EX-4.5 6 d260023dex45.htm EX-4.5 EX-4.5

Exhibit 4.5

AMENDMENT NO. 1

TO

SHAREHOLDERS’ AGREEMENT

THIS AMENDMENT NO. 1 TO THE SHAREHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2021 by and among:

 

  1.

Full Truck Alliance Co. Ltd., an exempted company organized under the laws of the Cayman Islands with its registered office located at Vistra (Cayman) Limited, P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 – 1205, Cayman Islands (the “Company”);

 

  2.

Persons listed on Schedule I hereto who collectively constitute the Majority Ordinary Shareholders as defined in the Shareholders’ Agreement (as defined below);

 

  3.

Persons listed on Schedule II-1 hereto who collectively constitute the Majority Series A Preferred Shareholders as defined in the Shareholders’ Agreement (as defined below);

 

  4.

Persons listed on Schedule II-2 hereto who collectively own the majority of the Series A-15 Preferred Shares (the “Majority Series A-15 Preferred Shareholders”); and

 

  5.

Persons listed on Schedule II-3 hereto who collectively own the majority of the Series A-16 Preferred Shares (the “Majority Series A-16 Preferred Shareholders”).

RECITALS

WHEREAS the Company, holders of the Ordinary Shares, holders of the Preferred Shares, certain subsidiaries of the Company and certain individuals entered into the Fifth Amended and Restated Shareholders’ Agreement, dated as of November 17, 2020 (the “Shareholders’ Agreement”), in relation to the management of the Company and the relationship between the shareholders of the Company and other related parties.

WHEREAS the Company proposes to engage in a public offer (the “IPO”) and sale of American depositary shares representing the Company’s Class A Ordinary Shares, and pursuant to Section 16.4 of the Shareholders’ Agreement, the Majority Ordinary Shareholders on behalf of themselves and all holders of the Ordinary Shares, the Majority Series A Preferred Shareholders on behalf of themselves and all holders of the Series A Preferred Shares, the Majority Series A-15 Preferred Shareholders on behalf of themselves and all holders of the Series A-15 Preferred Shares, and the Majority Series A-16 Preferred Shareholders on behalf of themselves and all holders of the Series A-16 Preferred Shares are willing to enter into this Agreement on the terms and conditions set forth herein in connection with the IPO, which shall amend the Shareholders’ Agreement.

 

1


NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1.

The following is hereby added as Section 7.5 of the Shareholders’ Agreement:

Termination of Rights. The provisions under this Section 7 shall terminate upon the consummation of a Qualified IPO.”

 

2.

The following is hereby added as Section 15.11(xii) of the Shareholders’ Agreement:

“This Section 15.11 shall terminate upon the date on which both AMC Funds (i) cease to be a registered shareholder holding any Ordinary Shares or Preferred Shares of the Company on the Company’s register of members or (ii) have notified the Company that they no longer beneficially own any Share of the Company, whichever is the earlier.”

 

3.

From and after the date hereof, (i) all references in the Shareholders’ Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import referring to the Shareholders’ Agreement shall mean the Shareholders’ Agreement as amended by this Agreement, (ii) all references in the other documents of the Company (including without limitation the memorandum and articles of association of the Company) to the Shareholders’ Agreement shall mean the Shareholders’ Agreement, as amended by this Agreement.

 

4.

The parties hereto hereby ratify and confirm the Shareholders’ Agreement as modified hereby. Except as modified and amended by this Agreement, the Shareholders’ Agreement and the respective rights and obligations of the parties thereunder shall be and remain unmodified and in full force and effect.

 

5.

This Agreement shall be governed by and construed under the laws of Hong Kong, without regard to principles of conflicts of law thereunder.

 

6.

If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the parties. In such event, the parties shall use reasonable efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties’ intent in entering into this Agreement.

 

7.

This Agreement may be executed (including facsimile signature or emailed signature) in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

2


8.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof shall be resolved in accordance with the dispute resolution mechanism set out in Section 16.15 of the Shareholders’ Agreement.

 

9.

All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Shareholders’ Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

3


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

THE COMPANY:
Full Truck Alliance Co. Ltd.
By:  

/s/ Hui Zhang                                                         

Name:   Hui Zhang
Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

DAI WJ HOLDINGS LIMITED
By:  

/s/ Wenjian Dai

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

LIU XF HOLDINGS LIMITED
By:  

/s/ Xianfu Liu

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TANG TG HOLDINGS LIMITED
By:  

/s/ Tianguang Tang

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

LUO P HOLDINGS LIMITED
By:  

/s/ Peng Luo

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GREAT OAK TRADING LTD.
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

DWJ PARTNERS LIMITED
By:  

/s/ Wenjian Dai

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
MASTER QUALITY GROUP LIMITED
By:  

/s/ SHAO Ya Ci CHEN You Rui

Name:   SHAO Ya Ci CHEN You Rui
Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GENG XF HOLDINGS LIMITED
By:  

/s/ Xiaofang Geng

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
STAR BEAUTY GLOBAL LIMITED
By:  

/s/ Wong Man Chai

Name:   Wong Man Chai
Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

CLOUSE S.A. ACTING FOR THE ACCOUNT OF ITS COMPARTMENT 27
By:  

/s/ Sandra Bur            /s/ San-Marie Greeff

  Name:   Sandra Bur     San-Marie Greeff
  Title:   Director          Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

PESP VIII LIMITED
By:  

/s/ Weidong (Richard) JI

  Name: Weidong (Richard) JI
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

AROMA TALENT LIMITED
By:  

/s/ Wu Shang Tun Mason

  Name: Wu Shang Tun Mason
  Title: Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

FULL LOAD LOGISTICS INFORMATION CO. LTD
By:  

/s/ Hui Zhang

  Name: Hui Zhang
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

MORESPARK LIMITED
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

HILLHOUSE TCA TRK HOLDINGS LIMITED
By:  

/s/ Jennifer Neo

  Name: Jennifer Neo
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

HILLHOUSE TRK-III HOLDINGS LIMITED
By:  

/s/ Jennifer Neo

  Name: Jennifer Neo
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SHANGHAI DINGBEI ENTERPRISE MANAGEMENT CONSULTING PARTNERSHIP (LIIMITED PARTNERSHIP)
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

REDVIEW CAPITAL INVESTMENT VI LIMITED
By:  

/s/ Yang Yan

  Name: Yang Yan
  Title: Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
Hero Fine Group Limited
By:  

/s/ Kong Jian Min

Name: Title:   Kong Jian Min
  Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

EASTERN BELL INTERNATIONAL XXIV LIMITED
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year Fust above written.

 

VIOLET SPRINGS INTERNATIONAL LTD
By:  

/s/ Chane Yunzhuan

  Name: Chane Yunzhuan
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:

 

Pantheon Access Co-Investment Program, L.P. – Series 140

 

By: Pantheon Access (US) GP, LLC, its general partner

 

By: Pantheon Ventures Inc., its sole member

By:  

/s/ Jeffrey Miller

Name:   Jeffrey Miller
Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
Pantheon Multi-Strategy Primary Program 2014, L.P. – Series 200
By: Pantheon Multi-Strategy Program 2014 US GP, LLC, its general partner
By: Pantheon Ventures Inc., its sole member
By:  

/s/ Jeffrey Miller

Name:   Jeffrey Miller
Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
Pantheon International PLC
By: Pantheon Ventures (UK) LLP, its attorney-in-fact
By:  

/s/ Erik Wong

Name:   Erik Wong
Title:   Partner

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GGV CAPITAL VI L.P.

BY: GGV CAPITAL VI L.L.C., ITS GENERAL PARTNER

BY:  

/s/ STEPHEN HYNDMAN

NAME:   STEPHEN HYNDMAN
TITLE:   ATTORNEY IN FACT

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GGV CAPITAL VI PLUS L.P.

BY: GGV CAPITAL VI PLUS L.L.C., ITS GENERAL PARTNER

BY:  

/s/ STEPHEN HYNDMAN

NAME:   STEPHEN HYNDMAN
TITLE:   ATTORNEY IN FACT

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GGV VII INVESTMENTS PTE. LTD.
By:  

/s/ Stephen Hyndman

  Name: Stephen Hyndman
  Title: Attorney in Fact

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GGV Capital VI Entrepreneurs Fund L.P.

By: GGV Capital VI Entrepreneurs Fund L.L.C., its General Partner

By:  

/s/ Stephen Hyndman

Name:   Stephen Hyndman
Title:   Attorney in Fact

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GGV VII PLUS INVESTMENTS PTE. LTD.
By:  

/s/ Stephen Hyndman

  Name: Stephen Hyndman
  Title: Attorney in Fact

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

FOR AND ON BEHALF OF GGV (FT) LLC
GGV VII Investments Pte. Ltd.
By:  

/s/ Stephen Hyndman

 

Name: Stephen Hyndman

Title: Attorney in Fact

GGV VII Plus Investments Pte. Ltd.
By:  

/s/ Stephen Hyndman

 

Name: Stephen Hyndman

Title: Attorney in Fact

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GENESIS CAPITAL ILP
By:  

/s/ Ryan Szeto

  Name: Ryan Szeto
  Title: Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SUN DRAGON LIMITED
By:  

/s/ Hing Bong Humbert PANG

  Name: Hing Bong Humbert PANG
  Title: Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TENCENT MOBILITY LIMITED
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

ALL-STARS SP VI LIMITED
By:  

/s/ Weidong (Richard) JI

  Name: Weidong (Richard) JI
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TENG YUE PARTNERS MASTER FUND, LP
By:  

/s/ Tao Li

  Name: Tao Li
  Title: General Partner

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TENG YUE PARTNERS RDLT, LP
By:  

/s/ Tao Li

  Name: Tao Li
  Title: General Partner

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TYP HOLDINGS, LLC
By:  

/s/ Tao Li

  Name: Tao Li
  Title: Managing Member

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

BAIDU CAPITAL L.P.
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

MARBLE INVESTMENT COMPANY LIMITED
By:  

/s/ Yi CHEN

  Name: Yi CHEN
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TECHGIANT LIMITED
By:  

/s/ Melissa Ma

  Name: Melissa Ma
  Title: Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

ALL-STARS PESP II LIMITED
By:  

/s/ Weidong (Richard) JI

  Name: Weidong (Richard) JI
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

ALL-STARS SP VIII LIMITED
By:  

/s/ Weidong (Richard) JI

  Name: Weidong (Richard) JI
  Title: Director

 

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

ALL-STARS PEIISP IV LIMITED
By:  

/s/ Weidong (Richard) JI

  Name: Weidong (Richard) JI
  Title: Director

 

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TRUCK WORK LOGISTICS INFORMATION CO., LTD
By:  

/s/ Wang Gang

  Name: Wang Gang
  Title: Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

LIGHTSPEED CHINA PARTNERS I, L.P.
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

LIGHTSPEED CHINA PARTNERS I-A, L.P.
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.
By:   Lightspeed General Partner Select II, L.P., its general partner
By:   Lightspeed Ultimate General Partner Select II, Ltd., its general partner
By:  

/s/ Ravi Mhatre

  Name: Ravi Mhatre
  Title: Duly authorized signatory

 

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

LIGHTSPEED OPPORTUNITY FUND, L.P.
By:   Lightspeed General Partner Opportunity Fund, L.P., its general partner
By:   Lightspeed Ultimate General Partner Opportunity Fund, Ltd., its general partner
By:  

/s/ Ravi Mhatre

  Name: Ravi Mhatre
  Title: Duly authorized signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SCC VENTURE V HOLDCO I, LTD.
By:  

/s/ Ip Siu Wai Eva

  Name: Ip Siu Wai Eva
  Title: Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SCC GROWTH IV 2018-H, L.P.
By:  

/s/ Ip Siu Wai Eva

  Name: Ip Siu Wai Eva
  Title: Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SUNSHINE LOGISTICS INVESTMENT LIMITED
By:  

/s/ Xin Huang

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TYRUS-DA GLOBAL SHARING ECONOMY NO. 2
By:  

/s/ Eun Ae Yoon

  Name: Eun Ae Yoon
  Title:   CEO

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

CAPITAL CHAMPION HOLDINGS LIMITED
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

NANJING AI DE FU LUO NA INFORMATION TECHNOLOGY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP)
By:  

/s/ LiBo

  Name: LiBo
  Title: Representative Appointed by Executive Partner

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

XIANG HE FUND I, L.P.
BY ITS GENERAL PARTNER: XIANG HE PARTNERS I, L.P.
BY ITS GENERAL PARTNER: XIANG HE I GP, LTD
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

XIANG HE FUND II, L.P.
BY ITS GENERAL PARTNER: XIANG HE PARTNERS II, L.P.
BY ITS GENERAL PARTNER: XIANG HE II GP, LTD
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

XIANG HE FUND GAMMA, L.P.

BY ITS GENERAL PARTNER: XIANG HE PARTNERS I, L.P.
BY ITS GENERAL PARTNER: XIANG HE I GP, LTD

By:

 

LOGO

 

 

Name:

 

Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

CMC SCANIA HOLDINGS LIMITED

By:  

/s/ CHEN Xian

 

Name: CHEN Xian

Title: Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

CMC SCANIA II LIMITED
By:  

/s/ CHEN Xian

  Name:   CHEN Xian
  Title:   Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
INTERNET FUND IV PTE. LTD.
By:  

/s/ Venkatagiri Mudeliar

Name:   Venkatagiri Mudeliar
Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

ARTIST GROWTH OPPORTUNITY FUND I LP
By:  

/s/ Jonathan Sands

  Name:   Jonathan Sands
  Title:   CEO

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

ARTIST GROWTH OPPORTUNITY I LP
By:  

/s/ Jonathan Sands

  Name:   Jonathan Sands
  Title:   CEO

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GUIYANG VENTURE CAPITAL CO., LTD.
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

EASTERN BELL V INVESTMENT LIMITED

By:

 

LOGO

 

 

Name:

 

Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

EASTERN BELL INTERNATIONAL II LIMITED

By:

 

LOGO

 

 

Name:

 

Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

FORTUNE NICE INTERNATIONAL LIMITED
By:  

/s/ Huang Xiao Fang

  Name:   Huang Xiao Fang
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SVF TRUCK (SINGAPORE) PTE. LTD.
By:  

/s/ Martin O’Regan

  Name:   Martin O’Regan
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SVF II SAGE SUBCO (SINGAPORE) PTE. LTD.
  By:  

/s/ Martin O’Regan

    Name:   Martin O’Regan
    Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

KITE HOLDINGS, LLC
By: Farallon Capital Management, L.L.C., its Manager
By:  

/s/ William S. Seybold

  Name:   William S. Seybold
  Title:   Managing Member

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

CAPITALG LP
BY: CAPITALG GP LLC
ITS: GENERAL PARTNER
By:  

/s/ Jeremiah Gordon

  Name:   Jeremiah Gordon
  Title:   General Counsel and Secretary

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SCOTTISH MORTGAGE INVESTMENT TRUST PLC, acting through its agent, Baillie Gifford & Co.
By:  

/s/ Tom Slater

  Name: Tom Slater
  Title: Authorised Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SUPER TROLLEY INVESTMENT LIMITED
By:  

/s/ Zhou Qiuyuan

  Name: Zhou Qiuyuan
  Title: Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SUPER MINI INVESTMENT LIMITED
By:  

/s/ Zhou Qiuyuan

  Name: Zhou Qiuyuan
  Title: Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SUPER KAR INVESTMENT LIMITED
By:  

/s/ Zhou Qiuyuan

  Name: Zhou Qiuyuan
  Title: Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SUPER VAN INVESTMENT LIMITED
By:  

/s/ Zhou Qiuyuan

  Name: Zhou Qiuyuan
  Title: Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SUPER TRUCK INVESTMENT LIMITED
By:  

/s/ Zhou Qiuyuan

  Name: Zhou Qiuyuan
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

ROSE WORLD CAPITAL LIMITED
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
NORTH LAND GLOBAL LIMITED
By:  

LOGO

 

Name:  
Title:  

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

WF ASIAN RECONNAISSANCE FUND LIMITED
By:  

/s/ Graham Ernst

  Name: Graham Ernst
  Title:   Authorised signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of ‘the date and year first above written.

 

DYNAMIC MOVE INVESTMENTS LIMITED
By:  

LOGO

 

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

GSR VENTURES VI (SINGAPORE) PTE. LTD.
By:  

LOGO      LOGO

 

  Name:  
  Title:      Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

Shareholders:
China Internet Investment Fund (Limited Partnership)
  LOGO

By:

 

LOGO

 

Name:

 

Title:

 

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SHANGHAI SHENGJIA XINLUE INVESTMENT CENTER LLP
By:  

/s/ Lu. Lina

  Name:    Lu. Lina
  Title:      Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

PROPITIOUS MORNINGSTAR LIMITED
By:  

/s/ Xuefeng Ren

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

NING ZHANG
By:  

/s/ Ning Zhang

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TR CHINA HOLDINGS 8
By:  

/s/ Sau Chi Ming

  Name: Sau Chi Ming
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – 2020-B, L.P.
By:  

/s/ Andrew Shaw Reynolds

  Name:   Andrew Shaw Reynolds
  Title:   Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SEQUOIA CAPITAL GLOBAL GROWTH FUND III – ENDURANCE PARTNERS, L.P.
By:  

/s/ Andrew Shaw Reynolds

  Name:   Andrew Shaw Reynolds
  Title:   Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

TITANIUM GROWTH INVESTMENT LIMITED
By:  

/s/ HANNAH DUNNELL

  Name: HANNAH DUNNELL
  Title:   DIRECTOR

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

FIDELITY CHINA SPECIAL SITUATIONS PLC
By:  

/s/ Natalia de Sousa

  Name: Natalia de Sousa
  Title:   Company Secretary and authorised signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

FIL INVESTMENT MANAGEMENT
(HONG KONG) LIMITED
as professional fiduciary for and on behalf of
FIDELITY INVESTMENT FUNDS
FIDELITY FUNDS
ERI-BAYERNINVEST-FONDS AKTIEN
ASIEN
By:  

/s/ Jackie Chien

  Name: Jackie Chien
  Title:   Authorized Signatory

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

RACING SPORTS LIMITED
By:  

/s/ Xin Huang

  Name:
  Title:

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

SCEP MASTER FUND
By:  

/s/ Cao Fang

  Name: Cao Fang
  Title:   Director

 

[Signature Page to Amendment No. 1 to Shareholders Agreement]


Schedule I

Majority Ordinary Shareholders

 

1.

Dai WJ Holdings Limited

2.

Liu XF Holdings Limited

3.

Tang TG Holdings Limited

4.

Luo P Holdings Limited

5.

Great Oak Trading LTD.

6.

DWJ Partners Limited

7.

Master Quality Group Limited

8.

GENG XF Holdings Limited

9.

Star Beauty Global Limited

10.

Clouse S.A. acting for the account of its compartment 27

11.

PESP VIII Limited

12.

AROMA TALENT LIMITED

13.

Full Load Logistics Information Co., Ltd


Schedule II-1

Majority Series A Preferred Shareholders

 

1.

Morespark Limited

2.

Hillhouse TCA TRK Holdings Limited

3.

Hillhouse TRK-III Holdings Limited

4.

Shanghai Dingbei Enterprise Management Consulting Partnership (Limited Partnership)

5.

Redview Capital Investment VI Limited

6.

HERO FINE GROUP LIMITED

7.

Eastern Bell International XXIV Limited

8.

Violet Springs International Ltd

9.

Pantheon Access Co-Investment Program, L.P. – Series 140

10.

Pantheon Multi-Strategy Primary Program 2014, L.P. – Series 200

11.

Pantheon International PLC

12.

GGV Capital VI L.P.

13.

GGV Capital VI Plus L.P.

14.

GGV VII Investments Pte. Ltd.

15.

GGV Capital VI Entrepreneurs Fund L.P.

16.

GGV VII Plus Investments Pte. Ltd.

17.

GGV (FT) LLC

18.

Genesis Capital I LP

19.

SUN DRAGON LIMITED

20.

Tencent Mobility Limited

21.

All-Stars SP VI Limited

22.

Teng Yue Partners Master Fund, LP

23.

Teng Yue Partners RDLT, LP

24.

TYP Holdings, LLC

25.

BAIDU CAPITAL L.P.

26.

Marble Investment Company Limited

27.

TECHGIANT LIMITED

28.

All-Stars PESP II Limited

29.

All-Stars SP VIII Limited

30.

All-Stars PEIISP IV Limited

31.

Truck Work Logistics Information Co., Ltd

32.

Lightspeed China Partners I, L.P.

33.

Lightspeed China Partners I-A, L.P.,

34.

LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.

35.

Lightspeed Opportunity Fund, L.P.,

36.

SCC Venture V Holdco I, Ltd.

37.

SCC GROWTH IV 2018-H, L.P.

38.

Sunshine Logistics Investment Limited

39.

Tyrus-DA Global Sharing Economy No. 2

40.

Capital Champion Holdings Limited

41.

Nanjing Ai De Fu Luo Na Information Technology Investment Partnership (Limited Partnership),

42.

Xiang He Fund I, L.P.

43.

Xiang He Fund II, L.P.

44.

Xiang He Fund Gamma, L.P.

45.

CMC Scania Holdings Limited

46.

CMC Scania II Limited

47.

Internet Fund IV Pte. Ltd.


48.

Artist Growth Opportunity Fund I LP

49.

Artist Growth Opportunity I LP

50.

Guiyang Venture Capital Co., Ltd.

51.

Eastern Bell V Investment Limited

52.

Eastern Bell International II Limited

53.

Fortune Nice International Limited

54.

SVF Truck (Singapore) Pte. Ltd.

55.

SVF II Sage Subco (Singapore) Pte. Ltd.

56.

Kite Holdings, LLC

57.

CapitalG LP

58.

Scottish Mortgage Investment Trust plc

59.

Super Trolley Investment Limited

60.

Super Mini Investment Limited

61.

Super Kar Investment Limited

62.

Super Van Investment Limited,

63.

Super Truck Investment Limited

64.

Full Load Logistics Information Co., Ltd

65.

Rose World Capital Limited

66.

North Land Global Limited

67.

WF ASIAN RECONNAISSANCE FUND LIMITED

68.

DYNAMIC MOVE INVESTMENTS LIMITED

69.

GSR VENTURES VI (SINGAPORE) PTE. LTD.

70.

China Internet Investment Fund (Limited Partnership)

71.

Shanghai Shengjia Xinlue Investment Center LLP

72.

Propitious Morningstar Limited

73.

Ning Zhang

74.

TR China Holdings 8

75.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III—2020-B, L.P.

76.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III—ENDURANCE PARTNERS, L.P.

77.

Titanium Growth Investment Limited

78.

Fidelity China Special Situations PLC

79.

Fidelity Investment Funds

80.

Fidelity Funds

81.

ERI-BayernInvest-Fonds Aktien Asien

82.

Racing Sports Limited

83.

SCEP Master Fund


Schedule II-2

Majority Series A-15 Preferred Shareholders

 

1.

Full Load Logistics Information Co., Ltd

2.

Super Trolley Investment Limited

3.

Super Mini Investment Limited

4.

Super Kar Investment Limited

5.

Super Van Investment Limited,

6.

Super Truck Investment Limited

7.

LIGHTSPEED VENTURE PARTNERS SELECT II, L.P.

8.

Tencent Mobility Limited

9.

SCC GROWTH IV 2018-H, L.P.

10.

All-Stars PESP II Limited

11.

All-Stars SP VIII Limited

12.

Genesis Capital I LP

13.

Eastern Bell International II Limited

14.

Hillhouse TRK-III Holdings Limited

15.

Teng Yue Partners Master Fund, LP

16.

Teng Yue Partners RDLT, LP

17.

Capital Champion Holdings Limited

18.

Xiang He Fund I, L.P.

19.

GGV Capital VI L.P.

20.

GGV Capital VI Entrepreneurs Fund L.P.

21.

SVF Truck (Singapore) Pte. Ltd.

22.

Propitious Morningstar Limited

23.

China Internet Investment Fund (Limited Partnership)

24.

Kite Holdings, LLC

25.

CapitalG LP

26.

Scottish Mortgage Investment Trust plc

27.

WF ASIAN RECONNAISSANCE FUND LIMITED

28.

GSR VENTURES VI (SINGAPORE) PTE. LTD.

29.

Shanghai Shengjia Xinlue Investment Center LLP

30.

DYNAMIC MOVE INVESTMENTS LIMITED

31.

Rose World Capital Limited

32.

North Land Global Limited

33.

Ning Zhang


Schedule II-3

Majority Series A-16 Preferred Shareholders

 

1.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III - 2020-B, L.P.

2.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P.

3.

Titanium Growth Investment Limited

4.

SVF Truck (Singapore) Pte. Ltd.

5.

Fidelity China Special Situations PLC

6.

Fidelity Investment Funds

7.

Fidelity Funds

8.

Quilter Investors OEIC

9.

ERI-BayernInvest-Fonds Aktien Asien

10.

Xiang He Fund II, L.P.

11.

Xiang He Fund Gamma, L.P.

12.

Hillhouse TRK-III Holdings Limited

13.

All-Stars PEIISP IV Limited

14.

Lightspeed Opportunity Fund, L.P.

15.

Scottish Mortgage Investment Trust plc

16.

Racing Sports Limited

17.

CMC Scania II Limited

18.

GGV VII Investments Pte. Ltd.

19.

GGV VII Plus Investments Pte. Ltd.

20.

GGV (FT) LLC

21.

Morespark Limited