Quhuo Limited: Share Purchase Agreement for Autolinker Limited Acquisition

Quhuo Limited, through its subsidiary Quhuo Investment Limited, has entered into a share purchase and earn-out agreement to acquire 100% of Autolinker Limited. The consideration involves issuing up to 22.5 billion newly issued Class A ordinary shares to the seller, to be held in escrow. These shares will be released in five annual tranches, contingent upon Autolinker Limited meeting specific revenue and profit targets over five years. Performance targets include increasing revenue from RMB 84,000,000 in the first year to RMB 189,000,000 in the fifth year, and profit targets from RMB 1,680,000 to RMB 3,780,000 over the same period. Share releases are subject to adjustments based on performance, with penalties for shortfalls and potential bonuses for exceeding targets by over 50%. The agreement also includes an escrow agreement with Ornausen Technology Service Co., Ltd. as the escrow agent. This filing is incorporated by reference into Quhuo Limited's existing registration statements.