0001104659-24-077320.txt : 20240702 0001104659-24-077320.hdr.sgml : 20240702 20240702160022 ACCESSION NUMBER: 0001104659-24-077320 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20240702 FILED AS OF DATE: 20240702 DATE AS OF CHANGE: 20240702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUHUO Ltd CENTRAL INDEX KEY: 0001781193 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39354 FILM NUMBER: 241094967 BUSINESS ADDRESS: STREET 1: 3RD FLOOR, BLOCK D, TONGHUI BUILDING STREET 2: NO. 1132 HUIHE SOUTH STREET CITY: BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 00861053318747 MAIL ADDRESS: STREET 1: 3RD FLOOR, BLOCK D, TONGHUI BUILDING STREET 2: NO. 1132 HUIHE SOUTH STREET CITY: BEIJING STATE: F4 ZIP: 100020 6-K 1 tm2418627d1_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2024

Commission File Number 001- 39354

Quhuo Limited

(Exact name of registrant as specified in its charter)

3F, Building A, Xin'anmen, No. 1 South Bank

Huihe South Street, Chaoyang District Beijing,

People’s Republic of China

(+86-10) 5923 6208

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

On July 1, 2024, Quhuo Limited (the “Company”) entered into certain equity acquisition agreements (the “Acquisition Agreements”) with certain minority shareholders of Quhuo International Trade (HK) Limited (“Quhuo International”), a company incorporated under the laws of Hong Kong (“Selling Shareholders”), pursuant to which the Company proposed to acquire an aggregate of 39.1% equity interest in Quhuo International on the terms and subject to the conditions set forth therein (the “Acquisition”). Prior to the Acquisition, the Company held 51.0% equity interest in Quhuo International. The Company, the Selling Shareholders and Quhuo International proposed to consummate the Acquisition based on a discounted total equity value of Quhuo International of US$94 million. The Company has engaged an independent valuer to provide a fairness opinion on the proposed Acquisition to assist the board of directors in assessing the transaction from the financial perspective.

Specifically, the Company (1) entered into an equity acquisition agreement with LIDA GLOBAL LIMITED (“LIDA”), a company incorporated under the laws of the British Virgin Islands, pursuant to which (among other things), the Company proposed to acquire 9.46% equity interest in Quhuo International held by LIDA at a total consideration of US$8,892,400, which shall be paid by the Company by transferring its 18,625.353 shares of the Viner Total Investment Fund (the Class A SERIES 200716), and (2) an equity acquisition agreement with Longx Tech Limited (“Longx”), a company incorporated under the laws of the British Virgin Islands, Highland Vision Holding LTD (“Highland”), a company incorporated under the laws of the British Virgin Islands, and Genan Tech Limited (“Genan” and, collectively with Longx and Highland, the “Note Holders”), a company incorporated under the laws of the British Virgin Islands, pursuant to which (among other things), the Company proposed to acquire (i) 9.49% equity interest in Quhuo International held by Longx at a total consideration of US$8,920,600, which shall be paid by the Company by issuing a senior convertible promissory note (“Convertible Note”) in the principal amount of US$8,920,600 to Longx, (ii) 10.25% equity interest in Quhuo International held by Highland at a total consideration of US$9,635,000, which shall be paid by the Company by issuing a Convertible Note in the principal amount of US$9,635,000 to Highland, and (iii) 9.90% equity interest in Quhuo International held by Genan at a total consideration of US$9,306,000, which shall be paid by the Company by issuing a Convertible Note in the principal amount of US$9,306,000 to Genan. The Convertible Notes were issued and made effective as of July 1, 2024 (the “Effective Date”).

The Convertible Notes will become due and payable on the earlier of (1) July 1, 2026 or (2) the date on which the ListCo (as defined in the Convertible Notes) consummates the initial public offering or the date on which the ListCo determines not to conduct an initial public offering of its securities (the “Maturity Date”). Interest accrues on the outstanding balance of the Convertible Notes at a simple rate of 1.0% per annum. Upon the occurrence of an Event of Default as defined in the Convertible Notes, the Note Holders may accelerate the outstanding balance payable under the Convertible Notes. The Convertible Notes rank senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the Convertible Notes and pari passu with the claims of all of the Company’s other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to individuals or companies generally. The Note Holders shall have no voting rights as the holders of the Convertible Notes.

Subject to the specific situations as provided in the Convertible Notes, the Note Holders may convert the outstanding balance of the Convertible Notes at any time between the Effective Date and 11:59 p.m. Eastern Time on the business day immediately preceding the Maturity Date into the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Share”), at a price as contemplated in the Convertible Notes.

The Conversion Price (as defined in the Convertible Notes), as calculated at eighty percent (80.0%) of the lowest closing price of the last thirty (30) trading days immediately prior to the Effective Date, is US$0.035096 per Class A Ordinary Share. The Convertible Notes may result in the future issuance of a maximum of 793,868,247 Class A Ordinary Shares of the Company, subject to adjustments as contemplated in the Acquisition Agreements and the Convertible Notes.

Subject to the terms and conditions of the Acquisition Agreements, the closing of the Acquisition (the “Closing”) shall be completed within five (5) business days after the closing conditions are proved to be met or waived by the Company (except for those that should be met on the closing date pursuant to the terms).

The foregoing description is qualified in its entirety by reference to the full text of the Acquisition Agreements and the Convertible Notes, a copy of each of which is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and each of which is incorporated herein by reference.

SAFE HARBOR STATEMENT

The above information contains ''forward-looking statements'' within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included herein are forward-looking statements, including but not limited to statements regarding the Company’s business development, financial outlook, beliefs and expectations. Forward-looking statements include statements containing words such as "expect," "anticipate," "believe," "project," "will" and similar expressions intended to identify forward-looking statements. These forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties related to the Company’s abilities to (1) manage its growth and expand its operations, (2) address any or all of the risks and challenges in the future in light of its limited operating history and evolving business portfolios, (3) remain its competitive position in the on-demand food delivery market or further diversify its solution offerings and customer portfolio, (4) maintain relationships with major customers and to find replacement customers on commercially desirable terms or in a timely manner or at all, (5) maintain relationship with existing industry customers or attract new customers, (6) attract, retain and manage workers on its platform, and (7) maintain its market shares to competitors in existing markets and its success in expansion into new markets. Other risks and uncertainties are included under the caption "Risk Factors" and elsewhere in the Company's filings with the Securities and Exchange Commission, including, without limitation, the Company's latest annual report on Form 20-F. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this current report on Form 6-K. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

Incorporation by Reference

The Form 6-K and the exhibit to the Form 6-K, including any amendment and report filed for the purpose of updating such document, are incorporated by reference into the registration statement on Form F-3 of Quhuo Limited (File No. 333-273087), and shall be a part thereof from the date on which the Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Quhuo Limited

Date:	July 2, 2024	By:	/s/ Leslie Yu
			Name:	Leslie Yu
			Title:	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		Acquisition Agreement by and among Quhuo Limited, Quhuo International Trade (HK) Limited and LIDA GLOBAL LIMITED dated July 1, 2024
10.2		Acquisition Agreement by and among Quhuo Limited, Quhuo International Trade (HK) Limited, Longx Tech Limited, Highland Vision Holding LTD and Genan Tech Limited dated July 1, 2024
10.3		Form of Senior Convertible Promissory Note

EX-10.1 2 tm2418627d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Equity Acquisition Agreement

Quhuo Limited

with

Quhuo International Trade (HK) Limited

and

LIDA GLOBAL LIMITED

July 1, 2024

This equity acquisition agreement (this “Agreement”) is made and entered into by and between the following parties on July 1, 2024, in Beijing, PRC:

Transferee (hereinafter referred to as Party A): Quhuo Limited, a company incorporated under the laws of the Cayman Islands;

Transferor (hereinafter referred to as Party B or the original shareholder): LIDA GLOBAL LIMITED, a company incorporated under the laws of the British Virgin Islands;

Target Company: QUHUO INTERNATIONAL TRADE (HK) LIMITED (hereinafter referred to as Party C), a company incorporated under the laws of Hong Kong.

WHEREAS:

Party B, as an original shareholder, owns 9.46% of the total issued and outstanding equity of the Target Company as of the date of this Agreement.

Based on a valuation analysis dated July 1, 2024 issued by CHFT Advisory and Appraisal Limited (“CHFT”), the valuation of Party C is in a range between US$90 million to US$102 million. The Parties hereby agree that the Target Company has a total equity value of US$100 million as of the date of this Agreement.

Party A proposes to acquire all of ordinary shares of Target Company owned by Party B (the “Purchased Shares”) on the terms and conditions set forth in this Agreement based on a discounted total equity value of the Target Company of US$94 million.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Party A, Party B and Party C (hereinafter collectively referred to as the Parties) hereto agree as follows:

Article 1 Purchase and Sale

1.1 Subject to the terms and conditions of this Agreement, at the Closing, Party B agrees to sell, assign and transfer to Party A, and Party A agrees to purchase from Party B, the Purchase Shares free and clear of any Liens or rights or claims of others. Following the Closing (as defined herein), Party A will hold the 9.46% of the issued and outstanding equity of Target Company currently held by Party B.

Article 2 Purchase Price

The Parties agree that Party A will acquire the Purchase Shares for the purchase price (“Purchase Price”) set forth the opposite the name of Party B on Schedule A attached hereto.

Article 3 Closing

3.1 Payment of Purchase Price: Party A shall remit the Purchase Price to Party B at Closing (as defined below).

3.2 Subject to the terms and conditions of this Agreement, the closing of the transaction hereunder (the “Closing”) shall be completed within five (5) business days (the date on which the Closing actually occurs, the “Closing Date”) after the Closing conditions are proved to be met or waived by Party A (except for those that should be met on the Closing Date pursuant to its terms).

The Target Company shall deliver a written notice to Party A within two (2) business days after the closing conditions are met (excluding those that should be met on the Closing Date pursuant to its terms), informing Party A that such conditions have been met and shall provide all supporting documents satisfactory to all Parties.

3.3 At or prior to Closing, the Target Company and Party B shall deliver to Party A each of the following documents:

(a)      The shareholder register signed by the authorized representative of the Target Company, showing that the equity proportion registered by Party A in such shareholder is no less than 60.46%, and there is no encumbrance on the equity of the target company;

(b)     The resolution duly and validly adopted by the shareholders of the Target Company certifying that they have approved and authorized the Closing and agreed to the investment and share transfer provided hereunder;

(c)      Duly executed copies of this Agreement and such other ancillary documents as Party A may deem to be necessary to complete the Closing;

Article 4 Obligations of the Transferor and the Target Company

4.1 Both Party B and the Target Company shall cooperate with and assist Party A in auditing, assessment and other financial evaluation of the Target Company.

4.2 Party B and the Target Company shall, and shall cause their respective shareholders to (to the extent necessary), promptly sign and provide all relevant documents to be signed and provided by them in connection with such equity transfer which are required to be submitted for approval.

Article 5 Post-Closing Obligations of the Transferee

5.1 Party A will be responsible for supervising and urging the Target Company to handle the approval procedures for such equity transfer in a timely manner pursuant to the provisions hereof.

5.2 Party A shall issue relevant documents that shall be signed or issued by it to complete such equity transfer.

Article 6 Representations and Warranties

6.1 Joint representations and warranties

6.1.1     Each party shall have all necessary corresponding rights, powers, and authorizations to sign this Agreement, fulfill their respective obligations hereunder and complete the proposed transaction.

6.1.2     This Agreement constitutes the legal, valid, and binding obligations of all Parties, and may be enforced in accordance with the terms hereof.

6.1.3     The execution, delivery and performance of this Agreement by the Parties does not and will not violate or conflict with any laws or government directives applicable to the parties and any binding agreements, contracts and other legal documents entered into by the parties.

6.1.4     Each Party has obtained any and all written consents, approvals and authorizations from third parties, which are necessary to execute, deliver and perform this Agreement and complete the transactions hereunder.

6.1.5     Party B owns its ordinary shares in the Target Company free and clear of all liens or encumbrances.

6.2 Representations and warranties of the Target Company and Party B

In order to induce Party A to enter into this Agreement, the Target Company and Party B hereby make the following representations and warranties to Party A, which, to the best of their knowledge, are true, accurate, complete and free from misleading in any material respect:

6.2.1     The Target Company is legally incorporated, validly existing, and qualified limited liability companies under the laws of Hong Kong, with all necessary rights and powers to engage in their current and proposed business operations. They comply with the requirements of relevant government regulatory agencies in terms of law, finance, management, technology, intellectual property, business, company licenses, and government regulations.

6.2.2          The registered capital of the Target Company has been fully paid in accordance with its articles of association and the provisions of laws and regulations and there are no outstanding capital contribution commitments. The equity of the Target Company held by Party B is legally owned by Party B. There is no encumbrance or dispute, nor any judicial seal, judicial freezing or other restriction of rights on such equity held by Party B. No person other than Party A shall have the right to purchase or acquire any equity, option or right from the Target Company orally or in writing.

6.2.3          The Target Company and Party B do not directly or indirectly own or control any other company, partnership, partnership, enterprise or other investment that forms a competitive relationship with the Target Company. The Target Company currently does not own or control, directly or indirectly, any interest in any other company, legal person, partnership, trust, joint venture, association or other business entity, nor is it a participant in any joint venture, partnership or similar arrangement; nor is there any real or potential obligation to engage in such arrangements or to make any equity investment.

6.2.4          All corporate actions required to authorize the Target Company to execute the transaction documents to which it is a party and those to be taken by the board of Directors and shareholders of the relevant company for this transaction have been taken or will be taken before closing. All the corporate procedures necessary for the execution and delivery of the transaction documents and the performance of all obligations that the Target Company shall fulfill in accordance with the transaction documents at the time of Closing have been or will be taken prior to Closing. When Party A, Party B and the Target Company execute and deliver the transaction documents, such transaction documents shall constitute the valid and legally binding obligations on the Target Company and Party B and shall be enforceable against them in accordance with its terms.

6.2.5          There is no pending or potential lawsuit, arbitration, administrative penalty, claim, investigation or other legal proceeding that is brought by any third party, court, government agency, or arbitration institution against or in connection with the Target Company, nor is there any unenforced rulings or judgments that will have a significant impact on the business operations of the Target Company.

6.2.6          Claims and debts

The Target Company undertakes not to have any undisclosed liabilities prior to Closing.

6.2.7          The execution and performance of this Agreement by the Target Company and Party B and the business activities of each of the Target Company and the Subsidiaries do not constitute a breach of any contractual agreement to which any of them is a party or a commitment to which they are bound (including but not limited to confidentiality and non-competition obligations) and do not constitute an infringement of the legal rights of any third party.

6.2.8          The employees, consultants, and independent partners of the Target Company have not infringed on the legitimate rights of former employer or other intellectual property holders, or engaged in any violations of confidentiality obligations, non-competitive obligations, and non-collusion obligations agreed with the Target Company, the corresponding former employer, and any other third party, or failed to serve the interests of the Target Company due to constraints of agreements or government directives or been in conflict with the interests of the Target Company.

6.2.9          The Target Company has complied with relevant laws and regulations (including but not limited to laws and regulations relating to medical institutions, environmental protection, labour, anti-unfair competition and anti-commercial bribery) in its corporate operations and all aspects of the Target Company's business are in compliance with the requirements of laws and government orders. The Target Company has paid all taxes on time and in full, and all tax statements, reports and forms required to be submitted by or on behalf of such entities (“Tax Statements”) have been provided to the appropriate governmental authorities in a timely manner, and all Tax Statements accurately reflected, in all material respects, the tax liability of the Target Company for the period, property or event recorded. All taxes, including the taxes in the Tax Statement or taxes deemed by any governmental authority to be payable by the Target Company, or levied on the Target Company's property, assets, capital, turnover or income, have been paid in full (except for taxes adequately reserved in the relevant management statement). There are no pending or potential inspections, inquiries, or audits by any regulatory authorities against the Target Company. All taxes required by law to be withheld by the Target Company have been withheld and submitted to the competent governmental authorities or are in the proper custody of the Target Company. The Target Company has no other tax liabilities or obligations of any nature unless such tax liabilities or obligations are (i) adequately reflected in the management statement or (ii) incurred in the ordinary course of business activities since the date of the management statement last provided to Party A.

6.3     The business operations of the Target Company are normal and there is no court judgment in Hong Kong declaring the Target Company bankrupt or insolvent (or similar circumstances). There are no proceedings pending against the Target Company for insolvency or bankruptcy (or similar circumstances) and no third party is about to commence such proceedings. There are no requests for termination, liquidation or dissolution of the Target Company, and no resolutions for liquidation or dissolution have been passed. The Target Company is able to meet its obligations as they come due and its assets are sufficient to satisfy all of its liabilities.

6.3.1          All material agreements of the Target Company are legally valid, binding and enforceable on the parties thereto. The Target Company has complied with or performed under such agreements, and there is no material breach, cancellation or invalidity of such agreements and the Target Company has not received any notice of any attempt to terminate such agreements. There are no outstanding agreements or arrangements to which the Target Company is a party which require (1) the allotment or issue of any shares, equity, debentures or other securities of the Target Company now or at any time in the future; (2) the entering into of any joint venture, partnership or profit-sharing (or loss-sharing) agreement or arrangement; (3) the granting to any person of a purchase of material assets or property of the Target Company; (4) the entering into any joint venture, partnership or profit-sharing (or loss-sharing) agreement or arrangement; (5) the entering into any contract, agreement or other arrangement granting to any person any preemptive right to purchase material assets or property or any equity interest in the Target Company (other than a purchase made in the ordinary course of business consistent with past practice); or (6) the entering into any other agreement or arrangement that has or may have a material effect on the financial or business condition or prospects of the Target Company.

6.3.2          Between the directors, officers or employees of the Target Company, or their respective spouses or children, or any affiliates of any of the foregoing and the Target Company, (i) there shall not exist any agreement, undertaking or any transaction that have been, are being, or are proposed to be conducted; (ii) there is no direct or indirect, unilateral or bidirectional, debt (except for wages yet to be paid), or commitment to provide loans or guarantees; (iii) they do not directly or indirectly enjoy interests or have significant business relationships with the agreement of the Target Company and the agreements signed by the Target Company; and (iv) they do not have direct or indirect ownership interests (except for those who obtain no more than 1% of shares through the open securities market) in any enterprise or company associated with, having business relationships with, or competing with the Target Company, or control such enterprise through loans, agreements, or other means, or serve as an executive, director, or partnership in such enterprise.

6.3.4          Except for the leased real estate, the Target Company owns a complete, market-valued rights to all of its property, rights and assets and there is no guarantee or other encumbrance on such rights.

6.3.5          As of the Closing Date, the Target Company has not received any notice from the Target Company's major customers, suppliers and partners, indicating that at any time after the Closing Date they will stop the use of the Target Company's products or services or other business relationships with the Target Company, or that they will materially reduce the use of the products or services or change the terms of the business relationship; The Target Company also has no reason to believe that the above situation may occur or that the proposed transaction hereunder will lead to the occurrence of the above situation.

6.3.6          Any facts related to the Target Company or business that may have a significant adverse impact have been fully disclosed to Party A, and there is no untrue statement of a material fact, nor is there omission of significant facts that are necessary to cause such statements not to be misleading. This Agreement, any other transaction documents, or any delivery documents delivered to Party A under this Agreement or any other transaction documents, or any other information, in written or electronic form, provided to Party A or its advisers by management, shareholders, the Target Company itself or by proxy in the course of Party A's due diligence and negotiations regarding this Agreement and other transaction documents, do not contain any untrue, inaccurate, or incomplete, or misleading information, nor do they omit any information that makes the information provided in such documents untrue, inaccurate, incomplete, or misleading.

6.3.7          The statements and warranties shall be made separately. Each statement and warranty shall be deemed to be a separate statement or warranty, and (unless there is a clear provision to the contrary) shall not be subject to any limitations due to reference to or induction of the terms of any other statement or warranty or any other provision hereof.

Article 7 Confidentiality

7.1     Confidentiality Obligation

Each party undertakes and shall promote its affiliates, their officers, directors, employees, agents, representatives, accountants, legal advisors, and other professional advisors to regard all of the following information as confidential information and keep it confidential (do not disclose the information or provide any party with access to such information to): (i) this Agreement and the terms of other transaction documents and negotiations regarding this Agreement and any other transaction documents; and (ii) all other confidential or proprietary information provided by other parties relating to business secrets, technology, copyrights, patents, trademarks, pricing and marketing plans, detailed information of customers and consultants, business plans, business acquisition plans, new personnel recruitment plans, and all other parties and their respective affiliates.

7.2      The confidentiality obligation stipulated in this article shall not apply to the following situations:

7.2.1          Information independently developed by a party concerned or obtained from a third party, provided that such third party has the right to disclose such information;

7.2.2          The disclosure of information is required by binding judgments, orders, requirements, rules or regulations of laws, courts or government departments, provided that the other parties shall be notified by the disclosing party of such requirement in advance within a reasonable time prior to disclosure;

7.2.3          Information disclosed in confidence to a party's professional advisers or information that needs to be reasonably disclosed for the purpose of evaluating the party's investment in the Target Company;

7.2.4          Information disclosed to any prospective lender or investor with the prior written consent of the parties other than the disclosing party;

7.2.5          Information that becomes freely available in the public domain (not as a result of breach of this provision);

7.2.6          Information disclosed by Party A or the Target Company to any bona fide potential investors (including prospective buyers of transaction) of any equity of Party A or the Target Company, provided that such potential investors shall provide a confidentiality commitment in favor of Party A or the Target Company, as applicable.

7.3     No publicity

Each Party shall not and shall ensure that its affiliates shall not make any announcement or notice in respect of the existence or content of this Agreement and any other transaction documents without Party A's prior written approval. The aforementioned provisions shall not affect any announcement or notice required by any law or regulatory authority, provided that the party under the obligation to issue such announcement or notice shall, within a reasonable and feasible range, consult with Party A before complying with such obligation.

Article 8 Liabilities

Any and all liabilities incurred by, or arising from the operations or any action of, the Target Company prior to the Closing, shall be borne by the original shareholders in proportion to their original shareholding in the Target Company prior to the Closing. Any obligations determined by proposals, notices, orders, judgments, decisions, etc. made by relevant administrative or judicial departments against the Target Company for its behavior before this acquisition shall also be borne by the original shareholders in proportion to their original shareholding in the Target Company prior to the Closing.

Article 9 Others

9.1      Liability for Breach

9.1.1          If one party fails to perform or suspends its obligations under this Agreement, or if any statements and guarantees made by the party are untrue or inaccurate in any material respect, the party shall be deemed to have breached this Agreement.

9.1.2          The defaulting party shall commence remedying the non-performance of the Agreement within seven (7) days after receiving a written notice from the other party in respect of such breach (which must reasonably and specifically describe the nature of the breach) and shall complete the remedy within thirty (30) days after receiving such a notice. Furthermore, if any party's breach of this Agreement causes any expense, liabilities, or losses to be incurred by the other party, the defaulting party shall compensate the complying party for any of the foregoing expenses, liabilities, or losses (including but not limited to interest and attorney's fees or losses as a result of the breach, but excluding any indirect losses) and shall hold the complying party harmless from any harm.

9.1.3          Without limiting the generality of the foregoing provisions, if any statement, warranty, covenant or agreement in this Agreement or any document or other evidence delivered by any party pursuant to this Agreement is inaccurate in any respect or if any party breaches any such statement, warranty, covenant or agreement, such party shall indemnify, defend, and hold harmless the other party against all claims, losses, liabilities, damages, judgments, fines, settlement amounts, costs, or expenses (including interest, penalties, and fees, interest losses, fees and payments to attorneys, experts, personnel, and advisors incurred in connection with any litigation or proceedings between the indemnifying party and any indemnitee or between any indemnitee and any third party, or other expenses) arising from or related to the inaccurate statement, warranty, covenant or agreement, and shall coordinate and indemnify the other party against any harm.

9.2     Effectiveness and Term

This Agreement shall come into effect on the date of signature and shall have full binding force on all parties to this Agreement.

9.3     Termination

9.3.1          Notwithstanding any provision to the contrary in this Agreement or any other transaction document, this Agreement may be terminated prior to the Closing in the following circumstances:

(1) If the Closing has not occurred within ninety (90) days after the signing of this Agreement, each party may terminate this Agreement by written notice to the other parties; provided, however, that if the failure to close on or before such date is caused or contributed to by any party's failure to perform any of its obligations under this Agreement, such party shall not be entitled to terminate this Agreement pursuant to this Section 9.3.1.

(2) If from the date of signing of this Agreement until the Closing Date: (i) any occurrence of any event or circumstance resulted in a significant adverse effect or may have a significant adverse effect, (ii) any statement or warranty of the Target Company contained in this Agreement is untrue or inaccurate, such that the conditions set forth in Article 3 cannot be satisfied, (iii) any party fails to comply with any obligation or agreement contained in this Agreement, or (iv) the Target Company engages in an overall transfer of its interests to creditors or initiates or is subject to any legal proceedings that result in the declaration of the Target Company's bankruptcy or the liquidation, closure, restructuring, or reorganization of its debt under any law, then any party may terminate this Agreement by written notice to the other parties;

(3) This Agreement may be terminated with the unanimous written consent of all parties;

(4) If the Target Company or Party B materially breaches any provision of this Agreement or any other transaction document and fails to remedy such breach within thirty (30) days after receipt of a notice of default from Party A, Party A may terminate this Agreement and abandon the proposed transaction;

(5) If Party A materially breaches any provision of this Agreement or any other transaction document and fails to remedy such breach within thirty (30) days after receipt of a notice of default from the Target Company or Party B, the Target Company may terminate this Agreement and abandon the proposed transaction;

(6) If any government department issues an order, decree, or ruling, or has taken any other action that restricts, prevents, or prohibits the proposed transaction under this Agreement in other ways, and such order, decree, ruling, or other action is finalized and not subject to appeal, review, or appeal, then all parties may terminate this Agreement.

In the event of unilateral termination of this Agreement, the terminating party shall immediately send written notice to the other parties, and this Agreement shall terminate upon receipt of the notice by the other parties.

9.3.2          If this Agreement is terminated in accordance with the provisions of Section 9.3.1 above, this Agreement shall terminate and no longer have legal effect. However, the rights and obligations of the parties under this Agreement shall continue to be valid and binding after the termination of this Agreement. Any remedies arising from any breach of this Agreement prior to the termination of this Agreement or the dissolution and liquidation of the Company shall continue to be fully effective. Except for any liability arising from any breach of this Agreement by a party, no party shall be liable for any other obligations to any other party arising from the termination of this Agreement.

9.4     Notice

All notices, requirements, or other communications sent out, delivered or made under this Agreement shall be in written form and delivered or sent to the following addresses (or other addresses notified by the recipient in written form ten (10) days in advance) or email addresses of the relevant parties.

The addresses for such communications shall be:

If to Party A:

Quhuo Limited

3F, Building A, Xin’anmen, No. 1 South Bank

Hughes South Street

Chaoyang District, Beijing 100020

The People’s Republic of China

Attention: Leslie Yu, Chairman and Chief Executive Officer

Email: Leslie@meishisong.cn

With a copy (not constituting notice) to:

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Unit 2901, 29F, Tower C, Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

The People’s Republic of China

Email: projectqh@wsgr.com

If to Party B:

LIDA GLOBAL LIMITED

Email: lidaglobal@aol.com

If to Target Company:

QUHUO INTERNATIONAL TRADE (HK) LIMITED

Email: office@quhuo-intl.com

9.5 Applicable Laws

The formation, validity, interpretation, performance, modification, and termination of this Agreement, as well as the resolution of disputes, shall be governed by the laws of New York without regard to its conflicts of laws principles that would apply the laws of any other jurisdiction.

9.6 Dispute Resolution

With respect to any disputes, conflicts, or claims arising from or related to the performance, breach, termination or invalidity of this Agreement or any matters related thereto shall be submitted to the Beijing Arbitration Commission located in Beijing for arbitration. The arbitration r shall be final and binding on all parties to the dispute.

9.7 Entire Agreement

This Agreement constitutes the complete agreement between the parties with respect to the contemplated equity transfer and capital increase matters, and shall supersede any and all prior oral or written agreements, letters of intent, memoranda, or Agreements of the parties relating thereto, and shall take precedence over any subsequent agreements signed solely for the purpose of completing the equity transfer and capital increase related government approvals.

9.8 Successors and Assigns

Subject to the provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and shall ensure the interests of the successors and permitted assigns. In the event of such succession or assignment, the parties shall cause the successors and permitted assigns to execute an agreement recognized by all parties.

9.9 Separability

If any provision or provisions of this Agreement is adjudicated invalid, illegal, or unenforceable in any respect under any applicable law or regulation, such invalidity, illegality, or unenforceability shall not affect or impair the validity, legality, or enforceability of the remaining provisions of this Agreement. The parties shall mutually negotiate new provisions that are lawful, valid, acceptable, and consistent with the original intent of the parties in this Agreement to replace such invalid, illegal, or unenforceable provisions.

9.10 Further Assurance

Each party agrees to execute timely documents and take further actions as may be reasonably necessary or practicable to perform or enforce the provisions and purposes of this Agreement.

9.11 Waiver/Amendment

The failure or delay by either party to exercise any right, power, or remedy (individually, a “Right”) relating to this Agreement shall not constitute a waiver of such Right, and the exercise or partial exercise of any Right shall not preclude any further or additional exercise of such Right or the exercise of any other Right granted by this Agreement, which Rights are cumulative and not exclusive of any other rights (whether statutory or otherwise) that may be waived expressly or impliedly for any breach of this Agreement shall not constitute a waiver of any subsequent breach. Any amendment or modification to this Agreement (including any revision or amendment hereto) shall be invalid unless in writing and signed by authorized representatives of all parties and submitted to and approved by the relevant governmental authorities, if required.

9.12 Expenses

Party A shall bear all expenses related to this investment, including but not limited to fees for external lawyers, accountants, and investment advisors, as well as any registration, filing, or approval fees required by any relevant government departments for the establishment, change, or other requirements of the Target Company.

9.13 Taxes

Unless otherwise agreed by the parties, each party shall bear the taxes and fees incurred in connection with the execution and performance of this Agreement and any other agreements, documents, or instruments under this Agreement in accordance with applicable laws.

9.14 Any amendment, change, or supplement to this Agreement shall be agreed upon by all parties in writing and shall be effective upon being formally signed by all parties. Any matters not covered in this Agreement shall be supplemented by the parties through a separate agreement.

This Agreement has been signed by all parties on the date first written above, hereby certified.

(No text follows below)

(This page has no text and is the signature page of the Equity Acquisition Agreement.)

Party A:

QUHUO LIMITED

Director or Authorized Representative (Signature):

/s/ Leslie Yu

(This page has no text and is the signature page of the Equity Acquisition Agreement.)

Party B:

LIDA GLOBAL LIMITED

Director or Authorized Representative (Signature):

/s/ Li Zhong

(This page has no text and is the signature page of the Equity Acquisition Agreement.)

Party C:

QUHUO INTERNATIONAL TRADE (HK) LIMITED

Director or Authorized Representative (Signature):

/s/ Liang Bo

Schedule A

Name of Transferor	Number of Shares	Valuation of the Shares	Purchase Price to be paid by Party A
LIDA GLOBAL LIMITED	946	US$8,892,400	18,625.353 share of the Viner Total Investment Fund (the Class A SERIES 200716), which were held by Party A, with net asset value of USD445.383 per share as of April 30, 2024, totalingUS$8,307,434.94

EX-10.2 3 tm2418627d1_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

Equity Acquisition Agreement

Quhuo Limited

with

Quhuo International Trade (HK) Limited,

Longx Tech Limited,

Highland Vision Holding LTD,

and

Genan Tech Limited

July 1, 2024

This equity acquisition agreement (this “Agreement”) is made and entered into by and between the following parties on July 1, 2024, in Beijing, PRC:

Transferee (hereinafter referred to as Party A): Quhuo Limited, a company incorporated under the laws of the Cayman Islands;

Transferors (each an “Transferor” and hereinafter collectively referred to as Party B or the original shareholders):

(1)

Transferor 1: Longx Tech Limited, a company incorporated under the laws of the British Virgin Islands;

(2)

Transferor 2: Highland Vision Holding LTD, a company incorporated under the laws of the British Virgin Islands; and

(3)

Transferor 3: Genan Tech Limited, a company incorporated under the laws of the British Virgin Islands,

Target Company: QUHUO INTERNATIONAL TRADE (HK) LIMITED, (hereinafter referred to as Party C), a company incorporated under the laws of Hong Kong.

WHEREAS:

Party B, as the original shareholders, own certain ordinary shares of the Target Company, in which Transferor 1 owns approximately 9.49%, Transferor 2 owns approximately 10.25%, and Transferor 3 owns 9.90%, respectively, of the total issued and outstanding equity of the Target Company.

The Purchased Shares represent an aggregate of approximately 29.64% of the issued and outstanding equity of the Target Company .

Article 1 Purchase and Sale

1.1 Subject to the terms and conditions of this Agreement, at the Closing, each Transferor, severally and not jointly, agrees to sell, assign and transfer to Party A, and Party A agrees to purchase from each Transferor, the number of shares of Target Company set forth opposite the name of each Transferor on Schedule A attached hereto, free and clear of any Liens or rights or claims of others. Following the Closing (as defined herein), Party A will hold the aggregate 29.64% of the issued and outstanding equity of Target Company currently held by Party B.

Article 2 Purchase Price

The Parties agree that Party A will acquire the Purchase Shares for the purchase price (“Purchase Price”) set forth the opposite the name of each Transferor on Schedule A attached hereto.

Article 3 Closing

3.1 Payment of Purchase Price: Party A shall remit the Purchase Price to Party B at Closing (as defined below).

3.3 At or prior to Closing, the Target Company and Party B shall deliver to Party A each of the following documents:

(a)   The shareholder register signed by the authorized representative of the Target Company, showing that the equity proportion registered by Party A in such shareholder is no less than 90.10%, and there is no encumbrance on the equity of the target company;

(b)   The resolution duly and validly adopted by the shareholders of the Target Company certifying that they have approved and authorized the Closing and agreed to the investment and share transfer provided hereunder;

(c)   Duly executed copies of this Agreement and such other ancillary documents as Party A may deem to be necessary to complete the Closing;

Article 4 Obligations of the Transferors and the Target Company

4.1 Both Party B and the Target Company shall cooperate with and assist Party A in auditing, assessment and other financial evaluation of the Target Company.

Article 5 Post-Closing Obligations of the Transferee

5.1 Party A will be responsible for supervising and urging the Target Company to handle the approval procedures for such equity transfer in a timely manner pursuant to the provisions hereof.

5.2 Party A shall issue relevant documents that shall be signed or issued by it to complete such equity transfer.

Article 6 Representations and Warranties

6.1   Joint representations and warranties

6.1.1   Each party shall have all necessary corresponding rights, powers, and authorizations to sign this Agreement, fulfill their respective obligations hereunder and complete the proposed transaction.

6.1.2   This Agreement constitutes the legal, valid, and binding obligations of all Parties, and may be enforced in accordance with the terms hereof.

6.1.3   The execution, delivery and performance of this Agreement by the Parties does not and will not violate or conflict with any laws or government directives applicable to the parties and any binding agreements, contracts and other legal documents entered into by the parties.

6.1.4   Each Party has obtained any and all written consents, approvals and authorizations from third parties, which are necessary to execute, deliver and perform this Agreement and complete the transactions hereunder.

6.1.5   Each Transferor owns its ordinary shares in the Target Company free and clear of all liens or encumbrances.

6.2   Representations and warranties of the Target Company and Party B

6.2.1   The Target Company is legally incorporated, validly existing, and qualified limited liability companies under the laws of Hong Kong, with all necessary rights and powers to engage in their current and proposed business operations. They comply with the requirements of relevant government regulatory agencies in terms of law, finance, management, technology, intellectual property, business, company licenses, and government regulations.

6.2.2   The registered capital of the Target Company has been fully paid in accordance with its articles of association and the provisions of laws and regulations and there are no outstanding capital contribution commitments. The equity of the Target Company held by each Transferor is legally owned by the relevant Transferor. There is no encumbrance or dispute, nor any judicial seal, judicial freezing or other restriction of rights on such equity held by each Transferor. No person other than Party A shall have the right to purchase or acquire any equity, option or right from the Target Company orally or in writing.

6.2.3   The Target Company and Party B do not directly or indirectly own or control any other company, partnership, partnership, enterprise or other investment that forms a competitive relationship with the Target Company. The Target Company currently does not own or control, directly or indirectly, any interest in any other company, legal person, partnership, trust, joint venture, association or other business entity, nor is it a participant in any joint venture, partnership or similar arrangement; nor is there any real or potential obligation to engage in such arrangements or to make any equity investment.

6.2.4   All corporate actions required to authorize the Target Company to execute the transaction documents to which it is a party and those to be taken by the board of Directors and shareholders of the relevant company for this transaction have been taken or will be taken before closing. All the corporate procedures necessary for the execution and delivery of the transaction documents and the performance of all obligations that the Target Company shall fulfill in accordance with the transaction documents at the time of Closing have been or will be taken prior to Closing. When Party A, Party B and the Target Company execute and deliver the transaction documents, such transaction documents shall constitute the valid and legally binding obligations on the Target Company and Party B and shall be enforceable against them in accordance with its terms.

6.2.5   There is no pending or potential lawsuit, arbitration, administrative penalty, claim, investigation or other legal proceeding that is brought by any third party, court, government agency, or arbitration institution against or in connection with the Target Company, nor is there any unenforced rulings or judgments that will have a significant impact on the business operations of the Target Company.

6.2.6   Claims and debts

The Target Company undertakes not to have any undisclosed liabilities prior to Closing.

6.2.7   The execution and performance of this Agreement by the Target Company and Party B and the business activities of each of the Target Company and the Subsidiaries do not constitute a breach of any contractual agreement to which any of them is a party or a commitment to which they are bound (including but not limited to confidentiality and non-competition obligations) and do not constitute an infringement of the legal rights of any third party.

6.2.8   The employees, consultants, and independent partners of the Target Company have not infringed on the legitimate rights of former employer or other intellectual property holders, or engaged in any violations of confidentiality obligations, non-competitive obligations, and non-collusion obligations agreed with the Target Company, the corresponding former employer, and any other third party, or failed to serve the interests of the Target Company due to constraints of agreements or government directives or been in conflict with the interests of the Target Company.

6.2.9   The Target Company has complied with relevant laws and regulations (including but not limited to laws and regulations relating to medical institutions, environmental protection, labour, anti-unfair competition and anti-commercial bribery) in its corporate operations and all aspects of the Target Company's business are in compliance with the requirements of laws and government orders. The Target Company has paid all taxes on time and in full, and all tax statements, reports and forms required to be submitted by or on behalf of such entities (“Tax Statements”) have been provided to the appropriate governmental authorities in a timely manner, and all Tax Statements accurately reflected, in all material respects, the tax liability of the Target Company for the period, property or event recorded. All taxes, including the taxes in the Tax Statement or taxes deemed by any governmental authority to be payable by the Target Company, or levied on the Target Company's property, assets, capital, turnover or income, have been paid in full (except for taxes adequately reserved in the relevant management statement). There are no pending or potential inspections, inquiries, or audits by any regulatory authorities against the Target Company. All taxes required by law to be withheld by the Target Company have been withheld and submitted to the competent governmental authorities or are in the proper custody of the Target Company. The Target Company has no other tax liabilities or obligations of any nature unless such tax liabilities or obligations are (i) adequately reflected in the management statement or (ii) incurred in the ordinary course of business activities since the date of the management statement last provided to Party A.

6.3   The business operations of the Target Company are normal and there is no court judgment in Hong Kong declaring the Target Company bankrupt or insolvent (or similar circumstances). There are no proceedings pending against the Target Company for insolvency or bankruptcy (or similar circumstances) and no third party is about to commence such proceedings. There are no requests for termination, liquidation or dissolution of the Target Company, and no resolutions for liquidation or dissolution have been passed. The Target Company is able to meet its obligations as they come due and its assets are sufficient to satisfy all of its liabilities.

6.3.1   All material agreements of the Target Company are legally valid, binding and enforceable on the parties thereto. The Target Company has complied with or performed under such agreements, and there is no material breach, cancellation or invalidity of such agreements and the Target Company has not received any notice of any attempt to terminate such agreements. There are no outstanding agreements or arrangements to which the Target Company is a party which require (1) the allotment or issue of any shares, equity, debentures or other securities of the Target Company now or at any time in the future; (2) the entering into of any joint venture, partnership or profit-sharing (or loss-sharing) agreement or arrangement; (3) the granting to any person of a purchase of material assets or property of the Target Company; (4) the entering into any joint venture, partnership or profit-sharing (or loss-sharing) agreement or arrangement; (5) the entering into any contract, agreement or other arrangement granting to any person any preemptive right to purchase material assets or property or any equity interest in the Target Company (other than a purchase made in the ordinary course of business consistent with past practice); or (6) the entering into any other agreement or arrangement that has or may have a material effect on the financial or business condition or prospects of the Target Company.

6.3.2   Between the directors, officers or employees of the Target Company, or their respective spouses or children, or any affiliates of any of the foregoing and the Target Company, (i) there shall not exist any agreement, undertaking or any transaction that have been, are being, or are proposed to be conducted; (ii) there is no direct or indirect, unilateral or bidirectional, debt (except for wages yet to be paid), or commitment to provide loans or guarantees; (iii) they do not directly or indirectly enjoy interests or have significant business relationships with the agreement of the Target Company and the agreements signed by the Target Company; and (iv) they do not have direct or indirect ownership interests (except for those who obtain no more than 1% of shares through the open securities market) in any enterprise or company associated with, having business relationships with, or competing with the Target Company, or control such enterprise through loans, agreements, or other means, or serve as an executive, director, or partnership in such enterprise.

6.3.4   Except for the leased real estate, the Target Company owns a complete, market-valued rights to all of its property, rights and assets and there is no guarantee or other encumbrance on such rights.

6.3.5   As of the Closing Date, the Target Company has not received any notice from the Target Company's major customers, suppliers and partners, indicating that at any time after the Closing Date they will stop the use of the Target Company's products or services or other business relationships with the Target Company, or that they will materially reduce the use of the products or services or change the terms of the business relationship; The Target Company also has no reason to believe that the above situation may occur or that the proposed transaction hereunder will lead to the occurrence of the above situation.

6.3.6   Any facts related to the Target Company or business that may have a significant adverse impact have been fully disclosed to Party A, and there is no untrue statement of a material fact, nor is there omission of significant facts that are necessary to cause such statements not to be misleading. This Agreement, any other transaction documents, or any delivery documents delivered to Party A under this Agreement or any other transaction documents, or any other information, in written or electronic form, provided to Party A or its advisers by management, shareholders, the Target Company itself or by proxy in the course of Party A's due diligence and negotiations regarding this Agreement and other transaction documents, do not contain any untrue, inaccurate, or incomplete, or misleading information, nor do they omit any information that makes the information provided in such documents untrue, inaccurate, incomplete, or misleading.

6.3.7   The statements and warranties shall be made separately. Each statement and warranty shall be deemed to be a separate statement or warranty, and (unless there is a clear provision to the contrary) shall not be subject to any limitations due to reference to or induction of the terms of any other statement or warranty or any other provision hereof.

Article 7 Confidentiality

7.1   Confidentiality Obligation

7.2   The confidentiality obligation stipulated in this article shall not apply to the following situations:

7.2.1   Information independently developed by a party concerned or obtained from a third party, provided that such third party has the right to disclose such information;

7.2.2   The disclosure of information is required by binding judgments, orders, requirements, rules or regulations of laws, courts or government departments, provided that the other parties shall be notified by the disclosing party of such requirement in advance within a reasonable time prior to disclosure;

7.2.3   Information disclosed in confidence to a party's professional advisers or information that needs to be reasonably disclosed for the purpose of evaluating the party's investment in the Target Company;

7.2.4   Information disclosed to any prospective lender or investor with the prior written consent of the parties other than the disclosing party;

7.2.5   Information that becomes freely available in the public domain (not as a result of breach of this provision);

7.2.6   Information disclosed by Party A or the Target Company to any bona fide potential investors (including prospective buyers of transaction) of any equity of Party A or the Target Company, provided that such potential investors shall provide a confidentiality commitment in favor of Party A or the Target Company, as applicable.

7.3   No publicity

Article 8 Liabilities

Article 9 Additional Covenants of Party B

The parties agree that, in connection with the purchase of Purchased Shares from Transferor 1, Transferor 2 and Transferor 3, respectively (each a “Note Holder” and collectively, the “Note Holders”), Party A shall issue and transfer to each Note Holder a convertible note substantially in the form attached hereto as Exhibit A with a principal amount set forth opposite the name of each Transferor on Schedule A attached hereto (the “Convertible Note”), which may be convertible into shares of Party A’s Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”). The Parties further agree and undertake that, the number of Class A Ordinary Shares converted from each Convertible Note may be adjusted as contemplated in the Convertible Note to be issued to each Note Holder on the Closing Date. The parties further agree that the Note Holders shall have no voting rights as the holder of the Convertible Note.

Article 10 Recission

10.1 The parties agree and undertake that, in the event that (i) a Voluntary Conversion (as defined in the Convertible Note) has not occurred prior to the Maturity Date (as defined in the Convertible Note) pursuant to Section 5(c) of the Convertible Note and (ii) any Note Holder notifies Party A on a written notice no less than ten (10) business days prior to the completion of an initial public offering of Quhuo International or its overseas holding company that such Note Holder desires not to convert the outstanding balance of the Convertible Note (the “Outstanding Balance”) as contemplated therein, (x) Party A shall pay the Outstanding Balance to such Note Holder in full, or (y) such Note Holder shall have the right to rescind the sale to Party A all of such Note Holder’s right, title and interest in the Purchase Shares pursuant to the this Agreement as mutually agreed upon Party A and such Note Holder, in which case Party A and such Note Holder shall promptly take all actions as may be necessary or desirable to give effect to the rescission and to restore to each Party A and such Note Holder its rights, powers and obligations as in existence immediately prior to the transaction contemplated herein, including execution by Party A of such assignments, transfers and other documents and instruments as may be necessary or desirable to convey, assign and transfer back to such Note Holder of the Purchase Shares sold by such Note Holder, and execution by Party A and such Note Holder of such documents and instruments as may be necessary or desirable to relieve each party for any liabilities existing on the Maturity Date.

10.2 In case any Note Holder rescinds the sale of the Purchase Shares to Party A pursuant to Section 10.2, such recission shall not in any way affect or impair the validity, legality or enforceability of the sale of the Purchase Shares between other Note Holders and Party A to the extent that other Note Holders have not exercised their rights to rescind the transaction contemplated herein pursuant to Section 10.1.

Article 11 Others

11.1 Liability for Breach

11.1.1 If one party fails to perform or suspends its obligations under this Agreement, or if any statements and guarantees made by the party are untrue or inaccurate in any material respect, the party shall be deemed to have breached this Agreement.

11.1.2 The defaulting party shall commence remedying the non-performance of the Agreement within seven (7) days after receiving a written notice from the other party in respect of such breach (which must reasonably and specifically describe the nature of the breach) and shall complete the remedy within thirty (30) days after receiving such a notice. Furthermore, if any party's breach of this Agreement causes any expense, liabilities, or losses to be incurred by the other party, the defaulting party shall compensate the complying party for any of the foregoing expenses, liabilities, or losses (including but not limited to interest and attorney's fees or losses as a result of the breach, but excluding any indirect losses) and shall hold the complying party harmless from any harm.

11.1.3 Without limiting the generality of the foregoing provisions, if any statement, warranty, covenant or agreement in this Agreement or any document or other evidence delivered by any party pursuant to this Agreement is inaccurate in any respect or if any party breaches any such statement, warranty, covenant or agreement, such party shall indemnify, defend, and hold harmless the other party against all claims, losses, liabilities, damages, judgments, fines, settlement amounts, costs, or expenses (including interest, penalties, and fees, interest losses, fees and payments to attorneys, experts, personnel, and advisors incurred in connection with any litigation or proceedings between the indemnifying party and any indemnitee or between any indemnitee and any third party, or other expenses) arising from or related to the inaccurate statement, warranty, covenant or agreement, and shall coordinate and indemnify the other party against any harm.

11.2 Effectiveness and Term

This Agreement shall come into effect on the date of signature and shall have full binding force on all parties to this Agreement.

11.3 Termination

11.3.1 Notwithstanding any provision to the contrary in this Agreement or any other transaction document, this Agreement may be terminated prior to the Closing in the following circumstances:

(3) This Agreement may be terminated with the unanimous written consent of all parties;

11.3.2 If this Agreement is terminated in accordance with the provisions of Section 9.3.1 above, this Agreement shall terminate and no longer have legal effect. However, the rights and obligations of the parties under this Agreement shall continue to be valid and binding after the termination of this Agreement. Any remedies arising from any breach of this Agreement prior to the termination of this Agreement or the dissolution and liquidation of the Company shall continue to be fully effective. Except for any liability arising from any breach of this Agreement by a party, no party shall be liable for any other obligations to any other party arising from the termination of this Agreement.

11.4 Notice

The addresses for such communications shall be:

If to Party A:

Quhuo Limited

3F, Building A, Xin’anmen, No. 1 South Bank

Hughes South Street

Chaoyang District, Beijing 100020

The People’s Republic of China

Attention: Leslie Yu, Chairman and Chief Executive Officer

Email: Leslie@meishisong.cn

With a copy (not constituting notice) to:

Wilson Sonsini Goodrich & Rosati, Professional Corporation

Unit 2901, 29F, Tower C, Beijing Yintai Centre

No. 2 Jianguomenwai Avenue

Chaoyang District, Beijing 100022

The People’s Republic of China

Email: projectqh@wsgr.com

If to Party B:

Longx Tech Limited

Email: fukunaga.t1975@outlook.com

Highland Vision Holding LTD

Email: mohammad@highland-vision.com

Genan Tech Limited

Email: ahmedbergo@aol.com

If to Target Company:

QUHUO INTERNATIONAL TRADE (HK) LIMITED

Email: office@quhuo-intl.com

11.5 Applicable Laws

11.6 Dispute Resolution

11.7 Entire Agreement

11.8 Successors and Assigns

11.9 Separability

11.10 Further Assurance

Each party agrees to execute timely documents and take further actions as may be reasonably necessary or practicable to perform or enforce the provisions and purposes of this Agreement.

11.11 Waiver/Amendment

11.12 Expenses

Quhuo Limited shall bear all expenses related to this investment, including but not limited to fees for external lawyers, accountants, and investment advisors, as well as any registration, filing, or approval fees required by any relevant government departments for the establishment, change, or other requirements of the Target Company.

11.13 Taxes

11.14 Any amendment, change, or supplement to this Agreement shall be agreed upon by all parties in writing and shall be effective upon being formally signed by all parties. Any matters not covered in this Agreement shall be supplemented by the parties through a separate agreement.

This Agreement has been signed by all parties on the date first written above, hereby certified.

(No text follows below)

(This page has no text and is the signature page of the Equity Acquisition Agreement.)

Party A:

QUHUO LIMITED

Director or Authorized Representative (Signature):

/s/ Leslie Yu

Party B:

Longx Tech Limited

Director or Authorized Representative (Signature):

/s/ Fu Yong Zhi Mei

Highland Vision Holding LTD

Director or Authorized Representative (Signature):

/s/ MOHAMMAD HILAL SAMIH ALSAID

Genan Tech Limited

Director or Authorized Representative (Signature):

/s/ AHMED MOHAMED ALY MOHAMED

Party C:

QUHUO INTERNATIONAL TRADE (HK) LIMITED

Director or Authorized Representative (Signature):

/s/ Liang Bo

Schedule A

Name of Transferor	Number of Shares	Valuation of the Shares	Purchase Price to be paid by Party A
Longx Tech Limited	949	US$8,920,600	convertible note in the principal amount of US$8,920,600
Highland Vision Holding LTD	1,025	US$9,635,000	convertible note in the principal amount of US$9,635,000
Genan Tech Limited	990	US$9,306,000	convertible note in the principal amount of US$9,306,000

Exhibit A

FORM OF SENIOR CONVERTIBLE PROMISSORY NOTE

EX-10.3 4 tm2418627d1_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

NEITHER THIS SENIOR CONVERTIBLE PROMISSORY NOTE (“NOTE”) NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED OR PLEDGED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

SENIOR CONVERTIBLE PROMISSORY NOTE

Principal Amount:

US$______________

Effective Date: _______________

WHEREAS, on _____, 2024, Quhuo Limited, an exempted company in the Cayman Islands (the “Maker”), Longx Tech Limited, a company incorporated under the laws of British Virgin Islands (“Longx Tech”), Highland Vision Holding LTD, a company incorporated under the laws of British Virgin Islands (“Highland Vision”), Genan Tech Limited, a company incorporated under the laws of British Virgin Islands (“Genan Tech” and, together with Longx Tech and Highland Vision, the “Sellers”), and Quhuo International Trade (HK) Limited (“Quhuo International”), a company incorporated under the laws of Hong Kong, entered into certain equity acquisition agreement (the “Acquisition Agreement”), pursuant to which Maker agrees to acquire from Sellers, and Sellers agree to sell to Maker, all of Sellers’ right, title and interest in and to the issued and outstanding shares of Quhuo International (the “Equity Interest Acquisition”).

WHEREAS, the Maker and the Sellers agree that the Maker shall issue and transfer to Longx Tech, Highland Vision and Genan Tech convertible notes in consideration for the Maker’s purchase of the equity interest of Quhuo International from the Sellers.

FOR VALUE RECEIVED, the Maker promises to pay to the order of ____ or its registered assigns or successors in interest (the “Payee”) the Outstanding Balance in lawful money of the United States of America on Maturity Date (as defined in Section 3), in accordance with the terms and conditions set forth herein. This Note is issued and made effective as of the date set forth above (the “Effective Date”). Unless defined in Attachment 1 attached hereto and incorporated herein by this reference, capitalized terms used herein shall have the same meanings as those defined in the Acquisition Agreement.

Interest Rate. Interest shall accrue at a simple rate of 1.0% per annum on the Outstanding Balance under this Note for the period commencing on and from the Effective Date until the Outstanding Balance is fully repaid or converted as contemplated hereby (the “Final Repayment Date”). Interest shall be due and payable on each anniversary of the Effective Date and on the Final Repayment Date, and shall be calculated based on a 365-day year for the actual number of days elapsed.

Payments.

(a)

All payments of principal and interest under this Note shall be paid in lawful money of the United States of America or equivalent Renminbi to the Payee, made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

(b)

So long as no Event of Default (as defined below) has occurred, the Maker shall have the right, exercisable on not less than one (1) Business Day prior written notice to the Payee to prepay the Outstanding Balance of this Note, in part or in full, in accordance with this Section 2(b). Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Payee at its registered address or through email and shall state: (i) that the Maker is exercising its right to prepay this Note, and (ii) the date of prepayment, which shall be not less than one (1) Business Day from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Maker shall make payment of the Optional Prepayment Amount (as defined below) to or upon the order of the Payee as may be specified by the Payee in writing to the Maker. If the Maker exercises its right to prepay this Note, the Maker shall make payment to the Payee of an amount in cash, unless otherwise agreed by both parties, equal to the then Outstanding Balance of this Note being prepaid (the “Optional Prepayment Amount”). In the event the Maker delivers the Optional Prepayment Amount to the Payee prior to the Optional Prepayment Date, the Optional Prepayment Amount shall not be deemed to have been paid to the Payee until the Optional Prepayment Date. In the event the Maker delivers the Optional Prepayment Amount without an Optional Prepayment Notice, then the Optional Prepayment Date will be deemed to be the date that is one (1) Business Day from the date that the Optional Prepayment Amount was delivered to the Payee.

Maturity Date. The Outstanding Balance under this Note shall, subject to the provisions for conversion and rescission hereof, as applicable, mature and be due and payable in full on the earlier of (1) ____, 2026, or (2) the date on which the ListCo consummates the initial public offering or the date on which the ListCo determines not to conduct an initial public offering of its securities (the “Maturity Date”).

Ranking. Unless fully converted, this Note constitutes direct, unconditional and unsubordinated obligations of the Maker. This Note ranks (i) senior in right of payment to any of the Maker’s future indebtedness that is expressly subordinated in right of payment to this Note, (ii) pari passu with the claims of all of the Maker’s other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to individuals or companies generally.

Conversion. This Note may be convertible into Class A ordinary shares of the Maker, par value US$0.0001 per share (the “Class A Ordinary Shares”) (such converted shares, “Conversion Shares”) on the terms and conditions set forth in this Section 5 (the “Conversion”)

(a)

Automatic Conversion Upon Qualified IPO. If the ListCo consummates a Qualified IPO on or prior to the Maturity Date, unless Payee indicates otherwise pursuant to Section 6, the Outstanding Balance of this Note shall automatically convert into a number of fully paid and nonassessable Class A Ordinary Shares (the “Qualified IPO Conversion Shares”) equal to (x) the Outstanding Balance divided by (y) a conversion price calculated at eighty percent (80.0%) of the lowest closing price of the last thirty (30) trading days immediately prior to the Effective Date (the “Conversion Price”).

(b)

Automatic Conversion Upon Non-Qualified IPO. If the ListCo consummates an initial public offering that is not a Qualified IPO on or prior to the Maturity Date, unless Payee indicates otherwise pursuant to Section 6, the Outstanding Balance of this Note shall automatically convert into a number of fully paid and nonassessable Class A Ordinary Shares (the “Non-QIPO Conversion Shares”) as calculated with reference to the following conversion formula:

(i)

the number of Non-QIPO Conversion Shares is calculated by dividing (x) the amount of the Adjusted Outstanding Balance being converted by (y) the Conversion Price;

(ii)

the amount of Adjusted Outstanding Balance is calculated by (x) the amount of the Outstanding Balance multiplied by the quotient of the ListCo’s market capitalization as of the closing date of such Non-Qualified IPO by US$150,000,000, minus (y) the Adjusted LIDA Balance; and

(iii)

the amount of Adjusted LIDA Balance is calculated by (x) the amount of US$8,892,400, multiplied by (y) one (1) minus the quotient of the ListCo’s market capitalization as of the closing date of such Non-Qualified IPO by US$150,000,000, then multiplied by (z) one-third.

(c)

Voluntary Conversion. At any time between the Effective Date and 11:59 p.m. Eastern Time on the Business Day immediately preceding the Maturity Date, Payee has the right, in its sole discretion, at any time prior to payment in full of the Outstanding Balance of this Note, provided that the automatic conversion of this Note in accordance with Section 5(a) or Section 5(b) has not occurred, to convert the Outstanding Balance into a number of fully paid and nonassessable Class A Ordinary Shares at a price per share equal to the Conversion Price (the “Voluntary Conversion Shares”).

(d)

Subdivision or Combination of Class A Ordinary Shares. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) its outstanding Class A Ordinary Shares into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced, and if the Company at any time combines (by reverse stock split, recapitalization or otherwise) its outstanding shares of Class A Ordinary Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

(e)

Lock-up Upon Conversion. The Payee agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any securities of the Conversion Shares or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Conversion Shares without the prior written consent of the Maker (i) in the event of an Automatic Conversion upon Qualified IPO or an Automatic Conversion Upon Non-Qualified IPO, for a period commencing from the Conversion Date and ending on the 180 days after the completion of an initial public offering of the ListCo, or (ii) in the event of a Voluntary Conversion, for a period commencing from the Conversion Date and ending on the earlier of (x) 180 days after the completion of an initial public offering of the ListCo, or (y) two years after the Conversion Date (the “Lock-up Period”).

(f)

Surrender of Voluntary Conversion Shares. In the event of a Voluntary Conversion, if the ListCo consummates an initial public offering that is not a Qualified IPO following the Voluntary Conversion but prior to the end of the Lock-up Period, the Payee agrees to surrender to the Maker, and the Maker agrees to accept from the Payee, a number of Voluntary Conversion Shares (“Surrendered Shares”) equal to the difference between the number of the Voluntary Conversion Shares and the number of Adjusted Voluntary Conversion Shares (as calculated with reference to the following formula), free and clear of any liens, mortgages, adverse claims, charges, security interests, encumbrances, any interest of any third party or other restrictions or limitations whatsoever of any kind. The Payee shall receive no consideration for the Surrendered Shares.

(i)

the number of Adjusted Voluntary Conversion Shares is calculated by dividing (x) the amount of the Adjusted Outstanding Balance being converted by (y) the Conversion Price;

(ii)

(iii)

(g)

Conversion Procedure.

(i)

Automatic Conversion Procedure. If this Note is to be automatically converted pursuant to Section 5(a) or 5(b), written notice shall be delivered to Payee at the address last shown on the records of the Maker for Payee or given by Payee to the Maker for the purpose of notice, notifying Payee of the Conversion to be effected, specifying the Conversion Price, the Outstanding Balance of the Note to be converted, the date on which such Conversion is expected to occur and calling upon Payee to surrender to the Maker, in the manner and at the place designated, the Note. The Maker shall, as soon as practicable thereafter, issue and deliver to Payee or its Permitted Designee a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of Conversion Shares to which Payee shall be entitled upon such Conversion, including a check payable to Payee for any cash amounts payable as described in Section 5(f)(iii).

(ii)

Voluntary Conversion Procedure. Subject to the terms and conditions set forth in this Section 5(c), the Payee may exercise the right of Conversion by delivering a notice in the form attached hereto as Exhibit A (the “Conversion Notice”) to Maker by any method set forth in Section 16. The Maker shall, as soon as practicable thereafter, issue and deliver to Payee or its Permitted Designee a certificate or certificates (or a notice of issuance of uncertificated shares, if applicable) for the number of Conversion Shares to which Payee shall be entitled upon such Conversion, including a check payable to Payee for any cash amounts payable as described in Section 5(f)(iii).

(iii)

Fractional Shares; Effect of Conversion. No fractional shares shall be issued upon conversion of this Note. In lieu of the Maker issuing any fractional shares to Payee upon the Conversion, the Maker shall pay to Payee an amount equal to the product obtained by multiplying the applicable Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of the amounts specified in this paragraph, the Maker shall be forever released from all its obligations and liabilities under this Note and this Note shall be deemed of no further force or effect, whether or not the original of this Note has been delivered to the Maker for cancellation.

(iv)

Restrictive Legend. The Conversion Shares shall bear a restrictive legend and that the Payee may not transfer such Conversion Shares except pursuant to an effective registration statement covering the resale of such shares, or pursuant to an exemption from registration requirement under the Securities Act.

Rescission. In the event that (i) a Voluntary Conversion has not occurred prior to the Maturity Date pursuant to Section 5(c) and (ii) Payee notifies Maker on a written notice no less than ten (10) business days prior to the completion of an initial public offering of the ListCo that Payee desires not to convert the Outstanding Balance pursuant to Section 5(a) or Section 5(b), as the case may be, (x) Maker shall pay the Outstanding Balance to Payee in full, or (y) Payee shall have the right to rescind the sale to Maker all of Payee’s right, title and interest in and to the issued and outstanding shares of Quhuo International pursuant to the Acquisition Agreement as mutually agreed upon Maker and Payee, in which case Maker and Payee shall promptly take all actions as may be necessary or desirable to give effect to the rescission and to restore to each Maker and Payee its rights, powers and obligations as in existence immediately prior to the Equity Interest Acquisition, including execution by Maker of such assignments, transfers and other documents and instruments as may be necessary or desirable to convey, assign and transfer back to Payee of the issued and outstanding shares of Quhuo International sold by Payee, and execution by Maker and Payee of such documents and instruments as may be necessary or desirable to relieve each party for any liabilities existing on the Maturity Date.

Trigger Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Maker fails to pay any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) Maker fails to deliver any Conversion Shares in accordance with the terms hereof; (c) a receiver, trustee or other similar official shall be appointed over Maker or a material part of its assets and such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; (d) Maker becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (e) Maker makes a general assignment for the benefit of creditors; (f) Maker files a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); (g) an involuntary bankruptcy proceeding is commenced or filed against Maker, which is not cured within sixty (60) calendar days; (h) any representation, warranty or other statement made or furnished by or on behalf of Maker to Payee herein, in the Acquisition Agreement, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material respect when made or furnished; or (i) Maker, or any affiliate of Maker breaches any covenant or other term or condition contained in the Acquisition Agreement in any material respect.

Defaults. At any time following the occurrence of a Trigger Event, Payee may, at its option, send written notice to Maker demanding that Maker cure the Trigger Event within five (5) Trading Days. If Maker fails to cure the Trigger Event within the required five (5) Trading Day cure period, the Trigger Event will automatically become an event of default hereunder (each, an “Event of Default”).

Default Remedies. At any time and from time to time following the occurrence of any Event of Default, Payee may accelerate this Note by written notice to Maker, with the Outstanding Balance becoming immediately due and payable in cash applying the Default Interest. Notwithstanding the foregoing, upon the occurrence of any Trigger Event described in clauses (c), (d), (e), (f) or (g) of Section 6, an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of such Trigger Event shall become immediately and automatically due and payable in cash, subject to any applicable cure period as set forth under Section 7 and Section 8, without any written notice required by Payee for the Trigger Event to become an Event of Default. For the avoidance of doubt, Payee may continue making Conversions at any time following a Trigger Event or an Event of Default until such time as the Outstanding Balance is paid in full. In connection with acceleration described herein, Payee need not provide, and Maker hereby waives, any presentment, demand, protest or other notice of any kind, and Payee may immediately but subject to any applicable cure period as set forth under Section 7 and Section 8, enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Payee at any time prior to payment hereunder and Payee shall have all rights as a holder of the Note until such time, if any, as Payee receives full payment. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. Nothing herein shall limit Payee’s right to pursue any other remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to Maker’s failure to timely deliver Conversion Shares upon Conversion of the Note as required pursuant to the terms hereof.

10.

Voting Rights. The Payee shall have no voting rights as the holder of this Note.

11.

Unconditional Obligation; No Offset. Maker acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Maker not subject to offset, deduction or counterclaim of any kind. Maker hereby waives any rights of offset it now has or may have hereafter against Payee, its successors and assigns, and agrees to make the payments or Conversions called for herein in accordance with the terms of this Note.

12.

Amendment; Waiver. No amendment hereto or waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in writing.

13.

Governing Law. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

14.

Dispute Resolution. Maker and Payee agree to negotiate in good faith to resolve any dispute, controversy, difference or claim arising out of or relating to or regarding this Agreement including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it (each, a “Dispute”). If the negotiations do not resolve the Dispute to the reasonable satisfaction of Maker and Payee within thirty (30) days after either Maker or Payee has raised the Dispute for negotiation, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Arbitration Rules in effect, which rules are deemed to be incorporated by reference into this section. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three. The arbitration proceedings shall be conducted in English.

15.

Cancellation. After repayment or conversion of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed canceled, and shall not be reissued.

16.

Assignments. Maker may not assign this Note without the prior written consent of Payee. Any Class A Ordinary Shares issued upon conversion of this Note may be offered, sold, assigned or transferred by Payee without the consent of Maker, subject to the Lock-up Period and any transfer limitations of any applicable laws; provided, however, that, in the event such Class A Ordinary Shares are to be issued in a name other than the name of the Payee, this Note when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Payee, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. This Note may not be offered, sold, assigned or transferred by Payee without the consent of Maker, and upon such consent, the Payee shall surrender this Note to the Maker within three (3) Trading Days of the date on which the Payee delivers an Assignment Form to the Company assigning this Note in full.

17.

Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

If to Payee:

_________

If to Maker:

Quhuo Limited

3F, Building A, Xin'anmen, No. 1 South Bank

Huihe South Street, Chaoyang District Beijing

People’s Republic of China

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

18.

Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.

	Quhuo Limited


	By:
	Name:	Leslie Yu
	Title:	Chairman and Chief Executive Officer

Agreed and acknowledged:


	By:
	Name:
	Title:

DEFINITIONS and INTERPRETATIONS

For purposes of this Note, the following terms shall have the following meanings:

“Conversion Date” means the date upon which the Conversion contemplated under Section 5 is completed.

“Conversion Shares” means, collectively, the Qualified IPO Conversion Shares, the Non-QIPO Conversion Shares and the Voluntary Conversion Shares.

“Note” shall have the meaning ascribed to it in the Preamble.

“ListCo” means Quhuo International or its overseas holding company.

“Outstanding Balance” means as of any date of determination, the unpaid principal balance of the Note, as reduced or increased, as the case may be, pursuant to the terms hereof for payment, Conversion, offset, or otherwise, plus accrued but unpaid interest, fees, charges, collection and enforcement costs (including reasonable attorneys’ fees) incurred by Payee.

“Permitted Designee” means any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity which directly, legally and beneficially owns any issued and outstanding equity securities of Payee.

“Qualified IPO” means a bona fide underwritten public offering of the ordinary shares of the ListCo that results in the ListCo’s market capitalization as of the closing date of such bona fide underwritten public offering being equal to at least US$150 million.

“Trigger Event” means any Trigger Event occurring under Section 7.

Headings are included for convenience only and shall not affect the construction of any provision of this Agreement.

References to “writing” and “written” include any mode of reproducing words in a legible and non-transitory form including emails and faxes.

Exhibit A

CONVERSION NOTICE

The above-captioned Payee hereby gives notice to Quhuo Limited, (the “Maker”), pursuant to that certain Convertible Promissory Note made by the Maker in favor of the Payee (the “Note”), that Payee elects to convert the portion of the Note balance set forth below into fully paid and non-assessable Class A Ordinary Shares of Maker as of the date of conversion specified below. Said conversion shall be based on the Conversion Price set forth in the Note. In the event of a conflict between this Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Payee in its sole discretion, Payee may provide a new form of Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

A. Date of Conversion: ____________

B. Conversion #: ____________

C. Conversion Amount: __________

D. Conversion Price: _______________

E. Conversion Shares: _______________ (C divided by D)

F. Remaining Outstanding Balance of Note: ____________*

Please transfer the Conversion Shares electronically (via DWAC) to the following account:

To the extent the Conversion Shares are not able to be delivered to Payee electronically via the DWAC system, deliver all such certificated shares to Payee via reputable overnight courier after receipt of this Conversion Notice (by facsimile transmission or otherwise) to:

ASSIGNMENT FORM

(To assign the foregoing Note, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Note and all rights evidenced thereby are hereby assigned to

Name:

(Please Print)

Address:

(Please Print)

Phone Number:

Email Address:

Dated: _______________

Payee’s Signature:

Payee’s Address: