http://fasb.org/srt/2024#AffiliatedEntityMember62966306296630http://fasb.org/srt/2024#AffiliatedEntityMember

Exhibit 99.1

QUHUO LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

As of December 31,

As of June 30,

    

Notes

    

2023

    

2024

    

2024

RMB

RMB

US$

ASSETS:

 

  

 

  

 

  

 

  

Current assets:

 

  

 

  

 

  

 

  

Cash

 

45,185

 

39,930

 

5,495

Restricted cash

 

1,271

 

914

 

126

Short-term investments

 

4

 

68,378

 

64,014

 

8,809

Accounts receivable, net

 

5

 

475,992

 

443,105

 

60,973

Prepayments and other current assets

 

 

108,354

 

115,849

 

15,940

Amounts due from related party

 

13

 

253

 

 

Total current assets

 

699,433

 

663,812

 

91,343

Non-current assets:

 

 

 

 

Property and equipment, net

 

 

14,635

 

11,869

 

1,633

Right-of-use assets, net

 

 

6,217

 

8,048

 

1,107

Intangible assets, net

 

 

82,818

 

69,248

 

9,529

Goodwill

 

 

65,481

 

65,481

 

9,010

Deferred tax assets

 

 

21,968

 

24,607

 

3,386

Other non-current assets

 

7

 

141,384

 

138,209

 

19,018

Total non-current assets

 

332,503

 

317,462

 

43,683

Total assets

 

1,031,936

 

981,274

 

135,026

LIABILITIES AND SHAREHOLDERS’ EQUITY:

 

 

 

 

Current liabilities (including current liabilities of the consolidated VIE without recourse to the primary beneficiary of RMB446,146 and RMB420,067 (US$57,803) as of December 31, 2023 and June 30,2024, respectively):

 

 

 

 

Accounts payable

 

254,099

 

249,280

 

34,302

Accrued expenses and other current liabilities

 

8

 

108,132

 

61,972

 

8,528

Short-term debt

 

9

 

92,653

 

104,195

 

14,338

Short-term lease liabilities

 

 

3,906

 

3,942

 

542

Amounts due to related party

 

13

 

 

2,430

 

334

Total current liabilities

 

458,790

 

421,819

 

58,044

Non-current liabilities (including non-current liabilities of the consolidated VIE without recourse to the primary beneficiary of RMB68,140 and RMB 84,344 (US$11,605) as of December 31, 2023 and June 30,2024, respectively):

 

  

 

 

 

Long-term debt

 

9

 

7,533

 

6,147

 

846

Long-term lease liabilities

 

 

1,434

 

3,433

 

472

Deferred tax liabilities

 

 

4,689

 

2,467

 

339

Other non-current liabilities

 

 

54,212

 

72,554

 

9,984

Total non-current liabilities

 

67,868

 

84,601

 

11,641

Total liabilities

 

526,658

 

506,420

 

69,685

Commitments and contingencies

 

12

 

  

 

 

1

QUHUO LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

    

As of December 31,

As of June 30,

    

Notes

    

2023

    

2024

    

2024

RMB

    

RMB

US$

Shareholders’ equity:

  

 

  

  

 

  

Ordinary shares ((US$0.0001 par value; 300,000,000 Class A ordinary shares authorized, 55,379,583 and 96,785,263 shares issued, and 55,379,583 and 96,785,263 shares outstanding as of December 31, 2023 and June 30, 2024, respectively; 6,296,630 and 6,296,630 Class B ordinary shares authorized, issued and outstanding as of December 31, 2023 and June 30, 2024, respectively; 193,703,370 and 193,703,370 shares (undesignated) authorized, nil and nil shares (undesignated) issued and outstanding as of December 31, 2023 and June 30, 2024, respectively)

 

43

46

 

6

Additional paid-in capital

 

1,885,142

1,899,380

 

261,363

Statutory reserve

14,994

2,063

Accumulated deficit

 

(1,376,530)

(1,444,059)

 

(198,709)

Accumulated other comprehensive loss

 

(2,466)

(616)

 

(85)

Total Quhuo Limited shareholders’ equity

 

506,189

469,745

 

64,638

Non-controlling interests

 

(911)

5,109

 

703

Total shareholders’ equity

 

505,278

474,854

 

65,341

Total liabilities and shareholders’ equity

 

1,031,936

981,274

 

135,026

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

2

QUHUO LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

Six Months Ended June 30,

    

Notes

    

2023

    

2024

    

2024

RMB

RMB

US$

Revenues

 

3

 

1,736,317

 

1,619,938

 

222,911

Cost of revenues

 

(1,669,515)

 

(1,595,192)

 

(219,506)

General and administrative

 

(81,611)

 

(70,868)

 

(9,752)

Research and development

 

(6,645)

 

(4,939)

 

(680)

Gain on disposal of assets, net

 

8,916

 

7,022

 

966

Operating loss

 

(12,538)

 

(44,039)

 

(6,061)

Interest income

 

742

 

258

 

36

Interest expense

 

(2,323)

 

(2,301)

 

(317)

Other income/(loss), net

 

6,034

 

(3,055)

 

(420)

Loss before income tax

 

(8,085)

 

(49,137)

 

(6,762)

Income tax benefit

10

 

2,395

 

2,622

 

361

Net loss

 

(5,690)

 

(46,515)

 

(6,401)

Net income attributable to non-controlling interests

 

(3,958)

 

(6,020)

 

(828)

Net loss attributable to ordinary shareholders of Quhuo Limited

 

(9,648)

 

(52,535)

 

(7,229)

Loss per share:

11

 

 

 

Basic

 

 

(0.17)

 

(0.63)

 

(0.09)

Diluted

 

(0.17)

 

(0.63)

 

(0.09)

Shares used in loss per share computation:

11

 

 

 

Basic

 

56,441,811

 

83,289,067

 

83,289,067

Diluted

 

 

56,441,811

 

83,289,067

 

83,289,067

Other comprehensive loss:

 

 

 

Foreign currency translation adjustment

 

3,555

 

1,850

 

255

Comprehensive loss

 

(2,135)

 

(44,665)

 

(6,146)

Comprehensive income attributable to non-controlling interests

 

(3,958)

 

(6,020)

 

(828)

Comprehensive loss attributable to ordinary shareholders of Quhuo Limited

 

(6,093)

 

(50,685)

 

(6,974)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

3

QUHUO LIMITED

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

    

Number of

    

    

    

    

    

Accumulated

    

    

    

outstanding

Additional

other

Quhuo Limited

Total

ordinary

Ordinary

paid-in

Statutory

Accumulated

comprehensive

shareholders’

Non-controlling

shareholders’

shares

shares

capital

reserve

deficit

loss *

equity

interests

equity

RMB

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Balance as of December 31, 2022

 

54,936,290

 

43

 

1,885,637

 

(1,379,864)

 

(4,654)

 

501,162

 

(3,585)

 

497,577

Net income

 

 

 

 

3,334

 

 

3,334

 

2,674

 

6,008

Other comprehensive income

 

 

 

 

 

2,188

 

2,188

 

 

2,188

Exercise of employee share options

 

6,739,923

 

 

 

 

 

 

 

Share-based compensation

 

 

 

(495)

 

 

 

(495)

 

 

(495)

Balance as of December 31, 2023

 

61,676,213

 

43

 

1,885,142

 

(1,376,530)

 

(2,466)

 

506,189

 

(911)

 

505,278

Net loss

 

 

 

 

(52,535)

 

 

(52,535)

 

6,020

 

(46,515)

Other comprehensive income

 

 

 

 

 

1,850

 

1,850

 

 

1,850

Issuance of ordinary shares

 

41,405,680

 

3

 

14,238

 

 

 

14,241

 

 

14,241

Extracting surplus reserve

 

 

 

14,994

 

(14,994)

 

 

 

 

Balance as of June 30, 2024

 

103,081,893

 

46

 

1,899,380

14,994

 

(1,444,059)

 

(616)

 

469,745

 

5,109

 

474,854

Balance as of June 30, 2024 in US$

 

 

6

 

261,363

2,063

 

(198,709)

 

(85)

 

64,638

 

703

 

65,341

*

Accumulative other comprehensive loss includes foreign currency translation adjustment for the year ended December 31, 2023 and for six months ended June 30, 2024.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

4

QUHUO LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

Six Months Ended June 30,

    

Notes

    

2023

    

2024

    

2024

RMB

RMB

US$

Cash flows from operating activities

 

  

 

  

 

  

 

  

Net loss

 

(5,690)

 

(46,515)

 

(6,401)

Adjustments to reconcile net loss to net cash (used in)/ provided by operating activities:

 

 

 

Depreciation

 

2,927

 

2,676

 

368

Amortization

 

10,128

 

9,385

 

1,291

Deferred income taxes

 

(8,356)

 

(4,861)

 

(669)

Share-based compensation

 

 

3,853

 

 

Gain on disposals of intangible assets

 

 

(8,916)

 

(7,023)

 

(966)

Changes in fair value of short-term investment

 

(1,339)

 

4,465

 

614

Others

 

(1,687)

 

1,074

 

148

Changes in operating assets and liabilities:

 

 

 

Amounts due from related party

253

35

Amounts due to related party

 

 

2,430

 

334

Accounts receivable

 

954

 

32,888

 

4,526

Prepayments and other current assets

 

(5,619)

 

(7,872)

 

(1,083)

Other non-current assets

(5,934)

3,174

437

Accounts payable

 

21,120

 

(4,819)

 

(663)

Accrued expenses and other current liabilities

 

(21,415)

 

(45,615)

 

(6,277)

Lease liabilities

 

(48)

 

204

 

28

Income taxes payable

 

(2,063)

 

326

 

45

Other non-current liabilities

 

(279)

 

18,342

 

2,524

Net cash used in operating activities

(22,364)

(41,488)

(5,709)

Cash flows from investing activities

Purchase of short-term investments

 

(60,000)

 

(530)

 

(73)

Proceeds from sales of short-term investments

 

62,500

 

530

 

73

Proceeds from refund of short-term investments

 

139

 

863

 

119

Other investing activities

 

3,443

 

204

 

28

Purchase of property and equipment

 

(1,262)

 

(353)

 

(49)

Acquisitions of intangible assets

 

(18,470)

 

(2,030)

 

(279)

Proceeds from disposals of intangible assets

19,131

12,418

1,709

Net cash provided by investing activities

 

5,481

 

11,102

 

1,528

Cash flows from financing activities

Proceeds from short-term debt

102,940

303,992

41,831

Repayments of short-term debt

(72,940)

(292,584)

(40,261)

Repayments of long-term debt

280

(1,013)

(139)

Proceeds from issuance

14,241

1,960

Net cash provided by financing activities

30,280

24,636

3,391

Effect of exchange rate changes on cash and restricted cash

770

138

18

Net increase/(decrease) in cash and restricted cash

14,167

(5,612)

(772)

Cash and restricted cash, at the beginning of year

101,023

46,456

6,393

Cash and restricted cash, at the end of year

115,190

40,844

5,621

Interest paid

1,325

2,096

288

Income tax paid

2,774

417

57

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

5

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

1.Organization, Consolidation and Principal Activities

Quhuo Limited (the “Company”, and where appropriate, the term “Company” also refers to its subsidiaries, variable interest entity, and subsidiaries of the variable interest entity as a whole) is an exempt company incorporated in the Cayman Islands with limited liability under the laws of the Cayman Islands on June 13, 2019. The Company, through its subsidiaries, variable interest entity, and subsidiaries of the variable interest entity, are principally engaged in providing end-to-end operational solutions to on-demand consumer service businesses in industries, including food and grocery delivery, bike-sharing, ride-hailing, housekeeping in the People’s Republic of China (the “PRC”). Quhuo Limited, is a holding company with no substantive operations of its own.

The Company commenced operations through Beijing Quhuo Technology Co., Ltd. in 2012. In preparation of its initial public offering (“IPO”) in the United States, the Company underwent a series of restructuring in 2019 (the “Restructuring”) in order to establish the Company as the parent company and Beijing Quhuo Technology Co., Ltd. (“Beijing Quhuo” or the “VIE”) as the variable interest entity of the Company. On June 14, 2019, the Company incorporated a wholly-owned subsidiary, Quhuo Investment Limited (“Quhuo BVI”) in the British Virgin Islands (“BVI”). On June 17, 2019, the Company incorporated another wholly-owned subsidiary, Quhuo Technology Investment (Hong Kong) Limited (“Quhuo HK”) in Hong Kong. On July 31, 2019, the Company incorporated a wholly-owned subsidiary, Beijing Quhuo Information Technology Co., Ltd. (“WFOE”) in the PRC.

As PRC laws and regulations prohibit and restrict foreign ownership of internet value-added businesses, the Company operates its business primarily through the VIE and the subsidiaries of the VIE. The Company, through the WFOE, entered into power of attorney agreements and an exclusive call option agreement with the nominee shareholders of the VIE that gave the WFOE the power to direct the activities that most significantly affect the economic performance of the VIE and to acquire the equity interests in the VIE when permitted by the PRC laws, respectively. Certain exclusive agreements were entered into with the VIE through the WFOE, which obligate the WFOE to absorb a majority of the risk of loss from the VIE’s activities and entitle the WFOE to receive a majority of its residual returns. In addition, the WFOE entered into an equity interest pledge agreement for equity interests in the VIE held by the nominee shareholders of the VIE. The Company also agreed to provide unlimited financial support to the VIE for its operations.

Despite the lack of technical majority ownership, the Company has effective control of the VIE through the VIE Agreements and a parent-subsidiary relationship exists between the Company and the VIE. Through the VIE Agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their equity interest in the VIE to the Company. In addition, through the other exclusive agreements, which consist of exclusive call option agreement, exclusive business cooperation agreement, and equity interest pledge agreement, the Company, through its wholly-owned subsidiaries in the PRC, have the right to receive economic benefits from the VIE that could be potentially significant to the VIE. Lastly, through the financial support undertaking letter, the Company has the obligation to absorb losses of the VIE that could potentially be significant to the VIE. Therefore, the Company is considered the primary beneficiary of the VIE and consolidates the VIE and its consolidated subsidiaries as required by SEC Regulation S-X Rule 3A-02 and Accounting Standard Codification (“ASC”) topic 810, Consolidation (“ASC 810”).

6

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

1.Organization, Consolidation and Principal Activities (continued)

Creditors of the VIE have no recourse to the general credit of the Company, who is the primary beneficiary of the VIE, through its 100% controlled subsidiary WFOE. The Company did not provide any financial or other support to the VIE other than what is obligated by the agreements described above. The table sets forth the assets and liabilities of the VIE’s included in the Company’s consolidated balance sheets:

As of December 31,

As of June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

ASSETS:

 

  

 

  

 

  

Current assets:

 

  

 

  

 

  

Cash

 

43,690

 

23,931

 

3,293

Restricted cash

 

1,271

 

914

 

126

Accounts receivable

 

475,992

 

443,105

 

60,973

Prepayments and other current assets

 

66,777

 

95,226

 

13,104

Amounts due from related party

 

253

 

 

Total current assets

 

587,983

 

563,176

 

77,496

Non-current assets:

 

  

 

  

 

  

Property and equipment, net

 

14,517

 

11,779

 

1,621

Intangible assets, net

 

82,818

 

69,248

 

9,529

Operating lease right-of-use assets, net

 

6,217

 

8,048

 

1,107

Goodwill

 

65,481

 

65,481

 

9,010

Deferred tax assets

 

21,974

 

24,607

 

3,386

Other non-current assets

 

141,383

 

138,209

 

19,018

Total non-current assets

 

332,390

 

317,372

 

43,671

Total assets

 

920,373

 

880,548

 

121,167

LIABILITIES:

 

 

 

Current liabilities:

 

 

 

Accounts payable

 

247,188

 

247,811

 

34,100

Accrued expenses and other current liabilities

 

58,345

 

11,356

 

1,563

Short-term debt

 

92,653

 

94,195

 

12,962

Short-term lease liabilities

 

3,906

 

3,942

 

542

Inter-group balance due to Parent and WFOE

 

44,054

 

60,333

 

8,302

Amounts due to related party

 

 

2,430

 

334

Total current liabilities

 

446,146

 

420,067

 

57,803

Non-current liabilities:

 

 

 

Deferred tax liabilities

 

4,689

 

2,467

 

339

Long-term debt

 

7,533

 

6,147

 

846

Long-term lease liabilities

 

1,434

 

3,433

 

472

Other non-current liabilities

 

54,484

 

72,297

 

9,948

Total non-current liabilities

 

68,140

 

84,344

 

11,605

Total liabilities

 

514,286

 

504,411

 

69,408

The VIE’s net asset balance was RMB406,087 and RMB376,137 (US$51,759) as of December 31, 2023 and June 30, 2024, respectively.

7

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

1.Organization, Consolidation and Principal Activities (continued)

The table sets forth the results of operations of the VIE included in the Company’s consolidated statements of comprehensive loss for the six months ended June 30, 2023 and 2024, respectively:

    

Six Months Ended June 30,

2023

    

2024

    

2024

RMB

RMB

US$

Revenue

 

1,724,336

 

1,561,087

 

214,813

Net income/(loss)

 

5,027

 

(37,556)

 

(5,168)

The table sets forth the cash flows of the VIE included in the Company’s consolidated statements of cash flows for the six months ended June 30, 2023 and 2024, respectively:

Six Months Ended June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

Net cash used in operating activities

 

(30,836)

 

(30,556)

 

(4,205)

Net cash (used in)/provided by investing activities

 

(6,036)

 

26,523

 

3,650

Net cash provided by/(used in) financing activities

 

30,280

(16,082)

 

(2,213)

Effect of exchange rate changes on cash

 

218

 

 

Net decrease in cash

 

(6,374)

 

(20,115)

 

(2,768)

2.Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2023. Accordingly, these unaudited interim condensed consolidated financial statements do not include all information and footnotes required by U.S. GAAP for annual financial statements.

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the six months ended June 30, 2024 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2024. The consolidated balance sheet as of December 31, 2023 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023.

Principles of consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE and the subsidiaries of the VIE. All significant inter-company transactions and balances have been eliminated upon consolidation.

8

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

2.Summary of Significant Accounting Policies (continued)

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Company’s consolidated financial statements include, but are not limited to, allowance for doubtful accounts for accounts receivable, fair value of short-term investment, useful lives of property, equipment and intangible assets, incremental borrowing rate (“IBR”) applied in lease liabilities, impairment of long-lived assets, intangible assets and goodwill, purchase price allocation and fair value contingent consideration with respect to business combinations, valuation allowance for deferred tax assets, share-based compensation and fair value of intangible assets acquired associated with non-monetary transactions. Management bases the estimates on historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could materially differ from those estimates.

Foreign currency

The functional currency of the Company, Quhuo BVI and Quhuo HK and Quhuo International is the United States Dollars (“US$”). The functional currency of WFOE, the VIE and subsidiaries of the VIE located in the PRC is Renminbi (“RMB”). The Company uses the RMB as its reporting currency.

Transactions denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet date. Exchange gains and losses resulting from remeasurement are included in the consolidated statements of comprehensive loss.

The Company uses the average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position, respectively. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ equity.

Convenience translation

Amounts in US$ are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 to RMB7.2672 on June 28, 2024 in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

Cash, cash equivalents and restricted cash

Cash and cash equivalents primarily consist of cash on hand, demand deposits and time deposits which are highly liquid. The Company considers highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of three months or less to be cash equivalents. All cash and cash equivalents are unrestricted as to withdrawal and use.

Restricted cash mainly represents cash reserved in a bank account for legal liability.

9

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

2.Summary of Significant Accounting Policies (continued)

Accounts receivable and allowance for doubtful accounts

Accounts receivable are carried at net realizable value. The Company’s accounts receivable are within the scope of ASC Topic 326. The Company has identified the relevant risk characteristics of accounts receivable which include size, type of the services or the products the Company provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Company considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the life - time expected credit losses. Additionally, external data and macroeconomic factors are also considered. This is assessed at each half year based on the Company’s specific facts and circumstances.

Short-term investments

Short-term investments consist of investments in structured notes with original maturities of greater than three months, but less than twelve months and investment in alternative investment fund, which is measured using the net asset value (NAV) per share as a practical expedient. The investment in the fund is redeemable on demand, subject to 30 days advance notice period.

Fair value measurements

Financial instruments of the Company primarily include cash, short-term investments, accounts receivable, other receivables, accounts payable and accrued liabilities, other receivables, amounts due from and due to related parties, long-term investments, deposits, equity consideration payable, contingent consideration payable, short-term debt and long-term debt. The Company applies ASC 820, Fair Value Measurements and Disclosures (‘‘ASC 820’’), in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. The short-term investments are measured at fair value. Equity method investments have no quoted market prices and it is not practicable to estimate their fair value without incurring excessive costs. The carrying amounts of the remaining financial instruments, except for long-term debt and deposits, approximate their fair values because of their short-term maturities.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2-Include other inputs that are directly or indirectly observable in the marketplace.

Level 3-Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Leases

The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Group to not reassess 1) whether expired or existing contracts are or contain leases, 2) lease classification for any expired or existing leases as of the adoption date and 3) initial direct costs for existing leases as of the adoption date. The Company also made an accounting policy election to exempt short-term leases of 12 months or less form balance sheet recognition requirements associated with the new standard. The Company will recognize fixed rental payments for these short-term leases as a straight-line expense over the lease.

10

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

2.Summary of Significant Accounting Policies (continued)

Leases (continued)

The Company leases offices and service stations to support its on-demand delivery solution services and leases vehicles to individual drivers for ride-hailing solution services. The Company classifies these leases as operating leases in accordance with ASC 842-10-25-2. The Company records an operating lease right-of-use (“ROU”) asset and lease liability based on the present value of the lease payments over the lease term at the commencement date. The Company excludes variable lease payments not dependent on an index or rate from the ROU asset and lease liability calculations and are recognize such amounts as expense in the period which it incurs the obligation for those. As the rate implicit in the Company’s leases are not readily available, the company estimates its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis, the amount of the lease payments in the same currency, for a similar term and in a similar economic environment. ROU assets include any lease prepayments and are reduced by lease incentives. The Company recognize operating lease expense on a straight-line basis over the lease term. Lease terms are based on the non-cancelable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise.

Income taxes

The Company follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (‘‘ASC 740’’). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Company accounted for uncertainties in income taxes in accordance with ASC 740. Interest and penalties arising from underpayment of income taxes shall be computed in accordance with the related PRC tax law. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive loss as income tax expense.

In accordance with the provisions of ASC 740, the Company recognizes in its consolidated financial statements the impact of a tax position if a tax return position or future tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Company’s estimated liability for unrecognized tax benefits, if any, will be recorded in the “other non-current liabilities” in the accompanying consolidated financial statements, and is periodically assessed for adequacy and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The actual benefits ultimately realized may differ from the Company’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Company’s consolidated financial statements. Additionally, in future periods, changes in facts, circumstances, and new information may require the Company to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur.

11

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

3.Revenues

The following table presents the Company’s revenues disaggregated by revenue category.

Six months ended June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

Revenue

 

  

 

  

 

  

On-demand delivery solution services

 

1,649,593

 

1,499,091

 

206,282

Mobility service solutions

 

58,518

 

100,491

 

13,828

Housekeeping services

 

25,719

 

15,973

 

2,198

Others

 

2,487

4,383

 

603

Total revenues

 

1,736,317

 

1,619,938

 

222,911

4.Short-term investments

The Company’s short-term investments included structured notes with maturities of one year or less and investment in alternative investment fund, which is measured using the NAV per share as a practical expedient. The following is a summary of the Company’s short-term investments:

    

As of December 31,

As of June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

Investment in fund

68,378

 

64,014

 

8,809

For the six months ended June 30, 2023 and 2024, the Group recognized other income related to its structured notes RMB119 and RMB29 (US$4), respectively, in the consolidated statements of comprehensive loss.

For the six months ended June 30, 2023 and 2024, the Group recognized unrealized loss on fair value change of the investment of RMB(1,027) and RMB(4,465) (US$614) as other loss, net in the consolidated statements of comprehensive loss, respectively.

5.Accounts Receivable

    

As of December 31,

As of June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

Accounts receivable

482,365

 

449,478

 

61,850

Less: allowance for doubtful accounts

(6,373)

 

(6,373)

 

(877)

Accounts receivable, net

475,992

 

443,105

 

60,973

The following table presents the movement in the allowance for doubtful accounts:

    

As of December 31,

As of June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

Balance at beginning of year

(7,131)

 

(6,373)

 

(877)

Reversals

758

Balance at end of year

(6,373)

 

(6,373)

 

(877)

Substantially all of the Company’s accounts receivable as of December 31, 2023 and June 30, 2024 are aged within 90 days.

12

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

6.Leases

The Company’s operating leases mainly related to our office premises and on-demand delivery service stations. The total lease cost for the six months ended June 30, 2023 and 2024 was RMB 19,439 and RMB 21,926 (US$3,017), comprised of operating lease expenses of RMB2,364 and RMB2,548 (US$351), and short-term lease expenses of RMB 17,075 and RMB19,378 (US$2,666) respectively. The weighted-average remaining lease term and weighted average incremental borrowing rate as of June 30, 2024 was 2.25 years and 4.14%, respectively.

The operating cash flows used in operating leases was RMB2,388 and RMB2,213 (US$305) for the six months ended June 30, 2023 and 2024, respectively.

7.Other Non-current Assets

Other non-current assets consisted of the following:

    

As of December 31,

As of June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

Rental and industry customer deposits (1)

106,599

 

105,547

 

14,524

Prepayments

33,370

 

31,247

 

4,299

Long-term investments

1,415

 

1,415

 

195

Total other non-current assets

141,384

 

138,209

 

19,018

(1)The Company’s rental deposits are mainly paid to landlords for its various office spaces and are refundable upon termination of the leases. Industry customer deposits consist of refundable deposits paid to industry customers and are refundable upon termination of contracts with each customer. The Company evaluated the recoverability of the deposits periodically and recorded an allowance of nil and nil as of December 31, 2023 and June 30, 2024, respectively.

8.Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

    

As of December 31,

As of June 30,

    

2023

    

2024

    

2024

RMB

RMB

US$

Amounts due to third-parties

30,142

 

19,594

 

2,696

Income tax payables

11,121

 

11,447

 

1,575

Other tax payables

17,206

 

1,698

 

234

Salary and welfare payables

17,210

 

6,306

 

868

Deposits received from ride-hailing drivers

3,781

 

3,029

 

417

Purchase consideration payable

15,784

 

15,734

 

2,165

Others

12,888

 

4,164

 

573

Total

108,132

 

61,972

 

8,528

13

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

9.Debt

Short-term Debt

The following table presents the Company’s outstanding short-term debt as of December 31, 2023 and June 30, 2024:

    

Annual

    

    

As of

    

As of

Name

interest rates

Term

December 31, 2023

June 30, 2024

RMB

RMB

    

US$

Short-term loans

 

  

 

  

 

  

 

  

Short-term bank loans

 

3.20%-5.00%

0.5-1 year

 

89,920

 

101,328

13,943

Long-term debt, current portion

 

5.55% - 10.46%

3-4.5 years

 

2,733

 

2,867

395

Total

 

 

  

 

92,653

 

104,195

14,338

Short-term bank loans consist of secured RMB denominated borrowings from financial institutions in the PRC that are repayable within one year. As of December 31, 2023 and June 30, 2024, the repayments of all short-term loans are guaranteed by certain accounts receivables, or specific subsidiaries of the Company.

Long-term debt

The following table presents the Company’s long-term debt as of December 31, 2023 and June 30, 2024:

    

Annual

    

    

As of

    

As of

Name

interest rates

Term

December 31, 2023

June 30, 2024

RMB

RMB

    

US$

Long-term debt, current portion

 

5.55% - 10.46%

3-4.5 years

 

2,733

 

2,867

395

Long-term debt, non-current portion

 

5.55% - 10.46%

3-4.5 years

 

7,533

 

6,147

846

Total

 

 

  

 

10,266

 

9,014

1,241

In December 2022, the Company entered into an agreement with a third party pursuant to which the Company borrowed RMB1,427 to purchase 12 vehicles for a total consideration of RMB1,737 for the Company’s ride-hailing solution business. Under the terms of the agreement, the Company will repay in fixed monthly installments over 48 months. The effective interest rate was 10.46% per annum. The Company obtained the ownership of the vehicles at inception of the arrangement and the borrowings are secured by the related vehicles.

In May 2023 and December 2023, the Company entered into 3 agreements with third parties pursuant to which the Company borrowed RMB8,861 to purchase 83 vehicles for a total consideration of RMB9,052 for the Company’s ride-hailing solution business. Under the terms of the agreement, the Company will repay in fixed monthly installments in 36 to 54 months. The effective interest rates were 5.55% to 9.99% per annum. The Company obtained the ownership of the vehicles at inception of the arrangement and the borrowings are secured by the related vehicles.

The weighted average interest rate for all the outstanding borrowings was approximately 5.10% and 4.36% as of December 31, 2023, and June 30, 2024 respectively.

14

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

10.Income Taxes

The Company is incorporated in the Cayman Islands and conducts its primary business operations through subsidiaries and VIEs in the PRC. It also has intermediate holding companies in the BVI and Hong Kong. Under the current laws of the Cayman Islands and BVI, the Company is not subject to tax on income nor capital gains. Additionally, upon payments of dividends by the Company to its shareholders, neither Cayman Islands nor BVI will impose withholding taxes. Under the Hong Kong tax laws, subsidiaries in Hong Kong are subject to the Hong Kong corporate income tax rate at 16.5% exempting foreign-derived income, and there are no withholding taxes in Hong Kong on remittance of dividends.

The Company’s subsidiaries, VIE and VIE’s subsidiaries in the PRC are subject to the statutory rate of 25%, in accordance with the Enterprise Income Tax law (the“EIT Law”), which was effective since January 1, 2008 except for the following entities eligible for preferential tax rates. In 2023, Shanghai Quhuo and Nantong Runda qualified for the requirements of small and micro-sized enterprise, thus 25% of its first RMB 3.0 million of the assessable profit before tax is subject to the tax rate of 20%. Hainan Quhuo, Hainan Xinying and Haikou Chengtu are enterprises registered in the Hainan free trade port and engaged in substantial business in encouraged industries and are therefore entitled to preferential tax rate of 15%. Beijing Quhuo, a subsidiary of VIE, was recognized as high and new technology enterprise (“HNTE”) in 2020 and extended in 2023, thus it is eligible for a preferential tax rate of 15% from 2020 to 2025.

The Company recorded a tax benefit of RMB2,395 and RMB2,622 (US$361) for the six months ended June 30, 2023 and 2024, respectively. The income tax is primarily driven by nondeductible share-based compensation expenses and unbenefited losses from continuing operations. Furthermore, the Company’s effective tax rates from continuing operations were (30)% and (5%) for the six months ended June 30, 2023 and 2024, respectively. Changes in various permanent differences relative to our pre-tax loss from continuing operations had a favorable impact on the effective tax rate for the first six months ended June 30, 2024 compared to the same period prior year.

11.Loss Per Share

The rights of the holder of Class A and Class B ordinary shares were identical for all periods presented, except with respect to voting and conversion rights, and therefore, the undistributed earnings were allocated on a proportionate basis and the resulting earnings per share attributable to ordinary shareholders were the same for both Class A and Class B ordinary shares on an individual or combined basis. The following table sets forth the computation of basic net loss per share for the following periods:

Six Months End June 30,

    

2023

    

2024

    

2024

 

RMB

 

RMB

 

US$

Basic Loss Per Share

 

  

 

  

 

  

Numerator:

 

  

 

  

 

  

Net loss attributable to ordinary shareholders

(9,648)

 

(52,535)

(7,229)

Denominator:

 

  

 

  

Weighted average number of shares outstanding

 

56,441,811

 

83,289,067

83,289,067

Loss per share - basic

 

(0.17)

 

(0.63)

(0.09)

For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Company is in a net loss position and the participating securities do not have contractual rights and obligations to share in the losses of the Company. The effects of all outstanding options and other participating securities were also excluded from the computation of diluted loss per share as their effects would be anti-dilutive during the periods.

15

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

12.Commitments and Contingencies

Contingencies

In the ordinary course of business, the Company may from time to time be involved in legal proceedings and litigation relating to injuries caused by workforce and labor arbitration cases brought by disgruntled workforce, among others. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. With respect to the Company’s outstanding legal matters, based on its current knowledge, the Company believes that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

13.Related Party Transactions

Names of the related party

    

Relationship with the Company

 

Hainan Huiliu Tianxia Network Technology Co., Ltd.(“Hainan Huiliu”)

Entity controlled by a principal shareholder

Amounts due from/due to related party as of December 31, 2023 and June 30, 2024 were as follows:

As of December 31,

As of June 30,

    

2023

    

2024

    

2024

 

RMB

 

RMB

 

US$

Amounts due from related party:

 

  

 

  

 

  

Hainan Huiliu

 

253

 

 

Amounts due to related party:

Hainan Huiliu

 

 

2,430

 

334

Transactions with related party for the June 30, 2023 and 2024:

    

Six Months End June 30,

    

2023

    

2024

    

2024

 

RMB

 

RMB

 

US$

Labor consulting service received from:

 

  

 

  

 

  

Hainan Huiliu

 

21,693

 

19,671

 

2,707

The Company received labor recruitment services from Hainan Huiliu recorded labor recruitment cost in cost of revenues.

14.Restricted Net Assets

Under PRC laws and regulations, there are restrictions on the Company’s PRC subsidiaries and VIE with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances. Amounts restricted include paid-in capital, statutory reserve of the Company’s PRC subsidiaries and pledged or collateralized accounts receivable and property and equipment of the VIE, totaling approximately RMB107,845 (US$14,840) as of June 30, 2024.

16

QUHUO LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

15.Subsequent Events

On July 1, 2024, the Company entered into equity acquisition agreements with minority shareholders of Quhuo International Trade (HK) Limited, proposed to acquire an aggregate of 39.1% equity interest in Quhuo International.

Specifically, the Company (1) entered into an equity acquisition agreement with Lida Global Limited, proposed to acquire 9.46% equity interest in Quhuo International, which shall be paid by the Company by transferring its investment in a mutual fund, and (2) an equity acquisition agreement with Longx Tech Limited, Highland Vision Holding LTD and Genan Tech Limited, proposed to acquire amount to 29.64% equity interest in Quhuo International by issuing a senior convertible promissory note.

All convertible notes were issued and made effective as of July 1, 2024, and converted to Class A ordinary shares on August 8, 2024, which resulting in an issuance of a total of 793,868,246 Class A Ordinary Shares.

17