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
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.
FirstName LastNamePeter Hui Zhang Sincerely,
Comapany NameFull Truck Alliance Co. Ltd.
Division of
Corporation Finance
September 8, 2023 Page 2 Office of
Technology
FirstName LastName