EX-4.5

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

Exhibit 4.5

AMENDMENT NO. 1

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:

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”);

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

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);

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

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.

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.”

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.

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.

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.

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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