货运平台满帮集团上市IPO招股书

1、Full Truck Alliance Co. Ltd.Representing 1,650,000,000 Class A Ordinary SharesThis is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Full Truck Alliance Co. Ltd.We are offering 82,500,000 ADSs to be sold in this offering. Each ADS represent

2、s 20 Class A ordinary shares, US$0.00001 par value per share. The initial public offering price per ADS is US$19.00. Prior to this offering, there has been no public market for the ADSs or our shares. The ADSs have been approved for listing on the New York Stock Exchange, or the NYSE, under the symb

3、ol “YMM.” We are an “emerging growth company” under applicable United States federal securities laws and are eligible for reduced public company reporting requirements.See “ HYPERLINK l _bookmark3 Risk Factors” on page 26 to read about factors you should consider before buying the ADSs.Neither the U

4、nited States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.Per ADS TotalInitial public offering priceUS$19.00US$1,56

5、7,500,000Underwriting discounts and commissions(1)US$0.665US$54,862,500Proceeds, before expenses, to usUS$18.335US$1,512,637,500For additional information on underwriting compensation, see “Underwriting.”To the extent that the underwriters sell more than 82,500,000 ADSs in this offering, the underwr

6、iters have a 30-day option to purchase up to an aggregate of 12,375,000 additional ADSs from us at the initial public offering price less the underwriting discounts and commissions.Each of Ontario Teachers Pension Plan Board and an entity affiliated with Mubadala Investment Company PJSC, an Abu Dhab

7、i-based sovereign investor, or Mubadala, has agreed to purchase US$100.0 million of our Class A ordinary shares from us in a private placement exempt from registration under the Securities Act of 1933, as amended, or the Securities Act, in reliance on Regulation S under the Securities Act at a price

8、 per share equal to the initial public offering price adjusted for the ADS-to-Class A ordinary share ratio. This transaction is contingent upon, and is scheduled to close concurrently with the closing of this offering. See “Concurrent Private Placement.”An affiliate of Fidelity International, one of

9、 our existing shareholders, has subscribed for, and has been allocated by the underwriters, an aggregate of 10,000,000 ADSs being offered in this offering at the initial public offering price and on the same terms as the other ADSs being offered. In addition, Invesco Advisers, Inc., or Invesco, the

10、principal U.S. investment advisory subsidiary of Invesco, Ltd., acting as discretionary investment adviser for and on behalf of various funds and accounts, or the Invesco Managed Funds, has subscribed for, and has been allocated by the underwriters, an aggregate of 15,000,000 ADSs being offered in t

11、his offering at the initial public offering price and on the same terms as the other ADSs being offered.Upon the completion of this offering and the concurrent private placement, 18,648,294,981 Class A ordinary shares and 3,068,619,066 Class B ordinary shares will be issued and outstanding. Holders

12、of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share will be entitled to one vote, and each Class B ordinary shares will be entitled to 30 votes and will be convertible to one Class A ordinary share at a

13、ny time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Mr. Peter Hui Zhang, our founder, chairman and chief executive officer, will hold the voting power over all of our issued Class B ordinary shares, which, together with the

14、 Class A ordinary shares he will hold, will represent in the aggregate 83.4% of the voting power of our total issued and outstanding shares immediately after the completion of this offering and the concurrent private placement, assuming the underwriters do not exercise their option to purchase addit

15、ional ADSs. As a result, we will be a “controlled company” as defined under the rules of the NYSE.The underwriters expect to deliver the ADSs against payment in New York, New York on June 24, 2021.Morgan StanleyCICCGoldman SachsUBS Investment BankHuatai SecuritiesCitigroupNomuraChina RenaissancePros

16、pectus dated June 21, 2021CLSA LimitedTABLE OF CONTENTS HYPERLINK l _bookmark1 Prospectus Summary1 HYPERLINK l _bookmark2 Summary Consolidated Financial and Operating Data20 HYPERLINK l _bookmark3 Risk Factors26 HYPERLINK l _bookmark4 Special Note Regarding Forward-Looking Statements and Industry Da

17、ta81 HYPERLINK l _bookmark5 Use of Proceeds82 HYPERLINK l _bookmark6 Dividend Policy83 HYPERLINK l _bookmark7 Capitalization84 HYPERLINK l _bookmark8 Dilution86 HYPERLINK l _bookmark9 Enforcement of Civil Liabilities89 HYPERLINK l _bookmark10 Our History and Corporate Structure91 HYPERLINK l _bookma

18、rk11 Selected Consolidated Financial Data98 HYPERLINK l _bookmark12 Managements Discussion and Analysis of Financial Condition and Results of Operations103 HYPERLINK l _bookmark13 Industry Overview134 HYPERLINK l _bookmark14 Business140 HYPERLINK l _bookmark15 Regulations165 HYPERLINK l _bookmark16

19、Management179 HYPERLINK l _bookmark17 Principal Shareholders188 HYPERLINK l _bookmark18 Related Party Transactions193 HYPERLINK l _bookmark19 Description of Share Capital196 HYPERLINK l _bookmark20 Description of American Depositary Shares209 HYPERLINK l _bookmark21 Shares Eligible for Future Sale21

20、9 HYPERLINK l _bookmark22 Taxation221 HYPERLINK l _bookmark23 Underwriting227 HYPERLINK l _bookmark24 Concurrent Private Placement241 HYPERLINK l _bookmark25 Expenses Related to this Offering242 HYPERLINK l _bookmark26 Legal Matters243 HYPERLINK l _bookmark27 Experts243 HYPERLINK l _bookmark28 Where

21、 You Can Find More Information244 HYPERLINK l _bookmark29 Index to Consolidated Financial StatementsF-1No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writing prospectus we may authorize to be

22、 delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy, only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The informati

23、on contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or any sale of the ADSs.Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus or any filed free writ

24、ing prospectus in any jurisdiction where other action for that purpose is required, other than in the United States. Persons outside theUnited States who come into possession ofithis prospectus or any free writing prospectus filed with the United States Securities and Exchange Commission, or SEC, mu

25、st inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.Until July 16, 2021 (the 25th day after the date of this prospectus), all dealers that buy, sell or

26、 trade ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.iiPROSPECTUS SUMMARYThis summary high

27、lights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in the ADSs. You should carefully read the entire prospectus, including “Risk Factors” and the financial statements, bef

28、ore making an investment decision. This prospectus contains information from an industry report commissioned by us and prepared by China Insights Consultancy, or CIC, an independent market research firm, to provide information regarding our industry and our market position in China. We refer to this

29、 report as the CIC Report.Our MissionOur mission is to make logistics better. We are shaping the future of logistics with technology.Logistics is the lifeblood of our economy, powering the movement of goods and connecting the engines of production and consumption. We aspire to revolutionize logistic

30、s, improve efficiency across the value chain and reduce carbon footprint for our planet.OverviewFull Truck Alliance, or FTA, is the worlds largest digital freight platform by gross transaction value, or GTV, in 2020, according to the CIC Report. We have transformed Chinas road transportation industr

31、y by pioneering a digital, standardized and smart logistics infrastructure across the value chain.Our platform connects shippers with truckers to facilitate shipments across distance ranges, cargo weights and types. We have built a vibrant ecosystem of millions of shippers and truckers. In March 202

32、1, approximately 1.4 million shippers posted shipping orders on our platform. In 2020, we facilitated 71.7 million fulfilled orders with GTV of RMB173.8 billion (US$26.6 billion), and over 2.8 million truckers fulfilled shipping orders on our platform. Approximately 20% of all Chinas heavy-duty and

33、medium-duty truckers fulfilled shipping orders on our platform in 2020, according to the CIC Report. In the first quarter of 2021, we facilitated 22.1 million fulfilled orders with GTV of RMB51.5 billion (US$7.9 billion), representing 170.2% and 108.0% year-over-year growth, respectively.Industry Ba

34、ckground and ChallengesChina has the worlds largest road transportation market with a market size of RMB6.2 trillion (US$951.5 billion) in 2020, according to the CIC Report. The transportation of full-truckload, or FTL, and less-than-truckload, or LTL, shipments, makes up a majority of the road tran

35、sportation market in China, amounting to RMB5.3 trillion (US$816.7 billion) in 2020 and expected to reach RMB6.5 trillion by 2025, according to the CIC Report.The road transportation industry in China is highly fragmented, complex and inefficient. Road shipments are primarily arranged on-demand, and

36、 information is highly asymmetric. There is a high degree of fragmentation among both shippers and truckers, with a large long-tail of shippers who are small and medium-sized enterprises, and truckers who are individual owner-operators. This is structurally different from the U.S., where shippers ar

37、e concentrated and served by scaled incumbents. In China, the matching of shippers and truckers traditionally took place offline in remote logistics parks, where shipping orders were written on blackboards in a disorganized manner, with most of the negotiation process conducted over the phone or in

38、person.As a result, industry participants faced significant challenges in China. Typically, shippers spent days to find a trucker and had to go through multiple layers of middlemen, resulting in higher costs. Pricing was opaque, and1transactions were entered into in blind faith, without adequate pro

39、tection of shipper or trucker interests. Truck utilization was limited due to highly asymmetric information, especially for individual truckers on back-hauls, who usually spent days in finding their next shipments. Truckers made frequent trips to logistics parks, which were typically over 50 kilomet

40、ers away from their last shipment destinations, to find their next shipments, resulting in wasted mileage, fuel costs and time. They were not able to plan their routes and had limited visibility on their income. The lack of standardized protocols and trust between shippers and truckers led to freque

41、nt disputes, resulting in unfulfilled transactions and payment delays, further undermining trust and efficiency in the industry.The FTA PlatformWe believe the key to addressing these industry challenges is a digital, standardized and smart platform that connects shippers and truckers seamlessly. Lev

42、eraging the proliferation of smartphones and the mobile internet, we established nationwide infrastructure and industry standards that promote transparency, trust and efficiency across the logistics industry. In so doing, we are contributing to Chinas economic growth, improving lives of millions of

43、shippers and truckers, and reducing carbon footprint for our planet.Yunmanman and Huochebang were founded in 2013 and 2011, respectively, and both companies rapidly grew to become leading digital freight platforms in China. The two companies merged to create FTA in 2017, establishing a nationwide ro

44、ad logistics network with significant economies of scale.We are constantly improving our offerings to better meet the diverse, complex and often non-standard needs of industry participants. We have evolved from a directory of freight listings to an ecosystem that enables logistics transactions from

45、end to end with data-driven technology and a comprehensive range of value-added services.The diagram below illustrates the major components of our platform.Freight matching servicesFreight listing service. In 2011 and 2013, Huochebang and Yunmanman each began providing freight listing service throug

46、h QQ and WeChat groups, taking the first step towards the digital transformation2of Chinas road transportation industry. At the end of 2013 and early 2014, Yunmanman and Huochebang each launched their mobile apps, where shippers could post shipping orders and truckers could contact them to find thei

47、r next shipments in a standardized manner. After the two companies merged at the end of 2017, we began monetization of freight listing service in 2018 by launching membership service for frequent shippers, allowing paying shippers to post more shipping orders than non-paying shippers.Freight brokera

48、ge service. In January 2018, we launched freight brokerage service, going a step further from freight listing service to provide end-to-end freight matching service with a higher level of service quality assurance to shippers. As a freight broker, we enter into contracts with shippers to sell shippi

49、ng service and platform service and also enter into contracts with truckers to purchase shipping service. The difference between the amount we collect from shippers and the amount we pay to truckers represents our platform service fee. We assume the legal obligation to pay value-added tax, or VAT, w

50、hich is assessed on the entire selling price of the shipping service and platform service. We receive partial tax refunds in the form of government subsidies from local financial bureaus as an incentive for developing the local economy and business. We issue VAT invoices to shippers that they can us

51、e for tax deductions, solving a significant pain point for many shippers when contracting with truckers. Shippers can track the transaction at each step in real-time and make payment for freight fees online. We also assume liability for cargo damages up to a specific amount per shipment, and obtain

52、cargo insurance under certain circumstances to mitigate our risk.Online transaction service. Building on the technology and operational knowhow developed from our freight listing and brokerage services, we launched online transaction service to further digitalize shipping transactions and enable shi

53、ppers and truckers to transact through our platform. Truckers are required to make payments for freight deposits to our platform to secure a shipping order, which contributes to better service quality and higher fulfillment rates. We also offer shippers the option to track the transactions at each s

54、tep in real-time. In August 2020, we began monetization of our online transaction service by collecting commissions from truckers on selected types of shipping orders originating from an initial batch of three cities, namely Hangzhou, Huzhou and Shaoxing. In March 2021, we collected commissions on s

55、hipping orders with GTV of RMB793.8 million, representing 96.8% of the total GTV originating from these three cities on our platform. Our daily average order volume and trucker retention remained stable in these cities since August 2020, demonstrating our users acceptance of such commissions. We sta

56、rted collecting commissions on shipping orders originating from certain other cities on a smaller scale in the fourth quarter of 2020. In March 2021, we collected commissions in a total of 60 cities on shipping orders with GTV of RMB8.6 billion, representing 89.6% of the total GTV originating from t

57、hese 60 cities and 36.3% of the total nationwide GTV facilitated through our platform in the same month. Our total commission charges from these 60 cities were RMB46.6 million in March 2021.Value-added servicesWe provide a range of value-added services, which cater to various essential needs of ship

58、pers and truckers and increase their stickiness and engagement on our platform. Shippers can access transportation management system, credit solutions and insurance on our platform. Truckers can access software for routing and managing traffic ticket records, credit solutions, insurance, electronic

59、toll collection, or ETC, services and energy services on our platform.3Benefits to Shippers and TruckersKey benefits we provide to shippers and truckers include:Efficient freight matching. Shippers can post shipping orders in a standardized manner on their mobile phones anytime and anywhere, without

60、 having to go through intermediaries or travel to logistics parks. Shippers can get quotes from reliable truckers often within minutes rather than days and make informed decisions about their suitability based on truckers profiles and track records. Truckers can find shipments in minutes while on-th