees, or representatives.

“Articles” means the Fifth Amended and Restated Memorandum of Association and Articles of Association of the Company adopted as of the date hereof, as may be amended and restated from time to time.

“Baidu Capital” means Baidu Capital L.P.

“Baillie Gifford” means Scottish Mortgage Investment Trust plc.

“Blocked Person” means:

(a)    an individual or entity included in a restricted or prohibited list pursuant to one or more of the Applicable Trade Laws;

(b)    an entity in which one or more Blocked Persons has in the aggregate, whether directly or indirectly, a fifty (50) percent or greater equity interest; and

(c)    an entity that is Controlled by a Blocked Person.

“Board” means the board of directors of the Company.

Schedule I-2

“Bulletin 7” means Bulletin No. 7 on Several Issues of Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-resident Enterprises (SAT Bulletin [2015] No. 7) (关于非居民企业间接转让财产企业所得税若干问题的公告 (国家税务总局公告2015年第7号 )), dated February 3, 2015 and effective as of the same date, including any amendment or implementing rules thereof.

“Business Day” means any day other than a Saturday, Sunday or public holiday in the PRC, Hong Kong, Japan, UK, Singapore or Cayman Islands, when banks are generally open for business.

“Class A Ordinary Shares” means the class A ordinary shares in the capital of the Company with a par value of US$0.00001 each having the rights, preferences, privileges and restrictions set out in these Articles.

“Class B Ordinary Shares” means the class B ordinary shares in the capital of the Company with a par value of US$0.00001 each having the rights, preferences, privileges and restrictions set out in these Articles.

“CAO” means the Compliance Advisor Ombudsman, the independent accountability mechanism for IFC that impartially responds to environmental and social concerns of affected communities and aims to enhance outcomes.

“CAO’s Role” means the role of the CAO which is (a) to respond to complaints by persons who have been or are likely to be directly affected by the social or environmental impacts of IFC projects; and (b) to oversee audits of IFC’s social and environmental performance, particularly in relation to sensitive projects, and to ensure compliance with IFC’s social and environmental policies, guidelines, procedures and systems.

“Centre” has the meaning set forth in Section 16.15(ii).

“CFC” means controlled foreign corporation as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”), the Company’s GILTI (as defined in Section 951A of the Code)..

“Change of Control” means (i) (x) any consolidation, amalgamation or merger of the Company with or into any other Person or any other corporate reorganization, in which the Shareholders of the Company immediately prior to such consolidation, amalgamation, merger or reorganization, own less than 50% of the voting power of the Company or the surviving entity immediately after such consolidation, merger, amalgamation or reorganization or (y) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred, but excluding any transaction effected solely for tax purposes or to change the Company’s domicile; (ii) a sale, lease or other disposition of all or substantially all of the assets of the Group or (iii) an exclusive license of all or substantially all of the intellectual property of the Group, in each case other than (a) a consolidation with a wholly-owned Subsidiary of the Company; and (b) a merger effected exclusively to change the domicile of the Company.

“Closing” has the meaning set forth in the Subscription Agreement.

Schedule I-3

“Commission” means (i) with respect to any offering of securities in the United States, the Securities and Exchange Commission of the United States or any other federal agency at the time administering the Securities Act, and (ii) with respect to any offering of securities in a jurisdiction other than the United States, the regulatory body of the jurisdiction with authority to supervise and regulate the sale of securities in that jurisdiction.

“Company” has the meaning set forth in the preamble hereto.

“Company Industry Segment” has the meaning set forth in Section 13.2.

“Company Operations” means the existing and future operations, activities and facilities of the Company and its Subsidiaries (including the design, construction, operations, maintenance, management and monitoring thereof as applicable) in the PRC.

“Competitor” means the entities listed in EXHIBIT C (as the “Competitor List”) hereto and any Affiliate of such entities.

“Confidential Information” has the meaning set forth in Section 13.1.

“Conflict Terms” has the meaning set forth in Section 16.7.

“Consolidation” has the meaning set forth in Recital A.

“Consolidation Agreement” has the meaning set forth in Recital A.

“Control” means, when used with respect to any Person, (i) ownership of more than 50% of the Equity Securities of such Person, or (ii) the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

“Control Agreements” means collectively the following documents in connection with the VIEs: (i) the following contracts entered into among Jiangsu Man Yun Logistics Information Co., Ltd., the YMM VIE Entities and the shareholders of each YMM VIE Entity: (a) Exclusive Technical Support and Service Agreements (独家技术支持和技术服务协议) entered into by and between the Jiangsu Man Yun Logistics Information Co., Ltd. and each YMM VIE Entity, (b) Exclusive Option Agreements (独家购买权协议) entered into by and among Jiangsu Man Yun Logistics Information Co., Ltd., each YMM VIE Entity and each equity holder of such YMM VIE Entity, (c) Voting Agreements (表决权代理协议) entered into by each equity holder of each YMM VIE Entity, each YMM VIE Entity and the Jiangsu Man Yun Logistics Information Co., Ltd., (d) Equity Pledge Agreements (股权质押合同) entered into by and among the Jiangsu Man Yun Logistics Information Co., Ltd., each YMM VIE Entity and each equity holder of such YMM VIE Entity, and (v) Spouse Consent Letter issued by the spouse of each equity holder of such YMM VIE Entity, and (ii) a series of contracts entered into by and among Manbang Information Consulting Co., Ltd. (满帮信息咨询有限公司), Guiyang Huochebang Technology Co., Ltd. (贵阳货车帮科技有限公司) and its registered shareholders, including the exclusive Share Option and Share Trust Agreement (《独家购股权及股权托管协议》), the Exclusive Management Consulting and Technical Services Agreement 《(独家管理咨询与技术服务协议》), the Share Pledge Agreements (《股权质押协议》), the Power of Attorney issued by each registered shareholder of Guiyang Huochebang Technology Co., Ltd. (贵阳货车帮科技有限公司) and the Spouse Consent Letters issued by the spouse of the individual registered shareholders of Guiyang Huochebang Technology Co., Ltd. (贵阳货车帮科技有限公司).

Schedule I-4

“Conversion Price” means the conversion price of the Preferred Shares as adjusted from time to time in accordance with Section 11.

“Covered Person” has the meaning set forth in Section 13.2.

“CR Holders” has the meaning set forth in Section 11.

“CR Shares” has the meaning set forth in Section 11.

“Deed of Adherence” has the meaning set forth in Section 16.5.

“Director” means a director of the Company.

“Disclosing Party” has the meaning set forth in Section 13.3.

“Dispute” has the meaning set forth in Section 16.15(i).

“Drag-Along Sale” has the meaning set forth in Section 6.1(i).

“Drag Completion Date” has the meaning set forth in Section6.1(iii).

“Drag Notice” has the meaning set forth in Section6.1(iii).

“Dragged Shareholders” has the meaning set forth in Section 6.1(i).

“Dragged Shares” has the meaning set forth in Section 6.1(iii).

“Dragging Shareholders” has the meaning set forth in Section 6.1(i).

“Eastern Bell” means Eastern Bell V Investment Limited.

“Effective Time” means December 27, 2017.

“Equity Securities” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membership interests, units, profits interests, ownership interests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the foregoing, or security convertible into, exchangeable or exercisable for any of the foregoing, or any Contract providing for the acquisition of any of the foregoing.

Schedule I-5

“ESOP Plan” means the share incentive plan adopted (and amended or restated from time to time) by the Board in accordance with this Agreement, under which (i) 1,525,679,641 Class A Ordinary Shares have been reserved as of the date hereof for grant of share based incentive awards to officers, directors, employees of the Company or other qualified individuals pursuant to the ESOP Plan; (ii) any Equity Securities that have been repurchased by the Company from time to time in accordance with the Minutes of an Extraordinary General Meeting of the Company passed on September 10, 2019 will be re-designated as Class A Ordinary Shares and be reserved for issuance under the ESOP Plan upon their repurchase by the Company from time to time; and (iii) 1,017,523,059 Class A Ordinary Shares have been issued to MASTER QUALITY GROUP LIMITED pursuant to the exercise of options by certain beneficiaries of Core Trust Company Limited in accordance therewith.

“ESOP Shares” means the Equity Securities reserved or granted pursuant to the then effective ESOP Plan.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exercising Holder” has the meaning set forth in Section 5.5.

“Existing Shareholders” means collectively, the holders of Shares of the Company prior to the Closing.

“F-3 Initiating Holders” has the meaning set forth in Section 3.3(i).

“F-3 Registration” has the meaning set forth in Section 3.3(i).

“Farallon” means Kite Holdings, LLC.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.

“Fidelity” means Fidelity China Special Situations PLC, Fidelity Investment Funds, Fidelity Funds, Quilter Investors OEIC, ERI-BayernInvest-Fonds Aktien Asien.

“Final Remaining Offered Securities” has the meaning set forth in Section 5.5.

“First Refusal Period” has the meaning set forth in Section 5.3.

“First Transfer Notice” has the meaning set forth in Section 5.3.

“Form F-3” means Form F-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect, including Form F-3.

“Founders” means each of YMM Founder and HCB Founder, and “Founder” means any one of them.

“Founder Holding Companies” means each of YMM Founder Holding Company and HCB Founder Holding Company, and “Founder Holding Company” means any one of them.

“Founder Parties” means the Founders and the Founder Holding Companies.

Schedule I-6

“Fourth Transfer Notice” has the meaning set forth in Section 5.5.

“General Redemption” has the meaning set forth in Section 10.1.

“General Redemption Right” has the meaning set forth in Section 10.1.

“Genesis” means Genesis Capital I LP.

“Governmental Authority” means (i) any court, tribunal, arbitrator, authority, agency, commission, official, governing body of any securities exchange or self-regulating organization or other instrumentality of the PRC, any foreign country or any domestic or foreign state, county, city or other political subdivision, and their respective local and provincial branches or departments, (ii) any other national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank, or (iii) any public international organization, or (iv) any entity or enterprise owned or Controlled by a government.

“Group CEO” has the meaning set forth in Section7.4(i).

“Group Companies” or the “Group” includes the Company, YMM Group Companies and HCB Group Companies, and “Group Company” means any one of them.

“HCB” has the meaning set forth in Recital A.

“HCB Founder”, “HCB Founders”, “HCB Founder Holding Company” and “HCB Founder Holding Companies” have the meanings set forth in preamble hereto.

“HCB Group” includes HCB, HCB HK Company, HCB WFOE and all Subsidiaries of HCB, and “HCB Group Company” means any one of them.

“HCB HK Company” means Full Truck Alliance (HK) Limited.

“HCB Investor” and “HCB Investors” have the meaning set forth in preamble hereto.

“HCB Share Exchange Ratio” has the meaning set forth in the Consolidation Agreement.

“HCB WFOE” means Manbang Information Consulting Co., Ltd. (满帮信息咨询有限公司).

“Hillhouse” means Hillhouse TCA TRK Holdings Limited.

“HK Companies” means collectively the HCB HK Company and the YMM HK Company.

“HKIAC Rules” has the meaning set forth in Section 16.15(ii).

“Holders” means any Persons holding any outstanding Registrable Shares and/or Registrable Securities (as adjusted for share dividends, splits, combinations, recapitalizations or similar events), and the “Holder” means any of them.

Schedule I-7

“Holding Fund” has the meaning set forth in Section 15.1(ii).

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“IFC” means the International Finance Corporation, an international organization established by articles of agreement among its member countries including the PRC.

“IFC/AMC Funds Exit Consideration” has the meaning set forth in Section 6.2(ii).

“IFC/AMC Funds Notice Period” has the meaning set forth in Section 6.2(ii).

“IFC/AMC Funds Redemption Date” has the meaning set forth in Section 10.6.

“IFC/AMC Funds Redemption Price” has the meaning set forth in Section 10.6.

“IFC/AMC Funds Redemption Shares” has the meaning set forth in Section 10.6.

“IFC/AMC Funds Request Notice” has the meaning set forth in Section 10.6.

“IFRS” means International Financial Reporting Standards.

“Indemnified Party” has the meaning set forth in Section 3.10(iii).

“Indemnifying Party” has the meaning set forth in Section 3.10(iii).

“Information Rights” has the meaning set forth in Section 2.1.

“Information Rights Holder” means any Shareholder holding 10,000,000 or more Shares (as adjusted for Recapitalizations).

“Inspection Rights” has the meaning set forth in Section 2.2.

“Inspection Rights Holder” means (i) any Shareholder holding 2% or more of the Shares on a fully-diluted and as-converted basis, or (ii) any HCB Investor or YMM Investor who has inspection rights under the Prior Shareholders’ Agreement.

“Investors” means each of the YMM Investors, the HCB Investors, the Series A-15 Investors and the Series A-16 Investors and an “Investor” means any one of them.

“Investor Directors” or “Investor Director” has the meaning set forth in Section 7.2(i).

“IFC” has the meaning set forth in Section 15.11(x).

“IPO” means a bona fide underwritten initial public offering of Class A Ordinary Shares.

Schedule I-8

“Issuance Notice” has the meaning set forth in Section 4.2(i).

“Issuance Notice” has the meaning set forth in Section 4.2(i).

“Key Subsidiaries” means (i) all entities incorporated in the PRC that are Controlled by any of the HK Companies or any of the WFOEs with an actual paid-up registered capital of at least RMB50,000,000, and (ii) the Persons listed in of Schedule II.

“Licenses” means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental Authority.

“Liquidation Event” has the meaning set forth in Section 9.1(i).

“Management Authority” has the meaning set forth in Section 7.4(ii).

“Management Director” has the meaning set forth in Section 7.2(i).

“Management Entity” has the meaning set forth in Section 15.1(ii).

“Management Founder” means the YMM Founder.

“Management Founder’s Special Transferees” has the meaning set forth in Section 7.2(ii).

“Majority Ordinary Shareholders” means holders of more than 50% of the voting power of the then outstanding Ordinary Shares held by the Founders.

“Majority Series A Preferred Holders” means the holders of at least 60% of the voting power of the outstanding Series A Preferred Shares voting as one class on an as-converted basis.

“Majority Shareholders” means (i) the holders of at least 60% of the voting power of the outstanding Series A Preferred Shares voting as one class on an as-converted basis, and (ii) the Group CEO, so long as the Group CEO directly or indirectly holds any Shares of the Company.

“Matters Reserved to the Board” has the meaning set forth in Section 7.2(v).

“Matters Reserved to the Shareholders’ Meeting” has the meaning set forth in Section 7.1(iii).

“New Securities” means any Equity Securities, debt or other securities of any kind of the Company whether now or hereafter authorized; provided that the term “New Securities” does not include (i) Class A Ordinary Shares issued upon conversion of the Preferred Shares; (ii) Class A Ordinary Shares issuable to employees, professional consultants, or directors of the Company pursuant to the ESOP Plan approved by the Board; (iii) Equity Securities as a dividend or distribution on the Preferred Shares; (iv) securities issued in a Qualified IPO; (v) any issuance of Equity Securities in connection with any share split, share dividend or other similar event; (vi) any issuance of Equity Securities pursuant to the acquisition of another Person by the Company approved by the Board; (vii) any issuance of Equity Securities at each Closing and/or each Subsequent Closing or any issuance of Unissued Shares under the Subscription Agreement; and (viii) securities issuable pursuant to strategic alliances, technology licenses or equipment lease, real estate lease, loan and financing arrangement and bank financing arrangements approved by the Board.

Schedule I-9

“Non-competition Period” has the meaning set forth in Section 15.1(i).

“Non-Disclosing Parties” has the meaning set forth in Section 13.3.

“Non-Qualified IPO Notice” has the meaning set forth in Section 10.2.

“Notice of Arbitration” has the meaning set forth in Section 16.15(i).

“Observer” has the meaning set forth in Section 2.3.

“Observer Rights” has the meaning set forth in Section 2.3.

“Obstructive Practice” has the meaning set forth in Exhibit E.

“Offered Securities” has the meaning set forth in Section 5.3.

“Ordinary Shares” means collectively, the Class A Ordinary Shares and the Class B Ordinary Shares, each of which with par value US$0.00001.

“Ordinary Share Equivalents” means preferred shares, bonds, loans, warrants, options and any other rights convertible, exercisable or exchangeable for Ordinary Shares and instruments convertible or exercisable or exchangeable for Ordinary Shares, including the Preferred Shares.

“Organized Crime Group” has the meaning set forth in Section 15.11(ix).

“Original Purchase Price” means the Series A Original Purchase Price (for the Series A Preferred Shares other than Series A-15 Preferred Shares and Series A-16 Preferred Shares) , the Series A-15 Original Purchase Price (for the Series A-15 Preferred Shares) or the Series A-16 Original Purchase Price (for the Series A-16 Preferred Shares).

“Other Ordinary Shareholder” and “Other Ordinary Shareholders” have the meaning set forth in the preamble hereto.

“Oversubscription Notice” has the meaning set forth in Section 4.2(ii).

“Oversubscription Period” has the meaning set forth in Section 4.2(ii).

“Oversubscription Right” has the meaning set forth in Section 4.1.

“Party” or “Parties” has the meaning set forth in the preamble hereto.

“Performance Standards” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, copies of which have been delivered to and receipt of which has been acknowledged by the Company.

Schedule I-10

“Permira” means Permira PGO1 SPV Limited.

“Permira Redemption Shares” has the meaning set forth in Section 10.8.

“Permitted Recipient” has the meaning set forth in Section 2.1.

“Permitted Transferee” has the meaning set forth in Section 5.7.

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“PFIC” means (i) a passive foreign investment company (within the meaning of Section 1297 of the U.S. Internal Revenue Code of 1986, as amended) or (ii) classified as a partnership or a branch for U.S. federal income tax purposes.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding Hong Kong, Macau Special Administrative Region and Taiwan.

“PRC GAAP” means generally accepted accounting principles in the PRC, applied on a consistent basis.

“Preemption Participating Holder” has the meaning set forth in Section 4.2(i).

“Preemption Period” has the meaning set forth in Section 4.2(i).

“Preemptive Rights” has the meaning set forth in Section 4.1.

“Preferred Liquidation Amount” means an amount equal to one hundred percent (100%) of the applicable Original Purchase Price.

“Preferred Redemption Amount” means an amount equal to one hundred percent (100%) of the applicable Original Purchase Price.

“Preferred Shares” or “Series A Preferred Shares” means collectively, the Series A-1 Preferred Shares, the Series A-2 Preferred Shares, the Series A-3 Preferred Shares, the Series A-4 Preferred Shares, the Series A-5 Preferred Shares, the Series A-6 Preferred Shares, the Series A-7 Preferred Shares, the Series A-8 Preferred Shares, the Series A-9 Preferred Shares, the Series A-10 Preferred Shares, the Series A-11 Preferred Shares, the Series A-12 Preferred Shares, the Series A-13 Preferred Shares, the Series A-14 Preferred Shares, the Series A-15 Preferred Shares and the Series A-16 Preferred Shares.

“PR Holder” or “PR Holders” has the meaning set forth in Section 4.1.

“Principal Business” has the meaning set forth in Recital D.

Schedule I-11

“Prior Shareholders’ Agreement” has the meaning set forth in Recital C.

“Proposed Issuance” has the meaning set forth in Section 4.2(i).

“Proposed Recipient” has the meaning set forth in Section 4.1.

“Proposed Transfer” has the meaning set forth in Section 5.3.

“Public Official” means (a) an officer or employee of any national, regional, local or other component of any Governmental Authority; (b) a director, officer or employee of any entity in which a Governmental Authority or any component of any Governmental Authority possesses a majority or controlling interest; (c) a candidate for public office; (d) a political party or political party official; (e) an officer or employee of a public international organization (e.g., the European Commission or World Bank); and (f) any individual who is acting in an official capacity for any Governmental Authority, component of a Governmental Authority, political party or public international organization, even if such individual is acting in that capacity temporarily and without compensation.

“Qualified Electing Fund” has the meaning set forth in Section 15.6(ii).

“Qualified Exchange” means (i) the New York Stock Exchange, the NASDAQ Stock Market’s Global Market System or the Main Board of the Hong Kong Stock Exchange or (ii) any other exchange of recognized international reputation and standing duly approved by the Shareholders in accordance with Section 7.1(iii).

“Qualified IPO” means an IPO on a Qualified Exchange based on a pre-money valuation of the Company implying a per share price of the Company’s Shares as-converted basis (as adjusted for any Recapitalizations) of not less than (i) 130% of the Series A-16 Original Purchase Price, if such IPO is consummated on or before June 30, 2022; or (ii) 150% of the Series A-16 Original Purchase Price, if such IPO is consummated after June 30, 2022, and that will bring net offering proceeds to the Company, after deduction of underwriting discounts and registration expenses, of at least US$1,000,000,000.

“Recapitalizations” means any share split, share dividend, share combination or consolidation, recapitalization or other similar event in relation to the shares of the Company.

“Redemption Date” has the meaning set forth in Section 10.5.

“Redemption Funds” has the meaning set forth in Section 10.9(i).

“Redemption Notice” has the meaning set forth in Section 10.4.

“Redemption Price” has the meaning set forth in Section 10.4.

“Redemption Request” has the meaning set forth in Section 10.1.

“Redemption Requesting Holders” has the meaning set forth in Section 10.1.

“Redemption Right” has the meaning set forth in Section 10.1.

Schedule I-12

“Redemption Shares” has the meaning set forth in Section 10.3.

“Registrable Securities” means (i) the Preferred Shares, (ii) the Class A Ordinary Shares issuable or issued upon conversion of the Preferred Shares and (iii) any Class A Ordinary Shares owned or hereafter acquired by the Investors.

“Registration” means a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness of that Registration Statement; and the terms “Register” and “Registered” have meanings concomitant with the foregoing.

“Registration Statement” means a registration statement prepared on Forms F-1 or F-3 under the Securities Act, or on any comparable form in connection with Registration in a jurisdiction other than the United States.

“Related Entities” has the meaning set forth in Section 15.1(ii).

“Related Party” has the meaning set forth in Section 6.2(ii).

“Requesting Holders” has the meaning set forth in Section 3.1(i).

“Requisite Shareholders” means Shareholders holding at least 2/3 of the voting power of all outstanding Shares on an as-converted basis, including Shareholders holding at least 60% of the voting power of all outstanding Preferred Shares on an as-converted basis and the Group CEO (for so long as he directly or indirectly holds any Shares of the Company).

“ROFR Holder” or “ROFR Holders” has the meaning set forth in Section 5.5.

“Sale Agreement” has the meaning set forth in Section 6.1(ii).

“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, set forth in Exhibit E.

“Second Refusal Period” has the meaning set forth in Section 5.5.

“Second Transfer Notice” has the meaning set forth in Section 5.5.

“Securities Act” means the United States Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Ordinary Shareholder” has the meaning set forth in Section 5.1.

“Selling Shareholder” has the meaning set forth in Section 5.3.

“Series A Original Purchase Price” means with respect to each Series A Preferred Share (other than Series A-15 Preferred Share and Series A-16 Preferred Share), the applicable Series A Original Purchase Price set forth in Exhibit H hereto (as adjusted for any Recapitalizations).

“Series A Preference Amount” means an amount equal to one hundred thirty percent (130%) of the applicable Series A Original Purchase Price (as adjusted for Recapitalization) for each Series A Preferred Share, plus any declared but unpaid dividends thereon.

Schedule I-13

“Series A-15 Investor” and “Series A-15 Investors” have the meaning set forth in preamble hereto.

“Series A-15 Original Purchase Price” means, for each Series A-15 Preferred Share, US$0.36740095 (as adjusted for any Recapitalizations).

“Series A-15 Preference Amount” means an amount equal to one hundred thirty percent (130%) of the Series A-15 Original Purchase Price for each Series A-15 Preferred Share, plus any declared but unpaid dividends thereon.

“Series A-15 Preferred Shares” means the Series A-15 Preferred Shares, par value US$ 0.00001 per share, of the Company.

“Series A-16 Investor” and “Series A-16 Investors” have the meaning set forth in preamble hereto.

“Series A-16 Original Purchase Price” means, for each Series A-16 Preferred Share, US$ 0.57436476 (as adjusted for any Recapitalizations).

“Series A-16 Preference Amount” means an amount equal to one hundred thirty percent (130%) of the Series A-16 Original Purchase Price for each Series A-16 Preferred Share, plus any declared but unpaid dividends thereon.

“Series A-16 Preferred Shares” means the Series A-16 Preferred Shares, par value US$ 0.00001 per share, of the Company.

“Series A-16 Redemption Request” has the meaning set forth in Section 10.2.

“Series A-16 Redemption Right” has the meaning set forth in Section 10.2.

“Shares” means, collectively, the Ordinary Shares and the Preferred Shares.

“Shareholders” means (i) each of the holders of the Shares and (ii) any other Person who becomes a shareholder of the Company in accordance with the terms of this Agreement and becomes a party to this Agreement, in each case for so long as such Person remains a shareholder of the Company, and in the case of any Shareholder that is a natural person shall be deemed to include the estate of such Shareholder and the executor, conservator, committee or other similar legal representative of such Shareholder or such Shareholder’s estate following the death or incapacitation of such Shareholder.

“Shareholders’ Meeting” has the meaning set forth in Section 7.1(i).

“Shell Bank” means a bank incorporated in a jurisdiction in which it has no physical presence and which is not an Affiliate of a regulated bank or a regulated financial group.

“Softbank” has the meaning set forth in Section 13.4.

Schedule I-14

“Special Redemption Notice” has the meaning set forth in Section 10.8.

“Special Sale Event” has the meaning set forth in Section 6.2(i).

“Special Sale Notice” has the meaning set forth in Section 6.2(i).

“Subscription Agreement” has the meaning set forth in Recital C.

“Subsidiary” means, with respect to any Person, (i) any corporation of which a majority of the securities entitled to vote generally in the election of directors thereof, at the time as of which any determination is being made, are owned by such Person, either directly or indirectly, (ii) any joint venture, general or limited partnership, limited liability company or other legal entity in which such Person is the record or beneficial owner, directly or indirectly, of a majority of the voting interests or the general partner, or (iii) any variable interest entity controlled by such Person or its Subsidiary.

“Subsidiary Board” has the meaning set forth in Section 7.2(iii).

“SVF” means SVF Truck (Singapore) Pte. Ltd., a private company limited by shares established under the laws of Singapore.

“SVF Special Redemption Date” has the meaning set forth in Section 10.7.

“SVF Special Redemption Price” has the meaning set forth in Section 10.7.

“SVF Special Redemption Shares” has the meaning set forth in Section 10.7.

“SVF Special Request Notice” has the meaning set forth in Section 10.7.

“Tag-Along Right” has the meaning set forth in Section 6.3.

“Tag Notice” has the meaning set forth in Section 6.1(ii).

“Tagged Redemption Right” has the meaning set forth in Section 10.8

“Tag Holder” has the meaning set forth in Section 6.1(ii).

“Tag Securities” has the meaning set forth in Section 6.3.

“Tag Transferee” has the meaning set forth in Section 6.1(ii).

“Tax Authority” means any United States, Cayman Islands, PRC, Hong Kong or other local or foreign governmental authority or regulatory body responsible for the imposition of any such tax (domestic or foreign).

“Tax Returns” has the meaning set forth in Section 15.6(i).

“Third Refusal Period” has the meaning set forth in Section 5.5.

“Third Transfer Notice” has the meaning set forth in Section 5.5.

“Transaction Documents” means this Agreement, the Subscription Agreement and the Articles.

Schedule I-15

“Transfer” means sale, assignment, transfer, pledge, hypothecation, mortgage, encumbrance or otherwise disposal of, or grant any interest or right with respect to, directly or indirectly, through one or a series of transactions, any Ordinary Shares or any Ordinary Share Equivalents (as applicable).

“Truck Loan” means financial leases provided by HCB to its customers for the purposes of facilitating such customer’s use of trucks.

“Underwriter’s Representative” has the meaning set forth in Section 3.1(iii).

“US GAAP” means the generally accepted accounting principles in the United States, applied on a consistent basis.

“USRPHC” has the meaning set forth in Section 15.6(i).

“Violation” has the meaning set forth in Section 3.10(i).

“Ward Ferry” means WF Asian Reconnaissance Fund Limited.

“WFOE” means YMM WFOEs and HCB WFOE.

“World Bank Listing of Ineligible Firms” has the meaning set forth in Section 5.9(iii).

“YMM” has the meaning set forth in Recital A.

“YMM Founder” and “YMM Founder Holding Company” have the meanings set forth in preamble hereto.

“YMM Group” includes YMM, YMM HK Company, YMM WFOEs and all the Subsidiaries of YMM, and “YMM Group Company” means any one of them.

“YMM HK Company” means Lucky Logistics Information Limited.

“YMM Investor” and “YMM Investors” have the meanings set forth in preamble hereto.

“YMM VIE Entities” means Beijing Yun Man Man Technology Co., Ltd. (北京运满满科技有限公司) and Shanghai Xi Wei Information Consultation Co., Ltd. (上海细微信息咨询有限公司).

“YMM WFOEs” means Jiangsu Man Yun Logistics Information Co., Ltd. (江苏满运物流信息有限公司) and Nanjing Yun Man Man Investment Co., Ltd. (南京运满满投资有限公司), and “YMM WFOE” means any of them.

Schedule I-16

SCHEDULE II

Signing Entities

NO.	Name
1.	Lucky Logistics Information Limited （好运物流信息有限公司）
2.	Jiangsu Man Yun Logistics Information Co., Ltd. (江苏满运物流信息有限公司)
3.	Shanghai Xi Wei Information Consultation Co., Ltd. (上海细微信息咨询有限公司)
4.	Jiangsu Man Yun Software Technology Co., Ltd. (江苏满运软件科技有限公司)
5.	Nanjing Yun Man Man Investment Co., Ltd. (南京运满满投资有限公司)
6.	Full Truck Alliance(HK) Limited (满帮（香港）有限公司)
7.	Manbang Information Consultancy Co., Ltd. (满帮信息咨询有限公司)
8.	Guiyang Huochebang Technology Co., Ltd. (贵阳货车帮科技有限公司)
9.	Chengdu Yunli Technology Co., Ltd. (成都运力科技有限公司)
10.	Guizhou Banghuoche Financing Guarantee Co., Ltd.(贵州帮货车融资担保有限公司)
11.	Guiyang Shanen Insurance Brokerage Co., Ltd. (贵阳山恩保险经纪有限公司)
12.	Guizhou Huochebang Microfinancing Co., Ltd. (贵州货车帮小额贷款有限公司)

Schedule II

SCHEDULE III-1

YMM Founder

ZHANG Hui (张晖), a citizen of the PRC with his ID card number of ******

YMM Founder Holding Company

Full Load Logistics Information Co. Ltd

Schedule III-1

SCHEDULE III-2

HCB Founders

NO.	HCB Founder Name and ID Information	HCB Founder Holding Companies
1.	Wenjian DAI (戴文建), a citizen of the PRC with his ID card number of ******	Dai WJ Holdings Limited
2.	Peng LUO (罗鹏), a citizen of the PRC with his ID card number of ******	Luo P Holdings Limited
3.	Tianguang TANG (唐天广), a citizen of the PRC with his ID card number of ******	Tang TG Holdings Limited
4.	Xianfu LIU (刘显付), a citizen of the PRC with his ID card number of ******	Liu XF Holdings Limited
5.	Yun DAI (戴芸), a permanent resident of Hong Kong with her passport number of ******	Great Oak Trading LTD.

Schedule III-2

SCHEDULE IV-1

YMM Investors

NO.	YMM Investor Short Name	YMM Investor Full Name and Registered Office
1.	Truck Work	Truck Work Logistics Information Co. Ltd, a company incorporated in the British Virgin Islands whose registered office is at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110.
2.	Lightspeed	Lightspeed China Partners I, L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Lightspeed China Partners I-A, L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
3.	Sequoia Capital	SCC Venture V Holdco I, Ltd., a company incorporated in Cayman Islands whose registered office is at Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.
4.	Yunfeng	Sunshine Logistics Investment Limited, a company incorporated in British Virgin Islands whose registered office is at 171 Main Street, Road Town, Tortola VG1110, British Virgin Islands.

Schedule IV-1

NO.	YMM Investor Short Name	YMM Investor Full Name and Registered Office
5.	Capital Champion	Capital Champion Holdings Limited, a company incorporated in British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
6.	Nanjing Aide	Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership), a partnership incorporated in China whose registered office is at East Unit 3, Building 01, Dajianyin Lane No. 16, Gulou District, Nanjing, China.
7.	Xiang He	Xiang He Fund I, L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
8.	GGV	GGV Capital VI L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. GGV Capital VI Entrepreneurs Fund L.P., a partnership incorporated in Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
9.	CMC	CMC Scania Holdings Limited, a company incorporated in Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
10.	Tiger	Internet Fund IV Pte. Ltd., a company incorporated in Singapore whose registered office is at 8 Temasek Boulevard #32-02, Suntec Tower Three, Singapore (038988).

Schedule IV-1

NO.	YMM Investor Short Name	YMM Investor Full Name and Registered Office
11.	Artist Growth	Artist Growth Opportunity Fund I LP a company incorporated in USA with registered office at 20 West 55th Street, New York NY 10019, USA Artist Growth Opportunity I LP a company incorporated in USA with registered office at 20 West 55th Street, New York NY 10019, USA
12.	Tyrus	Tyrus-DA Global Sharing Economy No.2 a company incorporated in South Korea with registered office at 2nd Floor, 39 Teheran-ro 87-gil, Gangnam-gu, Seoul, South Korea 06166

Schedule IV-1

SCHEDULE IV-2

HCB Investors

NO.	HCB Investor Short Name	HCB Investor Full Name and Registered Office
1.	Tencent	Morespark Limited, a company incorporated in Hong Kong whose registered office is at 29/F, Three Pacific Place, 1 Queen’s Road East Wanchai, Hong Kong. Tencent Mobility Limited, a company incorporated in Hong Kong whose registered office is at 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong.
2.	Eastern Bell	Eastern Bell V Investment Limited, a company incorporated in the British Virgin Islands whose registered office is at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.
3.	Hillhouse	Hillhouse TCA TRK Holdings Limited, a company incorporated in the British Virgin Islands whose registered office is at Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.
4.	Genesis	Genesis Capital I LP, an exempted limited partnership duly incorporated and validly existing under the laws of Cayman Islands, with its registered office at c/o MourantOzannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands
5.	All-Stars	All-Stars SP VI Limited Registered Address - Nemours Chambers, Road Town, Tortola, British Virgin Islands
6.	IFC	International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America

Schedule IV-2

NO.	HCB Investor Short Name	HCB Investor Full Name and Registered Office
7.	TYP Holdings, LLC	TYP Holdings, LLC Registered Address: 650 5th Ave, Suite 3301, New York NY, 10019
8.	Teng Yue Partners Master Fund, LP	Teng Yue Partners Master Fund, LP Registered Address: Teng Yue Partners Master Fund, LP Mourant Ozannes 94 Solaris Avenue Camana Bay P.O. Box 1348 Grand Cayman, KY1-1108 Cayman Islands
9.	Catalyst Fund	IFC Catalyst Fund, LP, a limited partnership established under the laws of Scotland, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433
10.	GEM Fund	IFC Global Emerging Markets Fund of Funds, LP, a limited partnership established under the laws of Scotland, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433
11.	Techgiant	Techgiant Limited, a company registered in the British Virgin Islands;
12.	Baidu Capital	Baidu Capital L.P. Registered Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
13.	Fortune Nice	Fortune Nice International Limited a company incorporated in the British Virgin Islands whose registered office is at Level 1, Palm Grove House, Wickham’s Cay, 1 Road Town, Tortola, British Virgin Islands
14.	GC GEM	GC GEM Co-investment Limited an exempted limited liability company incorporated in the Cayman Islands whose registered office is at Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108

Schedule IV-2

NO.	HCB Investor Short Name	HCB Investor Full Name and Registered Office
15.	Guiyang VC	Guiyang Venture Capital Co., Ltd.(贵阳市创业投资有限公司) a company incorporated in the PRC whose registered office is at 10th Floor B Tower China Aluminum Sci&Tech Building, No.2 JingZhu Road, GuanShanhu District, Guiyang City, GuiZhou Province, PRC.

Schedule IV-2

SCHEDULE V

Series A-15 Investors

No	Series A-15 Investor Short Name	Series A-15 Investor Full Name and Registered Office
1.	Zhang Hui	Full Load Logistics Information Co. Ltd a company incorporated in the British Virgin Islands whose registered office is at Portcullis Chambers, 4th Floor, Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands, VG1110.
2.	Wang Gang	Super Trolley Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Mini Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Kar Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Van Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Super Truck Investment Limited a company incorporated in the British Virgin Islands whose registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
3.	Lightspeed	LIGHTSPEED VENTURE PARTNERS SELECT II, L.P. a partnership incorporated in the Cayman Islands whose registered address is at C/O Maples Corporate Services Limited, Ugland House, South Church Street, George Town, Grand Cayman KY1-9002, Cayman Islands.
4.	Tencent	Tencent Mobility Limited, a company incorporated in Hong Kong whose registered office is at 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong.

Schedule V

5.	Sequoia Capital	SCC GROWTH IV 2018-H, L.P. a partnership incorporated in the Cayman Islands whose registered office is at Conyers Trust Company (Cayman) Limited Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
6.	All-Stars	All-Stars PESP II Limited a company incorporated in the British Virgin Islands whose registered office is at Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, VG1110, Tortola, British Virgin Islands. All-Stars SP VIII Limited a company incorporated in the British Virgin Islands whose registered office is at Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, VG1110, Tortola, British Virgin Islands.
7.	Genesis	Genesis Capital I LP, an exempted limited partnership incorporated in the Cayman Islands whose registered office is at c/o MourantOzannes Corporate Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108, Cayman Islands.
8.	Eastern Bell	Eastern Bell International II Limited a company incorporated in the British Virgin Islands whose registered office is at CCS Trustees Limited, 263 Main Street, Road Town, Tortola, British Virgin Islands.
9.	Hillhouse	Hillhouse TRK-III Holdings Limited a company incorporated in the Cayman Islands whose registered office is at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
10.	Teng Yue	Teng Yue Partners Master Fund, LP a partnership incorporated in the Cayman Islands whose registered office is at Mourant Ozannes 94 Solaris Avenue Camana Bay P.O. Box 1348, Grand Cayman, KY1-1108 Cayman Islands. Teng Yue Partners RDLT, LP a partnership incorporated in the Cayman Island whose registered office is at 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman, KY1-1108, Cayman Island.

Schedule V

11.	IFC	IFC CATALYST FUND, LP a limited partnership established under the laws of Scotland, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433. IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP a limited partnership established under the laws of Scotland, with its business address at 2121 Pennsylvania Avenue NW, Washington D.C. 20433.
12.	Capital Champion	Capital Champion Holdings Limited, a company incorporated in the British Virgin Islands whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
13.	Xiang He	Xiang He Fund I, L.P. a partnership incorporated in the Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
14.	GGV	GGV Capital VI L.P., a partnership incorporated in the Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. GGV Capital VI Entrepreneurs Fund L.P., a partnership incorporated in the Cayman Islands whose registered office is at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
15.	SVF	SVF Truck (Singapore) Pte. Ltd. a company incorporated in Singapore whose registered office is at 138 Market Street #27-01A, Capitagreen, Singapore 048946.
16.	China Reform Fund	Propitious Morningstar Limited a company incorporated in Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands
17.	CII Fund	China Internet Investment Fund (Limited Partnership), a partnership incorporated in PRC whose registered office is at A032, 1ST Floor, No. 2 Building, Keyuan Road No. 18, Daxing Economic Development Zone, Daxing District, Beijing(A032北京市大兴区大兴经济开发区科苑路18号 2幢一层A032号).

Schedule V

18.	Farallon Capital	Kite Holdings, LLC a partnership incorporated in the USA whose registered office is at Corporate Service Company, 251 Little Falls Drive, Wilmington, DE 19808, USA.
19.	CapitalG	CapitalG LP a partnership incorporated in the USA whose registered office is at 251 Little Falls Drive Wilmington, DE 19808, USA.
20.	Baillie Gifford	Scottish Mortgage Investment Trust plc a company incorporated in the United Kingdom whose registered office is at Carlton Square, 1 Greenside Row, Edinburgh EH1 3AN, United Kingdom.
21.	Ward Ferry	WF ASIAN RECONNAISSANCE FUND LIMITED a company incorporated in the Cayman Islands whose registered office is at c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Ave, George Town, Grand Cayman KY1-9005, Cayman Islands.
22.	GSR	GSR VENTURES VI (SINGAPORE) PTE. LTD. a company incorporated in Singapore whose registered office is at 32 Pekin Street, #05-01, Singapore (048762).
23.	Riverhead Capital	Shanghai Shengjia Xinlue Investment Center LLP a partnership incorporated in PRC whose registered office is at Unit 705-20, 438 Pu Dian Rd, China (Shanghai) Pilot Free Trade Zone, Shanghai, China P.R. (中国(上海)自由贸易试验区浦电路 438号705-20室)
24.	New World	Best Will Project Company Limited a company incorporated in the British Virgin Islands whose registered office is at Portcullis Chambers, 4th Floor Ellen Skelton Building, 3076 Sir Francis Drake Highway, Road Town, Tortola, British Virgin Islands VG1110.
25.	Woodbury Capital	Woodbury Capital Management Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
26.	ABC International	DYNAMIC MOVE INVESTMENTS LIMITED a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands.

Schedule V

27.	Jade Orchid	Jade Orchid Limited a company incorporated in the British Virgin Islands whose registered office is at Woodbourne Hall, Road Town, Tortola, British Virgin Islands.
28.	Rose World	Rose World Capital Limited a company incorporated in the British Virgin Islands whose registered office is at Intershore Chambers, Road Town, Tortola, British Virgin Islands.
29.	North Land	North Land Global Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
30.	Zhang Ning	Ning Zhang an individual whose address is at ******

Schedule V

SCHEDULE VI

Series A-16 Investors

No	Series A-16 Investor     Short Name	Series A-16 Investor Full Name and Registered Office
1.	Sequoia Capital	SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P.a partnership incorporated in the Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P. a partnership incorporated in the Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands SCEP MASTER FUND a company incorporated in the Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104
2.	Permira	Permira PGO1 SPV Limited a limited liability company incorporated in Guernsey whose registered office is at First Floor, Albert House, South Esplanade, St Peter Port, Guernsey, GY1 1AJ
3.	SVF	SVF Truck (Singapore) Pte. Ltd. a company incorporated in Singapore whose registered office is at 138 Market Street #27-01A, Capitagreen, Singapore 048946.
4.	Fidelity	Fidelity China Special Situations PLC a closed-ended investment company incorporated in England and Wales, whose registered office is at Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RT, United Kingdom. (CSSIT) Fidelity Investment Funds an open-ended investment company incorporated in England and Wales, whose registered office is at Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RT, United Kingdom. (CHCF & ASOP) Fidelity Funds an open-ended investment company incorporated in Luxembourg, whose registered office is at 2a, Rue Albert Borschette, BP 2174, L-1021 Luxembourg. (F/CHC & F/AXJ)

Schedule VI

		Quilter Investors OEIC an open-ended investment company incorporated as an investment company with variable capital whose registered office is Senator House, 85 Queen Victoria Street, London EC4V 4AB (QUILA) ERI-BayernInvest-Fonds Aktien Asien a fund established in Germany (ERIA7)
5.	Xiang He	Xiang He Fund II, L.P. a partnership incorporated in Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Xiang He Fund Gamma, L.P. a partnership incorporated in Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
6.	Hillhouse	Hillhouse TRK-III Holdings Limited a company incorporated in the Cayman Islands whose registered office is at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
7.	All-Stars	All-Stars PEIISP IV Limited a company incorporated in British Virgin Islands whose registered office is at Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, Tortola, VG1110 British Virgin Islands.
8.	Lightspeed	Lightspeed Opportunity Fund, L.P. a partnership incorporated in Cayman Islands whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
9.	Baillie Gifford	Scottish Mortgage Investment Trust plc a company incorporated in the United Kingdom whose registered office is at Carlton Square, 1 Greenside Row, Edinburgh EH1 3AN, United Kingdom
10.	Yunfeng	Racing Sports Limited a company incorporated in British Virgin Islands whose registered office is at Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands
11.	CMC	CMC Scania II Limited a company limited by shares incorporated in the Cayman Islands, whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
12.	GGV	GGV VII Investments Pte. Ltd. a company incorporated under the laws of Singapore, with registration number 201924837H and having its registered office at 12 Marina Boulevard #31-01A, Marina Bay Financial Centre Singapore, 018982 GGV VII Plus Investments Pte. Ltd. a company incorporated under the laws of Singapore, with registration number 201942052G and having its registered office at 12 Marina Boulevard #31-01A, Marina Bay Financial Centre Singapore, 018982 GGV (FT) LLC a Cayman Islands limited liability company, having its registered office at International Corporation Services Ltd, PO Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town KY1-1106, Grand Cayman, Cayman Islands
13.	Tencent	Morespark Limited, a company incorporated in Hong Kong whose registered office is at 29/F, Three Pacific Place, 1 Queen’s Road East Wanchai, Hong Kong

Schedule VI

SCHEDULE VII

Other Ordinary Shareholders

NO.	Other Ordinary Shareholder Short Name	Other Ordinary Shareholder Full Name and Registered Office
3.	Master Quality	Master Quality Group Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
4.	Geng Xiaofang	Geng XF Holdings Limited a company incorporated in the British Virgin Islands whose registered office is at Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands
5.	Clouse S.A.	Clouse S.A. acting for the account of its compartment 27 whose address is at 5, Heienhaff, L-1736 Senningerberg Luxembourg
6.	Star Beauty	Star Beauty Global Limited a company incorporated in the British Virgin Islands whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
7.	PESP	PESP VIII Limited a company incorporated in the British Virgin Islands whose registered office is at Intertrust Corporate Services (BVI) Limited, Ritter House, Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands

Schedule VII

EXHIBIT A

CAPITALIZATION TABLE

Shareholders	Number of Shares		Percentage (%)
Ordinary Shares1
Dai WJ Holdings Limited		231,833,086		1.1941	%
Liu XF Holdings Limited		510,242,069		2.6282	%
Tang TG Holdings Limited		454,330,991		2.3402	%
Luo P Holdings Limited		46,244,569		0.2382	%
Great Oak Trading LTD.		174,525,708		0.8990	%
DWJ Partners Limited		40,805,708		0.2102	%
Full Load Logistics Information Co. Ltd		963,610,653		4.9634	%
GENG XF Holdings Limited		197,571,204		1.0177	%
Star Beauty Global Limited		15,669,069		0.0807	%
CLOUSE S.A. ACTING FOR THE ACCOUNT OF ITS COMPARTMENT 27		25,110,510		0.1293	%
PESP VIII Limited		47,871,467		0.2466	%
Master Quality Group Limited (Exercised Options)		1,017,523,059		5.2411	%
ESOP		1,525,679,641		7.8585	%
Subtotal		5,251,017,734		27.0471	%
Preferred Shares
Full Load Logistics Information Co. Ltd		2,721,822		0.0140	%
Truck Work Logistics Information Co. Ltd		736,177,535		3.7919	%
Super Trolley Investment Limited		29,784,582		0.1534	%
Super Mini Investment Limited		44,676,873		0.2301	%
Super Kar Investment Limited		59,569,164		0.3068	%
Super Van Investment Limited		74,461,455		0.3835	%
Super Truck Investment Limited		89,353,747		0.4602	%
Morespark Limited		516,716,062		2.6615	%
Tencent Mobility Limited		197,291,527		1.0162	%
Eastern Bell V Investment Limited (incl. warrants)2		398,320,358		2.0517	%
Eastern Bell International II Limited		54,436,441		0.2804	%
Hillhouse TCA TRK Holdings Limited (warrants)3		319,845,572		1.6475	%
Hillhouse TRK-III Holdings Limited		88,715,406		0.4570	%
Genesis Capital I LP		447,207,152		2.3035	%
All-Stars SP VI Limited		586,444,190		3.0207	%

¹  Among those Shareholders that hold Ordinary Shares, Full Load Logistics Information Co. Ltd holds Class B Ordinary Shares and the other Shareholders hold Class A Ordinary Shares.

²  According to the Minutes of an Extraordinary General Meeting of the Company held on July 8, 2020, the Company issued to Eastern Bell V Investment Limited a Warrant to Purchase Preferred Shares of the Company dated July 16, 2020, pursuant to which Eastern Bell V Investment Limited is entitle to purchase 341,774,251 Series A-1 Preferred Shares and 17,989,023 Series A-2 Preferred Shares in accordance with the terms and conditions of such Warrant.

³  According to the Minutes of an Extraordinary General Meeting of the Company held on July 8, 2020, the Company issued to Hillhouse TCA TRK Holdings Limited a Warrant to Purchase Preferred Shares of the Company dated July 16, 2020, pursuant to which Hillhouse TCA TRK Holdings Limited is entitle to purchase 303,852,591 Series A-1 Preferred Shares and 15,992,981 Series A-2 Preferred Shares in accordance with the terms and conditions of such Warrant.

Exhibit A

All-Stars SP VIII Limited	68,045,551	0.3505	%
All-Stars PESP II Limited	234,187,034	1.2063	%
Teng Yue Partners Master Fund, LP	270,350,535	1.3925	%
Teng Yue Partners RDLT, LP	26,096,616	0.1344	%
TYP Holdings, LLC	43,620,710	0.2247	%
International Finance Corporation	93,472,356	0.4815	%
IFC CATALYST FUND, LP	74,256,946	0.3825	%
IFC GLOBAL EMERGING MARKETS FUND OF FUNDS, LP	59,646,946	0.3072	%
BAIDU CAPITAL L.P.	248,776,324	1.2814	%
TECHGIANT Limited	31,157,404	0.1605	%
Lightspeed China Partners I, L.P.	579,761,961	2.9863	%
Lightspeed China Partners I-A, L.P.	79,283,132	0.4084	%
LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.	54,436,441	0.2804	%
SCC Venture V Holdco I, Ltd.	566,842,635	2.9197	%
SCC GROWTH IV 2018-H, L.P.	163,309,322	0.8412	%
Sunshine Logistics Investment Limited	274,229,890	1.4125	%
Capital Champion Holdings Limited	211,350,985	1.0886	%
Fortune Nice International Limited	3,115,746	0.0160	%
Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership)	64,446,468	0.3320	%
Xiang He Fund I, L.P.	169,573,670	0.8734	%
GGV Capital VI L.P.	123,229,544	0.6347	%
GGV Capital VI Entrepreneurs Fund L.P.	5,311,619	0.0274	%
CMC Scania Holdings Limited	249,759,201	1.2865	%
Internet Fund IV Pte. Ltd.	229,334,153	1.1813	%
GC GEM Co-Investment Limited	20,703,369	0.1066	%
SVF Truck (Singapore) Pte. Ltd.	3,923,149,210	20.2075	%
Kite Holdings, LLC	231,354,872	1.1917	%
CapitalG LP	81,654,661	0.4206	%
Scottish Mortgage Investment Trust plc	81,654,661	0.4206	%
Jade Orchid Limited	95,263,771	0.4907	%
Rose World Capital Limited	19,052,754	0.0981	%
North Land Global Limited	13,609,110	0.0701	%
Best Will Project Company Limited	10,887,288	0.0561	%
Woodbury Capital Management Limited	8,165,466	0.0421	%
WF ASIAN RECONNAISSANCE FUND LIMITED	54,436,441	0.2804	%
DYNAMIC MOVE INVESTMENTS LIMITED	13,609,110	0.0701	%
GSR VENTURES VI (SINGAPORE) PTE. LTD.	27,218,220	0.1402	%
China Internet Investment Fund (Limited Partnership)	326,618,643	1.6824	%
Shanghai Shengjia Xinlue Investment Center LLP	27,218,220	0.1402	%
Propitious Morningstar Limited	326,618,643	1.6824	%
Guiyang Venture Capital Co., Ltd.	186,944,757	0.9629	%
Tyrus-DA Global Sharing Economy No. 2	47,469,665	0.2445	%
Artist Growth Opportunity Fund I LP	45,876,538	0.2363	%
Artist Growth Opportunity I LP	154,762,251	0.7972	%
Zhang Ning	27,218,220	0.1402	%
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P.	261,158,083	1.3452	%

Exhibit A

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P.	261,158,084	1.3452	%
Permira PGO1 SPV Limited	261,158,084	1.3452	%
Fidelity China Special Situations PLC	27,856,862	0.1435	%
Fidelity Investment Funds	15,891,724	0.0819	%
Fidelity Funds	37,862,628	0.1950	%
Quilter Investors OEIC	3,648,073	0.0188	%
ERI-BayernInvest-Fonds Aktien Asien	1,793,408	0.0092	%
Subtotal	14,163,329,891	72.9529	%
Total	19,414,347,625	100.000	%

Exhibit A

EXHIBIT B

CONTACT INFORMATION OF THE PARTIES

Parties	Attention	Contact Address	Tel	Email
Group	Simon Cai	1717 Tianshan Road, Tianshan SOHO, T2 Building, 16th floor, Changning District, Shanghai, PRC	******	******@amh-group.com/ ******@amh-group.com
ZHANG Hui/Full Load Logistics Information Co. Ltd	Zhang Hui	*****	******	******@qq.com
DAI Wenjian/Dai WJ Holdings Limited	DAI Wenjian	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	******	******@56qq.com
LUO Peng/Luo P Holdings Limited	LUO Peng	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	******	******@56qq.com
TANG Tianguang/Tang TG Holdings Limited	TANG Tianguang	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	******	******@56qq.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
LIU Xianfu/Liu XF Holdings Limited	LIU Xianfu	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	******	******@56qq.com
DAI Yun/Great Oak Trading Ltd.	Richard ZHANG	Room 601, 6/F, Block 3, Lingkong SOHO 968 Jinzhong Road, Changning, Shanghai, PRC	******	******@qq.com
GENG Xiaofang/Geng XF Holdings Limited	Geng Xiaofang	中国四川成都市锦江区华润路158号翡翠城四期 2栋3单元603	******	******@qq.com
DWJ Partners Limited	DAI Wenjian	5/F, E5-1, Tianfu Software Park, High Tech District, Chengdu, Sichuan, PRC	******	******@56qq.com
Tencent Mobility Limited	Compliance and Transactions Department Mergers and Acquisitions Department	c/o Tencent Holdings Limited Level 29, Three Pacific Place 1 Queen’s Road East Wanchai, Hong Kong with a copy to: Tencent Building, Keji Zhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen 518057, PRC	******	******@tencent.com ******@tencent.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
Morespark Limited	Compliance and Transactions Department Mergers and Acquisitions Department	c/o Tencent Holdings Limited Level 29, Three Pacific Place 1 Queen’s Road East Wanchai, Hong Kong with a copy to: Tencent Building, Keji Zhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen 518057, PRC	******	******@tencent.com ******@tencent.com
Eastern Bell International II Limited	Huang Xun (黄恂)	7C, East Hope Plaza, No.1777 Century Avenue, Pudong, Shanghai, PRC	******	******@ebvc.com.cn
Eastern Bell V Investment Limited	Huang Xun (黄恂)	7C, East Hope Plaza, No.1777 Century Avenue, Pudong, Shanghai, PRC	******	******@ebvc.com.cn
Genesis Capital I LP,	Ryan Szeto	Room 1517, 15/F, 100 Queen’s Road Central Central, Hong Kong SAR	******	******@gcfunds.com
All-Stars PESP II Limited	Weidong Ji	Suite 2103 Two Exchange Square, Central, Hong Kong.	******	******@allstarsinvestment.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
All-Stars SP VIII Limited	Weidong Ji	Suite 2103 Two Exchange Square, Central, Hong Kong.	******	******@allstarsinvestment.com
All-Stars SP VI Limited	Weidong Ji	Suite 2103, 21/F, Two Exchange Square, Central, Hong Kong	******	******@allstarsinvestment.com
International Finance Corporation	Global Head, IFC Venture Capital	International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America	******	******
TYP Holdings, LLC	Tao Li	650 Fifth Avenue, Suite 3301 New York, NY 10019	******	******@tengyuepartners.com
Teng Yue Partners Master Fund, LP	Tao Li	650 Fifth Avenue, Suite 3301 New York, NY 10019	******	******@tengyuepartners.com
Teng Yue Partners RDLT, LP	Tao Li	650 Fifth Avenue, Suite 3301 New York, NY 10019	******	******@tengyuepartners.com
IFC Catalyst Fund, LP	Fund Head, IFC Catalyst Fund, LP	IFC Asset Management Company, 2121 Pennsylvania Avenue NW, Washington D.C. 20433, United States of America	******	******@ifc.org ******@ifc.org

Exhibit B

Parties	Attention	Contact Address	Tel	Email
IFC Global Emerging Markets Fund of Funds, LP	Fund Head, IFC Global Emerging Markets Fund of Funds, LP	IFC Asset Management Company, 2121 Pennsylvania Avenue NW, Washington D.C. 20433, United States of America	******	******@ifc.org ******@ifc.org
GC GEM Co-investment Limited	Head, Fund of Funds with a copy to: Ryan Szeto	2121 Pennsylvania Avenue NW, Washington D.C. 20433 with a copy to: c/o Mourant Ozannes Corporate Services (Cayman) Ltd, 94 Solaris Avenue, Camana Bay, PO Box 1348, Grand Cayman KY1-1108	******	******@ifc.org ******@ifc.org ******@gcfunds.com
Hillhouse TCA TRK Holdings Limited	Liming Huang	北京市朝阳区新源南路3号平安国际金融中心B座27层 Floor 27, Building B, PingAn International Financial Center, Chaoyang, Beijing 100027, PRC	******	******@hillhousecap.com ******@hillhousecap.com
Hillhouse TRK-III Holdings Limited	Liming Huang	北京市朝阳区新源南路3号平安国际金融中心B座27层 Floor 27, Building B, PingAn International Financial Center, Chaoyang, Beijing 100027, PRC	******	******@hillhousecap.com ******@hillhousecap.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
Techgiant Limited	Jackson Junjie He	Unit 8205B, Level 82, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong	******	******@hkranklink.com
Baidu Capital L.P.	武文洁 Wenjie Wu	Room 2705, Block A, Fuxing SOHO plaza, No. 388 Madang Road, Huangpu District, Shanghai, 200025, China.	******	******@baiducapital.com
Truck Work Logistics Information Co. Ltd	王刚	浙江省杭州市余杭区万科良渚文化村郡西别墅礼庭15 号	******	******@qq.com ******@qq.com
LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.	Christopher Schaepe	2200 Sand Hill Road, Suite 100, Menlo Park, CA 94025 USA	******	******@lsvp.com
Lightspeed China Partners I, L.P.	Lightspeed China Partners (光速中国创业投资有限公司)	No.2105, Floor 21, Xinmao Mansion, No.233 Taicang Road, Shanghai (上海市太仓路233号新茂大厦21层2105室)	******
Lightspeed China Partners I-A, L.P.	Lightspeed China Partners (光速中国创业投资有限公司)	No.2105, Floor 21, Xinmao Mansion, No.233 Taicang Road, Shanghai (上海市太仓路233号新茂大厦21层2105室)	******

Exhibit B

Parties	Attention	Contact Address	Tel	Email
SCC GROWTH IV 2018-H, L.P.	Eva Ip	Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands c/o Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong	******	******@sequoicap.com
SCC Venture V Holdco I, Ltd.	Eva Ip	Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands c/o Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong	******	******@sequoicap.com
Capital Champion Holdings Limited	李秀涛 Li Xiutao	Mansion No.2,Ocean Crown,Plot No.3,Wangjing East Park,Chaoyang District,Beijing,China	******	******@hxcentury.com
Xiang He Fund I, L.P.	Hesong Tang	PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands	******/******	******@xianghecap.com
GGV Capital VI L.P.	Stephen Hyndman, (With a copy to Jixun Foo)	3000 Sand Hill Road, Building 4, Suite 230, Menlo Park, CA 94025 (With a copy to Unit 3501, IFC II, 8 Century Avenue, Pudong District, Shanghai 200120, P.R.C.)	******, (With a copy to ******)	Email: ******@ggvc.com (With a copy to ******@ggvc.com)

Exhibit B

Parties	Attention	Contact Address	Tel	Email
GGV Capital VI Entrepreneurs Fund L.P.	Stephen Hyndman, (With a copy to Jixun Foo)	3000 Sand Hill Road, Building 4, Suite 230, Menlo Park, CA 94025 (With a copy to Unit 3501, IFC II, 8 Century Avenue, Pudong District, Shanghai 200120, P.R.C.)	******, (With a copy to ******)	Email: ******@ggvc.com (With a copy to ******@ggvc.com)
CMC Scania Holdings Limited	Han Gao, Legal Director (With a copy to: Alex Chen, Partner; Wei Choy Lee, Partner With a copy to (which shall not constitute notice): William Fong, Partner)	Suite 302, 3/F, Cheung Kong Centre, No. 2 Queen’s Road Central, Hong Kong (With a copy to: 13/F, South Tower, Beijing Kerry Center, No.1 Guang Hua Road, Chaoyang District, Beijing 100020 With a copy to (which shall not constitute notice): 9th Floor, Central Tower, 28 Queen’s Road Central, Hong Kong)	****** (With a copy to: ****** With a copy to (which shall not constitute notice): ******)	******@cmccap.com (With a copy to: ******@cmccap.com; ******@cmccap.com With a copy to (which shall not constitute notice): ******@whitecase.com)
Sunshine Logistics Investment Limited	Huang Xin	Suite 3501 K Wah Centre, 1010 Huaihai Road (M), Shanghai	******	******
Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership)	Li Bo (李勃)	7/F Ai De Business Centre, No. 16 Da Jian Yin Lane, Gulou District, Nanjing, PRC (中国南京市鼓楼区大锏银巷16号爱德商务中心七楼 )	******	******@vip.sina.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
Internet Fund IV Pte. Ltd.	Giri Mudeliar; Steven Boyd; Edward Lei	8 Temasek Boulevard #32-02, Suntec Tower Three, Singapore (038988)	******	******@tigerglobal.com; ******@tigerglobal.com; ******@tigerglobal.com
SVF Truck (Singapore) Pte. Ltd.	Legal Team	138 Market Street #27-01A, Capitagreen, Singapore 048946	******	******@softbank.com
Propitious Morningstar Limited	Ren Xuefeng（任雪峰）	北京市海淀区阜成路73号裕惠大厦A座606	******	******@chinareformfund.com.cn
China Internet Investment Fund (Limited Partnership) (中国互联网投资基金（有限合伙）)	陈通	北京市西城区莲花池东路16号 天宁一号产业园20号楼 中国互联网投资基金	******	******@ciifund.cn
Kite Holdings, LLC	Colby Clark, Oise Akhigbe	Farallon Capital Management, L.L.C. One Maritime Plaza, Suite 2100 San Francisco, CA 94111 USA Attn: Operations	******	******@faralloncapital.com ******@faralloncapital.com ******@faralloncapital.com
CapitalG LP	Jeremiah Gordon	1600 Amphitheatre Parkway, Mountain View, California 94043	******	******@capitalg.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
Scottish Mortgage Investment Trust plc	Linda Lin Peter Singlehurst Keith Borrows Christopher Smith Eilidh Gillanders	c/o Baillie Gifford & Co, 1 Greenside Row, Edinburgh EH1 3AN, United Kingdom	******	******@bailliegifford.com ******@bailliegifford.com ******@bailliegifford.com ******@bailliegifford.com ******@bailliegifford.com
WF ASIAN RECONNAISSANCE FUND LIMITED	Vineet Mitera, Graham Ernst, Marcus Ng, Anubhav Kaul, Sihan Chen	c/o Ward Ferry Management Limited, 2608, 26th Floor, Two Exchange Square Central, Hong Kong	******	******@wardferry.com; ******@wardferry.com; ******@wardferry.com; ******@wardferry.com
DYNAMIC MOVE INVESTMENTS LIMITED	LIU Qianqian	Taikang International Tower Podium Building, No. 4 Wudinghou Street, Xicheng District, Beijing, China	******	******@abci.net.cn
GSR VENTURES VI (SINGAPORE) PTE. LTD.	Allen Zhu, Hweiying Leong, Siting Han	245 Lytton Avenue, Suite 350,Palo Alto, CA 94301, USA	******	******@gsrventures.cn, ******@gsrventures.com, ******@gsrventures.cn
Shanghai Shengjia Xinlue Investment Center LLP(上海盛嘉欣略投资中心（有限合伙）)	Zhenni Li	Unit 701, East Tower, World Financial Center, 1 Dong San Huan Middle Road, Chaoyang District, Beijing, China P.R.	******	******@riverheadcapital.cn

Exhibit B

Parties	Attention	Contact Address	Tel	Email
Best Will Project Company Limited	Wendy Wong	1111, 11/F, New World Tower I, 18 Queens Road Central, Hong Kong	******	******@nwd.com.hk ******@nwd.com.hk
Woodbury Capital Management Limited	Cherie Chuck	34/F, New World Tower 1, Queen’s Road Central, Hong Kong	******	******@nwd.com.hk
Jade Orchid Limited	Jiang Chao(江超)	浙江省杭州市西湖区文二西路683号西溪创意产业园 D幢	******	******@aliyun.com
Rose World Capital Limited	Akuei SHIH	FLT D 1/F BLK 7 PARC VERSAILLES, 8 MUI SHUE HANG RD, SHUI WAI, TAI PO NT, HONG KONG	******	******@racapital.cn
North Land Global Limited	Carmen Ho / Alice Yap	10 Toh Guan Road #04-11 (Level 4B) DBS Asia Gateway Singapore 608838	******	******@dbs.com, ******@dbs.com
Super Trolley Investment Limited/ Super Mini Investment Limited/ Super Kar Investment Limited/ Super Van Investment Limited/ Super Truck Investment Limited	王刚	浙江省杭州市余杭区万科良渚文化村郡西别墅礼庭15 号	******	******@qq.com ******@qq.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
Guiyang Venture Capital Co., Ltd.(贵阳市创业投资有限公司)	朱科	10th Floor B Tower China Aluminum Sci&Tech Building, No.2 JingZhu Road, GuanShanhu District, Guiyang City, GuiZhou Province, China	******	******@gyiig.com
Tyrus-DA Global Sharing Economy No.2	1. Danny Song 2. Boxing Wang	1. 2nd Floor, 39 Teheran-ro 87-gil, Gangnam-gu, Seoul, South Korea 06166 2. Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands	1.****** 2.******	1. ******@tyrusholdings.com 2. ******@duocapital.co
Artist Growth Opportunity Fund I LP, Artist Growth Opportunity I LP	Denise Sadowski	20 West 55th Street, 11th Floor, New York, NY 10019	******	******@artistcapital.com
Clouse S.A. acting for the account of its compartment 27	The Directors	5, Heienhaff, L-1736 Senningerberg Luxembourg	******	******@sannegroup.com
Star Beauty Global Limited	Wong Man Chai	23 Floor Star River Hotel, No. 1 Panyu Road North, Panyu District, Guangzhou 511430, China	******	******@star-river.com
Fortune Nice International Limited	Huang Xiao Fang	Room 1401, Building 6, Xinghewan Garden, Panyu Avenue, Panyu District, Guangzhou, Guangdong Province	******	******@qq.com

Exhibit B

Parties	Attention	Contact Address	Tel	Email
Ning Zhang	Fan Zhengmei	Flat D 1/F Blk 7, Parc Versailles, 8 Mui Shu Hang Road, Tai Po, New Territories, Hong Kong	******	******@rachem.com
PESP VIII Limited	Weidong Ji	Suite 2103 Two Exchange Square, Central, Hong Kong	******	******@allstarsinvestment.com
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P.	Finance Department	2800 Sand Hill Road, Suite 101, Menlo Park, CA 94205, U.S.A.	******	******@sequoiacap.com
SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P.	Finance Department	2800 Sand Hill Road, Suite 101, Menlo Park, CA 94205, U.S.A.	******	******@sequoiacap.com
Permira PGO1 SPV Limited	The Directors	C/O AlterDomus, First Floor, Albert House, South Esplanade, St. Peter Port, Guernsey. GY1 1AJ	******	******@alterdomus.com ******@permira.com ******@permira.com ******@permira.com
Fidelity China Special Situations PLC; Fidelity Investment Funds; Fidelity Funds; Quilter Investors OEIC; ERI-BayernInvest-Fonds Aktien Asien	FIL Investment Legal	21/F, Two Pacific Place, 88 Queensway, Admiralty, Hong Kong	******	******@fil.com
Xiang He Fund II, L.P.	Hesong Tang	1611, South Block, Tower C, Raycom Infotech Park, No. 2 Kexueyuan South Road, Zhongguancun, Haidian District, Beijing	******	******@xianghecap.com
Xiang He Fund Gamma, L.P.	Hesong Tang	1611, South Block, Tower C, Raycom Infotech Park, No. 2 Kexueyuan South Road, Zhongguancun, Haidian District, Beijing	******	******@xianghecap.com
Lightspeed Opportunity Fund, L.P.	Legal Team	2200 Sand Hill Road Menlo Park, California 94025 United States of America	******	******@lsvp.com
Racing Sports Limited	Huang Xin	Suite 3501 K Wah Centre, 1010 Huaihai Road (M), Shanghai	******	/
All-Stars PEIISP IV Limited	Weidong Ji	Suite 2103 Two Exchange Square, Central, Hong Kong	******	******@allstarsinvestment.com
SCEP MASTER FUND	Henry SHEN	Suite 3619, Two Pacific Place, 88 Queensway, Hong Kong	******	******@sequoiacap.com
CMC Scania II Limited	Han Gao, Legal Director (With a copy to: Alex Chen, Partner; Wei Choy Lee, Partner With a copy to (which shall not constitute notice): William Fong, Partner)	Suite 302, 3/F, Cheung Kong Centre, No. 2 Queen’s Road Central, Hong Kong (With a copy to: 13/F, South Tower, Beijing Kerry Center, No.1 Guang Hua Road, Chaoyang District, Beijing 100020 With a copy to (which shall not constitute notice): 9th Floor, Central Tower, 28 Queen’s Road Central, Hong Kong)	****** (With a copy to: ****** With a copy to (which shall not constitute notice): ******	******@cmccap.com (With a copy to: ******@cmccap.com; ******@cmccap.com With a copy to (which shall not constitute notice): ******@whitecase.com)
GGV VII Investments Pte. Ltd. GGV VII Plus Investments Pte. Ltd. GGV (FT) LLC	Jixun Foo (With a copy to Stephen Hyndman)	Unit 3501, IFC II, 8 Century Avenue, Pudong District, Shanghai 200120, P.R.C. (With a copy to 3000 Sand Hill Road, Building 4, Suite 230, Menlo Park, CA 94025)	****** (With a copy to ******)	Email: ******@ggvc.com (With a copy to ******@ggvc.com)

Exhibit B

EXHIBIT C

COMPETITOR LIST

1.     天地汇（上海天地汇供应链管理有限公司）

2.     骡迹智慧物流（北京运科网络科技有限公司）

3.     传化物流（传化集团有限公司）

4.     林安物流（广东林安集团）

5.    G7 货运人（北京汇通天下物联科技有限公司）

6.     好多车（深圳市易流车联信息技术有限公司）

7.     管车宝（合肥维天运通信息科技股份有限公司）

8.     福佑（南京福佑在线电子商务有限公司）

Exhibit C

EXHIBIT D

DEED OF ADHERENCE

This Deed of Adherence (“Deed of Adherence”) is executed by the undersigned (the “Transferee”) pursuant to the terms of that certain Fifth Amended and Restated Shareholders’ Agreement dated as of September 10, 2019 (the “Agreement”) by and among Full Truck Alliance Co. Ltd., a Cayman Islands exempted company (the “Company”), certain of its shareholders and certain other parties named thereto, and in consideration of the Shares acquired by the Transferee thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Deed of Adherence, the Transferee agrees as follows:

1.    Acknowledgment. Transferee acknowledges that Transferee is acquiring [number] [Series A Preferred/Ordinary] Shares of the Company (the “Shares”) from [name of transferor] (the “Transferor”), subject to the terms and conditions of the Agreement.

2.    Agreement. Immediately upon transfer of the Shares, Transferee (i) agrees that the Shares acquired by Transferee shall be bound by and subject to the terms of the Agreement applicable to [the Transferor][it], and (ii) hereby adopts the Agreement with the same force and effect as if Transferee were originally [an holder of Ordinary Shares thereunder (if transferor is an Ordinary Shareholder)]/[an Investor thereunder (if transferor is an Investor)].

3.    Notice. Any notice required or permitted by the Agreement shall be given to Transferee at the address listed as below.

Attn:

Address:

Tel:

Email:

4.    Governing Law. This Deed of Adherence shall be governed in all respects by the laws of the Hong Kong Special Administrative Region without regard to conflicts of law principles.

Exhibit D

IN WITNESS WHEREOF, the undersigned has caused this Deed of Adherence to be duly executed and delivered as of the date first written above.

SIGNED as a DEED by	)
By	)
in the presence of:	)

Name:
	[Name of witness]
Address:

Exhibit D

EXHIBIT E

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practice”, “Fraudulent Practice”, “Coercive Practice”, “Collusive Practice” and “Obstructive Practice” in the context of IFC operations.

1.    Corrupt Practices

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

Interpretation

A.    Corrupt practices are understood as kickbacks and bribery. The conduct in question must involve the use of improper means (such as bribery) to violate or derogate a duty owed by the recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust, securities and other violations of law that are not of this nature are excluded from the definition of corrupt practices.

B.    It is acknowledged that foreign investment agreements, concessions and other types of contracts commonly require investors to make contributions for bona fide social development purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors are often required or expected to make contributions to bona fide local charities. These practices are not viewed as Corrupt Practices for purposes of these definitions, so long as they are permitted under local law and fully disclosed in the payor’s books and records. Similarly, an investor will not be held liable for corrupt or fraudulent practices committed by entities that administer bona fide social development funds or charitable contributions.

C.    In the context of conduct between private parties, the offering, giving, receiving or soliciting of corporate hospitality and gifts that are customary by internationally-accepted industry standards shall not constitute corrupt practices unless the action violates applicable law.

D.    Payment by private sector persons of the reasonable travel and entertainment expenses of public officials that are consistent with existing practice under relevant law and international conventions will not be viewed as Corrupt Practices.

E.    The World Bank Group does not condone facilitation payments. For the purposes of implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will take into account relevant law and international conventions pertaining to corruption.

2.    Fraudulent Practices

A “Fraudulent Practice” is any action or omission, including a misrepresentation that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

Exhibit E

Interpretation

A.    An action, omission, or misrepresentation will be regarded as made recklessly if it is made with reckless indifference as to whether it is true or false. Mere inaccuracy in such information, committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for purposes of this Agreement.

B.    Fraudulent Practices are intended to cover actions or omissions that are directed to or against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a World Bank Group member country in connection with the award or implementation of a government contract or concession in a project financed by the World Bank Group. Frauds on other third parties are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly, other illegal behaviour is not condoned, but will not be considered as a Fraudulent Practice for purposes of this Agreement.

3.    Coercive Practices

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

Interpretation

A.    Coercive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

B.    Coercive Practices are threatened or actual illegal actions such as personal injury or abduction, damage to property, or injury to legally recognizable interests, in order to obtain an undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the exercise of legal or contractual remedies or litigation.

4.    Collusive Practices

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

Interpretation

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

5.    Obstructive Practices

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) an act intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a corrupt, fraudulent, coercive or collusive practice.

Exhibit E

Interpretation

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

General Interpretation

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

Exhibit E

EXHIBIT F

MINIMUM INSURANCE REQUIREMENTS

1.    ONGOING AND FUTURE OPERATIONS

a) Property All Risks (including natural perils, and Strike, Riot & Civil Commotion), based on new replacement cost of assets

b) Public Liability with a minimum limit of US$250,000 any one occurrence

c) Professional Indemnity with a minimum limit of US$2,000,000 any one occurrence and in the annual aggregate

d) Crime/Fidelity Guarantee

The insurances a) through d) are to be provided to IFC within 45 days after the IFC Subscription.

e) Motor Contingent Third Party Liability, or comparable insurance coverage

f) Cyber First Party and Third Party

The need for insurances e) and f) as well as their availability at commercially reasonable terms and conditions is to be jointly reviewed by IFC and the Company within 12 months after the IFC Subscription.

2.    AT ALL TIMES

a) All insurances required by applicable laws and regulations.

Exhibit F

EXHIBIT G

DOTS INVESTMENT INDICATORS

	Brief outcome description	Indicator	Baseline and year	Target and Year (not to exceed 5)
Financial Performance	Returns to all capital providers	Annual ROIC (%)	N/A	Annual ROIC > Annual WACC
Economic Performance	Returns to society	Annual EROIC (%)	N/A	Annual EROIC > Annual WACC
	Taxes paid to government	Payment to government ($)	$30k in 2015	$24 mm in 2019
	Employees: job creation / employment	Direct employment (#)	2,000 in 2015	2,900 in 2019
	Employees: job creation / employment	Direct employment - Female (#)	450 in 2015	700 in 2019
Private Sector Development	MSME positively impacted	Registered Drivers (#)	915k in 2015	3.1 mm in 2019

Exhibit G

EXHIBIT H

SERIES A ORIGINAL PURCHASE PRICE

Class of Shares	Original Purchase Price (per share)
Series A-1 Preferred Shares	US$0.03386
Series A-2 Preferred Shares	US$0.09305
Series A-3 Preferred Shares	US$0.09305
Series A-4 Preferred Shares	US$0.16048
Series A-5 Preferred Shares	US$0.00008468
Series A-6 Preferred Shares	US$0.00580000
Series A-7 Preferred Shares	US$0.02610000
Series A-8 Preferred Shares	US$0.07650000
Series A-9 Preferred Shares	US$0.10860000
Series A-10 Preferred Shares	US$0.13206567
Series A-11 Preferred Shares	US$0.16015426
Series A-12 Preferred Shares	US$0.165883292
Series A-13 Preferred Shares	US$0.16048 plus a fraction, the numerator of which is the total interest accrued and paid under the Loan Agreement (as defined under the Subscription Agreement) and the denominator of which is 186,944,757
Series A-14 Preferred Shares	US$0.16048
Series A-15 Preferred Shares	US$0.36740095
Series A-16 Preferred Shares	US$0.57436476

Exhibit H

EXHIBIT I

DISCLOSED INVESTMENT PRIOR TO THE EFFECTIVE TIME

• LIU Xianfu

• 四川金桥物流有限公司

• 成都金桥国际物流有限公司

• 成都居家通物流有限公司

• 上海壹米滴答供应链管理有限公司

• 上海有常物流有限公司

• 重庆鼎润物流有限公司

• 唯捷（厦门）供应链管理有限公司

• 重庆市金桥货运有限责任公司

• 上海晶桥物流有限公司

• Baidu Capital

• 骡迹智慧物流（北京运科网络科技有限公司）

• Tencent

• G7 货运人（北京汇通天下物联科技有限公司）

• Eastern Bell

• G7 货运人（北京汇通天下物联科技有限公司）

• 福佑（南京福佑在线电子商务有限公司）

Exhibit I

Exhibit J

LIST OF RESTRICTED TRANSFEREES

The following entities and any Affiliate of the following entities:

1. Alibaba Group Holding Limited (阿里巴巴集团控股有限公司) (including Ant Financial Services Group (蚂蚁金融服务集团) and Cainiao Network Technology Co., Ltd. (菜鸟网络科技有限公司))

2. JD.com, Inc. (京东集团) (including JD Finance (北京京东金融科技控股有限公司) and JD Logistics)

3. Didi Chuxing Technology Co., Ltd. (滴滴出行科技有限公司)

4. China Internet Plus Group/Meituan-Dianping (新美大集团)

Exhibit J

EX-4.5

Exhibit 4.5

AMENDMENT NO. 1

TO

SHAREHOLDERS’ AGREEMENT

THIS AMENDMENT NO. 1 TO THE SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2021 by and among:

1. Full Truck Alliance Co. Ltd., an exempted company organized under the laws of the Cayman Islands with its registered office located at Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands (the “Company”);

2. Persons listed on Schedule I hereto who collectively constitute the Majority Ordinary Shareholders as defined in the Shareholders’ Agreement (as defined below);

3. Persons listed on Schedule II-1 hereto who collectively constitute the Majority Series A Preferred Shareholders as defined in the Shareholders’ Agreement (as defined below);

4. Persons listed on Schedule II-2 hereto who collectively own the majority of the Series A-15 Preferred Shares (the “Majority Series A-15 Preferred Shareholders”); and

5. Persons listed on Schedule II-3 hereto who collectively own the majority of the Series A-16 Preferred Shares (the “Majority Series A-16 Preferred Shareholders”).

RECITALS

WHEREAS the Company, holders of the Ordinary Shares, holders of the Preferred Shares, certain subsidiaries of the Company and certain individuals entered into the Fifth Amended and Restated Shareholders’ Agreement, dated as of November 17, 2020 (the “Shareholders’ Agreement”), in relation to the management of the Company and the relationship between the shareholders of the Company and other related parties.

WHEREAS the Company proposes to engage in a public offer (the “IPO”) and sale of American depositary shares representing the Company’s Class A Ordinary Shares, and pursuant to Section 16.4 of the Shareholders’ Agreement, the Majority Ordinary Shareholders on behalf of themselves and all holders of the Ordinary Shares, the Majority Series A Preferred Shareholders on behalf of themselves and all holders of the Series A Preferred Shares, the Majority Series A-15 Preferred Shareholders on behalf of themselves and all holders of the Series A-15 Preferred Shares, and the Majority Series A-16 Preferred Shareholders on behalf of themselves and all holders of the Series A-16 Preferred Shares are willing to enter into this Agreement on the terms and conditions set forth herein in connection with the IPO, which shall amend the Shareholders’ Agreement.

1

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. The following is hereby added as Section 7.5 of the Shareholders’ Agreement:

“Termination of Rights. The provisions under this Section 7 shall terminate upon the consummation of a Qualified IPO.”

2. The following is hereby added as Section 15.11(xii) of the Shareholders’ Agreement:

“This Section 15.11 shall terminate upon the date on which both AMC Funds (i) cease to be a registered shareholder holding any Ordinary Shares or Preferred Shares of the Company on the Company’s register of members or (ii) have notified the Company that they no longer beneficially own any Share of the Company, whichever is the earlier.”

3. From and after the date hereof, (i) all references in the Shareholders’ Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Shareholders’ Agreement shall mean the Shareholders’ Agreement as amended by this Agreement, (ii) all references in the other documents of the Company (including without limitation the memorandum and articles of association of the Company) to the Shareholders’ Agreement shall mean the Shareholders’ Agreement, as amended by this Agreement.

4. The parties hereto hereby ratify and confirm the Shareholders’ Agreement as modified hereby. Except as modified and amended by this Agreement, the Shareholders’ Agreement and the respective rights and obligations of the parties thereunder shall be and remain unmodified and in full force and effect.

5. This Agreement shall be governed by and construed under the laws of Hong Kong, without regard to principles of conflicts of law thereunder.

6. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use reasonable efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

7. This Agreement may be executed (including facsimile signature or emailed signature) in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

2

8. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof shall be resolved in accordance with the dispute resolution mechanism set out in Section 16.15 of the Shareholders’ Agreement.

9. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Shareholders’ Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

THE COMPANY:
Full Truck Alliance Co. Ltd.
By:	/s/ Hui Zhang
Name:	Hui Zhang
Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

DAI WJ HOLDINGS LIMITED
By:	/s/ Wenjian Dai
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

LIU XF HOLDINGS LIMITED
By:	/s/ Xianfu Liu
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TANG TG HOLDINGS LIMITED
By:	/s/ Tianguang Tang
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

LUO P HOLDINGS LIMITED
By:	/s/ Peng Luo
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GREAT OAK TRADING LTD.
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

DWJ PARTNERS LIMITED
By:	/s/ Wenjian Dai
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
MASTER QUALITY GROUP LIMITED
By:	/s/ SHAO Ya Ci CHEN You Rui
Name:	SHAO Ya Ci CHEN You Rui
Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GENG XF HOLDINGS LIMITED
By:	/s/ Xiaofang Geng
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
STAR BEAUTY GLOBAL LIMITED
By:	/s/ Wong Man Chai
Name:	Wong Man Chai
Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

CLOUSE S.A. ACTING FOR THE ACCOUNT OF ITS COMPARTMENT 27
By:	/s/ Sandra Bur            /s/ San-Marie Greeff
	Name:	Sandra Bur     San-Marie Greeff
	Title:	Director          Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

PESP VIII LIMITED
By:	/s/ Weidong (Richard) JI
	Name: Weidong (Richard) JI
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

AROMA TALENT LIMITED
By:	/s/ Wu Shang Tun Mason
	Name: Wu Shang Tun Mason
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

FULL LOAD LOGISTICS INFORMATION CO. LTD
By:	/s/ Hui Zhang
	Name: Hui Zhang
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

MORESPARK LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

HILLHOUSE TCA TRK HOLDINGS LIMITED
By:	/s/ Jennifer Neo
	Name: Jennifer Neo
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

HILLHOUSE TRK-III HOLDINGS LIMITED
By:	/s/ Jennifer Neo
	Name: Jennifer Neo
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SHANGHAI DINGBEI ENTERPRISE MANAGEMENT CONSULTING PARTNERSHIP (LIIMITED PARTNERSHIP)
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

REDVIEW CAPITAL INVESTMENT VI LIMITED
By:	/s/ Yang Yan
	Name: Yang Yan
	Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
Hero Fine Group Limited
By:	/s/ Kong Jian Min
Name: Title:	Kong Jian Min
	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

EASTERN BELL INTERNATIONAL XXIV LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year Fust above written.

VIOLET SPRINGS INTERNATIONAL LTD
By:	/s/ Chane Yunzhuan
	Name: Chane Yunzhuan
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders: Pantheon Access Co-Investment Program, L.P. – Series 140 By: Pantheon Access (US) GP, LLC, its general partner By: Pantheon Ventures Inc., its sole member
By:	/s/ Jeffrey Miller
Name:	Jeffrey Miller
Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
Pantheon Multi-Strategy Primary Program 2014, L.P. – Series 200
By: Pantheon Multi-Strategy Program 2014 US GP, LLC, its general partner
By: Pantheon Ventures Inc., its sole member
By:	/s/ Jeffrey Miller
Name:	Jeffrey Miller
Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
Pantheon International PLC
By: Pantheon Ventures (UK) LLP, its attorney-in-fact
By:	/s/ Erik Wong
Name:	Erik Wong
Title:	Partner

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GGV CAPITAL VI L.P. BY: GGV CAPITAL VI L.L.C., ITS GENERAL PARTNER
BY:	/s/ STEPHEN HYNDMAN
NAME:	STEPHEN HYNDMAN
TITLE:	ATTORNEY IN FACT

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GGV CAPITAL VI PLUS L.P. BY: GGV CAPITAL VI PLUS L.L.C., ITS GENERAL PARTNER
BY:	/s/ STEPHEN HYNDMAN
NAME:	STEPHEN HYNDMAN
TITLE:	ATTORNEY IN FACT

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GGV VII INVESTMENTS PTE. LTD.
By:	/s/ Stephen Hyndman
	Name: Stephen Hyndman
	Title: Attorney in Fact

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GGV Capital VI Entrepreneurs Fund L.P. By: GGV Capital VI Entrepreneurs Fund L.L.C., its General Partner
By:	/s/ Stephen Hyndman
Name:	Stephen Hyndman
Title:	Attorney in Fact

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GGV VII PLUS INVESTMENTS PTE. LTD.
By:	/s/ Stephen Hyndman
	Name: Stephen Hyndman
	Title: Attorney in Fact

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

FOR AND ON BEHALF OF GGV (FT) LLC
GGV VII Investments Pte. Ltd.
By:	/s/ Stephen Hyndman
	Name: Stephen Hyndman Title: Attorney in Fact
GGV VII Plus Investments Pte. Ltd.
By:	/s/ Stephen Hyndman
	Name: Stephen Hyndman Title: Attorney in Fact

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GENESIS CAPITAL ILP
By:	/s/ Ryan Szeto
	Name: Ryan Szeto
	Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SUN DRAGON LIMITED
By:	/s/ Hing Bong Humbert PANG
	Name: Hing Bong Humbert PANG
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TENCENT MOBILITY LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ALL-STARS SP VI LIMITED
By:	/s/ Weidong (Richard) JI
	Name: Weidong (Richard) JI
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TENG YUE PARTNERS MASTER FUND, LP
By:	/s/ Tao Li
	Name: Tao Li
	Title: General Partner

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TENG YUE PARTNERS RDLT, LP
By:	/s/ Tao Li
	Name: Tao Li
	Title: General Partner

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TYP HOLDINGS, LLC
By:	/s/ Tao Li
	Name: Tao Li
	Title: Managing Member

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

BAIDU CAPITAL L.P.
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

MARBLE INVESTMENT COMPANY LIMITED
By:	/s/ Yi CHEN
	Name: Yi CHEN
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TECHGIANT LIMITED
By:	/s/ Melissa Ma
	Name: Melissa Ma
	Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ALL-STARS PESP II LIMITED
By:	/s/ Weidong (Richard) JI
	Name: Weidong (Richard) JI
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ALL-STARS SP VIII LIMITED
By:	/s/ Weidong (Richard) JI
	Name: Weidong (Richard) JI
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ALL-STARS PEIISP IV LIMITED
By:	/s/ Weidong (Richard) JI
	Name: Weidong (Richard) JI
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TRUCK WORK LOGISTICS INFORMATION CO., LTD
By:	/s/ Wang Gang
	Name: Wang Gang
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

LIGHTSPEED CHINA PARTNERS I, L.P.
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

LIGHTSPEED CHINA PARTNERS I-A, L.P.
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.
By:	Lightspeed General Partner Select II, L.P., its general partner
By:	Lightspeed Ultimate General Partner Select II, Ltd., its general partner
By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly authorized signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

LIGHTSPEED OPPORTUNITY FUND, L.P.
By:	Lightspeed General Partner Opportunity Fund, L.P., its general partner
By:	Lightspeed Ultimate General Partner Opportunity Fund, Ltd., its general partner
By:	/s/ Ravi Mhatre
	Name: Ravi Mhatre
	Title: Duly authorized signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SCC VENTURE V HOLDCO I, LTD.
By:	/s/ Ip Siu Wai Eva
	Name: Ip Siu Wai Eva
	Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SCC GROWTH IV 2018-H, L.P.
By:	/s/ Ip Siu Wai Eva
	Name: Ip Siu Wai Eva
	Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SUNSHINE LOGISTICS INVESTMENT LIMITED
By:	/s/ Xin Huang
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TYRUS-DA GLOBAL SHARING ECONOMY NO. 2
By:	/s/ Eun Ae Yoon
	Name: Eun Ae Yoon
	Title:   CEO

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

CAPITAL CHAMPION HOLDINGS LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

NANJING AI DE FU LUO NA INFORMATION TECHNOLOGY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)
By:	/s/ LiBo
	Name: LiBo
	Title: Representative Appointed by Executive Partner

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

XIANG HE FUND I, L.P.
BY ITS GENERAL PARTNER: XIANG HE PARTNERS I, L.P.
BY ITS GENERAL PARTNER: XIANG HE I GP, LTD
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

XIANG HE FUND II, L.P.
BY ITS GENERAL PARTNER: XIANG HE PARTNERS II, L.P.
BY ITS GENERAL PARTNER: XIANG HE II GP, LTD
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

XIANG HE FUND GAMMA, L.P.
BY ITS GENERAL PARTNER: XIANG HE PARTNERS I, L.P.
BY ITS GENERAL PARTNER: XIANG HE I GP, LTD
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

CMC SCANIA HOLDINGS LIMITED
By:	/s/ CHEN Xian
	Name: CHEN Xian Title: Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

CMC SCANIA II LIMITED
By:	/s/ CHEN Xian
	Name:	CHEN Xian
	Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
INTERNET FUND IV PTE. LTD.
By:	/s/ Venkatagiri Mudeliar
Name:	Venkatagiri Mudeliar
Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ARTIST GROWTH OPPORTUNITY FUND I LP
By:	/s/ Jonathan Sands
	Name:	Jonathan Sands
	Title:	CEO

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ARTIST GROWTH OPPORTUNITY I LP
By:	/s/ Jonathan Sands
	Name:	Jonathan Sands
	Title:	CEO

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GUIYANG VENTURE CAPITAL CO., LTD.
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

EASTERN BELL V INVESTMENT LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

EASTERN BELL INTERNATIONAL II LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

FORTUNE NICE INTERNATIONAL LIMITED
By:	/s/ Huang Xiao Fang
	Name:	Huang Xiao Fang
	Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SVF TRUCK (SINGAPORE) PTE. LTD.
By:	/s/ Martin O’Regan
	Name:	Martin O’Regan
	Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SVF II SAGE SUBCO (SINGAPORE) PTE. LTD.
	By:	/s/ Martin O’Regan
		Name:	Martin O’Regan
		Title:	Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

KITE HOLDINGS, LLC
By: Farallon Capital Management, L.L.C., its Manager
By:	/s/ William S. Seybold
	Name:	William S. Seybold
	Title:	Managing Member

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

CAPITALG LP
BY: CAPITALG GP LLC
ITS: GENERAL PARTNER
By:	/s/ Jeremiah Gordon
	Name:	Jeremiah Gordon
	Title:	General Counsel and Secretary

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SCOTTISH MORTGAGE INVESTMENT TRUST PLC, acting through its agent, Baillie Gifford & Co.
By:	/s/ Tom Slater
	Name: Tom Slater
	Title: Authorised Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SUPER TROLLEY INVESTMENT LIMITED
By:	/s/ Zhou Qiuyuan
	Name: Zhou Qiuyuan
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SUPER MINI INVESTMENT LIMITED
By:	/s/ Zhou Qiuyuan
	Name: Zhou Qiuyuan
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SUPER KAR INVESTMENT LIMITED
By:	/s/ Zhou Qiuyuan
	Name: Zhou Qiuyuan
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SUPER VAN INVESTMENT LIMITED
By:	/s/ Zhou Qiuyuan
	Name: Zhou Qiuyuan
	Title: Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SUPER TRUCK INVESTMENT LIMITED
By:	/s/ Zhou Qiuyuan
	Name: Zhou Qiuyuan
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

ROSE WORLD CAPITAL LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
NORTH LAND GLOBAL LIMITED
By:
Name:
Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

WF ASIAN RECONNAISSANCE FUND LIMITED
By:	/s/ Graham Ernst
	Name: Graham Ernst
	Title:   Authorised signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of ‘the date and year first above written.

DYNAMIC MOVE INVESTMENTS LIMITED
By:
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

GSR VENTURES VI (SINGAPORE) PTE. LTD.
By:
	Name:
	Title:      Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

Shareholders:
China Internet Investment Fund (Limited Partnership)
By:
Name:
Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SHANGHAI SHENGJIA XINLUE INVESTMENT CENTER LLP
By:	/s/ Lu. Lina
	Name:    Lu. Lina
	Title:      Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

PROPITIOUS MORNINGSTAR LIMITED
By:	/s/ Xuefeng Ren
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

NING ZHANG
By:	/s/ Ning Zhang
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TR CHINA HOLDINGS 8
By:	/s/ Sau Chi Ming
	Name: Sau Chi Ming
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P.
By:	/s/ Andrew Shaw Reynolds
	Name:	Andrew Shaw Reynolds
	Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P.
By:	/s/ Andrew Shaw Reynolds
	Name:	Andrew Shaw Reynolds
	Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

TITANIUM GROWTH INVESTMENT LIMITED
By:	/s/ HANNAH DUNNELL
	Name: HANNAH DUNNELL
	Title:   DIRECTOR

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

FIDELITY CHINA SPECIAL SITUATIONS PLC
By:	/s/ Natalia de Sousa
	Name: Natalia de Sousa
	Title:   Company Secretary and authorised signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

FIL INVESTMENT MANAGEMENT
(HONG KONG) LIMITED
as professional fiduciary for and on behalf of
FIDELITY INVESTMENT FUNDS
FIDELITY FUNDS
ERI-BAYERNINVEST-FONDS AKTIEN
ASIEN
By:	/s/ Jackie Chien
	Name: Jackie Chien
	Title:   Authorized Signatory

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

RACING SPORTS LIMITED
By:	/s/ Xin Huang
	Name:
	Title:

[Signature Page to Amendment No. 1 to Shareholders Agreement]

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

SCEP MASTER FUND
By:	/s/ Cao Fang
	Name: Cao Fang
	Title:   Director

[Signature Page to Amendment No. 1 to Shareholders Agreement]

Schedule I

Majority Ordinary Shareholders

1. Dai WJ Holdings Limited

2. Liu XF Holdings Limited

3. Tang TG Holdings Limited

4. Luo P Holdings Limited

5. Great Oak Trading LTD.

6. DWJ Partners Limited

7. Master Quality Group Limited

8. GENG XF Holdings Limited

9. Star Beauty Global Limited

10. Clouse S.A. acting for the account of its compartment 27

11. PESP VIII Limited

12. AROMA TALENT LIMITED

13. Full Load Logistics Information Co., Ltd

Schedule II-1

Majority Series A Preferred Shareholders

1. Morespark Limited

2. Hillhouse TCA TRK Holdings Limited

3. Hillhouse TRK-III Holdings Limited

4. Shanghai Dingbei Enterprise Management Consulting Partnership (Limited Partnership)

5. Redview Capital Investment VI Limited

6. HERO FINE GROUP LIMITED

7. Eastern Bell International XXIV Limited

8. Violet Springs International Ltd

9. Pantheon Access Co-Investment Program, L.P. – Series 140

10. Pantheon Multi-Strategy Primary Program 2014, L.P. – Series 200

11. Pantheon International PLC

12. GGV Capital VI L.P.

13. GGV Capital VI Plus L.P.

14. GGV VII Investments Pte. Ltd.

15. GGV Capital VI Entrepreneurs Fund L.P.

16. GGV VII Plus Investments Pte. Ltd.

17. GGV (FT) LLC

18. Genesis Capital I LP

19. SUN DRAGON LIMITED

20. Tencent Mobility Limited

21. All-Stars SP VI Limited

22. Teng Yue Partners Master Fund, LP

23. Teng Yue Partners RDLT, LP

24. TYP Holdings, LLC

25. BAIDU CAPITAL L.P.

26. Marble Investment Company Limited

27. TECHGIANT LIMITED

28. All-Stars PESP II Limited

29. All-Stars SP VIII Limited

30. All-Stars PEIISP IV Limited

31. Truck Work Logistics Information Co., Ltd

32. Lightspeed China Partners I, L.P.

33. Lightspeed China Partners I-A, L.P.,

34. LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.

35. Lightspeed Opportunity Fund, L.P.,

36. SCC Venture V Holdco I, Ltd.

37. SCC GROWTH IV 2018-H, L.P.

38. Sunshine Logistics Investment Limited

39. Tyrus-DA Global Sharing Economy No. 2

40. Capital Champion Holdings Limited

41. Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership),

42. Xiang He Fund I, L.P.

43. Xiang He Fund II, L.P.

44. Xiang He Fund Gamma, L.P.

45. CMC Scania Holdings Limited

46. CMC Scania II Limited

47. Internet Fund IV Pte. Ltd.

48. Artist Growth Opportunity Fund I LP

49. Artist Growth Opportunity I LP

50. Guiyang Venture Capital Co., Ltd.

51. Eastern Bell V Investment Limited

52. Eastern Bell International II Limited

53. Fortune Nice International Limited

54. SVF Truck (Singapore) Pte. Ltd.

55. SVF II Sage Subco (Singapore) Pte. Ltd.

56. Kite Holdings, LLC

57. CapitalG LP

58. Scottish Mortgage Investment Trust plc

59. Super Trolley Investment Limited

60. Super Mini Investment Limited

61. Super Kar Investment Limited

62. Super Van Investment Limited,

63. Super Truck Investment Limited

64. Full Load Logistics Information Co., Ltd

65. Rose World Capital Limited

66. North Land Global Limited

67. WF ASIAN RECONNAISSANCE FUND LIMITED

68. DYNAMIC MOVE INVESTMENTS LIMITED

69. GSR VENTURES VI (SINGAPORE) PTE. LTD.

70. China Internet Investment Fund (Limited Partnership)

71. Shanghai Shengjia Xinlue Investment Center LLP

72. Propitious Morningstar Limited

73. Ning Zhang

74. TR China Holdings 8

75. SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P.

76. SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P.

77. Titanium Growth Investment Limited

78. Fidelity China Special Situations PLC

79. Fidelity Investment Funds

80. Fidelity Funds

81. ERI-BayernInvest-Fonds Aktien Asien

82. Racing Sports Limited

83. SCEP Master Fund

Schedule II-2

Majority Series A-15 Preferred Shareholders

1. Full Load Logistics Information Co., Ltd

2. Super Trolley Investment Limited

3. Super Mini Investment Limited

4. Super Kar Investment Limited

5. Super Van Investment Limited,

6. Super Truck Investment Limited

7. LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.

8. Tencent Mobility Limited

9. SCC GROWTH IV 2018-H, L.P.

10. All-Stars PESP II Limited

11. All-Stars SP VIII Limited

12. Genesis Capital I LP

13. Eastern Bell International II Limited

14. Hillhouse TRK-III Holdings Limited

15. Teng Yue Partners Master Fund, LP

16. Teng Yue Partners RDLT, LP

17. Capital Champion Holdings Limited

18. Xiang He Fund I, L.P.

19. GGV Capital VI L.P.

20. GGV Capital VI Entrepreneurs Fund L.P.

21. SVF Truck (Singapore) Pte. Ltd.

22. Propitious Morningstar Limited

23. China Internet Investment Fund (Limited Partnership)

24. Kite Holdings, LLC

25. CapitalG LP

26. Scottish Mortgage Investment Trust plc

27. WF ASIAN RECONNAISSANCE FUND LIMITED

28. GSR VENTURES VI (SINGAPORE) PTE. LTD.

29. Shanghai Shengjia Xinlue Investment Center LLP

30. DYNAMIC MOVE INVESTMENTS LIMITED

31. Rose World Capital Limited

32. North Land Global Limited

33. Ning Zhang

Schedule II-3

Majority Series A-16 Preferred Shareholders

1. SEQUOIA CAPITAL GLOBAL GROWTH FUND III - 2020-B, L.P.

2. SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P.

3. Titanium Growth Investment Limited

4. SVF Truck (Singapore) Pte. Ltd.

5. Fidelity China Special Situations PLC

6. Fidelity Investment Funds

7. Fidelity Funds

8. Quilter Investors OEIC

9. ERI-BayernInvest-Fonds Aktien Asien

10. Xiang He Fund II, L.P.

11. Xiang He Fund Gamma, L.P.

12. Hillhouse TRK-III Holdings Limited

13. All-Stars PEIISP IV Limited

14. Lightspeed Opportunity Fund, L.P.

15. Scottish Mortgage Investment Trust plc

16. Racing Sports Limited

17. CMC Scania II Limited

18. GGV VII Investments Pte. Ltd.

19. GGV VII Plus Investments Pte. Ltd.

20. GGV (FT) LLC

21. Morespark Limited

EX-5.1

Exhibit 5.1

27 May 2021

Matter No.: 832948

(852) 2842 9531 / (852) 2842 8552

Anna.Chong@conyers.com / Charissa.Ball@conyers.com

Full Truck Alliance Co. Ltd.

P.O. Box 31119 Grand Pavilion

Hibiscus Way

802 West Bay Road

Grand Cayman KY1-105

Cayman Islands

Dear Sir,

Re: Full Truck Alliance Co. Ltd. (the “Company”)

We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form F-1 to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about 27 May 2021 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of class A ordinary shares, par value US$0.00001 each (the “Class A Ordinary Shares”) of the Company.

1. DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined the following document:

1.1. a copy of the Registration Statement.

We have also reviewed:

1.2. the currently adopted fifth amended and restated memorandum and articles of association of the Company provided to us on 21 January 2021;

1.3. copies of minutes of a meeting of its directors held on 7 April 2021 (the “Listing Resolutions”);

1.4. a copy of the sixth amended and restated memorandum of association and articles of association of the Company to become effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares (the “Listing M&As”)

1.5. a copy of a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 25 May 2021 (the “Certificate Date”); and

1.6. such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

2. ASSUMPTIONS

We have assumed:

2.1. the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2. that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3. the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;

2.4. that the Listing Resolutions, will be or have been passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended;

2.5. that the Listing M&As will become effective prior to the closing of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares;

2.6. that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

2.7. that upon issue of any Class A Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and

2.8. the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission.

3. QUALIFICATIONS

3.1. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Class A Ordinary Shares by the Company and is not to be relied upon in respect of any other matter.

4. OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

4.1. The Company is duly incorporated and existing under the law of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company is in default under the Act.

4.2. When issued and paid for as contemplated by the Registration Statement, the Class A Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforcement of Civil Liabilities” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Conyers Dill & Pearman

Conyers Dill & Pearman

EX-10.1

Exhibit 10.1

FULL TRUCK ALLIANCE CO. LTD.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is entered into as of                     by and between Full Truck Alliance Co. Ltd., a Cayman Islands company (the “Company”) and the undersigned, a [director/officer] of the Company (“Indemnitee”).

RECITALS

1.    The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation.

2.    The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain highly competent persons to serve the Company would be detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

3.    The Company and Indemnitee do not regard the indemnities available under the Company’s memorandum and articles of association, as now or hereinafter in effect (the “Articles of Association”) as adequate to protect Indemnitee against the risks associated with his service to the Company.

4.    The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing to serve and continue to serve the Company on the condition that he be so indemnified.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

I. Definitions

The following terms shall have the meanings defined below:

Change in Control shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity; (b) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of ordinary shares of the Company; or (c) any current beneficial shareholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs, assigns and successors thereof, of beneficial ownership, within the meaning of Rule 13d-3 of the Exchange Act, of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities; hereafter becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% of the total combined voting power represented by the Company’s then outstanding ordinary shares, (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the ordinary shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into ordinary shares of the surviving entity) at least 80% of the total voting power represented by the ordinary shares of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Company’s assets.

Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond, investigations, liabilities, losses, taxes, any expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding, and any taxes, interests, assessments or other charges imposed as a result of the actual or deemed receipt of any payments under this Agreement; provided that if the Indemnitee provides his or her primary professional services based on an hourly fee rate (the “Hourly Rate”), the Expenses shall also include the product of the amount of time he or she shall spend for any Proceeding and the effective Hourly Rate.

Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Company, or any subsidiary or consolidated variable interest entity of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other entity, including services with respect to employee benefit plans, or was a director or officer of an entity that was a predecessor of the Company or another entity at the request of such predecessor entity, or related to anything done or not done by Indemnitee in any such capacity.

Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

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Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

Proceeding means any threatened, pending, or completed action, suit or proceeding, or any inquiry, hearing or investigation, whether civil, criminal, administrative, investigative or other, including any appeal thereof, in which Indemnitee may be or may have been involved as a party or otherwise by reason of an Indemnifiable Event, including, without limitation, any threatened, pending, or completed action, suit or proceeding by or in the right of the Company.

Reviewing Party means (i) the Board by a majority vote of a quorum consisting of Disinterested Directors, or (ii) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.

II. Agreement To Indemnify

1.    General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law, even if such indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Articles of Association, or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Cayman Islands company to indemnify a member of its Board of Directors or an officer, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Cayman Islands company to indemnify a member of its Board of Directors or an officer, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder except as set forth in Section 3 hereof.

2.    Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

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3.    Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a)    to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance policy;

(b)    to the extent that Indemnitee is fully indemnified and actually paid other than pursuant to this Agreement;

(c)    in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as defined herein) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(d)    to the extent the Proceeding is brought about by the conduct of the Indemnitee that is finally adjudicated to (i) have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, and (ii) be material to the cause of action so adjudicated;

(e)    for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(f)    arising out of Indemnitee’s personal tax matter; or

(g)    arising out of Indemnitee’s breach of an employment agreement with the Company (if any) or any other agreement with the Company or any of its subsidiaries.

4.    No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Company.

5.    Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to the Indemnitee for any reason other than those set forth in Section II. 3, then the Company shall contribute to the amount of Expenses paid in settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the transaction from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section II. 5 were determined by pro rata allocation or by any other method of allocation which does not take account of the foregoing equitable considerations.

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III. Indemnification Process

1.    Notice and Cooperation By Indemnitee. Indemnitee shall give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be given in accordance with Section VI.7 below. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably request.

2.    Indemnification Payment.

(a)    Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding. The Company shall, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.

(b)    Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement.

(c)    Determination by the Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section II.1 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Counsel referred to in Section III.2(e) hereof is involved) that the Indemnitee would not be permitted to be indemnified under applicable law or the Company’s Articles of Association, and (ii) the obligation of the Company to make an advance payment of Expenses to the Indemnitee pursuant to Section III. 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law or the Company’s Articles of Association, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any advanced Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee’s obligation to reimburse the Company for any advanced Expenses shall be unsecured and no interest shall be charged thereon. If there has not been a Change in Control, the Reviewing Party shall be selected by the Board, and if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Counsel referred to in Section III.2(e) hereof.

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(d)    Enforcement of Indemnification Rights. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if Indemnitee has not otherwise been paid in full within 30 days after a written demand has been received by the Company, Indemnitee shall have the right to commence litigation in any court having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an “Enforcement Proceeding”) and, if successful in whole or in part, Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby consents to service of process and to appear in any such proceeding.

(e)    Change in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Company’s Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expenses under this Agreement or any other agreement or under the Company’s Articles of Association, Independent Counsel shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

3.    Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee in writing and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded that, based on written advice of counsel, there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or that counsel selected by the Company may not be adequately representing Indemnitee, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s expense.

4.    Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company to have made a determination prior to the commencement of such action by Indemnitee that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or the Company that Indemnitee had not met such applicable standard of conduct shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

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5.    No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

6.    Company Participation. Subject to Section II.5, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

IV. Director and Officer Liability Insurance

1.    Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under this Agreement. To the extent the Company determines that it is no longer practicable for the Company to maintain such insurances, it shall notify promptly its directors and officers before it terminates such insurances and such termination must be approved by the majority of the Company’s directors.

2.    Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers.

3.    No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if a majority of the Company’s directors determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (iii) Indemnitee is covered by similar insurance maintained by a parent or subsidiary of the Company.

V. Non-Exclusivity; Federal Preemption; Term

1.    Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Articles of Association, any vote of shareholders or directors, applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in any such capacity at the time of any Proceeding.

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2.    Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

3.    Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his former or current capacity at the Company or any other enterprise (including service with respect to employee benefit plans) at the Company’s request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Company’s request.

VI. Miscellaneous

1.    Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

2.    Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

3.    Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement in a written agreement in form and substance satisfactory to Indemnitee. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal representatives.

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4.    Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

5.    Counterparts. This Agreement may be executed in two (2) counterparts, both of which taken together shall constitute one instrument.

6.    Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

7.    Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, on the date of delivery, or mailed, on the third business day after mailing, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Wanbo Science and Technology Park, 20 Fengxin Road

Yuhuatai District, Nanjing

Jiangsu 210012

People’s Republic of China

Attention: Mr. Kai Shen

and to Indemnitee at:

[Name]

[Address]

[Address]

[Address]

Notice of change of address shall be effective only when done in accordance with this Section.

8.    Certain Relationships. The obligations and rights created under this Agreement shall not be affected by any amendment to the Company’s Articles of Association or any other agreement or instrument to which Indemnitee is not a party, and shall not diminish any other rights which Indemnitee now or in the future has against the Company or any other person or entity.

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9.    Acknowledgment. The Company expressly acknowledges that it has entered into this Agreement and assumed the obligations imposed on the Company under this Agreement in order to induce Indemnitee to serve or to continue to serve as a director or officer and acknowledges that Indemnitee is relying on this Agreement in serving or continuing to serve in such capacity. The Company further agrees to stipulate in any court proceeding that the Company is bound by all of the provisions of this Agreement.

10.    Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, or Indemnitee’s estate, heirs, executors, administrators or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

11.    Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

FULL TRUCK ALLIANCE CO. LTD.

Name:

Title:

INDEMNITEE

Name:

EX-10.2

Exhibit 10.2

Job No.                    

Employment Agreement

Party A (company name):

Legal representative:

Address:

Party B (employee name):

ID No.:

Address:

Instructions for Signing the Contract

1. The Labor Contract is formulated in accordance with the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and relevant national laws and regulations, as well as the actual conditions of the Company.

2. The Contract is signed by both parties through a third-party electronic contract signing platform and shall take effect from the date of confirmation by both parties. The electronic contract is the true expression of each party’s intention and legally binding on each party, with the same legal effect as the paper contract.

3. In the Contract, “Party A’s group company” refers to Party A, its branch (if involved), any subsidiary directly or indirectly controlled by Party A, or a company directly or indirectly controlling Party A, a company directly or indirectly controlled by a company that directly or indirectly controls Party A. Any member of the group is referred to as the “Party A’s group company”.

4. The Contract shall be signed by Party B in person, and shall not be signed by any other person.

5. Preconditions for signing the Contract:

(1) Party B shall share with Party A’s corporate mission, philosophy, culture and values, voluntarily abide by Party A’s rules and regulations, and obey Party A’s labor discipline, work arrangement and work assignment.

(2) Party B shall truthfully provide Party A with necessary supporting materials such as education background, working experience, identity and health, and guarantee the authenticity of the materials provided.

(3) Both parties have carefully read the Contract and clearly understood their respective responsibilities, rights and obligations.

Party A and Party B agree to enter into the Labor Contract (hereinafter referred to as the Contract), and undertake to abide by the terms and conditions listed in the Contract based on the principles of equality, voluntariness, legality, fairness, honesty and credibility through consultation, in accordance with the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and relevant laws and regulations.

1. Type and Term of Contract

1.1 Party A and Party B agree to determine the term of the Contract by the (        ) method as follows:

(1) Fixed-term labor contract: From MM/DD/YY to MM/DD/YY. The Contract may be renewed upon its expiration through consultation by both parties; if either party or both parties are unwilling to renew the Contract, the Contract shall be terminated. If any of the circumstances under Article 42 of the Labor Contract Law occurs to Party B, the Contract shall be extended in accordance with Article 45 of the Labor Contract Law until the circumstances disappear.

(2) Unfixed-term labor contract: From MM/DD/YY. Where Party B meets one of the circumstances specified in Article 14 of the Labor Contract Law and proposes or agrees to sign an unfixed-term labor contract, both parties shall conclude an unfixed-term labor contract.

(3) The Contract shall start from MM/DD/YY and terminate upon the completion of the work task (the work is determined by Party A in advance and the completion target is definite and specific).

1.2 Where the date when Party B starts to work is inconsistent with the date stipulated in the Contract, the actual onboarding date shall be taken as the starting time of the Contract to establish labor relations.

2. Probation Period

2.1 Party B’s probation period shall start from MM/DD/YY to MM/DD/YY. Where the onboarding date is inconsistent with such date agreed in the probation period, the probation period shall be advanced or postponed accordingly.

2.2 During the probation period, if Party B is proved not to meet the employment conditions, Party A shall have the right to dissolve the Contract; in this case, Party B shall go through the work handover procedures and departure procedures in accordance with the provisions of the Contract and the Company.

3. Work Content and Workplace

3.1 Work content: Party A arranges Party B to work at the                      post of Party A. In order to adapt to the production and operation needs and allocate human resources reasonably and effectively, or according to Party B’s capability and performance, Party A may make necessary adjustment to the relevant post and work content of the employee at the stage. Party B hereby confirms that it has been truthfully informed in advance and has accepted it.

3.2 Workplace: As per the operation characteristics of Party A and the work nature of Party B, as agreed by both parties, the workplace of Party B is (        ) as follows:

(1) The place where the Contract is performed is                     .

(2) As Party B’s work is sales/procurement with unfixed workplace, the labor relationship between Party A and Party B is established at                     , and Party A shall have the right to arrange Party B to work in the regions of various provinces and cities within the Chinese mainland where many sales business markets are located. Party B has been fully aware of his/her post responsibilities and work scope, and accepts Party A’s temporary adjustment and work arrangement within the above market scope.

3.3 Party A shall, within the scope of laws, have the right to adjust Party B’s workplace, post and responsibilities in accordance with Party A’s rules, regulations and business needs, or Party B’s work performance and performance assessment. Party A may dispatch Party B to other affiliated enterprises of Party A’s group for full-time or part-time work according to its business development needs, and the employment remuneration during the dispatch period of Party B shall be determined by both parties through negotiation. Party B hereby confirms and agrees.

3.4 Party B shall improve his/her professional skills, agree and undertake to perform his/her labor obligations in strict accordance with relevant standards and the labor rules and contracts formulated and publicized by Party A according to law, earnestly perform his/her responsibilities, complete his/her work tasks and be subjected to Party A’s assessment on this basis. Where Party B fails to meet the assessment standard, it may be deemed that Party B is not qualified for the post employed.

3.5 Scope of duties: Party B’s functions and scope of authority within the term of the Contract shall comply with Party A’s internal regulations, the authorization of Party B’s direct supervisor and relevant regulations on his/her post.

4. Working Hours, Rest and Vacation

4.1 Working hours: Party B’s post shall implement the following (        ) working hour system, which shall be implemented in accordance with Party A’s attendance management system:

(1) Standard working hour system

(2) Comprehensively calculated working hour system

(3) Flexible working hour system

4.2 Rest and vacation: Party B is entitled to the statutory rest days and holidays, and the specific rest method and time of Party B shall be agreed upon by both parties according to the provisions of Party A and implemented in accordance with laws, regulations and Party A’s rules and regulations. Party A may extend Party B’s working hours or arrange overtime work on holidays to the extent permitted by law according to work needs and Party A’s rules and regulations. Party B’s overtime work shall need prior approval. After Party B actually works overtime, Party A may confirm Party B’s overtime work, and shall arrange Party B to take compensatory leave in accordance with laws and regulations and Party A’s rules and regulations. The payment or deduction of Party B’s wage during rest days and holidays shall be subject to relevant national regulations.

5. Employment Remuneration

5.1 Wage: During the employment of Party B in accordance with the Contract, Party A shall pay Party B wage when Party B provides normal labor service, except for statutory circumstances. Party A shall pay the wage of the previous month to Party B before the 15th day of each month, and Party A shall have the right to adjust the date of wage payment as per legal procedures according to the Company’s business strategy and financial accounting needs.

5.2 During the term of the Contract, Party A shall pay wage to Party B by cash, bank transfer, cheque or other means deemed appropriate by Party A every month. The wage standard of Party B shall be subject to the Offer Letter or the wage confirmation agreement confirmed and signed by both parties in writing. The wage of Party B shall be subject to the wage system of Party A (including the overtime wage for corresponding days of each month).

5.3 Wage during the probation period: The wage and benefits of Party B during the probation period shall be subject to the Offer Letter or the wage confirmation agreement confirmed and signed by both parties in writing. The wage of Party B shall be subject to the wage system of Party A (including the overtime wage for corresponding days of each month). If there is no special agreement, the wage during the probation period shall be implemented according to the normal wage standard. The Offer Letter or the Wage Confirmation agreed upon by both parties shall be deemed as an integral part of the Contract as the reference basis, and shall have the same effect as the terms of the Contract.

5.4 Party B confirms that the wage paid by Party A includes the overtime wage and various subsidies and allowances stipulated by relevant laws and regulations or relevant government departments.

5.5 Party B agrees that Party A has the right to decide whether to pay bonus and the amount of bonus at its own discretion based on its operation and Party B has no objection to this, and Party B agrees that only on-the-job employees can enjoy the bonus paid by Party A. If Party B resigns (whether voluntarily/through negotiation/unilaterally terminated), Party B shall not be entitled to any bonus paid by Party A.

5.6 If Party B delays the working hours due to his/her failure to complete the tasks within the normal working hours for his/her own reasons, it shall not be deemed as overtime work. Where Party B needs to work overtime, he/she shall seek prior approval according to the regulations of Party A, otherwise it shall not be deemed as overtime work and he/she shall not claim overtime wage from Party A. Both parties agree that the overtime wage of Party B after being approved by Party A shall be calculated on the basis of the minimum wage standard of the place where the Contract is performed.

5.7 When Party A pays wage to Party B, it shall provide Party B with a payroll slip, including Party B’s name, payment time, wage payable, wage actually paid, withheld and deducted wage, etc. Party A shall provide the payroll slip by e-mail every month and Party B shall reply for confirmation, or Party B shall log on the “employee self-service” interface of the eHR system using the personal account assigned by Party A to Party B to inquire about and confirm the electronic payroll slip. Where Party B fails to reply in time, it shall be deemed that Party B confirms its consent.

5.8 Party A shall have the right to adjust Party B’s wage level according to changes in Party B’s work performance, position and work content or Party A’s wage management system. The wage of Party B shall be calculated according to the actual attendance and the assessment rating, and the performance bonus, commission, subsidy or other income involved shall be subject to the established rules and regulations of the Company and the actual assessment policy of the department. The wage of Party B shall be determined by Party A in accordance with the Wage and Welfare Management System of the Company according to the different posts of Party B, which shall be subject to the content indicated in the payroll slip or the notice of wage adjustment.

5.9 Party A may deduct the following expenses and payments from the wage payable to Party B in advance:

(1) Individual income tax of Party B. Party B shall bear the individual income tax payable from the remuneration income such as wage and bonus paid by Party A hereunder. Party A, as the withholding agent, may withhold individual income tax and other taxes in advance when paying Party B the remuneration;

(2) Cost of maintenance, alimony payment, penalty or compensation payable by Party B in respect of court judgment and arbitration award required to be withheld by Party A;

(3) Part of social insurance and housing provident funds that shall be borne by Party B personally;

(4) The arrears that Party B fails to repay to Party A when he/she leaves office;

(5) Part of salary to be deducted due to Party B’s violation of Party A’s rules and regulations;

(6) Compensation expenses deducted due to economic losses caused to Party A by Party B;

(7) Other expenses that may be deducted from the wages of workers as stipulated by laws and regulations.

6. Social Insurance and Benefits

6.1 Party A shall handle social insurance registration for Party B within thirty (30) days from the onboarding date to participate in social insurance such as pension insurance, medical insurance, work injury insurance, maternity insurance and unemployment insurance, and pay social insurance premium in full amount on time. The personal part of social insurance premium shall be borne by Party B and shall be withheld and remitted by Party A when the wage is paid.

6.2 Party A shall clearly inform Party B of the necessary procedures and materials for the payment of social insurance and housing provident funds before or at the time of Party B’s employment. Party B shall assist Party A in providing relevant materials for social insurance payment and handling relevant procedures for the employment procedures. Where Party A fails to pay social insurance for Party B according to law due to Party B’s delayed submission of materials or failure to handle relevant procedures due to other personal reasons for more than 30 days from the onboarding date, Party B shall be deemed to have committed serious disciplinary violations. Party A shall have the right to immediately terminate the labor relations with Party B without paying any compensation.

6.3 The payment base declared by Party A for Party B shall be confirmed by Party B in person, and Party A shall inform Party B of the details of social insurance premium paid on a monthly basis.

6.4 During the performance of the Contract, Party B shall be entitled to various welfare benefits stipulated by the national laws and regulations, relevant rules and regulations of Party A and agreed upon by both parties. All kinds of insurances and welfare benefits that are required to be borne by Party A by non-state laws, regulations and policies shall be deemed as Party A’s internal temporary welfare, which may be stipulated in Party A’s rules and regulations and modified by Party A from time to time.

6.5 Party B’s treatment during the contract term due to rest days and holidays, illness or injury, occupational disease or work-related injury, maternity or death shall be subject to the national regulations and the rules and regulations formulated by Party A according to law.

6.6 Party A and Party B shall pay the housing provident funds according to relevant laws and regulations such as the Regulation on the Administration of Housing Provident Funds of the State Council, and the housing funds paid by Party B shall be withheld and remitted by Party A.

7. Labor Protection, Labor Conditions and Protection against Occupational Hazards

7.1 Party A shall actively provide Party B with labor conditions conforming to national regulations and gradually improve Party B’s safe and healthy work environment. Party A shall guarantee to implement the national regulations on special operations, special protection for female workers and juvenile workers, perform the obligation of truthfully informing Party B of the posts that may cause occupational disease hazards, and provide Party B with education on labor safety and health, to prevent casualty accidents in the process of labor and reduce occupational hazards. Where Party B is engaged in work with occupational hazards, Party A shall arrange regular health check-up for Party B and arrange one before Party B leaves the position.

7.2 Party A undertakes to provide Party B with necessary labor protective equipment that comply with labor safety and health conditions stipulated by national regulations. Party B shall strictly comply with the labor safety regulations and standards set by the state and Party A. Party B shall earnestly participate in the necessary education and training organized by Party A, enhance the awareness of self-protection, strictly abide by the safety operation regulations in the process of labor, as well as report and eliminate any potential occupational disease hazard or work-related injury risk in time.

7.3 Party A and its management personnel shall protect Party B’s life safety and health in the workplace. Party B shall have the right to refuse Party A’s management personnel to illegally direct or force risky operations, which shall not be deemed as violation of the Contract. Party B shall have the right to criticize, report and charge for any behavior that endangers life safety and health.

7.4 Where Party B suffers from accidents or occupational diseases due to work, Party A shall be responsible for timely treatment, and apply for work-related injury identification and labor ability assessment for Party B according to relevant regulations, so as to ensure that Party B may enjoy various work-related injury insurance and related treatment according to law. Where Party B suffers from illness or non-work-related injury, Party A shall ensure that Party B enjoys the medical treatment period and corresponding medical treatment stipulated by the state.

8. Rules and Regulations and Labor Discipline

8.1 Party A and Party B shall consciously abide by national laws and regulations, social ethics and professional ethics, and respect and safeguard the reputation and interests of both parties, and various rules and regulations established and improved by Party A according to law. Party B shall obey the work arrangement of Party A, strictly abide by Chinese laws, regulations and rules and regulations (including but not limited to employee handbook and various internal regulations) and labor discipline designated by Party A, and undertake to know the latest content of various rules and regulations by logging on the Company’s website and system at any time; strictly abide by Party A’s various working specifications; take good care of Party A’s property and comply with professional ethics; actively participate in post training organized by Party A to improve professional skills and ensure to be qualified for the post of Party B.

8.2 Where Party B violates labor discipline or Party A’s rules and regulations, Party A may impose certain disciplinary punishment and penalty on Party B according to its corresponding rules and regulations until the Contract is terminated.

8.3 Where Party B violates laws or Party A’s rules and regulations or causes economic losses to Party A due to his/her own reasons, Party A shall have the right to claim compensation from Party B.

8.4 Party A shall have the right to amend its rules and regulations reasonably and legally at any time according to its production or operation management needs. Party A may notify Party B of any amendment to the rules and regulations in any way it deems appropriate (including but not limited to notice, announcement and memorandum).

9. Change in Performance of the Contract

9.1 When there are changes in the laws, administrative regulations and rules on which the Contract is based, the relevant content of the Contract shall be changed.

9.2 During the performance of the Contract, where Party A changes its name, legal representative or principal responsible person or investor and other matters, the performance of the Contract shall not be affected; where Party A undergoes merger or division, the Contract shall continue to be effective and continued to be performed by its successor.

9.3 In case of any change in the content of clauses or major objective matters of material interest to the employee, both parties shall agree to change the Contract in writing. The residential address determined by Party B shall be the address for delivery of documents and documents related to labor relation management. In case of any change, Party B shall notify Party A in writing.

9.4 During the performance of the Contract, the relevant clauses of the Contract shall be naturally changed accordingly in any of the following circumstances. Party A shall timely inform Party B of the information related to the change in writing or by e-mail, and Party B shall implement the change decision of Party A. Where Party B refuses to perform, it shall be deemed that Party B violates the labor discipline or the rules and regulations of Party A and shall be dealt with accordingly.

(1) Given that Party A has informed the possibility of change of post in this Contract or related documents signed and confirmed by Party B, the situation can be changed naturally after the two parties have reached consensus;

(2) After Party A’s overall wage distribution adjustment plan has been agreed through negotiation and publicized, Party B’s wage standard to be increased or decreased is involved;

(3) Where Party B’s wage is subject to adjustment due to promotion, fault, or post adjustment;

(4) Modification of the Labor Contract shall be made by both parties in writing or via email. Where changes in labor contract is required for adjustment of Party B’s work, Party A, in addition to issuing Labor Contract Modification Agreement for confirmation, shall send Party B documents such as payroll slip and position adjustment notice; and Party B, if no objection is raised in writing within one month upon receiving the above documents, shall be deemed to have acknowledged the modification in writing.

10. Cancellation or Termination of Contract

10.1 Termination of the Contract Under any of the following circumstances, the labor contract is terminated:

(1) The term of labor contract agreed by both parties has expired;

(2) Party B has begun to enjoy the basic pension insurance treatments;

(3) Party B is deceased, or is declared dead or missing by a people’s court;

(4) Party A is declared bankrupt in accordance with law;

(5) Revocation of its business license, court-ordered shutdown of Party A or early dissolution decided by Party A;

(6) Other circumstances stipulated by laws and administrative regulations.

10.2 Cancellation through negotiation The Contract can be cancelled after the two parties reach an agreement through negotiation.

10.3 Immediate termination of the Contract by Party A Party A is entitled to terminate the Contract unilaterally at any time under the following circumstances involving Party B:

(1) During the probation period, Party B is proved not to meet the employment conditions; please refer to the Employment Conditions Confirmation for specific employment terms and conditions;

(2) Serious violation of laws or regulations;

(3) Serious violation of Party A’s labor discipline or rules and regulations;

(4) Serious dereliction of duty and/or malpractice for personal gains, causing major damage to Party A’s interests;

(5) Prosecuted for criminal liability according to law.

10.4 Thirty-day prior written notice of termination. In case of one of the following circumstances, Party A has the right to unilaterally terminate the Contract:

(1) Party B cannot perform the previous work nor other work arranged by Party A after Party B recovered from sickness or non-work-related injury upon the end of medical treatment period stipulated by law;

(2) Party B fails to be qualified for the job in accordance with the requirements of the Contract or Party A, and is still not qualified for the job after being trained or having job transferred;

(3) There is a major change in the objective circumstances on which this Contract is concluded, making it impossible to perform, and the two parties cannot reach an agreement on modifying this Contract after negotiation.

10.5 Contract termination by Party B. Party B may resign and terminate this Contract within the contract term, but it must notify Party A in writing thirty (30) days in advance. Except in one of the following circumstances, Party B can terminate this Contract at any time without serving a thirty-day prior notice:

(1) In case of termination of this Contract during the probation period, Party A shall serve a three-day prior written notice;

(2) Party A forces Party B to work by means of violence, coercion or illegal restriction of personal freedom;

(3) Party A fails to pay employment remuneration or provide labor conditions as stipulated in this Contract.

10.6 Contract cannot be terminated by Party A. Party A shall not terminate the Contract in accordance with Article 40 and Article 41 of the Labor Contract Law if Party B has one of the following circumstances:

(1) Engaging in operations that are exposed to occupational disease hazards, failing to undergo pre-departure occupational health check-up, or suspected of having occupational disease during diagnosis or medical observation;

(2) Suffering from occupational disease or injury during course of employment and his/her resulting total or partial incapacity has been confirmed;

(3) Sickness or non-work-related injury, within the prescribed medical treatment period;

(4) Female employees during pregnancy, childbirth, or breastfeeding period;

(5) Working for Party A for 15 consecutive years and being less than five years from the legal retirement age;

(6) Other circumstances stipulated by laws and administrative regulations.

10.7 Contract cannot be terminated by Party B. Party B shall not terminate the Contract with Party A in accordance with Article 37 of the Labor Contract Law if Party B has the following circumstances:

(1) Economic losses caused to Party A have not been dealt with or the compensation has not been fulfilled;

(2) The period when Party B is under review and investigation;

(3) Party A and Party B have signed training, confidentiality, housing, loan guarantee and other agreements that stipulate the service period which has not expired;

(4) Other circumstances complying with laws and regulations.

10.8 The cancellation or termination of the Contract shall be implemented in accordance with statutory conditions, procedures and economic compensation standards.

10.9 Party A may terminate the Contract in accordance with the laws and regulations and the rules and regulations of Party A. In order to protect the interests of both parties, Party A’s intention to terminate the Labor Contract shall be expressed only and only through Party A’s human resources management center or in the form of a notice of termination or a reference letter with the official seal stamped. Any expression of this intention made by any staff of Party A by other means will not have any legal effect on Party B. In this case, Party B shall continue to perform the rights and obligations stipulated in the Labor Contract.

10.10 If both parties terminate the Labor Contract for any reason, Party B shall go through the handover procedures in a timely manner as required by Party A. If the handover procedures are not fulfilled in accordance with Party A’s regulations, Party A will treat it as absenteeism and unclaimed wages and liquidated damages will be withheld.

10.11 Party A shall, within 15 days from the date of completion of handover procedures, complete the procedures for Party B’s files and social insurance relationship transfer in accordance with relevant regulations; Party A shall pay legal compensation, medical subsidies and other related expenses after Party B has fulfilled the handover procedures.

10.12 When this Contract is cancelled, terminated or expired by its terms and conditions, Party B shall immediately discontinue all activities in the name of Party A or complete its outstanding matters as required by Party A and settle all accounts, as well as go through the work handover and departure procedures with Party A and return all Party A’s property after the Contract is canceled, terminated or expired. Any loss caused to Party A shall be compensated by Party B and Party A has the right to deduct at the time of resignation settlement and the shortfall shall be paid by Party B separately. If Party B fails to go through the handover procedures as agreed, or if Party B’s non-conscientious behaviors such as overdue transfer or unclear transfer causing losses to Party A in the process of departure and handover, Party A has the right not to go through the departure procedures and hold Party B accountable for corresponding economic compensation liability and other legal liabilities.

10.13 When this Contract is being cancelled or terminated, Party B shall perform the following obligations, subject to the signature and approval by the receiving personnel of the relevant department of Party A:

(1) Handover work to the personnel designated by Party A (the handover items are subject to the 10.14);

(2) Return Party A’s office supplies, documents, materials, equipment, software and other tangible or intangible assets in good condition;

(3) Transfer complete set of any carrier containing Party A’s important information to Party A;

(4) Assist Party A in clearing up the claims, debts, penalties, compensation, etc. between the two parties;

(5) Complete handover procedures specified by Party A and go through relevant departure procedures;

(6) Others: deal with other outstanding matters in accordance with the company’s regulations.

10.14 The scope of matters to be handed over by Party B includes (but is not limited to) the following:

(1) Party B shall be responsible for the custody, use or control of all documents, files and copies thereof relating to Party A and its management, production and operation;

(2) Name list, information and data of Party A’s suppliers, customers and other contacts or individuals;

(3) Tools, instruments, equipment and software, disks, CDs, materials and other office appliances provided by Party A to Party B for work or production;

(4) Unfinished matters, business items handled and detailed rules for handling matters;

(5) Personal advances borrowed from Party A;

(6) Other matters and items that should be handed over.

10.15 Party A shall perform the following obligations in the process of cancellation or termination:

(1) Handle the procedures for termination of labor relations for Party B;

(2) Handle social insurance transfer or sealing procedures for Party B in a timely manner;

(3) Issue employment record or reference letter for Party B at the request of Party B and based on the handover process of both parties;

(4) In the event of Party B engaged in occupational hazard operations at Party A’s premises, Party A shall also arrange Party B to undergo pre-departure occupational health checkup. If Party B refuses to cooperate or does not undergo the checkup, he/she shall be deemed as having waived this special right of protection.

11. Training Service Period and Non-competition

11.1 Training service period. If Party B is funded by Party A for professional technical training, the two parties can make agreement on the service period by law; the relevant rights and obligations of both parties (including but not limited to service period, liquidated damages, etc.) shall be in accordance with the training agreement signed by both parties and relevant company regulations. Please refer to the Contract Annex for the training and service period agreement agreed upon by both parties.

11.2 Confidentiality and non-competition. Party B shall be obligated to protect Party A’s trade secrets and intellectual property rights according to law. Party B shall keep Party A’s trade secrets in strict confidence, including but not limited to all plans, materials, business information, customer lists, intelligence of production or operations, production, operation and management methods, financial conditions and other secrets and intellectual property rights of Party A related to operations. Party A and Party B may enter into relevant confidentiality and non-competition agreements separately, and Party B’s confidentiality and non-competition obligations and liquidated damages shall be implemented in accordance with the agreement. The confidentiality and non-competition agreement between the two parties are attached to the Contract. The terms of Party B’s confidentiality and non-competition are applicable both during the term of employment at Party A and after the termination of the Labor Contract.

11.3 Other obligations of Party B. In addition to the other obligations stipulated, Party B hereby agrees to comply with the following obligations during the period of employment by Party A under this Contract; otherwise, Party A may terminate the Labor Contract with Party B as appropriate:

(1) Spending all time, energy and ability within the specified working hours on fulfilling the obligations stipulated in this Contract to effectively perform designated duties and trying its best to assist Party A in meeting or exceeding the expected production or business plan.

(2) Abiding by the terms of the Contract, relevant laws, disciplines, and documents, following Party A’s reasonable instructions and decisions, performing duties with due diligence and not engaging in activities that impair Party A’s interests nor taking advantage of his/her position in Party A to seek gains directly or indirectly for himself/herself, other individuals or other companies.

(3) Completing other temporary work assigned by Party A in addition to original work, and ensuring that his/her work performance meet standards of job responsibilities specified by Party A.

(4) Without written consent of Party A, during the period of employment, Party B shall not directly or indirectly engage in any competitive activities similar to the production or business activities engaged or to be engaged by Party A, including but not limited to being employed by Party A’s competitor, to whom to disclose business information, provide services or conveniences, make private contact for non-work arrangements, take money from them, or who is engaged in other competitive production and business activities.

12. Other Contractual Matters

12.1 Contracting ability. Party B hereby declares and undertakes that Party B has not and will not violate any other contract or agreement that is binding on Party B, nor any other binding regulations of other companies, organizations or institutions when signing the Contract and performing the Contract. Party B hereby promises that when signing the Contract, he/she has no labor relationship with any other employers, no non-competition obligation or confidentiality obligation that conflicts with the establishment of a labor relationship with Party A, and there is no unresolved labor law-related disputes with former employers and other interest disputes that may affect Party B’s normal work for Party A or other matters that need to be explained. If Party B has the foregoing circumstances but has not notified Party A in writing, it shall be deemed that Party B has promised that there will be no such circumstances. If Party B violates the provisions of this article, resulting in invalidity of the Contract or infringement on the rights of a third party, Party B shall assume full responsibility and independently resolve the aforementioned disputes. Under such circumstances, Party A may terminate the labor contract with Party B unconditionally without paying any economic compensation. If Party A suffers any losses thereof, Party B shall be fully liable for the economic losses caused to Party A.

12.2 Annex to the Contract. The Annex to the Contract is an integral part of the Contract. Party B shall read through the Annex carefully when signing the Contract. After signing, Party B shall be deemed to have confirmed and agreed on all the terms and conditions of the Contract and the Annex; invalidity of some clauses and annex will not affect the validity of other terms and conditions. Where the Contract or Annex conflicts with relevant laws and regulations or is inconsistent with the amendments of relevant laws and regulations, the current effective laws and regulations shall prevail. For matters not covered in the Contract, if the parties have agreed otherwise, the agreement shall be followed; if no separate agreement is made, the laws, regulations and rules shall apply; if there is no provision in the laws and regulations, the two parties shall negotiate and resolve instead. The delay or non-exercise of any right stipulated in this Contract by either party shall not constitute a waiver of that right. The “Company” mentioned in the Annex of the Contract refers to Party A under this Labor Contract, and the “Employee” mentioned herein refers to Party B under this Labor Contract.

12.3 Rules and regulations. All rules, regulations and departmental requirements of Party A are the main appendixes of the Contract with equal force to the contract terms. Party B hereby confirms that at the time of signing the Contract, it has received and acknowledged the content of the Instructions to Employees and its specified rules and regulations documents.

12.4 Employment conditions. Party A’s employment conditions and assessment criterion (including but not limited to the confirmation of employment conditions, job description, and performance assessment system, etc.) are the main appendixes of the Contract with equal force to the contract terms. Party B hereby confirms that at the time of signing the Contract, it has received and acknowledged the content of the Confirmation of Employment Conditions.

12.5 Confidentiality Agreement. Party A’s confidentiality systems (including but not limited to the corporate confidentiality agreement and departmental confidentiality system, etc.) are the main appendixes of the Contract with equal force to the contract terms. Party B hereby confirms that at the time of signing the Contract, it has received and acknowledged the aforementioned documents, see Annex 1: Confidentiality Agreement for details.

12.6 Non-competition. Party A’s non-competition system (including but not limited to non-competition agreement, etc.) is the main appendix of the Contract with equal force to the contract terms. Party B hereby confirms that at the time of signing the Contract, it has received and acknowledged the aforementioned documents, see Annex 2: Non-competition Agreement for details.

12.7 Other personal information of Party B

Email:		Phone:
Mailing address:		Postcode:
Graduation school:	Major:	Highest academic degree obtained:
Name of emergency contact (family member):		Contact number:	Relationship with emergency contact:

12.8 Party B undertakes that he/she shall provide true and valid information to Party A and confirm that the hard-copy or electronic documents delivered to his/her private email address, household registration address or home address, work email address, or via Dingding office software given in this Agreement by Party A and judicial authorities shall be deemed to have fulfilled the obligation of document service and notification. Party B shall notify Party A in wiring three days after any change in his/her e-mail address, household registration address or residential address provided by Party B for delivering labor relation management documents and instruments.

12.9 Any dispute between Party A and Party B regarding the Contract shall be resolved first through negotiation. If negotiation fails, either party can refer arbitration to the labor dispute arbitration committee with jurisdiction where Party A is located. If any party is dissatisfied with the ruling, either party may file a lawsuit to the people’s court where Party A is located.

12.10 Both parties have agreed to place this agreement on electronic contract signing platform for signing and storage online in the form of data message. Party B agrees that Party A will submit his/her information to the platform for electronic signature verification and digital certificate generation. Party A and Party B have agreed that Party A will send the agreement to the electronic signing platform to generate contract text, and this agreement shall take effect after both parties have completed the signing with their respective digital certificates. The electronic signing platform applied to this agreement is the e-signing service platform operated by Hangzhou Tiangu Information Technology Co., Ltd. (domain name https://www.tsign.cn) and other electronic signing platforms providing legal and valid electronic signing services.

12.11 The Contract is executed in                      counterparts and takes effect from the date of signing or sealing by both parties; each party shall hold at least one copy.

(Note: Before signing the Contract, both parties shall read through the above terms and conditions carefully, understand and confirm all the terms of this Contract and Annex 1-2, and agree to comply with all the content under the Contract and Annex. The Contract takes effect upon signing or sealing by both parties)

[Signature or seal by both parties]

Party A (seal):	Party B (signature):
DD/MM/YY		DD/MM/YY

Annex 1:

Confidentiality Agreement

The Confidentiality Agreement is the confidentiality regulations of Party A’s group company, its subsidiaries, its branches or its affiliates (hereinafter referred to as the “Company”). It is an annex to the Labor Contract signed between the Company and its employees which has the same legal effect as the Labor Contract. The term “Company” also refers to all subsidiaries, parent company or affiliates of the Company. In accordance with the Labor Contract Law and the Copyright Law, the Company has formulated the following confidentiality regulations for the knowledge and compliance of the employees:

Since Party B has signed a labor contract or an internship agreement with Party A, the identities of both parties are consistent with those stated in the labor contract or internship agreement, that is, Party A is the employer in labor cooperation and Party B is the employee or intern. As Party B has been employed by Party A and thus is bound by the labor contract or internship agreement, Party B has known (or will know) Party A’s trade secrets due to work needs. In order to specify the confidentiality obligation of Party B, ensure that Party B does not compete with Party A during his/her employment, effectively protect Party A’s trade secrets, and prevent such trade secrets from being disclosed publicly or divulged in any form, Party A and Party B, in accordance with relevant laws and regulations of the People’s Republic of China, have entered into the following agreement under the principles of equality, voluntariness, negotiation, honesty and credibility:

1. Trade Secrets

1.1 For the purpose of this Agreement, trade secrets include but are not limited to information/proprietary technology, business information, internal organization information and documents listed as top secret and confidential in the Document Management Measures of Party A. Party B shall undertake the obligation of confidentiality for such trade secrets.

1.2 Information/proprietary technology information includes but is not limited to the technical solution, computer software, database, technical data, technical documents or their combination of relevant products owned or obtained by Party A, which is not disclosed anywhere in their complete form and is not protected as property rights.

1.3 Business information includes but is not limited to relevant business information such as market strategy, market intelligence, operation mode, non-public financial information, contract, information of trading parties and client list related to the Company.

1.4 The Company’s internal information includes but is not limited to the Company’s scale, organization structure, employee’s salary and welfare, performance calculation method, personal wage and all the information related to the business of the Company.

1.5 The matters in which Party A undertakes the confidentiality obligation in accordance with the laws and relevant agreements (such as the technical contract) shall also be deemed as the trade secrets mentioned in the Confidentiality Agreement.

2. Confidentiality Obligation

2.1 Party B is the obligor of confidentiality as referred to in this Agreement. The obligor of confidentiality refers to the person who knows the trade secrets of Party A and receives remuneration or wage from Party A while providing relevant services for Party A. The remuneration or wage paid by Party A to the obligor of confidentiality has included the confidentiality fee, which shall not be paid repeatedly.

2.2 The obligor of confidentiality agrees to make the best efforts for the interests of Party A, and refrain from organizing, participating in or planning to organize or participate in any competitive enterprise during the performance of its duties, or engage in any improper use of the Company’s trade secrets.

2.2.1 The obligor of confidentiality shall strictly keep confidential the Company’s trade secrets that come to his/her knowledge due to his/her identity, post, occupation or technical relationship, and guarantee that such trade secrets will not be disclosed or used, including accidental or negligent disclosure or use;

2.2.2 The obligor of confidentiality shall not disclose and use trade secrets, manufacture equipment to reproduce trade secrets, and take away articles related to trade secrets without authorization for the purpose of competition, for personal gain, for the benefit of a third party, or for intentional harm to the Company; shall not probe into trade secrets irrelevant to its own work or business; shall not directly or indirectly divulge such secrets to irrelevant personnel inside or outside the Company; shall not disclose Party A’s trade secrets to any third party that does not assume the confidentiality obligation; shall not allow (lending, gift, lease, transfer and other acts to deal with Party A’s trade secrets shall be “allow”) or assist any third party who does not assume the confidentiality obligation to use Party A’s trade secrets; shall not duplicate or make public any document or copy of document containing trade secrets of the Company; and shall properly treat the documents relating to the Company or its clients that are kept and contacted by him/her for work purposes, and shall not use them beyond the scope of work without permission;

2.2.3 Where any trade secret is divulged or any trade secret is divulged by Party B’s own fault, it shall take effective measures to prevent further disclosure and report to Party A in time;

2.2.4 After the labor relations terminate, Party B shall return the work-related technical data, equipment, materials and client list to Party A;

2.2.5 If Party B has any confidential information in his/her personal property (such as personal computer), Party B shall provide Party A with copies of such confidential information and permanently delete such confidential information from Party B’s personal property. If the reproduction or deletion mentioned in this article cannot be realized for any reason, at the request of Party A, Party B shall transfer the ownership of the personal property to Party A, and Party A shall pay a reasonable amount of compensation to Party B.

2.2.6 In view of the great value to the Company during competition by trade secrets (including technical secrets and operation secrets) obtained or made by the obligor during his/her employment, Party B hereby declares that: after the labor relations between Party A and Party B terminate, the confidentiality obligation hereunder shall continue to be effective regardless of any reason (such as the termination or dissolution of the Labor Contract) until the relevant confidential information has become generally available to the public (except that such information is generally available to the public as a result of Party B’s disclosure in violation of this Agreement).

3. Termination of Confidentiality Obligation

3.1 Part of trade secrets authorized to be disclosed or used by the Company.

3.2 Part of relevant information and technology that has become public.

4. Liabilities for Breach of Contract

4.1 If the obligor of confidentiality violates the confidentiality obligation under this Agreement, it shall return all the confidentiality allowance actually paid by Party A, and compensate Party A for the liquidated damages equal to at least 24 times the average monthly salary of the obligor of confidentiality in the most recent year.

4.2 If Party B divulges trade secrets to a third party or uses trade secrets to cause losses to the Company, Party B shall compensate the Company for such losses, and the legal affairs department or other departments shall assess the losses caused to Party A by its breach of obligations. The compensation amount shall be no less than RMB 200,000, and the compensation amount shall be based on the actual loss if the loss is assessed to be over RMB 200,000.

4.3 The reasonable expenses paid by Party A for investigating Party B’s breach of contract, such as attorney fees, notarial fees and evidence collection fees, shall be included in the compensation amount for losses.

4.4 Where Party B maliciously divulges trade secrets and causes serious consequences to the Company, the Company shall investigate the legal liability of Party B through legal means in addition to economic losses, and shall investigate the criminal liability of Party B if the circumstances are serious.

5. Methods of Dispute Resolution

5.1 Any dispute arising from the execution of this Agreement may be settled by both parties through negotiation or jointly entrusted to a third party trusted by both parties for mediation. If negotiation or mediation fails, or one party is unwilling to negotiate or mediate, the dispute shall be submitted to the labor arbitration committee where Party A is located for arbitration in accordance with the provisions of the labor arbitration committee.

6. Confirmation of Both Parties

6.1 Before signing this Agreement, both parties have reviewed the content of this Agreement in detail and fully understood the legal meanings of the terms of this Agreement. This Agreement sets out all the agreements and understandings of the Company and the employee with respect to the subject matters of this Agreement, and includes all the discussions and agreements previously reached between both parties with respect to the subject matters. Any amendment or modification of this Agreement or waiver of any right under this Agreement shall not be effective unless signed in writing by the party with impaired rights. Any subsequent adjustment to the liability, wage or remuneration of the employee shall not affect the validity or scope of this Agreement. If one or more of the provisions of this Agreement are held to be invalid by law, the remaining provisions shall remain in full force and effect.

7. Other

7.1 This Agreement shall be made in duplicate. Each party shall hold one original copy, and the two copies shall be combined into one document.

7.2 Non-employment contract: Nothing in this Agreement shall be construed as entering into any employment contract in an express or implied way.

7.3 Any modification of this Agreement shall be subject to the written consent of both parties.

Annex 2:

Non-competition Agreement of Labor Contract

The Non-competition Agreement is the confidentiality standard of Party A’s group company or its subsidiaries or its branches or its affiliated companies (hereinafter referred to as the “Company”), and is an appendix to the Labor Contract signed by and between the Company and the employee, with the same legal effect as the Labor Contract. In accordance with the Labor Contract Law and the Copyright Law, the Company has formulated the following confidentiality regulations for the employee to know and abide by:

This Supplementary Agreement on Non-competition (this Agreement) is made by the following two parties, the parties, date and place of which shall be consistent with the Labor Contract.

For the purposes of this Agreement, Party A and Party B are collectively referred to as “both parties” and individually as “one party”.

WHEREAS:

1. Party A’s group company (as defined below) holds and/or has access to the confidential information, and Party B will or may have access to the confidential information in order to perform his/her job responsibilities at Party A’s group company. Party B is a person who has the confidentiality obligation to Party A’s group company as stipulated by laws and regulations;

2. Party A and Party B have entered into the Labor Contract (hereinafter referred to as the “Labor Contract”). Party B is employed by Party A and takes office in Party A. For specific department and post, please refer to the Labor Contract;

3. Party B is willing to not compete with Party A’s group company during his/her term of office and the non-competition period after termination of employment in accordance with the terms and conditions set forth in this Agreement.

In witness whereof, Party A and Party B, on the basis of equality, voluntariness and integrity, in accordance with relevant laws and regulations of China, have reached an agreement on the following terms and conditions with respect to the matters of non-competition between both parties for mutual compliance:

1 Definitions

Unless the context otherwise requires, the following terms used in this Agreement shall have the meanings set out below:

1.1 Non-competition means that the employer conditionally requires that the employee shall not directly or indirectly engage in the business in competition with Party A, which shall be subject to the provisions of this Agreement.

1.2 Party A’s group company refers to Party A, its branch (if involved), any subsidiary directly or indirectly controlled by Party A, or a company directly or indirectly controlling Party A, a company directly or indirectly controlled by a company that directly or indirectly controls Party A. Any member of the group is referred to as the “Party A’s group company”.

1.3 Related party refers to (i) shareholder, actual controller, director or senior officer of a party or its subsidiary; (ii) immediate or collateral relatives of a party or shareholder, director or senior officer of its subsidiary; (iii) any person or entity that the above person may control or significantly influence by means of equity, voting right, post, ownership and contract. However, Party A and Party B shall not be regarded as the related party of each other under this Agreement.

1.4 Person and entity refer to any natural person, organization, company, firm, government, state or state agency or any joint venture, association, partnership or other entity (whether or not having independent legal personality).

1.5 Term of office refers to the period from the date when Party B formally signs the labor contract or forms the de facto labor contract relationship with Party A’s group company to the termination (or dissolution) of the labor relations between both parties. If Party B continues to be employed by Party A after the retirement age, the term of office shall include the term of office until the date of termination of the employment relationship.

1.6 Competitor refers to any person or entity other than Party A’s group company that engages in or may potentially engage in competitive business, including but not limited to:

1.6.1 Person and entity engaged in competitive business;

1.6.2 Companies or other persons and entities listed in this Agreement that partially overlap with the business scope of Party A:

1.6.3 Any person and entity providing support to the above-mentioned competitors, such as professional consulting or advisory services;

1.6.4 Affiliated enterprises and institutions of the above-mentioned persons and entities.

1.7 Competitive business refers to the business that is in competition with the business engaged in or planned to be engaged in by Party A’s group company.

1.8 Wage refers to the employment remuneration paid by Party A to Party B in cash on a monthly basis during Party B’s term of office. The wage under this Agreement does not include the employment remuneration paid by Party A to Party B in non-cash form and any other rights and interests/benefits.

1.9 Employment refers to the employment of Party B by Party A or other group company.

2 Competition Restriction

2.1 Party B undertakes that during his/her term of office and at any time during the non-competition period, Party B shall not directly or indirectly engage in or participate in any competitive conduct and/or competitive business-related transaction or work, or have an interest relationship with a competitive business or competitor, including but not limited to:

2.1.1 Sets, operates or invests in any competitive business, establishes, participates in, merges, engages in or will engage in any competitive business;

2.1.2 Being employed by any person or entity engaging in or to engage in competitive business (including but not limited to serving as a consultant, director, officer or employee of such person or entity);

2.1.3 Any form of investment, guarantee or financing to any person or entity that is or will be engaged in competitive business (including but not limited to becoming the owner, shareholder, actual controller or creditor of such a person or entity);

2.1.4 Any business dealings with any person or entity that engages in or will be engage in the competitive business (including but not limited to being a business agent, supplier or distributor of such person or entity);

2.1.5 Provide any form of advice, opinion, suggestion, service or assistance to any person or entity engaged in or to engage in competitive business;

2.1.6 Enter into any agreement, make any undertaking or make any other arrangement if such agreement, undertaking or arrangement limits or impairs or is likely to limit or impair the business or interests of the Party A’s group company.

2.2 Party B undertakes that during his/her term of office and at any time during the post-employment non-competition period, Party B shall not directly or indirectly use any means to benefit himself/herself or any person or entity other than Party A’s group company to perform the following acts:

2.2.1 Prompt any director and management personnel of Party A’s group company or Party B to resign by means of persuasion, solicitation, inducement, solicitation or agitation or otherwise, or provide services or assistance to any person or entity other than Party A’s group company;

2.2.2 Prompt any client, supplier, licensee, licensor or other person or entity of Party A’s group company that has an actual or potential business relationship with Party A’s group company (including any potential client, supplier, licensee or licensor) to terminate or change the business relationship with Party A’s group company by means of persuasion, solicitation, inducement, solicitation or agitation or otherwise;

2.2.3 Accept invitations, offers and orders from any client, supplier, licensee, licensor of Party A’s group company (including any potential client, supplier, licensee or licensor), or provide products or services to any such client, supplier, licensee, licensor of Party A’s group company.

2.3 Any of the following circumstances during the non-competition period shall be deemed as Party B’s competition activities and violation of the non-competition obligation:

2.3.1 Receive any remuneration from the competitor (including but not limited to any form or name such as payment, remuneration, labor expenses and dividends), or obtain benefits such as travel, physical objects, shopping cards, consumption cards and reimbursement;

2.3.2 Pay personal income tax, social insurance, or housing funds with the competitor;

2.3.3 Party B’s related party receives any remuneration from the competitor (including but not limited to any form or name such as payment, remuneration, labor expenses and dividends) or obtains benefits such as travel, physical objects, shopping cards, consumption cards and reimbursement, but Party B cannot provide reasonable explanations.

2.4 Party B undertakes that at any time during the employment period and the non-competition period, Party B shall not take any action that may cause Party A and any group company to lose the business opportunity, but shall recommend the business opportunity to Party A.

2.5 Party B shall ensure that his/her related party also strictly complies with the provisions of Article 2 of this Agreement.

3 Non-competition Period

3.1 During Party B’s tenure at Party A;

3.2 Non-competition period after departure: 24 months from the date of Party B’s departure or the maximum non-competition period allowed by Chinese laws and regulations at that time (whichever is longer). However, Party A may still shorten the non-competition period by one of the following means:

3.2.1 Party A notifies Party B in writing of shortening the non-competition period before the departure date (including the date);

3.2.2 Party A notifies Party B in writing of the termination of the non-competition obligation within the non-competition period after departure;

3.2.3 Where Party A fails to notify Party B in writing before (including) the date when Party B leaves office to perform the non-competition obligation, it shall be deemed that Party A exempts the non-competition obligation on Party B, and Party A is not required to pay non-competition compensation.

3.3 After the non-competition period expires or is terminated, Party A is not required to pay non-competition compensation.

3.4 Both parties agree that Party A is not required to pay additional compensation for early termination of the non-competition obligation.

4 Non-competition Compensation and Payment Method

4.1 On the premise that Party B complies with the non-competition obligation under this Agreement, Party A shall pay non-competition compensation specified in Article 4.2 of this Agreement to Party B during the non-competition period. If requested by Party A, Party B shall submit to Party A all supporting materials (including but not limited to the on-the-job certificate issued by Party B’s new employer) to prove that Party B properly complies with the non-competition obligation.

4.2 Non-competition compensation: The standard of non-competition compensation shall be 30% of Party B’s average monthly wage in the 12 months before Party B leaves office.

4.3 When calculating the average monthly wage, Party B’s wage card or the wage actually received by Party B in currency shall prevail. Dividends, options and equity related to equity incentive shall not be included.

4.4 Payment time: After Party B leaves office, the financial department of Party A shall transfer the above compensation to the bank account designated by Party B before the 15th day of each month from the next month after Party B resigns. Notwithstanding the foregoing provisions, during the non-competition period, Party A shall have the right to notify Party B in writing that it will not require Party B to continue to comply with the non-competition obligation. Under such a circumstance, Party A shall have the right to stop paying non-competition compensation to Party B. If the payment is overdue for no more than three months, Party B shall have the right to require Party A to make up the payment, but shall not require to rescind this Agreement or refuse to perform the non-competition obligation on this ground;

4.5 Payment method: Party A shall transfer the compensation to the bank account (or other account confirmed by both parties in writing) where Party B receives the wage. Failure to make payment due to any reason (including but not limited to cancellation of deposit card, banking system fault, etc.) shall not be deemed as overdue payment, and Party B shall not claim no longer to perform the non-competition obligation on this ground. In this case, Party B may collect non-competition compensation in cash from Party A, or Party A may pay the compensation after confirming other collection accounts under the name of Party B in writing.

4.6 If Party B changes his/her domicile address, contact information and bank account, Party B shall notify Party A in writing within 10 days. Where Party A fails to pay non-competition compensation to Party B in time due to Party B’s reasons, Party B shall bear the default liability, and the losses caused thereby shall be borne by Party B, and Party B shall not be exempted from the non-competition obligation during this period.

4.7 If Party B violates the non-competition obligation under this Agreement during the non-competition period, Party A shall have the right to stop the payment of non-competition compensation and investigate Party B’s default liability in accordance with this Agreement.

4.8 If the collection account designated by Party B is not specially designated in writing, Party B’s original bank account for receiving wage shall prevail.

5 Avoidance and Prohibition of Negative Comments and Termination of Employment

5.1 Avoidance. Party B undertakes that when Party A makes decisions on the signing, delivery, performance of this Agreement and any relevant matters, Party B shall not directly or indirectly participate in such decisions. If both parties intend to adjust, change or modify the undertakings, obligations and responsibilities of Party B under this Agreement or substantially cause such adjustment, change or modification during the performance of this Agreement, both parties shall obtain the consent of the board of directors of Party A.

5.2 Prohibition of negative comments. Party B undertakes that he/she shall not defame any group company and/or his/her employees at any time during and after the employment period; shall not, on any occasion and in any form, make any comment or statement detrimental to any group company and/or his/her employees; shall not disclose or tell any third party any information, adverse comment or statement about any group company and/or his/her employees that Party B has learned or heard (whether or not such information, comment or statement is confidential and whether or not it been learned or heard during the employment period).

5.3 After the employment is terminated, Party B shall, as required by Party A, cooperate with Party A to complete the unfinished work on behalf of Party A and hand over the work to other employees of Party A in an orderly manner. If Party A or any group company is sued or arbitrated by a third party due to the employment of Party B in Party A, Party B shall cooperate with Party A or relevant group company to solve such dispute.

5.4 Notice certificate: After the labor contract between Party A and Party B is terminated or rescinded, Party B shall notify his/her rights and obligations under this Agreement to the new employer of Party B. If requested by Party A, Party B shall, within one week, certify to Party A by e-mail or other written form his/her current employer and employment conditions. The certificate includes but is not limited to the certificate of the current employer for whom Party B works and the written statement of performance of the non-competition obligation made by Party B.

5.5 Under any of the following circumstances, Party A may suspend the payment of non-competition compensation to Party B:

5.5.1 Party B fails to explain the current employment conditions as required by this Agreement;

5.5.2 The situation stated by Party B is inconsistent with the actual situation;

5.5.3 Party A has preliminary evidence proving that Party B may violate the non-competition obligation.

In such a case, Party B shall still perform the non-competition obligation. After the above circumstances disappear or Party B proves that it does not violate the non-competition obligation, Party A shall pay the due non-competition compensation within one month.

5.6 Provided that other provisions of this Agreement are not violated, all obligations of Party B under this Agreement shall continue to be effective after the termination of employment.

6 Performance and Discharge of Obligations

6.1 Before Party B leaves office (no later than that day), Party A’s delivery of the Notice on Performance of the Non-Competition Agreement in writing shall be the precondition for both parties to execute the Non-Competition Agreement and Party B’s performance of the non-competition obligation. If Party A fails to send the Notice on Performance of the Non-Competition Agreement to require Party B to undertake the non-competition obligation, it shall be deemed that Party A exempts from the non-competition obligation of Party B. This Agreement shall be dissolved from the date when Party B leaves office and Party A will no longer pay non-competition compensation.

6.2 During the period when Party B formally performs the non-competition obligation after leaving office, Party A may choose to exempt Party B from non-competition business at its own discretion. Party A may, in accordance with relevant national laws and regulations, send the Notice on Dissolving the Non-Competition Agreement in writing by means of direct delivery, reservation service, entrusted service, post service and forwarding service. Party B hereby agrees that the Non-competition Agreement between Party A and Party B shall be terminated as of the date when the notice is delivered to Party B, and Party A shall have the right to stop paying the above-mentioned compensation.

6.3 Where Party A fails to pay the non-competition compensation for non-competition for more than three months in accordance with this Agreement when Party B fully performs the non-competition obligation, Party B may dissolve the Non-competition Agreement according to the law. In case of any dispute arising from the non-competition compensation, Party B shall continue to perform the non-competition obligation during the dispute resolution.

6.4 If Party B refuses to accept, voluntarily gives up, or does not receive non-competition compensation, or Party A cannot normally pay non-competition compensation due to reasons of Party B, the losses caused thereby shall be borne by Party B and Party B shall not be exempted from the non-competition obligation.

6.5 If the standard of non-competition compensation under the Contract is lower than the minimum mandatory standard stipulated by the local government of Party A, Party A shall make up to the minimum standard before the non-competition period expires, and before that, Party B shall still perform the non-competition obligation.

6.6 The departure of Party B from Party A for whatever reason shall not affect the performance of the non-competition obligation under this Agreement.

7 Liability for Breach of Contract

7.1 If Party B violates any of his/her obligations, and undertakings or warranties under this Agreement, it shall be deemed to have seriously violated the rules and regulations and labor discipline. Party A shall have the right to require Party B to undertake the following responsibilities at the same time:

7.1.1 Terminate the Labor Contract, stop/cancel the payment/provision of wage or other employment remuneration to Party B without any compensation;

7.1.2 The benefits obtained from Party B’s non-competition activities shall belong to Party A;

7.1.3 Return the competition economic compensation paid by Party A to Party B;

7.1.4 Shall pay liquidated damages to Party A at a rate equal to 20 times the average monthly wage of Party B in the 12 months prior to the departure.

7.1.5 If the above-mentioned liquidated damages are not enough to cover all the losses of Party A, Party B shall continue to compensate for the actual losses caused to Party A by non-competition activities or violation of confidentiality obligation.

7.2 All claim, loss, liability, compensation, expenses and expenditure directly or indirectly incurred by Party A due to Party B’s breach of contract (including but not limited to the investigation expenses, employment expenses of intermediary agencies, arbitration and litigation expenses paid by Party A for investigating and pursuing Party B’s breach of contract).

7.3 During the term of office and the post-employment non-competition period, if Party A does not pay the non-competition compensation to Party B in case of non-breach of contract by Party B and non-fault of Party B, and still fails to pay the non-competition compensation in full within three months after Party B’s written notice, Party B may stop performing the non-competition obligation under this Agreement, and Party A is not required to pay any non-competition compensation to Party B, but Party B shall continue to perform his/her other undertakings, obligations and responsibilities under this Agreement.

7.4 Where Party A requires Party B to correct the behaviors in violation of the non-competition, and Party B continues to engage in the non-competition activities without correction within one month after receiving Party A’s notice, Party A shall have the right to require Party B to bear the liquidated damages according to the provisions of the preceding paragraph.

7.5 The default liabilities agreed in this Agreement are juxtaposed, and Party A may require Party B to bear all default liabilities. Meanwhile, where Party A claims some of default liabilities to Party B, it shall not be deemed that Party A waives the right to pursue other default liabilities.

7.6 Where Party B shall make compensation according to this Agreement, the compensation may be deducted from the service remuneration or employment remuneration before Party B leaves office.

7.7 If one party breaches any of its representations, warranties or undertakings under this Agreement or fails to perform any of its obligations under this Agreement, to the extent permitted by law, the observant party shall have the right to request a restraining order and/or request a compulsory performance and seek any other appropriate relief.

8 Notice and Service

8.1 During the employment, Party A may deliver the matters related to this Agreement to the address provided by Party B in the Labor Contract or other documents.

8.2 After Party B’s departure, Party A may notify or deliver the notice to Party B by any means such as e-mail, address, household address and mobile phone number provided by Party B in the Labor Contract signed by both parties.

8.3 No matter whether Party B actually views or rejects, Party B shall be deemed to have viewed when Party A sends a notice to Party B by one of the above-mentioned means.

9 Applicable Laws and Dispute Resolution

9.1 The conclusion, performance, alteration, validity, interpretation, execution and dispute resolution of this Agreement shall be governed by Chinese laws and regulations.

9.2 Any dispute or claim arising out of or in connection with this Agreement shall be settled through friendly negotiation between both parties. If negotiation fails within 30 days from the date of occurrence of the dispute or claim, either party may, in accordance with the Labor Dispute Mediation and Arbitration Law of the People’s Republic of China, within 60 days after the occurrence of the dispute, refer the dispute to the local labor arbitration committee for arbitration. Unless otherwise stipulated in the Labor Dispute Mediation and Arbitration Law of the People’s Republic of China or other Chinese laws and regulations, if not satisfied with the arbitration award within 15 days after receiving the award, either party may file a lawsuit with the relevant people’s court.

9.3 To the extent permitted by law, one party may directly file a lawsuit or seek relief to the people’s court with jurisdiction in the place where Party A is located without going through the labor arbitration procedure.

9.4 During the period of arbitration and litigation, both parties shall continue to perform other obligations stipulated in this Agreement.

10 Validity, Alteration and Others of This Agreement

10.1 This Agreement shall take effect from the date of signature or seal by both parties. The nature of the relations (labor relation, service relation, labor dispatch relation, employment relation, etc.) established by Party A and Party B shall be subject to other agreements signed by both parties. However, regardless of the nature of the relation, this Agreement shall become legally effective once it is signed.

10.2 This Agreement shall supersede all prior discussions, negotiations, intentions and agreements between both parties relating to the subject matters of this Agreement.

10.3 This Agreement, (a) in case of any discrepancy with the Labor Contract, shall prevail and shall remain effective after the termination or rescission of the Labor Contract; (b) shall not restrict any party in any respect, to the extent permitted by applicable law and in accordance with the provisions of the Labor Contract, the right to rescind the Labor Contract at any time for any reason or without cause; (c) shall remain effective against the successor and assign of Party A; (d) shall be binding on the successor and agent of Party B.

10.4 If any provision of this Agreement is found to be illegal, invalid or unenforceable by the arbitrator and court, the provision shall be deemed to have been amended so that Party A’s group company can obtain maximum protection to the extent permitted by applicable laws. The legality, validity and enforceability of other provisions of this Agreement shall not be affected.

10.5 All obligations of Party B under this Agreement shall continue to be effective during the duration of Party A, provided that other provisions of this Agreement are not violated. The invalidity of any part of this Agreement shall not affect the validity of other parts of this Agreement. If any part of this Agreement is declared invalid, both parties hereto shall perform this Agreement in accordance with the general principles of this Agreement. The invalid provision shall be replaced by a valid provision that best reflects the intent of both parties to this Agreement at the time of signing this Agreement.

10.6 This Agreement may be modified or supplemented through negotiation by both parties. Any modification or supplement to this Agreement shall be made in writing and signed by both parties. The content modified and/or supplemented shall constitute an integral part of this Agreement.

10.7 Both parties to this Agreement shall implement, take or, if necessary, ensure that any other third party in connection with the performance of this Agreement shall implement and take all acts, warranties or other measures reasonably required to enable the validity, achievement and performance of all the terms and conditions set out in this Agreement.

10.8 The waiver by a party of any right under this Agreement shall not be deemed as a waiver of other rights under this Agreement, nor shall it be deemed as a permanent waiver of such right (unless it is provided under Chinese law that this right may not be re-exercised once it is waived). The failure of either party to this Agreement to exercise or delay in exercising any right under this Agreement shall not constitute a waiver mentioned above and shall not affect its continued exercise of the right; any single or partial exercise of the right under this Agreement shall not preclude the exercise of the rest of the right, nor the exercise of other rights.

10.9 Party B agrees that the non-competition clause contained in this Agreement is necessary to protect the legitimate business interests of Party A’s group company and is fair and reasonable in scope and extent. If the content of any non-competition clause is found to be unreasonable by a court or arbitral institution, such content shall be deemed to be amended, to restrict Party B’s competition with Party A’s group company and enable Party A to seek other relief ways to the maximum extent (in terms of time and geographical area) that a court or arbitral institution may consider reasonable and enforceable.

10.10 Unless otherwise specified in this Agreement or otherwise agreed in writing by both parties, both parties shall be liable for all taxes and fees incurred in connection with the implementation of this Agreement.

10.11 This Agreement shall be made in duplicate. Party A and Party B shall hold one copy respectively with the same legal effect. This Agreement shall come into force on the date of formal signing by both parties.

10.12 Both parties hereby confirm that they have carefully and completely read this Agreement, fully understood the provisions hereof, and agree to perform the above-mentioned Agreement.

11 List of Units That Compete with Party A’s Business (Incomplete and Updatable at Any Time)

S/N	Employer	Remark
1	Zhejiang Transfer Co., Ltd.
2	Huoyibang Logistics Technology Co., Ltd.
3	Nanjing Fuyou Online E-commerce Co., Ltd.
4	Beijing Yunniao Technology Co., Ltd.
5	Beijing Yunke Network Technology Co., Ltd.
6	Shenzhen Qianhai Avatar Logistics Network Technology Co., Ltd.	Yun Bei
7	Shanghai Linke Network Technology Co., Ltd.	Chaoji Huozhu
8	Shanghai Dianwei Information Technology Co., Ltd.	Tiantian Youhuo
9	Kunming Duoli Economic and Trade Co., Ltd.	Duoli International
10	Hebei Jizong Technology Co., Ltd.	Bulk Transport
11	Bolt Technology Co., Ltd.	Bolt
12	Shanghai Platypus Supply Chain Management Co., Ltd.	Duckbill
13	Cai Niao Network Technology Co., Ltd.	Cai Niao Logistics
14	Beijing Jingbangda Trading Co., Ltd.	JD Logistics
15	Jiangsu Suning Logistics Co., Ltd.	Suning Logistics
16	Sichuan Yidatong Technology Co., Ltd.	Yidatong
17	Tianjin 58 Daojia Freight Service Co., Ltd.	Kuaigou Taxi
18	Shenzhen Huolala Technology Co., Ltd.	Huolala
19	Shandong Guang’an Vehicles Technology Co., Ltd.	Snail Truck
20	Shiqiao Car Lease Service Co., Ltd.	Shiqiao
21	GLP Investment (Shanghai) Co., Ltd.	GLP
22	Guangzhou Huitouche Information Technology Co., Ltd.	Shengsheng Huitouche
23	Zhejiang Huoqishi Network Technology Co., Ltd.	Huoqishi
24	Nanjing Yihutong Supply Chain Management Co., Ltd.	Huoyunbao
25	Beijing Yunke Network Technology Co., Ltd.	TMS

(No text below)

Renewal of Labor Contract

The term of this renewed labor contract is      years. The validity period starts from MM/DD/YY to MM/DD/YY.

Party A (seal of the Company):	Party B (signature of the employee):
Signed on:	Signed on:

Modification of Labor Contract

Upon the equality, voluntariness and negotiation of both parties, the following modification shall be made to the Contract:

Party A (seal of the Company): Party B (signature of the employee):

EX-10.3

Exhibit 10.3

Equity Interest Pledge Agreement

This Equity Interest Pledge Agreement (this “Agreement”) is signed by the following parties on February 9, 2021:

Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;

Party B:

1.    Hui Zhang, ID Number **********;

2.    Guizhen Ma, ID Number **********;

Party C: Shanghai Xiwei Information Consulting Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 127, Building 8, No.33 Guangshun Road, Changning District, Shanghai.

(Party A, Party B and Party C are individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    Party A, Party B and Party C have respectively signed the agreements listed in the annex to this Agreement and the annexes to such agreements (collectively referred to as the “Master Contract”);

(2)    Party B holds totally 100% equity of Party C; Party B intends to unconditionally and irrevocably pledge its equity of Party C to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. Party A also agrees to accept the aforementioned secured interest (the “Pledge Right”).

Whereas, after friendly negotiation, Party A, Party B and Party C have agreed the following agreement for joint compliance:

1.     Pledge

Party B agrees to unconditionally and irrevocably pledge all 100% equity of Party C (the “Pledged Equity”) to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. The amount and ratio of capital contribution pledged by each shareholder are as follows:

Name of shareholders	Pledge capital contribution (RMB: 10,000)		Pledge capital contribution ratio (%)
Hui Zhang		1,500		60	%
Guizhen Ma		1,000		40	%
Total		2,500		100	%

2.     Scope of Warranty

The scope of warranty of the pledged equity under this Agreement includes all the obligations of Party B and Party C under the Master Contract (including but not limited to any payment due but yet not paid to Party A, liquidated damages, damage awards, etc.), the costs for the realization of the principal creditor’s right and the pledge right, and all other related costs.

3.     Pledge Period

The equity pledge under this Agreement shall be established from the date when it is registered in the administrative department for industry and commerce of Party C, and shall be terminated when all the master contracts have been fulfilled, expired or terminated (whichever is later). Within the pledge period, if Party B, Party C, and/or their legal assignees or successors fail to fulfill any of their obligations under any master contract, or any event of default under Article 8.1 of this Agreement occurs, Party A shall have the right to dispose of the pledge equity according to the provisions of this Agreement.

4.     Registration

4.1 Party B and C undertake to Party A that they will (i) record the equity pledge issue under this Agreement on the register of shareholders of Party C on the signing date of this Agreement and will submit the register of shareholders after the equity pledge is recorded to Party A; (ii) deliver the capital contribution certificate issued by Party C to Party B to Party A on the signing date of this Agreement; and (iii) within ten working days since the signing date of this Agreement or with other feasible shortest period, register the aforementioned equity pledge to the relevant industrial and commercial registration authority for filing, and obtain the relevant registration and filing written certificates from the registration authority. On the premise of abiding by other provisions of this Agreement, during the term of this Agreement, except for registration and amendment required by Party C’s operation, Party C’s register of shareholders will be kept by Party A or its designated personnel.

4.2    Party B and Party C further undertake that after the signing of this Agreement, with Party A’s prior written consent, Party B can increase the capital on Party C; after the capital increase, Party B and Party C shall sign an Equity Interest Pledge Agreement with Party A additionally, and shall pledge all equity after capital increase to Party A; at the same time, carry out necessary amendments to the register of shareholders and the amount of equity contribution of the relevant company immediately, and perform the pledge procedure stipulated in Article 4.1.

4.3    All costs and actual expenses related to this Agreement, including but not limited to registration fee, cost of production, stamp duty, and any other taxes and expenses, shall be borne by each party respectively according to the relevant laws and regulations.

5.     Representations and Warranties of Party B and Party C

Party B and Party C hereby separately and jointly represent and warrant to Party A as follows:

5.1    Party B, as the legal owner of the pledge equity, has no dispute about the ownership of the pledge equity that has or may occur. Party B has the right to dispose of part and/or all of the pledge equity, and such right to dispose of is not restricted by any third party.

5.2    Except for the pledge right stipulated in this Agreement, the power of attorney stipulated in the Power of Attorney and the call option stipulated in the Exclusive Option Agreement, Party B has not set any other security rights or third party rights and other encumbrances on the pledge equity.

5.3    This Agreement is properly signed between Party B and Party C, constituting legal, effective and binding obligations on them.

5.4    Party B and Party C sign and fulfill this Agreement and all applicable laws, any agreement with them as one party or with binding force on their assets, any court decision, any arbitration organ’s arbitrament, and any administrative organ’s decision (if any), without any violation or conflict.

5.5    On the premise of permitted by Chinese law, the pledge under this Agreement constitutes the security interest of the first order for the pledge equity.

5.6    Party B and Party C fully understand the content of this Agreement, and their signing and performance of this Agreement are voluntary, with all the meanings true. Party B and Party C have taken all necessary measures according to Party A’s reasonable requirements, obtained all internal authorizations required by the signing and performance of this Agreement, and signed all necessary documents to ensure that the equity pledge under this Agreement is legal and effective.

5.7    In the duration of this Agreement, Party B and Party C shall abide by and implement all Chinese laws and regulations related to the pledge of rights. Upon receipt of notices, instructions or suggestions issued by the relevant competent authorities on pledge equity, they shall show the above notices, instructions or suggestions to Party A within five (5) working days, and at the same time abide by the above notices, instructions or suggestions, or raise objections and statements on the above matters according to Party A’s reasonable requirements or with Party A’s written consent.

5.8    Party B and Party C will not implement, nor promote or allow other parties to conduct any behaviors that may detract, harm or otherwise damage the value of the pledge equity or the pledge right of Party A. Party B and Party C shall notify Party A in writing within five (5) working days from the date when they have known any events and behaviors that may affect the value of the pledge equity or the pledge right of Party A. Party A shall take no responsibility for any decrease in the value of the pledge equity, and Party B and Party C shall have no right to recourse or make any request to Party A in any form.

5.9    Under the condition of complying with the relevant Chinese laws and regulations, the equity pledge under this Agreement is a continuing guaranty and remains fully effective in the duration of this Agreement. Even if Party B or Party C is insolvent, liquidated, incapacitated, or has changes in organization or status, or has any capital offset between the parties, or any other event, the equity pledge under this Agreement will not be affected.

5.10    For the purpose of implementing this Agreement, Party A has the right to dispose of the pledge equity in the way stipulated in this Agreement, and Party A shall not be subject to any interruption or impairment through the legal process by Party B or Party C, or the successor of Party B or Party C, or the consignor of Party B or Party C or anyone else, when Party A exercises its rights according to the terms of this Agreement.

5.11    In order to protect or improve this Agreement’s guarantee for Party B and Party C to fulfill the obligations under the Master Contract, Party B and Party C will sign in good faith, and urge other interested parties related to the pledge equity to sign all the certificates and contracts of rights related to the implementation of this Agreement and required by Party A, and/or perform or urge other interested parties to fulfill behaviors required by Party A and related to the implementation of this Agreement, and provide convenience for the exercise of the rights and authorizations granted to Party A under this Agreement.

In order to guarantee the interests of Party A, Party B and Party C will abide by and perform all warranties, undertakings, agreements, representations and conditions. If Party B and/or Party C fails to perform or incompletely performs their warranties, undertakings, agreements, representations and conditions, causing damages to Party A, Party B and/or Party C shall compensate Party A for all losses incurred thereby.

6.     Undertakings by Party B

Party B hereby undertakes to Party A as follows:

6.1    Without Party A’s prior written consent, Party B shall not re-establish or allow to establish any new pledge or any other security interest on the pledge equity, and any fully or partly established pledge on the pledge equity without Party A’s prior written consent or any other security interest will be invalid.

6.2    Without prior written notice to Party A and obtaining its prior written consent, Party B shall not transfer the pledge equity, and all of Party B’s actions of transferring the pledge equity without Party A’s prior written consent will be invalid.

6.3    When any lawsuit, arbitration or other request occurs, and may adversely affect Party A’s rights and interests or pledge equity under this Agreement, Party B shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party A’s reasonable requirements, to ensure Party A’s pledge rights and interests on pledge equity.

6.4    Party B shall not conduct or allow any behavior that may adversely affect Party A’s interests and rights or pledge equity under the Master Contract and this Agreement.

6.5    Party B shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party A’s reasonable requirements to ensure Party A’s pledge rights and interests on the pledge equity and the exercise and realization of such rights.

6.6    If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party B shall warrant to take all measures to realize such transfer.

6.7    Party B will provide Party A with Party C’s financial statements of the previous Gregorian calendar quarter within the first month of each Gregorian calendar quarter, including (but not limited to) balance sheet, income statement and cash flow statement.

7.     Undertakings by Party C

Party C hereby further undertakes to Party A as follows:

7.1    Without Party A’s prior written consent, Party C will not assist or allow Party B to re-establish any new pledge or any other security interest on the pledge equity.

7.2    Without the prior written consent of Party A, Party C will not assist or allow Party B to transfer the pledge equity.

7.3    When any lawsuit, arbitration or other request occurs, and may adversely affect the pledge equity or Party A’s rights and interests under this Agreement, Party C shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party A’s reasonable requirements, to ensure Party A’s pledge rights and interests on pledge equity.

7.4    Party C shall not conduct or allow any behavior that may adversely affect Party A’s interests and rights or pledge equity under the Master Contract and this Agreement.

7.5    Party C shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party A’s reasonable requirements to ensure Party A’s pledge rights and interests on the pledge equity and the exercise and realization of such rights.

7.6    If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party C shall warrant to take all reasonable measures to realize such transfer.

8.     Event of Exercise and Exercise of Pledge

8.1    In case of any of the following events (the “Event of Exercise”), Party A may choose to request Party B or Party C to immediately and fully perform all of its obligations under this Agreement, and the pledge right established under this Agreement can also be exercised immediately:

(a)    Any representations, warranties or undertakings made by Party B and Party C in this Agreement or the Master Contract are inconsistent, incorrect, untrue or no longer correct or true in any respect; or Party B, Party C or their legal assignees or successors violate or fail to abide by any of its obligations under this Agreement or the Master Contract or any undertakings and warranties that made; or

(b)    Any one or more of the obligations of Party B, Party C or their legal assignees or successors under this Agreement or any master contract are deemed as illegal or invalid transactions; or

(c)    Party B or Party C or their legal assignees or successors seriously violate their obligations under this Agreement.

8.2    In case of any of the above exercise events, Party A may exercise the pledge right by purchasing at a discount, appointing other party to purchase at a discount, auction or sell the pledge equity according to the relevant Chinese laws and regulations. Party A can exercise the pledge right under this Agreement without needing to first exercise other guarantees or rights, or take other measures or procedures against Party B and/or Party C or anyone else.

8.3    Upon the request of Party A, Party B and Party C shall take all legal and appropriate actions required by Party A to enable it to exercise the pledge right according to this Agreement. For this purpose, Party B and Party C shall sign all the documents and materials reasonably required by Party A, and shall implement and handle all actions and issues reasonably required by Party A.

9.     Transfer

9.1    Unless with the prior written consent of Party A, Party B and Party C shall have no right to grant or transfer any of their rights and obligations under this Agreement to any third party, but not including the Exclusive Option Agreement signed between Party B and Party A.

9.2    This Agreement is binding upon Party B and its legal assignees or successors, and is valid for Party A and each legal assignee or successor.

9.3    Party A may transfer all or any of its rights and obligations under the Master Contract to its designated party (which may be a natural person/legal person) at any time, in this case, the assignee shall enjoy and assume the rights and obligations that Party A enjoys and assumes under this Agreement, just as it shall enjoy and assume as a party to this Agreement. When Party A transfers the rights and obligations under the Master Contract, upon the request of Party A, Party B and/or Party C shall sign relevant agreements and documents with regard to such transfer.

9.4    If any change of Party in this Agreement is caused by the above transfer of Party A, both parties to the new pledge shall sign another pledge agreement, and Party B and Party C shall assist the assignee in handling all the equity pledge registration changes (if applicable).

10.     Fundamental Change of Circumstances

10.1    As a supplement, and without violating other terms of the Master Contract and this Agreement, if at any time, due to the promulgation or change of any Chinese laws, regulations or rules, or due to the change of interpretation or application of such laws, regulations or rules, or due to the change of related registration procedures, Party A deems that it becomes illegal to keep this Agreement effective and/or dispose of the pledge equity in the way stipulated in this Agreement or violates such laws, regulations or rules, Party B and C Party shall immediately take any action, and/or sign any agreements or other documents following Party A’s written instructions and according to Party A’s reasonable requirements, so as to:

(a)    Maintain this Agreement effective;

(b)    Facilitate to dispose of the pledge equity in the way stipulated in this Agreement; and/or

(c)    Maintain or realize the guarantee established or intended to be established in this Agreement.

11.     Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.

12.     Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.

13.     Force Majeure

Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

14.     Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.

Party A: Jiangsu Manyun Logistics Information Co., Ltd.

Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing, China

Party B: Hui Zhang

Address: **********

Party B: Guizhen Ma

Address: **********

Party C: Shanghai Xiwei Information Consulting Co., Ltd.

Address: Room 127, Building 8, No.33 Guangshun Road, Changning District, Shanghai

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

15.     Supplementary Provisions

15.1    This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.

15.2    This Agreement shall take effect since the date of signing by all parties and will be terminated after all obligations under the Master Contract are fully implemented or terminated for any reason.

15.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

15.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

15.5    All parties shall bear and pay the taxes involved in this Agreement according to law.

15.6    Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.

15.7    This Agreement is written in Chinese. The original is made in sextuplicate. Party A and Party C hold one copy for each; Party B holds two copies; the remaining two originals shall be submitted to the related industrial and commercial registration authority for filing.

(No text below)

(Signature page to Equity Interest Pledge Agreement)

Party A: Jiangsu Manyun Logistics Information Co., Ltd.

By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Party B:
By:	/s/ Hui Zhang
Name:	Hui Zhang
By:	/s/ Guizhen Ma
Name:	Guizhen Ma

Party C: Shanghai Xiwei Information Consulting Co., Ltd.

By:	/s/ Tianye Miao
Name:	Tianye Miao

Annex

[This page is an annex to the Equity Interest Pledge Agreement]

List of Agreements

1.    Exclusive Service Agreement

2.    Exclusive Option Agreement

3.    Power of Attorney

EX-10.4

Exhibit 10.4

Spousal Consent Letter

To: Jiangsu Manyun Logistics Information Co., Ltd.

I am [Name of Covenantor]    (ID No.:______________, the spouse of [Name of Shareholder], a shareholder of Shanghai Xiwei Information Consulting Co., Ltd. (the “Shanghai Xiwei”). [Name of Shareholder] currently holds _____% of equity in Shanghai Xiwei. Shanghai Xiwei and your company signed the Exclusive Service Agreement on September 10, 2014. Shanghai Xiwei, shareholders of Shanghai Xiwei, and your company signed the Exclusive Option Agreement on February 9, 2021, signed the Power of Attorney on February 9, 2021, and signed the Equity Interest Pledge Agreement on February 9, 2021 (collectively referred to as the “Control Agreements”). [Name of Shareholder] issued the Power of Attorney on February 9, 2021 (the “Power of Attorney”), in order to protect the benefits of your company in the control agreements, I hereby irrevocably make the following undertakings to your company:

1. I fully understand and agree to the above control agreements and the Power of Attorney signed by [Name of Shareholder]. Such control agreements and the Power of Attorney are solely owned by [Name of Shareholder], who shall assume the relevant rights and obligations, and I do not enjoy nor assume any rights and obligations that stipulated or agreed;

2. I confirm that the equity of Shanghai Xiwei held by [Name of Shareholder] and all the rights and interests attached to it are not the common property of myself and my spouse [Name of Shareholder];

3. I will not and shall not participate in the operation, management, liquidation, dissolution and other business of Shanghai Xiwei in the future, and will not claim any rights and interests related to the equity and assets of Shanghai Xiwei; my spouse [Name of Shareholder] can independently make any decision related to Shanghai Xiwei, and its effect will not be limited or affected by my decision, even if I and my spouse [Name of Shareholder] are divorced;

4. In order to protect Shanghai Xiwei’s equity under the structural contract and achieve the purpose involved, if I need to sign the relevant documents or perform the relevant procedures with regard to the held equity of Shanghai Xiwei or the fulfillment of the control agreements, I hereby authorize my spouse [Name of Shareholder] from time to time to sign all necessary documents or perform all necessary procedures for me and on my behalf, and I hereby confirm and agree all the relevant documents signed or procedures performed by my spouse [Name of Shareholder];

5. My confirmation, consent, undertakings and authorization in this letter will not be revoked, damaged, invalidated or otherwise adversely affected by Shanghai Xiwei’s registered capital increase, decrease, bankruptcy, reorganization, merger, division, shareholder change or other similar events, and will not be revoked, damaged, invalidated or otherwise adversely affected by my loss of capacity for civil conduct, demise, qualification loss of spouse, divorce or other similar events.

I signed this Spousal Consent Letter on February 9, 2021, and this Spousal Consent Letter, after signed by me, will take effect on the date when the control agreements come into force.

(Signature page to Spousal Consent Letter)

By:
Name:	[Name of Covenantor]

Schedule of Material Differences

One or more spouse consent letters using this form were executed. Pursuant to Instruction ii to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:

No	Name of Variable Interest Entity	Name of Shareholder	Name of Covenantor	% of Shareholder’s Equity Interest in the VIE
1	Shanghai Xiwei	Hui Zhang	Li Hou		60	%
2	Shanghai Xiwei	Guizhen Ma	Erxia Xu		40	%

EX-10.5

Exhibit 10.5

Power of Attorney

This Power of Attorney (this “Agreement”) is signed by the following parties on February 9,2021:

(1)    Jiangsu Manyun Logistics Information Co., Ltd. (the “Sole Proprietorship”), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;

(2)    All entities listed in Annex I of this Agreement (the “Authorized Party”); and

(3)    Shanghai Xiwei Information Consulting Co., Ltd., (the “Domestic Company”) a limited liability company established and validly existing under Chinese law, with its registered address at Room 127, Building 8, No.33 Guangshun Road, Changning District, Shanghai.

(Sole Proprietorship, Authorized Party and Domestic Company are hereinafter referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    The Authorized Party is a registered shareholder of the Domestic Company and holds 100% of the equity of the Domestic Company;

(2)    The Authorized Party intends to authorize the Sole Proprietorship (through its designated individuals) to exercise its voting rights in the Domestic Company, and to exercise all the voting rights enjoyed by it as a shareholder of the Domestic Company on behalf of the Authorized Party. The Sole Proprietorship intends (through its designated individuals) to accept such entrustment.

Whereas, all parties of the Agreement have reached the following through friendly negotiation:

1.    Voting Rights

1.1    The Authorized Party as a whole hereby irrevocably and unanimously agrees to authorize the Sole Proprietorship to act on behalf of the Authorized Party as a shareholder of the domestic company at its shareholders meeting within the proxy period specified in this Agreement to exercise all the voting rights (the “Voting Rights”) enjoyed according to the applicable laws of China and the Articles of Association of a domestic company. The Sole Proprietorship enjoys 100% of the voting rights represented by the registered capital of all domestic companies.

1.2    The above voting rights include but are not limited to the following rights:

1.2.1    Determine the business policies and investment plans of domestic companies;

1.2.2    Elect and replace the directors of domestic companies and determine their remuneration;

1.2.3    Elect and replace the supervisors of domestic companies and determine their remuneration;

1.2.4    Approve any reports prepared by the board or executive directors of domestic companies;

1.2.5    Approve any reports prepared by the board of supervisors or supervisors of domestic companies;

1.2.6    Approve the annual financial budget and final accounts of domestic companies;

1.2.7    Approve the profit distribution plans and the loss recovery plans of domestic companies;

1.2.8    Determine any increase or decrease in the registered capital of domestic companies;

1.2.9    Determine the issue of any corporate bonds by domestic companies;

1.2.10    Determine the merger, division, reorganization, termination and liquidation of domestic companies;

1.2.11    Determine the changes in the business scope of domestic companies;

1.2.12    Modify the articles of association of domestic companies;

1.2.13    Determine any changes in the scope of operation or nature of the domestic companies;

1.2.14    Determine the dividends and other distribution policies of domestic companies;

1.2.15    Determine to borrow any loan from any third party in the name of a domestic company;

1.2.16    Determine to sell, transfer or otherwise dispose of major assets or rights of domestic companies to any third party, including but not limited to intellectual property rights;

1.2.17    Determine to set any security interest in the major assets (tangible or intangible assets) of domestic companies, regardless of the purpose of the security;

1.2.18    Determine to transfer any agreement or contract with a domestic company as a party to any third party;

1.2.19    Determine any loan provided or lent by a domestic company to any party; and

1.2.20    Determine other matters that may have a significant impact on any rights, obligations, assets or operations of a domestic company.

1.3    The Sole Proprietorship shall exercise the voting rights described in this Agreement by designating one (1) natural person. After the Sole Proprietorship selects a natural person, it shall notify the Authorized Party in writing. The Authorized Party shall sign the power of attorney in the format shown in the Annex II: to the natural person. Unless the Sole Proprietorship requires to replace the designated natural person through a written notice, the Authorized Party shall not withdraw the authorization of the natural person without authorization. If the Sole Proprietorship changes the designated natural person, the Authorized Party shall immediately terminate the signed power of attorney on the replaced person, and shall sign a new power of attorney to authorize the Sole Proprietorship to re-appoint a person.

1.4    The Sole Proprietorship agrees to accept the authorization of the authorized party according to the provisions of Article 1.1 in the above, and to exercise the voting rights on behalf of the Authorized Party according to the terms and conditions of this Agreement.

1.5    The Authorized Party hereby irrevocably authorizes the Sole Proprietorship to sign and/or stamp on all the relevant legal documents related to the exercise of any rights enjoyed by the Authorized Party as a shareholder of the domestic company on behalf of the Authorized Party.

2.     Exercise of Voting Rights

2.1    For any matters approved by the Sole Proprietorship based on the exercise of the voting rights granted under this Agreement, the Sole Proprietorship may request the Authorized Party to sign the relevant resolutions of the domestic company’s shareholders meeting or any other similar written documents when it deems necessary.

2.2    The Sole Proprietorship shall report to the Authorized Party on the exercise of the voting rights granted under this Agreement at any time when it deems appropriate. Upon termination of this Agreement, the Sole Proprietorship shall report to the Authorized Party the results related to its exercise of the voting rights granted under this Agreement.

3.     Proxy Period

3.1    The proxy period under this Agreement shall start from the effective date of this Agreement to (i) The completion date of equity transfer (as defined hereunder); or (ii) The termination of the domestic company (whichever occurs earlier). The “Completion Date of Equity Transfer” shall refer to the date when the domestic company has completed the procedures for the registration of change of shareholders in the competent administrative department for industry and commerce, and when the Sole Proprietorship and/or a third party designated by it has become the registered and legal ownership of all equity of the domestic company.

3.2    After all parties have reached a consensus through negotiation, all parties of this Agreement can adjust the proxy period under this Agreement at any time through negotiation, provided that any such adjustment must be clearly made in the form of a written agreement.

4.     Proxy Remuneration

The Sole Proprietorship hereby agrees that the Authorized Party is not obligated to pay any remuneration to the Sole Proprietorship for its exercising any rights granted under this Agreement on behalf of the Authorized Party.

5.     Representations and Warranties

5.1    The Authorized Party hereby separately represents and guarantees as follows:

5.1.1    It is a Chinese citizen with full capacity; it has complete and independent legal status and legal capacity, and has obtained proper authorization to sign, deliver and perform this Agreement, and can independently act as a subject of litigation.

5.1.2    It has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

5.1.3    It is a registered and legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.

5.2    The Sole Proprietorship and the Domestic Company hereby separately and jointly declare and guarantee as follows:

5.2.1    It is a limited liability company duly registered and legally existed according to the law of the registration place, with independent legal person qualification. It has complete and independent legal status and legal capacity to sign, deliver and fulfill this Agreement, and can independently act as a subject of litigation.

5.2.2    It has the full power and authorization within the Domestic Company to sign and deliver this Agreement and all other documents to be signed and are related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement.

5.3    The Domestic Company further declares and guarantees as follows:

The Authorized Party is a registered legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and the Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.

6.     Default Liability

6.1    If any authorized party directly or indirectly violates any provision of this Agreement, or fails to perform or fails to timely and fully perform any of its obligations under this Agreement, the authorized party shall be deemed to have violated this Agreement and the Sole Proprietorship can request the authorized party to correct its violation or non-performance by written notice, take adequate, timely and effective measures to eliminate the consequences of the above violation or non-performance, and compensate the sole proprietorship for the losses caused by the violation or non-performance of the authorized party.

6.2    Once a breach of contract occurs, and the Sole Proprietorship believes that this breach has caused the unfeasible or unfair performance of any of its obligations under this Agreement based on its reasonable and objective judgment, the Sole Proprietorship may notify the Authorized Party in writing to temporarily suspend the performance of its obligations under this Agreement until the Authorized Party has stopped its breach of contract, has taken timely and effective measures to eliminate the consequences therefrom, and has compensated the Sole Proprietorship for the losses caused by the above breach of contract.

6.3    The losses suffered by the Sole Proprietorship due to the breach of contract of the Authorized Party and can be repaid by the Authorized Party shall include all direct economic losses suffered by the Sole Proprietorship due to or related to the Authorized Party’s breach of contract, any expected indirect losses, and any other extra charges incurred thereof, including but not limited to attorney fees, litigation and arbitration fees, financial expenses and travel expenses. If this Agreement has any other express provision on the amount of liquidated damages, that provision shall apply.

7.     Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other addresses known by all parties of this Agreement.

Jiangsu Manyun Logistics Information Co., Ltd.

Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing, China

Authorized Party: Hui Zhang

Address: **********

Authorized Party: Guizhen Ma

Address: **********

Shanghai Xiwei Information Consulting Co., Ltd.

Address: Room 127, Building 8, No.33 Guangshun Road, Changning District, Shanghai

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

8.     Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of other parties, no party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.

9.     Effectiveness, Amendment and Termination

9.1    This Agreement shall take effect after being signed by all parties to this Agreement, and shall expire at the end of the proxy under this Agreement.

9.2    If any shareholder transfers all its equity held in a domestic company to the Sole Proprietorship or its designated third party before the expiry of this Agreement, the shareholder shall be exempt from any restrictions regulated in this Agreement from the date of completion of equity transfer.

9.3    Each shareholder hereby irrevocably and permanently waives its right to terminate this Agreement.

9.4    After all the parties of this Agreement have signed a written agreement, this Agreement could be supplemented or amended in writing. The amendment agreement and supplementary agreement (if any) of this Agreement shall become a part of this Agreement after being signed by all the parties of this Agreement and shall be binding upon all parties.

9.5    The Authorized Party agrees that the Sole Proprietorship has the right to terminate this Agreement in advance without any reason after notifying the Authorized Party ten (10) days in advance in writing, without any liability for breach of contract. Notwithstanding the above regulations, the Authorized Party shall not terminate this Agreement in advance for any reason without the prior written consent of the Sole Proprietorship.

9.6    Any early termination of this Agreement shall not affect any rights granted to or obligations assumed by either party prior to the date of such termination according to the terms of this Agreement.

10.     Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the domestic company is located for property preservation or take other measures permitted by law, so as to support the arbitration.

11.     Miscellaneous

11.1    All the titles contained in this Agreement are set for convenient access only and shall not affect the interpretation to any provisions of this Agreement in any way.

11.2    If all or any part of any provision of this Agreement is recognized to be unenforceable due to violation of any law or government regulation or any other reason, the provisions of that part shall be deemed deleted; but such deletion shall not affect the legal effect of any other part of this provision or any other provisions of this Agreement. In this case, all parties of this Agreement shall negotiate to reach new provisions to replace the invalid or unenforceable terms in the above.

11.3    If any shareholder violates any provisions of this Agreement, such violation shall not affect the rights and obligations of other parties under this Agreement and any other related agreements, as well as the fulfillment and execution of this Agreement and such other agreements. Each authorized party shall bear joint and several liability for any and all obligations and responsibilities of other authorized parties under this Agreement.

11.4    Unless otherwise agreed in this Agreement, the failure or delay of any party to exercise any of its rights, powers or privileges under this Agreement shall not be deemed as a waiver of such rights, powers or privileges, and solely or partly exercise of any rights, powers or privileges under this Agreement shall not impede the exercise of any other rights, powers and privileges herein.

11.5    This Agreement shall benefit all parties herein and their respective successors and legal assignees, and shall be binding upon them.

11.6    The original agreement is in made in quadruplicate, with each party holding one copy. All the originals of this Agreement shall have the same effect.

(No text below)

(Signature page to Power of Attorney)

Sole Proprietorship: Jiangsu Manyun Logistics Information Co., Ltd.

By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Authorized Party:
By:	/s/ Hui Zhang
Name:	Hui Zhang
By:	/s/ Guizhen Ma
Name:	Guizhen Ma

Domestic Company: Shanghai Xiwei Information Consulting Co., Ltd.

By:	/s/ Tianye Miao
Name:	Tianye Miao

Annex I

Authorized Party

No	Name	PRC ID Number
1.	Hui Zhang	**********
2.	Guizhen Ma	**********

Annex II

[This page is Annex II to the Power of Attorney]

Letter of Authorization

I, Hui Zhang (ID No. **********) hereby irrevocably authorize Jiangsu Manyun Logistics Information Co., Ltd. (“WFOE”) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.

The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Company’s dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.

Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOE’s written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOE_s

Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.

Principal:

Hui Zhang (Signature): /s/ Hui Zhang

Date: February 9, 2021

Letter of Authorization

I, Guizhen Ma (ID No. **********) hereby irrevocably authorize Jiangsu Manyun Logistics Information Co., Ltd. (“WFOE”) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.

The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Company’s dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.

Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOE’s written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOE_s

Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.

Principal:

Guizhen Ma (Signature): /s/ Guizhen Ma

Date: February 9, 2021

EX-10.6

Exhibit 10.6

Exclusive Service Agreement

This Exclusive Service Agreement (“This Agreement”) was signed by the following parties on September 10, 2014:

Party A: Beijing Manyun Logistics Information Co., Ltd., a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at Room A239, 2F, No.88 Xiangshan Road, Haidian District, Beijing; and

Party B: Shanghai Xiwei Information Consulting Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 210, Building 7, No.1155 Jiatang Road, Jiading District, Shanghai.

(Party A and Party B are collectively referred to as “both parties” and individually as “one party”.)

Whereas:

(1)    Party A is a wholly foreign-owned enterprise registered and established according to law, with strong technical development & support capability, and rich experience in terms of software technology support and technical service.

(2)    Party B is mainly engaged in technology development, technology promotion, basic software services and application software services. In the process of operation and management, Party B needs technical support and services from the professional technical company.

In witness whereof, through friendly consultation and based on the principle of equality and mutual benefit, both parties hereby agree to and abide by the following terms:

1     Technical Support and Technical Services

1.1    Party A agrees to provide technical support and services to Party B in accordance with the terms and conditions of this Agreement, and Party B agrees to accept the technical support and services provided by Party A in accordance with the terms and conditions of this Agreement. The specific contents of technical support and technical services are as follows:

(1)    Party A shall conduct research and development on relevant technologies according to business requirements of Party B;

(2)    Party A shall be responsible for the daily maintenance, monitoring, debugging and troubleshooting of Party B’s computer network equipment;

(3)    According to Party B’s requirements from time to time, Party A shall conduct relevant investigation and research, collect relevant data and materials, and issue investigation and research results and reports on specialized technical problems and needs during its operation within specified time as required by Party B;

(4)    Party A shall provide Party B with technical designs, schemes, drawings, data, parameters, standards, procedures, research results of similar technology, reports, materials and data including but not limited to those in connection with Party B’s technical problems during operation;

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(5)    Party A shall promptly answer the technical questions raised by Party B and assign personnel to solve the technical problems on site when necessary;

(6)    Party A shall provide other relevant technical support and technical services to Party B according to the provisions of this Agreement.

1.2    Party B shall actively cooperate with Party A to complete the aforesaid work, and shall be responsible for providing relevant data, technical requirements and technical specifications needed. Party B agrees that Party A has the right to designate a third party to provide the management & consulting services described in Article 1.1 of this Agreement.

1.3    This Agreement is valid permanently. Party B shall not terminate this Agreement in advance within the validity period of this Agreement. Notwithstanding the foregoing, Party A has the right to terminate this Agreement at any time by sending a written notice to Party B thirty (30) days in advance. If Party A dissolves this Agreement in advance due to Party B, Party B shall pay Party A the service fee for the completed services and jointly compensate Party A for the actual economic losses caused thereby.

2     Exclusivity

Party A is the exclusive provider providing technical support and technical services to Party B under this Agreement. Within the validity period of this Agreement, Party B shall not sign any same or similar agreements with any other third party, and shall not accept any same or similar technical support and services provided by any third party without the prior written consent of Party A.

3     Intellectual Property

Any and all intellectual property rights arising from the performance of this Agreement, including but not limited to copyright, patent rights and technical secrets, shall be owned by Party A, and Party B shall not enjoy any other rights except those stipulated in this Agreement. Both parties agree that this article will survive the change, cancellation or termination of this Agreement.

4     Service Fees

Both parties agree that, as the consideration for the technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in full and on time according to the following provisions. The amount and payment method of service fees are detailed in Annex I of this Agreement. This annex may be amended on the basis of implementation after negotiations between both parties.

5     Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other party, neither party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless both parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing.

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This article shall survive any change, cancellation or termination of this Agreement.

6     Representations and Warranties of Party A

6.1    Party A is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.

6.2    Party A has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

7     Representations and Warranties of Party B

7.1    Party B is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.

7.2    Party B has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

7.3    Party B shall promptly report to Party A the situations that have or may have significant adverse effects on business and operation of Party B, and try its best to prevent the occurrence of such situations and/or the expansion of losses.

7.4    Without the written consent of Party A, Party B shall not dispose of its important assets in any form, nor change its existing shareholding structure.

8     Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, it’s in violation of this Agreement and should compensate for all direct and any anticipated indirect losses caused to the other party.

Party B shall be jointly and severally liable for the expenses actually paid by Party A arising from or related to litigation, claims or other requests for services provided by Party A according to this Agreement or Party B’s requirements, as well as any compensation, losses, damages and expenses that can be proved by Party A by providing payment voucher and shall compensate Party A for all the losses in full.

9     Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or fax number or other address or fax number known by both parties.

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Party A: Beijing Manyun Logistics Information Co., Ltd.

Address: Room A239, 2F, No.88 Xiangshan Road, Haidian District, Beijing

Fax:

Party B: Shanghai Xiwei Information Consulting Co., Ltd.

Address: Room 210, Building 7, No.1155 Jiatang Road, Jiading District, Shanghai

Fax: /

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted. Any notice or communication sent by fax shall be deemed to have been delivered after being sent.

10     Force Majeure

If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other party by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, both parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

11     Supplementary Provisions

11.1    All disputes arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If both parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration award shall be final and binding on both parties. Unless otherwise awarded by the arbitral court, the arbitration expenses shall be borne by the losing party. During the arbitration, both parties have the right to apply to the people’s court where Party B is located for property preservation or take other measures permitted by law, so as to support the arbitration.

11.2    The conclusion, effectiveness, performance, modification, interpretation and termination of this Agreement shall be governed by Chinese laws.

11.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

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11.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

11.5    This Agreement shall be binding on the legal assignees or successors of both parties.

11.6    Both parties shall bear and pay the taxes involved in this Agreement according to law.

11.7    This Agreement shall come into force from the date of execution hereof by both parties.

11.8    This Agreement shall be made in Chinese with two originals and each party shall hold one original.

[No text below]

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[Signature page to Exclusive Service Agreement]

Party A: Beijing Manyun Logistics Information Co., Ltd.
By:	/s/ Hui Zhang
Name:	Hui Zhang
Title:	Legal Representative
Party B: Shanghai Xiwei Information Consulting Co., Ltd.
By:	/s/ Hui Zhang
Name:	Hui Zhang
Title:	Legal Representative

6

Annex I

1.    Both parties agree that in consideration of technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in accordance with the following provisions:

(1)    In the first month of each year (for the first year, the month following the date of this Agreement), both parties shall determine the amount of service fees for that year, and the amount of service fees for each year shall be signed and confirmed in writing by both parties as annexes to this Agreement. The amount of such service fees shall not be less than 90% of the total pre-tax profit before Party B pays service fees to Party A in the previous year. However, with negotiation of both parties and prior written consent of Party A, the amount of service fees may be adjusted according to the service content of Party A and the operation needs of Party B in the current year.

(2)    In determining the amount of service fees for the year in accordance with paragraph (1) above, both parties shall take into full account the following factors, including but not limited to:

(a)    Number of employees used by Party A to provide services to Party B and the qualifications of such employees;

(b)    Time to be spent by Party A’s employees on providing services;

(d)    Specific content and value of services provided by Party A;

(e)    Whether the provision of technical support and technical services includes the use license provided to Party B for specific technologies (including patented technologies and non-patented technologies) in the process of providing technical support and technical services;

(e)    Internal connection between Party A’s technical support and technical services and Party B’s operating income.

(3)    Party B shall pay the above annual service fees on a quarterly basis divided equally in quarters, and pay the amount payable for the quarter to the bank account designated by Party A within 15 workdays before the end of each quarter.

2.    If Party A believes that the amount of expenses stipulated in Article 1 of this Annex cannot adapt to the change of objective conditions and needs to be adjusted, Party B shall actively and honestly consult with Party A within seven workdays from the date of Party A’s written request to adjust the fees in order to determine a new standard fee rate or mechanism.

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EX-10.7

Exhibit 10.7

Exclusive Option Agreement

This Exclusive Option Agreement (“this Agreement”) was signed by the following parties on February 9, 2021:

Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;

Party B:

1.    Hui Zhang, ID Number **********;

2.    Guizhen Ma, ID Number **********;

Party C: Shanghai Xiwei Information Consulting Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 127, Building 8, No.33 Guangshun Road, Changning District, Shanghai.

(Party A, Party B and Party C are individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    Party B is a registered shareholder of Party C, and holds 100% equity of Party C in total. On the signing date of this Agreement, its capital contribution and shareholding ratio in the registered capital of Party C are shown in Annex I of this Agreement.

(2)    Party B agrees to grant Party A an irrevocable call option exclusively. According to such call option, Party B shall transfer the underlying equity to Party A and/or any other third party designated by Party A according to the requirements of Party A under the premise permitted by Chinese laws.

In witness whereof, all parties have reached the following agreement through consensus:

1.     Call Option

1.1    During the validity period of this Agreement, Party A has the right to request all natural persons of Party B to transfer all or part of the equity of Party C (“Underlying Equity”) according to the specific requirements of Party A at any time under the following circumstances, and Party B shall transfer the underlying equity to Party A and/or the third party designated by Party A according to Party A’s requirements:

(1)    According to Chinese laws, Party A and/or the third party designated by Party A may hold all or part of the underlying equity; or

(2)    Other circumstances deemed appropriate or necessary by Party A.

The call options obtained by Party A under this Agreement are exclusive, unconditional and irrevocable.

1.2    All parties agree that Party A has the right to exercise all or part of the call options and obtain all or part of the underlying equity at its own discretion. All parties further agree that when Party A exercises the call option according to the provisions of this Agreement, the time, manner, quantity and frequency are not limited.

1.3    All parties agree that Party A may designate any third party to receive all or part of the underlying equity, and Party B shall not refuse to transfer all or part of the underlying equity to the designated third party except in cases explicitly prohibited by Chinese laws.

1.4    Before the underlying equity is transferred to Party A or the third party designated by Party A according to the provisions of this Agreement, Party B shall not transfer the underlying equity to any third party without the prior written consent of Party A, otherwise such transfer will be invalid.

2.     Procedure

2.1    Party B shall sign the Equity Transfer Contract in the format specified in Annex II of this Agreement while signing this Agreement, and submit this document to Party A.

2.2    If Party A decides to exercise the call option in accordance with Article 1.1 above, it shall send a written exercise notice to Party B (in the format specified in Annex III of this Agreement), and shall state the proportion or quantity of the underlying equity to be transferred and the name and identity of the transferee in the notice. Party B and Party C shall provide all necessary information and documents for handling the equity transfer procedures within seven days after receiving the notice from Party A.

2.3    Except for the conditions mentioned in Article 1.1 and the notice mentioned in Article 2.2 of this Agreement, when Party A transfers the underlying equity, there are no other prerequisite or incidental conditions or procedures.

2.4    Party B shall provide necessary and timely support to Party C, and assist Party C to handle the approval procedures in the approval authority in accordance with applicable Chinese laws (if required by law) and handle the equity transfer procedures in the administrative department for industry and commerce.

2.5    The date when the transfer procedures for the underlying equity are completed is the date when the exercise of the call option is completed.

3.     Transfer Price

3.1    The total transfer price of the underlying equity shall be the lowest price allowed by Chinese laws and regulations when the equity is transferred. If the underlying equity is transferred by stages or in batches, the corresponding transfer price shall be determined according to the specific transfer time and transfer ratio.

3.2    The taxes arising from the transfer of the underlying equity shall be borne by each party according to law.

3.3    Party B agrees that all the exercise price (if any) obtained by Party B when Party A or the third party designated by Party A exercises the right will be freely given to Party C in a manner permitted by law.

4.     Representations, Warranties and Undertakings

4.1    Any party hereby represents and warrants to the other parties as follows:

(1)    The party has complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as the litigation subject;

(2)    The party has all necessary rights, capabilities and authority to sign this Agreement and perform all obligations and responsibilities under this Agreement;

(3)    The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals;

(4)    When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and

(5)    This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes a legal and binding obligation of the party.

4.2    Party B and Party C jointly make further representations and guarantees to Party A as follows:

(1)    On the effective date of this Agreement, Party B legally owns the equity of Party C, and has complete and effective right to dispose of the equity. The registered capital of Party C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has no right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements.

(2)    Within the validity period of this Agreement, Party B shall not transfer any equity held by Party C to any third party, or the transferred equity shall be free and clean of any mortgage, pledge, any other types of encumbrances without the prior written consent of Party A.

(3)    Where permitted by relevant Chinese laws, Party B and Party C will extend the operating period of Party C according to the approved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable).

(4)    Within the validity period of this Agreement, without the written consent of Party A, Party B:

(i)    shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity;

(ii)    shall not dispose of or urge the management of Party C to dispose of any major assets of Party C;

(iii)    shall not terminate or urge the management of Party C to terminate any major agreement signed by Party C, or sign any other agreement that conflicts with the existing major agreement.

(iv)    shall not appoint or replace any director, supervisor or other management personnel of Party C;

(v)    shall not urge Party C to announce the distribution or actually distribute any distributable profits or dividends;

(vi)    shall ensure that Party C effectively survives and is not terminated, liquidated or dissolved;

(vii)     shall not amend the articles of association of Party C; and

(viii)     shall ensure that Party C will not lend or borrow loans, provide guarantees or issue the guarantees in other forms, or undertake any substantive obligations besides the normal business activities.

(5)    Once Party A issues a written exercise notice:

(i)    Party B shall immediately convene the shareholders’ meeting, pass the resolutions of the shareholder meeting and take other necessary actions, and agree to transfer the underlying equity to Party A and/or its designated third party at the agreed share price, and waive its first refusal right;

(ii)    According to the signed Equity Transfer Contract, Party B shall immediately transfer the underlying equity to Party A and/or its designated third party at the agreed transfer price, and provide necessary support (including providing and signing all relevant legal documents, performing all government approval and registration procedures and undertaking all relevant obligations) to Party A and/or its designated third party to obtain the underlying equity, and the underlying equity shall be free of any legal defects and free from encumbrances and rights such as security interests, third party restrictions or any other restrictions on the equity.

5.     Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.

6.     Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.

Party A: Jiangsu Manyun Logistics Information Co., Ltd.

Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing, China

Party B: Hui Zhang

Address: **********

Party B: Guizhen Ma

Address: **********

Party C: Shanghai Xiwei Information Consulting Co., Ltd.

Address: Room 127, Building 8, No.33 Guangshun Road, Changning District, Shanghai

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

7.     Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.

8.     Force Majeure

Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

9.     Supplementary Provisions

9.1    This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.

9.2    This Agreement shall come into force from the date of its execution by all parties, and shall be terminated after Party A exercises its call option according to this Agreement and obtains all the underlying equity of Party C or when all parties reach any agreement on dissolution of this Agreement.

9.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

9.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

9.5    This Agreement shall be binding on the legal assignees or successors of all parties.

9.6    All parties shall bear and pay the taxes involved in this Agreement according to law.

9.7    This Agreement and its annexes constitute the entire agreement concerning the transactions under this Agreement, and shall replace any and all oral or written communications, commitments, memos or any other discussions made by all parties on matters related to this Agreement.

9.8    Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.

9.9    This Agreement shall be made in Chinese and in quadruplicate. Party A and Party C shall hold one copy respectively; and Party B shall hold two copies.

(No text below)

(Signature page to Exclusive Option Agreement)

Party A: Jiangsu Manyun Logistics Information Co., Ltd.
By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Title:	Legal Representative
Party B:
By:	/s/ Hui Zhang
Name:	Hui Zhang
By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Party C: Shanghai Xiwei Information Consulting Co., Ltd.
By:	/s/ Tianye Miao
Name:	Tianye Miao
Title:	Legal Representative

Annex I

[This page is Annex I to the Exclusive Option Agreement]

Basic information

Company name: Shanghai Xiwei Information Consulting Co., Ltd.

Registered capital: RMB 25,000,000

Paid-in capital: RMB 546.7663

Legal representative: Tianye Miao

Equity structure:

Name of stockholder	Amount of contribution (RMB 10,000)		Ratio of contribution (%)			Method of contribution
Hui Zhang		1500		60	%	Currency
Guizhen Ma		1000		40	%	Currency

Annex II

[This page is Annex II to the Exclusive Option Agreement ]

Equity Transfer Contract

This Equity Transfer Contract (the “Contract”) is signed by both parties on MM/DD/YY:

Transferor (Party A):

1.    Hui Zhang, ID Number ************;

2.    Guizhen Ma, ID Number ************;

Transferee (Party B):

(Party A and Party B are individually referred to as “one party” and collectively as “both parties”)

Through friendly negotiation, the two parties have reached the following agreement on matters regarding the equity transfer:

1.    The Transferor agrees to transfer     % of its equity in Shanghai Xiwei Information Consulting Co., Ltd. (the “Target Equity”) to the Transferee at RMB        , and the Transferee agrees to accept the Target Equity.

2.    After the equity transfer, the Transferor shall no longer enjoy shareholder’s rights or assume shareholder’s obligations of the Target Equity, and the Transferee shall enjoy shareholder’s rights and assume shareholder’s obligations of the Target Equity.

3.    For matters not mentioned herein, a supplementary agreement may be signed by both parties.

4.    This Contract shall come into force on the date of signature of both parties hereto.

5.    This Contract shall be made in _ copies. Party A and Party B shall each hold one copy and the rest shall be used for industrial and commercial registration of changes.

(No text below)

[This page is the signature page of the Equity Transfer Contract]

Transferor:

Hui Zhang (signature):

Guizhen Ma (signature):

Transferee:

Annex III

[This page is Annex III to the Exclusive Option Agreement]

NOTICE OF EXERCISE

To: Shanghai Xiwei Information Consulting Co., Ltd. (“you”) and your shareholders

Whereas we signed an Exclusive Option Agreement with you and your shareholders on (MM/DD/YY), it is agreed that under the conditions permitted by the relevant laws and regulations of China, your shareholders shall, at the request of us, sell the equity they hold in you to us or the transferee designated by us.

Therefore, we hereby sends this notice to you and your shareholders as follows:

We hereby request to exercise the call option under the Exclusive Option Agreement at a price of RMB        . We/the transferee designated by us shall purchase the equity held by your shareholders that accounts for     % of your registered capital (the “equity to be transferred”). Upon receipt of this notice, you and your shareholders shall, in accordance with the terms of the Exclusive Option Agreement , go through the necessary procedures for selling all the equity to be transferred to us/the transferee designated by the us within                workdays.

Jiangsu Manyun Logistics Information Co., Ltd.

(Stamp)

Signature:

Name:

Position:

Date:                     

EX-10.8

Exhibit 10.8

Equity Interest Pledge Agreement

This Equity Interest Pledge Agreement (this “Agreement”) is signed by the following parties on March 22, 2021:

Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;

Party B: [Name of Shareholder], ID Number                     ;

Party C: Beijing Yunmanman Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing.

(Party A, Party B and Party C are individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    Party A, Party B and Party C have respectively signed the agreements listed in the annex to this Agreement and the annexes to such agreements (collectively referred to as the “Master Contract”);

(2)    Party B holds totally 100% equity of Party C; Party B intends to unconditionally and irrevocably pledge its equity of Party C to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. Party A also agrees to accept the aforementioned secured interest (the “Pledge Right”).

Whereas, after friendly negotiation, Party A, Party B and Party C have agreed the following agreement for joint compliance:

1.     Pledge

Party B agrees to unconditionally and irrevocably pledge all 100% equity of Party C (the “Pledged Equity”) to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. The amount and ratio of capital contribution pledged by each shareholder are as follows:

Name of shareholders Pledge capital contribution (RMB: 10,000) Pledge capital contribution ratio (%)

2.     Scope of Warranty

The scope of warranty of the pledged equity under this Agreement includes all the obligations of Party B and Party C under the Master Contract (including but not limited to any payment due but yet not paid to Party A, liquidated damages, damage awards, etc.), the costs for the realization of the principal creditor’s right and the pledge right, and all other related costs.

3.     Pledge Period

The equity pledge under this Agreement shall be established from the date when it is registered in the administrative department for industry and commerce of Party C, and shall be terminated when all the master contracts have been fulfilled, expired or terminated (whichever is later). Within the pledge period, if Party B, Party C, and/or their legal assignees or successors fail to fulfill any of their obligations under any master contract, or any event of default under Article 8.1 of this Agreement occurs, Party A shall have the right to dispose of the pledge equity according to the provisions of this Agreement.

4.     Registration

4.1 Party B and C undertake to Party A that they will (i) record the equity pledge issue under this Agreement on the register of shareholders of Party C on the signing date of this Agreement and will submit the register of shareholders after the equity pledge is recorded to Party A; (ii) deliver the capital contribution certificate issued by Party C to Party B to Party A on the signing date of this Agreement; and (iii) within ten working days since the signing date of this Agreement or with other feasible shortest period, register the aforementioned equity pledge to the relevant industrial and commercial registration authority for filing, and obtain the relevant registration and filing written certificates from the registration authority. On the premise of abiding by other provisions of this Agreement, during the term of this Agreement, except for registration and amendment required by Party C’s operation, Party C’s register of shareholders will be kept by Party A or its designated personnel.

4.2    Party B and Party C further undertake that after the signing of this Agreement, with Party A’s prior written consent, Party B can increase the capital on Party C; after the capital increase, Party B and Party C shall sign an Equity Interest Pledge Agreement with Party A additionally, and shall pledge all equity after capital increase to Party A; at the same time, carry out necessary amendments to the register of shareholders and the amount of equity contribution of the relevant company immediately, and perform the pledge procedure stipulated in Article 4.1.

4.3    All costs and actual expenses related to this Agreement, including but not limited to registration fee, cost of production, stamp duty, and any other taxes and expenses, shall be borne by each party respectively according to the relevant laws and regulations.

5.     Representations and Warranties of Party B and Party C

Party B and Party C hereby separately and jointly represent and warrant to Party A as follows:

5.1    Party B, as the legal owner of the pledge equity, has no dispute about the ownership of the pledge equity that has or may occur. Party B has the right to dispose of part and/or all of the pledge equity, and such right to dispose of is not restricted by any third party.

5.2    Except for the pledge right stipulated in this Agreement, the power of attorney stipulated in the Power of Attorney and the call option stipulated in the Exclusive Option Agreement, Party B has not set any other security rights or third party rights and other encumbrances on the pledge equity.

5.3    This Agreement is properly signed between Party B and Party C, constituting legal, effective and binding obligations on them.

5.4    Party B and Party C sign and fulfill this Agreement and all applicable laws, any agreement with them as one party or with binding force on their assets, any court decision, any arbitration organ’s arbitrament, and any administrative organ’s decision (if any), without any violation or conflict.

5.5    On the premise of permitted by Chinese law, the pledge under this Agreement constitutes the security interest of the first order for the pledge equity.

5.6    Party B and Party C fully understand the content of this Agreement, and their signing and performance of this Agreement are voluntary, with all the meanings true. Party B and Party C have taken all necessary measures according to Party A’s reasonable requirements, obtained all internal authorizations required by the signing and performance of this Agreement, and signed all necessary documents to ensure that the equity pledge under this Agreement is legal and effective.

5.7    In the duration of this Agreement, Party B and Party C shall abide by and implement all Chinese laws and regulations related to the pledge of rights. Upon receipt of notices, instructions or suggestions issued by the relevant competent authorities on pledge equity, they shall show the above notices, instructions or suggestions to Party A within five (5) working days, and at the same time abide by the above notices, instructions or suggestions, or raise objections and statements on the above matters according to Party A’s reasonable requirements or with Party A’s written consent.

5.8    Party B and Party C will not implement, nor promote or allow other parties to conduct any behaviors that may detract, harm or otherwise damage the value of the pledge equity or the pledge right of Party A. Party B and Party C shall notify Party A in writing within five (5) working days from the date when they have known any events and behaviors that may affect the value of the pledge equity or the pledge right of Party A. Party A shall take no responsibility for any decrease in the value of the pledge equity, and Party B and Party C shall have no right to recourse or make any request to Party A in any form.

5.9    Under the condition of complying with the relevant Chinese laws and regulations, the equity pledge under this Agreement is a continuing guaranty and remains fully effective in the duration of this Agreement. Even if Party B or Party C is insolvent, liquidated, incapacitated, or has changes in organization or status, or has any capital offset between the parties, or any other event, the equity pledge under this Agreement will not be affected.

5.10    For the purpose of implementing this Agreement, Party A has the right to dispose of the pledge equity in the way stipulated in this Agreement, and Party A shall not be subject to any interruption or impairment through the legal process by Party B or Party C, or the successor of Party B or Party C, or the consignor of Party B or Party C or anyone else, when Party A exercises its rights according to the terms of this Agreement.

5.11     In order to protect or improve this Agreement’s guarantee for Party B and Party C to fulfill the obligations under the Master Contract, Party B and Party C will sign in good faith, and urge other interested parties related to the pledge equity to sign all the certificates and contracts of rights related to the implementation of this Agreement and required by Party A, and/or perform or urge other interested parties to fulfill behaviors required by Party A and related to the implementation of this Agreement, and provide convenience for the exercise of the rights and authorizations granted to Party A under this Agreement.

In order to guarantee the interests of Party A, Party B and Party C will abide by and perform all warranties, undertakings, agreements, representations and conditions. If Party B and/or Party C fails to perform or incompletely performs their warranties, undertakings, agreements, representations and conditions, causing damages to Party A, Party B and/or Party C shall compensate Party A for all losses incurred thereby.

6.     Undertakings by Party B

Party B hereby undertakes to Party A as follows:

6.1    Without Party A’s prior written consent, Party B shall not re-establish or allow to establish any new pledge or any other security interest on the pledge equity, and any fully or partly established pledge on the pledge equity without Party A’s prior written consent or any other security interest will be invalid.

6.2    Without prior written notice to Party A and obtaining its prior written consent, Party B shall not transfer the pledge equity, and all of Party B’s actions of transferring the pledge equity without Party A’s prior written consent will be invalid.

6.3    When any lawsuit, arbitration or other request occurs, and may adversely affect Party A’s rights and interests or pledge equity under this Agreement, Party B shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party A’s reasonable requirements, to ensure Party A’s pledge rights and interests on pledge equity.

6.4    Party B shall not conduct or allow any behavior that may adversely affect Party A’s interests and rights or pledge equity under the Master Contract and this Agreement.

6.5    Party B shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party A’s reasonable requirements to ensure Party A’s pledge rights and interests on the pledge equity and the exercise and realization of such rights.

6.6    If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party B shall warrant to take all measures to realize such transfer.

6.7    Party B will provide Party A with Party C’s financial statements of the previous Gregorian calendar quarter within the first month of each Gregorian calendar quarter, including (but not limited to) balance sheet, income statement and cash flow statement.

7.     Undertakings by Party C

Party C hereby further undertakes to Party A as follows:

7.1    Without Party A’s prior written consent, Party C will not assist or allow Party B to re-establish any new pledge or any other security interest on the pledge equity.

7.2    Without the prior written consent of Party A, Party C will not assist or allow Party B to transfer the pledge equity.

7.3    When any lawsuit, arbitration or other request occurs, and may adversely affect the pledge equity or Party A’s rights and interests under this Agreement, Party C shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party A’s reasonable requirements, to ensure Party A’s pledge rights and interests on pledge equity.

7.4    Party C shall not conduct or allow any behavior that may adversely affect Party A’s interests and rights or pledge equity under the Master Contract and this Agreement.

7.5    Party C shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party A’s reasonable requirements to ensure Party A’s pledge rights and interests on the pledge equity and the exercise and realization of such rights.

7.6    If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party C shall warrant to take all reasonable measures to realize such transfer.

8.     Event of Exercise and Exercise of Pledge

8.1    In case of any of the following events (the “Event of Exercise”), Party A may choose to request Party B or Party C to immediately and fully perform all of its obligations under this Agreement, and the pledge right established under this Agreement can also be exercised immediately:

(a)    Any representations, warranties or undertakings made by Party B and Party C in this Agreement or the Master Contract are inconsistent, incorrect, untrue or no longer correct or true in any respect; or Party B, Party C or their legal assignees or successors violate or fail to abide by any of its obligations under this Agreement or the Master Contract or any undertakings and warranties that made; or

(b)    Any one or more of the obligations of Party B, Party C or their legal assignees or successors under this Agreement or any master contract are deemed as illegal or invalid transactions; or

(c)    Party B or Party C or their legal assignees or successors seriously violate their obligations under this Agreement.

8.2    In case of any of the above exercise events, Party A may exercise the pledge right by purchasing at a discount, appointing other party to purchase at a discount, auction or sell the pledge equity according to the relevant Chinese laws and regulations. Party A can exercise the pledge right under this Agreement without needing to first exercise other guarantees or rights, or take other measures or procedures against Party B and/or Party C or anyone else.

8.3    Upon the request of Party A, Party B and Party C shall take all legal and appropriate actions required by Party A to enable it to exercise the pledge right according to this Agreement. For this purpose, Party B and Party C shall sign all the documents and materials reasonably required by Party A, and shall implement and handle all actions and issues reasonably required by Party A.

9.     Transfer

9.1    Unless with the prior written consent of Party A, Party B and Party C shall have no right to grant or transfer any of their rights and obligations under this Agreement to any third party, but not including the Exclusive Option Agreement signed between Party B and Party A.

9.2    This Agreement is binding upon Party B and its legal assignees or successors, and is valid for Party A and each legal assignee or successor.

9.3    Party A may transfer all or any of its rights and obligations under the Master Contract to its designated party (which may be a natural person/legal person) at any time, in this case, the assignee shall enjoy and assume the rights and obligations that Party A enjoys and assumes under this Agreement, just as it shall enjoy and assume as a party to this Agreement. When Party A transfers the rights and obligations under the Master Contract, upon the request of Party A, Party B and/or Party C shall sign relevant agreements and documents with regard to such transfer.

9.4    If any change of Party in this Agreement is caused by the above transfer of Party A, both parties to the new pledge shall sign another pledge agreement, and Party B and Party C shall assist the assignee in handling all the equity pledge registration changes (if applicable).

10.     Fundamental Change of Circumstances

10.1    As a supplement, and without violating other terms of the Master Contract and this Agreement, if at any time, due to the promulgation or change of any Chinese laws, regulations or rules, or due to the change of interpretation or application of such laws, regulations or rules, or due to the change of related registration procedures, Party A deems that it becomes illegal to keep this Agreement effective and/or dispose of the pledge equity in the way stipulated in this Agreement or violates such laws, regulations or rules, Party B and C Party shall immediately take any action, and/or sign any agreements or other documents following Party A’s written instructions and according to Party A’s reasonable requirements, so as to:

(a)    Maintain this Agreement effective;

(b)    Facilitate to dispose of the pledge equity in the way stipulated in this Agreement; and/or

(c)    Maintain or realize the guarantee established or intended to be established in this Agreement.

11.     Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.

12.     Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.

13.     Force Majeure

Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

14.     Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.

Party A: Jiangsu Manyun Logistics Information Co., Ltd.

Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing

Fax:/

Party B: [Name of Shareholder]

Address:                         

Fax:/

Party C: Beijing Yunmanman Technology Co., Ltd.

Address: Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

15.     Supplementary Provisions

15.1    This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.

15.2    This Agreement shall take effect since the date of signing by all parties and will be terminated after all obligations under the Master Contract are fully implemented or terminated for any reason.

15.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

15.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

15.5    All parties shall bear and pay the taxes involved in this Agreement according to law.

15.6    Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.

15.7    This Agreement is written in Chinese. The original is made in sextuplicate. Party A and Party C hold one copy for each; Party B holds two copies; the remaining two originals shall be submitted to the related industrial and commercial registration authority for filing.

(No text below)

(Signature page to Equity Interest Pledge Agreement)

Party A: Jiangsu Manyun Logistics Information Co., Ltd.
By:
Name:	Guizhen Ma
Title:	Legal Representative
Party B:
By:
Name:	[Name of Shareholder]
Party C: Beijing Yunmanman Technology Co., Ltd.
By:
Name:	Hui Zhang
Title:	Legal Representative

Annex

[This page is an annex to the Equity Interest Pledge Agreement]

List of Agreements

1.    Exclusive Service Agreement

2.    Exclusive Option Agreement

3.    Power of Attorney

Schedule of Material Differences

One or more Equity Interest Pledge Agreements using this form were executed. Pursuant to Instruction 2 to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:

No	Name of Variable Interest Entity	Name of Shareholder	Pledge capital contribution (RMB: 10,000)		% of Shareholder’s Equity Interest in the VIE
1	Beijing Yunmanman Technology Co., Ltd.	Hui Zhang		6.5		65	%
2	Beijing Yunmanman Technology Co., Ltd.	Guizhen Ma		3.5		35	%

EX-10.9

Exhibit 10.9

Spousal Consent Letter

To: Jiangsu Manyun Logistics Information Co., Ltd.

I am [Name of Covenantor] (ID No.:                                 ), the spouse of [Name of Shareholder], a shareholder of Beijing Yunmanman Technology Co., Ltd. (the “Beijing Yunmanman”). [Name of Shareholder] currently holds         % of equity in Beijing Yunmanman. Beijing Yunmanman and your company signed the Exclusive Service Agreement on March 22, 2021. Beijing Yunmanman, shareholders of Beijing Yunmanman, and your company signed the Exclusive Option Agreement on March 22, 2021, signed the Power of Attorney on March 22, 2021, and signed the Equity Interest Pledge Agreement on March 22, 2021 (collectively referred to as the “Control Agreements”). [Name of Shareholder] issued the Power of Attorney on March 22, 2021 (the “Power of Attorney”), in order to protect the benefits of your company in the control agreements, I hereby irrevocably make the following undertakings to your company:

1. I fully understand and agree to the above control agreements and the Power of Attorney signed by [Name of Shareholder]. Such control agreements and the Power of Attorney are solely owned by [Name of Shareholder], who shall assume the relevant rights and obligations, and I do not enjoy nor assume any rights and obligations that stipulated or agreed;

2. I confirm that the equity of Beijing Yunmanman held by [Name of Shareholder] and all the rights and interests attached to it are not the common property of myself and my spouse [Name of Shareholder];

3. I will not and shall not participate in the operation, management, liquidation, dissolution and other business of Beijing Yunmanman in the future, and will not claim any rights and interests related to the equity and assets of Beijing Yunmanman; my spouse [Name of Shareholder] can independently make any decision related to Beijing Yunmanman, and its effect will not be limited or affected by my decision, even if I and my spouse [Name of Shareholder] are divorced;

4. In order to protect Beijing Yunmanman’s equity under the structural contract and achieve the purpose involved, if I need to sign the relevant documents or perform the relevant procedures with regard to the held equity of Beijing Yunmanman or the fulfillment of the control agreements, I hereby authorize my spouse [Name of Shareholder] from time to time to sign all necessary documents or perform all necessary procedures for me and on my behalf, and I hereby confirm and agree all the relevant documents signed or procedures performed by my spouse [Name of Shareholder];

5. My confirmation, consent, undertakings and authorization in this letter will not be revoked, damaged, invalidated or otherwise adversely affected by Beijing Yunmanman’s registered capital increase, decrease, bankruptcy, reorganization, merger, division, shareholder change or other similar events, and will not be revoked, damaged, invalidated or otherwise adversely affected by my loss of capacity for civil conduct, demise, qualification loss of spouse, divorce or other similar events.

I signed this Spousal Consent Letter on March 22, 2021, and this Spousal Consent Letter, after signed by me, will take effect on the date when the control agreements come into force.

(Signature page to Spousal Consent Letter)

By:
Name:	[Name of Covenantor]

Schedule of Material Differences

One or more spouse consent letters using this form were executed. Pursuant to Instruction 2 to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:

No	Name of Variable Interest Entity	Name of Shareholder	Name of Covenantor	% of Shareholder’s Equity Interest in the VIE
1	Beijing Yunmanman	Hui Zhang	Li Hou		65	%
2	Beijing Yunmanman	Guizhen Ma	Erxia Xu		35	%

EX-10.10

Exhibit 10.10

Power of Attorney

This Power of Attorney (this “Agreement”) is signed by the following parties on March 22, 2021:

(1)    Jiangsu Manyun Logistics Information Co., Ltd. (the “Sole Proprietorship”), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;

(2)    All entities listed in Annex I of this Agreement (the “Authorized Party”); and

(3)    Beijing Yunmanman Technology Co., Ltd., (the “Domestic Company”) a limited liability company established and validly existing under Chinese law, with its registered address at Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing.

(Sole Proprietorship, Authorized Party and Domestic Company are hereinafter referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    The Authorized Party is a registered shareholder of the Domestic Company and holds 100% of the equity of the Domestic Company;

(2)    The Authorized Party intends to authorize the Sole Proprietorship (through its designated individuals) to exercise its voting rights in the Domestic Company, and to exercise all the voting rights enjoyed by it as a shareholder of the Domestic Company on behalf of the Authorized Party. The Sole Proprietorship intends (through its designated individuals) to accept such entrustment.

Whereas, all parties of the Agreement have reached the following through friendly negotiation:

1.    Voting Rights

1.1    The Authorized Party as a whole hereby irrevocably and unanimously agrees to authorize the Sole Proprietorship to act on behalf of the Authorized Party as a shareholder of the domestic company at its shareholders meeting within the proxy period specified in this Agreement to exercise all the voting rights (the “Voting Rights”) enjoyed according to the applicable laws of China and the Articles of Association of a domestic company. The Sole Proprietorship enjoys 100% of the voting rights represented by the registered capital of all domestic companies.

1.2    The above voting rights include but are not limited to the following rights:

1.2.1    Determine the business policies and investment plans of domestic companies;

1.2.2    Elect and replace the directors of domestic companies and determine their remuneration;

1.2.3    Elect and replace the supervisors of domestic companies and determine their remuneration;

1.2.4    Approve any reports prepared by the board or executive directors of domestic companies;

1.2.5    Approve any reports prepared by the board of supervisors or supervisors of domestic companies;

1.2.6    Approve the annual financial budget and final accounts of domestic companies;

1.2.7    Approve the profit distribution plans and the loss recovery plans of domestic companies;

1.2.8    Determine any increase or decrease in the registered capital of domestic companies;

1.2.9    Determine the issue of any corporate bonds by domestic companies;

1.2.10    Determine the merger, division, reorganization, termination and liquidation of domestic companies;

1.2.11    Determine the changes in the business scope of domestic companies;

1.2.12    Modify the articles of association of domestic companies;

1.2.13    Determine any changes in the scope of operation or nature of the domestic companies;

1.2.14    Determine the dividends and other distribution policies of domestic companies;

1.2.15    Determine to borrow any loan from any third party in the name of a domestic company;

1.2.16    Determine to sell, transfer or otherwise dispose of major assets or rights of domestic companies to any third party, including but not limited to intellectual property rights;

1.2.17    Determine to set any security interest in the major assets (tangible or intangible assets) of domestic companies, regardless of the purpose of the security;

1.2.18    Determine to transfer any agreement or contract with a domestic company as a party to any third party;

1.2.19    Determine any loan provided or lent by a domestic company to any party; and

1.2.20    Determine other matters that may have a significant impact on any rights, obligations, assets or operations of a domestic company.

1.3    The Sole Proprietorship shall exercise the voting rights described in this Agreement by designating one (1) natural person. After the Sole Proprietorship selects a natural person, it shall notify the Authorized Party in writing. The Authorized Party shall sign the power of attorney in the format shown in the Annex II: to the natural person. Unless the Sole Proprietorship requires to replace the designated natural person through a written notice, the Authorized Party shall not withdraw the authorization of the natural person without authorization. If the Sole Proprietorship changes the designated natural person, the Authorized Party shall immediately terminate the signed power of attorney on the replaced person, and shall sign a new power of attorney to authorize the Sole Proprietorship to re-appoint a person.

1.4    The Sole Proprietorship agrees to accept the authorization of the authorized party according to the provisions of Article 1.1 in the above, and to exercise the voting rights on behalf of the Authorized Party according to the terms and conditions of this Agreement.

1.5    The Authorized Party hereby irrevocably authorizes the Sole Proprietorship to sign and/or stamp on all the relevant legal documents related to the exercise of any rights enjoyed by the Authorized Party as a shareholder of the domestic company on behalf of the Authorized Party.

2.    Exercise of Voting Rights

2.1    For any matters approved by the Sole Proprietorship based on the exercise of the voting rights granted under this Agreement, the Sole Proprietorship may request the Authorized Party to sign the relevant resolutions of the domestic company’s shareholders meeting or any other similar written documents when it deems necessary.

2.2    The Sole Proprietorship shall report to the Authorized Party on the exercise of the voting rights granted under this Agreement at any time when it deems appropriate. Upon termination of this Agreement, the Sole Proprietorship shall report to the Authorized Party the results related to its exercise of the voting rights granted under this Agreement.

3.    Proxy Period

3.1    The proxy period under this Agreement shall start from the effective date of this Agreement to (i) The completion date of equity transfer (as defined hereunder); or (ii) The termination of the domestic company (whichever occurs earlier). The “Completion Date of Equity Transfer” shall refer to the date when the domestic company has completed the procedures for the registration of change of shareholders in the competent administrative department for industry and commerce, and when the Sole Proprietorship and/or a third party designated by it has become the registered and legal ownership of all equity of the domestic company.

3.2    After all parties have reached a consensus through negotiation, all parties of this Agreement can adjust the proxy period under this Agreement at any time through negotiation, provided that any such adjustment must be clearly made in the form of a written agreement.

4.    Proxy Remuneration

The Sole Proprietorship hereby agrees that the Authorized Party is not obligated to pay any remuneration to the Sole Proprietorship for its exercising any rights granted under this Agreement on behalf of the Authorized Party.

5.    Representations and Warranties

5.1    The Authorized Party hereby separately represents and guarantees as follows:

5.1.1    It is a Chinese citizen with full capacity; it has complete and independent legal status and legal capacity, and has obtained proper authorization to sign, deliver and perform this Agreement, and can independently act as a subject of litigation.

5.1.2    It has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

5.1.3    It is a registered and legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.

5.2    The Sole Proprietorship and the Domestic Company hereby separately and jointly declare and guarantee as follows:

5.2.1    It is a limited liability company duly registered and legally existed according to the law of the registration place, with independent legal person qualification. It has complete and independent legal status and legal capacity to sign, deliver and fulfill this Agreement, and can independently act as a subject of litigation.

5.2.2    It has the full power and authorization within the Domestic Company to sign and deliver this Agreement and all other documents to be signed and are related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement.

5.3    The Domestic Company further declares and guarantees as follows:

The Authorized Party is a registered legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and the Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.

6.    Default Liability

6.1    If any authorized party directly or indirectly violates any provision of this Agreement, or fails to perform or fails to timely and fully perform any of its obligations under this Agreement, the authorized party shall be deemed to have violated this Agreement and the Sole Proprietorship can request the authorized party to correct its violation or non-performance by written notice, take adequate, timely and effective measures to eliminate the consequences of the above violation or non-performance, and compensate the sole proprietorship for the losses caused by the violation or non-performance of the authorized party.

6.2    Once a breach of contract occurs, and the Sole Proprietorship believes that this breach has caused the unfeasible or unfair performance of any of its obligations under this Agreement based on its reasonable and objective judgment, the Sole Proprietorship may notify the Authorized Party in writing to temporarily suspend the performance of its obligations under this Agreement until the Authorized Party has stopped its breach of contract, has taken timely and effective measures to eliminate the consequences therefrom, and has compensated the Sole Proprietorship for the losses caused by the above breach of contract.

6.3    The losses suffered by the Sole Proprietorship due to the breach of contract of the Authorized Party and can be repaid by the Authorized Party shall include all direct economic losses suffered by the Sole Proprietorship due to or related to the Authorized Party’s breach of contract, any expected indirect losses, and any other extra charges incurred thereof, including but not limited to attorney fees, litigation and arbitration fees, financial expenses and travel expenses. If this Agreement has any other express provision on the amount of liquidated damages, that provision shall apply.

7.    Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other addresses known by all parties of this Agreement.

Jiangsu Manyun Logistics Information Co., Ltd.

Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing

Fax:/

Authorized Party: Hui Zhang

Address: **********

Fax:/

Authorized Party: Guizhen Ma

Address: **********

Fax:/

Beijing Yunmanman Technology Co., Ltd.

Address: Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing

Fax:/

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

8.    Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of other parties, no party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.

9.    Effectiveness, Amendment and Termination

9.1    This Agreement shall take effect after being signed by all parties to this Agreement, and shall expire at the end of the proxy under this Agreement.

9.2    If any shareholder transfers all its equity held in a domestic company to the Sole Proprietorship or its designated third party before the expiry of this Agreement, the shareholder shall be exempt from any restrictions regulated in this Agreement from the date of completion of equity transfer.

9.3    Each shareholder hereby irrevocably and permanently waives its right to terminate this Agreement.

9.4    After all the parties of this Agreement have signed a written agreement, this Agreement could be supplemented or amended in writing. The amendment agreement and supplementary agreement (if any) of this Agreement shall become a part of this Agreement after being signed by all the parties of this Agreement and shall be binding upon all parties.

9.5    The Authorized Party agrees that the Sole Proprietorship has the right to terminate this Agreement in advance without any reason after notifying the Authorized Party ten (10) days in advance in writing, without any liability for breach of contract. Notwithstanding the above regulations, the Authorized Party shall not terminate this Agreement in advance for any reason without the prior written consent of the Sole Proprietorship.

9.6    Any early termination of this Agreement shall not affect any rights granted to or obligations assumed by either party prior to the date of such termination according to the terms of this Agreement.

10.    Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the domestic company is located for property preservation or take other measures permitted by law, so as to support the arbitration.

11.    Miscellaneous

11.1    All the titles contained in this Agreement are set for convenient access only and shall not affect the interpretation to any provisions of this Agreement in any way.

11.2    If all or any part of any provision of this Agreement is recognized to be unenforceable due to violation of any law or government regulation or any other reason, the provisions of that part shall be deemed deleted; but such deletion shall not affect the legal effect of any other part of this provision or any other provisions of this Agreement. In this case, all parties of this Agreement shall negotiate to reach new provisions to replace the invalid or unenforceable terms in the above.

11.3    If any shareholder violates any provisions of this Agreement, such violation shall not affect the rights and obligations of other parties under this Agreement and any other related agreements, as well as the fulfillment and execution of this Agreement and such other agreements. Each authorized party shall bear joint and several liability for any and all obligations and responsibilities of other authorized parties under this Agreement.

11.4    Unless otherwise agreed in this Agreement, the failure or delay of any party to exercise any of its rights, powers or privileges under this Agreement shall not be deemed as a waiver of such rights, powers or privileges, and solely or partly exercise of any rights, powers or privileges under this Agreement shall not impede the exercise of any other rights, powers and privileges herein.

11.5    This Agreement shall benefit all parties herein and their respective successors and legal assignees, and shall be binding upon them.

11.6    The original agreement is in made in quadruplicate, with each party holding one copy. All the originals of this Agreement shall have the same effect.

(No text below)

(Signature page to Power of Attorney)

Jiangsu Manyun Logistics Information Co., Ltd.
By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Beijing Yunmanman Technology Co., Ltd.,
By:	/s/ Hui Zhang
Name:	Hui Zhang
Authorized Party:
By:	/s/ Hui Zhang
Name:	Hui Zhang
By:	/s/ Guizhen Ma
Name:	Guizhen Ma

Annex I

Authorized Party

No	Name	PRC ID Number
1.	Hui Zhang	**********
2.	Guizhen Ma	**********

Annex II

[This page is Annex II to the Power of Attorney]

Letter of Authorization

I, Hui Zhang (ID No. **********) hereby irrevocably authorize Jiangsu Manyun Logistics Information Co., Ltd. (“WFOE”) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.

The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Company’s dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.

Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOE’s written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOE_s

Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.

Principal:

Hui Zhang (Signature): /s/ Hui Zhang

Date: DD/MM/YY

Letter of Authorization

I, Guizhen Ma (ID No. **********) hereby irrevocably authorize Jiangsu Manyun Logistics Information Co., Ltd. (“WFOE”) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.

The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Company’s dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.

Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOE’s written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOE_s

Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.

Principal:

Guizhen Ma (Signature): /s/ Guizhen Ma

Date: DD/MM/YY

EX-10.11

Exhibit 10.11

Exclusive Service Agreement

This Exclusive Service Agreement (“This Agreement”) was signed by the following parties on March 22, 2021:

Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing; and

Party B: Beijing Yunmanman Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing.

(Party A and Party B are collectively referred to as “both parties” and individually as “one party”.)

Whereas:

(1)    Party A is a wholly foreign-owned enterprise registered and established according to law, with strong technical development & support capability, and rich experience in terms of software technology support and technical service.

(2)    Party B is mainly engaged in technology development, technology promotion, basic software services and application software services. In the process of operation and management, Party B needs technical support and services from the professional technical company.

In witness whereof, through friendly consultation and based on the principle of equality and mutual benefit, both parties hereby agree to and abide by the following terms:

1    Technical Support and Technical Services

1.1    Party A agrees to provide technical support and services to Party B in accordance with the terms and conditions of this Agreement, and Party B agrees to accept the technical support and services provided by Party A in accordance with the terms and conditions of this Agreement. The specific contents of technical support and technical services are as follows:

(1)    Party A shall conduct research and development on relevant technologies according to business requirements of Party B;

(2)    Party A shall be responsible for the daily maintenance, monitoring, debugging and troubleshooting of Party B’s computer network equipment;

(3)    According to Party B’s requirements from time to time, Party A shall conduct relevant investigation and research, collect relevant data and materials, and issue investigation and research results and reports on specialized technical problems and needs during its operation within specified time as required by Party B;

(4)    Party A shall provide Party B with technical designs, schemes, drawings, data, parameters, standards, procedures, research results of similar technology, reports, materials and data including but not limited to those in connection with Party B’s technical problems during operation;

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(5)    Party A shall promptly answer the technical questions raised by Party B and assign personnel to solve the technical problems on site when necessary;

(6)    Party A shall provide other relevant technical support and technical services to Party B according to the provisions of this Agreement.

1.2    Party B shall actively cooperate with Party A to complete the aforesaid work, and shall be responsible for providing relevant data, technical requirements and technical specifications needed. Party B agrees that Party A has the right to designate a third party to provide the management & consulting services described in Article 1.1 of this Agreement.

1.3    This Agreement is valid permanently. Party B shall not terminate this Agreement in advance within the validity period of this Agreement. Notwithstanding the foregoing, Party A has the right to terminate this Agreement at any time by sending a written notice to Party B thirty (30) days in advance. If Party A dissolves this Agreement in advance due to Party B, Party B shall pay Party A the service fee for the completed services and jointly compensate Party A for the actual economic losses caused thereby.

2    Exclusivity

Party A is the exclusive provider providing technical support and technical services to Party B under this Agreement. Within the validity period of this Agreement, Party B shall not sign any same or similar agreements with any other third party, and shall not accept any same or similar technical support and services provided by any third party without the prior written consent of Party A.

3    Intellectual Property

Any and all intellectual property rights arising from the performance of this Agreement, including but not limited to copyright, patent rights and technical secrets, shall be owned by Party A, and Party B shall not enjoy any other rights except those stipulated in this Agreement. Both parties agree that this article will survive the change, cancellation or termination of this Agreement.

4    Service Fees

Both parties agree that, as the consideration for the technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in full and on time according to the following provisions. The amount and payment method of service fees are detailed in Annex I of this Agreement. This annex may be amended on the basis of implementation after negotiations between both parties.

5    Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other party, neither party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless both parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing.

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This article shall survive any change, cancellation or termination of this Agreement.

6    Representations and Warranties of Party A

6.1    Party A is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.

6.2    Party A has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

7    Representations and Warranties of Party B

7.1    Party B is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.

7.2    Party B has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

7.3    Party B shall promptly report to Party A the situations that have or may have significant adverse effects on business and operation of Party B, and try its best to prevent the occurrence of such situations and/or the expansion of losses.

7.4    Without the written consent of Party A, Party B shall not dispose of its important assets in any form, nor change its existing shareholding structure.

8    Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, it’s in violation of this Agreement and should compensate for all direct and any anticipated indirect losses caused to the other party.

Party B shall be jointly and severally liable for the expenses actually paid by Party A arising from or related to litigation, claims or other requests for services provided by Party A according to this Agreement or Party B’s requirements, as well as any compensation, losses, damages and expenses that can be proved by Party A by providing payment voucher and shall compensate Party A for all the losses in full.

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9    Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or fax number or other address or fax number known by both parties.

Party A: Jiangsu Manyun Logistics Information Co., Ltd.

Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing

Fax:

Party B: Beijing Yunmanman Technology Co., Ltd.

Address: Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing

Fax: /

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted. Any notice or communication sent by fax shall be deemed to have been delivered after being sent.

10    Force Majeure

If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other party by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, both parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

11    Supplementary Provisions

11.1    All disputes arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If both parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration award shall be final and binding on both parties. Unless otherwise awarded by the arbitral court, the arbitration expenses shall be borne by the losing party. During the arbitration, both parties have the right to apply to the people’s court where Party B is located for property preservation or take other measures permitted by law, so as to support the arbitration.

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11.2    The conclusion, effectiveness, performance, modification, interpretation and termination of this Agreement shall be governed by Chinese laws.

11.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

11.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

11.5    This Agreement shall be binding on the legal assignees or successors of both parties.

11.6    Both parties shall bear and pay the taxes involved in this Agreement according to law.

11.7    This Agreement shall come into force from the date of execution hereof by both parties.

11.8    This Agreement shall be made in Chinese with two originals and each party shall hold one original.

[No text below]

5

[Signature page to Exclusive Service Agreement]

Party A: Jiangsu Manyun Logistics Information Co., Ltd.
By:	/s/ Guizhen Ma
Name: Guizhen Ma
Title: Legal Representative

Party B: Beijing Yunmanman Technology Co., Ltd.
By:	/s/ Hui Zhang
Name: Hui Zhang
Title: Legal Representative

6

Annex I

[This page is an annex to the Exclusive Service Agreement]

1.    Both parties agree that in consideration of technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in accordance with the following provisions:

(1)    In the first month of each year (for the first year, the month following the date of this Agreement), both parties shall determine the amount of service fees for that year, and the amount of service fees for each year shall be signed and confirmed in writing by both parties as annexes to this Agreement. The amount of such service fees shall not be less than 90% of the total pre-tax profit before Party B pays service fees to Party A in the previous year. However, with negotiation of both parties and prior written consent of Party A, the amount of service fees may be adjusted according to the service content of Party A and the operation needs of Party B in the current year.

(2)    In determining the amount of service fees for the year in accordance with paragraph (1) above, both parties shall take into full account the following factors, including but not limited to:

(a)    Number of employees used by Party A to provide services to Party B and the qualifications of such employees;

(b)    Time to be spent by Party A’s employees on providing services;

(d)    Specific content and value of services provided by Party A;

(e)    Whether the provision of technical support and technical services includes the use license provided to Party B for specific technologies (including patented technologies and non-patented technologies) in the process of providing technical support and technical services;

(e)    Internal connection between Party A’s technical support and technical services and Party B’s operating income.

(3)    Party B shall pay the above annual service fees on a quarterly basis divided equally in quarters, and pay the amount payable for the quarter to the bank account designated by Party A within 15 workdays before the end of each quarter.

2.    If Party A believes that the amount of expenses stipulated in Article 1 of this Annex cannot adapt to the change of objective conditions and needs to be adjusted, Party B shall actively and honestly consult with Party A within seven workdays from the date of Party A’s written request to adjust the fees in order to determine a new standard fee rate or mechanism.

7

EX-10.12

Exhibit 10.12

Exclusive Option Agreement

This Exclusive Option Agreement (“this Agreement”) was signed by the following parties on March 22, 2021:

Party A: Jiangsu Manyun Logistics Information Co., Ltd. (originally Beijing Manyun Logistics Information Co., Ltd.), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing;

Party B:

1.     Hui Zhang, ID Number *********;

2.     Guizhen Ma, ID Number *********;

Party C: Beijing Yunmanman Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing.

(Party A, Party B and Party C are individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    Party B is a registered shareholder of Party C, and holds 100% equity of Party C in total. On the signing date of this Agreement, its capital contribution and shareholding ratio in the registered capital of Party C are shown in Annex I of this Agreement.

(2)    Party B agrees to grant Party A an irrevocable call option exclusively. According to such call option, Party B shall transfer the underlying equity to Party A and/or any other third party designated by Party A according to the requirements of Party A under the premise permitted by Chinese laws.

In witness whereof, all parties have reached the following agreement through consensus:

1. Call Option

1.1    During the validity period of this Agreement, Party A has the right to request all natural persons of Party B to transfer all or part of the equity of Party C (“Underlying Equity”) according to the specific requirements of Party A at any time under the following circumstances, and Party B shall transfer the underlying equity to Party A and/or the third party designated by Party A according to Party A’s requirements:

(1)    According to Chinese laws, Party A and/or the third party designated by Party A may hold all or part of the underlying equity; or

(2)    Other circumstances deemed appropriate or necessary by Party A.

The call options obtained by Party A under this Agreement are exclusive, unconditional and irrevocable.

1.2    All parties agree that Party A has the right to exercise all or part of the call options and obtain all or part of the underlying equity at its own discretion. All parties further agree that when Party A exercises the call option according to the provisions of this Agreement, the time, manner, quantity and frequency are not limited.

1.3    All parties agree that Party A may designate any third party to receive all or part of the underlying equity, and Party B shall not refuse to transfer all or part of the underlying equity to the designated third party except in cases explicitly prohibited by Chinese laws.

1.4    Before the underlying equity is transferred to Party A or the third party designated by Party A according to the provisions of this Agreement, Party B shall not transfer the underlying equity to any third party without the prior written consent of Party A, otherwise such transfer will be invalid.

2. Procedure

2.1    Party B shall sign the Equity Transfer Contract in the format specified in Annex II of this Agreement while signing this Agreement, and submit this document to Party A.

2.2    If Party A decides to exercise the call option in accordance with Article 1.1 above, it shall send a written exercise notice to Party B (in the format specified in Annex III of this Agreement), and shall state the proportion or quantity of the underlying equity to be transferred and the name and identity of the transferee in the notice. Party B and Party C shall provide all necessary information and documents for handling the equity transfer procedures within seven days after receiving the notice from Party A.

2.3    Except for the conditions mentioned in Article 1.1 and the notice mentioned in Article 2.2 of this Agreement, when Party A transfers the underlying equity, there are no other prerequisite or incidental conditions or procedures.

2.4    Party B shall provide necessary and timely support to Party C, and assist Party C to handle the approval procedures in the approval authority in accordance with applicable Chinese laws (if required by law) and handle the equity transfer procedures in the administrative department for industry and commerce.

2.5    The date when the transfer procedures for the underlying equity are completed is the date when the exercise of the call option is completed.

3. Transfer Price

3.1    The total transfer price of the underlying equity shall be the lowest price allowed by Chinese laws and regulations when the equity is transferred. If the underlying equity is transferred by stages or in batches, the corresponding transfer price shall be determined according to the specific transfer time and transfer ratio.

3.2    The taxes arising from the transfer of the underlying equity shall be borne by each party according to law.

3.3    Party B agrees that all the exercise price (if any) obtained by Party B when Party A or the third party designated by Party A exercises the right will be freely given to Party C in a manner permitted by law.

4. Representations, Warranties and Undertakings

4.1    Any party hereby represents and warrants to the other parties as follows:

(1)    The party has complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as the litigation subject;

(2)    The party has all necessary rights, capabilities and authority to sign this Agreement and perform all obligations and responsibilities under this Agreement;

(3)    The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals;

(4)    When signing and performing this Agreement, the party will not violate any major

contract or agreement that binds the party or its assets; and

(5)    This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes a legal and binding obligation of the party.

4.2    Party B and Party C jointly make further representations and guarantees to Party A as follows:

(1)    On the effective date of this Agreement, Party B legally owns the equity of Party C, and has complete and effective right to dispose of the equity. The registered capital of Party C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has no right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements.

(2)    Within the validity period of this Agreement, Party B shall not transfer any equity held by Party C to any third party, or the transferred equity shall be free and clean of any mortgage, pledge, any other types of encumbrances without the prior written consent of Party A.

(3)    Where permitted by relevant Chinese laws, Party B and Party C will extend the operating period of Party C according to the approved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable).

(4)    Within the validity period of this Agreement, without the written consent of Party A, Party B:

(i)    shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity;

(ii)    shall not dispose of or urge the management of Party C to dispose of any major assets of Party C;

(iii)    shall not terminate or urge the management of Party C to terminate any major agreement signed by Party C, or sign any other agreement that conflicts with the existing major agreement.

(iv)    shall not appoint or replace any director, supervisor or other management personnel of Party C;

(v)    shall not urge Party C to announce the distribution or actually distribute any distributable profits or dividends;

(vi)    shall ensure that Party C effectively survives and is not terminated, liquidated or dissolved;

(vii)     shall not amend the articles of association of Party C; and

(viii)    shall ensure that Party C will not lend or borrow loans, provide guarantees or issue the guarantees in other forms, or undertake any substantive obligations besides the normal business activities.

(5)    Once Party A issues a written exercise notice:

(i)    Party B shall immediately convene the shareholders’ meeting, pass the resolutions of the shareholder meeting and take other necessary actions, and agree to transfer the underlying equity to Party A and/or its designated third party at the agreed share price, and waive its first refusal right;

(ii)    According to the signed Equity Transfer Contract, Party B shall immediately transfer the underlying equity to Party A and/or its designated third party at the agreed transfer price, and provide necessary support (including providing and signing all relevant legal documents, performing all government approval and registration procedures and undertaking all relevant obligations) to Party A and/or its designated third party to obtain the underlying equity, and the underlying equity shall be free of any legal defects and free from encumbrances and rights such as security interests, third party restrictions or any other restrictions on the equity.

5. Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing.

This article shall survive any change, cancellation or termination of this Agreement.

6. Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.

Party A: Jiangsu Manyun Logistics Information Co., Ltd.

Address: 3F, Building A, Wanbo Science & Technology Park, No.66 Huashen Avenue, Yuhuatai District, Nanjing

Party B: Hui Zhang

Address: **********

Party B: Guizhen Ma

Address: **********

Party C: Beijing Yunmanman Technology Co., Ltd.

Address: Room 12-2-121502, Building 3, No. 1 Futong East Street, Chaoyang District, Beijing

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

7. Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.

8. Force Majeure

Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

9. Supplementary Provisions

9.1    This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.

9.2    This Agreement shall come into force from the date of its execution by all parties, and shall be terminated after Party A exercises its call option according to this Agreement and obtains all the underlying equity of Party C or when all parties reach any agreement on dissolution of this Agreement.

9.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

9.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

9.5    This Agreement shall be binding on the legal assignees or successors of all parties.

9.6    All parties shall bear and pay the taxes involved in this Agreement according to law.

9.7    This Agreement and its annexes constitute the entire agreement concerning the transactions under this Agreement, and shall replace any and all oral or written communications, commitments, memos or any other discussions made by all parties on matters related to this Agreement.

9.8    Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.

9.9    This Agreement shall be made in Chinese and in quadruplicate. Party A and Party C shall hold one copy respectively; and Party B shall hold two copies.

(No text below)

(Signature page to Exclusive Option Agreement)

Party A: Jiangsu Manyun Logistics Information Co., Ltd.
By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Title:	Legal Representative
Party B:
By:	/s/ Hui Zhang
Name:	Hui Zhang
By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Party C: Beijing Yunmanman Technology Co., Ltd.
By:	/s/ Hui Zhang
Name:	Hui Zhang
Title:	Legal Representative

Annex I

[This page is Annex I to the Exclusive Option Agreement]

Basic information

Company name: Beijing Yunmanman Technology Co., Ltd.

Registered capital: RMB 100,000

Paid-in capital: RMB 0

Legal representative: Hui Zhang

Equity structure:

Name of stockholder	Amount of contribution (RMB 10,000)		Ratio of contribution (%)			Method of contribution
Hui Zhang		6.5		65	%		Currency
Guizhen Ma		3.5		35	%		Currency

Annex II

[This page is Annex II to the Exclusive Option Agreement ]

Equity Transfer Contract

This Equity Transfer Contract (the “Contract”) is signed by both parties on MM/DD/YY:

Transferor (Party A):

1.    Hui Zhang, ID Number ************;

2.    Guizhen Ma, ID Number ************;

Transferee (Party B):

(Party A and Party B are individually referred to as “one party” and collectively as “both parties”)

Through friendly negotiation, the two parties have reached the following agreement on matters regarding the equity transfer:

1.    The Transferor agrees to transfer     % of its equity in Beijing Yunmanman Technology Co., Ltd. (the “Target Equity”) to the Transferee at RMB    , and the Transferee agrees to accept the Target Equity.

2.    After the equity transfer, the Transferor shall no longer enjoy shareholder’s rights or assume shareholder’s obligations of the Target Equity, and the Transferee shall enjoy shareholder’s rights and assume shareholder’s obligations of the Target Equity.

3.    For matters not mentioned herein, a supplementary agreement may be signed by both parties.

4.    This Contract shall come into force on the date of signature of both parties hereto.

5.    This Contract shall be made in _ copies. Party A and Party B shall each hold one copy and the rest shall be used for industrial and commercial registration of changes.

(No text below)

[This page is the signature page of the Equity Transfer Contract]

Transferor:

Hui Zhang (signature):                                                    

Guizhen Ma (signature):                                                 

Transferee:

Annex III

[This page is Annex III to the Exclusive Option Agreement]

NOTICE OF EXERCISE

To: Beijing Yunmanman Technology Co., Ltd. (“you”) and your shareholders

Whereas we signed an Exclusive Option Agreement with you and your shareholders on (MM/DD/YY), it is agreed that under the conditions permitted by the relevant laws and regulations of China, your shareholders shall, at the request of us, sell the equity they hold in you to us or the transferee designated by us.

Therefore, we hereby sends this notice to you and your shareholders as follows:

We hereby request to exercise the call option under the Exclusive Option Agreement at a price of RMB                 . We/the transferee designated by us shall purchase the equity held by your shareholders that accounts for     % of your registered capital (the “equity to be transferred”). Upon receipt of this notice, you and your shareholders shall, in accordance with the terms of the Exclusive Option Agreement , go through the necessary procedures for selling all the equity to be transferred to us/the transferee designated by the us within            workdays.

Jiangsu Manyun Logistics Information Co., Ltd.

(Stamp)

Signature:

Name:

Position:

Date:                             

EX-10.13

Exhibit 10.13

Equity Interest Pledge Agreement

This Equity Interest Pledge Agreement (this “Agreement”) is signed by the following parties on March 12, 2021:

Party A: Full Truck Alliance Information Consulting Co., Ltd. (the “Pledgee”), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou;

Party B: [Name of the Shareholder] (the “Pledgor”), ID Number                             ;

Party C: Guizhou FTA Logistics Technology Co., Ltd. (the Company with “Pledged Equity” as defined below), a limited liability company established and validly existing under Chinese law, with its registered address at Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.

(Party A, Party B and Party C are individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    Party A, Party B and Party C have respectively signed the agreements listed in the annex to this Agreement and the annexes to such agreements (collectively referred to as the “Master Contract”);

(2)    Party B holds totally                 % equity of Party C; Party B intends to unconditionally and irrevocably pledge its equity of Party C to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. Party A also agrees to accept the aforementioned secured interest (the “Pledge Right”).

Whereas, after friendly negotiation, Party A, Party B and Party C have agreed the following agreement for joint compliance:

1.    Pledge

Party B agrees to unconditionally and irrevocably pledge all             % equity of Party C (the “Pledged Equity”) to Party A as a guarantee for Party B and Party C to perform all their obligations under the Master Contract. The amount and ratio of capital contribution pledged by each shareholder are as follows:

Name of shareholders Pledge capital contribution (RMB: 10,000) Pledge capital contribution ratio (%)

2.    Scope of Warranty

The scope of warranty of the pledged equity under this Agreement includes all the obligations of Party B and Party C under the Master Contract (including but not limited to any payment due but yet not paid to Party A, liquidated damages, damage awards, etc.), the costs for the realization of the principal creditor’s right and the pledge right, and all other related costs.

3.    Pledge Period

The equity pledge under this Agreement shall be established from the date when it is registered in the administrative department for industry and commerce of Party C, and shall be terminated when all the master contracts have been fulfilled, expired or terminated (whichever is later). Within the pledge period, if Party B, Party C, and/or their legal assignees or successors fail to fulfill any of their obligations under any master contract, or any event of default under Article 8.1 of this Agreement occurs, Party A shall have the right to dispose of the pledge equity according to the provisions of this Agreement.

4.    Registration

4.1     Party B and C undertake to Party A that they will (i) record the equity pledge issue under this Agreement on the register of shareholders of Party C on the signing date of this Agreement and will submit the register of shareholders after the equity pledge is recorded to Party A; (ii) deliver the capital contribution certificate issued by Party C to Party B to Party A on the signing date of this Agreement; and (iii) within ten working days since the signing date of this Agreement or with other feasible shortest period, register the aforementioned equity pledge to the relevant industrial and commercial registration authority for filing, and obtain the relevant registration and filing written certificates from the registration authority. On the premise of abiding by other provisions of this Agreement, during the term of this Agreement, except for registration and amendment required by Party C’s operation, Party C’s register of shareholders will be kept by Party A or its designated personnel.

4.2    Party B and Party C further undertake that after the signing of this Agreement, with Party A’s prior written consent, Party B can increase the capital on Party C; after the capital increase, Party B and Party C shall sign an Equity Interest Pledge Agreement with Party A additionally, and shall pledge all equity after capital increase to Party A; at the same time, carry out necessary amendments to the register of shareholders and the amount of equity contribution of the relevant company immediately, and perform the pledge procedure stipulated in Article 4.1.

4.3    All costs and actual expenses related to this Agreement, including but not limited to registration fee, cost of production, stamp duty, and any other taxes and expenses, shall be borne by each party respectively according to the relevant laws and regulations.

5.    Representations and Warranties of Party B and Party C

Party B and Party C hereby separately and jointly represent and warrant to Party A as follows:

5.1    Party B, as the legal owner of the pledge equity, has no dispute about the ownership of the pledge equity that has or may occur. Party B has the right to dispose of part and/or all of the pledge equity, and such right to dispose of is not restricted by any third party.

5.2    Except for the pledge right stipulated in this Agreement, the power of attorney stipulated in the Power of Attorney and the call option stipulated in the Exclusive Option Agreement, Party B has not set any other security rights or third party rights and other encumbrances on the pledge equity.

5.3    This Agreement is properly signed between Party B and Party C, constituting legal, effective and binding obligations on them.

5.4    Party B and Party C sign and fulfill this Agreement and all applicable laws, any agreement with them as one party or with binding force on their assets, any court decision, any arbitration organ’s arbitrament, and any administrative organ’s decision (if any), without any violation or conflict.

5.5    On the premise of permitted by Chinese law, the pledge under this Agreement constitutes the security interest of the first order for the pledge equity.

5.6    Party B and Party C fully understand the content of this Agreement, and their signing and performance of this Agreement are voluntary, with all the meanings true. Party B and Party C have taken all necessary measures according to Party A’s reasonable requirements, obtained all internal authorizations required by the signing and performance of this Agreement, and signed all necessary documents to ensure that the equity pledge under this Agreement is legal and effective.

5.7    In the duration of this Agreement, Party B and Party C shall abide by and implement all Chinese laws and regulations related to the pledge of rights. Upon receipt of notices, instructions or suggestions issued by the relevant competent authorities on pledge equity, they shall show the above notices, instructions or suggestions to Party A within five (5) working days, and at the same time abide by the above notices, instructions or suggestions, or raise objections and statements on the above matters according to Party A’s reasonable requirements or with Party A’s written consent.

5.8    Party B and Party C will not implement, nor promote or allow other parties to conduct any behaviors that may detract, harm or otherwise damage the value of the pledge equity or the pledge right of Party A. Party B and Party C shall notify Party A in writing within five (5) working days from the date when they have known any events and behaviors that may affect the value of the pledge equity or the pledge right of Party A. Party A shall take no responsibility for any decrease in the value of the pledge equity, and Party B and Party C shall have no right to recourse or make any request to Party A in any form.

5.9    Under the condition of complying with the relevant Chinese laws and regulations, the equity pledge under this Agreement is a continuing guaranty and remains fully effective in the duration of this Agreement. Even if Party B or Party C is insolvent, liquidated, incapacitated, or has changes in organization or status, or has any capital offset between the parties, or any other event, the equity pledge under this Agreement will not be affected.

5.10    For the purpose of implementing this Agreement, Party A has the right to dispose of the pledge equity in the way stipulated in this Agreement, and Party A shall not be subject to any interruption or impairment through the legal process by Party B or Party C, or the successor of Party B or Party C, or the consignor of Party B or Party C or anyone else, when Party A exercises its rights according to the terms of this Agreement.

5.11     In order to protect or improve this Agreement’s guarantee for Party B and Party C to fulfill the obligations under the Master Contract, Party B and Party C will sign in good faith, and urge other interested parties related to the pledge equity to sign all the certificates and contracts of rights related to the implementation of this Agreement and required by Party A, and/or perform or urge other interested parties to fulfill behaviors required by Party A and related to the implementation of this Agreement, and provide convenience for the exercise of the rights and authorizations granted to Party A under this Agreement.

In order to guarantee the interests of Party A, Party B and Party C will abide by and perform all warranties, undertakings, agreements, representations and conditions. If Party B and/or Party C fails to perform or incompletely performs their warranties, undertakings, agreements, representations and conditions, causing damages to Party A, Party B and/or Party C shall compensate Party A for all losses incurred thereby.

6.    Undertakings by Party B

Party B hereby undertakes to Party A as follows:

6.1    Without Party A’s prior written consent, Party B shall not re-establish or allow to establish any new pledge or any other security interest on the pledge equity, and any fully or partly established pledge on the pledge equity without Party A’s prior written consent or any other security interest will be invalid.

6.2    Without prior written notice to Party A and obtaining its prior written consent, Party B shall not transfer the pledge equity, and all of Party B’s actions of transferring the pledge equity without Party A’s prior written consent will be invalid.

6.3    When any lawsuit, arbitration or other request occurs, and may adversely affect Party A’s rights and interests or pledge equity under this Agreement, Party B shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party A’s reasonable requirements, to ensure Party A’s pledge rights and interests on pledge equity.

6.4    Party B shall not conduct or allow any behavior that may adversely affect Party A’s interests and rights or pledge equity under the Master Contract and this Agreement.

6.5    Party B shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party A’s reasonable requirements to ensure Party A’s pledge rights and interests on the pledge equity and the exercise and realization of such rights.

6.6    If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party B shall warrant to take all measures to realize such transfer.

6.7    Party B will provide Party A with Party C’s financial statements of the previous Gregorian calendar quarter within the first month of each Gregorian calendar quarter, including (but not limited to) balance sheet, income statement and cash flow statement.

7.    Undertakings by Party C

Party C hereby further undertakes to Party A as follows:

7.1    Without Party A’s prior written consent, Party C will not assist or allow Party B to re-establish any new pledge or any other security interest on the pledge equity.

7.2    Without the prior written consent of Party A, Party C will not assist or allow Party B to transfer the pledge equity.

7.3    When any lawsuit, arbitration or other request occurs, and may adversely affect the pledge equity or Party A’s rights and interests under this Agreement, Party C shall warrant to immediately notify Party A in writing and shall take all necessary measures according to Party A’s reasonable requirements, to ensure Party A’s pledge rights and interests on pledge equity.

7.4    Party C shall not conduct or allow any behavior that may adversely affect Party A’s interests and rights or pledge equity under the Master Contract and this Agreement.

7.5    Party C shall warrant to take all necessary measures and sign all necessary documents (including but not limited to the supplementary agreement of this Agreement) according to Party A’s reasonable requirements to ensure Party A’s pledge rights and interests on the pledge equity and the exercise and realization of such rights.

7.6    If any transfer of pledge equity is caused by the exercise of the pledge right under this Agreement, Party C shall warrant to take all reasonable measures to realize such transfer.

8.    Event of Exercise and Exercise of Pledge

8.1    In case of any of the following events (the “Event of Exercise”), Party A may choose to request Party B or Party C to immediately and fully perform all of its obligations under this Agreement, and the pledge right established under this Agreement can also be exercised immediately:

(a)    Any representations, warranties or undertakings made by Party B and Party C in this Agreement or the Master Contract are inconsistent, incorrect, untrue or no longer correct or true in any respect; or Party B, Party C or their legal assignees or successors violate or fail to abide by any of its obligations under this Agreement or the Master Contract or any undertakings and warranties that made; or

(b)    Any one or more of the obligations of Party B, Party C or their legal assignees or successors under this Agreement or any master contract are deemed as illegal or invalid transactions; or

(c)    Party B or Party C or their legal assignees or successors seriously violate their obligations under this Agreement.

8.2    In case of any of the above exercise events, Party A may exercise the pledge right by purchasing at a discount, appointing other party to purchase at a discount, auction or sell the pledge equity according to the relevant Chinese laws and regulations. Party A can exercise the pledge right under this Agreement without needing to first exercise other guarantees or rights, or take other measures or procedures against Party B and/or Party C or anyone else.

8.3    Upon the request of Party A, Party B and Party C shall take all legal and appropriate actions required by Party A to enable it to exercise the pledge right according to this Agreement. For this purpose, Party B and Party C shall sign all the documents and materials reasonably required by Party A, and shall implement and handle all actions and issues reasonably required by Party A.

9.    Transfer

9.1    Unless with the prior written consent of Party A, Party B and Party C shall have no right to grant or transfer any of their rights and obligations under this Agreement to any third party, but not including the Exclusive Option Agreement signed between Party B and Party A.

9.2    This Agreement is binding upon Party B and its legal assignees or successors, and is valid for Party A and each legal assignee or successor.

9.3    Party A may transfer all or any of its rights and obligations under the Master Contract to its designated party (which may be a natural person/legal person) at any time, in this case, the assignee shall enjoy and assume the rights and obligations that Party A enjoys and assumes under this Agreement, just as it shall enjoy and assume as a party to this Agreement. When Party A transfers the rights and obligations under the Master Contract, upon the request of Party A, Party B and/or Party C shall sign relevant agreements and documents with regard to such transfer.

9.4    If any change of Party in this Agreement is caused by the above transfer of Party A, both parties to the new pledge shall sign another pledge agreement, and Party B and Party C shall assist the assignee in handling all the equity pledge registration changes (if applicable).

10.    Fundamental Change of Circumstances

10.1    As a supplement, and without violating other terms of the Master Contract and this Agreement, if at any time, due to the promulgation or change of any Chinese laws, regulations or rules, or due to the change of interpretation or application of such laws, regulations or rules, or due to the change of related registration procedures, Party A deems that it becomes illegal to keep this Agreement effective and/or dispose of the pledge equity in the way stipulated in this Agreement or violates such laws, regulations or rules, Party B and C Party shall immediately take any action, and/or sign any agreements or other documents following Party A’s written instructions and according to Party A’s reasonable requirements, so as to:

(a)    Maintain this Agreement effective;

(b)    Facilitate to dispose of the pledge equity in the way stipulated in this Agreement; and/or

(c)    Maintain or realize the guarantee established or intended to be established in this Agreement.

11.    Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.

12.    Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.

13.    Force Majeure

Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

14.    Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.

Party A: Full Truck Alliance Information Consulting Co., Ltd.

Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou

Party B: [Name of the Shareholder]

Address:                                              

Party C: Guizhou FTA Logistics Technology Co., Ltd.

Address: Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

15.    Supplementary Provisions

15.1    This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.

15.2    This Agreement shall take effect since the date of signing by all parties and will be terminated after all obligations under the Master Contract are fully implemented or terminated for any reason.

15.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

15.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

15.5    All parties shall bear and pay the taxes involved in this Agreement according to law.

15.6    Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.

15.7    This Agreement is written in Chinese. The original is made in sextuplicate. Party A and Party C hold one copy for each; Party B holds two copies; the remaining two originals shall be submitted to the related industrial and commercial registration authority for filing.

(No text below)

(Signature page to Equity Interest Pledge Agreement)

Party A: Full Truck Alliance Information Consulting Co., Ltd.

By:                                                  

Name: Zhengju Qian

Title: Legal Representative

Party B:

By:                                                  

Name: [Name of the Shareholder]

Party C: Guizhou FTA Logistics Technology Co., Ltd.

By:                                                  

Name: Hui Zhang

Title: Legal Representative

Annex

[This page is an annex to the Equity Interest Pledge Agreement]

List of Agreements

1. Exclusive Service Agreement

2. Exclusive Option Agreement

3. Power of Attorney

Schedule of Material Differences

One or more Equity Interest Pledge Agreements using this form were executed. Pursuant to Instruction 2 to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:

No	Name of Variable Interest Entity	Name of Shareholder	Pledge capital contribution (RMB: 10,000)		% of Shareholder’s Equity Interest in the VIE
1	Guizhou FTA Logistics Technology Co., Ltd.	Hui Zhang		700		70	%
2	Guizhou FTA Logistics Technology Co., Ltd.	Guizhen Ma		300		30	%

EX-10.14

Exhibit 10.14

Spousal Consent Letter

To: Full Truck Alliance Information Consulting Co., Ltd.

I am [Name of the Covenantor] (ID No.:                     ), the spouse of [Name of Shareholder], a shareholder of Guizhou FTA Logistics Technology Co., Ltd. (the “Guizhou FTA”). [Name of Shareholder] currently holds             % of equity in Guizhou FTA. Guizhou FTA and your company signed the Exclusive Service Agreement on March 12, 2021. Guizhou FTA, shareholders of Guizhou FTA, and your company signed the Exclusive Option Agreement on March 12, 2021, signed the Power of Attorney on March 12, 2021, and signed the Equity Interest Pledge Agreement on March 12, 2021 (collectively referred to as the “Control Agreements”). [Name of Shareholder] issued the Power of Attorney on March 12, 2021 (the “Power of Attorney”), in order to protect the benefits of your company in the control agreements, I hereby irrevocably make the following undertakings to your company:

1. I fully understand and agree to the above control agreements and the Power of Attorney signed by [Name of Shareholder]. Such control agreements and the Power of Attorney are solely owned by [Name of Shareholder], who shall assume the relevant rights and obligations, and I do not enjoy nor assume any rights and obligations that stipulated or agreed;

2. I confirm that the equity of Guizhou FTA held by [Name of Shareholder] and all the rights and interests attached to it are not the common property of myself and my spouse [Name of Shareholder];

3. I will not and shall not participate in the operation, management, liquidation, dissolution and other business of Guizhou FTA in the future, and will not claim any rights and interests related to the equity and assets of Guizhou FTA; my spouse [Name of Shareholder] can independently make any decision related to Guizhou FTA, and its effect will not be limited or affected by my decision, even if I and my spouse [Name of Shareholder] are divorced;

4. In order to protect Guizhou FTA’s equity under the structural contract and achieve the purpose involved, if I need to sign the relevant documents or perform the relevant procedures with regard to the held equity of Guizhou FTA or the fulfillment of the control agreements, I hereby authorize my spouse [Name of Shareholder] from time to time to sign all necessary documents or perform all necessary procedures for me and on my behalf, and I hereby confirm and agree all the relevant documents signed or procedures performed by my spouse [Name of Shareholder];

5. My confirmation, consent, undertakings and authorization in this letter will not be revoked, damaged, invalidated or otherwise adversely affected by Guizhou FTA’s registered capital increase, decrease, bankruptcy, reorganization, merger, division, shareholder change or other similar events, and will not be revoked, damaged, invalidated or otherwise adversely affected by my loss of capacity for civil conduct, demise, qualification loss of spouse, divorce or other similar events.

I signed this Spousal Consent Letter on March 12, 2021, and this Spousal Consent Letter, after signed by me, will take effect on the date when the control agreements come into force.

(Signature page to Spousal Consent Letter)
By:
Name:	[Name of the Covenantor]

Schedule of Material Differences

One or more spouse consent letters using this form were executed. Pursuant to Instruction 2 to Item 601 of Regulation S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form:

No	Name of Variable Interest Entity	Name of Shareholder	Name of Covenantor	% of Shareholder’s Equity Interest in the VIE
1	Guizhou FTA	Hui Zhang	Li Hou		70	%
2	Guizhou FTA	Guizhen Ma	Erxia Xu		30	%

EX-10.15

Exhibit 10.15

Power of Attorney

This Power of Attorney (this “Agreement”) is signed by the following parties on March 12, 2021:

(1)    Full Truck Alliance Information Consulting Co., Ltd. (the “Sole Proprietorship”), a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou;

(2)    All entities listed in Annex I of this Agreement (the “Authorized Party”); and

(3)    Guizhou FTA Logistics Technology Co., Ltd., (the “Domestic Company”) a limited liability company established and validly existing under Chinese law, with its registered address at Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.

(Sole Proprietorship, Authorized Party and Domestic Company are hereinafter referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    The Authorized Party is a registered shareholder of the Domestic Company and holds 100% of the equity of the Domestic Company;

(2)    The Authorized Party intends to authorize the Sole Proprietorship (through its designated individuals) to exercise its voting rights in the Domestic Company, and to exercise all the voting rights enjoyed by it as a shareholder of the Domestic Company on behalf of the Authorized Party. The Sole Proprietorship intends (through its designated individuals) to accept such entrustment.

Whereas, all parties of the Agreement have reached the following through friendly negotiation:

1.    Voting Rights

1.1    The Authorized Party as a whole hereby irrevocably and unanimously agrees to authorize the Sole Proprietorship to act on behalf of the Authorized Party as a shareholder of the domestic company at its shareholders meeting within the proxy period specified in this Agreement to exercise all the voting rights (the “Voting Rights”) enjoyed according to the applicable laws of China and the Articles of Association of a domestic company. The Sole Proprietorship enjoys 100% of the voting rights represented by the registered capital of all domestic companies.

1.2    The above voting rights include but are not limited to the following rights:

1.2.1    Determine the business policies and investment plans of domestic companies;

1.2.2    Elect and replace the directors of domestic companies and determine their remuneration;

1.2.3    Elect and replace the supervisors of domestic companies and determine their remuneration;

1.2.4    Approve any reports prepared by the board or executive directors of domestic companies;

1.2.5    Approve any reports prepared by the board of supervisors or supervisors of domestic companies;

1.2.6    Approve the annual financial budget and final accounts of domestic companies;

1.2.7    Approve the profit distribution plans and the loss recovery plans of domestic companies;

1.2.8    Determine any increase or decrease in the registered capital of domestic companies;

1.2.9    Determine the issue of any corporate bonds by domestic companies;

1.2.10    Determine the merger, division, reorganization, termination and liquidation of domestic companies;

1.2.11    Determine the changes in the business scope of domestic companies;

1.2.12    Modify the articles of association of domestic companies;

1.2.13    Determine any changes in the scope of operation or nature of the domestic companies;

1.2.14    Determine the dividends and other distribution policies of domestic companies;

1.2.15    Determine to borrow any loan from any third party in the name of a domestic company;

1.2.16    Determine to sell, transfer or otherwise dispose of major assets or rights of domestic companies to any third party, including but not limited to intellectual property rights;

1.2.17    Determine to set any security interest in the major assets (tangible or intangible assets) of domestic companies, regardless of the purpose of the security;

1.2.18    Determine to transfer any agreement or contract with a domestic company as a party to any third party;

1.2.19    Determine any loan provided or lent by a domestic company to any party; and

1.2.20    Determine other matters that may have a significant impact on any rights, obligations, assets or operations of a domestic company.

1.3    The Sole Proprietorship shall exercise the voting rights described in this Agreement by designating one (1) natural person. After the Sole Proprietorship selects a natural person, it shall notify the Authorized Party in writing. The Authorized Party shall sign the power of attorney in the format shown in the Annex II: to the natural person. Unless the Sole Proprietorship requires to replace the designated natural person through a written notice, the Authorized Party shall not withdraw the authorization of the natural person without authorization. If the Sole Proprietorship changes the designated natural person, the Authorized Party shall immediately terminate the signed power of attorney on the replaced person, and shall sign a new power of attorney to authorize the Sole Proprietorship to re-appoint a person.

1.4    The Sole Proprietorship agrees to accept the authorization of the authorized party according to the provisions of Article 1.1 in the above, and to exercise the voting rights on behalf of the Authorized Party according to the terms and conditions of this Agreement.

1.5    The Authorized Party hereby irrevocably authorizes the Sole Proprietorship to sign and/or stamp on all the relevant legal documents related to the exercise of any rights enjoyed by the Authorized Party as a shareholder of the domestic company on behalf of the Authorized Party.

2.    Exercise of Voting Rights

2.1    For any matters approved by the Sole Proprietorship based on the exercise of the voting rights granted under this Agreement, the Sole Proprietorship may request the Authorized Party to sign the relevant resolutions of the domestic company’s shareholders meeting or any other similar written documents when it deems necessary.

2.2    The Sole Proprietorship shall report to the Authorized Party on the exercise of the voting rights granted under this Agreement at any time when it deems appropriate. Upon termination of this Agreement, the Sole Proprietorship shall report to the Authorized Party the results related to its exercise of the voting rights granted under this Agreement.

3.    Proxy Period

3.1    The proxy period under this Agreement shall start from the effective date of this Agreement to (i) The completion date of equity transfer (as defined hereunder); or (ii) The termination of the domestic company (whichever occurs earlier). The “Completion Date of Equity Transfer” shall refer to the date when the domestic company has completed the procedures for the registration of change of shareholders in the competent administrative department for industry and commerce, and when the Sole Proprietorship and/or a third party designated by it has become the registered and legal ownership of all equity of the domestic company.

3.2    After all parties have reached a consensus through negotiation, all parties of this Agreement can adjust the proxy period under this Agreement at any time through negotiation, provided that any such adjustment must be clearly made in the form of a written agreement.

4.    Proxy Remuneration

The Sole Proprietorship hereby agrees that the Authorized Party is not obligated to pay any remuneration to the Sole Proprietorship for its exercising any rights granted under this Agreement on behalf of the Authorized Party.

5.    Representations and Warranties

5.1    The Authorized Party hereby separately represents and guarantees as follows:

5.1.1    It is a Chinese citizen with full capacity; it has complete and independent legal status and legal capacity, and has obtained proper authorization to sign, deliver and perform this Agreement, and can independently act as a subject of litigation.

5.1.2    It has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

5.1.3    It is a registered and legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.

5.2    The Sole Proprietorship and the Domestic Company hereby separately and jointly declare and guarantee as follows:

5.2.1    It is a limited liability company duly registered and legally existed according to the law of the registration place, with independent legal person qualification. It has complete and independent legal status and legal capacity to sign, deliver and fulfill this Agreement, and can independently act as a subject of litigation.

5.2.2    It has the full power and authorization within the Domestic Company to sign and deliver this Agreement and all other documents to be signed and are related to the transactions described in this Agreement, and it has the full power and authorization to complete the transactions described in this Agreement.

5.3    The Domestic Company further declares and guarantees as follows:

The Authorized Party is a registered legal shareholder of a domestic company when this Agreement takes effect, except the rights set forth in this Agreement and in the Equity Interest Pledge Agreement, Exclusive Service Agreement and the Exclusive Option Agreement signed with the Sole Proprietorship, there are no third party rights on entrusted rights. According to this Agreement, the Sole Proprietorship can fully and completely exercise its entrusted rights according to the then effective Articles of Association of the Domestic Company.

6.    Default Liability

6.1    If any authorized party directly or indirectly violates any provision of this Agreement, or fails to perform or fails to timely and fully perform any of its obligations under this Agreement, the authorized party shall be deemed to have violated this Agreement and the Sole Proprietorship can request the authorized party to correct its violation or non-performance by written notice, take adequate, timely and effective measures to eliminate the consequences of the above violation or non-performance, and compensate the sole proprietorship for the losses caused by the violation or non-performance of the authorized party.

6.2    Once a breach of contract occurs, and the Sole Proprietorship believes that this breach has caused the unfeasible or unfair performance of any of its obligations under this Agreement based on its reasonable and objective judgment, the Sole Proprietorship may notify the Authorized Party in writing to temporarily suspend the performance of its obligations under this Agreement until the Authorized Party has stopped its breach of contract, has taken timely and effective measures to eliminate the consequences therefrom, and has compensated the Sole Proprietorship for the losses caused by the above breach of contract.

6.3    The losses suffered by the Sole Proprietorship due to the breach of contract of the Authorized Party and can be repaid by the Authorized Party shall include all direct economic losses suffered by the Sole Proprietorship due to or related to the Authorized Party’s breach of contract, any expected indirect losses, and any other extra charges incurred thereof, including but not limited to attorney fees, litigation and arbitration fees, financial expenses and travel expenses. If this Agreement has any other express provision on the amount of liquidated damages, that provision shall apply.

7.    Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other addresses known by all parties of this Agreement.

Full Truck Alliance Information Consulting Co., Ltd.

Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou, China

Authorized Party: Hui Zhang

Address: **********

Authorized Party: Guizhen Ma

Address: **********

Guizhou FTA Logistics Technology Co., Ltd.

Address: Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

8.    Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of other parties, no party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing. This article shall survive any change, cancellation or termination of this Agreement.

9.    Effectiveness, Amendment and Termination

9.1    This Agreement shall take effect after being signed by all parties to this Agreement, and shall expire at the end of the proxy under this Agreement.

9.2    If any shareholder transfers all its equity held in a domestic company to the Sole Proprietorship or its designated third party before the expiry of this Agreement, the shareholder shall be exempt from any restrictions regulated in this Agreement from the date of completion of equity transfer.

9.3    Each shareholder hereby irrevocably and permanently waives its right to terminate this Agreement.

9.4    After all the parties of this Agreement have signed a written agreement, this Agreement could be supplemented or amended in writing. The amendment agreement and supplementary agreement (if any) of this Agreement shall become a part of this Agreement after being signed by all the parties of this Agreement and shall be binding upon all parties.

9.5    The Authorized Party agrees that the Sole Proprietorship has the right to terminate this Agreement in advance without any reason after notifying the Authorized Party ten (10) days in advance in writing, without any liability for breach of contract. Notwithstanding the above regulations, the Authorized Party shall not terminate this Agreement in advance for any reason without the prior written consent of the Sole Proprietorship.

9.6    Any early termination of this Agreement shall not affect any rights granted to or obligations assumed by either party prior to the date of such termination according to the terms of this Agreement.

10.    Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the domestic company is located for property preservation or take other measures permitted by law, so as to support the arbitration.

11.    Miscellaneous

11.1    All the titles contained in this Agreement are set for convenient access only and shall not affect the interpretation to any provisions of this Agreement in any way.

11.2    If all or any part of any provision of this Agreement is recognized to be unenforceable due to violation of any law or government regulation or any other reason, the provisions of that part shall be deemed deleted; but such deletion shall not affect the legal effect of any other part of this provision or any other provisions of this Agreement. In this case, all parties of this Agreement shall negotiate to reach new provisions to replace the invalid or unenforceable terms in the above.

11.3    If any shareholder violates any provisions of this Agreement, such violation shall not affect the rights and obligations of other parties under this Agreement and any other related agreements, as well as the fulfillment and execution of this Agreement and such other agreements. Each authorized party shall bear joint and several liability for any and all obligations and responsibilities of other authorized parties under this Agreement.

11.4    Unless otherwise agreed in this Agreement, the failure or delay of any party to exercise any of its rights, powers or privileges under this Agreement shall not be deemed as a waiver of such rights, powers or privileges, and solely or partly exercise of any rights, powers or privileges under this Agreement shall not impede the exercise of any other rights, powers and privileges herein.

11.5    This Agreement shall benefit all parties herein and their respective successors and legal assignees, and shall be binding upon them.

11.6    The original agreement is in made in quadruplicate, with each party holding one copy. All the originals of this Agreement shall have the same effect.

(No text below)

(Signature page to Power of Attorney)

Full Truck Alliance Information Consulting Co., Ltd.
By:	/s/ Zhengju Qian
Name:	Zhengju Qian
Title:	Legal Representative
Authorized Party:
By:	/s/ Hui Zhang
Name:	Hui Zhang
By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Guizhou FTA Logistics Technology Co., Ltd.
By:	/s/ Hui Zhang
Name:	Hui Zhang
Title:	Legal Representative

Annex I

Authorized Party

No	Name	PRC ID Number
1.	Hui Zhang	**********
2.	Guizhen Ma	**********

Annex II

[This page is Annex II to the Power of Attorney]

Letter of Authorization

I, Hui Zhang (ID No. **********) hereby irrevocably authorize Full Truck Alliance Information Consulting Co., Ltd.(“WFOE”) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.

The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Company’s dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.

Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOE’s written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOE_s

Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.

Principal:

Hui Zhang (Signature):	/s/ Hui Zhang
Date: March 12, 2021

Letter of Authorization

I, Guizhen Ma (ID No. **********) hereby irrevocably authorize Full Truck Alliance Information Consulting Co., Ltd.(“WFOE”) or any person designated by it to exercise the following rights during the validity period of this letter of authorization.

The authorized person shall have full authority to exercise all my rights as a shareholder of a domestic company, in accordance with the laws and regulations of the Company, including but not limited to the right to propose the convening of the general meetings of stockholders and the Board of Directors, to receive any notice on the convening and proceeding procedures of the general meetings of stockholders and the Board of Directors, to attend the general meetings of stockholders and the Board of Directors of a domestic company and exercise all voting rights (including designating and appointing directors and general manager of the Company as my authorized representative at the Board of Directors of the domestic company, determining the Company’s dividend distribution), to sell or transfer all or any part of the equity held by me in the domestic company, etc.

Such authorization and delegation shall be subject to the approval of WFOE. This letter of authorization shall cease to be effective immediately upon WFOE’s written notice of replacing the authorized trustee. Under such a circumstance, I will immediately withdraw my delegation and authorization hereby and will re-designate/authorize another person designated by WFOE to exercise all of the above-mentioned rights on my behalf. For this purpose, I will reissue a power of attorney in accordance with the content and format of this letter of authorization or other content or format satisfactory to WFOE_s

Unless the Power of Attorney jointly signed by WFOE and me is terminated for any reason, the term of validity of this letter of authorization shall be permanent and shall start from the date of signature.

Principal:

Guizhen Ma (Signature):	/s/ Guizhen Ma
Date: March 12, 2021

EX-10.16

Exhibit 10.16

Exclusive Service Agreement

This Exclusive Service Agreement (“This Agreement”) was signed by the following parties on March 12, 2021:

Party A: Full Truck Alliance Information Consulting Co., Ltd., a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou; and

Party B: Guizhou FTA Logistics Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.

(Party A and Party B are collectively referred to as “both parties” and individually as “one party”.)

Whereas:

(1)    Party A is a wholly foreign-owned enterprise registered and established according to law, with strong technical development & support capability, and rich experience in terms of software technology support and technical service.

(2)    Party B is mainly engaged in technology development, technology promotion, basic software services and application software services. In the process of operation and management, Party B needs technical support and services from the professional technical company.

In witness whereof, through friendly consultation and based on the principle of equality and mutual benefit, both parties hereby agree to and abide by the following terms:

1     Technical Support and Technical Services

1.1    Party A agrees to provide technical support and services to Party B in accordance with the terms and conditions of this Agreement, and Party B agrees to accept the technical support and services provided by Party A in accordance with the terms and conditions of this Agreement. The specific contents of technical support and technical services are as follows:

(1)    Party A shall conduct research and development on relevant technologies according to business requirements of Party B;

(2)    Party A shall be responsible for the daily maintenance, monitoring, debugging and troubleshooting of Party B’s computer network equipment;

(3)    According to Party B’s requirements from time to time, Party A shall conduct relevant investigation and research, collect relevant data and materials, and issue investigation and research results and reports on specialized technical problems and needs during its operation within specified time as required by Party B;

(4)    Party A shall provide Party B with technical designs, schemes, drawings, data, parameters, standards, procedures, research results of similar technology, reports, materials and data including but not limited to those in connection with Party B’s technical problems during operation;

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(5)    Party A shall promptly answer the technical questions raised by Party B and assign personnel to solve the technical problems on site when necessary;

(6)    Party A shall provide other relevant technical support and technical services to Party B according to the provisions of this Agreement.

1.2    Party B shall actively cooperate with Party A to complete the aforesaid work, and shall be responsible for providing relevant data, technical requirements and technical specifications needed. Party B agrees that Party A has the right to designate a third party to provide the management & consulting services described in Article 1.1 of this Agreement.

1.3    This Agreement is valid permanently. Party B shall not terminate this Agreement in advance within the validity period of this Agreement. Notwithstanding the foregoing, Party A has the right to terminate this Agreement at any time by sending a written notice to Party B thirty (30) days in advance. If Party A dissolves this Agreement in advance due to Party B, Party B shall pay Party A the service fee for the completed services and jointly compensate Party A for the actual economic losses caused thereby.

2     Exclusivity

Party A is the exclusive provider providing technical support and technical services to Party B under this Agreement. Within the validity period of this Agreement, Party B shall not sign any same or similar agreements with any other third party, and shall not accept any same or similar technical support and services provided by any third party without the prior written consent of Party A.

3    Intellectual Property

Any and all intellectual property rights arising from the performance of this Agreement, including but not limited to copyright, patent rights and technical secrets, shall be owned by Party A, and Party B shall not enjoy any other rights except those stipulated in this Agreement. Both parties agree that this article will survive the change, cancellation or termination of this Agreement.

4    Service Fees

Both parties agree that, as the consideration for the technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in full and on time according to the following provisions. The amount and payment method of service fees are detailed in Annex I of this Agreement. This annex may be amended on the basis of implementation after negotiations between both parties.

5    Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other party, neither party shall disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless both parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing.

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This article shall survive any change, cancellation or termination of this Agreement.

6     Representations and Warranties of Party A

6.1    Party A is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.

6.2    Party A has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

7     Representations and Warranties of Party B

7.1    Party B is a limited liability company duly registered and legally existing in accordance with its Chinese laws, with independent legal personality, complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as a litigation subject.

7.2    Party B has full power and authority to sign and deliver this Agreement and all other documents to be signed that are related to the transactions described in this Agreement and has full power and authority to complete the transactions described in this Agreement. This Agreement shall be legally and properly signed and delivered by Party A. This Agreement constitutes a valid and binding obligation of Party A, enforceable against it in accordance with the terms hereof.

7.3    Party B shall promptly report to Party A the situations that have or may have significant adverse effects on business and operation of Party B, and try its best to prevent the occurrence of such situations and/or the expansion of losses.

7.4    Without the written consent of Party A, Party B shall not dispose of its important assets in any form, nor change its existing shareholding structure.

8     Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, it’s in violation of this Agreement and should compensate for all direct and any anticipated indirect losses caused to the other party.

Party B shall be jointly and severally liable for the expenses actually paid by Party A arising from or related to litigation, claims or other requests for services provided by Party A according to this Agreement or Party B’s requirements, as well as any compensation, losses, damages and expenses that can be proved by Party A by providing payment voucher and shall compensate Party A for all the losses in full.

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9    Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by both parties.

Party A: Full Truck Alliance Information Consulting Co., Ltd.

Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou, China

Party B: Guizhou FTA Logistics Technology Co., Ltd.

Address: Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou, China

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

10    Force Majeure

If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other party by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, both parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

11    Supplementary Provisions

11.1    This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If both parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration award shall be final and binding on both parties. Unless otherwise awarded by the arbitral court, the arbitration expenses shall be borne by the losing party. During the arbitration, both parties have the right to apply to the people’s court where Party B is located for property preservation or take other measures permitted by law, so as to support the arbitration.

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11.2    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

11.3    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

11.4    This Agreement shall be binding on the legal assignees or successors of both parties.

11.5    Both parties shall bear and pay the taxes involved in this Agreement according to law.

11.6    This Agreement shall come into force from the date of execution hereof by both parties.

11.7    This Agreement shall be made in Chinese with two originals and each party shall hold one original.

[No text below]

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[Signature page to Exclusive Service Agreement]

Party A: Full Truck Alliance Information Consulting Co., Ltd.

By:	/s/ Zhengju Qian
Name:	Zhengju Qian

Party B: Guizhou FTA Logistics Technology Co., Ltd.
By:	/s/ Hui Zhang
Name:	Hui Zhang

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Annex I

[This page is an annex to the Exclusive Service Agreement]

1.    Both parties agree that in consideration of technical support and technical services provided by Party A to Party B under Article 1.1 hereof, Party B shall pay service fees to Party A in accordance with the following provisions:

(1)    In the first month of each year (for the first year, the month following the date of this Agreement), both parties shall determine the amount of service fees for that year, and the amount of service fees for each year shall be signed and confirmed in writing by both parties as annexes to this Agreement. The amount of such service fees shall not be less than 90% of the total pre-tax profit before Party B pays service fees to Party A in the previous year. However, with negotiation of both parties and prior written consent of Party A, the amount of service fees may be adjusted according to the service content of Party A and the operation needs of Party B in the current year.

(2)    In determining the amount of service fees for the year in accordance with paragraph

(1)    above, both parties shall take into full account the following factors, including but not limited to:

(a)    Number of employees used by Party A to provide services to Party B and the qualifications of such employees;

(b)    Time to be spent by Party A’s employees on providing services;

(d)    Specific content and value of services provided by Party A;

(e)    Whether the provision of technical support and technical services includes the use license provided to Party B for specific technologies (including patented technologies and non-patented technologies) in the process of providing technical support and technical services;

(e)    Internal connection between Party A’s technical support and technical services and Party B’s operating income.

(3)    Party B shall pay the above annual service fees on a quarterly basis divided equally in quarters, and pay the amount payable for the quarter to the bank account designated by Party A within 15 workdays before the end of each quarter.

2.    If Party A believes that the amount of expenses stipulated in Article 1 of this Annex cannot adapt to the change of objective conditions and needs to be adjusted, Party B shall actively and honestly consult with Party A within seven workdays from the date of Party A’s written request to adjust the fees in order to determine a new standard fee rate or mechanism.

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EX-10.17

Exhibit 10.17

Exclusive Option Agreement

This Exclusive Option Agreement (“this Agreement”) was signed by the following parties on March 12, 2021:

Party A: Full Truck Alliance Information Consulting Co., Ltd., a wholly foreign-owned enterprise established and validly existing under Chinese laws, with its registered address at No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou;

Party B:

1.    Hui Zhang, ID Number **********;

2.    Guizhen Ma, ID Number **********;

Party C: Guizhou FTA Logistics Technology Co., Ltd., a limited liability company established and validly existing under Chinese law, with its registered address at Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou.

(Party A, Party B and Party C are individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas:

(1)    Party B is a registered shareholder of Party C, and holds 100% equity of Party C in total. On the signing date of this Agreement, its capital contribution and shareholding ratio in the registered capital of Party C are shown in Annex I of this Agreement.

(2)    Party B agrees to grant Party A an irrevocable call option exclusively. According to such call option, Party B shall transfer the underlying equity to Party A and/or any other third party designated by Party A according to the requirements of Party A under the premise permitted by Chinese laws.

In witness whereof, all parties have reached the following agreement through consensus:

1.    Call Option

1.1    During the validity period of this Agreement, Party A has the right to request all natural persons of Party B to transfer all or part of the equity of Party C (“Underlying Equity”) according to the specific requirements of Party A at any time under the following circumstances, and Party B shall transfer the underlying equity to Party A and/or the third party designated by Party A according to Party A’s requirements:

(1)    According to Chinese laws, Party A and/or the third party designated by Party A may hold all or part of the underlying equity; or

(2)    Other circumstances deemed appropriate or necessary by Party A.

The call options obtained by Party A under this Agreement are exclusive, unconditional and irrevocable.

1.2    All parties agree that Party A has the right to exercise all or part of the call options and obtain all or part of the underlying equity at its own discretion. All parties further agree that when Party A exercises the call option according to the provisions of this Agreement, the time, manner, quantity and frequency are not limited.

1.3    All parties agree that Party A may designate any third party to receive all or part of the underlying equity, and Party B shall not refuse to transfer all or part of the underlying equity to the designated third party except in cases explicitly prohibited by Chinese laws.

1.4    Before the underlying equity is transferred to Party A or the third party designated by Party A according to the provisions of this Agreement, Party B shall not transfer the underlying equity to any third party without the prior written consent of Party A, otherwise such transfer will be invalid.

2.    Procedure

2.1    Party B shall sign the Equity Transfer Contract in the format specified in Annex II of this Agreement while signing this Agreement, and submit this document to Party A.

2.2    If Party A decides to exercise the call option in accordance with Article 1.1 above, it shall send a written exercise notice to Party B (in the format specified in Annex III of this Agreement), and shall state the proportion or quantity of the underlying equity to be transferred and the name and identity of the transferee in the notice. Party B and Party C shall provide all necessary information and documents for handling the equity transfer procedures within seven days after receiving the notice from Party A.

2.3    Except for the conditions mentioned in Article 1.1 and the notice mentioned in Article 2.2 of this Agreement, when Party A transfers the underlying equity, there are no other prerequisite or incidental conditions or procedures.

2.4    Party B shall provide necessary and timely support to Party C, and assist Party C to handle the approval procedures in the approval authority in accordance with applicable Chinese laws (if required by law) and handle the equity transfer procedures in the administrative department for industry and commerce.

2.5    The date when the transfer procedures for the underlying equity are completed is the date when the exercise of the call option is completed.

3.    Transfer Price

3.1    The total transfer price of the underlying equity shall be the lowest price allowed by Chinese laws and regulations when the equity is transferred. If the underlying equity is transferred by stages or in batches, the corresponding transfer price shall be determined according to the specific transfer time and transfer ratio.

3.2    The taxes arising from the transfer of the underlying equity shall be borne by each party according to law.

3.3    Party B agrees that all the exercise price (if any) obtained by Party B when Party A or the third party designated by Party A exercises the right will be freely given to Party C in a manner permitted by law.

4.    Representations, Warranties and Undertakings

4.1    Any party hereby represents and warrants to the other parties as follows:

(1)    The party has complete and independent legal status and legal ability to sign, deliver and perform this Agreement, and can independently act as the litigation subject;

(2)    The party has all necessary rights, capabilities and authority to sign this Agreement and perform all obligations and responsibilities under this Agreement;

(3)    The party has handled all necessary internal procedures for signing this Agreement and obtained all necessary internal and external authorizations and approvals;

(4)    When signing and performing this Agreement, the party will not violate any major contract or agreement that binds the party or its assets; and

(5)    This Agreement shall be legally and properly signed and delivered by the party. This Agreement constitutes a legal and binding obligation of the party.

4.2    Party B and Party C jointly make further representations and guarantees to Party A as follows:

(1)    On the effective date of this Agreement, Party B legally owns the equity of Party C, and has complete and effective right to dispose of the equity. The registered capital of Party C has been fully paid up. Except for the pledge right stipulated in the Equity Interest Pledge Agreement, the authority stipulated in the Voting Agreement, the call option stipulated in this Agreement and other rights agreed by Party A in writing, the equity of Party C owned by Party B shall be free from any mortgage, pledge, guarantee or other third party right, and shall not be subject to any third party recourse; and any third party has no right to allocate, issue, sell, transfer or convert any equity of Party C according to any Call Option Agreement, Equity Replacement Agreement, Stock Option Agreement or other agreements.

(2)    Within the validity period of this Agreement, Party B shall not transfer any equity held by Party C to any third party, or the transferred equity shall be free and clean of any mortgage, pledge, any other types of encumbrances without the prior written consent of Party A.

(3)    Where permitted by relevant Chinese laws, Party B and Party C will extend the operating period of Party C according to the approved operating period of Party A, so that the operating period of Party C is equal to the operating period of Party A (if applicable).

(4)    Within the validity period of this Agreement, without the written consent of Party A, Party B:

(i)    shall not increase or decrease the registered capital of Party C, or cause Party C to merge with any other entity;

(ii)    shall not dispose of or urge the management of Party C to dispose of any major assets of Party C;

(iii)    shall not terminate or urge the management of Party C to terminate any major agreement signed by Party C, or sign any other agreement that conflicts with the existing major agreement.

(iv)    shall not appoint or replace any director, supervisor or other management personnel of Party C;

(v)    shall not urge Party C to announce the distribution or actually distribute any distributable profits or dividends;

(vi)    shall ensure that Party C effectively survives and is not terminated, liquidated or dissolved;

(vii)    shall not amend the articles of association of Party C; and

(viii)    shall ensure that Party C will not lend or borrow loans, provide guarantees or issue the guarantees in other forms, or undertake any substantive obligations besides the normal business activities.

(5)    Once Party A issues a written exercise notice:

(i)    Party B shall immediately convene the shareholders’ meeting, pass the resolutions of the shareholder meeting and take other necessary actions, and agree to transfer the underlying equity to Party A and/or its designated third party at the agreed share price, and waive its first refusal right;

(ii)    According to the signed Equity Transfer Contract, Party B shall immediately transfer the underlying equity to Party A and/or its designated third party at the agreed transfer price, and provide necessary support (including providing and signing all relevant legal documents, performing all government approval and registration procedures and undertaking all relevant obligations) to Party A and/or its designated third party to obtain the underlying equity, and the underlying equity shall be free of any legal defects and free from encumbrances and rights such as security interests, third party restrictions or any other restrictions on the equity.

5.    Confidentiality

The existence and terms of this Agreement are confidential information. Without the prior written consent of the other parties, any party shall not disclose the confidential information to any third party, except the senior staff, directors, employees, agents and professional consultants related to the project, unless all parties shall disclose the information about this Agreement to the government, the public or shareholders according to law, or submit this Agreement to relevant institutions for filing.

This article shall survive any change, cancellation or termination of this Agreement.

6.    Notice

Any notice, consent, contract or other communication issued under or in connection with this Agreement shall be in written form and shall be sent to the following address or other address known by all parties.

Party A: Full Truck Alliance Information Consulting Co., Ltd.

Address: No.123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou, China

Party B: Hui Zhang

Address: **********

Party B: Guizhen Ma

Address: **********

Party C: Guizhou FTA Logistics Technology Co., Ltd.

Address: Room 10, Row 6, No. 123 Kaifa Road, Economic and Technical Development Area, Guiyang, Guizhou, China

Unless otherwise specified in this Agreement, the notice or communication delivered in person shall be deemed to have been delivered at the time of delivery. Any notice or communication sent in the form of prepaid envelope shall be deemed to have been delivered forty-eight (48) hours after being posted.

7.    Default Liability

If one party fails to perform any of its obligations under this Agreement, or any statement or guarantee made by it under this Agreement is untrue or inaccurate, the party is in violation of this Agreement and should compensate for the actual losses caused to the other parties.

8.    Force Majeure

Force Majeure refers to events (including but not limited to earthquake, typhoon, flood, fire, strike, war or riot) that any party cannot foresee and cannot avoid, control and overcome when this Agreement is signed. If the performance of the Agreement is affected by force majeure, the party suffering from force majeure shall immediately (i) notify the other parties by telegraph, fax or other electronic form and provide corresponding documentary evidence within fifteen (15) working days; (ii) take all reasonable measures to eliminate or mitigate the impact caused by the force majeure, and resume the performance of relevant obligations after the impact caused by the force majeure is eliminated or mitigated. According to the degree of impact on the performance of this Agreement, all parties shall decide through negotiation whether to cancel the Agreement, or whether to partially waive the responsibility for the performance of the Agreement, or whether to delay the performance of the Agreement.

9.    Supplementary Provisions

9.1    This Agreement shall be governed by the laws of China in all respects. All disputes arising from the performance of this Agreement shall be settled by all parties through friendly negotiation. If all parties fail to reach consensus within thirty (30) days after the disputes arise, the disputes shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules then in effect. The seat of arbitration shall be Shanghai. The arbitration shall be made in Chinese. The arbitration award shall be final and binding on all parties. Except for the part being submitted for arbitration, other parts of this agreement shall remain valid. During the arbitration, all parties have the right to apply to the people’s court where the Party C is located for property preservation or take other measures permitted by law, so as to support the arbitration.

9.2    This Agreement shall come into force from the date of its execution by all parties, and shall be terminated after Party A exercises its call option according to this Agreement and obtains all the underlying equity of Party C or when all parties reach any agreement on dissolution of this Agreement.

9.3    The Annexes to this Agreement shall be an integral part of this Agreement and have the same effect as the text of this Agreement.

9.4    Each article of this Agreement shall be separable and independent from other articles. If any one or more articles of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of other articles will not be affected.

9.5    This Agreement shall be binding on the legal assignees or successors of all parties.

9.6    All parties shall bear and pay the taxes involved in this Agreement according to law.

9.7    This Agreement and its annexes constitute the entire agreement concerning the transactions under this Agreement, and shall replace any and all oral or written communications, commitments, memos or any other discussions made by all parties on matters related to this Agreement.

9.8    Any amendment or supplement to this Agreement must be made in written form, and shall come into effect only after being effectively signed by all parties to this Agreement.

9.9    This Agreement shall be made in Chinese and in quadruplicate. Party A and Party C shall hold one copy respectively; and Party B shall hold two copies.

(No text below)

(Signature page to Exclusive Option Agreement)

Party A: Full Truck Alliance Information Consulting Co., Ltd.
By:	/s/ Zhengju Qian
Name:	Zhengju Qian
Title:	Legal Representative
Party B:
By:	/s/ Hui Zhang
Name:	Hui Zhang
By:	/s/ Guizhen Ma
Name:	Guizhen Ma
Party C: Guizhou FTA Logistics Technology Co., Ltd.
By:	/s/ Hui Zhang
Name:	Hui Zhang
Title:	Legal Representative

Annex I

[This page is Annex I to the Exclusive Option Agreement]

Basic information

Company name: Guizhou FTA Logistics Technology Co., Ltd.

Registered capital: RMB 10,000,000

Paid-in capital: RMB 0

Legal representative: Hui Zhang

Equity structure:

Name of stockholder	Amount of contribution (RMB 10,000)	Ratio of contribution (%)	Method of contribution
Hui Zhang	700	70%	Currency
Guizhen Ma	300	30%	Currency

Annex II

[This page is Annex II to the Exclusive Option Agreement ]

Equity Transfer Contract

This Equity Transfer Contract (the “Contract”) is signed by both parties on MM/DD/YY:

Transferor (Party A):

1.    Hui Zhang, ID Number ************;

2.    Guizhen Ma, ID Number ************;

Transferee (Party B):

(Party A and Party B are individually referred to as “one party” and collectively as “both parties”)

Through friendly negotiation, the two parties have reached the following agreement on matters regarding the equity transfer:

1.    The Transferor agrees to transfer     % of its equity in Guizhou FTA Logistics Technology Co., Ltd. (the “Target Equity”) to the Transferee at RMB    , and the Transferee agrees to accept the Target Equity.

2.    After the equity transfer, the Transferor shall no longer enjoy shareholder’s rights or assume shareholder’s obligations of the Target Equity, and the Transferee shall enjoy shareholder’s rights and assume shareholder’s obligations of the Target Equity.

3.    For matters not mentioned herein, a supplementary agreement may be signed by both parties.

4.    This Contract shall come into force on the date of signature of both parties hereto.

5.    This Contract shall be made in _ copies. Party A and Party B shall each hold one copy and the rest shall be used for industrial and commercial registration of changes.

(No text below)

[This page is the signature page of the Equity Transfer Contract]

Transferor:

Hui Zhang (signature):

Guizhen Ma (signature):

Transferee:

Annex III

[This page is Annex III to the Exclusive Option Agreement]

NOTICE OF EXERCISE

To: Guizhou FTA Logistics Technology Co., Ltd. (“you”) and your shareholders

Whereas we signed an Exclusive Option Agreement with you and your shareholders on (MM/DD/YY), it is agreed that under the conditions permitted by the relevant laws and regulations of China, your shareholders shall, at the request of us, sell the equity they hold in you to us or the transferee designated by us.

Therefore, we hereby sends this notice to you and your shareholders as follows:

We hereby request to exercise the call option under the Exclusive Option Agreement at a price of RMB        . We/the transferee designated by us shall purchase the equity held by your shareholders that accounts for     % of your registered capital (the “equity to be transferred”). Upon receipt of this notice, you and your shareholders shall, in accordance with the terms of the Exclusive Option Agreement , go through the necessary procedures for selling all the equity to be transferred to us/the transferee designated by the us within                workdays.

Full Truck Alliance Information Consulting Co., Ltd.

(Stamp)

Signature:

Name:

Position:

Date:                     

EX-10.18

Exhibit 10.18

LOAN AGREEMENT

This Loan Agreement (this “Agreement”), dated as of November 21, 2020, is made by and among Full Truck Alliance Co. Ltd. (the “Company”), an exempted company incorporated under the laws of the Cayman Islands with limited liability, with its registered office at Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands, WANG Gang, an individual holding passport of the PRC with the passport number of ******** and Mesterywang Investments Limited (“Mesterywang”, together with WANG Gang, collectively as the “Borrowers” and each a “Borrower”).

WHEREAS:

the Borrowers wish to borrow from the Company, and the Company wishes to extend to the Borrowers, the Loan (as defined below) upon the terms and conditions set forth in this Agreement.

The parties hereby agree as follows:

1. Loan. Subject to the terms and conditions of this Agreement, the Company shall make available to the Borrowers a loan in the principal amount equal to US$200,000,000 (the “Loan”).

2. Advance. The Company shall make advance in the principal amount of the Loan in one lump sum on a date (the “Advancement Date”) no later than the fifth (5^th) business day after the satisfaction or waiver of the conditions set forth in Section 6 below. At the Advancement Date, the Loan shall be advanced to the following account:

Beneficiary Bank: Bank Julius Baer & Co. Ltd, Singapore

Beneficiary Account Name: Mesterywang Investments Limited

Beneficiary Account No.: SG01770226-01

SWIFT: BAERSGSG

BIC: BAERSGSG

Bank Address:7 Straits View, #28-01, Marina One East Tower, Singapore 018936

Corresponding Bank:

Citibank N.A., New York (CITIUS33) acct 36325974

In favor of Bank Julius Baer & Co Ltd, Singapore (BAERSGSG)

3. Interest. The interest rate of the Loan is 1% per annum, calculated based on the actual number of days elapsed in a 365-day year, and the interest accrues from the second anniversary of the date on which the Borrowers receive any of the Loan from the Company.

4. Maturity Date. The term of the Loan shall commence from the Advancement Date and end on last date of a period of five (5) year starting from the Advancement Date (the “Maturity Date”).

5. Seniority and Share Charge. The Loan shall at all times constitute the absolute, unconditional, direct and first-priority secured obligations of the Borrowers, senior in right and priority of payment to all other present and future indebtedness (actual or contingent) of the Borrowers. In order to secure the Loan, as a condition precedent to the availability of the advance of the Loan, the Borrowers shall procure Truck Work Logistics Information Co. Ltd, a company incorporated under the laws of the British Virgin Islands and wholly owned by WANG Gang (“Truck Work”), to pledge to the Company, such number of shares held by Truck Work in the Company (the “Charged Shares”) as calculated pursuant to the following formula, as adjusted for any share dividends, splits, combinations, recapitalizations or similar events (the “Share Charge”): N = P/(V*90%), of which, “N” means the number of Charged Shares, “P” means the principal amount and aggregate interest to be accrued on the Loan, i.e. $206,000,000, and “V” means the Per Share Fair Market Value of the Company. For purposes hereof, “Per Share Fair Market Value” of the Company means: (i) if the Company has not consummated an initial public offering, the per share price of the equity securities issued by the Company in its latest equity financing as of the date of enforcement of the Share Charge, or (ii) if the Company has consummated an initial public offering, the closing price of the Company’s shares in the trading day immediately preceding the date of enforcement of the Share Charge. The Borrowers acknowledge and agree that, as of the date of this Agreement, the Charged Shares shall be 398,508,891 Series A-5 Preferred Shares held by Truck Work in the Company. The Loan shall at all times be secured by the charge of the Charged Shares on a first priority basis pursuant to the Share Charge.

6. Conditions Precedent to Advancement of the Loan. Advancement by the Company of the Loan to the Borrowers shall be subject to the satisfaction or waiver of the following conditions:

(a) WANG Gang and Truck Work have entered into a share charge with the Company with respect to the Share Charge in substantially the form attached hereto as Exhibit A (the “Share Charge”), and Clauses 3.1 and 3.2of the Share Charge have been complied with;

(b) All representations and warranties of the Borrowers under this Agreement shall be true and accurate in all respects.

7. Repayment. The Borrowers shall repay the Loan in full on the Maturity Date. The Borrowers may prepay any part of the Loan with mutual agreement among the Company and the Borrowers.

8. Representations. The Borrowers hereby jointly and severally represent and warrant to the Company (i) WANG Gang is not a minor and is of legal age to enter into and be bound by the provisions of this Agreement, the Share Charge and any other document entered into in connection therewith; (ii) WANG Gang is of sound mind; (iii) Mesterywang is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (iv) no order has been made or receiver appointed in respect of Borrowers under the laws of any jurisdiction nor has any step or procedure been taken in any jurisdiction which would restrict his/it ability or legal capacity to enter into this Agreement, the Share Charge, or any document entered into in connection therewith, or would require the approval of a third party or an authority; (v) this Agreement constitutes a legal, valid and binding obligation of the Borrowers enforceable in accordance with its terms; and (vi) the entry into and performance (including any application of proceeds of sums drawn down under the Loan) of this Agreement by the Borrowers, and the transactions contemplated by this Agreement do not and will not conflict with any law applicable to the Borrowers, or any agreement or other instrument to which any of the Borrowers is a party or which is binding upon him. All the representations and warranties in this Section 8 are made by the Borrowers, on the date of this Agreement and are deemed to be made by the Borrowers, on the Advancement Date and on the first day of each calendar month thereafter by reference to the facts and circumstances then existing.

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9. Mandatory Prepayment.

(a) The Loan shall become immediately due and payable, and the Share Charge shall become enforceable in accordance with its terms, upon the occurrence of any of the following events: (i) the Borrowers’ failure to pay any sum due under this Agreement, (ii) the Borrowers’ failure to perform or observe any covenant, agreement, undertaking or provision to be performed or observed by the Borrowers under this Agreement or the Share Charges, unless such failure (if curable) shall be cured to the satisfaction of the Company within thirty (30) days after the notice thereof by the Company to the Borrowers, (iii) any representations, warranty or statement made or repeated in, or in connection with, this Agreement by or on behalf of the Borrowers hereunder or in connection herewith being incorrect when made or deemed to be repeated, (iv) either this Agreement or the Share Charge ceasing for any reason (other than scheduled termination thereof in accordance with its terms) to be enforceable in accordance with its terms or in full force and effect, (v) commencement by any Borrower of a voluntary case under any bankruptcy code or occurrence of any bankruptcy or similar event of any Borrower, or consent by any Borrower to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of such Borrower or for any substantial part of its or his property.

(b) The Company may proceed to protect and enforce its rights by suit in equity action at law and/or other appropriate proceeding, either for specific performance of any covenant or condition contained in this Agreement or any security document with respect to the Loan, or in aid of the exercise of any power granted in this Agreement or such other security document. The Company may proceed to enforce payment of the Loan in such manner as it may elect and to realize upon any and all rights in the Charged Shares.

10. Set-Off. The Company may elect to set off any payment obligation owed to it or its Affiliates by the Borrowers (including without limitation any repayment obligation of the Borrowers owed to the Company with respect to the Loan under this Agreement) hereunder against any obligation owed by the Company or its Affiliates to the Borrowers.

11. Governing Law. This Agreement shall be governed by and construed under the Laws of Hong Kong, without regard to principles of conflict of Laws thereunder.

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12. Dispute Resolution.

(a) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with written notice (the “Arbitration Notice”) to the other.

(b) The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) under the UNCITRAL Arbitration Rules in force when the Arbitration Notice is submitted, as modified by the HKIAC Procedures for the Administration of Arbitration under the UNCITRAL Arbitration Rules and as may be amended by the rest of this Section 14. The arbitration tribunal shall consist of three (3) arbitrators to be appointed by the HKIAC.

(c) The arbitration shall be conducted in English. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party.

(d) The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(e) The arbitral tribunal shall decide any Dispute submitted by the parties to the arbitration strictly in accordance with the substantive Laws of Hong Kong (without regard to principles of conflict of Laws thereunder) and shall not apply any other substantive Law.

(f) Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(g) During the course of the arbitral tribunal’s adjudication of the Dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

13. Waiver. To the extent that such waiver is not prohibited by the provisions of applicable law that cannot be waived, the Borrowers hereby expressly waives: (i) all presentments, demands for performance, notices of nonperformance (except to the extent required by this Agreement or the Share Charges), protests, notices of protest and notices of dishonor; (ii) any requirement of diligence or promptness on the part of the Company in the enforcement of its rights under this Agreement or the Share Charges; (iii) any and all notices of every kind and description which may be required to be given by any statute or rule of law; and (iv) any defense (other than indefeasible payment in full) which it may now or hereafter have with respect to its liability under this Agreement or the Share Charges. No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

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14. Expense. The Borrowers shall pay all costs and expenses of every kind incurred in connection with any proceedings to collect any liabilities now or hereafter evidenced by this Agreement, including attorney fees.

15. Cumulative Rights. Each and all of the various rights, powers and remedies of a party under this Agreement and under the Share Charges will be considered to be cumulative with and in addition to any other rights, powers and remedies which such party may have at Law or in equity in the event of the breach of any of the terms of this Agreement by the other party hereto. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such party.

16. Indemnity.

(a) In the event of any breach by the Borrowers under this Agreement, the Borrowers shall assume full liability for, and agrees to and shall indemnify the Company and its directors, employees, assigns and transferees (each, an “Indemnitee”) against and from, any and all indemnifiable losses directly or indirectly incurred or suffered by such Indemnitee as a result of, or based upon or arising from such breach by the Borrowers or any action taken or to be taken by the Company under this Agreement or the preservation or enforcement, or attempted preservation or enforcement, by the Company of any of its rights or remedies under this Agreement; provided that the Borrowers shall not be liable for any indemnifiable losses in the event and to the extent that such indemnifiable losses arise as a result of such Indemnitee’s fraud or willful misconduct;

(b) Notwithstanding the foregoing, if the Borrowers fails to fully repay the Loan and all interest accrued thereon on or before the Maturity Date, the Company shall be entitled to enforce the Share Charges by selling such Charged Shares at their market price to any third parties and apply the proceeds obtained from such sale against the debt owed by the Borrowers to the Company; if 90% of the then market value of Charged Shares are insufficient to cover the total amount of the outstanding Loan and interest accrued thereon, the Borrowers shall pledge additional shares it held directly or indirectly in the Company, to the Company, so that 90% of the then market value of the Charged Shares plus the additional pledged shares are not lower than the total amount of the outstanding Loan and interest accrued thereon.

17. Assignment. The Borrowers shall not assign, transfer, mortgage or pledge any of its rights or obligations hereunder without the prior written consent of the Company. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted assigns and successors.

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18. Amendment. This Agreement may not be amended, modified or supplemented except by a written instrument executed by each party hereto. Notwithstanding the foregoing, for the purpose of the initial public offering of the Company, to the extent required by applicable listing rules, the Borrowers shall promptly cooperate with the Company to make adjustments as the Company deem necessary, including but not limited to the Loan becoming immediate due and payable, to the arrangements of the Loan contemplated under this Agreement as well as the Share Charges for the interests of the Company and its then shareholders as a whole..

19. No Presumption. The Borrowers acknowledges that he/it has carefully read and considered all of the terms and conditions of this Agreement and has been given appropriate opportunities to seek independent legal advice. The parties hereby acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived. If any claim is made by a party hereto relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any party hereto or its or his counsel.

20. Severability. In case any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. If, however, any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

21. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement. At the request of any party hereto, the other party will re-execute original forms thereof and deliver them to the requesting party. No party hereto will raise the use of electronic delivery (including by means of facsimile machine or electronic mail) to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of electronic delivery as a defense to the formation of a contract, and each such party forever waives any such defense, except to the extent such defense related to lack of authenticity.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have executed, or have caused their duly authorized representatives to execute, this Agreement as of the date first written above.

Company:
FULL TRUCK ALLIANCE CO. LTD.
By:	/s/ Zhang Hui
	Name:
	Title:

[Signature Page to Loan Agreement]

IN WITNESS WHEREOF, the parties hereto have executed, or have caused their duly authorized representatives to execute, this Agreement as of the date first written above.

Borrowers:

/s/ WANG Gang

WANG Gang

Mesterywang Investments Limited
By:	/s/ Wang Gang
	Name:	Wang Gang
	Title:	Director

[Signature Page to Loan Agreement]

Exhibit A

Share Charge

EX-10.19

Exhibit 10.19

CHARGE OVER SHARES

IN

FULL TRUCK ALLIANCE CO. LTD.,

November 21, 2020

WANG Gang

(the “Borrower”)

and

Truck Work Logistics Information Co. Ltd

(the “Chargor”)

and

FULL TRUCK ALLIANCE CO. LTD.

(the “Secured Party”)

This Charge is made on November 21, 2020

Between:

(1) WANG Gang, a PRC citizen with Passport No. of ****** (the “Borrower”);

(2) Truck Work Logistics Information Co. Ltd, a company organized under the laws of the British Virgin Islands (the “BVI”) (the “Chargor”); and

(3) FULL TRUCK ALLIANCE CO. LTD., an exempted company organized under the laws of the Cayman Islands (the “Secured Party” or the “Company”).

Whereas:

(A) The Borrower owns all the shares of Chargor and is the sole beneficial owner of the Chargor;

(B) Pursuant to the Loan Agreement (as defined below), the Secured Party has agreed to advance a loan of a certain amount to the Borrower and his affiliate, Mesterywang Investments Limited, subject to the terms and conditions set out in the Loan Agreement.

(C) It is a condition precedent under the Loan Agreement that the Borrower and the Chargor enter into this Charge over shares which are beneficially owned and held by the Chargor in the Company.

It is agreed as follows:

1 Definitions and Interpretation

1.1 In this Charge (except where the context otherwise requires) words and expressions not defined hereunder shall have the same meanings assigned to them as defined in the Loan Agreement, and the following words and expressions shall have the following meanings:

“Business Day”	means any day which is not a Saturday or Sunday or a public holiday in the place at which the notice is left or sent;
“Charged Shares”	means the Initial Shares (defined hereinafter) and all and any other shares, warrants and other securities of any kind (including loan capital) of the Company now or at any time in the future beneficially owned by the Borrower and/or the Chargor and shall be charged pursuant to the Loan Agreement including:
	(a)   all dividends, interest and other income paid or payable in relation to any Initial Shares; and

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	(b)   all shares, securities, rights, monies or other property accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option or otherwise in respect of any Initial Shares (including but not limited to proceeds of sale).
“Event of Default”	means any breach under the Loan Agreement;
“Indebtedness”	means any obligation for the payment or repayment of money in any currency, whether present or future, actual or contingent, joint or several, whether incurred as principal or surety or in any other way whatever, and including principal, interest, commission, fees and other charges;
“Initial Shares”	means the securities listed in Schedule 1 (as appropriately adjusted for share splits, share dividends, recapitalizations and the like) which are all registered in the name of the Chargor;
“Liability”	means any liability, damage, loss, cost, claim or expense of any kind or nature, whether direct, indirect, special, consequential or otherwise under this Charge or under Loan Agreement;
“Loan”	means the entire aggregate amount of principal of US$200,000,000 and accrued interests owed pursuant to the Loan Agreement;
“Loan Agreement”	means the Loan Agreement dated November 21, 2020 entered into by and among the Company, the Borrower and Mesterywang Investments Limited;
“Receiver”	has the meaning given to it in Clause 8;
“Secured Obligations”	means all and any amounts of any kind now or in the future, actual or contingent, due or payable (or expressed to be due or payable) by the Borrower to the Secured Party in any currency, actually or contingently, solely and/or jointly and/or severally with another or others as principal or surety on any account whatsoever under or in connection with the Loan Agreement or as a consequence of any breach, non-performance, disclaimer or repudiation by Borrower of any of its obligations under the Loan Agreement or otherwise and references to the Secured Obligations include references to any part of them;
“Security Interest”	means any mortgage, charge, pledge, lien, encumbrance, right of set off or any security interest, howsoever created or arising;

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1.2 In this Charge:

(a) any reference to a Recital, Clause or Schedule is to the relevant Recital, Clause or Schedule of or to this Charge;

(b) the clause headings are included for convenience only and shall not affect the interpretation of this Charge;

(c) use of the singular includes the plural and vice versa;

(d) use of any gender includes the other gender;

(e) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(f) references to this Charge or any other document (including the Loan Agreement) or agreement are to be construed as references to this Charge or such other document as varied in any manner from time to time, even if changes are made to the composition of the parties to this Charge or such other document or to the nature or amount of any facilities made available under such other document; and

(g) indebtedness due, owing or incurred under the Loan Agreement shall include all moneys, obligations and liabilities due, owing or incurred in respect of any variations or increases in the amount or composition of the facilities provided for therein or the obligations and liabilities imposed thereunder however fundamental.

1.3 If any conflict arises between the covenants and undertakings in this Charge and the corresponding covenants and undertakings in the Loan Agreement, the covenants and undertakings given in the Loan Agreement (other than any covenant or undertaking relating to the Security Interest granted to the Secured Party hereunder) shall prevail.

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1.4 The Recitals and Schedules form part of this Charge and shall have effect as if set out in full in the body of this Charge and any reference to this Charge includes the Recitals and Schedules.

2 Security

2.1 The Chargor hereby mortgages to the Secured Party by way of a first equitable mortgage as a continuing security for the payment and discharge of the Secured Obligations, the Charged Shares, and the particulars of the number and allocation of the Initial Shares of the Chargor mortgaged to the Secured Party is set forth in Schedule 1 attached hereto.

2.2 The Chargor hereby charges to the Secured Party by way of first fixed charge as a continuing security for the payment and discharge of the Secured Obligations, all its right, title, interest and benefit present and future in, to and under the Charged Shares.

2.3 Any receipt, release or discharge of any Security Interest created by this Charge or of any Liability arising under this Charge may be given by the Secured Party in accordance with the provisions of this Charge and shall not release or discharge the Chargor from any Liability owed to the Secured Party for the same or any other monies which may exist independently of this Charge. Where such receipt, release or discharge relates to only part of the Secured Obligations, such receipt, release or discharge shall not prejudice or affect any other part of the Secured Obligations nor any of the rights and remedies of the Secured Party under this Charge or under any Loan Agreement nor any of the obligations of the Chargor under this Charge or any Loan Agreement.

2.4 Upon the unconditional and irrevocable payment or discharge of all Secured Obligations to the Secured Party, the Secured Party shall upon request by the Chargor (at the Chargor’s cost) release the applicable Charged Shares from the security interests, discharge the obligations of the Chargor created by this Charge to the Secured Party, redeliver to the Chargor the certificates as provided in Clause 3.1 and take other actions as may reasonably be necessary to release the applicable Charged Shares. Such release shall not prejudice the rights of the Secured Party under Clause 12.

2.5 Any release, discharge or settlement between the Chargor and the Secured Party shall be conditional upon no security, disposition or payment to the Secured Party being void, set aside or ordered to be refunded pursuant to any enactment or law relating to liquidation or insolvency or for any other reason whatsoever and if such condition is not fulfilled the Secured Party shall be entitled to enforce this Charge as if such release, discharge or settlement had not occurred and any such payment not been made.

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3 Covenants by the Chargor

The Chargor covenants to the Secured Party that, for so long as any Secured Obligations owed to the Secured Party remain outstanding:

3.1 it shall deliver or cause to be delivered to the Secured Party (on the date hereof) in form and substance acceptable to the Secured Party:

(a) the original share certificate(s) in respect of the Initial Shares mortgaged to the Secured Party;

(b) a blank, signed and undated transfer in respect of the Charged Shares mortgaged to the Secured Party in the form set out in Schedule 2;

(c) a notice of equitable mortgage and/or charge addressed by the Chargor to the Company in the form set out in Schedule 3;

(d) a shareholder proxy in favour of the Secured Party or its designated entity in the form set out in Schedule 4;

3.2 it shall immediately after the execution of this Charge, make all filings and registrations necessary in the competent governmental authorities of the BVI for the legality, validity and enforceability of the security interests created pursuant to this Charge and immediately after such filings and registrations have been made, provide the Secured Party with a stamped or certified true copy of the Register of Charges of the Chargor;

3.3 it agrees that the Company may instruct its registered office provider to endorse a note of this Charge on the Register of Members of the Company;

3.4 it shall promptly pay (and shall indemnify the Secured Party on demand against) all calls, instalments and other payments which may be made or become due in respect of the applicable Charged Shares and, in the event of default by the Chargor, the Secured Party may do so on behalf of the Chargor;

3.5 it shall not, except with the prior written consent of the Secured Party:

(a) create, or agree or attempt to create, or permit to subsist over all or part of the applicable Charged Shares (or any interest therein) any Security Interest or any trust over any of such Charged Shares whether ranking prior to, pari passu with or behind the security contained in this Charge;

(b) directly or indirectly, sell, assign, lease, license or sub-license, grant any interest in the applicable Charged Shares or any interest therein or attempt or agree to surrender or so dispose (other than in accordance with this Charge);

(c) permit any person other than the Chargor or the Secured Party or the Secured Party’s nominee or nominees to be registered as, or become the holder of, the applicable Charged Shares;

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(d) vote in favour of a resolution to amend, modify or change the memorandum and articles of association of the Company such that the applicable Charged Shares are consolidated, sub-divided or converted or any rights attached to them being varied; or

(e) exercise any voting or other rights in a way which may prejudice the value of the applicable Charged Shares or otherwise jeopardise the security constituted by this Charge over them.

3.6 it shall promptly forward to the Secured Party all material notices, reports, accounts and other documents relating to the applicable Charged Shares which it may receive from time to time;

3.7 it shall not take or accept any Security Interest from any third party, without first obtaining the Secured Party’s written consent;

3.8 unless directed in writing to do so by the Secured Party, it shall not prove in a liquidation or winding up of the Company until all the Secured Obligations owed to the Secured Party are paid in full and if directed to prove by the Secured Party (or if the Chargor otherwise receives any payment or other benefit in breach of this Clause 3.10), the Chargor shall hold all monies received by it on trust for the Secured Party to satisfy the Secured Obligations; and

3.9 until all of the Secured Obligations owed to the Secured Party have been paid in full or otherwise discharged, it shall not claim payment whether directly or by set-off, lien, counterclaim or otherwise of any amount which may be or has become due to the Chargor by the Company other than as contemplated and/or expressly permitted by the Loan Agreement.

4 Representations and Warranties

The Borrower as the beneficial owner of the Chargor and the Chargor jointly represent and warrant to the Secured Party and undertake that:

4.1 The Chargor, is the absolute owner of all of the Initial Shares free of all Security Interests, encumbrances, trusts, equities and claims whatsoever (save those under this Charge) and that all of the Initial Shares are fully paid up;

4.2 this Charge constitutes its legal, valid, binding and enforceable obligation and is a first priority security interest over the Charged Shares effective in accordance with its terms;

4.3 the execution, delivery, observance and performance by the Chargor of this Charge will not require the Chargor to obtain any licences, consents or approvals and will not result in any violation of any law, statute, ordinance, rule or regulation applicable to it;

4.4 it has obtained all the necessary authorisations and consents to enable it to enter into this Charge and the necessary authorisations and consents will remain in full force and effect at all times during the subsistence of the security constituted by this Charge; and

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4.5 the execution, delivery, observance and performance by the Chargor of this Charge will not constitute an Event of Default or trigger any enforcement under any Security Interest in the Chargor’s assets nor will it result in the creation of any Security Interest over or in respect of the present or future assets of the Company.

5 Power of Attorney

5.1 The Chargor, by way of security for the payment of the Secured Obligations and the performance of its obligations under this Charge and the Loan Agreement, hereby irrevocably appoints the Secured Party (whether or not a Receiver or administrator has been appointed) and any Receiver separately to be its attorney (with full power to appoint substitutes and to delegate) with power in its name and on its behalf, and as its act and deed or otherwise at any time and from time to time, to:

(a) sign, seal, execute, deliver and complete all transfers, renunciations, proxies, mandates, assignments, deeds and documents and do all acts and things which the Secured Party may consider to be necessary or advisable to perfect or improve its security over the Charged Shares;

(b) give proper effect to the intent and purposes of this Charge;

(c) give any instruction under the rules and practices of any relevant system;

(d) enable or assist in any way in the exercise of any right or the enforcement thereof including any power of sale of the Charged Shares (whether arising under this Charge or implied by statute or otherwise); and

(e) perform any other act of any description,

which may be required of the Chargor under this Charge or may be deemed by such attorney necessary or desirable for any purpose of this Charge or to constitute, enhance or perfect the security intended to be constituted by it or to convey or transfer legal ownership of the Charged Shares, provided that unless and until the occurrence of an Event of Default (and for so long as the same continues) the Secured Party may not do anything pursuant to this appointment.

5.2 The Chargor ratifies and confirms whatever any attorney does or purports to do pursuant to its appointment under this Clause.

5.3 All sums expended by the Secured Party or any Receiver under this Clause shall be recoverable from the Chargor in accordance with the terms of this Charge.

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6 Event of Default

6.1 the Chargor shall be entitled to receive and retain any and all dividends paid in respect of the Charged Shares or any thereof. The Chargor shall forthwith following the occurrence of an Event of Default sign, seal, deliver and complete all transfers, renunciations, proxies, mandates, assignments, deeds and documents and do all acts and things which the Secured Party may, in its absolute discretion, at any time and from time to time specify for enabling or assisting the Secured Party:

(a) to perfect or improve its title to and security over the applicable Charged Shares;

(b) to vest the applicable Charged Shares in the Secured Party or its nominee or nominees;

(c) to procure that the Secured Party or its nominee or nominees are registered in the Register of Members of the Company in respect of the applicable Charged Shares;

(d) to exercise (or enable its nominee or nominees to exercise) any rights or powers attaching to the applicable Charged Shares;

(e) to sell or dispose of the applicable Charged Shares; and/or

(f) otherwise to enforce any of the rights of the Secured Party under or in connection with this Charge.

7 Secured Party’s Rights as to Shares

At any time after the occurrence of an Event of Default, the Secured Party shall, without prejudice to any other right or remedy available hereunder or under applicable law, forthwith become entitled:

7.1 to instruct the Chargor and the Chargor shall comply with such instruction to exercise all voting rights attaching to the applicable Charged Shares or any thereof as the Secured Party may in their absolute discretion direct or may designate any other person to be a proxy of the Chargor to exercise such rights in such manner as the Secured Party may in its absolute discretion determine; and/or

7.2 solely and exclusively to exercise all rights and/or powers and/or discretions of the Chargor in, to and under the applicable Charged Shares pursuant to the memorandum and articles of association of the Company; and/or

7.3 to receive and retain all dividends and other distributions made on or in respect of the applicable Charged Shares or any thereof and any such dividends and other distributions received by the Chargor after such time shall be held in trust by the Chargor for the Secured Party and be paid or transferred to the Secured Party on demand to be applied towards the discharge of the applicable Secured Obligations; and/or

7.4 without notice to, or further consent or concurrence by, the Chargor to sell the applicable Charged Shares or any part thereof by such method, at such place and upon such terms as the Secured Party may in its absolute discretion determine, with power to postpone any such sale and in any such case the Secured Party may exercise any and all rights attaching to the applicable Charged Shares as the Secured Party in its absolute discretion may determine and without being answerable for any loss occasioned by such sale or resulting from postponement thereof or the exercise of such rights, including but not limited to the sale of the Charged Shares be pursuant to section 15 (b) of the Loan Agreement, and/or

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7.5 to date and deliver the documents delivered to the Secured Party pursuant to this Charge hereof as it consider appropriate and to take all steps to register the applicable Charged Shares in the name of the Secured Party or its nominee or nominees and to assume control as registered owner of the applicable Charged Shares.

8 Receiver

8.1 At any time after the occurrence of an Event of Default, the Secured Party may by writing without notice to the Chargor appoint one or more person or persons as the Secured Party think fit to be a receiver (the “Receiver”) in relation to the applicable Charged Shares. Where the Secured Party appoints two or more persons as Receiver, the Receiver(s) may act jointly or independently.

8.2 The Secured Party may remove any Receiver it appoints and appoint another person or other persons as Receiver or Receivers, either in the place of a Receiver they have removed, or who has otherwise ceased to act, or to act jointly with a Receiver or Receivers.

8.3 If at any time any two or more persons hold office as Receivers of the same assets or income, such Receivers may act jointly and/or severally so that each one of such Receivers shall be entitled (unless the contrary is stated in any instrument(s) appointing them) to exercise all the powers and discretions hereby conferred on Receivers individually and to the exclusion of the other or others of them.

8.4 Every such appointment or removal, and every delegation, appointment or removal by the Secured Party in the exercise of any right to delegate its powers or to remove delegates, may be made in writing under the hand of any officer of the Secured Party.

8.5 Every Receiver shall have all the powers of the Secured Party who appoints him in this Charge and, without prejudice to the foregoing, shall have the following powers:

(a) power to take possession of, collect and get in any of the applicable Charged Shares and, for that purpose, to take such proceedings as may seem to him to be expedient;

(b) without notice to, or further consent or concurrence by, the Chargor to sell or otherwise dispose of any of the applicable Charged Shares by such method, at such place and upon such terms as a Receiver may in its absolute discretion determine, with power to postpone any such sale and in any such case a Receiver may exercise any and all rights attaching to the applicable Charged Shares as the Receiver in its absolute discretion may determine and without being answerable for any loss occasioned by such sale or resulting from postponement thereof or the exercise of such rights;

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(c) power to raise or borrow money and grant security over any of the applicable Charged Shares;

(d) power to appoint attorneys or accountants or other professionally qualified persons to assist him in the performance of his functions;

(e) power to bring or defend any action or other legal proceedings in the name of and on behalf of the Chargor in respect of the applicable Charged Shares;

(f) power to do all acts and execute in the name and on behalf of the Chargor any document or deed in respect of the applicable Charged Shares;

(g) power to make any payment which is necessary or incidental to the performance of his functions, subject to compliance with applicable law;

(h) power to make any arrangement or compromise on behalf of the Chargor in respect of the applicable Charged Shares;

(i) power to rank and claim in the insolvency or liquidation of the Company and to receive dividends and to accede to trust deeds for the creditors of the Company;

(j) power to present or defend a petition for the winding up of the Company; and

(k) power to do all other things incidental to the exercise of the foregoing powers.

8.6 The Receiver shall be the agent of the Chargor and the Chargor shall be responsible for his acts and defaults and liable on any contracts made, entered into or adopted by the Receiver. The Secured Party shall not be liable for the Receiver’s acts, omissions, negligence or default, nor be liable on contracts entered into or adopted by the Receiver.

8.7 Without prejudice to the Section 7.4 of this Agreement, in making any sale or other disposal of any of the applicable Charged Shares in the exercise of their respective powers, the Receiver or the applicable Secured Party may accept by way of consideration for such sale or other disposal, cash, shares, loan capital or other obligations including, without limitation, consideration fluctuating according to or dependent upon a profit or turnover and consideration the amount of which is to be determined by a third party. Any such consideration may be receivable in a lump sum or by instalments.

8.8 Every Receiver shall be entitled to remuneration for his services at a rate to be fixed by agreement between him and the applicable Secured Party (or, failing such agreement, to be conclusively fixed by the applicable Secured Party) commensurate with the work and responsibilities involved upon the basis of charging from time to time adopted in accordance with the current practice of such Receiver or his firm.

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8.9 To the fullest extent permissible under law, the Secured Party may exercise any right or power that the Receiver the Secured Party appoints may exercise in relation to the enforcement of this Charge.

9 Other powers exercisable by the Secured Party

9.1 All powers of the Receiver conferred by this Charge may be exercised by the Secured Party who appoints such Receiver after this Charge has become enforceable.

9.2 The Secured Party shall have no Liability or responsibility to the Chargor arising out of the exercise or non-exercise of the powers conferred on them by this Clause.

9.3 The Secured Party need not enquire as to the sufficiency of any sums received by them in respect of any debt or claim so assigned to them or make any claim or take any other action to collect in or enforce them.

10 Application of Monies by the Secured Party or a Receiver

10.1 The Secured Party (and any Receiver) shall apply the monies received by them as a result of the enforcement of the security:

(a) firstly, in payment or satisfaction of the expenses related to enforcement of this security (including without limitation the fees and expenses of the Receiver);

(b) secondly, in meeting claims of the Secured Party in respect of the applicable Secured Obligations;

(c) thirdly, in payment of the balance (if any) to the Chargor or persons entitled to it.

10.2 No Secured Party shall be liable for any loss or damage occasioned by:

(a) any sale or disposal of the applicable Charged Shares or an interest in the applicable Charged Shares; or

(b) the exercise, or failure to exercise, any of its powers under this Charge; or

(c) any neglect or default to pay any instalment or accept any offer or notify the Chargor of any such neglect or default; or

(d) any other loss of whatever nature in connection with the applicable Charged Shares.

10.3 The Secured Party may, at any time after demand and until the irrevocable and unconditional payment to the Secured Party of all Secured Obligations owed to it, place and keep to the credit of a suspense account any money received or realised by the Secured Party by virtue of this Charge. The Secured Party shall have no intermediate obligation to apply such money in or towards the discharge of any applicable Secured Obligations.

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11 Protection of the Secured Party and Receiver

11.1 Neither the Secured Party nor any Receiver shall be liable in respect of any Liability which arises out of the exercise or the attempted or purported exercise of, or the failure to exercise, any of their respective powers under or by virtue of this Charge, except if and insofar as such Liability results from its or his own gross negligence or wilful default.

11.2 Without prejudice to the generality of Clause 11.1, neither the Secured Party nor any Receiver shall be liable to account as the Secured Party in possession or otherwise for any sum not actually received by they or them respectively.

12 Continuing Security and Non-Merger

12.1 The security constituted by this Charge shall be continuing and shall not be considered as satisfied or discharged by any intermediate payment or settlement of the whole or any part of the Secured Obligations or any other matter or thing whatsoever and shall be binding until all the Secured Obligations have been unconditionally and irrevocably paid and discharged in full.

12.2 This Charge is in addition to and shall not merge with or otherwise prejudice or affect any banker’s lien, right to combine and consolidate accounts, right of set-off or any other contractual or other right or remedy or any guarantee, lien, pledge, bill, note, charge or other security now or hereafter held by or available to the Secured Party.

13 Currency

13.1 For the purpose of, or pending the discharge of, any of the Secured Obligations, the Secured Party may, in its sole discretion, convert any moneys received, recovered or realised in any currency under this Charge (including the proceeds of any previous conversion under this Clause) from its existing currency of denomination into any other currency at such rate or rates of exchange and at such time as the Secured Party thinks fit.

13.2 No payment to the Secured Party (whether under any judgment or court order or otherwise) shall discharge the Secured Obligations in respect of which it was made unless and until the Secured Party shall have received payment in full in the currency in which such Secured Obligations were incurred and, to the extent that the amount of any such payment shall on actual conversion into such currency fall short of such Secured Obligations expressed in that currency, the Secured Party shall have a further separate cause of action against the Chargor and shall be entitled to enforce this Charge to recover the amount of the shortfall.

14 Costs

The Chargor shall on demand and on a full indemnity basis pay to the Secured Party the amount of all costs and expenses and other liabilities (including stamp duty, and legal and out of pocket expenses) which the Secured Party incurs in connection with:

(a) any actual or proposed amendment or waiver or consent under or in connection with this Charge; or

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(b) any discharge or release of this Charge; or

(c) the preservation or exercise (or attempted preservation or exercise) of any rights under or in connection with and the enforcement (or attempted enforcement) of this Charge; or

(d) dealing with or obtaining advice about any matter or question arising out of or in connection with enforcing the Secured Party’s exercise of its rights under this Charge.

15 Variation and Amendment

This Charge shall remain in full force and effect notwithstanding any amendments or variations from time to time of the Loan Agreement and no variation of this Charge shall be valid unless it is in writing and signed by or on behalf of each of the parties.

16 Assignment

16.1 None of the Chargor and the Chargor may assign or transfer any of its rights, benefits or obligations hereunder without the prior written consent of the Secured Party.

16.2 The Secured Party is entitled to freely assign or otherwise transfer the whole or any part of its benefits, rights and obligations of this Charge without the prior written consent of the Chargor, together with its rights, benefits and obligations under the Loan Agreement, and the expression “the Secured Party” wherever used herein shall be deemed to include the assignees and other successors, whether immediate or derivative, of the Secured Party, who shall be entitled to enforce and proceed upon this Charge in the same manner as if named herein. The Secured Party shall be entitled to disclose any information concerning the Chargor to any such assignee or other successor or any participant or proposed assignee, successor or participant.

17 Currency Indemnity

If, for any reason, any amount payable to the Secured Party by the Chargor under this Charge is paid or recovered in a currency other than that in which it is required to be paid (the “contractual currency”), then, to the extent that the payment to the Secured Party (when converted into the contractual currency at its then applicable rate of exchange) falls short of the amount payable in the contractual currency, the Chargor shall, as a separate and independent obligation, fully indemnify the Secured Party on demand against the amount of the shortfall.

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18 Forbearance, Severability and Consents

18.1 All rights, powers and privileges under this Charge shall continue in full force and effect, regardless of the Secured Party exercising, delaying in exercising or omitting to exercise any of them.

18.2 No provision of this Charge shall be avoided or invalidated by reason only of one or more other provisions being invalid or unenforceable.

18.3 Any provision of this Charge which is or becomes illegal, invalid or unenforceable shall be ineffective only to the extent of such illegality, invalidity and unenforceability, without invalidating the remaining provisions of this Charge.

18.4 Save as otherwise expressly specified in this Charge, any consent of the Secured Party may be given absolutely or on any terms and subject to any conditions as the Secured Party may determine in its entire discretion.

19 Entire Agreement

This Charge and the Loan Agreement constitute the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this Charge.

20 Further Assurance

The Chargor shall promptly execute all documents and do all things that the Secured Party may specify for the purpose of:

(a) securing and perfecting its security over or title to all or any of the applicable Charged Shares; and/or

(b) enabling the Secured Party to vest all or part of the applicable Charged Shares in its name or in the names of its nominee(s), agent or any purchaser,

including the execution and delivery of all assignments, transfers, mortgages, charges, notices, instructions and such other documents as the Secured Party may in its discretion think fit.

21 Notices

21.1 All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses or facsimile number as furnished to each other in writing. All such notices and communications will be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one (1) Business Day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one (1) Business Day after being deposited with an overnight courier service of recognized standing or (v) four (4) days after being deposited by registered air mail with postage prepaid.

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22 Miscellaneous

22.1 All sums payable by the Chargor under this Charge shall be paid without any set off, counterclaim, withholding or deduction whatsoever unless required by law in which event the Chargor will simultaneously with making the relevant payment under this Charge pay to the Secured Party such additional amount as will result in the receipt by the Secured Party of the full amount which would otherwise have been receivable and will supply the Secured Party promptly with evidence satisfactory to the Secured Party that the Chargor has accounted to the relevant authority for the sum withheld or deducted.

22.2 No delay or omission on the part of the Secured Party in exercising any right or remedy under this Charge shall impair that right or remedy or operate as or be taken to be a waiver of them nor shall any single, partial or defective exercise of any such right or remedy preclude any other or further exercise under this Charge of that or any other right or remedy.

22.3 The Secured Party’s rights, powers and remedies under this Charge are cumulative and are not, nor are they to be construed as, exclusive of any rights, powers or remedies provided by law or otherwise and may be exercised from time to time and as often as the Secured Party deems expedient.

22.4 Any waiver by the Secured Party of any terms of this Charge or any consent or approval given by the Secured Party under it shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given.

22.5 If at any time any one or more of the provisions of this Charge is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction neither the legality, validity or enforceability of the remaining provisions of this Charge nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected or impaired as a result.

22.6 Any statement, certificate or determination of the Secured Party as to the Secured Obligations or (without limitation) any other matter provided for in this Charge shall, in the absence of manifest error, be conclusive and binding on the Chargor.

23 Law and Jurisdiction

23.1 This Charge is governed by, and shall be construed in accordance with, the laws of the Cayman Islands.

23.2 The Chargor irrevocably agrees for the exclusive benefit of the Secured Party that any dispute, controversy or claim arising out of, in connection with or relating to this Charge, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled by arbitration.

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(a) The arbitration shall be conducted in the Hong Kong Special Administrative Region of the PRC by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC Council shall select the arbitrator, who shall be qualified to practice law in Hong Kong.

(b) The arbitral proceedings shall be conducted in English. To the extent that the HKIAC Rules are in conflict with the provisions of this Section 23.2(b), including the provisions concerning the appointment of the arbitrators, the provisions of this Section 23.2(b) shall prevail.

(c) Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party.

(d) The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(e) Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(f) During the course of the arbitral tribunal’s adjudication of the dispute, this Charge shall continue to be performed except with respect to the part in dispute and under adjudication.

24 Confidentiality.

24.1 Disclosure of Terms. The terms and conditions of the Loan Agreement (collectively, the “Financing Terms”), including their existence, shall be considered confidential information and shall not be disclosed by any of the parties to any other person except in accordance with the provisions set forth below.

24.2 Permitted Disclosures. Notwithstanding the foregoing, (i) each party may disclose any of the Financing Terms to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such persons are under appropriate nondisclosure obligations; and (ii) the Secured Party may disclose any of the Financing Terms to their directors, officers and employees so long as such persons are under appropriate nondisclosure obligations.

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24.3 Legally Compelled Disclosure. In the event that any party is requested or becomes legally compelled (including without limitation, pursuant to securities laws) to disclose the existence or content of any of the Financing Terms hereof in contravention of the provisions of this Section 24.3, such party (the “Disclosing Party”) shall promptly provide the other parties with written notice of that fact so that such other parties may seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be given to such information to the extent reasonably requested by the other parties.

24.4 Other Exceptions. Notwithstanding any other provision of this Section 24.4, the confidentiality obligations of the parties shall not apply to: (i) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (ii) information which is in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (iii) information which enters the public domain without breach of confidentiality by the restricted party; or (iv) disclosures to a party’s accountants, attorneys or other professional advisors so long as they agree to keep such disclosures confidential.

25 Counterparts

This Charge may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Charge.

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This Charge has been executed and delivered as a deed by the Chargor, the Borrower and signed by the Secured Party and it shall take effect on the date stated at the beginning of this document.

Chargor

SIGNED as a DEED by                                  ) Truck Work Logistics Information Co. Ltd    ) By its duly authorized representative              )

Name:

Title:

Witness

in the presence of:

/s/ Li Yanming	Signature of witness
Li Yanming	Name of witness

Borrower

Executed and Delivered as a Deed by

/s/ WANG Gang

By: WANG Gang

This Charge has been executed and delivered as a deed by the Chargor, the Borrower and signed by the Secured Party and it shall take effect on the date stated at the beginning of this document.

Secured Party

FULL TRUCK ALLIANCE CO. LTD.
By:	/s/ Zhang Hui
Name:
Title:

Schedule 1

Name of Chargor	Number of Initial Shares Charged to Secured Party		Description of Shares
	Such number of Series A-5 Preferred Shares (and/or the Class A Ordinary Shares converted from such Series A-5 Preferred Shares pursuant to the memorandum and articles of association of Full Truck Alliance Co. Ltd.) as calculated pursuant to the following formula:
Truck Work Logistics Information Co. Ltd	N = P/(V*90%), of which, “N” means the number of Initial Shares Charged to Secured Party, “P” means $206,000,000, and “V” means the Per Share Fair Market Value of the Company, and “Per Share Fair Market Value” of Company has the meaning ascribed to it in the Loan Agreement. As of the date of this Charge, the Initial Shares are 398,507,891 Series A-5 Preferred Shares held by the Chargor in the Company.	Full Truck Alliance Co. Ltd. (the “Company”)	Shares with par value of US$0.00001 each (as appropriately adjusted for share splits, share dividends, recapitalizations and the like) of the Company

Schedule 2

Share Transfer

Truck Work Logistics Information Co. Ltd (the “Transferor”), for value received, does hereby transfer to the following transferee (the “Transferee”):

Name:	Full Truck Alliance Co. Ltd.
Address:     Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands

a total of                      Series A-5 Preferred Shares (as appropriately adjusted for share splits, share dividends, recapitalizations and the like) of Full Truck Alliance Co. Ltd. standing in its name in the undertaking called             ,          to hold the same unto the Transferee.

Signed by the Transferor
Truck Work Logistics Information Co. Ltd
By:
Name:
Title:
Signed by the Transferee
Full Truck Alliance Co. Ltd.
By:	/s/ Zhang Hui
Name:
Title:

Schedule 3

Notice of Charge

To: Full Truck Alliance Co. Ltd.

November 21, 2020

Dear Sirs

Charge over Shares

We hereby notify you that pursuant to a charge over shares among WANG Gang, Truck Work Logistics Information Co. Ltd and Full Truck Alliance Co. Ltd. Dated November, 2021 (the “Charge over Shares”), Truck Work Logistics Information Co. Ltd has granted a security interest over the such number of Series A-5 Preferred Shares (and/or the Class A Ordinary Shares converted from such Series A-5 Preferred Shares) (as appropriately adjusted for share splits, share dividends, recapitalizations and the like) of Full Truck Alliance Co. Ltd. as set forth in the Charge over Shares standing in its name in the register of members of Full Truck Alliance Co. Ltd. and at any time after occurrence of an Event of Default (as defined in the Charge over Shares), you may take such steps to register any of your designated entity(ies) as the registered holder of the shares pursuant to the Charge over Shares.

Truck Work Logistics Information Co. Ltd
By:
Name:
Title:

Schedule 4

Irrevocable Proxy

Full Truck Alliance Co. Ltd.

The undersigned, being the legal owner of the Charged Shares (as defined in the Charve over Shares as further defined below, the “Shares”) of Full Truck Alliance Co. Ltd. in the share capital of Full Truck Alliance Co. Ltd. (the “Company”), a company incorporated in the Cayman Islands, hereby makes, constitutes and appoints ZAHNG Hui (with his PRC ID number being ******) (the “Attorney”) as the true and lawful attorney and proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to vote the Shares represented by the Share Certificate(s) of the Company at all general meetings of shareholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of appointing or confirming the appointment of new directors of the Company and/or such other matters as may in the opinion of the Attorney deem necessary or desirable for the purpose of implementing the Charge over Shares referred to below and the undersigned hereby ratifies and confirms all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof.

The Shares have been charged to the Attorney pursuant to a charge over shares among WANG Gang, Full Truck Alliance Co. Ltd. and Truck Work Logistics Information Co. Ltd dated November 21, 2020 (the “Charge over Shares”).

This power and proxy is given to secure a proprietary interest of the donee of the power or the performance of an obligation owed to the donee and is irrevocable and shall remain irrevocable as long as the Charge over Shares is in force.

In witness whereof this instrument has been duly executed on November 21, 2020 as a deed.

Executed and Delivered as a Deed by:
Truck Work Logistics Information Co. Ltd
By:
Name:
Title:

EX-10.20

Exhibit 10.20

Full Truck Alliance Co. Ltd.

SECOND AMENDED AND RESTATED 2018 SHARE INCENTIVE PLAN

ARTICLE 1.

PURPOSE

The purpose of the Full Truck Alliance Co. Ltd. Second Amended and Restated 2018 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of Full Truck Alliance Co. Ltd. (the “Company”) by linking the personal interests of the members of the Board, Employees, and Consultants to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company and any other Service Recipient in their ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1    “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 10. With reference to any duties of the Board under the Plan which may have been delegated to one or more persons pursuant to Section 10.6, the term “Administrator” shall refer to such person(s) unless the Board has revoked such delegation.

2.2    “Affiliate” shall mean, with respect to any person, any other person controlled by, controlling or under common control with such person. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

2.3    “Applicable Accounting Standards” shall mean International Financial Reporting Standards, Generally Accepted Accounting Principles in the United States, or such other accounting principles or standards as may apply to the Company’s financial statements under Applicable Laws.

2.4    “Applicable Laws” shall mean (i) the laws of the Cayman Islands as they relate to the Company and its Shares; (ii) the legal requirements relating to the Plan and the awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders of any jurisdiction applicable to Awards granted to residents; and (iii) the rules of any applicable securities exchange, national market system or automated quotation system on which the Shares are listed, quoted or traded.

2.5    “Article” shall mean an article of this Plan.

2.6    “Award” shall mean an Option, a Restricted Share award, a Restricted Share Unit award, a Dividend Equivalents award, a Share Payment award or a Share Appreciation Right, which may be awarded or granted under the Plan (collectively, “Awards”).

2.7    “Award Agreement” shall mean any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Plan.

2.8    “Board” shall mean the board of directors of the Company.

2.9    “Cause” when used in connection with the termination of the service relationship between a Holder and a Service Recipient, shall have the meaning expressly defined in any then- effective written employment, severance, consulting or other similar agreement between the Holder and the Service Recipient, or in the absence of such then-effective written agreement and definition, shall mean the Termination of Service on account of:

(a)    the willful and continued failure by the Holder substantially to perform his or her duties and obligations (other than any such failure resulting from his or her incapacity due to physical or mental illness), after a written demand for substantial performance has been delivered to the Holder by the Service Recipient or by the Holder’s supervisor, which demand identifies in reasonable detail the manner in which the Holder is believed to have not substantially performed his or her duties;

(b)    the Holder’s willful and serious misconduct which has resulted in or could reasonably be expected to result in material injury to the business, financial condition or reputation of the Service Recipient;

(c)    the engagement by the Holder in dishonesty, including without limitation fraud or embezzlement, bribery, intentional misconduct or material breach of any agreement with the Service Recipient;

(d)    the Holder’s conviction of, or voluntary admission to, a serious crime, including without limitation fraud or embezzlement, bribery, breach of trust, or physical or emotional harm to any person;

(e)    the breach by the Holder of any written restrictive covenant agreement with the Service Recipient, including without limitation any such covenant not to disclose any information pertaining to the Service Recipient or not to compete or interfere with the Service Recipient;

(f)    the Holder’s unauthorized removal from any premises of the Service Recipient or any client of, or service provider for, the Service Recipient of any document (in any medium or form) relating to the Service Recipient or the customers of the Service Recipient; or

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(g)    any other causes for Termination of Service as determined in the sole discretion of the Administrator.

2.10    “Code” shall mean the United States Internal Revenue Code of 1986, as amended from time to time. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

2.11    “Company” shall mean Full Truck Alliance Co. Ltd., an exempted company with limited liability incorporated in the Cayman Islands, unless otherwise explicitly defined herein.

2.12    “Consultant” shall mean any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services.

2.13    “Corporate Transaction” shall mean any of the following transactions, provided, that the Board shall determine under (d) and (e) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

(a)    an amalgamation, arrangement, consolidation or scheme of arrangement in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or which following such transaction the holders of the Company’s voting securities immediately prior to such transaction own fifty percent (50%) or more of the surviving entity;

(b)    the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which a majority of the individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”) who are not affiliates or associates of the offeror under Rule 12b-2 promulgated under the Exchange Act do not recommend such shareholders accept;

(c)    any reverse takeover, scheme of arrangement, or series of related transactions culminating in a reverse takeover or scheme of arrangement (including, but not limited to, a tender offer followed by a reverse takeover) in which the Company survives but (A) the Shares of the Company outstanding immediately prior to such transaction are converted or exchanged by virtue of the transaction into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such transaction (other than to the Company or to a Company-sponsored employee benefit plan), culminating in such takeover or scheme of arrangement, but excluding any such transaction or series of related transactions that the Board determines shall not be a Corporate Transaction; or

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(d)    acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Board determines shall not be a Corporate Transaction.

(e)    the sale, transfer or other disposition of all or substantially all of the assets of the Company (other than to a Subsidiary or Related Entity); or

(f)    the completion of a voluntary or insolvent liquidation or dissolution of the Company.

Notwithstanding the foregoing, to the extent required for the Plan or an Award to comply with Section 409A of the Code where it is applicable, a ‘Corporate Transaction’ shall not be deemed to have occurred unless it also qualifies as a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company (as defined in U.S. Treasury Regulation Section 1.409A-3(i)(5)).

2.14    “Director” shall mean a member of the Board, as constituted from time to time.

2.15    “Disability” shall mean a permanent disability as defined from time to time by the Company or the Administrator, in its sole and absolute discretion, or as specified in an Award Agreement or any then-effective written agreement regarding the Holder’s employment with the Service Recipient.

2.16    “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 7.1.

2.17    “Effective Date” shall have the meaning set forth in Section 12.1.

2.18    “Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator; provided, that Awards shall not be granted to Consultants or Non-Employee Directors who are resident of any country which pursuant to Applicable Laws does not allow grants to non-employees.

2.19    “Employee” shall mean any person who is in the employ of a Service Recipient, subject to the control and direction of the Service Recipient as to both the work to be performed and the manner and method of performance. The sole payment of a director’s fee by a Service Recipient shall not be sufficient to constitute “employment” by the Service Recipient.

2.20    “Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended from time to time. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

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2.21    “Exercise Notice” shall mean a written or electronic notice delivered to the secretary of the Company, or such other person or entity designated by the Administrator for the exercise of an Award in such form and manner as the Administrator may determine in its discretion from time to time.

2.22    “Fair Market Value” shall mean, as of any date, the value of Shares determined as follows:

(a)    If the Shares are listed on one or more established and regulated securities exchanges, national market systems or automated quotation system on which Shares are listed, quoted or traded, its Fair Market Value shall be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed (as determined by the Administrator) on the date of determination (or, if no closing sales price or closing bid was reported on that date, as applicable, on the last trading date such closing sales price or closing bid was reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b)    If the Shares are not listed on an established securities exchange, notational market system or automated quotation system, but are regularly quoted by a recognized securities dealer, its Fair Market Value shall be the closing sales price for such shares as quoted by such securities dealer on the date of determination, but if selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Shares on the date of determination (or, if no such prices were reported on that date, on the last date such prices were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c)    In the absence of an established market for the Shares of the type described in (a) and (b), above, the Fair Market Value thereof shall be determined by the Administrator in good faith.

2.23    “Holder” shall mean a person who has been granted an Award.

2.24    “Incentive Option” shall mean an Option which is designated by the Administrator as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.

2.25    “Non-Employee Director” shall mean a Director of the Company who is not an Employee.

2.26    “Non-Qualified Option” shall mean an Option that is not designated by the Administrator as an Incentive Option.

2.27    “Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 5. An Option shall be either a Non-Qualified Option or an Incentive Option; provided, that Options granted to Non-Employee Directors and Consultants shall only be Non- Qualified Options.

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2.28    “person” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

2.29    “PRC” shall mean the People’s Republic of China.

2.30    “PRC Resident” shall mean a Chinese person within the meaning of paragraph 3 of Article 1 of the SAFE Circular 37 (i.e., a citizen of Mainland China, including a person who habitually resides in Mainland China, even if such individual does not have any lawful identity document in Mainland China).

2.31    “Plan” shall mean this Full Truck Alliance Co. Ltd. Second Amended and Restated 2018 Share Incentive Plan, as it may be amended and/or restated from time to time.

2.32    “Related Entity” shall mean any business, corporation, partnership, limited liability company or other entity in which the Company or a Subsidiary of the Company holds a substantial economic interest, directly or indirectly, through ownership or contractual arrangements but which is not a Subsidiary and which the Board designates as a Related Entity for purposes of the Plan.

2.33    “Restricted Share” shall mean Shares awarded under Article 6 that is subject to certain restrictions and may be subject to forfeiture or compulsory redemption.

2.34    “Restricted Share Unit” shall mean the right to receive Shares awarded under Section 7.4.

2.35    “SAFE” shall mean the State Administration of Foreign Exchange and its local counterparts with competent authorization and jurisdiction.

2.36    “SAFE Registration Regulation” shall mean Circular on Relevant Issues Concerning Foreign Exchange Administration of Outbound Investment, Financing and Round- trip Investment through Special Purpose Companies by PRC Residents issued by SAFE on July 4, 2014, and effective on July 4, 2014 (“SAFE Circular 37”), and its implementing rules including but not limited to Circular on Further Simplifying and Improving Direct Investment-related Foreign Exchange Administration Policies issued by SAFE on February 13, 2015, and effective on June 1, 2015 (“SAFE Circular 13”).

2.37    “SAFE 37 Registration” means the registration shall be completed by PRC Residents under SAFE Circular 37.

2.38    “Securities Act” shall mean the United States Securities Act of 1933, as amended. Reference in the Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

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2.39    “Service Recipient” shall mean the Company, any Subsidiary of the Company and any Related Entity to which an Eligible Individual provides services as an Employee, Consultant or as a Director.

2.40    “Share” shall mean an ordinary share of the Company, and such other securities of the Company that may be substituted for Shares pursuant to Article 11.

2.41    “Share Appreciation Right” shall mean a share appreciation right granted under Article 8.

2.42    “Share Payment” shall mean (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 7.2.

2.43    “Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, directly or indirectly, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.44    “Substitute Award” shall mean an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a Corporate Transaction; provided, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Share Appreciation Right.

2.45    “Termination of Service” shall mean,

(a)    As to a Consultant, the time when the engagement of a Holder as a Consultant to a Service Recipient is terminated for any reason, with or without Cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company, any Subsidiary or any Related Entity.

(b)    As to a Non-Employee Director, the time when a Holder who is a Non- Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company, any Subsidiary or any Related Entity.

(c)    As to an Employee, the time when the employee-employer relationship between a Holder and the Service Recipient is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, Disability or retirement; but excluding terminations where the Holder simultaneously commences or remains in employment or service with the Company, any Subsidiary or any Related Entity.

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The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Service resulted from a discharge for Cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided, that, with respect to Incentive Options, unless the Administrator otherwise provides in the terms of the Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Holder’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Subsidiary or Related Entity employing or contracting with such Holder ceases to remain a Subsidiary or Related Entity following any merger, sale of securities or other transaction or event (including, without limitation, a spin-off).

2.46    “Trading Date” shall mean the closing of the first sale to the general public of the Shares pursuant to an effective registration statement under Applicable Law, which results in the Shares being publicly traded on one or more established stock exchanges or national market systems.

2.47    “U.S. Person” shall mean a “United States Person” within the meaning of Section 7701(a)(30) of the Code (i.e., a citizen or resident of the United States, including a lawful permanent resident, even if such individual resides outside of the United States).

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1    Number of Shares.

(a)    Subject to Section 11.1 and Section 3.1(b), the aggregate number of shares, which may be issued pursuant to Awards under the Plan, shall not exceed, in the aggregate, 2,636,675,056 Shares of the Company provided, that the aggregate number of shares reserved and available for issuance pursuant to Awards granted under the Plan shall be automatically increased by the same amount as the number of Shares, preferred shares and/or other equity securities of the Company repurchased by the Company after the date hereof pursuant to the Minutes of An Extraordinary General Meeting of the Company on September 10, 2019 and the Written Resolutions of Directors of the Company dated October 10, 2019.

(b)    To the extent that an Award terminates, expires, or lapses for any reason, or is settled in cash and not Shares, then any Shares subject to the Award shall again be available for the grant of an Award pursuant to the Plan. Shares delivered by the Holder or withheld by the Company upon the exercise of any Award under the Plan, in payment of the exercise price thereof or tax withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). If any Shares are forfeited by the Holder or redeemed or repurchased by the Company at the same, higher or lesser price than paid by the Holder so that the Shares are again returned to the Company, these Shares may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3.1(a). To the extent permitted by Applicable Laws, Shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by the Company, any Subsidiary or Related Entity shall not be counted against Shares available for grant pursuant to the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Option to fail to qualify as an incentive stock option under Section 422 of the Code.

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3.2    Share Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares, treasury Shares (subject to Applicable Laws) or Shares purchased on the open market. Additionally, in the discretion of the Administrator, American Depository Shares in an amount equal to the number of Shares which otherwise would be distributed pursuant to an Award may be distributed in lieu of Shares in settlement of any Award. If the number of Shares represented by an American Depository Share is other than on a one-to-one basis, the limitations of Section 3.1 shall be adjusted to reflect the distribution of American Depository Shares in lieu of Shares.

ARTICLE 4.

GRANTING OF AWARDS

4.1    Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

4.2    Award Agreement. Each Award shall be evidenced by an Award Agreement. Award Agreements evidencing Incentive Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code. If necessary to comply with Section 409A of the Code, for each U.S. Person, the Shares subject to the Awards shall be “service recipient stock” within the meaning of Section 409A of the Code or the Award shall otherwise comply with Section 409A of the Code.

4.3    Jurisdictions. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in the jurisdictions in which the Service Recipient operates or has Eligible Individuals, or in order to comply with the requirements of any securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Subsidiaries and Related Entities shall be covered by the Plan; (b) determine which Eligible Individuals are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals to comply with Applicable Laws; (d) establish sub plans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such sub plans and/or modifications shall be attached to the Plan as appendices); provided, that no such sub plans and/or modifications shall increase the share limitations contained in Section 3.1; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any Applicable Laws including necessary local governmental regulatory exemptions or approvals or listing requirements of any such securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the any Applicable Laws.

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4.4    Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

ARTICLE 5.

OPTIONS

5.1    General. The Administrator is authorized to grant Options to Eligible Individuals on the following terms and conditions:

(a)    Exercise Price. The exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares and shall in any event be not less than the par value of the Share; provided, that no Option may be granted to a U.S. Person at less than the Fair Market Value on the date of grant, without compliance with Section 409A of the Code. The exercise price per Share subject to an Option may be amended or adjusted in the absolute discretion of the Administrator, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws (including any applicable exchange rules), a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Board or the Company’s shareholders or the approval of the affected Holders. For the further avoidance of doubt, the exercise price per Share is the exercise price per Option divided by the number of Shares for which the Option is exercisable.

(b)    Vesting. The period during which the right to exercise, in whole or in part, an Option vests in the Holder shall be set by the Administrator and the Administrator may determine that an Option may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Service Recipient or any other criteria selected by the Administrator. At any time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests. No portion of an Option which is unexercisable at a Holder’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Option.

(c)    Time and Conditions of Exercise. The Administrator shall determine the time or times at which an Option may be exercised in whole or in part, including exercise prior to vesting and that a partial exercise must be with respect to a minimum number of shares; provided that each Option shall be subject to the conditions, earlier termination, expiration or cancellation as provided in the Plan or in the Award Agreement evidencing such Option. The Administrator shall also determine the conditions, if any, that must be satisfied before all or part of an Option may be exercised.

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(d)    Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of shares.

(e)    Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(i)    An Exercise Notice stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Option or such portion of the Option;

(ii)    Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all Applicable Laws or regulations, and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(iii) In the event that the Option shall be exercised pursuant to Section 9.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and

(iv)    Full payment of the exercise price and applicable withholding taxes to the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 9.1 and 9.2.

(f)    Term. The term of any Option granted under the Plan shall not exceed ten (10) years from the date it is granted. Except as limited by the requirements of Section 409A or Section 422 of the Code, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Option relating to such a Termination of Service.

(g)    Evidence of Grant. All Options shall be evidenced by an Award Agreement entered into between the Company and the Holder. An Award Agreement shall include such additional provisions as may be specified by the Administrator.

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(h)    Effect of Termination of Service. Unless the Administrator provides otherwise on or after the date of grant in the Award Agreement or otherwise, upon a Termination of Service, the Options shall expire as follows:

(i)    In the event of the Termination of Service, for any reason, whether such termination is occasioned by the Holder, by the Holder’s employer or any Service Recipient, or with or without Cause or by mutual agreement, the Holder’s right to vest in any Option under this Plan, if any, will terminate concurrently with the Termination of Service;

(ii)    In the event that the Holder’s employment with the Service Recipient is terminated for Cause, all outstanding Options granted to such Holder that have become vested but not exercised shall expire on the date of such termination, and the right of such Holder to exercise the Options that have become exercisable shall terminate concurrently with the Termination of Service;

(iii)    In the event of a Holder’s Termination of Service as an Employee for any reason other than Holder’s Disability, death or Cause: (A) all Option that have become vested but not exercisable as of the date of Termination of Service shall terminate on the date of such termination, and (B) all Options that have become vested and exercisable as of the date of Termination of Service shall terminate on the earlier of (x) the 90-day period immediately following the date of Termination of Service and (y) ten (10) years from the date it is granted;

(iv)    In the event of a Holder’s Termination of Service as an Employee on account of Disability or death: (A) all Option that have become vested but not exercisable as of the date of Termination of Service shall terminate on the date of such termination, and (B) all Options that have become vested and exercisable as of the date of Termination of Service shall terminate on the earlier of (x) the one-year anniversary of the date of Holder’s Termination of Service and (y) ten (10) years from the date it is granted; and

(v)    Upon the Holder’s Disability or death, any Incentive Options exercisable at the Holder’s Disability or death may be exercised by the Holder’s legal representative or representatives, by the person or persons entitled to do so pursuant to the Holder’s last will and testament, or, if the Holder fails to make testamentary disposition of such Incentive Option or dies intestate, by the person or persons entitled to receive the Incentive Option pursuant to the applicable laws of descent and distribution as determined under Applicable Laws. To the extent that such Option is not so exercised, it shall automatically lapse and become of no further effect.

(i)    Limitation on Number of Shares. Each Option may be exercised in whole or in part, to the extent such Option is vested and exercisable on the date of exercise.

5.2    Incentive Options. Incentive Options may be granted to Employees of the Company, a Subsidiary of the Company, or an entity in which the Company or a Subsidiary of the Company holds one hundred percent (100%) of the economic interest, directly or indirectly, through ownership or contractual arrangements but which is not a Subsidiary. Other than the above Employees, Incentive Options may not be granted to Employees of a Related Entity or to

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Non-Employee Directors or Consultants. The terms of any Incentive Options granted pursuant to the Plan, in addition to the requirements of Section 5.1, must comply with the following additional provisions of this Section 5.2:

(a)    Annual Limit. To the extent that the aggregate Fair Market Value (determined at the time an Incentive Option is granted) of the Shares with respect to which Incentive Options are exercisable for the first time by a Holder during any calendar year under all incentive stock option plans of the Company or a Subsidiary exceeds $100,000, the Options in excess of such limit shall be treated as Non-Qualified Options.

(b)    Ten Percent Owners. An Incentive Option shall be granted to any individual who, at the date of grant, owns Shares possessing more than ten percent of the total combined voting power of all classes of shares of the Company only if such Option is granted at a price that is not less than 110% of Fair Market Value on the date of grant and the Option is exercisable for no more than five years from the date of grant.

(c)    Transfer Restriction. The Holder shall give the Company prompt notice of any disposition of Shares acquired by exercise of an Incentive Option within (i) two years from the date of grant of such Incentive Option or (ii) one year after the transfer of such Shares to the Holder.

(d)    Expiration of Incentive Options. No Award of an Incentive Option may be made pursuant to this Plan after the tenth (10th) anniversary of the Effective Date. No Award Agreement shall be entered into after the tenth (10th) anniversary of the Effective Date, but this shall not affect any Award granted prior to the expiry of the Plan.

(e)    Right to Exercise. Subject to Section 5.2(a)(v), during a Holder’s lifetime, an Incentive Option may be exercised only by the Holder.

5.3    Substitute Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

5.4    Substitution of Share Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable.

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ARTICLE 6.

AWARD OF RESTRICTED SHARES

6.1    Award of Restricted Shares.

(a)    The Administrator is authorized to grant Restricted Shares to Eligible Individuals, and shall determine the amount of, and the terms and conditions, including the restrictions applicable to each award of Restricted Shares, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Shares as it deems appropriate.

(b)    The Administrator shall establish the purchase price, if any, and form of payment for Restricted Shares; provided, that such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by Applicable Laws. In all cases, legal consideration shall be required for each issuance of Restricted Shares. For the avoidance of doubt, Restricted Shares may be granted and issued to an Eligible Individual in consideration for such Eligible Individual’s continued employment by or service to the Company or other Service Recipient, without any additional cash consideration being payable by such Eligible Individual.

6.2    Rights as Shareholders. Subject to Section 6.4, once the Restricted Shares are issued, subject only to the restrictions on such Restricted Shares as provided in the Award Agreement, the Holder shall have rights as a shareholder which are equivalent to the rights of other holders of Shares, and shall be a shareholder when he or she is recorded as the holder of such Restricted Shares upon entry in the Company’s register of members. No adjustment shall be made for a dividend or other right in respect of any Restricted Share for which the record date is prior to the date the Holder is entered on the Company’s register of members in respect of such Restricted Shares, except as provided in Article 11 of the Plan.

6.3    Restrictions. All Restricted Shares (including any Shares received by Holders thereof with respect to the Restricted Shares as a result of share dividends, share splits or any other form of recapitalization) shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Holder’s duration of employment, directorship or consultancy with the Service Recipient, or other criteria selected by the Administrator. By action taken after the Restricted Shares are issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Shares by removing any or all of the restrictions imposed by the terms of the Award Agreement. Restricted Shares may not be sold or encumbered until all restrictions are terminated or expire.

6.4    Forfeiture or Compulsory Redemption of Restricted Shares. If no cash consideration was paid by the Holder for the Restricted Shares, upon a Termination of Service the Holder’s rights in unvested Restricted Shares then subject to restrictions shall lapse, and such Restricted Shares shall be forfeited (meaning that they shall be surrendered to the Company and cancelled without consideration). If cash consideration was paid by the Holder for the Restricted Shares, upon a Termination of Service, the Company shall have the right to compulsorily redeem from the Holder (without any further action required on the part of the Holder) the unvested Restricted Shares then held by such Holder and which are subject to restrictions, at a cash price per share equal to the cash consideration paid by the Holder for such Restricted Shares or such other amount as may be specified in the Award Agreement. The Administrator in its sole discretion may provide that in the event of certain events the Holder’s rights in unvested Restricted Shares shall not lapse, such Restricted Shares shall vest and shall be non-forfeitable, and if applicable, the Company shall not have a right of compulsory redemption.

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6.5    Certificates for Restricted Share. Restricted Shares granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing Restricted Shares must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and the Company may, in its sole discretion, retain physical possession of any share certificate until such time as all applicable restrictions lapse.

ARTICLE 7.

AWARD OF DIVIDEND EQUIVALENTS, SHARE PAYMENTS, RESTRICTED SHARE

UNITS

7.1    Dividend Equivalents. Dividend Equivalents may be granted by the Administrator based on dividends declared on the Shares, to be credited as of dividend payment dates during the period between the date an Award is granted to a Holder and the date such Award vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Administrator.

7.2    Share Payments. The Administrator is authorized to make Share Payments to any Eligible Individual. The number or value of shares of any Share Payment shall be determined by the Administrator and may be based upon any other criteria, including service to the Service Recipient, determined by the Administrator. Share Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

7.3    Reserved.

7.4    Restricted Share Units. The Administrator is authorized to grant Restricted Share Units to any Eligible Individual. The number of Restricted Share Units to be granted and the terms and conditions thereof shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Share Units shall become fully vested and non-forfeitable, and may specify such conditions to vesting as it deems appropriate, including service to the Service Recipient, in each case on a specified date or dates or over any period or periods, as the Administrator determines. The Administrator shall specify, or permit the Holder to elect, the conditions and dates upon which the Shares underlying the Restricted Share Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Share Units vest and become non-forfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code, to the extent applicable to the Holder. Restricted Share Units may be paid in cash, Shares or both, as determined by the Administrator. On the distribution dates, the Company shall issue to the Holder one unrestricted Share (or the Fair Market Value of one such Share in cash) for each vested and non-forfeitable Restricted Share Unit.

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7.5    Term. The term of a Dividend Equivalent award, Share Payment award and/or Restricted Share Unit award shall be set by the Administrator in its sole discretion.

7.6    Exercise or Purchase Price. The Administrator may establish the exercise or purchase price for shares distributed as a Share Payment award or shares distributed pursuant to a Restricted Share Unit award; provided, that value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by Applicable Laws.

7.7    Exercise upon Termination of Service. A Dividend Equivalent award, Share Payment award and/or Restricted Share Unit award is exercisable or distributable only while the Holder is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion may provide that the Dividend Equivalent award, Share Payment award and/or Restricted Share Unit award may be exercised or distributed subsequent to a Termination of Service in certain events.

ARTICLE 8.

AWARD OF SHARE APPRECIATION RIGHTS

8.1    Grant of Share Appreciation Rights.

(a)    The Administrator is authorized to grant Share Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan. The term of any Share Appreciation Right granted under the Plan shall not exceed ten (10) years. Except as limited by the requirements of Section 409A, the Administrator may extend the term of any outstanding Share Appreciation Right, and may extend the time period during which vested Share Appreciation Rights may be exercised, in connection with any Termination of Service of the Holder, and may amend any other term or condition of such Share Appreciation Right relating to such a Termination of Service.

(b)    A Share Appreciation Right shall entitle the Holder (or other person entitled to exercise the Share Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Share Appreciation Right (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per Share of the Share Appreciation Right from the Fair Market Value per Share on the date of exercise of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose.

(c)    The exercise price per Share subject to a Share Appreciation Right shall be determined by the Administrator and set forth in the Award Agreement which may be a fixed or variable price related to the Fair Market Value of the Shares but shall in any event be not less than the par value of the Share; provided, that no Share Appreciation Right may be granted to a U.S. Person at less than the Fair Market Value on the date of grant, without compliance with Section 409A of the Code. The exercise price per Share subject to a Share Appreciation Right may be amended or adjusted in the absolute discretion of the Administrator, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws (including any applicable exchange rules), a downward adjustment of the exercise prices of Share Appreciation Rights mentioned in the preceding sentence shall be effective without the approval of the Board or the Company’s shareholders or the approval of the affected Holders.

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(d)    In the case of a Share Appreciation Right that is a Substitute Award, the price per share of the Shares subject to such Share Appreciation Right may be less than the Fair Market Value per Share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the Shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

8.2    Share Appreciation Right Vesting.

(a)    The period during which the right to exercise, in whole or in part, a Share Appreciation Right vests in the Holder shall be set by the Administrator and the Administrator may determine that a Share Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Service Recipient, or any other criteria selected by the Administrator. At any time after grant of a Share Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which a Share Appreciation Right vests.

(b)    No portion of a Share Appreciation Right which is un-exercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Share Appreciation Right.

8.3    Manner of Exercise. All or a portion of an exercisable Share Appreciation Right shall be deemed exercised upon delivery of all of the following to the Administrator, or such other person designated by the Administrator, or his, her or its office, as applicable:

(a)    An Exercise Notice stating that the Share Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Holder or other person then entitled to exercise the Share Appreciation Right or such portion of the Share Appreciation Right;

(b)    Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and

(c)    In the event that the Share Appreciation Right shall be exercised pursuant to this Section 8.3 by any person or persons other than the Holder, appropriate proof of the right of such person or persons to exercise the Share Appreciation Right, in the sole discretion of the Administrator.

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8.4    Payment. Amounts payable upon exercise of a Share Appreciation Right shall be in cash, Shares (based on its Fair Market Value as of the date the Share Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

ARTICLE 9.

ADDITIONAL TERMS OF AWARDS

9.1    Payment. The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) or Shares held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences under Applicable Accounting Standards, in each case, having the Fair Market Value on the date of delivery equal to the aggregate payments required, (c) following the Trading Date, delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares then issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required, provided, that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Holders. Notwithstanding any other provision of the Plan to the contrary, no Holder shall be permitted to make payment with respect to any Awards granted under the Plan to the extent prohibited by Applicable Laws.

9.2    Tax Matters.

(a)    No Shares shall be delivered under the Plan to any Holder until such Holder has made arrangements acceptable to the Administrator for the satisfaction of any income, employment, social welfare or other tax withholding obligations under Applicable Laws. Each Service Recipient shall have the authority and the right to deduct or withhold, or require a Holder to remit to the applicable Service Recipient, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Holder’s employment, social welfare or other tax obligations) required by Applicable Laws to be withheld with respect to any taxable event concerning a Holder arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Holder to elect to have the Company withhold Shares otherwise issuable under an Award (or allow the surrender of Shares).The number of Shares which may be so withheld or surrendered shall be limited to the number of Shares which have a Fair Market Value on the date of withholding or repurchase equal to the aggregate amount of such liabilities based on the maximum statutory withholding rates for tax purposes that are applicable to such taxable income. The Administrator shall determine the Fair Market Value of the Shares, consistent with Applicable Laws, for tax withholding obligations due in connection with a broker-assisted cashless Option exercise involving the sale of shares to pay the Option exercise price or any tax withholding obligation.

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(b)    Each Holder shall hold harmless and indemnify the Company and its Affiliates from any adverse tax consequences to such Holder with respect to such Award, any withholding or other tax obligations of the Company or its Affiliates with respect to such Award and from any action or inaction or omission of the Company or its Affiliates pursuant to the Plan, the Award or otherwise that may cause such Holder’s Award to be or become subject to Section 409A. The Company may defer any issuance of Shares upon exercise of Awards unless indemnified to its satisfaction.

(c)    The Company intends (i) that the Awards not be treated as deferred compensation subject to the requirements of Section 409A of the Code (including any successor statute and any regulations, notices, or guidance promulgated pursuant thereto by the United States Treasury Department) (“Section 409A”) and (ii) that any ambiguities in construction be interpreted in order to effectuate such intent. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such Section. Notwithstanding any other provision of the Plan, the Company shall have no obligation to indemnify or hold harmless any person against any taxes (or any interest or penalties thereon) attributable to the transfer, ownership, exercise, or disposition of, or any other transaction involving, Awards (including, without limitation, as the result of the application of Section 409A).

(d)    By entering into an Award Agreement, each Holder acknowledges that such Holder may undertake certain adverse tax liabilities as a result of the grant of such Award and any subsequent purchase or disposition of any Award or any Shares subject to such Award. Each Holder represents that (i) such Holder has consulted with any adviser with which such Holder deems it advisable in connection with the receipt of such Award and such Holder is not relying on the Company, the Service Recipient or any advisor to the Company or Service Recipient for any tax, legal or other advice relating to the Plan and the Award, and (ii) such Holder shall accept the potential application of Section 409A to such Awards and the other tax consequences of the issuance, vesting, ownership, modification, adjustment and disposition of such Award.

9.3    Transferability of Awards.

(a)    Except as otherwise provided in Section 9.3(b):

(i)    No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, as required under applicable domestic relations laws, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;

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(ii)    Unless otherwise permitted in writing by the Administrator, no Award or interest or right therein shall be liable for the debts, contracts or engagements of the Holder or the successors in interest of such Holder or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence; and

(iii)    During the lifetime of the Holder, only the Holder may exercise an Award (or any portion thereof) granted to such Holder under the Plan, unless it has been disposed of pursuant to applicable domestic relations law; after the death of the Holder, any exercisable portion of an Award may, prior to the time when such portion becomes un-exercisable under the Plan or the applicable Award Agreement, be exercised by the personal representative of such Holder or by any person empowered to do so under the deceased Holder’s will or under the then Applicable Laws of descent and distribution.

(b)    Notwithstanding Section 9.3(a), a Holder may transfer an Award, subject to Applicable Laws, to (x) with the prior written consent of the Administrator, certain persons related to the Holder, including but not limited to members of the Holder’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are the Holder or members of the Holder’s family and/or charitable institutions, and (y) such other person as the Administrator, in its sole discretion, may expressly approve in writing, pursuant to such conditions and procedures as the Administrator may establish, including the following conditions: (i) an Award transferred shall not be assignable or transferable other than by will or the laws of descent and distribution; (ii) an Award transferred shall continue to be subject to all the terms and conditions of the Award as applicable to the original Holder (other than the ability to further transfer the Award); and (iii) the Holder and the permitted transferee shall execute any and all documents requested by the Administrator, including, without limitation documents to (A) confirm the status of the transferee as a permitted transferee, (B) satisfy any requirements for an exemption for the transfer under Applicable Laws and (C) evidence the transfer.

(c)    Notwithstanding Section 9.3(a), a Holder may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Holder and to receive any distribution with respect to any Award upon the Holder’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Holder, except to the extent the Plan and Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Holder is married and resides in a community property jurisdiction, a designation of a person other than the Holder’s spouse as his or her beneficiary shall not be effective without the prior written consent of the Holder’s spouse. If no beneficiary has been designated or survives the Holder, payment shall be made to the person entitled thereto pursuant to the Holder’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Holder at any time provided the change or revocation is filed with the Administrator prior to the Holder’s death.

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9.4     Conditions to Issuance of Shares.

(a)    Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Board has determined, with advice of counsel, that the issuance of such Shares is in compliance with all Applicable Laws and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Board may require that a Holder make such reasonable covenants, agreements, and representations as the Board, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

(b)    All Share certificates delivered pursuant to the Plan and all Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with all Applicable Laws. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares.

(c)    The Administrator shall have the right to require any Holder to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d)    Without limiting the provisions of Section 9.4(c), in connection with any first application and/or registration of an underwritten offering to the public of Shares or any securities of the Company at any stock exchange for a primary or any other type of listing, each Holder shall be deemed to consent to (i) a prohibition on direct or indirect sale, transfer or otherwise dealing with any Shares issued to such Holder, as requested by the Company (or its underwriters), during any specified period following the effective date of the registration statement or prospectus of the Company filed under Applicable Laws (including any applicable exchange rules), or following any other date specified in the aforesaid request (“Market Standoff Period”), and (ii) the Company at its discretion imposing any stop-transfer instructions with respect to the Shares subject to the foregoing restrictions until the end of such Market Standoff Period.

(e)    The Administrator may request that any and all necessary consents and/or approvals being obtained and/or any Applicable Laws (including any applicable exchange rules) being complied with prior to any Share issuance. For the avoidance of doubt, a Holder shall be responsible (i) for obtaining any governmental or other official consent and/or approval and registration that may be required, and for complying with any other requirements in respect of which such Holder has the locus standi to deal with, and (ii) for any tax consequences and liability arising with respect to such Holder, under any law or regulation under any applicable jurisdiction in connection with any Award, the grant, exercise, vesting or settlement thereof. The Company shall not be responsible for any failure by a Holder to obtain any such consent and/or approval, nor for any such non-compliance, nor for any tax or other liability to which a Holder may become subject to as a result of such Holder’s participation in the Plan in any way, nor for the invalidity or illegality of any Award itself or the exercise thereof.

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(f)    No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(g)    Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Laws, the Company shall not deliver to any Holder certificates evidencing Shares issued in connection with any Award and instead such Shares shall be recorded in the books of the Company (or, as applicable, the Administrator or the transfer agent of the Company).

9.5    Forfeiture Provisions. All Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Administrator and as in effect from time to time; and (ii) Applicable Law. Further, unless otherwise determined by the Administrator, to the extent that the Holder receives any amount in excess of the amount that the Holder should otherwise have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Holder shall be required to repay any such excess amount to the Company. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Holder to agree by separate written instrument, that: (a) any proceeds, gains or other economic benefit actually or constructively received by the Holder upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (b) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (i) a Termination of Service occurs prior to a specified date, or within a specified time period as determined by the Administrator, following receipt or exercise of the Award, or (ii) the Holder at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Holder incurs a Termination of Service for Cause, or due to the Holder becoming insolvent or commencing a bankruptcy proceeding.

9.6    Applicable Currency. Unless otherwise required by Applicable Laws, or as determined in the discretion of the Administrator, all Awards shall be designated in U.S. dollars. A Holder may be required to provide evidence that any currency used to pay the exercise price of any Award was acquired and taken out of the jurisdiction in which the Holder resides in accordance with Applicable Laws, including foreign exchange control laws and regulations. In the event the exercise price for an Award is paid in another foreign currency, as permitted by the Administrator, the amount payable will be determined by conversion from U.S. dollars at the exchange rate as selected by the Administrator on the date of exercise.

9.7    SAFE Registration Regulation. Any PRC Resident, who is granted an Award under this Plan, shall duly complete the registration and the procedure as required by SAFE, including but not limited to the SAFE 37 Registration as required for PRC Residents to own shares of any overseas non-listed company according to the SAFE Registration Regulation prior to the delivery of the Exercise Notice. For greater clarity, the Service Recipient is not obligated to complete the registration and the procedure as required by SAFE for any Holder who is a PRC Resident.

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ARTICLE 10.

ADMINISTRATION

10.1    Administrator. The Board shall administer the Plan (except otherwise permitted herein or as required by Applicable Laws). Notwithstanding the foregoing, the Board may delegate its authority hereunder pursuant to and to the extent permitted by Section 10.6.

10.2    Duties and Powers of the Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and the Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsistent therewith, to interpret, amend or revoke any such rules and to amend any Award Agreement provided that the rights or obligations of the Holder of the Award that is the subject of any such Award Agreement are not affected adversely by such amendment, unless the consent of the Holder is obtained or such amendment is otherwise permitted hereunder. Any such grant or Award under the Plan need not be the same with respect to each Holder. Any such interpretations and rules with respect to Incentive Options shall be consistent with the provisions of Section 422 of the Code.

10.3    Action by the Board. Unless otherwise established by the Board, a majority of the Board shall constitute a quorum and the acts of a majority of the Directors present at any meeting at which a quorum is present, and acts approved in writing by all Directors in lieu of a meeting, shall be deemed the acts of the Board. Each Director is entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or other employee of a Service Recipient, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

10.4    Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:

(a)    Designate Eligible Individuals to receive Awards; Individual;

(b)    Determine the type or types of Awards to be granted to each Eligible

(c)    Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d)    Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

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(e)    Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f)    Prescribe the form of each Award Agreement, which need not be identical for each Holder;

(g)    Adjust the number of shares subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, pursuant to Article 11; Award;

(h)    Decide all other matters that must be determined in connection with an

(i)    Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(j)    Interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and

(k)    Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

10.5    Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

10.6    Delegation of Authority. To the extent permitted by Applicable Laws, the Board may from time to time delegate to a committee of one or more members of the Board or the chief executive officer of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to Article 10. Any delegation hereunder shall be subject to the restrictions and limits that the Board specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 10.6 shall serve in such capacity at the pleasure of the Board and the Board may at any time exercise any and all rights and duties of the delegate.

ARTICLE 11.

CHANGES IN CAPITAL STRUCTURE

11.1    Adjustments. In the event of any distribution, share split, combination or exchange of Shares, amalgamation, arrangement or consolidation, reorganization of the Company, including the Company becoming a subsidiary in a transaction not involving a Corporate Transaction, spin-off, recapitalization or other distribution (other than normal cash dividends) of Company assets to its shareholders, or any other change affecting the Shares or the share price of a Share, the Administrator shall make such proportionate and equitable adjustments, if any, to reflect such change with respect to (a) the aggregate number and type of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations in Section 3.1 and substitutions of shares in a parent or surviving company); (b) the terms and conditions of any outstanding Awards (including, without limitation, the aggregate number and type of Shares that may be issued thereunder and any applicable performance targets or criteria with respect thereto); and (c) the grant or exercise price per share for any outstanding Awards under the Plan. The form and manner of any such adjustments shall be determined by the Administrator in its sole discretion.

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11.2    Corporate Transactions. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Holder, if a Corporate Transaction occurs and a Holder’s Awards are not converted, assumed, or replaced by a successor as provided in Section 11.3, such Awards shall become fully vested and exercisable and all forfeiture restrictions on such Awards shall lapse. Upon, or in anticipation of, a Corporate Transaction, the Administrator may in its sole discretion provide for (a) any and all Awards outstanding hereunder to terminate at a specific time in the future and shall give each Holder the right to exercise such Awards during a period of time as the Administrator shall determine, (b) either the purchase of any Award for an amount of cash equal to the amount that could have been attained upon the exercise of such Award or realization of the Holder’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the Board determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Holder’s rights, then such Award may be terminated by the Company without payment), or (c) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion or the assumption of or substitution of such Award by the successor or surviving corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of Shares and prices.

11.3    Corporate Transactions - Assumption of Award. In the event of a Corporate Transaction, each Award may be assumed by the successor entity or parent thereof in connection with the Corporate Transaction. Except as provided otherwise in an individual Award Agreement, an Award will be considered assumed if the Award either is (a) assumed by the successor entity or parent thereof or replaced with a comparable Award (as determined by the Administrator) with respect to capital shares (or equivalent) of the successor entity or parent thereof or (b) replaced with a cash incentive program of the successor entity which preserves the compensation element of such Award existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same vesting schedule applicable to such Award.

11.4    Corporation Transactions – Unwinding of Transactions. Notwithstanding anything to the contrary, in the event the Board determines that the relevant Corporate Transaction has been cancelled, terminated or will not otherwise close for any reason, all Awards otherwise exercised in relation thereto shall remain outstanding and unexercised and all Awards shall be subject to the vesting, rights and obligations of the Plan and the Award Agreement prior to such Corporate Transaction, and any Exercise Notice shall automatically lapse and be of no force and effect, and the Company shall promptly refund to the relevant Holder the aggregate amount paid by such Holder in relation to any Award subject to exercise.

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11.5    Outstanding Awards – Other Changes. In the event of any other change in the capitalization of the Company or corporate change other than those specifically referred to in this Article 11, the Board may, in its absolute discretion, make such adjustments in the number and class of shares subject to Awards outstanding on the date on which such change occurs and in the per share grant or exercise price of each Award as the Administrator may consider appropriate to prevent dilution or enlargement of rights; provided, no such adjustment will be made that would violate Section 409(A) of the Code.

11.6    Other Requirements. Prior to any payment or adjustment contemplated under this Article 11, the Administrator may require a Holder to (i) represent and warrant as to the unencumbered title to the Holder’s Awards; (ii) bear such Holder’s pro rata share of any post- closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Shares, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by the Administrator.

11.7    No Other Rights. Except as expressly provided in the Plan, no Holder shall have any rights by reason of any subdivision or consolidation of shares of any class, the payment of any dividend, any increase or decrease in the number of shares of any class or any dissolution, liquidation, merger, or consolidation of the Company or any other corporation. Except as expressly provided in the Plan or pursuant to action of the Administrator under the Plan, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares subject to an Award or the grant or exercise price of any Award.

ARTICLE 12.

MISCELLANEOUS PROVISIONS

12.1    Effective Date. The Plan has been adopted and approved by the Board. The Plan has become effective as of the date it is approved by the Board (the “Effective Date”).

12.2    Expiration Date. The Plan will expire on, and no Award may be granted pursuant to the Plan after, the tenth anniversary of the Effective Date. Any Awards that are outstanding on the tenth (10th) anniversary of the Effective Date shall remain in force according to the terms of the Plan and the applicable Award Agreement.

12.3    Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 12.3, at any time and from time to time, the Administrator may terminate, amend or modify the Plan; provided, that (a) to the extent necessary and desirable to comply with Applicable Laws the Company shall obtain Board approval of any Plan amendment in such a manner and to such a degree as required, and (b) if required by the relevant listing stock exchange and no exemption is claimed, Board approval is required for any amendment to the Plan that (i) increases the number of Shares available under the Plan (other than any adjustment as provided by Article 11), (ii) permits the Administrator to extend the term of the Plan or the exercise period for an Option or Share Appreciation Right beyond ten (10) years from the date of grant, or (iii) results in a material increase in benefits or a change in eligibility requirements. Except as provided in the Plan or any Award Agreement, no amendment, suspension or termination of the Plan shall, without the consent of the Holder, impair any rights or obligations under any Award theretofore granted or awarded.

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12.4    Order of Precedence. In the event of any conflict among the terms of this Plan, the Award Agreement or the Memorandum and Articles of Association of the Company, the order of precedence is set forth as follows:

(a)     the Articles of Association of the Company;

(b)     this Plan;

(c)     Award Agreement.

12.5    No Shareholders Rights. Except as otherwise provided herein, a Holder shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Holder becomes the record owner of such Shares.

12.6    Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Holder may be permitted through the use of such an automated system. Section 8 and section 19(3) of the Electronic Transactions Law (as amended) shall not apply to this Plan.

12.7    Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for a Service Recipient. Nothing in the Plan shall be construed to limit the right of a Service Recipient: (a) to establish any other forms of incentives or compensation for Eligible Individuals, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company, firm or association. Notwithstanding the above, this Plan shall supersede all the existing employee incentive plans in their entirety, including but not limited to the Amended and Restated 2018 Share Incentive Plan adopted by the Board on April 15, 2020, which shall be further amended and restated upon the Effective Date of this Plan.

12.8    Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Laws (including but not limited to securities law and margin requirements), and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by Applicable Laws, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such Applicable Laws.

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12.9    Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act or the Securities Act shall include any amendment or successor thereto.

12.10    Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the Cayman Islands without regard to conflicts of laws thereof.

12.11    U.S. Securities Law. The Plan is intended to be a “compensatory benefit plan” within the meaning of such term under Rule 701 of the Securities Act and, unless and until the equity securities of the Company are publicly traded, the issuance of Awards pursuant to the Plan, as well as the issuance of Shares upon the exercise of an Award, are intended to qualify for an exemption from the registration requirements under the Securities Act pursuant to Rule 701 and under analogous provisions of applicable state securities laws. In the event that any provision of the Plan would cause any Award issued pursuant to the Plan to not qualify for such exemption, the Plan shall be deemed to be automatically amended to the extent necessary to cause all such Awards to qualify for such exemption, unless such Awards are qualified to rely on any other exemptions from the registration requirements under the Securities Act.

12.12    No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Holders or any other persons uniformly.

12.13    No Right to Employment or Services. Nothing in the Plan or any Award Agreement shall interfere with or limit in any way the right of the Service Recipient to terminate any Holder’s employment or services at any time, nor confer upon any Holder any right to continue in the employ or service of any Service Recipient.

12.14    Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Holder pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give the Holder any rights that are greater than those of a general creditor of the Company, any Subsidiary or any Related Entity.

12.15    Indemnification. To the extent allowable pursuant to Applicable Laws, each Director shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such Director in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Memorandum and Articles of Association, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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12.16    Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of any Service Recipient except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

12.17    Expenses. The expenses of administering the Plan shall be borne by the Service Recipient.

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EX-10.21

Exhibit 10.21

FULL TRUCK ALLIANCE CO. LTD.

2021 EQUITY INCENTIVE PLAN

As adopted on April 14, 2021

1. Purposes of the Plan.

The purposes of this Full Truck Alliance Co. Ltd. 2021 Equity Incentive Plan (the “Plan”) is to enable Full Truck Alliance Co. Ltd., an exempted company incorporated in the Cayman Islands (the “Company”) to attract and retain the services of employees, directors and consultants considered essential to the success of the Company and the Group Members (as defined below) (collectively, the “Group”) by providing additional incentives to promote the success of the Group as a whole. Options granted under the Plan may be “Incentive Stock Options” or “Nonstatutory Stock Options,” as determined by the Administrator (as defined below) at the time of grant. Restricted Shares, Restricted Share Units, Dividend Equivalents, Share Appreciation Rights and Share Payments (each as defined below) may also be granted under the Plan.

2. Definitions and Interpretation.

(a) Definitions. In this Plan, unless the context otherwise requires, the terms used below, when capitalized herein, shall have the following meanings:

“Administrator” means the Committee or in the absence of such Committee, the Board; provided, that, as applied to determinations related to Awards granted to the Chief Executive Officer of the Company, the Board, or a committee thereof, shall be the Administrator.

“Applicable Law” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or automated quotation system, of any jurisdiction applicable to Awards granted to residents therein.

“Award” means an Option, Restricted Share, Restricted Share Unit, Dividend Equivalent, Share Appreciation Right or Share Payment award granted to a Participant pursuant to the Plan.

“Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award, including through electronic medium.

“Board” means the Board of Directors of the Company.

“Business” means any Person that carries on activities for profit, and shall be deemed to include any affiliate of such Person.

“Cause” means, with respect to a Participant, unless in the case of a particular Award, the particular Award Agreement states otherwise, (a) the applicable Group Member having “cause,” “just cause” or term of similar meaning or import, to terminate a Participant’s employment or service, as defined in any employment, severance, consulting or services agreement between the Participant and such Group Member in effect at the time of such termination or (b) in the absence of any such employment, severance, consulting or services agreement (or the absence of any definition of “cause,” “just cause” or term of similar meaning or import contained therein), the following events or conditions, as determined by the Administrator in its sole discretion:

(i) any commission of an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts, or commission of a criminal offense;

(ii) any material breach of any agreement or understanding between the Participant and any Group Member, including, without limitation, any applicable intellectual property and/or invention assignment, employment, non-competition, confidentiality or other similar agreement or the Group Member’s code of conduct or other workplace rules;

(iii) any material misrepresentation or omission of any material fact in connection with the Participant’s employment with any Group Member or service as a Service Provider;

(iv) any material failure to perform the customary duties as an Employee, Consultant or Director, to obey the reasonable directions of a supervisor or to abide by the policies or codes of conduct of any Group Member that are applicable to such Participant or to satisfy the requirements or working standards of the applicable Group Member during any applicable probationary employment period;

(v) any unauthorized removal from any premises of a Group Member or any client of, or service provider for, a Group Member of any document (in any medium or form) relating to such Group Member or the customers of such Group Member; or

(vi) any conduct or omission that is materially adverse to the name, reputation or interests of a Group Member or the Group as a whole, or causes material damages or losses (as determined by the Administrator) to a Group Member or the Group as a whole, each as determined in the sole discretion of the Administrator.

“Change in Control” means any of the following transactions:

(i) an amalgamation, arrangement, merger, consolidation or scheme of arrangement in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or following which the holders of the Company’s voting securities immediately prior to such transaction own more than 50% of the voting securities of the surviving entity;

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (other than to a Subsidiary);

(iii) the completion of a voluntary or insolvent liquidation or dissolution of the Company;

(iv) any takeover, reverse takeover, scheme of arrangement, or series of related transactions culminating in a reverse takeover or scheme of arrangement (including, but not limited to, a tender offer followed by a takeover or reverse takeover) in which the Company survives but (A) the securities of the Company outstanding immediately prior to such transaction are converted or exchanged by virtue of the transaction into other property, whether in the form of securities, cash or otherwise, or (B) the securities possessing more than 50% of the total combined voting power of the Company’s then issued and outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such transaction culminating in such takeover, reverse takeover or scheme of arrangement, or (C) the Company issues new voting securities in connection with any such transaction, in each case, such that holders of the Company’s voting securities immediately prior to the transaction no longer hold more than 50% of the voting securities of the Company after the transaction; or

(v) the acquisition in a single or series of related transactions by any person or related group of persons (other than Employees of one or more Group Members or entities established for the benefit of the Employees of one or more Group Members) of (A) control of the Board or the ability to appoint a majority of the members of the Board, or (B) beneficial ownership (within the meaning of Rule 13d-3 under the U.S. Securities Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s then issued and outstanding securities.

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“Code” means the United States Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

“Committee” means the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board to which the Board has delegated power to act pursuant to the provisions of the Plan; provided, that in the absence of any such committee, the term “Committee” shall mean the Board.

“Company” has the meaning set forth in Section 1.

“Competitor” means any Business that is engaged in or is about to become engaged in any activity of any nature that competes with a product, process, technique, procedure, device or service of any Group Member. The Administrator may determine in its sole discretion a list of Competitors applicable to the relevant provisions of the Award Agreements from time to time.

“Consultant” means any Person who is engaged by a Group Member to render consulting or advisory services to a Group Member.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person whether through the ownership of the voting securities of such Person or by contract or otherwise.

“Director” means a member of the board of directors or similar governing body of a Group Member.

“Disability” means, unless in the case of a particular Award, the particular Award Agreement states otherwise, as to any Participant, (a) “Disability,” as defined in any employment, consulting or services agreement between the Participant and the applicable Group Member in effect at the time of such termination; or (b) in the absence of any such employment, consulting or services agreement (or in the absence of any definition of “Disability” contained therein), a disability, whether temporary or permanent, partial or total, as determined by the Administrator in its sole discretion; provided, that for purposes of Incentive Stock Options, “Disability” means a “permanent and total disability” as defined in Section 22(e)(3) of the Code.

“Dividend Equivalent” means a right to receive (in cash or other property or, subject to Section 14, a reduction in exercise price or base price of the relevant outstanding Award) dividends paid on Shares underlying an Award (or an amount equal to the dividends that would have been paid on such Shares as if such Shares had been issued and outstanding during the relevant period) as provided under Section 14.

“Employee” means any person who has an employment relationship with any Group Member. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the relevant Group Member under Applicable Law, or (ii) subject to the last sentence of the definition of “Service Provider” below, transfers between locations of Group Members.

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“Fair Market Value” means, as of any date, the fair market value of a Share determined as follows:

(i) If the Shares are listed on one or more established stock exchanges or traded on automated quotation system, the Fair Market Value shall be the closing sales price for a Share (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Shares are listed or traded on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any Applicable Law, or, if the date of determination is not a Trading Date, the closing sales price as quoted on the principal exchange or system on which the Shares are listed or traded on the Trading Date immediately preceding the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any Applicable Law;

(ii) If depositary receipts representing the Shares are listed on one or more established stock exchanges or traded on an automated quotation system, the Fair Market Value shall be the closing sales price for such depositary receipts (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable, divided by the number of Shares that are represented by such depositary receipts, or, if the date of determination is not a Trading Date, the closing sales price for such depositary receipts as quoted on the principal exchange or system on which such depositary receipts are listed or traded on the Trading Date immediately preceding the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any Applicable Law, divided by the number of Shares that are represented by such depositary receipts;

(iii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high bid and low asked prices for the Shares on the date of determination; or

(iv) In the absence of an established market for the Shares, the Fair Market Value of a Share shall be determined in good faith by the Board.

“Family Member” means, with respect to a Participant, (i) the Participant’s Immediate Family Member; (ii) a trust solely for the benefit of the Participant and/or one or more of the Participant’s Immediate Family Members; or (iii) a partnership or limited liability company whose only partners or shareholders are the Participant and/or one or more of the Participant’s Immediate Family Members.

“Group” has the meaning set forth in Section 1.

“Group Member” means the Company, any Subsidiary or any Related Entity.

“Immediate Family Member” means, with respect to any Participant, the Participant’s child, stepchild, parent, stepparent or spouse.

“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

“Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option.

“Option” means an option to purchase Shares granted pursuant to the Plan.

“Participant” means the holder of an outstanding Award granted under the Plan.

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“Person” means any natural person, firm, company, corporation, body corporate, partnership, association, government, state or agency of a state, local, municipal or provincial authority or government body, joint venture, trust, individual proprietorship, business trust or other enterprise, entity or organization (whether or not having separate legal personality).

“Plan” has the meaning set forth in Section 1.

“Related Entity” means any Person in or of which the Company or a Subsidiary holds a substantial economic interest, or possesses the power to direct or cause the direction of the management policies, directly or indirectly, through the ownership of voting securities, by contract, or other arrangements as trustee, executor or otherwise, but which, for purposes of the Plan, is not a Subsidiary and which the Administrator designates as a Related Entity. For purposes of the Plan, any Person in or of which the Company or a Subsidiary owns, directly or indirectly, securities or interests representing twenty percent (20%) or more of its total combined voting power of all classes of securities or interests shall be deemed a “Related Entity” unless the Administrator determines otherwise.

“Restricted Share” means a Share subject to restrictions and repurchase rights granted pursuant to the Plan.

“Restricted Share Unit” means the right to receive a Share at a future date granted pursuant to the Plan.

“Service Provider” means any Person who is an Employee, a Consultant or a Director; provided, that Awards shall not be granted to any Consultant or Director in any jurisdiction in which, pursuant to Applicable Law, grants to non-employees are not permitted. Except as otherwise expressly provided herein or in any Award Agreement, if any Person is a Service Provider by reason of being an Employee, Director or Consultant to a Group Member, and such Person’s service is transferred to another Group Member, then the Administrator, in its sole discretion, may determine that such Person’s service as a Service Provider has terminated as a result of such transfer for any or all purposes of any Award, Award Agreement and the Plan.

“Share” means a Class A ordinary share of the Company, par value US$0.00001 per share, as adjusted in accordance with Section 14 below.

“Share Appreciation Right” means a right to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the Share Appreciation Right is exercised over the base price set forth in the applicable Award Agreement, granted pursuant to the Plan.

“Share Payment” means a payment in the form of Shares, as part of any bonus, deferred compensation or other cash compensation arrangement, made in lieu of all or any portion of such bonus, deferred compensation or other cash compensation arrangement, granted pursuant to the Plan.

“Subsidiary” means any Person Controlled by the Company; provided, that for purposes of Incentive Stock Options, a Subsidiary shall mean only any Person of which a majority of the outstanding voting securities or voting power is beneficially owned directly or indirectly by the Company. For purposes of the Plan, any “variable interest entity” that is consolidated into the consolidated financial statements of the Company under applicable accounting principles or standards as may apply to the consolidated financial statements of the Company shall be deemed a Subsidiary, but, as applied to Incentive Stock Options, solely if such “variable interest entity” is also a corporation of which a majority of the outstanding voting securities or voting power is beneficially owned directly or indirectly by the Company.

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“Tax” means any income, employment, social welfare or other tax withholding obligations (including a Participant’s tax obligations) or any levies, stamp duties, charges or taxes required or permitted to be withheld or otherwise payable under Applicable Law with respect to any taxable event concerning a Participant arising as a result of this Plan.

“Terminated for Cause” or “Termination for Cause” means, in the case of a Participant, (i) the termination of the Participant’s status as a Service Provider for Cause or (ii) the Participant’s termination without Cause or voluntary resignation as a Service Provider if the Administrator determines at any time that, before or after the Participant’s termination without Cause or resignation, a Group Member had Cause to terminate such Participant’s status as a Service Provider.

“Trading Date” means any day on which the Shares or depositary receipts representing the Shares are (i) publicly traded on one or more established stock exchanges or automated quotation systems under an effective registration statement or similar document under Applicable Law or (ii) quoted by a recognized securities dealer.

“U.S. Person” means each Person who is a “United States Person” within the meaning of Section 7701(a)(30) of the Code (i.e., a citizen or resident of the United States, including a lawful permanent resident, even if such individual resides outside of the United States).

“U.S. Securities Act” means the United States Securities Act of 1933 and the regulations thereunder, as amended from time to time. Reference in the Plan to any section of (or rule promulgated under) the U.S. Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

“U.S. Securities Exchange Act” means the United States Securities Exchange Act of 1934 and the regulations thereunder, as amended from time to time. Reference in the Plan to any section of (or rule promulgated under) the U.S. Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(b) Interpretation. Unless expressly provided otherwise, or the context otherwise requires:

(i) the headings in this Plan are for convenience only and shall not affect its interpretation;

(ii) the terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(iii) references to “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation” or “but not limited to”;

(iv) references to “dollars” or “US$” shall be deemed references to the lawful money of the United States of America;

(v) references to sections, sub-sections, clauses, sub-clauses, paragraphs, sub-paragraphs and schedules are to sections, sub-sections, clauses, sub-clauses, paragraphs and sub-paragraphs of, and schedules to, this Plan;

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(vi) use of any gender includes the other genders;

(vii) a reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted;

(viii) a reference to any other document referred to in this Plan is a reference to that other document as amended, varied, novated or supplemented at any time; and

(ix) sections 8 and 19(3) of the Electronic Transactions Law (2003 Revision) of the Cayman Islands shall not apply.

3. Shares Subject to the Plan.

(a) Subject to the provisions of Sections 14 and paragraph (b) of this Section 3, the maximum aggregate number of Shares which may be subject to Awards under the Plan is 466,685,092 Shares (the “Plan Share Reserve”), provided, that after the Company completes its initial public offering, if the aggregate number of Shares reserved and available for future grants of Awards under the Plan falls below 3.0% of the total Shares of the Company outstanding on the last day of the immediately preceding calendar year (the “Limit”), the Plan Share Reserve shall automatically be increased so that the aggregate number of Shares reserved and available for future grants of Awards under the Plan shall be equal to the Limit on January 1 thereafter, assuming, for purposes of determining the number of Shares outstanding on such date, that all preferred shares, options, warrants, convertible notes and other equity securities that are convertible into or exercisable or exchangeable for Shares (whether or not by their terms then currently convertible, exercisable or exchangeable) that were outstanding on such date, are deemed to have been so converted, exercised or exchanged. Subject to Section 14 and paragraph (c) of this Section 3, the maximum number of Incentive Stock Options that may be granted is 466,685,092.

(b) The Shares that may be subject to Awards may be authorized but unissued Shares of the Company or Shares held by the Company as treasury shares.

(c) If an Award (or any portion thereof) terminates, expires or lapses or is cancelled for any reason, any Shares subject to the Award (or such portion thereof) shall again be available for the grant of an Award pursuant to the Plan (unless the Plan has terminated). If any Award (in whole or in part) is settled in cash or other property in lieu of Shares, then the number of Shares subject to such Award (or such portion of an Award) shall again be available for grant pursuant to the Plan. Shares that have actually been issued under the Plan, pursuant to Awards under the Plan shall not be returned to the Plan and shall not cause the number of Shares available to be subject to Awards under the Plan to be increased, except that if:

(i) any Restricted Shares are forfeited or the Company repurchases Restricted Shares pursuant to the terms of the Award Agreement, or

(ii) the Company repurchases any Shares issued pursuant to any Award (or a portion thereof) in the event of a Participant’s joining a Competitor, Termination for Cause, or any of the other circumstances as set forth in Section 18(a),

then such Restricted Shares or Shares shall form part of the authorized but unissued share capital of the Company and may become available for future grant under the Plan (to the extent permitted under Applicable Law).

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(d) Shares withheld or not issued by the Company upon the grant, exercise or vesting of any Award under the Plan, in payment of the exercise or purchase price thereof or Tax obligation or withholding thereon, may again be optioned, granted or awarded hereunder, subject to the limitations of Section 3(a).

4. Administration of the Plan.

(a) Administrator. The Plan shall be administered by the Administrator (except as otherwise permitted herein).

(b) Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. Subject to the provisions of the Plan, the Administrator shall have the power and authority, in its discretion:

(i) to select the Service Providers to whom Awards may from time to time be granted hereunder;

(ii) to determine the type or types of Awards to be granted to each Service Provider;

(iii) to determine the exercise price of an Option or the base price of a Share Appreciation Right or the purchase price for any Shares;

(iv) to determine the number of Shares to be covered by each such Award granted hereunder;

(v) to prescribe the forms of Award Agreement for use under the Plan, which need not be identical for each Participant and to amend any Award Agreement; provided, that: (1) the rights or obligations of the Participant holding the Award that is the subject of any such Award Agreement are not affected adversely by such amendment; (2) the consent of the affected Participant is obtained; or (3) such amendment is otherwise permitted under the Plan. Any such amendment of an Award under the Plan need not be the same with respect to each Participant;

(vi) to determine the terms and conditions of any Award granted hereunder (such terms and conditions to include, but not be limited to, the exercise or purchase price thereof, the time or times when Awards may be vested, issued or exercised as the case may be (which may be based on performance criteria), the times at which Shares are deliverable under a Restricted Share Unit, whether any Award may be paid in cash or Shares and any rules for tolling the vesting of Awards upon an authorized leave of absence, based in each case on such factors as the Administrator, in its sole discretion, shall determine);

(vii) to determine any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Awards or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(viii) to determine all matters and questions relating to whether a Participant’s status as a Service Provider has been terminated, including without limitation if such termination was for Cause or for Disability and whether any transfer of service among Group Members constitutes a termination, and, if so, to determine the effective date of any such termination (which it may determine to be the date of notice of resignation or the date of an act or omission by such Participant constituting Cause) and all questions of whether particular leaves of absence constitute a termination of the Service Provider;

(ix) to determine whether a Business is a Competitor;

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(x) to prescribe, amend and rescind rules and regulations relating to the Plan and the administration of the Plan and all Award Agreements, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred Tax treatment under the tax laws of any jurisdiction;

(xi) to allow the Participants to satisfy Tax obligations by having the Company withhold from Awards (or a portion thereof), that number of Shares having a Fair Market Value equal to the Tax amount as set forth in Section 15(j) below;

(xii) to take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with Applicable Law or any necessary local governmental regulatory exemptions or approvals or listing requirements of any securities exchange or automated quotation system;

(xiii) to construe, interpret, reconcile any inconsistency in, correct any defect in and/or supply any omission in, the terms of the Plan, any Award Agreement and any Award granted pursuant to the Plan; and

(xiv) to make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

(c) Action by the Administrator. The Administrator may act at a meeting or in writing signed by all members of the Administrator in lieu of a meeting. The Administrator is entitled to, in good faith, rely or act upon any report or other information furnished by any officer or other employee of any Group Member, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company or the Administrator to assist in the administration of the Plan.

(d) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations of the Plan, any Awards granted pursuant to the Plan and any Award Agreement shall be final, binding and conclusive for all purposes and upon all Participants.

(e) Delegation of Authority. To the extent permitted by Applicable Law, the Administrator may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Section 4. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegate.

5. Eligibility.

(a) Subject to the terms of the Plan, all forms of Awards may be granted to any Service Provider. Incentive Stock Options, however, may be granted only to Employees of the Company or a Subsidiary. Except for grants of Incentive Stock Options, for purposes of this Section 5(a), “Service Providers” shall include prospective Service Providers to whom Awards are granted in connection with written offers of a service relationship with a Group Member.

(b) An Option that is intended to be an Incentive Stock Option shall be so designated in the Award Agreement.

(c) Neither the Plan nor any Award shall confer upon any Participant any right with respect to continuing the Participant’s relationship as a Service Provider with any Group Member, nor shall it interfere in any way with the Participant’s right or any Group Member’s right to terminate such relationship at any time, with or without Cause.

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(d) Unless the Administrator provides otherwise, vesting of Awards shall be tolled during any unpaid leave of absence in accordance with such rules as the Administrator shall determine (and, in the case of Restricted Share Units granted to U.S. Persons, in no event later than the last day of the calendar year in which such Restricted Share Unit was otherwise scheduled to vest).

6. Terms of Awards.

(a) Term. The term of each Award shall be stated in the Award Agreement; provided, that the term shall be no more than ten (10) years from the date of grant thereof. Subject to the foregoing, except as limited by the requirements of Section 409A of the Code, the Administrator may extend the term of any outstanding Award, and may extend the time period during which vested Awards may be exercised, in connection with any termination of a Participant’s status as a Service Provider, and may amend any other term or condition of an Award relating to such extension.

(b) Timing of Granting of Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award or such other future date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.

(c) Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan (or any other award granted pursuant to another compensation plan). Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards (or any other award granted pursuant to another compensation plan).

(d) Award Agreement. All Awards shall be evidenced by an Award Agreement setting forth the number of Shares subject to the Award and the terms and conditions of the Award, which shall not be inconsistent with the Plan; provided, that if necessary to comply with or be exempt from Section 409A of the Code, for each U.S. Person the Shares subject to the Award shall be “service recipient stock” within the meaning of Section 409A of the Code or the Award shall otherwise comply with Section 409A of the Code.

(e) Vesting. The period during which an Award vests, in whole or in part, shall be set by the Administrator, and the Administrator may determine that an Award may not vest, in whole or in part, for a specified period after it is granted. Such vesting may be based on service with a Group Member and/or any other criteria selected by the Administrator. At any time after grant of an Award, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Award vests. No portion of an Award that is unvested or unexercisable at the termination of a Participant’s status as a Service Provider shall thereafter become vested or exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Award.

(f) Issuance of Shares. Shares issued upon grant, exercise or vesting of an Award (or any portion thereof) shall be issued in the name of the Participant or, if requested by the Participant and approved by the Administrator in its sole discretion, in the name of the Participant and the Participant’s spouse or in the name of one or more of the Participant’s Family Members.

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(g) Termination of Relationship as a Service Provider. If a Participant’s status as a Service Provider terminates, such Participant may exercise any unexercised Award (to the extent exercisable) within such period of time, if any, as is specified in the Award Agreement to the extent that the Award is vested and exercisable on the date of termination (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, and except as provided in Sections 6(h), 6(i) and 6(j), all Awards that are vested and exercisable on the date of termination shall cease to be exercisable on the thirtieth (30^th) day following the Participant’s termination (and in no event shall any Award be exercisable later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to the Participant’s entire Award, the unvested portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion of the Award shall revert to the Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise the Participant’s Award within the time specified by the Administrator, the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available for grant or award under the Plan.

(h) Disability of Participant. If a Participant’s status as a Service Provider terminates as a result of the Participant’s Disability, the Participant may exercise any unexercised Award (to the extent exercisable) within such period of time as is specified in the Award Agreement to the extent the Award is vested and exercisable on the date of termination (but in no event later than the expiration of the term of such Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Award shall remain exercisable for twelve (12) months following the Participant’s termination (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to a portion of the Participant’s entire Award, the unvested portion shall be automatically cancelled, and the Shares covered by such unvested portion shall revert to the Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise the vested portion of the Participant’s Award within the time specified herein, the Award shall terminate, and the Shares covered by such vested portion shall revert to the Plan and again be available for grant or award under the Plan.

(i) Death of Participant. If a Participant dies while a Service Provider, any unexercised Award (to the extent exercisable) may be exercised within such period of time as is specified in the Award Agreement to the extent that the Award is vested and exercisable on the date of death of the Participant (but in no event later than the expiration of the term of such Award as set forth in the Award Agreement) by the Participant’s estate or by a person who acquires the right to exercise the Award by bequest or inheritance (subject to receipt by the Administrator of such documents evidencing the right of such person to act in such capacity as may be determined by the Administrator in its sole and absolute discretion). In the absence of a specified time in the Award Agreement, the Award shall remain exercisable for twelve (12) months following the Participant’s death (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, at the time of death, the Participant is vested as to only a portion of the entire Award, the unvested portion of such Award shall be automatically cancelled, and the Shares covered by the unvested portion shall immediately revert to the Plan and again be available for grant or award under the Plan. If the vested portion of the Award is not exercised within the time specified herein, the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available for grant or award under the Plan.

(j) Termination for Cause. Subject to Applicable Law, if a Participant is Terminated for Cause, all unexercised Options or Share Appreciation Rights, whether vested or unvested, and all other unvested Awards, shall be cancelled as of the date of such termination (in each case, unless the Administrator determines otherwise in its sole discretion), and all Shares acquired pursuant to an Award by such Participant shall be subject to a right of repurchase by the Company in accordance with Section 18(b). Any Shares covered by cancelled Awards, and any Shares repurchased, shall revert to the Plan and again be available for grant or award under the Plan.

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7. Options.

(a) After the Administrator determines that it will offer Options under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Options.

(b) Exercise Price. The exercise price per Share subject to an Option shall be determined by the Administrator and set forth in the Award Agreement which, unless otherwise determined by the Administrator, may be a fixed or variable price determined by reference to the Fair Market Value of the Shares over which such Award is granted; provided, that (i) except as provided in clause (ii), no Option may be granted to a U.S. Person with an exercise price per Share which is less than the Fair Market Value of a Share on the date of grant (or, if such adjustment is not made pursuant to Section 14, the date of adjustment pursuant to the following sentence), without compliance with Section 409A of the Code, (ii) an Nonstatutory Stock Option may be granted with an exercise price lower than that set forth herein if such Option is granted pursuant to an assumption or substitution for an option granted by another company, whether in connection with an acquisition of such other company or otherwise, (iii) in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of any member of the Company Group, the exercise price per share shall be no less than 110% of the Fair Market Value per shares on the date of grant; and (iv) the exercise price per Share shall not in any circumstances be less than the par value of the Share. The exercise price of an Option may be amended or adjusted in the absolute discretion of the Administrator, provided, that such adjustment does not result in a materially adverse impact to the Participant; provided, further, that the exercise price per Share may not in any circumstances be reduced to less than the par value of the Share. For the avoidance of doubt, to the extent not prohibited by Applicable Law, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Board or the Company’s shareholders or the approval of the affected Participants.

(c) Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of:

(i) cash;

(ii) check or wire transfer;

(iii) subject to the consent of the Administrator, which may be withheld in its sole discretion, promissory note;

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(iv) subject to the consent of the Administrator, which may be withheld in its sole discretion, by the Company withholding or repurchasing Shares (including, without limitation, by withholding Shares that would otherwise be issuable upon exercise of such Options) that have a Fair Market Value on the date withheld or repurchased equal to the aggregate exercise price of the Shares as to which such Option shall be exercised; provided that: (A) where payment is effected by the Company withholding Shares, the withholding of such Shares shall provide (and shall be deemed to provide) a benefit to the Company that is not less than the par value of the Shares to be issued upon the exercise of the Option, to the intent and effect that such issued Shares shall be credited as fully paid; and (B) where payment is effected by the Company repurchasing Shares, the repurchase price for such repurchased Shares shall be equal to their Fair Market Value, which shall be paid out of the exercise price of the Shares to be issued upon the exercise of the Option, and such amounts shall be set off against each other to the intent and effect that no further amounts shall be paid or payable between the Participant and the Company in respect of either the repurchase price or the exercise price of such Shares; provided, further, that: (C) the withholding or repurchase by the Company of such Shares shall comply with Applicable Law; (D) such Shares have been held by the Participant for such period as established from time to time by the Administrator in order to avoid adverse accounting treatment applying generally accepted accounting principles; and (E) any other reasonable requirements as may be imposed by the Administrator (including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such Shares to the Company) have been satisfied;

(v) consideration received by the Company under a broker-assisted or similar cashless exercise program implemented by the Company in connection with the Plan pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the exercise price; provided, that, where relevant, arrangements have been made for the payment in full of the par value of any Shares as required under Applicable Law in connection with such program;

(vi) such other consideration as may be approved by the Administrator from time to time to the extent permitted by Applicable Law; or

(vii) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(d) Procedure for Exercise. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option and payment of the exercise price and Taxes that are required to be withheld or paid by the relevant Group Member. Full payment may consist of any consideration and method of payment permitted under Section 7(c) above.

(e) Rights as a Shareholder. Until the Shares are evidenced as issued by entry in the Company’s register of members, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall cause such Shares to be evidenced as issued by entry in the Company’s register of members promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14.

(f) Substitution of Share Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable.

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8. Restricted Shares.

(a) After the Administrator determines that it will offer Restricted Shares under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Restricted Shares.

(b) Restrictions. All Restricted Shares shall, in the terms of each individual Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Restricted Shares may not be sold or encumbered until all such restrictions are terminated or expire, and all vesting requirements are satisfied or waived, in accordance with the terms of the relevant Award Agreement. All share certificates relating to Restricted Shares shall be held by the Company in escrow for the Participant until all restrictions on such Restricted Shares have been removed.

(c) Repurchase or Forfeiture of Restricted Shares. If the price for the Restricted Shares was paid by the Participant in services, then, upon termination as a Service Provider, the Participant shall no longer have any right in the unvested Restricted Shares, and such Restricted Shares shall be forfeited (and for these purposes the Participant shall be deemed to have surrendered such Restricted Shares for no consideration) and thereupon either cancelled or transferred to the Company without consideration. If a purchase price was paid by the Participant for the Restricted Shares (other than in services), then, upon the Participant’s termination as a Service Provider, the Company shall have the right to repurchase from the Participant the unvested Restricted Shares then subject to restrictions at a cash price per Share equal to the price paid by the Participant for such Restricted Shares or such other amount as may be specified in the Award Agreement.

(d) Rights as a Shareholder. Once the Restricted Shares are issued, subject only to the restrictions on such Restricted Shares as provided in the Award Agreement, the Participant shall have rights as a shareholder that are equivalent to the rights of other holders of Shares, and shall be a shareholder when the Participant is recorded as the holder of such Restricted Shares upon entry in the Company’s register of members. No adjustment shall be made for a dividend or other right in respect of any Restricted Share for which the record date is prior to the date the Participant is entered on the Company’s register of members in respect of such Restricted Shares, except as provided in Section 14 of the Plan.

9. Restricted Share Units.

(a) After the Administrator determines that it will offer Restricted Share Units under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Restricted Share Units, including, if applicable, the purchase price payable in connection with the delivery of a Share in settlement of a vested Restricted Share Unit (which purchase price, if applicable, shall not be less than the par value of the Share).

(b) Rights as a Shareholder. Until a Share is delivered in settlement of a Restricted Share Unit, the Participant shall not have any rights as a shareholder with respect to any Share subject to the Award of Restricted Share Units.

10. Share Appreciation Rights.

(a) After the Administrator determines that it will offer Share Appreciation Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to such Share Appreciation Rights.

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(b) Base Price. The price per Share over which the appreciation of each Share Appreciation Right is to be measured shall be the base price as determined by the Administrator and set forth in the Award Agreement, which, unless otherwise determined by the Administrator, may be a fixed or variable price determined by reference to the Fair Market Value of the Shares with respect to which such Share Appreciation Right is granted; provided, that no Share Appreciation Right may be granted to a U.S. Person with a base price per Share that is less than the Fair Market Value of such Share on the date the Share Appreciation Right is granted (or adjusted pursuant to the following sentence) without such Share Appreciation Right complying with Section 409A of the Code; provided, further, that Share Appreciation Rights may be granted with a base price per Share lower than that set forth herein if such Share Appreciation Right is granted pursuant to an assumption or substitution for a share appreciation right granted by another company, whether in connection with an acquisition of such other company or otherwise; and provided, further that the base price per Share shall not in any circumstances be less than the par value of the Share. The base price per Share so established for a Share Appreciation Right may be increased or decreased in the absolute discretion of the Administrator, provided, that such adjustment does not result in a materially adverse impact to the Participant; provided, further, that, the base price per Share shall not in any circumstances be less than the par value of the Share. For the avoidance of doubt, to the extent not prohibited by Applicable Law, a downward adjustment in the base price mentioned in the preceding sentence shall be effective without the approval of the Board or the Company’s shareholders or the approval of the affected Participants.

(c) Payment. Payment by the Company for a Share Appreciation Right shall be in cash, in Shares (based on their Fair Market Value as of the date the Share Appreciation Right is exercised) or a combination of both, as determined by the Administrator in the Award Agreement or, if the Award Agreement does not specifically so provide, by the Administrator at the time of exercise. To the extent any payment is effected in Shares, only that number of Shares actually issued in payment of the Share Appreciation Right shall be counted against the maximum number of Shares which may be issued under Section 3.

(d) Procedure for Exercise. Any Share Appreciation Right granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A Share Appreciation Right shall be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Share Appreciation Right and payment of Taxes which are required to be withheld or paid by the relevant Group Member. If Shares are issued upon exercise of a Share Appreciation Right, then such Shares shall be issued in the name of the Participant or, if requested by the Participant and if approved by the Administrator in its sole discretion, in the name of the Participant and the Participant’s spouse and/or in the name of one or more of the Participant’s Family Members.

(e) Rights as a Shareholder. If and to the extent that the Administrator determines that any Share Appreciation Right shall be paid in Shares, then until such Shares are issued (by entry in the Company’s register of members), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Share Appreciation Right. The Company shall issue (or cause to be issued) such Shares promptly after the Share Appreciation Right is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14.

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11. Dividend Equivalents.

The Administrator is authorized to grant Dividend Equivalents with respect to any Award and any Service Provider. Dividend Equivalents with respect to an Award may be granted by the Administrator based on dividends declared on the Shares underlying such Award (and, in the case of any such Shares which have not been issued, the Dividend Equivalent may entitle the holder of such Award to receive an amount equal to the dividends that would have been paid on such Shares as if such Shares had been issued and outstanding during the relevant period), to be credited as of dividend payment dates during the period between the date the Dividend Equivalent is granted to a Participant and the date the Award with respect to which the Dividend Equivalent vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be settled in cash, other property or a reduction in exercise price or base price of the relevant Award by such formula and at such time and subject to such limitations as may be determined by the Administrator and set forth in the Award Agreement. Dividend Equivalents shall not be granted on Options or Share Appreciation Rights granted to U.S. Persons.

12. Share Payments.

The Administrator is authorized to grant Share Payments to any Service Provider in the manner determined from time to time by the Administrator; provided, that, unless otherwise determined by the Administrator, such Share Payments shall be made in lieu of base salary, bonus or other cash compensation otherwise payable to such Participant, including any such compensation that has been deferred at the election of the Participant; provided, further, that not less than the par value of any Share shall be received by the Company in connection with its issuance of a Share pursuant to any such Share Payment. In accordance with Applicable Law, such par value may be paid through the provision of services. The number of Shares issuable as a Share Payment shall be determined by the Administrator and may be based upon satisfaction of such specific criteria as determined appropriate by the Administrator, including specified dates for electing to receive such Share Payment at a later date and the date on which such Share Payment is to be made.

13. Non-Transferability of Awards.

Awards, and any interest therein, will not be transferable or assignable by any Participant, and may not be made subject to execution, attachment or similar process; provided, that (i) during a Participant’s lifetime, with the consent of the Administrator (on such terms and conditions as the Administrator determines appropriate, including the transferee agreeing in writing that the provisions of this Section 13 shall continue to apply to such Awards in the hands of such transferee), the Participant may transfer Nonstatutory Stock Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Dividend Equivalents, and Share Payments to his or her Family Members by gift or pursuant to domestic relations order in the settlement of marital property rights, (ii) the Administrator may permit transfer of Nonstatutory Stock Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Dividend Equivalents, and Share Payments to his or her Family Members by gift or to Family Members in its sole discretion under such circumstances as it deems appropriate, and (iii) following a Participant’s death, Awards, to the extent they are vested upon the Participant’s death, may be transferred by will or by the laws of descent and distribution; provided, that the transferee agrees in writing that the provisions of this Section 13 shall continue to apply to such Awards in the hands of such transferee.

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14. Adjustments Upon Changes in Capitalization, Change in Control.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award and the price per Share covered by each such outstanding Award and any other affected terms of such Awards, shall be proportionally and equitably adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation, share dividend, amalgamation, spin-off, arrangement or consolidation, combination or reclassification of Shares. Additionally, in the event of any other increase or decrease in the number of issued Shares effected without consideration by the Company, then the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award as well as the price per Share covered by each outstanding Award and any other affected terms of such Awards may be adjusted for any increase or decrease in the number of issued Shares resulting therefrom. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” The manner in which such adjustments under this Section 14(a) are to be accomplished shall be determined by the Administrator, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. For the avoidance of doubt, in the case of any extraordinary cash dividend, the Administrator shall make an equitable or proportionate adjustment to outstanding Awards to reflect the effect of such extraordinary cash dividend.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of commencement of such proposed dissolution or liquidation. The Administrator in its discretion may provide for a Participant to have the right to exercise the Participant’s Option or Share Appreciation Right until fifteen (15) days prior to the commencement of such dissolution or liquidation as to all of the Shares covered thereby. In addition, the Administrator may provide that any Company repurchase option or any vesting condition applicable to any Restricted Shares shall lapse as to all such Restricted Shares and any Shares deliverable under any Restricted Share Units or as Share Payments shall be issued as of such date; provided, that the proposed dissolution or liquidation commences at the time and in the manner contemplated by the proposed dissolution or liquidation. To the extent it has not been previously exercised or paid out, each Award will terminate immediately prior to the commencement of such proposed dissolution or liquidation.

(c) Change in Control. Except as may otherwise be provided in any Award Agreement or any other written agreement entered into by and between the Company and a Participant, if a Change in Control occurs, the Company, as determined in the sole discretion of the Administrator and without the consent of the Participant, may take any of the following actions:

(i) accelerate the vesting, in whole or in part, of any Award;

(ii) purchase any Award for an amount of cash or shares equal to the value that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment); or

(iii) provide for the assumption, conversion or replacement of any Award by the successor or surviving company or a parent or subsidiary of the successor or surviving company with other rights (including cash) or property selected by the Administrator in its sole discretion or the assumption or substitution of such Award by the successor or surviving company, or a parent or subsidiary thereof, with such appropriate adjustments as to the number and kind of shares and prices as the Administrator deems, in its sole discretion, reasonable, equitable and appropriate. In the event the successor or surviving company refuses to assume, convert or replace outstanding Awards, the Awards shall fully vest, and the Participant shall have the right to exercise or receive payment as to all of the Shares subject to the Award, including Shares as to which it would not otherwise be vested, exercisable or otherwise issuable (including at the time of the Change in Control).

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(d) Other Requirements. Prior to any payment or adjustment contemplated under this Section 14, the Administrator may require a Participant to (i) represent and warrant as to the unencumbered title to the Participant’s Awards; (ii) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Shares, subject to any limitations or reductions as may be necessary to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by the Administrator.

15. Miscellaneous General Rules.

(a) Share Certificates; Book Entry Procedures. Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any certificates evidencing Shares or ADSs (as defined in Section 15(e)) issued pursuant to the vesting, exercise or settlement of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and/or delivery of such certificates, as applicable, is in compliance with all Applicable Law. All Share and ADS certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with all Applicable Law. The Administrator may place legends on any Share or ADS certificate to reference restrictions applicable to the Share or ADS. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Law, the Company shall not deliver to any Participant certificates evidencing Shares or ADSs issued in connection with any Award and instead such Shares or ADSs shall be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator). In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements and representations as the Administrator, in its discretion, deems advisable in order to comply with any Applicable Law. The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(b) Paperless Administration. Subject to Applicable Law, the Administrator may make Awards and provide applicable disclosure and procedures for exercise of Awards by an internet website, electronic mail or interactive voice response system for the paperless administration of Awards.

(c) Applicable Currency. The Award Agreement shall specify the currency applicable to such Award. The Administrator may determine, in its sole discretion, that an Award denominated in one currency may be paid in any other currency based on the prevailing exchange rate as the Administrator deems appropriate. A Participant may be required to provide evidence that any currency used to pay the exercise price or purchase price of any Award was acquired and taken out of the jurisdiction in which the Participant resides in accordance with Applicable Law, including foreign exchange control laws and regulations.

(d) Relationship to Other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of any Group Member, except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

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(e) Government, Other Regulations and Distribution of Shares. The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all Applicable Law, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares issued under the Plan under any Applicable Law. If the Shares issued under the Plan may in certain circumstances be exempt from registration under Applicable Law the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption. Additionally, in the discretion of the Administrator, American depositary shares (“ADSs”), may be distributed in lieu of Shares in settlement of any Award; provided, that the ADSs shall be of equal value to the Shares that would have otherwise been distributed; provided, further, that, in lieu of issuing a fractional ADS, the Company shall make a cash payment to the Participant equal to the Fair Market Value of such fractional ADS.

(f) Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

(g) Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

(h) Fractional Shares. No fractional Share shall be issued and the Administrator shall determine, in its discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(i) No Rights to Awards. No Participant, Employee, or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Participants, Employees, Consultants, Directors or any other persons uniformly.

(j) Taxes. No Shares shall be issued, and no payment shall be made under the Plan to any Participant, until such Participant has made arrangements acceptable to the Administrator for the satisfaction of Taxes and any other costs and expenses in connection with the grant, exercise or vesting of Awards and/or the issuance of the Shares. If permitted by Applicable Law, (i) the Company or the relevant Group Member shall have the authority and the right to deduct or withhold from any compensation payable to a Participant, or require a Participant to remit to the Company or the relevant Group Member, an amount sufficient to satisfy all Taxes and (ii) the Administrator may, in its discretion and in satisfaction of the foregoing requirement, allow or require a Participant to satisfy Taxes by having the Company withhold or repurchase Shares otherwise issuable under an Award (or other amounts payable under an Award) having a Fair Market Value equal to the Taxes. Notwithstanding any other provision of the Plan, the number of Shares otherwise issuable under an Award which may be withheld with respect to the grant, issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award (or a portion thereof) after such Shares were acquired by the Participant from the Company) in order to satisfy all Taxes, unless specifically approved by the Administrator, will be limited to the number of Shares otherwise issuable under an Award that have a Fair Market Value on the date such Shares are vested, withheld or repurchased, or such other date as the Administrator deems appropriate or as required under Applicable Law, equal to the aggregate amount of such Taxes. All elections by the Participants to have Shares otherwise issuable under an Award withheld or repurchased for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable.

(k) Buy-Out. In the sole discretion of the Administrator, any Award (in whole or in part) under the Plan may be settled in cash or other property in lieu of Shares; provided, that payment in cash or other property in lieu of Shares shall not be made earlier than the time such Shares are deliverable pursuant to the terms of the Award. If any Award (in whole or in part) is settled in cash or other property in lieu of Shares, the number of Shares subject to such Award (or such portion thereof) shall revert to the Plan and again be available for grant or award under the Plan.

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(l) Valuation. For purposes of Section 14(c) where an Award is converted into, or any underlying Share is substituted with, cash or other property or securities (a “Substitute Property”), the valuation of such Award and its Substitute Property, or the exchange ratio between the two, shall be determined in good faith by the Administrator and supported by the valuation achieved in the relevant transaction, or in the absence of any such transaction, by an independent valuation expert selected by the Administrator.

(m) Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for any Group Member. Nothing in the Plan shall be construed to limit the right of any Group Member (i) to establish any other forms of incentives or compensation for Service Providers, or (ii) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, partnership, limited liability company, firm or association.

(n) Section 409A. To the extent that the Administrator determines that any Award granted to a U.S. Person under the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and, if possible, thereby avoid or reduce the application of any penalty taxes under such Section. The Administrator shall use commercially reasonable efforts to implement the provisions of this Section 15(n) in good faith; provided, that none of the Company, the other Group Members, the Administrator, any of the Group’s employees, directors or representatives shall have any liability to any Participant with respect to this Section 15(n).

(o) Indemnification. To the extent allowable pursuant to Applicable Law, the Administrator (or any individual member of the Committee or the Board acting as the Administrator) shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by it or such member in connection with or resulting from any claim, action, suit, or proceeding to which it, he or she may be a party or in which it, he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by it, him or her in satisfaction of judgment in such action, suit, or proceeding against it, him or her; provided, that it, he or she gives the Company an opportunity, at its own expense, to handle and defend the same before it, he or she undertakes to handle and defend it on its, his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s memorandum and articles of association as amended from time to time, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

(p) Plan Language. The official language of the Plan shall be English. To the extent that the Plan or any Award Agreements are translated from English into another language, the English version of the Plan and Award Agreements will always govern, in the event that there are inconsistencies or ambiguities which may arise due to such translation.

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(q) Other Provisions. The Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

16. Amendment and Termination of the Plan.

(a) Effective Date; Term of Plan. The Plan shall become effective as determined by the Board; provided, that no Options or Share Appreciation Rights granted under this Plan shall be exercised, no Dividend Equivalents shall be paid and no Shares shall be transferred under a Restricted Share Unit or in the form of a Share Payment unless and until this Plan has been approved by the shareholders of the Company; provided, further, that to the extent any Awards granted under the Plan are Incentive Stock Options, the Plan has been or will be approved by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board. This Plan shall continue in effect for a term of ten (10) years unless sooner terminated under this Section 16.

(b) Amendment and Termination. The Board in its sole discretion may terminate this Plan at any time. The Board may amend this Plan at any time in such respects as the Board may deem advisable; provided, that, if required to comply with Applicable Law (other than any requirement which may be disapplied by the Company following any available home country exemption), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.

(c) Effect of Termination. Except as otherwise provided in Section 14, any amendment or termination of this Plan shall not affect Awards previously granted or issued, as the case may be, and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the affected Participant and the Company, which agreement must be in writing and signed by the Participant and the Company.

17. Certain Securities Law Matters.

(a) The Company intends that, as long as it is not subject to the reporting requirements of Section 13 or 15(d) of the U.S. Securities Exchange Act, and is not an investment company registered or required to be registered under the Investment Company Act of 1940, as amended, all grants of Awards and Shares issuable upon exercise or vesting of Awards shall be exempt from registration under the provisions of Section 5 of the U.S. Securities Act, and this Plan shall be administered in such a manner so as to preserve such exemption. The Company intends for this Plan to constitute a written compensatory benefit plan within the meaning of Rule 701(b) of Title 17, Code of Federal Regulations, Section 230.701 (“Rule 701”), promulgated by the U.S. Securities Act. Unless otherwise designated by the Administrator at the time an Award is granted, all Awards granted under this Plan by the Company, and the issuance of any Shares pursuant thereto, are intended to be granted to (i) persons who meet the requirements of a “U.S. Person” as such term is defined in Rule 902(k) of Title 17, Code of Federal Regulations, Section 230.901 through 230.905, promulgated under the U.S. Securities Act (“Regulation S”) in reliance on Rule 701 or (ii) persons other than persons who meet the requirements of a “U.S. Person” as such term is defined in Regulation S, in compliance with Regulation S or otherwise be exempt from registration.

(b) The obligation of the Company to settle Awards in Shares or other consideration shall be subject to all Applicable Laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to an Award unless such Shares have been properly registered for sale pursuant to Applicable Law or unless the Company has received an opinion of counsel, satisfactory to the Company, that such Shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under any Applicable Laws any of the Shares to be offered or sold under the Plan.

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(c) The Administrator may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of Shares from the public markets, the Company’s issuance of the Shares to the Participant, the Participant’s acquisition of the Shares from the Company and/or the Participant’s sale of Shares to the public markets, illegal, impracticable or inadvisable. If the Administrator determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (i) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date or the date that the Shares would have been vested or issued, as applicable), over (ii) the aggregate exercise price or base price or any amount payable as a condition of issuance of Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(d) Notwithstanding any provision of the Plan to the contrary, in no event shall a Participant be permitted to exercise an Option in a manner that the Administrator determines would violate the United States Sarbanes-Oxley Act of 2002, or any other Applicable Law or the applicable rules and regulations of the U.S. Securities Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

18. Termination for Cause; Joining a Competitor; Violation of Restrictive Covenants or Confidentiality Obligations; Cause Events.

(a) If:

(i) a Participant is terminated for Cause;

(ii) during a Participant’s term of service or within 24 months after termination as a Service Provider, or such longer non-compete period to which the Participant is subject in any Award Agreement or other agreement with any Group Member, such Participant (i) directly or indirectly either on his/her own account or through any of his/her affiliates, or in conjunction with or on behalf of any other person, establishes, incorporates, forms, enters into, or participates in the Business as an owner, partner, principal or shareholder or other proprietor (other than through a purchase on the open market, solely as a passive investment, of not more than one percent (1%) of the interest) of any Competitor, (ii) has become, is or becomes an officer, director, employee, consultant, adviser of, or otherwise, directly or indirectly, enters the employ of, continues any employment with or renders any services to or for, any Competitor, (iii) knowingly performs or has performed any act that may confer a competitive benefit or advantage upon any Competitor, or (iv) solicit or entice away or attempt to solicit or entice away from any Group Member, any of its employee, officer, director, consultant, supplier, customer, client, representative, or agent (in each case as determined by the Administrator);

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(iii) a Participant breaches any non-competition, non-solicitation or other restrictive covenant to which such Participant is subject with respect to any Group Member; or

(iv) a Participant breaches any confidentiality obligation under any Award Agreement,

then: (I) all unexercised Options or Share Appreciation Rights, whether vested or unvested, and all other unvested Awards shall be cancelled as of the date determined by the Administrator in its sole discretion; (II) all Shares acquired pursuant to any Award (or a portion thereof) shall be subject to repurchase by the Company at any time and from time to time at (x) the lesser of (1) the original purchase price or exercise price paid for the Shares (or in the event no payment was made or the price was paid in services, then the Shares will be forfeited and surrendered to the Company without payment), and (2) the Fair Market Value or such other value of the Shares as determined by the Administrator or as set forth in the applicable Award Agreement; or (III) all proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Awards (or a portion thereof) or upon the receipt or resale of any Shares underlying any Award (or a portion thereof), must be paid to the Company.

(b) Before a Participant’s status as a Service Provider terminates, if there has occurred any event that would constitute Cause for such Participant’s termination, as determined by the Administrator:

(i) the unvested portion of the Options or Share Appreciation Rights, and all other unvested Awards shall cease to vest permanently from the date of occurrence of such Cause event, unless the Administrator requires that such Participant to remedy the adverse effects of such Cause event within a specified period of time set by the Administrator (the “Remedy Period”), in which case, the vesting of the Options or Share Appreciation Rights, and all other unvested Awards shall be suspended from the date of occurrence of such Cause event and shall resume on the date on which such remedy is completed to the satisfaction of the Administrator, or shall cease permanently from the date of occurrence of such Cause event if such remedy is not satisfactorily completed within the Remedy Period; if the vesting of the Options or Share Appreciation Rights, and all other unvested Awards is suspended for any period of time and then continues thereafter, the relevant vesting date of the Options or Share Appreciation Rights, and all other unvested Awards, as determined pursuant to the vesting schedule shall be postponed proportionately;

(ii) such Participant’s right to exercise the vested portion of the Options or Share Appreciation Rights, and all other unvested Awards, shall terminate from the date of occurrence of such Cause event, unless the Administrator requires that such Participant to remedy the adverse effects of such Cause event within the Remedy Period, in which case, such Participant’s right to exercise the vested portion of the Options or Share Appreciation Rights, and all other unvested Awards shall be suspended from the date of occurrence of such Cause event and shall be restored from the date on which such remedy is completed to the satisfaction of the Administrator, or shall terminate absolutely from the date of occurrence of such Cause event if such remedy is not satisfactorily completed within the Remedy Period; and

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(iii) after the occurrence of such Cause event, (I) the Company shall have the right, at any time and from time to time, to repurchase any or all Shares such Participant acquired on the exercise of any Awards (or a portion thereof) at the lesser of (1) the Exercise Price per Share and (2) the Fair Market Value of such Shares or such other value of the Shares as determined by the Administrator or as set forth in the applicable Award Agreement, and/or (II) all proceeds, gains or other economic benefit actually or constructively received by such Participant upon the exercise of any Awards (or a portion thereof) or upon the receipt or resale of any Shares underlying any Awards (or a portion thereof), must be paid to the Company.

19. Certain Transfer Restrictions, Repurchase Rights and Similar Matters.

(a) Any Shares issued upon the exercise of or in settlement of an Award shall be subject to such special forfeiture conditions, rights of repurchase or redemption, rights of first refusal, and other transfer restrictions as set forth in the shareholders agreement of the Company or, if there is no shareholders agreement or such provisions do not exist in the shareholders agreement of the Company, as the Administrator may determine as set forth in an Award Agreement (which restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally).

20. Governing Law.

This Plan shall be governed by the laws of the Cayman Islands.

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EX-10.22

Exhibit 10.22

Dated the 3^rd day of December, 2018

Full Truck Alliance Co. Ltd.

(as Company)

AND

The Core Trust Company Limited

匯聚信託有限公司

(as Trustee)

MASTER QUALITY GROUP LIMITED

(as Nominee)

TRUST DEED FOR

FULL TRUCK ALLIANCE CO. LTD.

RULES (as defined herein)

(Also known as “MASTER QUALITY TRUST”)

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THIS DEED is made the 3^rd day of December, 2018

BETWEEN:

(1) Full Truck Alliance Co. Ltd., a company incorporated in the Cayman Islands as an exempted company with limited liability with its principal offices located at 4th Floor, Building 4, No. 170-1 Software Avenue, Nanjing, China and its registered office at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands (the “Company”);

(2) The Core Trust Company Limited 匯聚信託有限公司, a trust company incorporated under the laws of Hong Kong, whose registered office is at 28^th Floor, 33 Des Voeux Road Central, Central, Hong Kong (where the context so admits includes any nominee or successor or additional trustee for the time being of this Deed) (the “Trustee”); and

(3) MASTER QUALITY GROUP LIMITED, a limited liability company incorporated under the laws of British Virgin Islands, whose registered office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (where the context so admits includes any nominee or successor or additional nominee for the time being of this Deed) (the “Nominee”).

WHEREAS:

(A) On 29 November, 2018, the Company adopted the Rules (as defined below) for the benefit of certain persons, including each Eligible Individual (as defined below).

(B) Pursuant to the Rules, the Company has granted and/or will grant the Awards (as defined below) to each Eligible Individual.

(C) The Trustee has agreed to be the trustee of trust and administer such trust in accordance with this Deed and the Rules.

(D) The Nominee, a wholly-owned subsidiary of the Trustee, has agreed to be a party under this Deed and to hold Shares underlying the Awards in accordance with this Deed and the Rules.

NOW THIS DEED WITNESSES as follows:

1. DEFINITIONS

1.1 Other than those expressly defined in this Deed, capitalized term used herein shall have the same meaning as provided in the Rules.

“Administrator” shall have the same meaning as provided in the Rules;

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“Affiliate”	means, with respect to any person, any other person controlled by, controlling or under common control with such person. As used in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise);
“Articles”	means the articles of association of the Company (as amended from time to time);
“Award”	means an Option, a Restricted Share award, a Restricted Share Unit award, a Dividend Equivalents award, a Deferred Share award, a Share Payment award or a Share Appreciation Right, which may be awarded or granted under the Rules (collectively, “Awards”);
“Award Date”	means the date on which Awards, are granted under this Rules pursuant to an Award Agreement;
“Award Agreement”	means any written notice, agreement, terms and conditions, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine consistent with the Rules;
“Board”	means the board of directors of the Company or a duly authorized committee of the board of directors;
“Companies Ordinance”	means the Companies Ordinance of Hong Kong (Chapter 622 of the Laws of Hong Kong) effective from March 3, 2014, as amended, supplemented or otherwise modified from time to time.
“Consultant”	means any consultant or adviser if: (a) the consultant or adviser renders bona fide services to a Service Recipient; (b) the services rendered by the consultant or adviser are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or adviser is a natural person who has contracted directly with the Service Recipient to render such services;

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“this Deed”	means this Deed and the Schedule and any deed supplemental hereto and the schedules (if any) thereto, all as from time to time modified, varied, supplemented or novated in accordance with the provisions herein or therein contained;
“Eligible Individual”	means each of the individuals specified by the Administrator in writing to the Trustee and its Affiliates as beneficiaries under this Deed in compliance with the Rules, as may be modified, amended or supplemented from time to time;;
“Group”	means the Company and the Subsidiaries;
“Holding Company”	in relation to any company means any other company of which the first mentioned company is a Subsidiary;
“Hong Kong”	means Hong Kong Special Administrative Region of the People’s Republic of China;
“liability”	means any loss, damage, cost, charge, claim, demand, expense, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any sales tax or similar tax charged or chargeable in respect thereof, other professional expenses, disbursements and legal fees and expenses on a full indemnity basis;
“Listing Rules”	means the rules governing the listing of securities on the Stock Exchange (as amended from time to time);
“Option”	shall have the same meaning in the Rules;
“person”	means any individual, company, body corporate or other juridical person, partnership, firm, joint venture or trust or any federation, state or subdivision thereof or any government or agency of any of the foregoing;
“Restricted Share”	shall have the same meaning as provided in the Rules;
“Restricted Share Units”	shall have the same meaning as provided in the Rules;
“Rules”	means those written instructions and guidelines provided by the Administrator to the Trustee and its Affiliates in connection with the Trustee’s administration of the matters governed by this Deed, as modified, amended or supplemented from time to time;

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“Service Recipient”	means the Company, any Subsidiary of the Company and any Related Entity to which an Eligible Individual provides services as an Employee, Consultant or as a Director;
“Share”	means ordinary share of the Company, and such other securities of the Company that may be substituted for Shares pursuant to Article 11 of the Rules;
“Share Appreciation Right”	means a share appreciation right granted under Article 8 of the Rules;
“Shares underlying the Awards”	means the Shares underlying the applicable Awards (being those Awards allocated or to be allocated to the Eligible Individual subject to the terms and conditions set out in the Rules) as allotted to, and held on trust by, the Nominee in accordance with the terms of this Deed;
“Share Payment”	means (a) a payment in the form of Shares, or (b) an option or other right to purchase Shares, as part of a bonus, deferred compensation or other arrangement, awarded under Section 7.2 of the Rules;
“Stock Exchange”	means the New York Stock Exchange, the NASDAQ Stock Exchange or the Main Board of the Hong Kong Stock Exchange;
“Subsidiary”	has the meaning ascribed to this term under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as amended or supplemented or otherwise modified from time to time;
“Tax”	means all present and future income and other taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar nature which are levied in any applicable jurisdiction, together with interest thereon and penalties with respect thereto, if any, and any payments made on or in respect thereof;
“Trust”	means the trust for the Company constituted pursuant to this Deed;
“Trust Fund”	means any property held on the terms of the Trust; and
“Trust Period”	means, without prejudicing the subsisting rights of any Eligible Individual, the period beginning with the date hereof and ending upon the earlier of (a) such date as the Company and the Trustee may agree in writing; (b) such date upon which this Trust shall terminate by reason of there ceasing to be any property or assets forming part of the trust fund or otherwise by operation of law; and (c) the date the Board terminates the Rules pursuant to the rules of the Rules.

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1.2 Interpretation

(a) All references in this Deed to any ordinance or any provision of any ordinance shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under any such modification or re-enactment.

(b) All references in this Deed to any action, remedy or method of proceeding for the enforcement of the rights of creditors shall be deemed to include, in respect of any jurisdiction other than Hong Kong, references to such action, remedy or method of proceeding for the enforcement of the rights of creditors available or appropriate in such jurisdiction as shall most nearly approximate to such action, remedy or method of proceeding described or referred to in this Deed.

(c) In this Deed references to the Schedules, Clauses and Sub-Clause shall be construed as references to the schedules to this Deed and to the Clause and sub-Clause of this Deed respectively.

(d) Words denoting the singular shall include the plural and vice versa; words denoting one gender only shall include the other genders; and words denoting persons only shall include firms and corporations and vice versa.

(e) In this Deed, the table of contents and Clause headings are included for ease of reference and shall not affect the construction of this Deed.

2. DECLARATION OF TRUST

2.1 The Trustee shall hold on trust for the benefit of the Eligible Individuals:

(a) the Shares underlying the Awards;

(b) such assets and income transferred by the Company or derived from the Shares underlying the Awards held on trust under Clause 2.1 on such terms as the Administrator shall direct; and

(c) such other funds or property contributed by the Company to the Trust in connection with the Rules.

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For the avoidance of doubt, any Shares underlying the Awards not allotted to the Nominee shall remain the responsibility of the Company or the applicable Eligible Individual. For further clarity, the Nominee shall have no responsibility for effecting transactions involving Awards where Shares underlying the Awards are required unless and until such Shares underlying the Awards with respect to such aforementioned Awards have been allotted to or are in the possession of the Nominee.

2.2 Subject to the instructions of the Administrator, the Trustee may apply funds received by the Trustee for the purpose of paying costs and expenses to maintain and operate this Trust and the Remuneration (as defined herein).

2.3 In execution of the Trust, the Trustee shall apply the Trust Fund for the benefit of all or any of the Eligible Individuals in accordance with the Rules and/or instructions from the Administrator, subject to the terms of this Deed.

2.4 Information to the Trustee

The Board and/or the Administrator shall as soon as practicable deliver to the Trustee:

(a) All Award Agreements approved by the Company and related documents and information thereto for each Eligible Individual;

(b) such notice(s) issued by each Eligible Individual to the Company stating that the Awards shall be exercised and the number of Shares underlying the Awards in respect of which it is so exercised shall be sold or otherwise transferred; and

(c) such notices that the Company received in relation to the Rules.

(collectively, the “Notices”). With respect to instructions regarding the addition or removal of an Eligible Individual, the Administrator shall promptly provide all information requested by the Trustee in connection with Trustee’s Know Your Client (“KYC”) and Anti Money Laundering (“AML”) obligations and policies. In the event that Administrator does not have such AML/KYC information requested by the Trustee, the Administrator shall use its best efforts to promptly obtain and deliver such AML/KYC information to Trustee. The Trustee confirms its obligation to promptly notify the Administrator of all AML/KYC information required of or by Trustee, which information may include identity, residency and tax information.

2.5 Liability for Transfer. Unless instructed by the Company in writing, the Trustee shall not transfer any of the Shares underlying the Awards to any of the Eligible Individuals.

2.6 Distribution. Upon receipt of the exercise notice by any means in the physical or electronic forms by the Company, the Board shall issue the Shares underlying the Awards to the Nominee within two (2) days of the date that Company receives any such exercise notice from any Eligible Individuals.

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2.7 The Trustee shall maintain a register of the Awards and Shares underlying the Awards based on the Notices pursuant to Section 2.4 and other information provided by the Company to the Trustee; and neither the Company, its Subsidiary(ies), nor any other person shall be entitled to have recourse to any funds or assets whatsoever other than those which, at the relevant time, shall be held by the Trustee under the terms of the Trust. The Trustee shall at all times act in accordance with the Rules and/or the instructions from the Administrator. The Company hereby undertakes to make available to the Trustee all facilities and information necessary to ensure that full compliance is made with the provisions of the Rules.

2.8 Trust Property. The Trustee and the Nominee shall keep all Shares underlying the Awards, monies, securities and any other assets received or held by the Nominee pursuant to this Deed at all times separated and distinguished from any other assets of any kind of the Trustee or the Nominee and shall ensure that separate books of account and records are kept. Upon any due and proper request from the Administrator, the Trustee and the Nominee shall return Shares underlying the Awards or other Trust Fund as specified and in accordance with instructions included in any such request by the Administrator.

3. INVESTMENT POWERS

3.1 Trustee’s power to investment

Subject to the written consent by the Administrator, the Trustee shall not use any of the Trust Fund, or any part of it to either invest, or invest at interest.

3.2 No requirement to invest

The Trustee shall not be required to invest, or to invest at interest, the Trust Fund or any part of it.

3.3 No obligation to diversify

The Trustee shall not be under any obligation to diversify the investment of the Trust Fund and, in particular, may retain, in their existing condition, any investments, including Shares or other securities of the Company, or other property (including uninvested money) for the time being forming part of the Trust Fund.

4. INCOME

The Trustee shall hold all dividends and distributions in whatever form received on the Shares underlying the Awards as income, which shall be dealt with in accordance with the instruction to the Trustee from the Administrator, subject to any applicable taxes and withholdings as may be required under applicable laws and regulations.

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5. VOTING

To the extent permitted under the Rules and applicable laws and regulations, the Trustee and the Nominee shall not exercise the voting rights attached to the Shares.

6. RIGHTS, DUTIES AND IMMUNITY OF THE TRUSTEE

6.1 It is expressly declared as follows:

(a) The Trustee may act on the opinion or advice of, or information obtained from, any expert engaged by the Company and reasonably believed by the Trustee to be competent and shall not be obliged to indemnify anyone for any liability occasioned by so acting. Any such opinion, advice or information may be sent or obtained by letter, telex or facsimile or electronic transmission and the Trustee will not be liable to anyone for acting on any opinion, advice or information purporting to be conveyed by such means even if such opinion, advice or information contains some error or is not authentic. Notwithstanding the foregoing, when requested by the Administrator or the Company in writing, the Trustee shall, at the costs and expenses of the Company, use reasonable endeavours to assist the Company to claim against such expert for providing wrong or erroneous advice or information to the Trustee which as a result caused any loss or damages to the Company.

(b) The Trustee shall be entitled to rely on all instructions, notices and information provided by the Administrator in connection with this Deed in any format, including but not limited to the Rules and in connection with or related documents thereto, without being required to investigate or determine the authenticity or validity thereof or of any signature thereto or the correctness of any fact stated therein or its compliance with the Listing Rules and any other applicable laws and regulations, and shall have no liability to the Company or any Eligible Individual for acting on the basis of such information. Unless and until the Trustee receives any further instructions, notices or information the Trustee shall be entitled to assume that all such items received previously remain in full application without any amendment.

(c) The Trustee and the Nominee shall be under no obligation to insure any of the Shares underlying the Awards and may hold or deposit this Deed, and any other documents (in any part of the world) with any bank, custodian or entity whose business includes undertaking the safe custody of documents or shares in de-materialized form or with any lawyer or firm of lawyers believed by the Trustee to be of good repute and may pay all sums to be paid on account of or in respect of any such deposit and shall not be responsible for the loss of any documents so deposited, save for any fraud, willful default or gross negligence on the part of the Trustee or the Nominee and the Company shall pay the fees of any such bank or entity.

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(d) The Company shall deliver all necessary instructions and documents to the Company’s transfer agent appointing Trustee as an authorized agent of the Company and authority to issue transfer instructions related to Shares underlying the Awards held in Trust with consent of the Company.

(e) Unless ordered to do so by a court of competent jurisdiction the Trustee shall not be required to disclose to any Eligible Individual any financial or other information made available to the Trustee by the Company or any of the Company’s Subsidiaries or Affiliates on a confidential basis and no Eligible Individual shall be entitled to take any action to obtain from the Trustee any such information.

(f) Pursuant to and in accordance with applicable laws and regulations, the Trustee may exercise sole discretion in interpreting instructions received from the Administrator and may take any action the Trustee deems necessary, in its sole discretion, to clarify any such instructions with any parties that Trustee deemed necessary, in its sole discretion, which parties shall include the Company. The parties agree that any delays in the Trustee’s execution of instructions based on such effort to clarify such instructions shall not create liability for the Trustee.

(g) The Trustee shall be entitled to rely upon the contents of any certificates, instructions, notices, notes, documents or communications provided to it pursuant to this Deed and believed by the Trustee to be genuine and to have been presented or signed by the proper parties and shall not be liable to any Eligible Individual by reason of having accepted as valid or not having rejected any certificate, note, document or communication purporting to be such and subsequently found to be forged, stolen or not authentic and the Trustee shall be indemnified by the Company against any loss, liability, cost, claim, action, demand or expense which may result from its reliance on such certificates, notes, documents or communications unless such loss, liability, cost, claim, action, demand or expense arises from the Trustee’s gross negligence, willful default or breach of duty.

(h) No provision of this Deed shall require the Trustee to do anything that may be illegal or contrary to applicable laws or regulations.

(i) No provision of this Deed shall require the Trustee to expend or risk the Trustee’s own funds or otherwise incur any financial liability in the performance of any of the Trustee’s duties, or in the exercise or non-exercise of any of the Trustee’s rights or powers if the Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured. Whenever the Trustee is under the provisions of this Deed bound to act at the request of the Company or any Eligible Individual, the Trustee shall not be so bound unless first indemnified and/or secured to its satisfaction against any loss, liability, cost, claim, action, demand, expense or inconvenience which may result from any such acts (save as arises from the Trustee’s gross negligence, willful default or breach of duty).

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(j) Save as arises from the Trustee’s fraud, gross negligence or willful misconduct, the Trustee shall not be responsible for the execution, delivery, legality, effectiveness, adequacy, genuiness, validity, enforceability or admissibility in evidence of this Deed or any other document relating hereto and shall not be liable for any failure to obtain any license, consent or other authority for the execution, delivery, legality, effectiveness, adequacy, genuineness, validity, performance, enforceability or admissibility in evidence of this Deed or any other documents.

(k) The Trustee shall be under no obligation to monitor or supervise the performance by the Company of its obligations under this Deed or the Rules or any other agreement or document relating to the matters herein contemplated and shall be entitled to assume that the Company is properly performing and complying with the Company’s obligations. The Trustee shall not be required or under any obligation to take any legal action or to request or require that the Company or any other person comply with any of the Company’s obligations arising under this Deed or otherwise.

(l) The Trustee shall not be responsible for any losses, liabilities, damages, costs, awards, expenses (including legal fees) or penalties occasioned to the Awards or the Shares underlying the Awards unless the same is caused by fraud, gross negligence or willful misconduct of the Trustee.

(m) If any person to which a distribution is due or a sum is payable by the Trustee is required by any law or regulation to make a payment on account of Tax or otherwise or if such distribution or payment is subject to, to the extent required by any applicable law or statue, any deduction or withholding on account of Tax or otherwise, the Trustee shall be at liberty to make such payment after such deduction or withholding. Furthermore, the Trustee shall have no responsibility whatsoever to the Company or any Eligible Individual as regards to any deficiency which might arise because the Trustee is subject to any Tax obligations arising from and/or in connection with this Deed.

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(n) The Trustee shall be entitled to rely upon any calculations made, notifications given or directions given by the Administrator pursuant to this Deed and shall not be liable for so doing and the Trustee shall be indemnified by the Company against all and any loss, liability, cost, claim, action, demand or expense which may result from such reliance unless such loss, liability, cost, claim, action, demand or expense arises from the Trustee’s fraud, gross negligence or willful default.

(o) Notwithstanding any provision of this Deed to the contrary, including, without limitation, any indemnity made by the Trustee herein, the Trustee shall not in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise; provided, however, that this Clause shall not be deemed to apply in the event of a final determination of a fraud, willful misconduct or gross negligence on the part of the Trustee by a competent court having jurisdiction.

(p) The Trustee shall not be obliged (whether or not directed to do so by the Company, any Eligible Individual or otherwise) to perfect legal title to the Shares underlying the Awards. Notwithstanding the generality of the foregoing, the Trustee shall have no responsibility or liability for the payment of any fees for the registration of any of the Shares underlying the Awards, or for any legal, administrative or other fees, costs and expenses (including, but not limited to, any proper disbursements and any sales tax) relating thereto. Any such fees, costs or expenses shall be borne by the Company, and the Company shall fully indemnify the Trustee for any liability that may arise as a result of or in connection with the perfection of legal title to the Shares underlying the Awards by the Trustee.

(q) Other than its obligations as expressly stated in this Deed, the Trustee shall not be responsible or liable for any failure, omission or defect in registering or filing or procuring registration or filing of or otherwise protecting or perfecting the Shares underlying the Awards or failure in calling for delivery of documents of title to the Shares underlying the Awards or requiring any further assurance in relation to the Shares underlying the Awards.

(r) The Trustee shall not be required to notify anyone of the execution, subsistence or termination of this Deed or any documents comprised or referred to in this Deed.

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(s) In the event that the Company, the Board, the Administrator, or the committee of the Board or person(s) to which the Board has delegated its authority provides directions or instructions to the Trustee and/or the Nominee, indicating specific aspects which the Trustee and/or the Nominee has sole discretion over (the “Sole Discretion Authority”), no liability shall attach to the Trustee or the Nominee in connection with any claim in connection with the Trustee or Nominee’s decision(s) under such Sole Discretion Authority. In connection with the Sole Discretion Authority, the Trustee and the Nominee shall be indemnified by the Company against any loss, liability, cost, claim, action, demand or expense which may result from the exercise of such Sole Discretion Authority unless such loss, liability, cost, claim, action, demand or expense arises from the gross negligence, willful default or fraud of the Trustee or the Nominee.

6.2 For avoidance of doubt, the Trustee shall carry and perform such obligations and duties expressly provided herein.

7. TRUSTEE’S LIABILITY AND INDEMNITY

7.1 The Company shall indemnify the Trustee and its officers and employees against any expenses, claims and liabilities which arise out of or are incurred through acting as a Trustee in accordance with the Rules. This does not apply to expenses, claims and liabilities that are incurred or arise through fraud, gross negligence or willful wrongdoing or breach of duty on the part of the Trustee or on the part of any of their officers or employees. This indemnity will similarly apply after the removal or retirement of a Trustee. The Trustee shall also have the benefit of any indemnities conferred on trustee(s) by law.

7.2 The Trustee shall not be personally liable for any breach of trust (other than through breach of this Deed, gross negligence, fraud or willful wrongdoing).

7.3 No liability shall attach to the Trustee in respect of any claim if such claim would not have arisen but for a change in legislation or regulations made after the date hereof or a change in the interpretation of law after the date hereof or any legislation or regulations not in force at the date hereof.

8. TRUSTEE CONTRACTING WITH COMPANY

Neither the Trustee nor any director or officer of a corporation acting as a trustee under this Deed shall by reason of their fiduciary position be in any way precluded from:

(a) entering into or being interested in any contract or financial or other transaction or arrangement with the Company or any Affiliate or Subsidiary or any person or body corporate associated with the Company or any Affiliate or Subsidiary (including without limitation any contract, transaction or arrangement of a banking or insurance nature or any contract, transaction or arrangement in relation to the making of loans or the provision of financial facilities to, or the purchase, placing or underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring, holding or dealing with the Shares underlying the Awards or any other notes, Shares, shares, debenture Share, debentures, bonds or other securities of, the Company or any Affiliate or Subsidiary or any person or body corporate associated as aforesaid); or

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(b) accepting or holding the trusteeship of any other trust deed constituting or securing any other securities issued by or relating to the Company or any such person or body corporate so associated or any other office of profit under the Company or any such person or body corporate so associated in each case holding different Awards, Shares underlying the Awards or Shares for, and owing duties in favour of, different classes of Eligible Individuals which may or may not include any Eligible Individual (or any of their respective immediate families), and shall be entitled to retain and shall not be in any way liable to account for any profit made or share of brokerage or commission or remuneration or other benefit received thereby or in connection therewith.

9. APPOINTMENT AND RETIREMENT OF THE TRUSTEE

9.1 Appointment The Company will have the power of appointing new or additional trustees. The Company may terminate the Trustee’s appointment at any time on giving not less than thirty (30) days’ advance notice in writing to the Trustee and pay all outstanding obligations owed to Trustee together with the trust dissolution fees within thirty (30) days after the delivery of the termination notification to Trustee; provided, however, such termination notice shall afford Trustee not less than a ninety (90) day period to complete the transfer to the successor trustee.

9.2 Retirement and Removal The Trustee may retire at any time on giving not less than ninety (90) days’ advance notice in writing to the Company and to the remaining trustees (if any) without giving any reason and without being responsible for any costs occasioned by such retirement provided that the retirement of any sole trust corporation will not become effective until a trust corporation is appointed as successor Trustee. The Company will use all reasonable endeavours to procure that another trust corporation be appointed as Trustee, and if the Company has not made an appointment within ninety (90) days’ notice from the Trustee, the Trustee shall have the right (but not the obligation) to appoint a successor Trustee with the consent of the Company not unreasonably withheld or delayed. All costs properly and reasonably incurred for appointing a successor Trustee shall be borne by the Company.

9.3 The Trustee shall use reasonable endeavours to execute and do or make all such transfers or other documents, acts or things as may be necessary for transferring all the shares or interests in the Nominee or the Shares underlying the Awards in the successor or continuing Trustee(s) or placing it under its/their control at the costs and expenses of the Company.

10. TRUSTEE’S POWERS TO BE ADDITIONAL

10.1 The Trustee may, to the extent permitted by law and upon consent of the Company, delegate to any person or company powers and duties under the Rules and exercise all powers trusts and discretion vested in it hereunder.

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10.2 The Trustee may execute and may authorise any of their directors, officers or employees to execute on their behalf any documents in such manner as may be appropriate and not being inconsistent with the terms of the Rules or any instruction from the Administrator.

10.3 The powers conferred upon the Trustee by this Deed shall be in addition to any powers which may from time to time be vested in the Trustee by the general law and equities insofar as the exercise of the same shall not be inconsistent with the Trust.

11. NOTICES

Any notice or demand to the Company or the Trustee to be given, made or served for any purposes under this Deed shall be given, made or served by sending the same by prepaid post (first class airmail if overseas), facsimile transmission or by delivering it by hand as follows:

To the Company:
	Fax Number:	+86-025-66095856
	Attention:	Company Secretary
To the Trustee:
	Fax Number:	+852 3667-8800
	Attention:	Fiduciary Services

or to such other address or facsimile number as shall have been notified (in accordance with this Clause) to the other party hereto and any notice or demand sent by post as aforesaid shall be deemed to have been given, made or served three (3) days in the case of inland post or seven (7) days in the case of overseas post after dispatch and any notice or demand sent by facsimile transmission as aforesaid shall be deemed to have been given, made or served twenty-four (24) hours after the time of dispatch provided that in the case of a notice or demand given by facsimile transmission such notice or demand shall forthwith be confirmed by post. The failure of the addressee to receive such confirmation shall not invalidate the relevant notice or demand given by facsimile transmission, provided that any communication or document to be made or delivered to the Trustee shall be effective only when received by the Trustee and then only if the same is expressly marked for the attention of the department or officer as the Trustee shall from time to time specify for this purpose.

12. COUNTERPARTS

This Deed and any deed supplemental hereto may be executed and delivered in any number of counterparts, all of which, taken together, shall constitute one and the same deed and any party to this Deed or any trust deed supplemental hereto may enter into the same by executing and delivering a counterpart.

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13. REMUNERATION

13.1 Normal Remuneration The Company shall pay to the Trustee remuneration for its services as trustee as they may from time to time agree in writing. Such remuneration will accrue from day to day as from the date of this Deed (the “Remuneration”).

13.2 Extra Remuneration In the event of the Trustee being requested by the Company to undertake duties which the Trustee and the Company agree to be of an exceptional nature or otherwise materially outside the scope of the normal duties of the Trustee under this Deed, the Company shall pay to the Trustee such additional remuneration as shall be agreed between them. Such exceptional duties include but not limited to the Trustee attending to the review of this Deed and the Rules in connection with such exceptional duties and revising this Deed subsequent to any further amendments made to the Rules by the Company.

13.3 Expenses The Company shall also pay or discharge all proper costs, Tax, charges and expenses properly and reasonably incurred by the Trustee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, this Deed, including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose as may be agreed between the Company and the Trustee, in relation to this Deed.

13.4 Payment of amounts due All amounts payable pursuant to this Deed shall be payable by the Company within thirty (30) days of demand or on the date specified in a demand by the Trustee, whichever is later and in the case of payments actually made by the Trustee prior to such demand shall carry interest at the rate of Three per cent (3%) per annum above the prime rate from time to time of The Hong Kong and Shanghai Banking Corporation Limited from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, if the Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to the Trustee shall carry interest at such rate from the due date thereof. For the avoidance of doubt, the Trustee may pay any and all amounts owed by the Trust out of Trust Funds as Trustee deems fit.

13.5 Discharges Unless otherwise specifically stated in any discharge of this Deed the provisions of this Clause 13 shall continue in full force and effect notwithstanding such discharge.

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14. STAMP DUTIES AND OTHER TAXES

The Company will pay stamp duties, registration taxes, capital duties and other duties or Taxes (if any) in accordance with the applicable Hong Kong laws on (a) any action taken by the Trustee to enforce the provisions of this Deed, (b) the execution of this Deed and (c) the transfer of any Shares underlying the Awards.

15. EXCHANGE RATE INDEMNITY

15.1 Currency of Account and Payment All sums payable by the Company under or in connection with this Deed, including damages, shall be in Hong Kong dollars or such other currency as may be agreed between the Company and the Trustee from time to time (the “Contractual Currency”).

15.2 Extent of Discharge An amount received or recovered in a currency other than the Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding up or dissolution of the Company or otherwise), by the Trustee or any Eligible Individual in respect of any sum expressed to be due to it from the Company will only discharge the Company to the extent of the Contractual Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

15.3 Indemnity If that Contractual Currency amount is less than the Contractual Currency amount expressed to be due to the recipient under this Deed, the Company will indemnify it against any loss sustained by it as a result. In any event, the Company will indemnify the recipient against the cost of making any such purchase.

16. INDEMNITIES SEPARATE

The indemnities in this Deed constitute separate and independent obligations from the other obligations in this Deed, will give rise to separate and independent causes of action, will apply irrespective of any indulgence granted by the Trustee and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Deed or any other judgment or order. Any such loss arising from and/or in connection with this Deed shall be deemed to constitute a loss suffered by the Trustee and no proof or evidence of any actual loss shall be required by the Company or its liquidator or liquidators.

17. SURVIVAL OF THE DEED AND TERMINATION

17.1 This Deed shall, insofar as its terms remain to be performed or are capable of subsisting, remain in full force and effect notwithstanding completion of the matters referred to herein.

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17.2 This Deed shall terminate automatically upon the expiry of the Trust Period provided that the Trustee has received all fees, costs, expenses and other amounts payable to it under or in connection with the terms of this Deed.

18. MERGER

18.1 Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Deed, without the execution or filing of any paper or any further act on the part of any of the parties hereto.

18.2 Subject to Clause 18.1, no party shall assign any of its rights, benefits and obligations hereunder unless with the written consent of the other party to this Deed.

19. WARRANTIES AND UNDERTAKINGS

19.1 The Company represents and warrants to the Trustee that:

(a) it has the necessary power and capacity to enter into and has taken all necessary steps to authorize the execution of this Deed;

(b) this Deed when executed and delivered will constitute legal, valid and binding obligations of the Company enforceable in accordance with its terms;

(c) the execution and delivery by the Company and the performance of its obligation in this Deed and the Rules will not violate its constitutional documents and any applicable law (which include but not limited to the data privacy laws); and

(d) the Trustee is authorized and directed to take administrative actions in relation to the Rules under the instruction and supervision of the Administrator, pursuant to the terms of this Deed and the Rules.

19.2 The Company acknowledges that it is the Company’s obligation to obtain tax and legal counsel in connection with the establishment of the MASTER QUALITY TRUST from its tax and legal advisors. The Company confirms to Trustee and Nominee that it understands neither Trustee nor Nominee provides any tax or legal advice to the Company. The Company further confirms that it has obtained tax and legal counsel in connection with the Company’s establishment of the MASTER QUALITY TRUST from its tax and legal advisors.

19.3 The Company represents and warrants to the Trustee that all Shares made available to the Awards are or will, on issue, be fully paid.

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19.4 In order not to create a false market when the Trustee is dealing in the Shares pursuant to this Deed and the Rules, the Company undertakes to the Trustee that it will disclose information relating to the Rules in accordance with the Listing Rules, and make any other appropriate announcements pursuant to the Listing Rules as required.

19.5 Each of the Trustee and the Nominee represents and warrants to the Company that it has the necessary power and capacity to enter into and has taken all necessary steps to authorize the execution of this Deed and that this Deed when executed and delivered will constitute legal, valid and binding obligations of the Trustee enforceable in accordance with its terms.

19.6 The Trustee undertakes that for so long as this Deed remains in effect and until all the Shares underlying the Awards held by the Nominee are transferred to such person designated by the Company, the Nominee shall remain a wholly-owned subsidiary of the Trustee.

19.7 Each of the Trustee and the Nominee represents and warrants that at all times the Nominee has no assets and liabilities other than the Shares underlying the Awards and any distributions or income or payments received pursuant to this Deed.

19.8 Each of the Trustee and the Nominee undertakes and agrees not to sell, part with possession or otherwise deal with the Shares underlying the Awards, any part thereof, any accretions thereto or any related rights or interests save and except with the consent of the Administrator or as may be required by applicable laws or regulations.

19.9 Each of the Trustee and the Nominee shall act in good faith and with due diligence in respect of all matters relating to the Shares underlying the Awards and the Company.

19.10 Each of the Trustee and the Nominee shall take steps within its respective power to protect the interests in the Shares underlying the Awards, all accretions thereto and all related rights and interests.

20. FORCE MAJEURE

The Trustee shall not be liable or deemed to be in default for any failure or delay in performance of any duty in whole or in part arising out of or caused by circumstances beyond its direct and reasonable control including, without limitation, acts of God; interruption, delay in or loss due to partial or complete failure of electrical power or of computer (hardware or software) or communication services; acts of civil or military authority; sabotage; terrorism, war, pandemic or other government action; civil disturbance or riot; strike or other industrial dispute; national emergency; typhoon or rainstorm affecting the normal conduct of business and/or the provision of commercial services generally; flood, earthquake, fire or other catastrophe; government, judicial or self-regulatory organizational order, rule or regulation; or energy or natural resource difficulty or shortage.

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21. FURTHER ASSURANCE

21.1 If so requested by the Trustee, the Company shall execute such documents necessary for the execution of the matters set out in this Deed.

21.2 The Company further covenants with and undertakes to the Trustee, from time to time upon demand to execute, at the cost of the Company, any document or to do any act or thing which the Trustee may reasonably specify with a view to facilitating the exercise, or the proposed exercise of any of the Trustee’s powers.

21.3 If the Company is notified of a change of address of any Eligible Individual to that previously notified to the Trustee, the Company shall within thirty (30) days of such notification notify the Trustee of the new address.

21.4 If any amendment, variation or modification is made to the Rules, the Company shall within fourteen (14) days of the date on which such amendment, variation or modification is determined notify the Trustee of the same.

22. POWER OF ATTORNEY

The Company irrevocably appoints the Trustee to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents (including any Share transfer forms and other instruments of transfer) and do all things that the Trustee may consider to be requisite for (a) carrying out any obligation imposed on the Company under this Deed or any other document relating to the Trust; or (b) exercising any of the rights conferred on the Trustee by this Deed or any other document relating to the Trust or by law. The Company shall ratify and confirm all things lawfully, properly and reasonably done in good faith and all documents executed by the Trustee in good faith in the exercise of that power of attorney.

23. SEVERABILITY

In case any provision in or obligation under this Deed shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

24. CHANGES TO THIS DEED

This Deed may be supplemented or varied by further agreement in writing between the parties from time to time.

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25. ANNOUNCEMENTS

25.1 Subject to Clause 25.2, no party may make or publicize or distribute any public announcement, communication or circular concerning the transactions referred to in this Deed unless it has first consulted with the other party. Each party agrees to instruct its respective knowledgeable staff to such confidentiality and agrees to hereafter limit disclosure of such information to its/his respective employees and affiliates and to any third parties who have a need to know such information, including each party’s attorneys and accountants.

25.2 Clause 25.1 does not apply to a public announcement, communication or circular required by law, by a governmental authority or other authority with relevant powers to which any party is subject or submits, whether or not the requirement has the force of law, provided that the public announcement, communication or circular shall so far as is practicable be made after consultation with the other party and after taking into account the reasonable requirements of the other party as to its timing, content and manner of making or dispatch.

26. TRUST DEED PREVAILS OVER RULES

To the extent that the provisions of this Deed are inconsistent with the provisions of the Rules (if at all), the provisions of this Deed shall govern the Trustee in connection with the execution of the trusts and powers of this Deed.

27. GOVERNING LAW AND JURISDICTION

27.1 This Deed shall be governed by and construed in accordance with the laws of Hong Kong and the parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.

27.2 Each party irrevocably and unconditionally waives any objection which it may now or hereafter have to the choice of Hong Kong as the venue of any legal action arising out of or relating to this Deed and agrees not to claim that any court thereof is not a convenient or appropriate forum. Each party also agrees that a final judgment against it in any such legal action shall be final and conclusive and may be enforced in any other jurisdiction.

27.3 Each party irrevocably and unconditionally waives any immunity to which it or its property may at any time be or become entitled, whether characterized as sovereign immunity or otherwise, from any set off or legal action in Hong Kong or elsewhere, including immunity from service of process, immunity from jurisdiction of any court or tribunal, and immunity of any of its property from attachment prior to judgment or from execution of a judgment.

[the remainder of this page is intentionally left blank]

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Executed and delivered as a Deed by the parties on the day and year first above written.

THE COMMON SEAL of	)
Full Truck Alliance Co. Ltd.	)
was affixed to this Deed	)
in the presence of:	)

The above signature has been executed in the presence of:

WITNESS:
	Name:
	ID:

THE COMMON SEAL of	)
The Core Trust Company Limited	)
was affixed to this Deed	)
in the presence of:	)

The above signature has been executed in the presence of:

WITNESS:
	Name:
	ID:

THE COMMON SEAL of	)
MASTER QUALITY GROUP LIMITED	)
was affixed to this Deed	)
in the presence of:	)

The above signature has been executed in the presence of:

WITNESS:
	Name:
	ID:

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EX-10.23

Exhibit 10.23

THIS AMENDMENT is executed as a deed on 25 February, 2021 (this “Amendment”) by and between Full Truck Alliance Co. Ltd. (the “Company”), THE CORE TRUST COMPANY LIMITED (匯聚信託有限公司) ( the “Trustee”) and MASTER QUALITY GROUP LIMITED (the “Nominee”, together the Company and the Trustee, the “Parties”).

Reference is made to (i) the trust deed (the “Trust Deed”) made as of December 3, 2018 by and between the Parties, pursuant to which the Trustee shall serve as the trustee for the Trust and the Nominee shall hold Shares underlying the Awards under the Trust; (ii) Settlor Instruction Letter dated 1 July 2020 (the “Instruction Letter”); and (iii) Proxy Appointment and Limited Power of Attorney dated 1 July 2020 (the “PoA”). For purposes of this Amendment, unless defined elsewhere in this Amendment, capitalized terms shall have the meanings specified in the Trust Deed.

In consideration of the promises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:    

1. Clause 5 titled “Voting” in the Trust Deed is hereby replaced in its entirety with the following:

“5. VOTING

To the extent permitted under the Rules and applicable laws and regulations, the voting rights attached to the Shares shall be exercised by the chairman of the Board.”

2. This Amendment shall become effective from the date hereof.

3. Except expressly and specifically amended by this Amendment, the Trust Deed shall remain in full force and effect.

4. Save for Clause 5 of the Trust Deed, the other clauses contained in the Trust Deed shall apply mutatis mutandis to this Amendment.

5. This Amendment shall supersede and replace the instructions as stated in the Instruction Letter and PoA.

[Signature Page Follows]

IN WITNESS WHEREOF, this Deed has been executed and delivered on the date first before written.

THE COMMON SEAL OF	)
Full Truck Alliance Co. Ltd.	)
	)
was affixed to this Deed	)
in the presence of:	)

  The above signature has been executed in the presence of:

Signature of witness:	/s/ Shi Xiao Xiao
Name of witness:	Shi Xiao Xiao

[Signature Page to the Deed of Amendment]

IN WITNESS WHEREOF, this Deed has been executed and delivered on the date first before written.

THE COMMON SEAL OF	)
THE CORE TRUST	)
COMPANY LIMITED	)
was affixed to this Deed	)
in the presence of:	)

  The above signature has been executed in the presence of:

Signature of witness:	/s/ Su Yu Ning
Name of witness:	Su Yu Ning

[Signature Page to the Deed of Amendment]

IN WITNESS WHEREOF, this Deed has been executed and delivered on the date first before written.

THE COMMON SEAL OF	)
MASTER QUALITY GROUP LIMITED	)
	)
was affixed to this Deed	)
in the presence of:	)

  The above signature has been executed in the presence of:

Signature of witness:	/s/ Su Yu Ning
Name of witness:	Su Yu Ning

[Signature Page to the Deed of Amendment]

EX-10.24

Exhibit 10.24

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS OR PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Date of Issuance: April 15, 2021

WARRANT TO PURCHASE SHARES

OF

FULL TRUCK ALLIANCE CO. LTD.

This Warrant (the “Warrant”) certifies that, for value received, Sinopec Capital Co., Ltd. (中国石化集团资本有限公司), a limited liability company incorporated under the laws of People’s Republic of China (the “PRC”) (“Sinopec”, and together with its successor or permitted assigns, the “Holder”) is entitled to purchase, on the terms set forth herein, (i) 104,463,233 series A-16 preferred shares with par value of US$0.00001 per share of Full Truck Alliance Co. Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”) (the “Series A-16 Preferred Shares”; and such number of Series A-16 Preferred Shares, the “Preferred Number”); or (ii) such number of class A ordinary shares with par value of US$0.00001 per share of the Company (the “Class A Ordinary Shares”, together with Series A-16 Preferred Shares as the “Warrant Shares”; and such number of Class A Ordinary Shares, the “Ordinary Number”) that is equal to the number of Class A Ordinary Shares into which the Preferred Number of Series A-16 Preferred Shares would have been converted immediately prior to the initial public offering of the Company (the “IPO”) assuming that such Series A-16 Preferred Shares have been issued prior to the IPO, as the case may be as specified hereinafter.

This Warrant is issued as an integral part of a series of transactions between Sinopec and its Affiliates on the one hand and the Company and/or its Affiliates on the other hand (the “Transaction”). According to such Transaction, Sinopec Marketing Co., Ltd. Sichuan Petroleum Branch (中国石化销售股份有限公司四川石油分公司) (“Sinopec Marketing”), a company established under the laws of the PRC and an Affiliate of the Holder has entered into negotiations with Tianjin Manbang Energy Technology Co., Ltd. (天津满帮能源科技有限公司), a company established under the laws of the PRC and a Subsidiary of the Company, in relation to the purchase and sales of diesel and liquefied natural gas and the refueling by Manbang Energy’s clients in certain oil and gas stations operated by Sinopec Marketing, and they have entered into or are to enter into a Business Collaboration Agreement in connection with such collaboration.

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Capitalized terms used and not defined herein shall have the meanings given to them in the Fifth Amended and Restated Shareholders’ Agreement, entered into by all the shareholders of the Company on November 17, 2020, as may be further amended and restated from time to time (the “Shareholders Agreement”).

1.    Purchase of Shares. Subject to the terms and conditions hereinafter, the Holder shall be obliged to, at a time no later than the Expiration Time, by exercising this Warrant, purchase from the Company, (i) if the exercise of this Warrant occurs prior to the consummation of the IPO, the Preferred Number of Series A-16 Preferred Shares, or (ii) if the exercise of this Warrant occurs upon or after the IPO, the Ordinary Number of Class A Ordinary Shares, in each case subject to adjustment as provided herein at an exercise price per Warrant Share equal to the applicable Exercise Price as provided under Section 2(a) hereof (as adjusted from time to time pursuant to the provisions of this Warrant). For purposes of this Warrant, “Expiration Time” means 5:00 p.m. Beijing time on the date of the earlier of (i) the expiration of one hundred and eighty (180) days after the Date of Issuance; or (ii) the expiration of thirty (30) days after the effective date of the IPO, or such time as may be extended by the Company. For the avoidance of doubt, (i) the Company shall have the sole discretion not to extend the Expiration Time, and the Holder’s right to purchase the Series A-16 Preferred Shares or Class A Ordinary Shares hereunder shall terminate at the Expiration Time; (ii) in case the Company decides to extend the Expiration time of this Warrant, the Holder shall continue to be obliged to exercise this Warrant according to the terms set forth herein before the Expiration Time as extended by the Company.

2.    Obligation to Exercise; Issuance of Certificates; Acknowledgement.

(a)    Exercise Price.

The per share purchase price for the Warrant Shares shall be US$0.57436476 (the “Exercise Price”), which is subject to further adjustments as applicable under Section 4, and the aggregate purchase price shall be US$60,000,000 (the “Aggregate Purchase Price”). In addition, as mutually agreed and confirmed herein, the pre investment valuation for Full Truck Alliance Co. Ltd. is US$11,645,173,466 immediately upon the execution of this Warrant, which is subject to further capital adjustments from time to time.

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(b)    Exercise Period; Issuance of Certificates; Acknowledgement.

(i)This Warrant is exercisable only in whole before the end of the Expiration Time, and shall be exercised by the Holder within ten (10) Business Days or a longer period as agreed by the Company upon the completion by the Holder of the ODI Procedures, with evidence of such completion provided by the Holder (including but not limited to 《境外投资项目备案通知书》,《企业境外投资证书》,《外汇登记凭证》 (the “ODI Documents”)) (the date of such exercise, the “Exercise Date”), provided that, the Warrant shall in no event be exercisable after fifteen (15) Business Days upon the completion by the Holder of the ODI Procedures if the Warrant has not been exercised therebefore. The Holder hereby undertakes to use its commercially best efforts to obtain its ODI Approvals as soon as possible after the execution of this Warrant, and the Company agrees to use its commercially best efforts to provide all necessary assistances to the Holder for obtaining its ODI Approvals. Specifically, the Company and the Holder shall execute and deliver a Share Purchase Agreement in the form attached hereto as Exhibit A (the “SPA”), which is executed only for the filing of ODI Procedures. The Holder and the Company agree that the SPA is for the purpose of filing of ODI Procedures only and notwithstanding any provisions to the contrary in the SPA, the provisions of this Warrant shall prevail over the provisions of the SPA. “ODI Procedures” means the filing with and/or approval by (i) the National Development and Reform Commission of the PRC or its local counterparts, (ii) the Ministry of Commerce of the PRC or its local counterparts, and (iii) the banks authorized by the State of Foreign Exchange in relation to the investment to be made by the Holder to the Company pursuant to exercise of this Warrant (the “Bank Authorization”). The Company agrees that to the extent that by the Expiration Time the Holder has filed application for the Bank Authorization but has not obtained the Bank Authorization, the Company may, at its sole discretion, extend the Expiration Time by a reasonable period of time as determined by the Company in its absolute discretion pursuant to Section 1.

(ii)On the Exercise Date, the Holder shall deliver a duly executed Notice of Exercise, in the form attached hereto as Exhibit B, to the Company (the “Notice of Exercise”). Within ten (10) Business Days following the Exercise Date, the Holder shall wire the aggregate Exercise Price in respect of all the Warrant Shares in immediately available US dollars to the following bank account of the Company:

Account Name:	Full Truck Alliance Co. Ltd.
Bank Code:	006
Branch Code:	391
SWIFT Code:	CITIHKHXXXX
USD Interest Bearing Account:	1087465019
Beneficiary Bank Name:	Citibank N.A. Hong Kong Branch 3 Garden Road, Central, Hong Kong

The Company agrees that the Warrant Shares to be purchased pursuant to the Notice of Exercise shall be and are deemed to be issued to the Holder as the record owner of such shares on the date on which this Warrant, together with a duly executed copy of the Notice of Exercise, has been delivered to the Company.

(iii)In case the Holder exercises this Warrant prior to the IPO, the Holder shall deliver to the Company a duly executed deed of adherence in the form attached hereto as Exhibit C on the Exercise Date. For avoidance of any doubt, in case the Holder exercises this Warrant on or after the IPO, the Holder shall have no special rights other than those rights entitled to by any and all other holders of the then outstanding Class A Ordinary Shares of the Company (including but not limited to the registration rights, if any).

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(iv)Certificates for the Warrant Shares (as unpaid shares), together with any other securities or property to which the Holder is entitled upon such exercise, shall be delivered to the Holder by the Company at the Company’s expense as soon as practicable after the rights represented by this Warrant have been so exercised and in any event within five (5) Business Days following the Exercise Date. Each certificate so delivered shall be in such denominations of the Warrant Shares (as unpaid shares) as may be requested by the Holder hereof and shall be registered in the name of the Holder. For avoidance of doubt, certificates for the Warrant Shares shall include (1) an unexecuted copy of a duly issued share certificate (as unpaid shares) representing the Warrant Shares, and (2) an updated copy of the register of members of the Company reflecting the Holder’s ownership of the Warrant Shares marked as unpaid shares, certified by the registered agent of the Company. After Exercise Date and upon receipt of the Exercise Price paid by the Holder pursuant to Section 2(b)(iii), the Company shall (i) deliver to such Investor a copy of the share certificate signed by a director of the Company, duly completed in the name of the Holder, representing the Warrant Shares (as fully paid shares) subscribed by the Holder, provided that the original share certificate shall be delivered to such Investor within fifteen (15) Business Days after receipt of the Exercise Price paid by the Holder; (2) update the Company’s register of members, duly register the Warrant Shares (as fully paid shares) subscribed by the Holder, in the name of the Holder and deliver a copy of the register of members (certified by the registered agent of the Company) within five (5) Business Days after receipt of the Exercise Price paid by the Holder.

3.    Reservation of Shares. The Company covenants and agrees that all Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant (together with all Class A Ordinary Shares issuable upon conversion of Series A-16 Preferred Shares, in case the Holder exercises this Warrant before the IPO) will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all preemptive rights and similar rights of any shareholder and free of all taxes, liens, charges, other encumbrances or restrictions with respect to the issue thereof. The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of authorized but unissued Series A-16 Preferred Shares (together with the number of Class A Ordinary Shares issuable upon conversion) and Class A Ordinary Shares, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such Warrant Shares shall be issued as provided herein without violation of any applicable law.

4.    Adjustment of Exercise Price. The Exercise Price shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 4.

(a)    Conversion or Redemption of Preferred Shares. If all of the outstanding Preferred Shares of the Company are redeemed or converted into Class A Ordinary Shares, then this Warrant shall automatically become exercisable, still subject to Section 2(b), for that number of Class A Ordinary Shares equal to the number of Class A Ordinary Shares that would have been received if this Warrant had been exercised in full and the Preferred Shares received thereupon had been simultaneously converted into Class A Ordinary Shares immediately prior to such event, and the Exercise Price shall be automatically adjusted to equal the number obtained by dividing (i) the aggregate purchase price of the Warrant Shares for which this Warrant was exercisable immediately prior to such conversion, by (ii) the number of Class A Ordinary Shares for which this Warrant is exercisable immediately after such conversion.

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(b)    Subdivisions, Combinations and Dividends. In the event the Company shall at any time subdivide its outstanding Preferred Shares into a greater number of Preferred Shares or pay a dividend in respect of its outstanding Preferred Shares, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend shall be proportionately reduced and conversely, in the event the outstanding Preferred Shares of the Company shall be combined into a smaller number of Preferred Shares, the Exercise Price in effect immediately prior to such combination shall be proportionately increased.

(c)    Reclassification. If any reclassification of the capital stock of the Company shall be effected in such a way that holders of Preferred Shares shall be entitled to receive stock, securities, or other assets or property, then, as a condition of such reclassification, lawful and adequate provisions shall be made whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the Preferred Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding Preferred Shares immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby. In any reclassification described above, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of Preferred Shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof.

(d)    Notice of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in the number of Preferred Shares purchasable upon the exercise of this Warrant, the Company shall promptly give written notice thereof, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company. The notice shall be signed by a director of the Company and shall state the exercise price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. For the avoidance of doubt, the Company acknowledges that the Holder of this Warrant shall be entitled to the benefit of all adjustments in the number of Class A Ordinary Shares of the Company issuable upon conversion of the Warrant Shares of the Company which occur prior to the exercise of this Warrant including but not limited to any increase in the number of Class A Ordinary Shares issuable upon conversion as a result of a dilutive issuance of capital stock.

5.    Transfers of Warrant. Subject to compliance with the Act or other applicable securities laws and subject to compliance with the same transfer restriction under the Shareholders Agreement, this Warrant and all rights hereunder are transferable or assignable in whole by the Holder (such transferring or assigning holder being a “Transferor”) (i) to any of its Affiliates (the “Affiliate Transferee”) without the prior written consent of the Company, provided, however, that the Holder shall give advance written notice to the Company with respect to a proposed transfer of such Warrant, or (ii) to any third party that is not an Affiliate of the Holder (the “Non-Affiliate Transferee”; together with the Affiliate Transferee, the “Transferee”) with the prior written consent of the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

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6.    Loss or Mutilation of Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the event of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the event of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, shall make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

7.    Covenants of Company.

(a)    No Impairment. The Company will not, by amendment of the Fifth Amended and Restated Memorandum and Articles of Association of the Company, adopted on November 10, 2020 (the “Articles”) or any other agreements or documents or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holder of this Warrant against impairment. Without limiting the generality of the foregoing, the Company (a) will use its commercially best efforts to ensure that the par value of any shares issuable upon the exercise of this Warrant will not be increased above the amount payable therefor upon such exercise, and (b) will take or procure the taking of all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon exercise of this Warrant.

(b)    Further Assurances. The Company agrees to cooperate fully with the Holder and to execute such further instruments, documents and agreements and to give such further written assurances, as may be reasonably requested by the Holder to evidence and reflect the transactions described herein and contemplated hereby, and to carry into effect the intents and purposes of this Warrant. Further, the Company agrees to use its commercially best efforts and endeavors to cooperate with the Holder to make necessary and reasonable amendment, restatement and/or supplement to this Warrant with any process or supervision as may be required by requisite supervision authorities for stated-owned assets, provided that such amendment, restatement and/or supplement shall have no adverse effect on the Company.

(c)    Further Representations and Warranties. Upon the Exercise Date, the Company shall be deemed to make to the Investor the covenants set forth in Section 5 (excluding the covenants set forth in Section 5.3), the covenants set forth in Section 6 (excluding the covenants set forth in Section 6.2) and the representations and warranties set forth in Schedule 3 (the “Representations and Warranties”) of the Share Subscription Agreement dated November 17, 2020 by and among the Company and the investors purchasing the Series A-16 Preferred Shares (the “Series A-16 SSA”), and the Representations and Warranties shall be true and accurate as of the Exercise Date, except as otherwise stated therein or in the Disclosure Letter as attached to the Series A-16 SSA (the “Disclosure Letter”) and except for any aspect of the Company and its Affiliates as of the Exercise Date that has deviated from or otherwise become inconsistent with the Representations and Warranties and the Disclosure Letter but would not have or reasonably be expected to have a Material Adverse Effect (as defined in the Series A-16 SSA).

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8.    No Voting or Dividend Rights. Nothing contained in this Warrant shall be construed as conferring upon the Holder or any of Affiliate thereof the right to vote or to consent to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company with respect to the Warrant Shares. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the Preferred Shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised.

9.    Holder Assurances. The Holder acknowledges, agrees and covenants that, after exercise of this Warrant and in connection with the IPO, the Holder shall:

(a)     unless it has obtained prior written consent of the Company, it will not, and will cause its Affiliates not to, whether directly or indirectly, at any time from now on until the expiry of 180 days of the completion of the IPO, (i) lend, offer, pledge, hypothecate, hedge, grant, sell, make any short sale of, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of or create an encumbrance over, or enter into any other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of , any Warrant Share; (ii) enter into any transactions directly or indirectly, in whole or in part, with the same economic effect as any aforesaid transactions; (iii) publicly announce any intention to enter into any aforesaid transaction; and (iv) agree or announce any intention to enter into or contract to do any aforesaid transactions;

(b)    enter into and deliver to the Company and its underwriters of the IPO a lock-up undertaking and other customary documents, in the ordinary course of IPO, with reasonable terms per the request of the underwriters (or a representative of the underwriters) of the IPO;

(c)    if requested by the Company’s underwriters or by applicable rules and regulations in connection with the IPO, use its commercially best efforts and endeavors to cooperate with the Company, without adversely affecting its rights or privileges in any material respect, to amend, restate and/or supplement this Warrant.

10.    Amendment and Waiver. Subject to the Section 9(c), any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holder. Any amendment or waiver effected in accordance with this Section shall be binding upon the Company and the Holder.

11.    Successors and Assigns. This Warrant shall be binding upon and inure to the benefit of the Company, the Holder and their respective successors.

12.    Notices. Any notice required or permitted pursuant to this Warrant shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below (or at such other address as such party may designate by fifteen (15) days advance written notice to the Company or Holder, as applicable, given in accordance with this Section). Where such notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of sixty hours after the letter containing the same is sent as aforesaid. Where a notice is sent by facsimile, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as provided above.

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If notice to the Company:

Address:     Tianshan SOHO, #2 Building, 16F, 1717 Tianshan Road, Changning District, Shanghai

Tel:                ******

Email:            ******@amh-group.com

Attention:      Cai Chong

If notice to the Holder:

Address:         22nd Floor, World Financial Center East Tower, 1 East 3rd Ring Middle Road, Chaoyang District, Beijing, China

Tel:                ******

Email:            ******@sinopec.com

Attention:       Dan Ye

13.    Attorneys’ Fees. If any action of law or equity is necessary to enforce or interpret the terms of this Warrant, the prevailing party shall be entitled to reimbursement of its reasonable attorneys’ fees, costs and disbursements in addition to any other relief to which it may be entitled.

14.    Headings. The section and subsection headings of this Warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision hereof.

15.    Governing Law. This Warrant is to be construed in accordance with and governed by the laws of the Hong Kong Special Administrative Region without regard to principles of conflict of laws thereunder.

16.    Dispute Resolution.

(a)    Negotiation between Parties. The parties agree to negotiate in good faith to resolve any dispute between them regarding this Warrant. If the negotiations do not resolve the dispute to the reasonable satisfaction of all parties within thirty (30) days, Section 15(b) shall apply.

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(b)    Arbitration. In the event the parties are unable to settle a dispute between them regarding this Warrant in accordance with subsection (a) above, such dispute, including the validity, invalidity, breach or termination of this Warrant, shall be referred to and finally settled by arbitration at the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) then in effect, which rules are deemed to be incorporated by reference into this subsection (b). There shall be three (3) arbitrators. Where there are more than one (1) party to one (1) side of the dispute, the parties whose interests are aligned shall jointly select one (1) arbitrator. The other party to such a dispute shall select one (1) arbitrator. The HKIAC shall select the third arbitrator. The decision of the arbitrators (by rule of majority) shall be final and binding on the parties (including any decision on their fees) and their fees shall be borne and paid by the parties in such proportions as the arbitrators shall determine. To the extent that the HKIAC Rules are in conflict with the provisions of this Section, including the provisions concerning the appointment of the arbitrators, the provisions of this Section shall prevail. Each party to the arbitration shall cooperate with each other party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other party in connection with such arbitral proceedings, subject only to any confidentiality obligations binding on such party. Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal. During the course of the arbitral tribunal’s adjudication of the dispute, this Warrant shall continue to be performed except with respect to the part in dispute and under adjudication.

17.    Interpretation. For all purposes of this Warrant, except as otherwise expressly provided, (i) the term “or” is not exclusive; (ii) the terms defined herein and any capitalized terms used herein without definition shall include the plural as well as the singular, (iii) all references in this Warrant to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Warrant, (iv) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (v) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Warrant as a whole and not to any particular Section or other subdivision, and (vi) “include,” “including,” “are inclusive of” and similar expressions are not expressions of limitation and shall be construed as if followed by the expression “without limitation”.

18.    No Presumption. The parties acknowledge that any applicable law that would require interpretation of any claimed ambiguities in this Warrant against the party that drafted it has no application and is expressly waived. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Warrant, no presumption or burden of proof or persuasion will be implied because this Warrant was prepared by or at the request of any party or its counsel.

19.    Counterparts. This Warrant may be executed in two or more counterparts and may be delivered by electronic PDF or facsimile transmission, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

20.    Severability. If one or more provisions of this Warrant are held to be unenforceable under any applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

21.    Entire Agreement. This Warrant, together with the exhibits hereto and thereto, constitute the entire agreement among the Company and the Holder with respect to the subject matter hereof.

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22.    Saving of Rights. No course of dealing and no failure or delay by the Holder in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Warrant or any other agreement shall waive or impair, or be construed to be a waiver of or an acquiescence in, such or any other power, remedy, discretion, authority or right under this Warrant, or in any manner preclude its additional or future exercise; nor shall the action of the Holder with respect to any default, or any acquiescence by it therein, affect or impair any right, power or remedy of any Holder with respect to any other default.

[The remainder of this page has been intentionally left blank.]

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IN WITNESS WHEREOF, the Company caused this Warrant to be executed by a director thereunto duly authorized.

COMPANY:	Full Truck Alliance Co. Ltd.
	By:	/s/ Hui Zhang
	Name:	Hui Zhang
	Title:	Director

ACCEPTED BY:

Sinopec Capital Co., Ltd. (中国石化集团资本有限公司) (Seal)

By:	/s/ Mingrong Sun
Name:
Title:

Signature Page to Warrant to Purchase Shares

EXHIBIT A

股份认购协议

Share Purchase Agreement

本股份认购协议（以下简称“本协议”）由以下各方于 2021年月日共同签署：

This Share Purchase Agreement (this “Agreement”) is made and entered into on [*], 2021 by and among:

投资人：中国石化集团资本有限公司（以下简称 “中石化资本”）

Investor：Sinopec Capital Co., Ltd. (the “Party A”)

注册地：中国(河北)自由贸易试验区雄安片区容城县雄安市民服务中心企业办公区 C栋第2层215单元

Registered Address：Unit 215, 2nd floor, building C, enterprise office area, xiong’an Civic Service Center, Rongcheng County, xiong’an District, China (Hebei) pilot Free Trade Zone

发行人：Full Truck Alliance Co. Ltd.（中文名“满帮集团”，以下简称“乙方”）

The Company：Full Truck Alliance Co. Ltd. (the “Party B”)

注册地：Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands

Registered Address：Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands

以上各方单独称为“一方”，共同称为“各方”。

Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”.

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甲方和/或其控制的境外关联方（以下简称“认购方”）同意拟以认购乙方发行的一定数量优先股（以下简称“优先股”）的形式投资乙方，乙方同意发行并出售给认购方前述优先股。甲、乙各方经协商一致，就股份认购事宜，达成如下协议：

The Party A and/or its controlled offshore affiliate (the “Purchaser”) intends to invest in the Party B by subscribing and purchasing certain class of Preferred Shares of the Company (the “Preferred Shares”), and the Party B intends to issue and sell such class of Preferred Shares to the Purchaser. After mutual negotiation by the Party A and Party B, parties reach the following agreement on the matter of the share purchase:

一、优先股出售与认购:

Purchase and Sale of Preferred Shares:

1.乙方同意发行并出售合计104,463,233股A-16轮优先股（以下简称“认购股份 ”）给认购方，认购方同意认购前述全部股份。认购方认购数量及认购价格具体如下：

投资人名称	股份类别	股数 （股）		认购价格 （美元）		股权比 例
中石化资本	A-16轮优先股		104,463,233		60,000,000		0.513	%

为免歧义，上述第1条项下新发行的各轮次认购股份享有不劣于乙方所有股东于 2020年11月17日签署的第五次修订及重述的股东协议，以及乙方于 2020年11月10日通过的第五次修订及重述的章程项下相应轮次优先股股东的一切及全部权利。

The Party B agrees to issue and sell an aggregate of 104,463,233 Series A-16 Preferred Shares (the “Purchased Shares”) to the Purchaser, and the Purchaser agree to subscribe for the Purchased Shares. The number and class of Purchased Shares and price of the Purchaser are as follows:

Name of Investor	Class of Shares Purchased	Number of Shares Purchased		Purchase Price (USD)		Percentages
中石化资本	Series A-16 Preferred Shares		104,463,233		60,000,000		0.513	%

For the avoidance of doubt, the rights and privileges attached to the Purchased Shares issued under section 1 hereof shall be no less favorable than the rights and privileges attached to the shares of the corresponding class as provided in the Fifth Amended and Restated Shareholders’ Agreement entered into by all the shareholders of the Company on November 17, 2020 and the Fifth Amended and Restated Memorandum and Articles of Association of the Company adopted on November 10, 2020.

2.认购总价格为60,000,000美元。

The total purchase price is USD60,000,000.

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3.交割：认购方应自取得主管发改委及主管商务部门备案证明文件之日起 3个月（但因银行、外汇业务管理登记系统操作要求等非因认购方原因导致支付延迟的，前述付款日应相应递延）内缴付相应的认购价款。乙方在收到认购方全额支付的认购价款后 5个工作日内（i）更新股东名册以反映认购方在本协议项下之投资；及（ ii）向已全额支付认购价款的认购方出具股票证书。

Closing: The Purchaser shall pay the corresponding purchase price within 3 months from the date of obtaining the filing certificates of the competent development and reform commission and the competent commerce authorities, provided that the payment date shall be extended accordingly if the payment is delayed due to reasons not attributable to the Purchaser, including without limitation reasons attributable to the bank and the operation requirement of the foreign exchange administration and filing system. Party B shall, within 5 business days after receiving the purchase price hereunder in full, (i) update its Register of Members to reflect the Purchaser’s investment made hereunder; and (ii) provide share certificate(s) to the Purchaser who has paid its respective purchase price in full.

二、变更登记手续的办理：

The Share Purchase and Change Registration Formalities:

1.股份认购变更登记手续由乙方负责办理。认购方应配合乙方办理前述变更登记。

Party B shall be responsible for the change registration formalities to reflect the share purchase set forth in section 1. The Purchaser shall cooperate with Party B with respect to the aforementioned process.

2.在本次股份认购过程中发生的过户费等相关费用由各方协商承担。

The share purchase fee and other relevant expenses incurred in the process of share purchase shall be borne by the Parties through negotiation.

三、陈述与保证：

Representations and Warranties:

1.各方系根据其注册地的法律依法设立并有效存续。

The Parties are duly incorporated, organized and validly existing under the Laws of the jurisdiction of its incorporation or organization.

2.各方均拥有签署本协议及其作为参与方的其他交易文件，以及履行本协议项下义务的所有必要权力、授权和行为能力。

The Parties have all requisite power, authority and capacity to enter into this Agreement and the other Transaction Documents to which it is a party, and to perform its obligations hereunder and thereunder.

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四、协议书的变更或解除:

The Change or Termination of the Agreement:

各方经协商一致，可以变更或解除本协议书。经协商变更或解除本协议书的，各方应另签订变更或解除协议书。

The Parties can change or terminate this Agreement by mutual negotiation. The Parties shall reach a written agreement if this Agreement has any change or termination through negotiation.

五、法律适用和争议解决：

Governing Law and Dispute Resolution:

本协议适用香港法律。因本协议引起的或与本协议有关的任何争议应提交香港国际仲裁中心按照其届时有效的仲裁规则进行仲裁解决。

This Agreement shall be governed by and construed under the laws of Hong Kong. Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) when an arbitration notice is submitted in accordance with the HKIAC Rules.

六、违约责任：

Liability for Breach of the Agreement:

本协议一经生效，各方必须自觉履行，任何一方未按协议规定全面履行义务的，应当依照本协议及相关法律的规定承担责任。

Once this Agreement is effective, all the Parties must consciously perform. If any Party who fails to fulfill all the obligations as stipulated in the Agreement, such Party shall take the responsibility in accordance with the provisions of this Agreement and relevant law.

七、生效条件：

Effective Condition:

本协议书经各方当事人签字或盖章后生效。

This Agreement shall come into effect after being signed by all the Parties.

八、其他：

Others:

本协议一式五份，各方当事方各执一份，其余报有关部门存档或审批。

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This Agreement is executed in five copies with a copy for each Party, the rest is submitted to the relevant governmental authorities for filing or approval purpose.

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兹证明，下述签名人已自文首所述日期签署本协议：

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above:

投资人：
Investor ：
中国石化集团资本有限公司（盖章）
授权代表:	/s/ Mingrong Sun
姓名：
职务：

以兹证明，下述签名人已自文首所述日期签署本协议：

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above:

发行人：
The Company：
Full Truck Alliance Co. Ltd.
By:	/s/ Hui Zhang
Name:
Title:

EXHIBIT B

NOTICE OF EXERCISE

To:     Full Truck Alliance Co. Ltd.

The undersigned hereby elects to purchase [*] Series A-16 Preferred Shares [/Class A Ordinary Shares] of Full Truck Alliance Co. Ltd., pursuant to the terms of the attached Warrant to Purchase Preferred Shares of Full Truck Alliance Co. Ltd. (the “Warrant”), with respect to the Warrant Shares (as defined in the Warrant) required under the Warrant accompanies this notice.

The undersigned hereby represents and warrants that the undersigned is acquiring such shares for its own account for investment purposes only, and not for immediate resale or with a view to distribution of such shares or any part thereof.

WARRANT HOLDER:

[the Warrant Holder or its Assignee]

(Seal)

By:

Name:

Title:

Date:                     

Name in which Series A-16 Preferred Shares [/Class A Ordinary Shares] should be registered:

Exhibit B

Exhibit C

Deed of Adherence

This Deed of Adherence (“Deed of Adherence”) is executed by the undersigned (the “Warrant Holder”) pursuant to the terms of that certain Fifth Amended and Restated Shareholders’ Agreement dated as of November 17, 2020 (the “Shareholders Agreement”) by and among Full Truck Alliance Co. Ltd., a Cayman Islands exempted company (the “Company”), certain of its shareholders and certain other parties named thereto, and in consideration of the Shares (as defined below) acquired by the Warrant Holder thereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Shareholders Agreement. By the execution of this Deed of Adherence, the Warrant Holder agrees as follows:

1.    Acknowledgment. The Warrant Holder acknowledges that the Warrant Holder is acquiring [*] Series A-16 Preferred Shares of the Company (the “Shares”) upon exercise of a Warrant issued by the Company on [*], 2021 (the “Warrant”), subject to the terms and conditions of the Warrant.

2.    Agreement. Immediately upon issuance of the Shares, the Warrant Holder (i) agrees that the Shares acquired by the Warrant Holder shall be bound by and subject to the terms of the Shareholders Agreement, and (ii) hereby adopts the Shareholders Agreement with the same force and effect as if the Warrant Holder were originally an Investor thereunder.

3.    Notice. Any notice required or permitted by the Agreement shall be given to the Warrant Holder at the address listed as below.

Attn: Dan Ye

Address: 22nd Floor, World Financial Center East Tower, 1 East 3rd Ring Middle

Road, Chaoyang District, Beijing, China

Tel: ******

Email: ******@sinopec.com

4.    Governing Law. This Deed of Adherence shall be governed in all respects by the laws of the Hong Kong Special Administrative Region without regard to conflicts of law principles.

Exhibit C

IN WITNESS WHEREOF, the undersigned has caused this Deed of Adherence to be duly executed and delivered as of the date first written above.

SIGNED as a DEED by Sinopec Capital Co., Ltd. (中国	)
石化集团资本有限公司)
By
in the presence of:
	)
	)

Name:
	[Name of witness]
Address:

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EX-21.1

Exhibit 21.1

PRINCIPAL SUBSIDIARIES OF THE REGISTRANT

Subsidiaries	Jurisdiction of Incorporation
FTA MOVE LIMITED	British Virgin Islands
Smart Logistics Information Limited	British Virgin Islands
AMH Logistics Infrastructure Co., Ltd.	British Virgin Islands
Lianyun Logistics Infrastructure Co., Ltd.	British Virgin Islands
Lianhe Logistics Infrastructure Co., Ltd.	British Virgin Islands
AMH Lianyun Logistics Infrastructure Co., Ltd.	British Virgin Islands
Lianxin Logistics Infrastructure Co., Ltd.	British Virgin Islands
Lianzhong Logistics Infrastructure Co., Ltd.	British Virgin Islands
Liancang Logistics Infrastructure Co., Ltd.	British Virgin Islands
Full Truck Alliance (HK) Limited	Hong Kong
Lucky Logistics Information Limited	Hong Kong
Smart Energy Services (HK) Limited	Hong Kong
Full Truck Alliance Infrastructure (HK) Limited	Hong Kong
Full Truck Alliance Lianxin Logistics Infrastructure (HK) Limited	Hong Kong
Full Truck Alliance Liancang Logistics Infrastructure (HK) Limited	Hong Kong
Full Truck Alliance Lianzhong Logistics Infrastructure (HK) Limited	Hong Kong
FTA Move International Logistics Information Limited	Hong Kong
Smart Logistics Information (HK) Limited	Hong Kong
Jiangsu Manyun Logistics Information Co., Ltd.*	PRC
Nanjing Yunmanman Investment Co., Ltd.*	PRC
Tianjin Full Truck Alliance Financing Assurance Co., Ltd.*	PRC
Full Truck Alliance Information Consulting Co., Ltd.*	PRC
Guiyang Bang Man Financial Leasing Co., Ltd.*	PRC
Shandong Full Truck Alliance Energy Co., Ltd.*	PRC
Guiyang Full Truck Alliance Lianyun Infrastructure Investment Co., Ltd.*	PRC
Chengdu Full Truck Alliance Supply Chain Management Co., Ltd.*	PRC
Chongqing Manku Supply Chain Management Co., Ltd.*	PRC
Changsha Full Truck Alliance Supply Chain Management Co., Ltd.*	PRC
Shan’en Energy (Dalian) Co., Ltd*	PRC
Nanjing Yunmanman Supply Chain Management Co., Ltd.*	PRC
Tianjin Manyun Financial Leasing Co., Ltd.*	PRC
Tianjin Manyun Commercial Factoring Co., Ltd.*	PRC
Guiyang Bang Bang Assets Auction Co., Ltd.*	PRC
Nanjing Fu Man Chuang Enterprise Management Consultancy Co., Ltd.*	PRC
Tianjin Manyun Network Technology Co., Ltd*	PRC
Consolidated Variable Interest Entity (“VIE”)	Jurisdiction of Incorporation
Guizhou FTA Logistics Technology Co., Ltd.*	PRC
Beijing Yunmanman Techonlogy Co., Ltd.*	PRC
Shanghai Xiwei Information Consulting Co., Ltd.*	PRC

Subsidiaries of the Consolidated VIE	Jurisdiction of Incorporation
Guizhou Huochebang Internet Information Service Co., Ltd.*	PRC
Guiyang Huochebang Technology Co., Ltd.	PRC
Guizhou Huochebang Microfinance Co., Ltd.*	PRC
Jiangsu Manyun Software Technology Limited*	PRC
Tianjin Manyun Software Technology Limited*	PRC
Nanjing Manyun Cold Chain Technology Co., Ltd.	PRC
Chengdu Yunli Technology Co., Ltd.*	PRC
Guiyang Shan’en Insurance Brokerage Co., Ltd.*	PRC
Guizhou Huochebang Logistics Consulting Co., Ltd.*	PRC
GuiZhou Banghuoche Financing Assurance Co., Ltd.*	PRC
Tianjin Full Truck Alliance Energy Technology Co., Ltd.*	PRC
Beijing Huochebang Technology Co., Ltd.*	PRC
Shanghai Jiansheng Management Consulting Co., Ltd.*	PRC
Hebei Xiong’an Blockchain Technology Co., Ltd.*	PRC
Guiyang Huochebang Xinshiqi Technology Co., Ltd.*	PRC
Neimenggu Huochebang Technology Co., Ltd.*	PRC
Sichuan Yundao vehicle sales Co., Ltd.*	PRC
Heilongjiang Huochebang Supply Chain Management Co., Ltd.*	PRC
Hebei Huochebang Logistics Management Co., Ltd.*	PRC
Shanxi Huochebang Supply Chain Management Co., Ltd.*	PRC
Jiangxi Huochebang Supply Chain Management Co., Ltd.*	PRC
Shandong Huochebang Supply Chain Management Co., Ltd.*	PRC
Guangxi Huochebang Supply Chain Management Co., Ltd.*	PRC
Hunan Shan’en Yunmeng Supply Chain Management Co., Ltd.*	PRC
Henan Shan’en Yunmeng Logistics Co., Ltd.*	PRC
Guizhou Huochebang Supply Chain Management Co., Ltd.*	PRC
Chongqing Zhuojie Logistics Service Co., Ltd.*	PRC
Shaanxi Shan’en Yunmeng Logistics Service Co., Ltd.*	PRC
Gansu Huochebang Logistics Management Co., Ltd.*	PRC
Ningxia Shan’en Yunmeng Logistics Service Co., Ltd.*	PRC
Guiyang Shan’en Technology Co., Ltd.*	PRC
Nanjing Manyun Business Information Consultation Co., Ltd.*	PRC
Ningxia Manyun Logistics Co., Ltd.*	PRC
Guangzhou Huitouche Information Technology Co., Ltd.*	PRC
Hainan Manyun Software Technology Co., Ltd*	PRC
Tianjin Shengsheng Huitouche Information Technology Co., Ltd.*	PRC
Taizhou Manlong Software Technology Co., Ltd*	PRC
Jinhua Manfang Information Technology Co., Ltd*	PRC
Neimenggu Shan’en Yunmeng Logistics Service Co., Ltd.*	PRC
Jilin Shan’en Yunmeng Supply Chain Management Co., Ltd.*	PRC

* The English name of this subsidiary, consolidated VIE or subsidiary of consolidated VIE, as applicable, has been translated from its Chinese name.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our report dated May 27, 2021, relating to the financial statements of Full Truck Alliance Co. Ltd. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Shanghai, China

May 27, 2021

EX-23.4

Exhibit 23.4

Date: February 11, 2021

Full Truck Alliance Co. Ltd.

Wanbo R&D Park, 20 Fengxin Road

Yuhuatai District, Nanjing

Jiangsu 210012

People’s Republic of China

Re: Full Truck Alliance Co. Ltd.

Ladies and Gentlemen,

We, China Insights Industry Consultancy Limited, understand that Full Truck Alliance Co. Ltd. (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with its proposed initial public offering (the “Proposed IPO”).

We hereby consent to the use of and references to our name and the inclusion of information, data and statements from our research reports and amendments thereto (collectively, the “CIC Reports”), and any subsequent amendments to the CIC Reports, as well as the citation of our research reports and amendments thereto, (i) in the Registration Statement and any amendments thereto, (ii) in any written correspondence with the SEC, (iii) in any other future filings with the SEC by the Company, including, without limitation, filings on Form 20-F, Form 6-K and other SEC filings (collectively, the “SEC Filings”), (iv) in institutional and retail roadshows and other activities in connection with the Proposed IPO, (v) on the websites of the Company and its subsidiaries and affiliates, and (vi) in other publicity materials in connection with the Proposed IPO.

We further hereby consent to the filing of this consent letter as an exhibit to the Registration Statement and any amendments thereto and as an exhibit to any other SEC Filings

Yours faithfully

For and on behalf of

China Insights Industry Consultancy Limited
/s/ Lisa Feng
Name:	Lisa Feng
Title:	Partner

EX-99.1

Exhibit 99.1

CODE OF BUSINESS CONDUCT AND ETHICS

OF FULL TRUCK ALLIANCE CO. LTD.

INTRODUCTION

Full Truck Alliance Co. Ltd. and its consolidated subsidiaries (collectively the “Company”) are committed to conducting their business in accordance with all applicable laws and the highest standards of business ethics. This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of the Company. In general, employees should strive to comply with the law and conduct business honestly, fairly and in the best interests of the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, we adhere to these higher standards.

This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis. We refer to these persons as our “employees.” We also refer to our Chairman, Chief Executive Officer, Chief Financial Officer, our other executives and any other persons who perform similar functions for the Company as “executive officers.”

It is the Company’s policy that any employee who violates this Code will be subject to discipline, which may include termination of employment. If your conduct as an employee of the Company does not comply with the law or with this Code, there may be serious, adverse consequences for both you and the Company.

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feel uncomfortable about a situation or know of or suspect a violation of this Code, seek help. We encourage you to contact your supervisor first. If you do not feel comfortable contacting your supervisor, contact the compliance officer (the “Compliance Officer”) of the Company, who shall be a person appointed by the Board of Directors of the Company (the “Board”). If you have any questions regarding the Code or would like to report any violation of the Code, please call or e-mail the Compliance Officer. Any questions or violations of the Code involving an executive officer should be directed or reported to any of the independent director on our Board or the members of the appropriate committee of our Board, and any such questions or violations will be reviewed directly by the Board or the appropriate committee of the Board.

Reporting Violations of the Code

Employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code will not be considered an act of disloyalty, but an effort to safeguard the reputation and integrity of the Company and its employees.

All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the greatest extent consistent with the law and the Company’s need to investigate your concern.

Policy Against Retaliation

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation may be subject to disciplinary actions, including termination of employment.

Waivers of the Code

Waivers of this Code may be made only by the Board or the appropriate committee of the Board and will be promptly disclosed to the public as required by law or the rules of the New York Stock Exchange. Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances.

COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES

Employees have an obligation to comply with all laws, rules and regulations applicable to the Company’s operations. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Compliance Officer.

Failure to comply with applicable laws and regulations can result in civil and criminal liability against you and the Company, as well as disciplinary action by the Company against you, including termination of employment. You should contact the Compliance Officer if you have any questions about the laws, regulations and policies that may apply to you.

The Foreign Corrupt Practices Act

The U.S. Foreign Corrupt Practices Act (the “FCPA”) prohibits the Company and its employees and agents from offering, promising or giving, directly or indirectly, money or any other item of value to win or retain business or to influence any act or decision of any governmental official (including employees of any state-owned or state-controlled entities), political party, candidate for political office or official of a public international organization. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA by employees and agents is a crime that can subject the Company (including any U.S. citizen or green card-holding employees) to severe fines and criminal penalties. Any violations shall result in appropriate disciplinary action by the Company, including termination of employment.

Health and Safety

The Company is committed not only to complying with all relevant health and safety laws, but also to conducting business in a manner that protects the safety of its employees. Employees are required to comply with all applicable health and safety laws, regulations and policies relevant to their jobs. If you have any concerns about unsafe conditions or tasks that present a risk of injury to you, please report these concerns immediately to your supervisor or the Human Resources Department.

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Employment Practices

The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary of our employment policies and procedures. Copies of our detailed policies are available from the Human Resources Department. Employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedom of association, privacy and collective bargaining. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability against you and the Company as well as disciplinary action by the Company against you, including termination of employment. You should contact the Compliance Officer or the Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.

CONFLICTS OF INTEREST

A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively.

It is difficult to list all of the ways in which a conflict of interest may arise. However, in general, the following may create conflicts of interest:

• Outside Employment. No employee may be concurrently employed by, serve as a director of, trustee for or provide any services not in his or her capacity as an employee to any entity, whether for-profit or non-profit, that is a material customer, financial institution, service provider, supplier or competitor of the Company or any entity whose interests would reasonably be expected to conflict with the Company.

• Financial Interests. No employee should have a significant financial interest (ownership or otherwise) in any company that is a material customer, financial institution, service provider, supplier or competitor of the Company or any entity whose interests would reasonably be expected to conflict with the Company. A “significant financial interest” means (i) ownership of greater than 1% of the equity of a material customer, financial institution, service provider, supplier or competitor or (ii) an investment in a material customer, financial institution, service provider, supplier or competitor that represents more than 5% of the total assets of the employee.

• Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, financial institution, service provider, supplier or competitor of the Company. This guideline does not prohibit arm’s length transactions with recognized online financial services providers, banks or other financial institutions.

• Family Situations. The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.

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Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of your family” include your spouse, brothers, sisters and parents, in-laws and children.

For purposes of this Code, a company is a “material” customer if the company has made payments to the Company in the past year in excess of US$100,000 or 10% of the customer’s gross revenues, whichever is greater. A company is “material” financial institution if the company has funded more than 10% of the aggregate principal amount of the financing transactions facilitated by the Company in the past year. A company is a “material” service provider or supplier if the company has received payments from the Company in the past year in excess of US$100,000 or 10% of the service provider or supplier’s gross revenues, whichever is greater. A company is a “material” competitor if the company competes in the Company’s line of business and has annual gross revenues from such line of business in excess of US$500,000. If you are uncertain whether a particular company is a material customer, financial institution, service provider, supplier or competitor, please contact the Compliance Officer for assistance.

Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that could reasonably be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board or the appropriate committee of the Board and will be promptly disclosed to the public to the extent required by law.

CORPORATE OPPORTUNITIES

As an employee of the Company, you have an obligation to advance the Company’s interests when the opportunity to do so arises. If you discover or are presented with a business opportunity that is in the Company’s line of business through the use of corporate property or corporate information or because of your position at the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. Employees may not use corporate property or corporate information or their positions with the Company in any way that may deprive the Company of any benefit or subject it to any harm.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. Once the Company grants you permission, you may pursue the business opportunity on the same terms and conditions as those originally offered to the Company and to the extent that it is consistent with other ethical guidelines set forth in the Code.

CORPORATE ASSETS AND CONFIDENTIAL INFORMATION

Employees have a duty to protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The Company’s files, computers, networks, software, phone system and other business resources are provided for business use only and they are the exclusive property of the Company. The use of the Company’s funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited. All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while working at the Company, shall be property of the Company.

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To ensure the protection and proper use of the Company’s assets, employees should exercise reasonable care to prevent theft, damage or misuse of Company property. In the event of actual or suspected theft, damage or misuse of Company’s property, employees should report such activities directly to a supervisor.

Employees should be aware that Company’s property includes all data and communications transmitted or received by, or contained in, the Company’s electronic or telephonic systems. The Company’s property also includes all written communications. Employees and other users of the Company’s property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communications. These communications may also be subject to disclosure to law enforcement or government officials.

Safeguarding Confidential Information and Intellectual Property

Employees have access to a variety of confidential information while employed by the Company. Confidential information includes all non-public information that might be of use to competitors, or, if disclosed, harmful to the Company or its customers, financial institutions, service providers or suppliers. Every employee has a duty to respect and safeguard the confidentiality of the Company’s information and the information of our customer, financial institution, service provider and supplier, except when disclosure is authorized by the Company or legally mandated. An employee’s obligation to protect confidential information continues after he or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company, its customers, financial institutions, service providers or suppliers and could result in legal liability to you and the Company.

Employees also have a duty to protect the Company’s intellectual property and other business assets. The intellectual property, business systems and the security of the Company property are critical to the Company.

Any questions or concerns regarding whether disclosure of the Company’s information is legally mandated should be promptly directed to the Compliance Officer.

Care must be taken to safeguard and protect confidential information and Company property. Accordingly, the following measures should be adhered to:

• The Company’s employees should prevent the inadvertent disclosure of confidential information during or after working hours. For example, documents or electronic devices containing confidential information should be stored in a secure location. Also, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes, trains, taxis, and buses) should be conducted so as to prevent disclosure to unauthorized persons.

• Within the Company’s offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.

• Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives including those living in the same household as an employee.

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• Employees should only access, use and disclose the confidential information to the extent that it is necessary for performing their duties. They should only disclose confidential information to other employees or business partners to the extent that it is necessary for such employees or business partners to perform their duties on behalf of the Company.

COMPETITION AND FAIR DEALING

Employees are obligated to deal fairly with fellow employees and with the Company’s customers, financial institutions, service providers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or any other unfair practice.

Relationships with Customers

Our business success depends on fostering long-term customer relationships. The Company is committed to dealing with customers fairly, honestly and with integrity. Specifically, you should adhere to the following guidelines:

• Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should not deliberately misrepresent information to customers.

• Information we obtain from customers should be treated with strict confidence and can only be shared with other parties after receiving consents from the relevant customers or pursuant to applicable laws or regulations.

Relationships with Financial Institutions

The Company is committed to dealing with financial institutions fairly, honestly and with integrity. Employees should not deliberately misrepresent information to financial institutions.

Relationships with Service Providers and Suppliers

The Company deals fairly and honestly with its service providers and suppliers. This means that our relationships with service providers and suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with service providers or suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a service provider or supplier or potential service provider or supplier that might compromise, or appear to compromise, their objective assessment of the service provider’s services and prices or supplier’s products and prices. Employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. Please see “Gifts and Entertainment” below for additional guidelines in this area.

Relationships with Competitors

The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would be contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation or misuse of a competitor’s confidential information or making false statements about the competitor’s business and business practices.

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GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to foster relationships with business partners. However, gifts and entertainment should not compromise, or appear to compromise, your ability to make unbiased business decisions.

It is your responsibility to use good judgment in this area. As a general rule, you may exchange gifts with customers, financial institutions, service providers or suppliers only if such gifts would not be viewed as an inducement or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for on expense reports. The following specific examples may be helpful:

• Meals and Entertainment. You may occasionally accept or give meals, refreshments or other entertainment if:

• The items are a reasonable value;

• The purpose of the meeting or attendance at the event is related to the Company’s business; and

• The expenses would be paid by the Company as a reasonable business expense if not paid for by another party.

• Advertising and Promotional Materials. You may occasionally accept or give advertising or promotional materials of nominal value.

• Personal Gifts. You may accept or give personal gifts of reasonable value that are related to recognized special occasions such as a graduation, promotion, new job, wedding, retirement or a holiday. A gift is also acceptable if it is based on a family or personal relationship and unrelated to the business involved between the individuals.

• Gifts Rewarding Accomplishments. You may accept a gift from a civic, charitable or religious organization specifically related to your accomplishments.

You must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. See “The Foreign Corrupt Practices Act” above for a more detailed discussion of our policies regarding giving or receiving gifts related to business transactions.

You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Compliance Officer, who may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the Compliance Officer for additional guidance.

COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decision-making and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

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All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds, payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding and complying with our record-keeping policy.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

As a public company we are subject to various securities laws, regulations and reporting obligations. These laws, regulations and obligations and our policies require the disclosure of accurate and complete information regarding the Company’s business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to financial results that seem inconsistent with the performance of the underlying business, transactions that do not seem to have an obvious business purpose and requests to circumvent ordinary review and approval procedures. Employees with information relating to questionable accounting or auditing matters may also confidentially, or anonymously, submit the information in writing to the Company’s audit committee of the Board.

It is essential that the Company’s financial records, including all filings with the Securities and Exchange Commission (“SEC”), be accurate and timely. Accordingly, in addition to adhering to the conflict of interest policy and other policies and guidelines in this Code, the executive officers and other principal financial officers must take special care to exhibit integrity at all times and to instill this value within their organizations. In particular, these senior officers must ensure that they abide by all public disclosure requirements by providing full, fair, accurate, timely and understandable disclosures, and that they comply with all other applicable laws and regulations. The executive officers and other principal financial officers must also understand and strictly comply with generally accepted accounting principles in the U.S. and all standards, laws and regulations for accounting and financial reporting of transactions, estimates and forecasts.

In addition, U.S. federal securities laws require the Company to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading or incomplete statement to an accountant in connection with an audit or any filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors and other persons with access to the Company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include, but are not limited to, those actions taken to coerce, manipulate, mislead or inappropriately influence an auditor to:

• issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

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• not perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;

• withdraw an issued report; or

• not communicate matters to the Company’s audit committee of the Board.

PROHIBITION OF INSIDER TRADING

The Company has an insider trading policy, which may be obtained from the Compliance Officer. The following is a summary of some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.

Employees are prohibited from trading in shares or other securities of the Company while in possession of material, nonpublic information about the Company. Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees. Therefore, employees must use discretion when discussing work with friends or family members as well as other employees. In addition, employees are prohibited from recommending, “tipping” or suggesting that anyone else buy or sell shares or other securities of the Company on the basis of material, nonpublic information. Employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in shares or securities of the other company while in possession of such information or “tipping” others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, including termination of employment.

Information is “non-public” if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is “material” if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should be considered material. Examples of information that is generally considered “material” include:

• Financial results or forecasts, or any information that indicates the Company’s financial results may exceed or fall short of forecasts or expectations;

• Important new products or services;

• Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

• Possible management changes or changes of control;

• Pending or contemplated public or private sales of debt or equity securities;

• Engagement or loss of a significant business partner or contract;

• Significant write-offs;

• Initiation or settlement of significant litigation; and

• Changes in the Company’s auditors or a notification from its auditors that the Company may no longer rely on the auditor’s report.

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The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Company’s securities should be promptly brought to the attention of the Compliance Officer.

PUBLIC COMMUNICATIONS AND PREVENTION OF SELECTIVE DISCLOSURE

The Company places a high value on its credibility and reputation in the community. What is written or said about the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (e.g., media, analysts), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive financial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Company should be directed to the Company’s Investor Relations Department. The Investor Relations Department will work with you and the appropriate personnel to evaluate and coordinate a response to the request.

Prevention of Selective Disclosure

Preventing selective disclosure is necessary to comply with U.S. securities laws and to preserve the reputation and integrity of the Company as well as that of all persons affiliated with it. “Selective disclosure” occurs when any person provides potentially market-moving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crime under U.S. law and the penalties for violating the law are severe.

The following guidelines have been established to avoid improper selective disclosure. Every employee is required to follow these procedures:

• All contact by the Company with investment analysts, the press and/or members of the media shall be made through the chairman, the chief executive officer, chief financial officer or persons designated by them (collectively, the “Media Contacts”).

• Other than the Media Contacts, no officer, director or employee shall provide any potentially market-moving information regarding the Company or its business to any investment analyst or member of the press or media.

• All inquiries from persons such as industry analysts or members of the media about the Company or its business should be directed to a Media Contact. All presentations to the investment community regarding the Company will be made by us under the direction of a Media Contact.

• Other than the Media Contacts, any employee who is asked a question regarding the Company or its business by a member of the press or media shall respond with “No comment” and forward the inquiry to a Media Contact.

These procedures do not apply to the routine process of making previously released information regarding the Company available upon inquiries made by investors, investment analysts and members of the media.

Please contact the Compliance Officer if you have any questions about the scope or application of the Company’s policies regarding selective disclosure.

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ENVIRONMENT

Employees should strive to conserve resources and reduce waste and emissions through recycling and other conservation measures. You have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result in a discharge or emission of hazardous materials.

HARASSMENT AND DISCRIMINATION

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, without discrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or any other characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, non-supervisory personnel or non-employees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display of sexually suggestive objects or pictures.

If you have any complaints about discrimination or harassment, report such conduct to your supervisor or the Human Resources Department. All complaints will be treated with sensitivity and discretion. Your supervisor, the Human Resources Department and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company’s need to investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action, which may include disciplinary action against the perpetrator such as termination of employment. The Company strictly prohibits retaliation against an employee who files a complaint in good faith.

Any manager who has reason to believe that an employee has been the victim of harassment or discrimination or who receives a report of alleged harassment or discrimination is required to report it to the Human Resources Department immediately.

CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Compliance Officer. We expect all employees to adhere to these standards.

This Code of Business Conduct and Ethics, as applied to the Company’s executive officers, shall be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

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EX-99.2

Exhibit 99.2

May 27, 2021

To: Full Truck Alliance Co. Ltd.

Wanbo Science and Technology Park, 20 Fengxin Road

Yuhuatai District, Nanjing

Jiangsu 210012

People’s Republic of China

No. 123 Kaifa Avenue

Economic and Technical Development Zone, Guiyang

Guizhou 550009

People’s Republic of China

Dear Sirs or Madams,

This opinion on the laws of the People’s Republic of China (“PRC” which, for the purposes of this opinion, excludes the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan) is presented by CM Law Firm (“us” or “we”).

We are qualified lawyers of PRC and as such are qualified to issue this opinion on the laws and regulations of the PRC. We have acted as the PRC counsel to Full Truck Alliance Co. Ltd., a corporation organized under the laws of the Cayman Islands (the “Company”) in connection with (i) the proposed initial public offering (the “Offering”) of a certain number of American depositary shares (the “ADSs”), each ADS representing a certain number of ordinary shares of the Company, par value US$0.00001 per share (the “Ordinary Shares”), as set forth in the Company’s registration statement on Form F-1, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended) in relation to the Offering, and (ii) the Company’s proposed listing of the ADSs on the New York Stock Exchange.

In rendering this opinion, we have reviewed or examined copies of the Registration Statement and other documents as we have considered necessary or advisable for the purpose of rendering this opinion, including but not limited to originals or copies of the due diligence documents provided to us by the Company and the PRC Companies (as defined below) and such other documents, corporate records and certificates issued by the Governmental Agencies (as defined below) (collectively, the “Documents”). Where certain facts were not independently established and verified by us, we have relied upon certificates or statements issued or made by competent Governmental Agencies or appropriate representatives of the Company or the PRC Companies.

In rendering this opinion, we have assumed without independent investigation that (the “Assumptions”):

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(i) that each of the Documents is legal, valid, binding and enforceable in accordance with their respective governing laws (other than PRC Laws) in any and all respects;

(ii) that the Documents that were presented to us up to the date of this legal opinion remain in full force and effect on the date of this opinion and have not been revoked, amended or supplemented, and no amendments, revisions, supplements, modifications or other changes have been made, and no revocation or termination has occurred, with respect to any of the Documents after they were submitted to us for the purposes of this legal opinion;

(iii) that all Documents submitted to us as originals are authentic and that all Documents submitted to us as copies conform to their authentic originals;

(iv) that all Documents have been validly authorized, executed and delivered by all of the parties thereto (other than the PRC Companies) and such parties (other than the PRC Companies) to the Documents have full power and authority to enter into, and have duly executed and delivered such Documents to which it is a party (other than the PRC Companies) in accordance with the laws of its jurisdiction of organization or incorporation or the laws to which it/she/he is subject;

(v) that the signatures, seals and chops on the Documents submitted to us are genuine, and each signature on behalf of a party thereto is that of a person duly authorized by such party to execute the same;

(vi) that each of the parties (other than the PRC Companies) to the Documents is duly organized and validly existing under the laws of its jurisdiction of organization and/or incorporation, and has been duly approved and authorized where applicable by the competent Governmental Agencies of the relevant jurisdiction to carry on its business and to perform its obligations under the Documents to which it is a party;

(vii) that all factual information provided to us is correct, complete and accurate and that all factual matters in each of the covenants, representations and warranties in the representation letter or other similar documents are and remain accurate and true in all respects;

(viii) that the laws of jurisdictions other than the PRC which may be applicable to the execution, delivery, performance or enforcement of the Documents are complied with;

Our opinion is limited to the PRC Laws of general application on the date hereof. We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions on any laws other than the laws of the PRC and accordingly express no legal opinion herein on any laws of any jurisdiction other than the PRC.

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If any evidence comes to light that would indicate any of the Documents or materials referred to is incomplete, inaccurate or defective or if any of the assumptions upon which this opinion are based prove to be incorrect, we reserve the right to revise any relevant expression or conclusion contained in this opinion and/or issue a supplementary legal opinion, interpretation or revision to this opinion according to further certified facts as of that date.

A.    Definitions

In addition to the terms defined in the context of this opinion, the following capitalized terms used in this opinion shall have the meanings ascribed to them as follows.

“CSRC”	means the China Securities Regulatory Commission.
“FTA Information”	means Full Truck Alliance Information Consulting Co., Ltd. (满帮信息咨询有限公司).
“Governmental Agency”	means any national, provincial or local governmental, regulatory or administrative authority, agency or commission in the PRC, or any court or arbitral body in the PRC.
“Jiangsu Manyun”	means Jiangsu Manyun Logistics Information Co., Ltd. (江苏满运物流信息有限公司).
“M&A Rules”	means the Provisions on Merging and Acquiring Domestic Enterprises by Foreign Investors, which was promulgated by six Governmental Agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce (predecessor of the State Administration for Market Regulation), the CSRC, and the SAFE, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009.
“PRC Companies”	means, collectively, all entities listed in Appendix A hereof, and each, a “PRC Company”.
“PRC Laws”	means all applicable national, provincial and local laws, regulations, rules, notices, orders, decrees and judicial interpretations of the PRC currently in effect and publicly available on the date of this opinion.
PRC Operating Entities	means PRC Subsidiaries listed in Appendix B-1 hereof, and each, a “PRC Operating Entity”.
“Prospectus”	has the meaning as defined in the Underwriting Agreement.
“SAFE”	means the State Administration of Foreign Exchange of the PRC.
“WFOEs”	Means PRC Subsidiaries listed in Appendix B-2 hereof, and each, a “WFOE”.
“VIE Agreements”	means the documents as set forth in Appendix C hereto.

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B. Opinions

Based on our review of the Documents and subject to the Assumptions and the Qualifications (as defined below), we are of the opinion that:

(1) Corporate Structure. The descriptions of the corporate structure and contractual arrangements of the Jiangsu Manyun, FTA Information and PRC Operating Entities, respectively, as set forth in the Registration Statement under the captions “Prospectus Summary” and “Our History and Corporate Structure” are true and accurate in all material respects and nothing has been omitted from such description which would make it misleading in any material respect. The corporate structure of the Company (including the ownership structure of the Company and each of the PRC Companies, individually or in the aggregate), both currently and immediately after giving effect to the Offering, do not and will not violate any applicable PRC Laws. Each of the VIE Agreements and the contractual arrangements contemplated thereunder, both currently and immediately after giving effect to the Offering, is valid and binding, and enforceable in accordance with its terms and applicable PRC Laws, and does not and will not violate any applicable PRC Laws immediately after giving effect to the Offering. However, there are substantial uncertainties regarding the interpretation and application of PRC Laws, and there can be no assurance that the PRC government will ultimately take a view that is consistent with our opinion stated above.

(2) M&A Rule. Based on our understanding of the explicit provisions of the PRC Laws as of the date hereof, given that (a) WFOEs were established by means of direct investment rather than by a merger with or an acquisition of any PRC domestic companies as defined under the M&A Rule; (b) no explicit provision in the M&A Rules classifies the respective contractual arrangements among Jiangsu Manyun, FTA Information, PRC Operating Entities and their respective shareholders as a type of acquisition transaction falling under the M&A Rule, (c) the CSRC currently has not issued any definitive rule or interpretation concerning whether the Offerings are subject to the M&A Rules; and we are of the opinion that M&A Rule and related regulations do not require that the Company obtain prior CSRC approval for the listing and trading of the ADSs on the New York Stock Exchange. However, there are substantial uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and our opinions stated above are subject to any new PRC Laws or detailed implementations and interpretations in any form relating to the M&A Rules, and there can be no assurance that the PRC government will ultimately take a view that is consistent with our opinion stated above.

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(3) Enforceability of Civil Procedures. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands.

(4) Taxation. The statements set forth in the Registration Statement under the caption “Taxation - People’s Republic of China Taxation” with respect to the PRC tax laws and regulations, constitute true and accurate descriptions of the matters described therein in all material aspects, and constitute our opinion to the material tax consequences of an investment in the ADSs under the PRC Laws.

(5) PRC Laws. The statements in the Registration Statement, under the sections entitled “Prospectus Summary”, “Risk Factors”, “Dividend Policy” “Enforcement of Civil Liabilities”, “Our History and Corporate Structure”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Taxation-PRC”, “Business”, “Related Party Transactions”, “Regulations” and “Taxation—People’s Republic of China Taxation”, to the extent that they describe or summarize matters of PRC Laws, are true and accurate in all material respects, and fairly present or fairly summarize in all material respects the PRC legal and regulatory matters, VIE Agreements or proceedings referred to therein, and nothing has been omitted from such statements which would make the statements, in light of the circumstance under which they were made, misleading in any material respect.

Our opinion expressed above is subject to the following qualifications (the “Qualifications”):

(a) Our opinion is limited to the PRC laws of general application on the date hereof. For the purpose of this opinion only, the PRC or China shall not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region or Taiwan. We have made no investigation of, and do not express or imply any views on, the laws of any jurisdiction other than the PRC.

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(b) The PRC Laws referred to herein are laws and regulations publicly available and currently in force on the date hereof and there is no guarantee that any of such laws and regulations, or the interpretation or enforcement thereof, will not be changed, amended or revoked in the future with or without retrospective effect.

(c) Our opinion is subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, social ethics, national security, good faith, fair dealing, and applicable statutes of limitation, (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercionary or concealing illegal intentions with a lawful form, (iii) judicial discretion with respect to the availability of specific performance, injunctive relief, remedies or defenses, or calculation of damages, and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

(d) This opinion is issued based on our understanding of the current PRC Laws. For matters not explicitly provided under the current PRC Laws, the interpretation, implementation and application of the specific requirements under PRC Laws are subject to the final discretion of competent PRC legislative, administrative and judicial authorities, and there can be no assurance that the Government Agencies will ultimately take a view that is not contrary to our opinion stated above.

(e) We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the PRC Companies and PRC government officials.

(f) As used in this opinion, the expression “to the best of our knowledge after due inquiry” or similar language with reference to matters of fact refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company in connection with the Offering and the transactions contemplated thereby after reasonable investigation and inquiry. We may rely, as to matters of fact (but not as to legal conclusions), to the extent we deem proper, on certificates and confirmations of responsible officers of the PRC Companies and Governmental Agencies.

This opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.

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We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Yours faithfully,

/s/ CM Law Firm

CM Law Firm

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Appendix A

List of PRC Companies

#	Name
1.	江苏满运物流信息有限公司 Jiangsu Manyun Logistics Information Co., Ltd.
2.	南京运满满投资有限公司 Nanjing Yunmanman Investment Co., Ltd.
3.	天津满帮融资担保有限公司 Tianjin Full Truck Alliance Financing Assurance Co., Ltd.
4.	满帮信息咨询有限公司 Full Truck Alliance Information Consulting Co., Ltd.
5.	贵州满帮物流科技有限公司 Guizhou FTA Logistics Technology Co., Ltd.
6.	贵阳帮满融资租赁有限公司 Guiyang Bang Man Financial Leasing Co., Ltd.
7.	山东满帮能源有限公司 Shandong Full Truck Alliance Energy Co., Ltd.
8.	贵阳满帮联云基础设施投资有限公司 Guiyang Full Truck Alliance Lianyun Infrastructure Investment Co., Ltd.
9.	成都满帮供应链管理有限公司 Chengdu Full Truck Alliance Supply Chain Management Co., Ltd.
10.	重庆满库供应链管理有限公司 Chongqing Manku Supply Chain Management Co., Ltd.
11.	长沙满帮供应链管理有限公司 Changsha Full Truck Alliance Supply Chain Management Co., Ltd.
12.	山恩能源（大连）有限公司 Shan’en Energy (Dalian) Co., Ltd
13.	南京运满满供应链管理有限公司 Nanjing Yunmanman Supply Chain Management Co., Ltd.
14.	天津满运融资租赁有限公司 Tianjin Manyun Financial Leasing Co., Ltd.
15.	天津满运商业保理有限公司 Tianjin Manyun Commercial Factoring Co., Ltd.
16.	贵阳帮帮资产拍卖有限公司 Guiyang Bang Bang Assets Auction Co., Ltd.
17.	南京赋满创企业管理咨询有限公司 Nanjing Fu Man Chuang Enterprise Management Consultancy Co., Ltd.
18.	天津满运网络科技有限公司 Tianjin Manyun Network Technology Co., Ltd
19.	贵阳货车帮科技有限公司 Guiyang Huochebang Technology Co., Ltd.

Appendix A

20.	北京运满满科技有限公司 Beijing Yunmanman Technology Co., Ltd.
21.	上海细微信息咨询有限公司 Shanghai Xiwei Information Consulting Co., Ltd.
22.	贵州货车帮网络信息服务有限公司 Guizhou Huochebang Internet Information Service Co., Ltd.
23.	贵州货车帮小额贷款有限公司 Guizhou Huochebang Microfinance Co., Ltd.
24.	江苏满运软件科技有限公司 Jiangsu Full Truck Alliance Software Technology Co., Ltd.
25.	天津满运软件科技有限公司 Tianjin Full Truck Alliance Software Technology Co., Ltd.
26.	成都运力科技有限公司 Chengdu Yunli Technology Co., Ltd.
27.	贵阳山恩保险经纪有限公司 Guiyang Shan’en Insurance Brokerage Co., Ltd.
28.	贵州货车帮物流咨询有限公司 Guizhou Huochebang Logistics Consulting Co., Ltd.
29.	贵州帮货车融资担保有限公司 GuiZhou Bang Huo Che Financing Assurance Co., Ltd.
30.	天津满帮能源科技有限公司 Tianjin Full Truck Alliance Energy Technology Co., Ltd.
31.	北京货车帮科技有限公司 Beijing Huochebang Technology Co., Ltd.
32.	上海建声企业管理咨询有限公司 Shanghai Jiansheng Management Consulting Co., Ltd.
33.	河北雄安链接科技有限公司 Hebei Xiong’an Blockchain Technology Co., Ltd.
34.	贵阳货车帮新石器科技有限公司 Guiyang Huochebang Xinshiqi Technology Co., Ltd.
35.	黑龙江货车帮供应链管理有限公司 Heilongjiang Huochebang Supply Chain Management Co., Ltd.
36.	河北货车帮物流管理有限公司 Hebei Huochebang Logistics Management Co., Ltd.
37.	山西货车帮供应链管理有限公司 Shanxi Huochebang Supply Chain Management Co., Ltd.
38.	江西货车帮供应链管理有限公司 Jiangxi Huochebang Supply Chain Management Co., Ltd.
39.	山东货车帮供应链管理有限公司 Shandong Huochebang Supply Chain Management Co., Ltd.
40.	广西货车帮供应链管理有限公司 Guangxi Huochebang Supply Chain Management Co., Ltd.
41.	湖南山恩运盟供应链管理有限公司 Hunan Shan’en Yunmeng Supply Chain Management Co., Ltd.
42.	河南山恩运盟物流有限公司 Henan Shan’en Yunmeng Logistics Co., Ltd.

Appendix A

43.	贵州货车帮供应链管理有限公司 Guizhou Huochebang Supply Chain Management Co., Ltd.
44.	重庆卓捷物流有限公司 Chongqing Zhuojie Logistics Service Co., Ltd.
45.	陕西山恩运盟物流有限公司 Shaanxi Shan’en Yunmeng Logistics Service Co., Ltd.
46.	甘肃货车帮物流管理有限公司 Gansu Huochebang Logistics Management Co., Ltd.
47.	宁夏山恩运盟物流管理有限公司 Ningxia Shan’en Yunmeng Logistics Service Co., Ltd.
48.	贵阳山恩科技有限公司 Guiyang Shan’en Technology Co., Ltd.
49.	南京满运商务信息咨询有限公司 Nanjing Manyun Business Information Consultation Co., Ltd.
50.	宁夏满运物流有限公司 Ningxia Manyun Logistics Co., Ltd.
51.	广州回头车信息科技有限公司 Guangzhou Huitouche Information Technology Co., Ltd.
52.	海南满运软件科技有限公司 Hainan Manyun Software Technology Co., Ltd
53.	天津省省回头车信息科技有限公司 Tianjin Shengsheng Huitouche Information Technology Co., Ltd.
54.	台州满隆软件科技有限公司 Taizhou Manlong Software Technology Co., Ltd
55.	金华满方信息科技有限公司 Jinhua Manfang Information Technology Co., Ltd
56.	内蒙古山恩运盟物流有限公司 Neimenggu Shan’en Yunmeng Logistics Service Co., Ltd.
57.	内蒙古货车帮科技有限公司 Neimenggu Huochebang Technology Co., Ltd.
58.	吉林山恩运盟供应链管理有限公司 Jilin Shan’en Yunmeng Supply Chain Management Co., Ltd.
59.	四川运道汽车销售有限公司 Sichuan Yundao vehicle sales Co., Ltd.
60.	太原满运软件科技有限公司 Taiyuan Manyun Software Technology Co., Ltd.
61.	南京满运冷链科技有限公司 Nanjing Manyun Cold Chain Technology Co., Ltd.
62.	扬州满运商务服务有限公司 Yangzhou Manyun Business Service Co., Ltd.

Appendix A

Appendix B-1

List of PRC Operating Entities

#	Name
1.	Beijing Yunmanman Technology Co., Ltd.	北京运满满科技有限公司
2.	Guizhou FTA Logistics Technology Co., Ltd.	贵州满帮物流科技有限公司
3.	Shanghai Xiwei Information Consulting Co., Ltd.	上海细微信息咨询有限公司

Appendix B-2

List of WOFEs

#	Name
1.	Full Truck Alliance Information Consulting Co.,Ltd.	满帮信息咨询有限公司
2.	Jiangsu Manyun Logistics Information Co., Ltd.	江苏满运物流信息有限公司
3.	Guiyang BangMan Financial Leasing Co., Ltd.	贵阳帮满融资租赁有限公司
4.	Shan Dong Man Bang Energy Co., Ltd.	山东满帮能源有限公司
5.	Guiyang AMH Lianyun Infrastructure Investment Co., Ltd.	贵阳满帮联云基础设施投资有限公司
6.	Chengdu Manbang Supply Chain Management Co., Ltd.	成都满帮供应链管理有限公司
7.	Chongqing Manku Supply Chain Management Co., Ltd.	重庆满库供应链管理有限公司
8.	Changsha Manbang Supply Chain Management Co., Ltd.	长沙满帮供应链管理有限公司
9.	Nanjing Yun Man Man Investment Co., Ltd.	南京运满满投资有限公司

Appendix B

Appendix C

List of VIE Agreements

1. Exclusive Service Agreement entered into by and between Jiangsu Manyun Logistics Information Co., Ltd. and Beijing Yunmanman Technology Co., Ltd. on March 22, 2021.

2. Exclusive Option Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on March 22, 2021.

3. Equity Interest Pledge Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd. and Zhang Hui (张晖) on March 22, 2021.

4. Equity Interest Pledge Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd. and Ma Guizhen (马桂珍) on March 22, 2021.

5. Power of Attorney entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Beijing Yunmanman Technology Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on March 22, 2021.

6. Spousal Consent Letter issued by the spouse of Zhang Hui (张晖), a shareholder of Beijing Yunmanman Technology Co., Ltd., on March 22, 2021.

7. Spousal Consent Letter issued by the spouse of Ma Guizhen (马桂珍), a shareholder of Beijing Yunmanman Technology Co., Ltd., on March 22, 2021.

8. Exclusive Service Agreement entered into by and between Full Truck Alliance Information Consulting Co.,Ltd. and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

9. Exclusive Option Agreement entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Zhang Hui (张晖), Ma Guizhen (马桂珍) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

10. Equity Interest Pledge Agreement entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Zhang Hui (张晖) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

11. Equity Interest Pledge Agreement entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Ma Guizhen (马桂珍) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

12. Power of Attorney entered into by and among Full Truck Alliance Information Consulting Co.,Ltd., Zhang Hui (张晖), Ma Guizhen (马桂珍) and Guizhou FTA Logistics Technology Co., Ltd. on March 12, 2021.

Appendix C

13. Spousal Consent Letter issued by the spouse of Zhang Hui (张晖), a shareholder of Guizhou FTA Logistics Technology Co., Ltd., on March 12, 2021.

14. Spousal Consent Letter issued by the spouse of Ma Guizhen (马桂珍), a shareholder of Guizhou FTA Logistics Technology Co., Ltd., on March 12, 2021.

15. Exclusive Service Agreement entered into by and between Jiangsu Manyun Logistics Information Co., Ltd. and Shanghai Xiwei Information Consulting Co., Ltd. on September 10, 2014.

16. Exclusive Option Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Shanghai Xiwei Information Consulting Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on February 9, 2021.

17. Equity Interest Pledge Agreement entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Shanghai Xiwei Information Consulting Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on February 9, 2021.

18. Power of Attorney entered into by and among Jiangsu Manyun Logistics Information Co., Ltd., Shanghai Xiwei Information Consulting Co., Ltd., Zhang Hui (张晖) and Ma Guizhen (马桂珍) on February 9, 2021.

19. Spousal Consent Letter issued by the spouse of Zhang Hui (张晖), a shareholder of Shanghai Xiwei Information Consulting Co., Ltd., on February 9, 2021.

20. Spousal Consent Letter issued by the spouse of Ma Guizhen (马桂珍), a shareholder of Shanghai Xiwei Information Consulting Co., Ltd.,on February 9, 2021.

Appendix C

EX-99.3

Exhibit 99.3

Full Truck Alliance Co. Ltd.

No. 123 Kai Fa Avenue Economic and Technical Development Zone, Guiyang, Guizhou 550009 People’s Republic of China Wanbo R&D Park, 20 Fengxin Road Yuhuatai District, Nanjing Jiangsu 210012 People’s Republic of China

February 11, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Full Truck Alliance Co. Ltd.

Confidential Submission of the Draft Registration Statement on Form F-1

Representation under Item 8.A.4 of Form 20-F

Ladies and Gentlemen:

The undersigned, Full Truck Alliance Co. Ltd., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), is submitting this letter via EDGAR to the Securities and Exchange Commission (the “Commission”) in connection with the Company’s confidential submission on the date hereof of its draft registration statement on Form F-1 (the “Draft Registration Statement”) relating to a proposed initial public offering of the Company’s Class A ordinary shares to be represented by American depositary shares.

The Company has included in the Draft Registration Statement its audited consolidated financial statements as of and for the year ended December 31, 2019 and unaudited interim consolidated financial statements as of September 30, 2020 and for each of the nine-month periods ended September 30, 2019 and 2020.

Item 8.A.4 of Form 20-F requires that in the case of a company’s initial public offering, the registration statement on Form F-1 shall contain audited financial statements as of a date not older than 12 months from the date of the filing. The Company is submitting this letter pursuant to Instruction 2 to Item 8.A.4 of Form 20-F, which provides that “[a] company may comply with only the 15-month requirement in this item if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.”

The Company hereby represents to the Commission that:

1. The Company is not currently a public reporting company in any jurisdiction.

2. The Company is not required by any jurisdiction outside the United States to comply with a requirement to issue financial statements for any reason 12 months after the Company’s year end.

3. Full compliance with Item 8.A.4 of Form 20-F at present is impracticable and involves undue hardship for the Company.

4. The Company does not anticipate that its audited financial statements as of and for the year ended December 31, 2020 will be available until March 2021.

5. In no event will the Company seek effectiveness of its registration statement on Form F-1 if its audited financial statements are older than 15 months at the time of the Company’s initial public offering.

Moreover, the Company undertakes that, prior to the Company distributing a preliminary prospectus to investors, it will amend the registration statement on Form F-1 to include the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020.

The Company is submitting this letter as an exhibit to the Draft Registration Statement pursuant to Instruction 2 to Item 8.A.4 of Form 20-F.

[Signature Page Follows]

Very truly yours,
Full Truck Alliance Co. Ltd.
/s/ Hui Zhang
By:	Hui Zhang
Title:	Chairman and Chief Executive Officer