SEC Comment Letter 0000000000-23-009988 to Full Truck Alliance Co. Ltd. (YMM) (CIK 0001838413) (YMM)
Full Truck Alliance Co. Ltd. (YMM) (CIK 0001838413)
Date: Sept. 8, 2023 · CIK: 0001838413 · Accession: 0000000000-23-009988
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File numbers found in text: 001-40507
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United States securities and exchange commission logo
September 8, 2023
Peter Hui Zhang
Chairman and Chief Executive Officer
Full Truck Alliance Co. Ltd.
6 Keji Road
Huaxi District, Guiyang
Guizhou 550025
People's Republic of China
Re:Full Truck Alliance Co. Ltd.
Form 20-F for the Fiscal Year ended December 31, 2022
Filed April 19, 2023
File No. 001-40507
Dear Peter Hui Zhang:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 179
1.We note your analysis of shareholders and other statements provided in connection with
your required submission under paragraph (a). Please supplementally describe any
additional materials that were reviewed and tell us whether you relied upon any legal
opinions or third party certifications such as affidavits as the basis for your submission. In
your response, please provide a similarly detailed discussion of the materials reviewed and
legal opinions or third party certifications relied upon in connection with the required
disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
FirstName LastNamePeter Hui Zhang
Comapany NameFull Truck Alliance Co. Ltd.
September 8, 2023 Page 2
FirstName LastName
Peter Hui Zhang
Full Truck Alliance Co. Ltd.
September 8, 2023
Page 2
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note your statement under Item 16I that your consolidated foreign operating entities
are incorporated or otherwise organized in the PRC, which you define on page 1 of your
Form 20-F as excluding Taiwan, Hong Kong and Macau. However, the list of principal
subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries outside the PRC,
including Hong Kong and countries outside China. Please provide the disclosures required
under Item 16I(b) for yourself and your consolidated foreign operating entities in your
supplemental response, or tell us how your current disclosure meets this requirement.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 with any questions. Contact Austin
Pattan at (202) 551-6756 or Jennifer Thompson at (202) 551-3737 if you have any questions
about comments related to your status as a Commission-Identified Issuer during your most
recently completed fiscal year.
Sincerely,
Division of Corporation Finance
Office of Technology