AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT

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/ Xxx Xxxxx
Name:		Xxx Xxxxx
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.

XXX XX HOLDINGS LIMITED
By:		/s/ Xxxxxxx Xxx
		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/ Xxxxxx Xxx
		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.

XXXX XX HOLDINGS LIMITED
By:		/s/ Xxxxxxxxx Xxxx
		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/ Xxxx Xxx
		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/ Xxxxxxx Xxx
		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 Xx XXXX You Xxx
Name:		SHAO Ya Xx XXXX You Xxx
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/ Xxxxxxxx Xxxx
		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/ Xxxx Man Chai
Name:		Xxxx 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.

XXXXXX X.X. ACTING FOR THE ACCOUNT OF ITS COMPARTMENT 27
By:		/s/ Xxxxxx Bur            /s/ San-Xxxxx Xxxxxx
		Name:		Xxxxxx Bur     San-Xxxxx Xxxxxx
		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 (Xxxxxxx) JI
		Name: Weidong (Xxxxxxx) 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/ Xx Xxxxx Xxx Xxxxx
		Name: Xx Xxxxx Xxx Xxxxx
		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/ Xxx Xxxxx
		Name: Xxx Xxxxx
		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.

XXXXXXXXX TCA TRK HOLDINGS LIMITED
By:		/s/ Xxxxxxxx Neo
		Name: Xxxxxxxx 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.

XXXXXXXXX TRK-III HOLDINGS LIMITED
By:		/s/ Xxxxxxxx Neo
		Name: Xxxxxxxx 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/ Xxxx Xxx
		Name: Xxxx Xxx
		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 XXXX 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/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
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/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
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/ Xxxx Xxxx
Name:		Xxxx Xxxx
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/ XXXXXXX XXXXXXX
NAME:		XXXXXXX XXXXXXX
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/ XXXXXXX XXXXXXX
NAME:		XXXXXXX XXXXXXX
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/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		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/ Xxxxxxx Xxxxxxx
Name:		Xxxxxxx Xxxxxxx
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/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		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/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx Title: Attorney in Fact
GGV VII Plus Investments Pte. Ltd.
By:		/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx 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/ Xxxx Xxxxx
		Name: Xxxx Xxxxx
		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/ Xxxx Xxxx Xxxxxxx XXXX
		Name: Xxxx Xxxx Xxxxxxx XXXX
		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 (Xxxxxxx) JI
		Name: Weidong (Xxxxxxx) 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.

XXXX XXX PARTNERS MASTER FUND, LP
By:		/s/ Xxx Xx
		Name: Xxx Xx
		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.

XXXX XXX PARTNERS RDLT, LP
By:		/s/ Xxx Xx
		Name: Xxx Xx
		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/ Xxx Xx
		Name: Xxx Xx
		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/ Xx XXXX
		Name: Xx XXXX
		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/ Xxxxxxx Xx
		Name: Xxxxxxx Xx
		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 (Xxxxxxx) JI
		Name: Weidong (Xxxxxxx) 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 (Xxxxxxx) JI
		Name: Weidong (Xxxxxxx) 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 (Xxxxxxx) JI
		Name: Weidong (Xxxxxxx) 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/ Xxxx Xxxx
		Name: Xxxx Xxxx
		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:
		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/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		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/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		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 Xxx Xxx Eva
		Name: Ip Xxx Xxx Xxx
		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 Xxx Xxx Eva
		Name: Ip Xxx Xxx Xxx
		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/ Xxx Xxxxx
		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.

XXXXX-DA GLOBAL SHARING ECONOMY NO. 2
By:		/s/ Eun Xx Xxxx
		Name: Eun Xx Xxxx
		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:
		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/ XXXX Xxxx
		Name: XXXX Xxxx 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/ XXXX Xxxx
		Name:		XXXX Xxxx
		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/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		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/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		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 XXXX 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 XXXX INTERNATIONAL II 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.

FORTUNE NICE INTERNATIONAL LIMITED
By:		/s/ Xxxxx Xxxx Fang
		Name:		Xxxxx Xxxx 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/ Xxxxxx X’Xxxxx
		Name:		Xxxxxx X’Xxxxx
		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/ Xxxxxx X’Xxxxx
				Name:		Xxxxxx X’Xxxxx
				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/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		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/ Xxxxxxxx Xxxxxx
		Name:		Xxxxxxxx Xxxxxx
		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, Xxxxxxx Xxxxxxx & Co.
By:		/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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. Xxxx
		Name:    Lu. Xxxx
		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/ Xxxxxxx Xxx
		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.

XXXX XXXXX
By:		/s/ Xxxx Xxxxx
		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/ Xxxxxx Xxxx Xxxxxxxx
		Name:		Xxxxxx Xxxx Xxxxxxxx
		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/ Xxxxxx Xxxx Xxxxxxxx
		Name:		Xxxxxx Xxxx Xxxxxxxx
		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/ XXXXXX XXXXXXX
		Name: XXXXXX XXXXXXX
		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/ Xxxxxxx xx Xxxxx
		Name: Xxxxxxx xx Xxxxx
		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/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		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/ Xxx Xxxxx
		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. Xxx XX Holdings Limited

2. Liu XF Holdings Limited

3. Xxxx XX 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. Xxxxxx X.X. 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. Xxxxxxxxx TCA TRK Holdings Limited

3. Xxxxxxxxx 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 Xxxx 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. Xxxx Xxx Partners Master Fund, LP

23. Xxxx Xxx 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. Xxxxx-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 Xxxx V Investment Limited

52. Eastern Xxxx 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. Xxxx Xxxxx

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. XXX-XxxxxxXxxxxx-Xxxxx Xxxxxx Xxxxx

00. 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 Xxxx International II Limited

14. Xxxxxxxxx TRK-III Holdings Limited

15. Xxxx Xxx Partners Master Fund, LP

16. Xxxx Xxx 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. Xxxx Xxxxx

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. XXX-XxxxxxXxxxxx-Xxxxx Xxxxxx Xxxxx

00. Xiang He Fund II, L.P.

11. Xiang He Fund Gamma, L.P.

12. Xxxxxxxxx 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