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1、Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 FORM 20-F (Mark One)REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THE SECURITIES EXCHANGE ACT OF1934OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal
2、year ended December 31,2021.OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934.For the transition period from toCommission file number 001-40507 Full Truck Alliance Co.
3、Ltd.(Exact name of Registrant as specified in its charter)Cayman Islands(Jurisdiction of incorporation or organization)No.123 Kaifa AvenueEconomic and Technical Development Zone,GuiyangGuizhou 550009Peoples Republic of China Wanbo Science and Technology Park,20Fengxin RoadYuhuatai District,NanjingJi
4、angsu 210012Peoples Republic of China(Address of principal executive offices)Contact Person:Simon Chong CaiChief Financial OfficerTelephone:+86-25-6692-0156Email:IRamh-At the address of the Company set forth above(Name,Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)Se
5、curities registered or to be registered pursuant to Section 12(b)of the Act:Title of each class TradingSymbol(s)Name of each exchangeon which registeredAmerican Depositary Shares,each representing 20Class A ordinary shares YMM New York Stock ExchangeClass A ordinary shares,US$0.00001 par value per s
6、hare*New York Stock ExchangeTable of Contents*Not for trading,but only in connection with the registration of American Depositary Shares representing such Class A ordinary shares pursuant to the requirements of the Securitiesand Exchange Commission.Securities registered or to be registered pursuant
7、to Section 12(g)of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d)of the Act:None Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.Title of class N
8、umber of shares outstandingClass A ordinary shares were outstanding as of December 31,2021 18,606,582,728Class B ordinary shares were outstanding as of December 31,2021 3,507,906,759 Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act
9、.Yes NoIf this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)of the Securities Exchange Act of1934.Yes NoNote Checking the box above will not relieve any registrant required to file reports pursuant to
10、 Section 13 or 15(d)of the Securities Exchange Act of 1934 from their obligations underthose Sections.Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(orfor such shor
11、ter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regu
12、lation S-T(232.405 of thischapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,or an emerging growth compa
13、ny.See the definitions of“large acceleratedfiler,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordan
14、ce with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.The term“new or revised financial accounting standard”refers to an
15、y update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial report
16、ing underSection 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S.GAAP Internation
17、al Financial Reporting Standards as issuedby the International Accounting Standards Board Other If“Other”has been checked in response to the previous question,indicate by check mark which financial statement item the registrant has elected to follow.Item 17 Item 18If this is an annual report,indicat
18、e by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)Indicate by check mark whether the registrant has filed all documents and reports required to be fil
19、ed by Section 12,13 or 15(d)of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court.Yes No Table of ContentsTABLE OF CONTENTS PART I 3 ITEM 1.IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2.OFFER STATISTICS AND EXPECTED TIMET
20、ABLE 3 ITEM 3.KEY INFORMATION 3 ITEM 4.INFORMATION ON THE COMPANY 76 ITEM 4A.UNRESOLVED STAFF COMMENTS 126 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS 126 ITEM 6.DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES 160 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 172 ITEM 8.FINANCIAL INFORM
21、ATION 178 ITEM 9.THE OFFER AND LISTING 179 ITEM 10.ADDITIONAL INFORMATION 179 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 186 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 188 PART II 189 ITEM 13.DEFAULTS,DIVIDEND ARREARAGES AND DELINQUENCIES 189 ITEM 14.MATER
22、IAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 189 ITEM 15.CONTROLS AND PROCEDURES 190 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT 191 ITEM 16B.CODE OF ETHICS 191 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES 192 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMI
23、TTEES 192 ITEM 16E.PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 192 ITEM 16F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT 192 ITEM 16G.CORPORATE GOVERNANCE 192 ITEM 16H.MINE SAFETY 193 ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 193 PART III 1
24、93 ITEM 17.FINANCIAL STATEMENTS 193 ITEM 18.FINANCIAL STATEMENTS 193 ITEM 19.EXHIBIT INDEX 193 iTable of ContentsConventions That Apply to This Annual Report on Form 20-FUnless we indicate otherwise,references in this annual report on Form 20-F to:“active shippers”are to the aggregate number of regi
25、stered shipper accounts on the FTA platform that have posted at least one shippingorder on the FTA platform during a given period;some shippers may use more than one account,and/or may share the same account withother shippers;“ADSs”are to American depositary shares,each of which represents 20 Class
26、 A ordinary shares “CAGR”are to compound annual growth rate;“China”and the“PRC”are to the Peoples Republic of China,excluding,for the purposes of this annual report only,Taiwan,the HongKong Special Administrative Region and the Macao Special Administrative Region;the“CIC Report”are to an industry re
27、port commissioned by us and prepared by China Insights Consultancy,or CIC,an independentmarket research firm,to provide information regarding our industry and our market position in China;“consolidated affiliates”are to the Group VIEs and their respective subsidiaries;“FTA platform”are to a digital,
28、standardized and smart digital freight platform that connects shippers and truckers,currently providingservices under the brands of Yunmanman,Huochebang and Shengsheng Huitouche;“fulfilled orders”are to all shipping orders matched through the FTA platform during a given period but exclude(i)shipping
29、 orders thatare subsequently canceled,and(ii)shipping orders for which platform users failed to specify any freight prices as there are substantialuncertainties as to whether the shipping orders are fulfilled;“Group”are to Full Truck Alliance Co.Ltd.,the Group VIEs and their respective subsidiaries;
30、“Group VIEs”are to the variable interest entities or VIEs that are 100%owned by PRC citizens and hold certain business operationlicenses or approvals,and generally operate businesses in which foreign investment is restricted,and are consolidated into the Groupsconsolidated financial statements in ac
31、cordance with U.S.GAAP;“GTV”or“gross transaction value”are to the aggregate freight prices specified by platform users for all fulfilled orders on the FTAplatform during the period without deducting any commission or service fee charged by us;we make downward adjustments tounreasonably high freight
32、prices specified by users that are apparently due to clerical errors;“Hong Kong dollar(s)”or“HK dollar(s)”or“HK$”or“HKD”are to Hong Kong dollars,the lawful currency of Hong Kong;“Huochebang”are to the brand of Huochebang or the Huochebang platform,which was a leading digital freight platform providi
33、ngservices under the brand of Huochebang and integrated into the FTA platform following the establishment of our Company,as the contextrequires;“ordinary shares”are to our Class A ordinary shares,US$0.00001 par value per share,and Class B ordinary shares,US$0.00001 par valueper share;each Class A or
34、dinary share is entitled to one vote;each Class B ordinary share is entitled to 30 votes;“quarterly fulfilled orders per average shipper MAU”are calculated by dividing(i)the number of fulfilled orders on the FTA platform fora quarter,by(ii)the average shipper MAUs in such quarter;“RMB”or“Renminbi”ar
35、e to the legal currency of China;“road transportation industry”or“road transportation market”are to the market of transportation services for raw material,semi-finishedgoods and finished goods by trucks on roads;1Table of Contents “shipper MAUs”are to the number of active shippers in a given month;“
36、average shipper MAUs”in a given period are calculated bydividing(i)the sum of shipper MAUs for each month of such period,by(ii)the number of months in such period;“US$,”“U.S.dollars,”or“dollars”are to the legal currency of the United States;“we,”“us,”“our Company,”“our,”or“FTA”are to Full Truck Alli
37、ance Co.Ltd.and/or its subsidiaries,as the context requires;and “Yunmanman”are to the brand of Yunmanman or the Yunmanman platform,which was a leading digital freight platform providing servicesunder the brand of Yunmanman and integrated into the FTA platform following the establishment of our Compa
38、ny,as the context requires.This annual report contains translations between Renminbi and U.S.dollars for the convenience of the reader.The translations from Renminbi toU.S.dollars and from U.S.dollars to Renminbi in this annual report were made at a rate of RMB6.3726 to US$1.00,the exchange rate set
39、 forth in theH.10 statistical release of the Federal Reserve Board on December 30,2021.We make no representation that the Renminbi or U.S.dollar amountsreferred to in this annual report could have been or could be converted into U.S.dollars or Renminbi,as the case may be,at any particular rate or at
40、 all.This annual report includes our audited consolidated financial statements for the years ended December 31,2019,2020 and 2021.Our ADSs are listed on the New York Stock Exchange under the ticker symbol“YMM.”FORWARD-LOOKING INFORMATIONThis annual report on Form 20-F contains forward-looking statem
41、ents that reflect our current expectations and views of future events.Thesestatements are made under the“safe harbor”provisions of the U.S.Private Securities Litigation Reform Act of 1995.You can identify these forward-looking statements by terminology such as“may,”“will,”“expect,”“anticipate,”“futu
42、re,”“intend,”“plan,”“believe,”“estimate,”“is/are likely to”orother similar expressions.We have based these forward-looking statements largely on our current expectations and projections about future events andfinancial trends that we believe may affect the Groups financial condition,results of opera
43、tions,business strategy and financial needs.These forward-looking statements include,but are not limited to:our goal and strategies;our expansion plans;our future business development,financial condition and results of operations;expected changes in the Groups revenues,costs or expenses;industry lan
44、dscape of,and trends in,Chinas road transportation market;competition in our industry;our expectations regarding demand for,and market acceptance of,the Groups services;our expectations regarding the Groups relationships with shippers,truckers and other ecosystem participants;our ability to protect
45、our systems and infrastructures from cyber-attacks;PRC laws,regulations,and policies relating to the road transportation market;the results of regulatory review and the duration and impact of any regulatory action taken against us;2Table of Contents the impact of COVID-19 pandemic,extreme weather co
46、nditions and production constraints brought by electricity rationing measures;and general economic and business conditions.We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunctionwith the risk factors disclosed i
47、n“Item 3.D.Key InformationRisk Factors.”Those risks are not exhaustive.We operate in a rapidly evolvingenvironment.New risks emerge from time to time and it is impossible for our management to predict all risk factors,nor can we assess the impact of allfactors on the Groups business or the extent to
48、 which any factor,or combination of factors,may cause actual results to differ from those contained inany forward-looking statement.We do not undertake any obligation to update or revise the forward-looking statements except as required underapplicable law.PART IITEM 1.IDENTITY OF DIRECTORS,SENIOR M
49、ANAGEMENT AND ADVISERSNot required.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLENot required.ITEM 3.KEY INFORMATIONOur Corporate StructureFull Truck Alliance Co.Ltd.is not a Chinese operating company but a Cayman Islands holding company with operations primarily conducted(i)through contractual arra
50、ngements with certain variable interest entities,or the Group VIEs,in China and(ii)by our subsidiaries in China.Under thePRC laws and regulations,the provision of value-added telecommunication service and certain financial service in the PRC is subject to foreigninvestment restrictions and license r
51、equirements.Therefore,we operate such business in China through the Group VIEs,and rely on contractualarrangements among our PRC subsidiaries,the Group VIEs and their respective individual shareholders to control the business operations of the GroupVIEs.Investors in our ADSs do not hold equity inter
52、est in the Groups operating entities in China,but instead hold an equity interest in Full TruckAlliance Co.Ltd.,a Cayman Islands holding company.As used in this annual report,“FTA,”“we,”“us,”“our Company”or“our”refers to Full TruckAlliance Co.Ltd.and/or its subsidiaries,“the Group”refers to Full Tru
53、ck Alliance Co.Ltd.,the Group VIEs and their respective subsidiaries,and“theconsolidated affiliates”refers to the Group VIEs and their respective subsidiaries.Prior to the fourth quarter of 2021,our Group VIEs were Shanghai Xiwei Information Consulting Co.,Ltd.,or Shanghai Xiwei,BeijingYunmanman Tec
54、hnology Co.,Ltd.,or Beijing Yunmanman,and Guizhou FTA Logistics Technology Co.,Ltd.,or Guizhou FTA.In the fourth quarter of2021,in order to enhance corporate governance,we underwent a reorganization of the holding structure of our onshore subsidiaries and the consolidatedaffiliates,or the Reorganiza
55、tion.The Reorganization mainly involved(i)changing the Group VIEs and(ii)changing certain subsidiaries of the GroupVIEs to wholly-owned or partly-owned subsidiaries of our Company,to the extent permitted under the relevant PRC laws and regulations.TheReorganization was completed on January 1,2022.Cu
56、rrently,the Group VIEs are(i)Jiangsu Manyun Software Technology Co.,Ltd,or ManyunSoftware,and(ii)Guiyang Shanen Technology Co.,Ltd,or Shanen Technology.The contractual arrangements among our PRC subsidiaries,the Group VIEs and their respective individual shareholders collectively enable us to:exerci
57、se effective control over our Group VIEs and their subsidiaries;3Table of Contents receive substantially all the economic benefits of our Group VIEs;and have an exclusive option to purchase all or part of the equity interests in all or part of the assets when and to the extent permitted by PRClaw.Th
58、ese contractual arrangements generally include equity interest pledge agreements,spousal consent letters,power of attorney,loan agreements,exclusive service agreement and exclusive option agreement,as the case may be.As a result of the contractual arrangements,we are considered theprimary beneficiar
59、y of these companies for accounting purposes,and we have consolidated the financial results of these companies in the Groupsconsolidated financial statements.However,we do not own equity interest in the Group VIEs.Furthermore,Full Truck Alliance Co.Ltd.,as our holdingcompany,does not conduct operati
60、ng activities other than holding investment in certain of our equity investees.The nominee shareholders of Manyun Software and Shanen Technology,the Group VIEs,are directors and members of senior management ofour company.We consider such individuals suitable to act as the nominee shareholders of the
61、 Group VIEs because of,among other considerations,theircontribution to the Group,their competence and their length of service with and loyalty to the Group.For more details of these contractualarrangements,see“Item 4.Information on the CompanyC.Organizational StructureContractual Arrangements with t
62、he Group VIEs.”We are subject to risks associated with our contractual arrangements with the Group VIEs.Our company and its investors may never have a directownership interest in the businesses that are conducted by the Group VIEs.The contractual arrangements may not be as effective as direct owners
63、hip inproviding us with control over the Group VIEs.If the Group VIEs or their shareholders fail to perform their respective obligations under thesecontractual arrangements,we could be limited in our ability to enforce these contractual arrangements.There are very few precedents and little formalgui
64、dance as to how contractual arrangements in the context of a variable interest entity should be interpreted or enforced under PRC law.If we areunable to maintain effective control,we would not be able to continue to consolidate the financial results of these entities in the Groups financialstatement
65、s.See“D.Risk FactorsRisks Relating to Our Corporate StructureWe rely on contractual arrangements with the Group VIEs and theirshareholders to conduct a substantial part of the Groups operations in China,which may not be as effective as direct ownership in providing operationalcontrol and otherwise h
66、ave a material adverse effect as to our business”and“D.Risk FactorsRisks Relating to Our Corporate StructureTheshareholders of the Group VIEs may have potential conflicts of interest with us,which may materially and adversely affect our business and financialcondition.”There are also substantial unc
67、ertainties regarding the interpretation and application of current and future PRC laws,regulations and rules regardingthe status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the Group VIEs and their nomineeshareholders.It is uncertain whether
68、any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted,whatthey would provide.If we or any of the Group VIEs is found to be in violation of any existing or future PRC laws or regulations,or fail to obtain ormaintain any of the required permits o
69、r approvals,the relevant PRC regulatory authorities would have broad discretion in accordance with the applicablelaws and regulations to take action in dealing with such violations or failures.The majority of the Groups assets,along with several material licenses toconduct business in China,are held
70、 by the Group VIEs.In addition,the majority of the Groups revenues are generated by the Group VIEs.An eventthat results in the deconsolidation of the Group VIEs would have a material effect on the Groups operations and cause the value of the securities of ourcompany to diminish substantially or even
71、 become worthless.See“D.Risk FactorsRisks Relating to Our Corporate Structure If the PRCgovernment deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatory restrictions on foreigninvestment in the relevant industries,or if these regulations or the inter
72、pretation of existing regulations change in the future,we could be subject tosevere penalties or be forced to relinquish our interests in those operations.”4Table of ContentsThe Group also faces various legal and operational risks and uncertainties associated with being based in or having its operat
73、ions primarily inChina and the countrys complex and evolving laws and regulations.For example,the Group faces risks associated with regulatory approvals onofferings conducted overseas by and foreign investment in China-based issuers,the use of the Group VIEs,anti-monopoly regulatory actions,andovers
74、ight on cybersecurity and data privacy,which may impact the Groups ability to conduct certain businesses,accept foreign investments,or list on aU.S.or other foreign exchange outside of China.These risks could result in a material adverse change in the Groups operations and the value of ourADSs,signi
75、ficantly limit or completely hinder our ability to offer or continue to offer securities to investors,or cause the value of such securities tosignificantly decline.See“D.Risks Factors Risks Relating to Doing Business in China.”Holding Foreign Companies Accountable ActThe Holding Foreign Companies Ac
76、countable Act,or the HFCA Act,was enacted in December 2020 and may affect our ability to maintain ourlisting on the NYSE.Pursuant to the HFCA Act,if the SEC determines that we are an issuer,or a covered issuer,that has filed audit reports issued by aregistered public accounting firm that has not bee
77、n subject to inspection for the U.S.Public Company Accounting Oversight Board,or the PCAOB,forthree consecutive years beginning in 2021,the SEC shall prohibit our ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.As stated in its
78、report dated December 16,2021,the PCAOB has determined that it is unable to inspect orinvestigate completely registered public accounting firms headquartered in mainland China and Hong Kong,including our auditor as an independentregistered public accounting firm.See“D.Risks FactorsRisks Relating to
79、Doing Business in ChinaDue to the enactment of the HFCA Act,wemay not be able to maintain our listing on the NYSE.”Licenses,Permits and ApprovalsWe conduct our business primarily through our(i)our Group VIEs and their subsidiaries in China and(ii)our subsidiaries in China.Ouroperations in China are
80、governed by PRC laws and regulations.The Group has received all material permissions that are,or may be,required for itsoperations in China,including the operations of the Group VIEs.See“Item 4.Information on the CompanyB.Business OverviewLicenses,Permitsand Approvals.”for more details.No material p
81、ermission has been denied from us by relevant authorities in China.To enhance the experience of shippers,truckers and otherecosystem participants,we offer various auxiliary functions,content and value-added services through the FTA platform.Given the uncertainties ofinterpretation and implementation
82、 of relevant laws and regulations and the enforcement practices by relevant government authorities,we may berequired to obtain additional licenses,permits,filings or approvals for these functions,content and services.See“D.Risk FactorsRisks Relating toOur Business and IndustryIf we fail to obtain or
83、 maintain licenses,permits or approvals applicable to the Groups business,we may become subject tosignificant penalties and other regulatory proceedings or actions.”In connection with our previous issuance of securities to foreign investors,under current PRC laws,regulations and regulatory rules,as
84、of the dateof this annual report,we,our PRC subsidiaries and our Group VIEs,(i)are not required to obtain permissions from the CSRC,(ii)are not required to gothrough cybersecurity review by the Cyberspace Administration of China,or the CAC,and(iii)have not received or were denied such requisitepermi
85、ssions by any PRC authority.However,the PRC government has recently indicated an intent to exert more oversight and control over offeringsthat are conducted overseas and/or foreign investment in China-based issuers,and we cannot assure you that the relevant PRC government authoritieswill reach the s
86、ame conclusion.The Cybersecurity Review Office of the CAC announced the initiation of a cybersecurity review of the Yunmanmanapps and Huochebang apps on July 5,2021.The cybersecurity review remains ongoing as of the date of this annual report.For more details,see“D.Risk FactorsRisks Relating to Our
87、Business and IndustryThe Group is currently subject to cybersecurity review by regulatory authorities in China,which could materially and adversely affect its business,results of operations and financial condition”andD.Risk 5Table of ContentsFactorsRisks Relating to Our Corporate StructureUncertaint
88、ies exist with respect to the interpretation and implementation of the newly enactedPRC Foreign Investment Law and its implementing rules and how they may impact the Groups business,financial condition and results of operations.”Cash Transfers within Our Corporate StructureFull Truck Alliance Co.Ltd
89、.is a Cayman Islands holding company with operations primarily conducted(i)through the consolidated affiliates inChina and(ii)by our subsidiaries in China.Full Truck Alliance Co.Ltd.s ability to pay dividends depends upon dividends paid by our PRCsubsidiaries.In 2019,2020 and 2021,no assets other th
90、an cash were transferred within our organization.The following diagram summarizes how funds aretransferred among our Company,our subsidiaries and the consolidated affiliates.(1)Our PRC subsidiaries,Jiangsu Manyun Logistics Information Co.,Ltd,or Jiangsu Manyun,and Full Truck Alliance Information Con
91、sulting Co.,Ltd.,or FTA Information,entered into contractual arrangements with the Group VIEs.Jiangsu Manyun and FTA Information are our whollyforeign owned entities,or WFOEs.Shanghai Xiwei and Beijing Yunmanman were Group VIEs from the beginning of the periods presented belowto November 2021.Guiyan
92、g Huochebang was a Group VIE from the beginning of the periods presented below to March 2021.In March 2021,Guizhou FTA became a Group VIE,and Guiyang Huochebang became a subsidiary of Guizhou FTA.Shanghai Xiwei and Beijing Yunmanmanceased to be the Group VIEs and became indirectly wholly-owned subsi
93、diaries of Manyun Software in November 2021.We acquired ShanghaiXiwei and Beijing Yunmanman from Manyun Software and they became indirectly wholly-owned subsidiaries of Jiangsu Manyun on January 1,2022.Guizhou FTA ceased to be a Group VIE following the completion of the Reorganization on January 1,2
94、022.Manyun Software and ShanenTechnology are currently the Group VIEs.See“Item 4.Information on the CompanyC.Organizational Structure.”6Table of ContentsThe following table sets forth a summary of the cash flows that occurred between our Company,our subsidiaries,and the consolidated affiliates.For t
95、he Years Ended December 31,2019 2020 2021 RMB RMB RMB US$(in thousands)Intercompany Cash Flow Data:Transfer from our Company to our subsidiaries 52,702 724,248 2,103,259 330,047 Transfer from our subsidiaries to the consolidated affiliates 1,201,419 1,858,922 6,323,470 992,290 Transfer from the cons
96、olidated affiliates to our subsidiaries 917,727 2,031,374 4,637,600 727,741 Our Company made cash transfers to our subsidiaries primarily in the form of capital contribution in 2019,2020 and 2021.Our subsidiaries made cash transfers to the consolidated affiliates primarily in the form of intercompan
97、y loans in 2019,2020 and 2021 to financethe consolidated affiliates operations.The consolidated affiliates made cash transfers to our subsidiaries primarily in the form of loan repayments in 2019,2020 and 2021.The Group VIEs did not pay any service fee under the exclusive service agreements in 2019,
98、2020 or 2021.Restrictions on Transfer of FundsIn 2019,2020 and 2021,no dividends or distributions were made to our Company by our subsidiaries.Our ability to pay dividends,if any,to theshareholders and ADSs investors and to service any debt we may incur will depend upon dividends paid by our PRC sub
99、sidiaries.Under PRC laws andregulations,our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assetsoffshore to us.In particular,under PRC laws,rules and regulations,each of our subsidiaries incorporated in China is requi
100、red to set aside at least 10%ofits net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50%of its registered capital.Thesereserves,together with the registered capital,are not distributable as cash dividends.Furthermore,we are subject to restri
101、ctions on currency exchange.The Renminbi is currently convertible under the“current account,”whichincludes dividends,trade and service-related foreign exchange transactions,but not under the“capital account,”which includes foreign directinvestment and loans,including loans we may secure from our PRC
102、 subsidiaries.Currently,our PRC subsidiaries may purchase foreign currency forsettlement of“current account transactions,”including payment of dividends to us,by complying with certain procedural requirements.However,therelevant PRC governmental authorities may limit or eliminate our ability to purc
103、hase 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 andother relevant PRC governmental authorities.Since a significant amount of our futur
104、e revenues and cash flow will be denominated in Renminbi,anyexisting and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outsideof the PRC or pay dividends in foreign currencies to our shareholders,including holders
105、 of our ADSs,and may limit our ability to obtain foreigncurrency through debt or equity financing for our onshore subsidiaries.If any of our subsidiaries incurs debt on its own behalf in the future,theinstruments governing such debt may restrict its ability to pay dividends to us.For certain Cayman
106、Islands,PRC and United States federal income taxconsiderations of an investment in the ADSs,see“Item 10.Additional InformationE.Taxation.”7Table of ContentsSummary Financial Information Related to the Consolidated AffiliatesThe following condensed consolidated financial statement information present
107、s information related to Full Truck Alliance Co.Ltd.,or the Parent,which is a Cayman holding company,the consolidated affiliates and our subsidiaries as of December 31,2019,2020 and 2021 and for 2019,2020 and2021.The consolidated affiliates in the following refer to Shanghai Xiwei,Guizhou FTA and Be
108、ijing Yunmanman and their respective subsidiaries.See“Item 4.Information on the CompanyC.Organizational Structure.”The following tables presents the condensed consolidated schedule of results of operation data for the periods indicated.For the Years Ended December 31,2019 2020 Parent Consolidatedaff
109、iliates Subsidiaries EliminatingEntries Total Parent Consolidatedaffiliates Subsidiaries EliminatingEntries Total RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Freight Matching Services 1,769,756 1,769,756 1,947,016 1,947,016 Freight brokerage 1,292,496 1,292,496 1,365,207 1,365,207 Freight
110、listings 477,260 477,260 538,665 538,665 Transaction commission 43,144 43,144 Value-added services 701,953 134,022 (132,670)703,305 606,519 205,693 (178,408)633,804 Credit solutions 484,904 484,904 472,841 472,841 Other value-added services 217,049 134,022 (132,670)218,401 133,678 205,693 (178,408)1
111、60,963 Net Revenues 2,471,709 134,022 (132,670)2,473,061 2,553,535 205,693 (178,408)2,580,820 Operating expenses:Cost of revenues (1,391,409)(5,964)7,509 (1,389,864)(7,842)(1,278,717)(39,557)10,099 (1,316,017)Sales and marketing expenses (196,737)(206,380)(403,117)(94,640)(267,003)(125,525)32,825 (4
112、54,343)General and administrative expenses (712,108)(364,093)(238,383)125,161 (1,189,423)(3,583,893)(293,715)(75,580)14,623 (3,938,565)Research and development expenses (392,292)(4,400)(396,692)(42,680)(387,287)(103,126)119,724 (413,369)Provision for loans receivable (127,790)(127,790)(91,688)(2,472
113、)(94,160)Total operating expenses (712,108)(2,472,321)(455,127)132,670 (3,506,886)(3,729,055)(2,318,410)(346,260)177,271 (6,216,454)Other operating income 13,223 13,223 19,193 1,838 21,031(Loss)income from operations (712,108)12,611 (321,105)(1,020,602)(3,729,055)254,318 (138,729)(1,137)(3,614,603)O
114、ther(expense)income Interest income 176,925 50,769 57,952 (56,336)229,310 93,897 56,880 92,347 (33,292)209,832 Interest expenses (93,932)(2,400)56,336 (39,996)(43,488)(169)35,290 (8,367)Foreign exchange loss (4,125)(2)(283)(4,410)(7,383)(13,893)(21,276)Investment income 3,321 3,321 Unrealized gains
115、from fair value changes oftrading securities and derivative assets 11,798 6,342 18,140 Other(expenses)income,net (9,757)1,172 (8,585)(7,356)1,797 (5,559)8Table of Contents For the Years Ended December 31,2019 2020 Parent Consolidatedaffiliates Subsidiaries EliminatingEntries Total Parent Consolidate
116、daffiliates Subsidiaries EliminatingEntries Total RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Impairment loss (697,590)(12,741)(710,331)(22,030)(22,030)Share of loss in equity method investees (1,444)(285)(1,729)(10,975)(79)(11,054)Total other income(loss)175,481 (754,920)43,981 (283)(535,
117、741)82,922 (8,337)86,424 1,998 163,007 Net(loss)income before income tax (536,627)(742,309)(277,124)(283)(1,556,343)(3,646,133)245,981 (52,305)861 (3,451,596)Income tax benefits(expense)12,477 2,199 14,676 (22,032)(7,854)10,550 (19,336)Equity in(loss)gains of subsidiaries,andconsolidated affiliates
118、(987,023)987,023 175,661 (175,661)Net(loss)income from continuingoperations (1,523,650)(729,832)(274,925)986,740 (1,541,667)(3,470,472)223,949 (60,159)(164,250)(3,470,932)Net(loss)income from discontinuedoperations,net of tax (2)18,012 18,010 452 452 Net(loss)income (1,523,650)(729,834)(256,913)986,
119、740 (1,523,657)(3,470,472)223,949 (59,707)(164,250)(3,470,480)Less:Net loss attributable to noncontrollinginterest (7)(7)(8)(8)Net(loss)income attributable to FullTruck Alliance Co.Ltd.(1,523,650)(729,827)(256,913)986,740 (1,523,650)(3,470,472)223,957 (59,707)(164,250)(3,470,472)Deemed Dividend (120
120、,086)(120,086)Net(loss)income attributable to ordinaryshareholders (1,523,650)(729,827)(256,913)986,740 (1,523,650)(3,590,558)223,957 (59,707)(164,250)(3,590,558)9Table of Contents For the Year Ended December 31,2021 Parent Consolidated affiliates Subsidiaries Eliminating Entries Total RMB US$RMB US
121、$RMB US$RMB US$RMB US$(in thousands)Freight Matching Services 3,946,882 619,352 3,946,882 619,352 Freight brokerage 2,497,779 391,956 2,497,779 391,956 Freight listings 753,031 118,167 753,031 118,167 Transaction commission 696,072 109,229 696,072 109,229 Value-added services 1,141,867 179,184 1,056
122、,488 165,786 (1,488,218)(233,534)710,137 111,436 Credit solutions 517,776 81,251 2,310 362 520,086 81,613 Other value-added services 624,091 97,933 1,054,178 165,424 (1,488,218)(233,534)190,051 29,823 Net Revenues 5,088,749 798,536 1,056,488 165,786 (1,488,218)(233,534)4,657,019 730,788 Operating ex
123、penses:Cost of revenues (3,740)(587)(2,949,238)(462,800)(39,434)(6,188)452,414 70,994 (2,539,998)(398,581)Sales and marketing expenses (56,973)(8,940)(495,510)(77,756)(309,066)(48,500)24,248 3,805 (837,301)(131,391)General and administrative expenses (3,849,809)(604,119)(821,435)(128,901)(150,883)(2
124、3,677)550,975 86,460 (4,271,152)(670,237)Research and development expenses (48,777)(7,654)(829,404)(130,152)(304,249)(47,743)452,762 71,048 (729,668)(114,501)Provision for loans receivable (31,780)(4,987)(65,878)(10,338)(97,658)(15,325)Total operating expenses (3,959,299)(621,300)(5,127,367)(804,596
125、)(869,510)(136,446)1,480,399 232,307 (8,475,777)(1,330,035)Other operating income 16,905 2,653 5,910 927 22,815 3,580(Loss)income from operations (3,959,299)(621,300)(21,713)(3,407)192,888 30,267 (7,819)(1,227)(3,795,943)(595,667)Other(expense)income Interest income 153,749 24,127 49,713 7,801 42,49
126、7 6,668 (11,308)(1,774)234,651 36,822 Interest expenses (11,788)(1,850)(237)(37)11,985 1,881 (40)(6)Foreign exchange loss (2,917)(458)(661)(104)(11,890)(1,866)(15,468)(2,428)Investment(loss)income (379)(59)647 102 28,049 4,401 28,317 4,444 Unrealized gains from fair value changes of tradingsecuritie
127、s and derivative assets 18,333 2,877 5,634 884 23,967 3,761 Other income(expenses)income,net 2,277 357 11,305 1,774 (6,515)(1,022)7,067 1,109 Impairment loss (43,708)(6,859)(66,953)(10,506)(906)(142)(111,567)(17,507)Share of loss in equity method investees (5,696)(894)(4,613)(724)(1,012)(159)(11,321
128、)(1,777)Total other income(loss)121,659 19,091 (22,350)(3,507)55,620 8,727 677 107 155,606 24,418 Net(loss)income before income tax (3,837,640)(602,209)(44,063)(6,914)248,508 38,994 (7,142)(1,120)(3,640,337)(571,249)Income tax(expense)benefits (14,090)(2,211)(7,956)(1,248)7,855 1,232 (14,191)(2,227)
129、Equity in gain(loss)of subsidiaries and consolidatedaffiliates 197,282 30,957 (197,282)(30,957)Net(loss)income from continuing operations (3,654,448)(573,463)(52,019)(8,162)256,363 40,226 (204,424)(32,077)(3,654,528)(573,476)Net income from discontinued operations,net of tax Net(loss)income (3,654,4
130、48)(573,463)(52,019)(8,162)256,363 40,226 (204,424)(32,077)(3,654,528)(573,476)Less:Net loss attributable to noncontrolling interest (80)(13)(80)(13)Net(loss)income attributable to Full TruckAlliance Co.Ltd.(3,654,448)(573,463)(51,939)(8,149)256,363 40,226 (204,424)(32,077)(3,654,448)(573,463)Deemed
131、 Dividend (518,432)(81,353)(518,432)(81,353)Net(loss)income attributable to ordinaryshareholders (4,172,880)(654,816)(51,939)(8,149)256,363 40,226 (204,424)(32,077)(4,172,880)(654,816)10Table of ContentsThe following tables presents the condensed consolidated schedule of balance sheets data as of th
132、e dates indicated.As of December 31,2019 2020 Parent Consolidatedaffiliates Subsidiaries EliminatingEntries Total Parent Consolidatedaffiliates Subsidiaries EliminatingEntries Total RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Cash and cash equivalents 693,676 2,726,157 563,888 3,983,721 7,
133、025,967 2,226,218 808,206 10,060,391 Restricted cashcurrent 95,922 95,922 84,076 2,201 86,277 Short-term investments 4,358,361 1,953,336 6,311,697 6,270,302 238,000 2,222,893 8,731,195 Accounts receivable,net 25,204 539 25,743 33,751 978 34,729 Amounts due from related parties 49,359 1,130 50,489 Lo
134、ans receivable,net 1,478,742 9,353 1,488,095 1,312,283 1,674 1,313,957 Prepayments and other current assets 36,488 418,884 90,316 545,688 13,762 421,371 21,669 456,802 Intercompany receivables 257,150 319,649 (576,799)92,413 250,069 (342,482)Total current assets 5,137,884 5,003,189 2,937,081 (576,79
135、9)12,501,355 13,310,031 4,408,112 3,307,690 (342,482)20,683,351 Restricted cashnon-current 13,500 13,500 Property and equipment,net 49,031 2,327 51,358 36,922 2,062 38,984 Investment in and amount due fromsubsidiaries,and consolidated affiliates 9,006,518 (9,006,518)9,675,404 (9,675,404)Investments
136、in equity investees 533,647 396,706 54,906 985,259 522,672 297,628 54,905 875,205 Intangible assets,net 14,632 493,725 508,357 15,275 476,004 491,279 Goodwill 2,780,190 2,780,190 2,865,071 2,865,071 Deferred tax assets 17,009 17,009 18,966 18,966 Other non-current assets 114,875 114,875 147,000 147,
137、000 Intercompany receivables 5,101,216 (5,101,216)5,692,605 (5,692,605)Total non-current assets 9,540,165 592,253 8,432,364 (14,107,734)4,457,048 10,198,076 529,291 9,090,647 (15,368,009)4,450,005 Total assets 14,678,049 5,595,442 11,369,445 (14,684,533)16,958,403 23,508,107 4,937,403 12,398,337 (15
138、,710,491)25,133,356 Short-term loans 500,000 500,000 11Table of Contents As of December 31,2019 2020 Parent Consolidatedaffiliates Subsidiaries EliminatingEntries Total Parent Consolidatedaffiliates Subsidiaries EliminatingEntries Total RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Accounts
139、payable 17,588 392 17,980 23,839 23,839 Amounts due to related parties 96,465 15,000 111,465 172,779 172,779 Payable to investors of the consolidated trusts 420,100 420,100 31,400 31,400 Prepaid for freight listing fees and other service fees 198,898 62,848 261,746 319,156 768 319,924 Income tax pay
140、able 4,525 5,935 10,460 23,554 2,370 25,924 Other tax payable 439,690 745 440,435 446,610 229 446,839 Accrued expenses and other current liabilities 28,316 461,782 29,088 519,186 283,524 620,828 37,290 941,642 Intercompany payables 314,317 2,039,967 (2,354,284)250,069 483,907 (733,976)Total current
141、liabilities 124,781 2,371,900 2,138,975 (2,354,284)2,281,372 456,303 1,715,456 524,564 (733,976)1,962,347 Deferred tax liabilities 123,333 123,333 118,783 118,783 Total non-current liabilities 123,333 123,333 118,783 118,783 Total liabilities 124,781 2,371,900 2,262,308 (2,354,284)2,404,705 456,303
142、1,715,456 643,347 (733,976)2,081,130 12Table of Contents As of December 31,2021 Parent Consolidatedaffiliates Subsidiaries Eliminating Entries Total RMB US$RMB US$RMB US$RMB US$RMB US$(in thousands)Cash and cash equivalents 1,032,540 162,028 2,948,946 462,754 302,805 47,517 4,284,291 672,299 Restric
143、ted cashcurrent 63,294 9,932 2,528 397 65,822 10,329 Short-term investments 17,866,528 2,803,648 550,000 86,307 3,218,114 504,992 21,634,642 3,394,947 Accounts receivable,net 28,734 4,509 405 64 29,139 4,573 Amounts due from related parties 7,075 1,110 7,075 1,110 Loans receivable,net 1,774,038 278,
144、386 3,629 569 1,777,667 278,955 Prepayments and other current assets 113,595 17,826 849,323 133,276 136,689 21,448 1,099,607 172,550 Intercompany receivables 526,865 82,676 681,611 106,960 (1,208,476)(189,636)Total current assets 19,012,663 2,983,502 6,748,275 1,058,950 4,345,781 681,947 (1,208,476)
145、(189,636)28,898,243 4,534,763 Restricted cashnon-current 13,500 2,118 13,500 2,118 Property and equipment,net 100,931 15,838 1,227 193 102,158 16,031 Investment in and amount due from subsidiaries,andconsolidated affiliates 11,885,179 1,865,044 (11,885,179)(1,865,044)Investments in equity investees
146、1,007,361 158,077 670,110 105,155 880 138 1,678,351 263,370 Intangible assets,net 119,298 18,720 437,718 68,688 557,016 87,408 Goodwill 283,256 44,449 2,841,572 445,905 3,124,828 490,354 Deferred tax assets 20,492 3,216 20,492 3,216 Other non-current assets 3,836 602 11 2 3,847 604 Intercompany rece
147、ivables 7,533,695 1,182,201 (7,533,695)(1,182,201)Total non-current assets 12,892,540 2,023,121 1,211,423 190,098 10,815,103 1,697,127 (19,418,874)(3,047,245)5,500,192 863,101 Total assets 31,905,203 5,006,623 7,959,698 1,249,048 15,160,884 2,379,074 (20,627,350)(3,236,881)34,398,435 5,397,864 Short
148、-term loans 9,000 1,412 9,000 1,412 Accounts payable 42 7 29,077 4,563 262 41 29,381 4,611 Amounts due to related parties 179,859 28,224 179,859 28,224 Payable to investors of the consolidated trusts Prepaid for freight listing fees and other service fees 383,153 60,125 83 13 383,236 60,138 Income t
149、ax payable 9,084 1,425 21,573 3,386 881 138 31,538 4,949 Other tax payable 250,008 39,232 566,479 88,893 78,105 12,256 894,592 140,381 Accrued expenses and other current liabilities 10,765 1,690 1,045,484 164,059 149,930 23,527 1,206,179 189,276 Intercompany payables 681,525 106,946 859,272 134,839
150、(1,540,797)(241,785)Total current liabilities 449,758 70,578 2,736,291 429,384 1,088,533 170,814 (1,540,797)(241,785)2,733,785 428,991 Deferred tax liabilities 26,415 4,145 109,349 17,159 135,764 21,304 Total non-current liabilities 26,415 4,145 109,349 17,159 135,764 21,304 Total liabilities 449,75
151、8 70,578 2,762,706 433,529 1,197,882 187,973 (1,540,797)(241,785)2,869,549 450,295 13Table of ContentsThe following tables presents the condensed consolidated schedule of cash flow data for the periods indicated.For the Years Ended December 31,2019 2020 Parent Consolidatedaffiliates Subsidiaries Eli
152、minatingEntries Total Parent Consolidatedaffiliates Subsidiaries EliminatingEntries Total RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Net cash(used in)providedby operating activities (50,031)(466,864)(367,969)(39,101)(923,965)(12,505)551,586 (195,362)231,023 574,742 Net cash(used in)provid
153、edby investing activities (1,513,540)(122,872)(2,127,625)372,838 (3,391,199)(2,593,765)(72,390)(429,184)404,444 (2,690,895)Net cash provided by(usedin)financing activities 1,287,535 686,725 52,702 (333,737)1,693,225 9,213,148 (977,481)724,248 (635,467)8,324,448 For the Year Ended December 31,2021 Pa
154、rent Consolidatedaffiliates Subsidiaries Eliminating Entries Total RMB US$RMB US$RMB US$RMB US$RMB US$(in thousands)Net cash(used in)provided byoperating activities (187,969)(29,496)(286,501)(44,958)263,051 41,278 (211,419)(33,176)Net cash used ininvesting activities (14,562,068)(2,285,106)(815,721)
155、(128,004)(2,864,575)(449,515)3,843,391 603,112 (14,398,973)(2,259,513)Net cash provided byfinancing activities 8,859,414 1,390,235 1,804,168 283,113 2,081,323 326,606 (3,843,391)(603,112)8,901,514 1,396,842 A.Reserved B.Capitalization and IndebtednessNot required.C.Reasons for the Offer and Use of P
156、roceedsNot required.D.Risk FactorsSummary of Risk FactorsInvesting in our ADSs involves significant risks.You should carefully consider all of the information in this annual report before making aninvestment in the ADSs.Below please find a summary of the principal risks we face,organized under relev
157、ant headings:Risks Relating to Our Business and IndustryRisks and uncertainties relating to our business and industry include,but are not limited to,the following:The Groups historical financial and operating performance may not be indicative of its future prospects and results of operations due tot
158、he limited operating history of some of the Groups business lines,evolving business model and changing market;14Table of Contents The Groups operations have grown substantially since inception.We may not be able to effectively manage the Groups growth,controlthe Groups expenses or implement the Grou
159、ps business strategies;The Groups business may be affected by fluctuations in Chinas 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 competitionor other factors,the FTA platform will become
160、less appealing to shippers and truckers,and the Groups financial results would beadversely impacted;The Group is currently subject to cybersecurity review by regulatory authorities in China,which could materially and adversely affect itsbusiness,results of operations and financial condition;We may n
161、ot succeed in continuing to maintain,protect and strengthen the Groups brands,and any negative publicity about the Group,itsbusiness,its management,its ecosystem participants or the road transportation market in general,may materially and adversely affect theGroups reputation,business,results of ope
162、rations and growth;If the Groups solutions and services do not achieve and maintain sufficient market acceptance or provide the expected benefits toecosystem participants,its financial condition,results of operations and competitive position will be materially and adversely affected;If the Groups us
163、ers,other ecosystem participants or their employees engage in,or are subject to,criminal,violent,fraudulent,inappropriate or dangerous activities,the Groups reputation,business,financial condition,and operating results may be adverselyimpacted;If we fail to effectively match truckers with shipments
164、and optimize our pricing models,the Groups business,financial condition andresults of operations could be adversely affected;We cannot guarantee that our monetization strategies or the Groups business initiatives will be successfully implemented or generatesustainable revenues and profit;The Group h
165、as incurred,and in the future may continue to incur,net losses;and We may be required to write down goodwill and other identifiable intangible assets.Risks Relating to Our Corporate StructureRisks and uncertainties relating to our corporate structure include,but are not limited to,the following:If t
166、he PRC government deems that the contractual arrangements in relation to the Group VIEs do not comply with PRC regulatoryrestrictions on foreign investment in the relevant industries,or if these regulations or the interpretation of existing regulations change in thefuture,we could be subject to seve
167、re penalties or be forced to relinquish our interests in those operations;Our contractual arrangements with the Group VIEs may result in adverse tax consequences to us;We rely on contractual arrangements with the Group VIEs and their shareholders to conduct a substantial part of the Groups operation
168、s inChina,which may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect asto our business;and The shareholders of the Group VIEs may have potential conflicts of interest with us,which may materially and adversely affect ourbusiness an
169、d financial condition.Risks Relating to Doing Business in ChinaWe are subject to risks and uncertainties relating to doing business in China in general,including,but are not limited to,the following:Changes in the political and economic policies of the PRC government may materially and adversely aff
170、ect the Groups business,financialcondition and results of operations and may result in our inability to sustain our growth and expansion strategies;15Table of Contents There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations;The audit report included in
171、this annual report filed with the SEC is prepared by an auditor who is not inspected by the PCAOB and,assuch,our investors are deprived of the benefits of such inspection;Due to the enactment of the HFCA Act,we may not be able to maintain our listing on the NYSE;and You may experience difficulties i
172、n effecting service of legal process,enforcing foreign judgments or bringing original actions in China,based on the United States or other foreign laws,against us,our directors,executive officers or the expert named in this annual report.Therefore,you may not be able to enjoy the protection of such
173、laws in an effective manner.Risks Relating to Our ADSsRisks relating to our ADSs,include,but not limited to,the following:The trading price of our ADSs has been and is likely to continue to be volatile,which could result in substantial losses to holders of ourADSs;We may fail to meet our publicly an
174、nounced guidance or other expectations about the Groups business,which could cause our stock priceto decline;If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about the Groups business,themarket price for our ADSs and their trading volume could
175、decline;and Because we do not expect to pay cash dividends in the foreseeable future,you may not receive any return on your investment unless yousell your ADSs for a price greater than that which you paid for them.Risks Relating to Our Business and IndustryThe Groups historical financial and operati
176、ng performance may not be indicative of its future prospects and results of operations due to the limitedoperating history of some of the Groups business lines,evolving business model and changing market.The Group started its business in 2011 by providing freight listing service through QQ and WeCha
177、t groups.Today,the FTA platform is theworlds largest digital freight platform,according to an industry report commissioned by us and prepared by China Insights Consultancy,or the CICReport,and the Group facilitated GTV of RMB262.3 billion(US$41.2 billion)in 2021.We have limited experience in certain
178、 key aspects of the Groupsbusiness operations,such as freight matching and pricing,offering value-added services,as well as developing and maintaining long-term relationshipswith a wide range of ecosystem participants.In addition,as the Group only has a limited track record as a combined company aft
179、er the completion of thebusiness merger between Yunmanman and Huochebang in 2017,it is difficult to accurately predict the Groups future revenues and budget for its costsand expenses,and the evaluation of the Groups business and prediction about its future performance may not be as accurate as they
180、would be if theGroup 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 the Groups business develops or in response to competition,the Group may continue to introduce new services,make adjustments toits
181、 existing services,its business model or its operations in general.For example,the Group began to monetize its online transaction service bycollecting commissions from truckers for matching selected types of shipping orders originating from certain cities in China in the third quarter of 2020.We can
182、not assure you that this new business model will be successful or generate results that meet our expectations,or at all.Any significant change tothe Groups business model or failure to achieve the intended business results may have a material and adverse impact on the Groups business andresults of o
183、perations.We also face challenges to successfully develop new platform features and expand the Groups service offerings to 16Table of Contentsenhance the experience of shippers and truckers.Therefore,it may be difficult to effectively assess the Groups future prospects.Furthermore,the roadtransporta
184、tion and internet service industries in China are undergoing constant change.The laws and regulations governing the road transportation andinternet service industries in China are also subject to further changes and interpretation.As the market,the regulatory environment or other conditionsevolve,th
185、e Groups existing solutions and services may not continue to deliver the expected business results.You should consider the Groups business and prospects in light of the risks and challenges it encounters or may encounter given the limitedoperating history of some of the Groups business lines,as well
186、 as its evolving business model and changes in the market in which the Group operates.These risks and challenges include the Groups ability to,among other things:continue to maintain,protect and strengthen the Groups brands and reputation;attract or maintain a critical mass of shippers and truckers;
187、continue to provide superior experience to shippers and truckers;keep up with the technological developments and implementation of advanced technologies;effectively match truckers with shipments and optimize the related pricing models;capture monetization opportunities on the FTA platform;comply wit
188、h complex and evolving laws and regulations;maintain and expand cooperative relationships or strategic partnerships with other ecosystem participants;improve the Groups operational efficiency;attract,retain and motivate talented employees,particularly sales and marketing and research and development
189、 personnel to support theGroups business growth;navigate economic conditions and fluctuations;implement the Groups business strategies,including the offering of new services;and comply with evolving laws,rules,policies,guidelines and regulatory requirements and resolve legal actions and regulatory a
190、ctions.The Groups operations have grown substantially since inception.We may not be able to effectively manage the Groups growth,control the Groupsexpenses or implement the Groups business strategies.The Groups operations have grown substantially since inception,which placed significant strain on ou
191、r management and resources.There can beno assurance that the Groups level of revenue growth will be sustainable or achieved at all in the future.We believe that the Groups growth andexpansion will depend on its ability to attract and retain shippers and truckers on the FTA platform,to increase engag
192、ement and transaction activities ofusers on the FTA platform,monetize the Groups services,and leverage its scale of business to manage operating costs and expenses.There can be noassurance that the Group will achieve any of the above.To manage the Groups growth and expansion,we anticipate that we wi
193、ll need to implement a variety of new and upgraded operational systems,procedures and controls,including improving the Groups technology infrastructure as well as internal management systems.Expanding into newbusinesses and developing and adopting new technologies will require the Group to incur add
194、itional labor-related costs,such as compensation,benefitcosts and office rental expenses.We may also need to further expand,train,manage and motivate the Groups workforce and manage its relationshipswith ecosystem participants.All of these endeavors involve risks and will require substantial managem
195、ent efforts and skills and significant additionalexpenditures.The Groups 17Table of Contentsfurther expansion may divert its management,operational or technological resources from the Groups existing business operations.In addition,theGroups expansion may require it to adjust its existing offerings
196、or enter into new market segments,and we may have difficulty in satisfying marketdemands and regulatory requirements.We cannot assure you that we will be able to successfully maintain the Groups growth rate or implement itsfuture business strategies effectively,and failure to do so may materially an
197、d adversely affect its business,financial condition,results of operations andfuture prospects.The Groups business may be affected by fluctuations in Chinas road transportation market.We are sensitive to changes in overall economic conditions that impact cargo volumes and truck capacity.Chinas road t
198、ransportation markethistorically has experienced cyclical fluctuations due to economic slowdowns,downturns in business cycles of shippers,volatility in energy price,pandemic,electricity rationing measures,shortages of raw materials,rising commodity prices and other economic factors beyond our contro
199、l.Deterioration in the economic environment would subject the Groups business to various risks,including the following that may have a material andadverse impact on the Groups operating results and cause it not to achieve growth or profitability:a reduction in overall cargo volumes reduces the Group
200、s revenue and opportunities for growth;in addition,a decline in the volume ofcargo shipped due to a downturn in shippers business cycles or other factors generally results in decreases in order pricing,as truckerscompete for shipping orders to maintain truck productivity,which will affect the Groups
201、 monetization opportunities;a number of truckers may go out of business and the Group may be unable to have sufficient truckers to meet shippers demand when themarket recovers;and the Group may not be able to appropriately adjust its expenses to changing platform activities.In periods of rapid chang
202、e,it is moredifficult to match the Groups staffing levels to its business needs.In addition,the Group has other expenses that are fixed for a period oftime,and it may not be able to adequately adjust them in a period of rapid change in platform activities.Furthermore,Chinas road transportation marke
203、t may experience changes as a result of new technologies.For example,new energy vehicles maybecome prevalent in the future,which could change the supply structure of heavy-duty trucks and potentially reshape the competitive landscape.Similarly,the development of autonomous driving technologies may a
204、ffect the vehicle and labor costs of the road transportation market,which maychange the market landscape.If the Group were unable to adapt to changes in Chinas road transportation market,its business,results of operations andfinancial condition would be materially and adversely affected.If we are un
205、able to attract or maintain a critical mass of shippers and truckers in a cost-effective manner,whether as a result of competition or otherfactors,the FTA platform will become less appealing to shippers and truckers,and the Groups financial results would be adversely impacted.The Groups success sign
206、ificantly depends on its ability to maintain and increase the scale of its network by attracting additional shippers andtruckers to the FTA platform in a cost-effective manner.If shippers choose not to use the FTA platform,the Group may lack sufficient opportunities fortruckers to find shipments,whi
207、ch may reduce the perceived utility of the FTA platform.Similarly,if truckers choose not to offer their services throughthe FTA platform,the Group may lack a sufficient supply of truckers to attract shippers to the FTA platform.An insufficient supply of shippers ortruckers would adversely affect the
208、 Groups revenue and financial results.Although we may benefit from having larger network of shippers and truckersthan our competitors,the network effects of the FTA platform may not result in sufficient competitive advantages or may be overcome by ourcompetitors.Maintaining a balance between shipper
209、 demand and trucker supply for any given route at any given time and the Groups ability to executeoperationally may be more important to service quality than the absolute size of the network.If the Groups service quality diminishes or ourcompetitors services achieve greater market adoption,our compe
210、titors may be able to grow at a quicker rate than we do and may diminish the Groups 18Table of Contentsnetwork effects.Additionally,if we fail to cater to the needs and preferences of shippers and truckers,control the Groups costs in doing so or fail todeliver superior user experience,we may not be
211、able to attract additional shippers and truckers in a cost-effective manner,and the Groups business,financial condition and results of operations may be materially and adversely affected.Transaction activities on the FTA platform may decline materially or fluctuate as a result of many factors,includ
212、ing,among other things,dissatisfaction with the operation of the FTA platform,the price of shipping orders,dissatisfaction with the quality of service provided by the truckers onthe FTA platform,quality of platform user support,negative publicity related to the Groups brands,including as a result of
213、 safety incidents,dissatisfaction with the Groups services and offerings in general or regulatory restrictions on its services.If the Group fails to provide high-qualitysupport,or introduce new or upgraded service offerings,or features that truckers,shippers,as well as ecosystem participants recogni
214、ze as valuable or ifthe Group cannot otherwise attract and retain a large number of shippers and truckers,the Groups GTV and revenue would decline,and its businesswould suffer.In addition,new features and functions on the FTA platform that may be received positively by one category of users may be v
215、iewed asnegative to another category of users.For example,some truckers may be dissatisfied with the“tap and go”feature,which allows a shipper to postshipping order with a fixed price and is intended to replace price negotiation and streamline the transaction process between shippers and truckers,be
216、cause such feature may result in lower prices for certain transactions.Furthermore,although we aim to increase truckers truck utilization,earningspotential,as well as profitability through smarter and more efficient freight matching,some truckers may view the increased efficiency in overall freightp
217、rice discovery and negotiation on the FTA 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,we may introduceaddi
218、tional new features and functions,including pricing mechanisms to automate and minimize negotiations and improve the overall transactionefficiency on the FTA platform.We are committed to protecting interests of all of the FTA platform users and adjusting features and functions on theFTA platform bas
219、ed on user feedbacks.However,we cannot assure you that we will not experience user dissatisfaction or receive negative reactionsfrom platform users.Any complaints and negative comments resulting from user dissatisfaction may cause government inquiries or substantial harm tothe Groups brand,reputatio
220、n and operations.Shippers and truckers on the FTA platform may engage in unethical or fraudulent behaviors that harm the interests of their counterparties.Forexample,shippers may misrepresent cargo information or refuse to pay shipping fees to truckers;and truckers may raise shipping fees after pick
221、ing upcargos.We have implemented rules that are designed to protect the interests of shippers and truckers on the FTA 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 the FTA platform due to t
222、heunethical behaviors of other ecosystem participants.Any decline in the number of shippers or truckers using the FTA platform or their activity level onthe FTA platform would reduce the value of the Groups network and would harm its future operating results.The Group is currently subject to cyberse
223、curity review by regulatory authorities in China,which could materially and adversely affect its business,results of operations and financial condition.In April 2020,the Cyberspace Administration of China,or CAC,and eleven other regulatory authorities of the PRC jointly promulgated the Ruleson Cyber
224、security Review.Pursuant to the Rules on Cybersecurity Review,if an operator of critical information infrastructure purchases internetproducts and services that implicate or may implicate national security,such operator should be subject to cybersecurity review by the CybersecurityReview Office of t
225、he CAC,or CRO.Due to the lack of further interpretations,the exact scope of“operator of critical information infrastructure”underthe Rules on Cybersecurity Review remains unclear.The CRO announced the initiation of a cybersecurity review of the Yunmanman apps and Huochebang apps on July 5,2021.Durin
226、g thecybersecurity review,the Yunmanman and Huochebang apps are required to suspend new user registration.The cybersecurity review remains ongoing asof the date of this annual report.While the 19Table of ContentsGroup has been fully cooperating with the CRO to facilitate its review process,we cannot
227、 predict when the review will be completed,what the CROsfindings will be upon the completion of the review,or what penalties may be imposed on the Group.We cannot assure you that the Group will not befound to have non-compliances or other violations of applicable PRC laws and regulations or will not
228、 be penalized upon completion of the review.Furthermore,if the Group were found to be in violation of applicable laws and regulations of the PRC during such review,the Group could be subject toadministrative penalties,such as warnings,fines,service suspension,removal of the Groups apps from the rele
229、vant app stores,revocation of relevantbusiness permits or licenses,or penalties of other nature that may cause material adverse impact on us.As a result,the Groups business,results ofoperations and financial condition would be materially and adversely affected.On July 10,2021,the CAC and other relat
230、ed authorities released the draft amendment to the Rules on Cybersecurity Review for public commentsthrough July 25,2021.On December 28,2021,the CAC and certain other government authorities promulgated the Revised Cybersecurity ReviewMeasures that replaced the last version and took effect from Febru
231、ary 15,2022,pursuant to which,online platform operator holding over one millionusers information must apply for a cybersecurity review before listing abroad,and operators of“critical information infrastructure”that intend topurchase internet products and services that will or may affect national sec
232、urity must apply for a cybersecurity review,furthermore,the competentgovernment authorities may also initiate a cybersecurity review against the relevant operators where the authorities believe that the network product orservice or data processing activities affect or may affect national security.Ho
233、wever,the scope of potential operators of“critical informationinfrastructure”remains unclear and the identification of any specific critical information infrastructure is subject to industry-specific identification rulespromulgated by relevant regulators and the notice from the relevant regulators,p
234、ursuant to the Regulations on Security Protection of CriticalInformation Infrastructure.In addition,the scope of network product or service or data processing activities that will or may affect national security isalso unclear and subject to the regulatory interpretation.It is uncertain how the Revi
235、sed Cybersecurity Review Measures will be interpreted orimplemented,and whether and how they will affect us.On November 14,2021,the CAC published the Administrative Measures for Internet DataSecurity(Draft for Comments),which provides that data processors conducting the following activities shall ap
236、ply for cybersecurity review:(i)merger,reorganization or division of internet platform operators that have acquired a large number of data resources related to national security,economicdevelopment or public interests affects or may affect national security;(ii)listing abroad of data processors proc
237、essing over one million users personalinformation;(iii)listing in Hong Kong which affects or may affect national security;or(iv)other data processing activities that affect or may affectnational security.The CAC has solicited comments on this draft until December 13,2021,but there is no definite tim
238、etable as to when it will be enacted.As such,substantial uncertainties exist with respect to the enactment timetable,final content,interpretation and implementation of such measures.We may not succeed in continuing to maintain,protect and strengthen the Groups brands,and any negative publicity about
239、 the Group,its business,its management,its ecosystem participants or the road transportation market in general,may materially and adversely affect the Groups reputation,business,results of operations and growth.Enhancing the recognition and reputation of the Groups brands is critical to its business
240、 and competitiveness.Factors that are vital to thisobjective include but are not limited to the Groups ability to:maintain the quality and reliability of services offered on the FTA platform;maintain and develop relationships with shippers,truckers,and other ecosystem participants;provide prospectiv
241、e 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.20Table of ContentsAny malicious or inadvertent negative allegations ma
242、de by the media or other parties about the foregoing or other aspects of the Group,includingbut not limited to its management,business,regulatory compliance,financial condition or prospects,whether with merit or not,could severely hurt theGroups reputation and harm its business and results of operat
243、ions.As the road transportation market in China is under constant development and the regulatory framework for this market is subject to changes anddevelopments,negative publicity about this industry may arise from time to time.Negative publicity about the road transportation market in generalmay al
244、so have a negative impact on the Groups reputation,regardless of whether we have engaged in any inappropriate activities.Any actual orperceived failure of other digital freight platforms to detect or prevent illegal activities or provide high-quality services could compromise the Groupsimage,undermi
245、ne the trust and credibility we have established and have a negative impact on the Groups ability to attract new shippers,truckers andother ecosystem participants.Negative developments in the road transportation market,such as fraudulent or illegal behavior by industry participants,may also lead to
246、tightened regulatory scrutiny of the sector and limit the scope of permissible business activities that may be conducted by us.If any ofthe foregoing takes place,the Groups business and results of operations could be materially and adversely affected.The Group collaborates with various road transpor
247、tation industry participants in providing its solutions and services.Such participants includefinancial institutions,insurance companies,gas station operators and other business partners.Negative publicity about such counterparties,includingany failure by them to adequately protect the information o
248、f shippers and truckers,to comply with applicable laws and regulations or to otherwise meetrequired quality and service standards could harm the Groups reputation.If the Groups solutions and services do not achieve and maintain sufficient market acceptance or provide the expected benefits to ecosyst
249、emparticipants,its financial condition,results of operations and competitive position will be materially and adversely affected.The Group has incurred and will continue to incur expenses to develop,adjust and market existing or new solutions and services for shippers andtruckers.For example,we plan
250、to establish and expand dedicated teams to design and develop user experiences and operations for intra-city and LTLservices,respectively,to better serve the unique user needs of these verticals.Adjusted or new solutions and services must achieve high levels of marketacceptance in order for us to re
251、coup the Groups investment in developing,acquiring and bringing them to market.The Groups existing or new solutions and services and changes to the FTA platform could fail to maintain or achieve sufficient market acceptancefor many reasons,including but not limited to:our failure to predict market d
252、emand accurately and supply solutions and services that meet this demand in a timely fashion;ecosystem participants may not like,find useful or agree with the functions and features of the Groups solutions and/or services,feescharged for the Groups solutions and/or services,or any changes we make;ou
253、r failure to properly price new solutions and services;negative publicity about the Groups solutions and services or the FTA platforms performance or effectiveness;the Groups failure to satisfy the expectations of the quality or reliability of its solutions and/or services;views taken by regulatory
254、authorities that the Groups solutions and services or platform changes do not comply with PRC laws,rules orregulations applicable to us;and 21Table of Contents the introduction or anticipated introduction of competing solutions and services by our competitors,particularly in the intra-city and LTLse
255、gments.If the Groups existing solutions and services do not maintain market acceptance,or its new solutions and services do not achieve adequateacceptance in the market or provide the expected benefits to ecosystem participants,the level of user engagement and transaction activities on the FTAplatfo
256、rm may decrease and the Groups market share and profitability may be negatively affected,which could materially and adversely affect itsbusiness,financial condition,results of operations and prospects,as well as its reputation and brands.In addition,the Group may incur higher cost andexpenses as a r
257、esult of adjusted or new solutions and services.New solutions and services may also subject the Group to additional regulatory orlicensing requirements.Failure by the Group to comply with any such new regulatory or licensing requirements could materially and adversely affect itsbusiness and results
258、of operations.If the Groups users,other ecosystem participants or their employees engage in,or are subject to,criminal,violent,fraudulent,inappropriate ordangerous activities,the Groups reputation,business,financial condition,and operating results may be adversely impacted.We are not able to control
259、 or predict the actions of shippers,truckers and other ecosystem participants,either during their use of the FTA platformor otherwise,and we may be unable to protect or provide a safe environment for ecosystem participants and other third parties as a result of certainactions by shippers,truckers an
260、d other ecosystem participants.Such actions may result in accidents,injuries,loss of cargo,truck damage,leakage ofsensitive personal information,business interruption,or damages to the Groups financial condition,brands and reputation.The Groups users may alsosuffer damages due to false or misleading
261、 information posted on the FTA platform.Although the Group administers certain qualification measures forshippers and truckers,including requiring identity information from shippers and truckers in the user registration process,these qualification measuresmay not provide the Group with all potential
262、ly relevant information.Furthermore,if the Group fails to duly verify the requisite qualifications or licensesof shippers,truckers or other ecosystem participants,it may be subject to fines,penalties or other regulatory actions.In addition,as an online platform,the Group does not inspect the cargos
263、that truckers carry,and such cargos may contain unsafe,prohibited or restricted items.The Group also does notindependently test truckers driving skills.Consequently,the Group expects to continue to receive complaints from shippers,and it may become subjectto actual or threatened legal action related
264、 to truckers conduct.Due to the large number of transactions on the FTA platform,we may not be able to identify every incident of inappropriate,illegal or fraudulentactivities involving the FTA platform,or prevent all such activities from occurring.For example,if truckers engage in criminal activiti
265、es,fraud ormisconduct,such as speeding,drowsy driving and other traffic violations,operating beyond licensed scope,or use the FTA platform as a conduit forcriminal or fraudulent activities,shippers may not consider the Groups service offerings safe,and we may receive negative press coverage or regul
266、atoryinquiries as a result of the Groups business relationships with such truckers,which would adversely impact the Groups brands,reputation,andbusiness.On the other hand,if shippers engage in criminal or fraudulent activities or misconduct while using the FTA platform,truckers may beunwilling to co
267、ntinue using the FTA platform.We cannot assure you the Groups safety measures against potential criminal activities and safetyincidents will be effective.If any of these happens,the Groups ability to attract platform users may be harmed,and its business and financial resultscould be adversely affect
268、ed.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 the FTA platform,relevant governmental authorities may also intervene and hold the Groupliable for non-compliance wi
269、th applicable laws and regulations and subject the Group to penalties.Defending or attending to such actions could becostly and require significant time and attention of our management and other resources,which would materially and adversely affect the Groupsbusiness.Public reporting or disclosure o
270、f safety incidents reportedly occurring on or related to the FTA platform,whether generated by us or third partiessuch as media or regulators,may adversely impact the Groups business 22Table of Contentsand financial results.Furthermore,we may be subject to claims of significant liability based on tr
271、affic accidents,deaths,injuries,or other incidents thatare caused by truckers or shippers while using the FTA platform,or even when shippers or truckers are not actively using the FTA platform.In addition,regulators may decide to hold us liable for incidents caused by shippers or truckers,despite th
272、e Groups status as a platform that facilitates transactionsbetween shippers and truckers.Even if these claims or regulatory proceedings do not result in liability or penalties on the Group,it could incursignificant costs in investigating and defending against them or suffer significant reputational
273、damage,which could have a material and adverse effect onthe Groups prospects and future growth,including its ability to attract and retain shippers and truckers.If we fail to effectively match truckers with shipments and optimize our pricing models,the Groups business,financial condition and results
274、 ofoperations could be adversely affected.We offer shippers and truckers a digital freight platform that matches them efficiently.The Groups ability to attract shippers and truckers to use,and build trust in,the FTA platform is significantly dependent on its ability to match suitable shipping orders
275、 to reliable truckers.In order to recommendor present suitable shipping orders to truckers,our matching algorithms compare the labels of cargos with those of the trucker and predict the probabilityfor the trucker to accept each shipping order.If the quantity or quality of data available to us for an
276、alysis is unsatisfactory,or if our matching algorithmshave deficiencies,our matching may not be effective,resulting in low fulfillment rates on the FTA platform,which in turn would materially andadversely affect the Groups business,financial condition,results of operations and prospects.In addition,
277、we apply freight pricing models in our“tap and go”feature for shippers and,in certain circumstances,commission-charging for onlinetransaction service.Our system generates a recommended price based on the prices of historical comparable shipping orders for shippers to determinethe actual price for th
278、eir shipping orders.In addition,in certain circumstances,such as when the order prices are not available to us,the Groupscommissions for online transaction service are based on fair market prices estimated by our freight pricing models.The pricing methodology depends onthe availability of comparable
279、 historical transaction data.If our freight pricing models are flawed or ineffective or the data we accumulate are incorrector incomplete,our price recommendation or estimate could be adversely affected.Shippers may not use our“tap and go”feature if our pricerecommendation fails to serve as a meanin
280、gful reference.With respect to the Groups commissions for online transaction service,underestimation of thefair market price would reduce the amount of commissions paid by truckers to us,and overestimation of such price would result in truckerdissatisfaction.As a result of such flawed pricing,the Gr
281、oups business,brands,reputation,results of operations and financial condition may bematerially and adversely affected.We cannot guarantee that our monetization strategies or the Groups business initiatives will be successfully implemented or generate sustainablerevenues and profit.We are at an early
282、 stage of monetizing the FTA platform services and our monetization model is evolving.Historically,the Groups revenue fromits digital freight platform primarily consisted of membership fees from shippers and service fees from shippers for freight brokerage service,and theGroup also generated revenue
283、 from various value-added services.We cannot assure you that we can successfully implement the Groups existingbusiness model to generate sustainable revenue.In addition,the Group started to monetize the online transaction service in the third quarter of 2020.Currently,for selected types of shipping
284、orders originating from certain cities in China,the consolidated affiliates collect commissions from truckers forshipping transactions matched through the online transaction service.We cannot assure you that the Group will be able to successfully monetize itsonline transaction service or generate re
285、sults that meet our expectations,or at all.If the Groups existing business model fails to maintain marketacceptance or we fail to develop or implement new monetization strategies,we may not be able to maintain or increase the Groups revenue oreffectively manage any associated costs.In addition,we ar
286、e exploring and will continue to explore new business initiatives that we believe are importantto the Groups long-term success and future growth,but they may have the effect of increasing the Groups costs,reducing its revenue and lowering itsmargins and profit,and this effect may be significant in t
287、he short term and potentially over longer periods.23Table of ContentsFurthermore,we may introduce new products and services or increase investments in products and services for which we have limited scale oroperating experience.For example,we plan to establish and expand dedicated teams to design an
288、d develop user experiences and operations for intra-cityand LTL services to better serve the unique user needs of these verticals.The Groups services in these segments may be less profitable than otherservices.If these new products or services fail to meet our expectations or are unable to attract o
289、r engage shippers and truckers or other ecosystemparticipants,as the case may be,we may fail to diversify the Groups revenue streams or generate sufficient revenues to justify its investments and costs,and its business and operating results may suffer as a result.The Group has incurred,and in the fu
290、ture may continue to incur,net losses.The Group has incurred significant losses in the past.It incurred net loss of RMB1,523.7 million,RMB3,470.5 million and RMB3,654.5 million(US$573.5 million)in 2019,2020 and 2021,respectively.We will need to generate and sustain increased revenue levels and effec
291、tively manageexpenses 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-termsuccess and future growth.We have in the past and will continue to invest in efforts to serve more shippers and truckers,enhance their
292、user experience,and expand the capabilities and scope of the FTA platform.We believe these efforts are important to the Groups long-term success and future growth,but they may have the effect of increasing the Groups costs,reducing its revenue and/or increasing its net losses,and this effect may be
293、significant inthe short term and potentially in the long term.These efforts may also prove more expensive than we anticipate,and we may not succeed in increasingthe Groups revenue sufficiently to offset these expenses.For example,we may aggressively expand the Groups market share in intra-city and L
294、TLverticals,and we may incur substantial costs in connection with such efforts.In addition,as part of the Groups future growth strategy,we may decide tolower the Groups service fee for freight brokerage service to serve more shippers and drive their engagement,which would result in lower revenue fro
295、mfreight brokerage service in the near term.Furthermore,many of our efforts to generate revenue are new and unproven,and any failure to adequatelyincrease revenue or contain the related costs could prevent us from attaining or increasing profitability.The Groups strategic investments andacquisitions
296、 may also adversely affect its results of operations.For example,our investment in PlusAI Corp,or Plus,may have the effect of increasingthe Groups net losses in the future.Plus is a developer of automated driving systems for trucks,and it has incurred significant losses and may notbecome profitable
297、in the near future or at all.As such,we may not be able to achieve,maintain or increase profitability in the future.We face risks associated with the cargo transported using the freight brokerage service and vicarious liability for vehicles registered with the Group.The consolidated affiliates handl
298、e a large volume of cargos through the freight brokerage service,and face challenges with respect to the safety ofthese cargos.Cargos may be stolen,damaged or lost for various reasons,and the consolidated affiliates may be perceived or found liable for suchincidents.Although the consolidated affilia
299、tes only assume liability for cargo damages up to RMB20,000 per shipment under their shipping agreements,we may need to expend resources on responding to and defending against claims arising out of these incidents.Furthermore,there can be no assurancethat the consolidated affiliates will be able to
300、limit our liability to RMB20,000 per shipment in every instance.In addition,the consolidated affiliates donot inspect cargos for unsafe,prohibited or restricted items.Unsafe items,such as flammables and explosives,toxic or corrosive items and radioactivematerials,may damage other cargos,injure recip
301、ients,harm truckers,damage properties or cause serious accidents.Furthermore,if truckers on the FTAplatform transport and deliver prohibited or restricted items,the consolidated affiliates may be subject to administrative or criminal penalties,and if anypersonal injury or property damage takes place
302、,the consolidated affiliates 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 financingneeds in connection with our legacy financial leasing business.Although we have ceased o
303、ffering financial leases and stopped registering new vehicles,our transportation companies may 24Table of Contentscontinue to face vicarious liability for traffic accidents,deaths,injuries,cargo damage or other incidents that are caused by vehicles registered with us.The Groups auto insurance and ge
304、neral liability insurance policies may not cover all potential claims to which we are exposed,and may not be adequateto indemnify us for all potential liabilities.These incidents may also subject us to negative publicity,which could adversely affect the Groups business,operating results,and future p
305、rospects.The COVID-19 outbreak has adversely affected,and may continue to adversely affect the Groups results of operations.In an effort to halt the COVID-19 outbreak,the PRC government placed significant restrictions on travel within China and closed certainbusinesses during certain periods since J
306、anuary 2020,and governments outside of China have halted or sharply curtailed the movement of people,goodsand services to and from China.Moreover,the COVID-19 outbreak has become a global pandemic and affected regions outside of China,such asEurope and North America.While the Group has resumed norma
307、l business operations,it experienced certain disruptions in its operations as a result ofthe government imposed suspensions due to the COVID-19 outbreak in China.A substantial number of the Groups offices were closed for certainperiods in February and March of 2020.The Groups offices in Nanjing were
308、 also closed for certain days in July and August 2021.In addition,theCOVID-19 outbreak materially and adversely affected shippers operations,resulting in major declines in shipper demand and transaction activities onthe FTA platform in the first quarter of 2020.During the same period,we also experie
309、nced significant declines in trucker supply due to quarantines andtravel restrictions imposed on truckers,as well as certain temporary highway closures in China.The Groups average monthly GTV was RMB6.4 billionin January and February 2020,declining by 42.2%compared to average monthly GTV in the four
310、th quarter of 2019.In addition,there have beensporadic new COVID-19 variant outbreaks in China since July 2021,which resulted in temporary travel restrictions affecting a number of areas coveredby the Groups network.As a result,the Groups GTV was negatively impacted during the second half of 2021.Si
311、nce March 2022,major outbreaks ofthe Omicron variant of COVID-19 have occurred in many parts of China.These outbreaks have resulted in lockdowns,highway closures and otherrestrictive measures across China,which have severely disrupted the operations of countless shippers and truckers.Unless the Omic
312、ron outbreaks areswiftly brought under control,we expect these outbreaks to have a material and adverse effect on the Groups business and results of operations.For thesecond quarter of 2022,the Group is likely to experience year-on-year declines in both GTV and fulfilled orders.Concerns about the pa
313、ndemic and its potential impact on the Chinese and global economy have created uncertainty about the overall demand forroad transportation solutions,which could have negative implications for road transportation market.We are unable to accurately predict the full impactof COVID-19 on the Groups busi
314、ness,results of operations,financial position and cash flows due to numerous uncertainties,including the severity ofthe disease,the geographic scope and duration of the outbreaks,additional restrictive measures that may be taken by governmental authorities,as well asthe further impact on the busines
315、s of shippers,truckers and other ecosystem participants.If we fail to keep up with the technological developments and implementation of advanced technologies,the Groups business,results of operationsand prospects may be materially and adversely affected.We apply technologies to serve the Groups ecos
316、ystem participants more efficiently and bring them better user experience.The Groups successwill in part depend on its 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 the FTA pl
317、atform and services to changes in technological developments in an effective and timelymanner,the Groups business operations may suffer.Changes in technologies may require substantial expenditures in research and development as wellas in modification of the Groups services,which may be disruptive to
318、 its business and can be time-consuming and expensive,and may increasemanagement responsibilities and divert management attention.Hurdles in implementing technological advances may result in the Groups servicesbecoming less attractive to ecosystem participants,which,in turn,may materially and advers
319、ely affect its business,results of operations and prospects.25Table of ContentsWe are subject to the evolving laws and regulations governing the road transportation,internet service and insurance industries in the PRC.Heightened regulatory scrutiny may lead to frequent regulatory communications,inqu
320、iries or investigations that could materially and adverselyaffect the Groups business model,results of operations and prospects.The Groups business is subject to a variety of laws and regulations in the PRC governing the rapidly evolving road transportation,internet serviceand insurance industries.T
321、he application and interpretation as to certain of these laws and regulations are currently ambiguous and evolving,and may beinterpreted and administered inconsistently between the different government authorities and local bureaus.As of the date of this annual report,we have not been subject to any
322、 material fines or other penalties due to any material violations of applicablePRC laws or regulations.However,if the PRC government continues to tighten its regulatory framework for the road transportation and internet serviceindustries in the future,and subject industry participants such as our Co
323、mpany to new or specific requirements,such as licensing requirements,orrequire us to adjust the Groups existing business practices,the Groups business,financial condition and prospects would be materially and adverselyaffected.In April and May 2021,we,together with several other industry players,wer
324、e requested to attend certain regulatory guidance meetings andsubsequently,furnish materials concerning the Groups business practices in user(particularly trucker)protection,pricing,competition and other aspectsto the relevant regulators for their review.In January 2022,we attended a similar regulat
325、ory guidance meeting.Going forward,we may continue to berequired to attend similar meetings or become subject to regulatory inquiries or investigations with PRC regulators.There is no guarantee that suchregulatory communications would not result in substantial penalties or orders that require us to
326、adjust the Groups existing business practices in waysthat may materially and adversely affect its growth and results of operations.Compliance with existing and future rules,laws and regulations can becostly and if the Groups practices are deemed to violate any existing or future rules,laws and regul
327、ations,we may face injunctions,including orders tocease non-compliant activities,and may be exposed to other penalties as determined by the relevant government authorities as well.We may also sufferreputational damages,if the Group or its business partners are deemed to violate any existing or futur
328、e rules,laws and regulations.Under PRC laws and regulations,internet content providers and internet publishers are prohibited from posting or displaying over the internet orwireless networks content that,among other things,violates the principle of the PRC constitution,laws and regulations,impairs t
329、he national dignity ofChina or the public interest,or is obscene,superstitious,fraudulent or defamatory.If any of the content posted or displayed on the FTA platform isdeemed by the PRC government to violate any content restrictions,we could become subject to penalties,including confiscation of inco
330、me,fines,suspension of business and revocation of required licenses,which could materially and adversely affect the Groups business,financial condition andresults of operations.In addition,the insurance brokerage business of Guiyang Shanen Insurance Brokerage Co.,Ltd.,or Shanen Insurance,has been an
331、d willcontinue to be subject to regular and ad hoc regulatory inspections and actions by China Banking and Insurance Regulatory Commission,or the CBIRC,and other authorities regarding its compliance with applicable rules and regulations.Following an inspection of Shanen Insurance from July toSeptemb
332、er 2021,the local counterpart of CBIRC issued a letter in December 2021 identifying certain non-compliance incidents regarding the operationsof Shanen Insurance and the rectification actions that Shanen Insurance was required to take.As of the date of this annual report,Shanen Insurancehas taken the
333、 rectification actions as well as measures to enhance internal control,and applied for a follow-up inspection with the local counterpart ofCBIRC.Due to the non-compliance incidents identified in the letter,Shanen Insurance may face fines,restrictions on its business actives or even arevocation of its permit for insurance brokerage business under the applicable laws and regulations.Any such actions
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