QH · Quhuo Limited

Quhuo Limited has entered into a definitive share purchase and earn-out agreement to acquire Autolinker Limited, a Hong Kong-based company engaged in automobile trading and business resource integration. The acquisition will be executed through Quhuo Investment Limited, a wholly owned subsidiary in the British Virgin Islands. Upon completion, Autolinker Limited will become an indirect wholly owned subsidiary of Quhuo Limited. The total consideration consists of up to 22.5 billion newly issued Class A ordinary shares, structured with a significant earn-out mechanism tied to the target's future performance.

The transaction structure aligns the interests of the seller with the company through a five-year escrow arrangement. The Consideration Shares will be deposited into an escrow account managed by Ornausen Technology Service Co., Ltd. and released in five yearly tranches ranging from 12% to 27% of the total shares. This structure mitigates upfront dilution and ties the final purchase price to the actual financial performance of the acquired entity. The performance targets are clearly defined, requiring audited revenue to grow from RMB 84 million in the first year to RMB 189 million in the fifth year, with corresponding profit targets ranging from RMB 1.68 million to RMB 3.78 million.

The agreement includes protective provisions for Quhuo, allowing for the deduction and cancellation of shares if performance targets are not met. Conversely, the seller may benefit from excess performance credits, where revenue exceeding the target by more than 50% can offset prior shortfalls. This acquisition represents a strategic expansion into the automobile trading sector, with the earn-out structure providing a mechanism to manage integration risk and ensure value realization for shareholders.