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.
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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. |
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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 |
[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: |
| |
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: |
| |
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: |
| |
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: |
| |
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: |
| |
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: |
| |
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: |
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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: |
| |
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: |
| |
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: |
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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: |
| |
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: |
| |
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: |
| |
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: |
| |
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: |
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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: |
| |
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: |
| |
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: |
| |
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: |
| |||
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) | ||
By: |
| |
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 |