满帮-货运平台满帮集团上市IPO招股书（英）-2021.6.21-315页_5mb

Full Truck Alliance Co. Ltd. IPO Summary

Core Content

Full Truck Alliance Co. Ltd. (FTA) is conducting an initial public offering (IPO) of 82,500,000 American Depositary Shares (ADSs), each representing 20 Class A ordinary shares. The offering price per ADS is US$19.00, with underwriting discounts and commissions of US$0.665, resulting in net proceeds of US$18.335 per ADS and total proceeds of US$1,512,637,500 before expenses. The ADSs will be listed on the NYSE under the symbol "YMM."

FTA is the world's largest digital freight platform by gross transaction value (GTV) in 2020, with a GTV of RMB173.8 billion (US$26.6 billion) and 71.7 million fulfilled orders. The company operates a nationwide logistics network, connecting over 1.3 million shippers and 2.8 million truckers across more than 300 cities and 100,000+ routes. FTA has a dual-class share structure, where Class A shares have one vote each and Class B shares have 30 votes each and are convertible to Class A shares. Mr. Peter Hui Zhang, the founder, chairman, and CEO, holds the majority of voting power, with Class B shares representing 83.4% of the total voting power after the offering, making FTA a "controlled company" under NYSE rules.

Key Information

• Offering Details:

  • Number of ADSs offered: 82,500,000
  • Offering price per ADS: US$19.00
  • Underwriting discounts and commissions: US$0.665
  • Net proceeds per ADS: US$18.335
  • Total net proceeds: US$1,512,637,500

• Private Placement:

  • Ontario Teachers' Pension Plan Board and an entity affiliated with Mubadala Investment Company will purchase US$100.0 million worth of Class A ordinary shares.
  • The private placement is contingent on and will close concurrently with the IPO.

• Underwriters:

  • Participating underwriters include Morgan Stanley, Huatai Securities, CICC, Citigroup, Goldman Sachs, Nomura, UBS Investment Bank, and China Renaissance.

• Shares Outstanding:

  • After the offering and private placement, 18,648,294,981 Class A shares and 3,068,619,066 Class B shares will be issued and outstanding.

Main Viewpoints

• Mission: To make logistics better by leveraging technology to revolutionize the industry and improve efficiency while reducing the carbon footprint.
• Platform Services:
  • Freight Listing Service: Started in 2011 and 2013, and monetized in 2018 with membership services.
  • Freight Brokerage Service: Launched in January 2018, providing end-to-end freight matching with service quality assurance.
  • Online Transaction Service: Launched in 2020, allowing shippers and truckers to transact digitally and collect commissions from truckers.
• Value-Added Services:
  • Offered to shippers and truckers include transportation management systems, credit solutions, insurance, routing software, ETC services, and energy services.
• Growth Metrics:
  • In 2020, FTA facilitated 71.7 million fulfilled orders with a GTV of RMB173.8 billion.
  • In Q1 2021, FTA facilitated 22.1 million fulfilled orders with a GTV of RMB51.5 billion, showing year-over-year growth of 170.2% and 108.0% respectively.
• Financial Performance:
  • Net revenues for 2019 and 2020 were RMB2,473.1 million and RMB2,580.8 million, respectively.
  • Net losses were RMB1,523.7 million in 2019 and RMB3,470.5 million in 2020, with non-GAAP adjusted net income of RMB281.1 million in 2020.

Risks

• Business and Industry Risks:

  • Limited operating history and evolving business model may affect future performance.
  • Challenges in managing growth and controlling expenses.
  • Fluctuations in China's road transportation market.
  • Difficulty in maintaining a critical mass of users.
  • Risks related to brand reputation and market acceptance.
  • Potential for user or employee misconduct.
  • Ineffective matching and pricing optimization could harm business results.
  • Uncertainty in monetization strategies and potential net losses.

• Corporate Structure Risks:

  • PRC regulatory restrictions on foreign investment may affect operations.
  • Reliance on contractual arrangements with VIEs may reduce operational control.
  • Potential conflicts of interest with VIE shareholders.

• China Business Risks:

  • Changes in PRC policies may impact business and growth.
  • Uncertainty in the interpretation and enforcement of PRC laws.
  • Challenges in enforcing foreign legal actions in China.
  • Lack of PCAOB inspection on audit reports, potentially leading to delisting.

• Offering Risks:

  • No existing public market for ADSs or shares.
  • Potential price volatility and difficulty in resale.
  • Dual-class structure may affect inclusion in stock market indices.
  • Differences in Cayman Islands corporate governance practices from NYSE standards may reduce shareholder protection.

Conclusion

FTA is a leading digital freight platform in China, offering a comprehensive ecosystem of logistics services and value-added solutions. The company is seeking to raise capital through an IPO, with significant potential for growth and expansion. However, it faces numerous risks, including regulatory, operational, and market-related challenges, which could affect its financial performance and shareholder value. Investors are advised to carefully review the "Risk Factors" section before making investment decisions.