SEC Form F-3 filed by Quhuo Limited

As filed with the Securities and Exchange Commission on September 6, 2024

Registration No. 333-        ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM F-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Quhuo Limited

(Exact Name of Registrant as Specified in Its Charter)

Not Applicable

(Translation of Registrant’s Name Into English)

3F, Building A, Xin’anmen
No. 1 South Bank, Huihe South Street
Chaoyang District, Beijing
The People’s Republic of China
Telephone: (+86-10) 8576-5328

(Address and Telephone Number of Registrant’s Principal Executive Offices)

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Tel: (302) 738-6680

(Name, Address and Telephone Number of Agent For Service)

With copies to:

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

​

The information in this prospectus is not complete and may be changed. The Selling Shareholders cannot sell these securities until the registration statement that we have filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where their offer or sale is not permitted.

PRELIMINARY PROSPECTUSSUBJECT TO COMPLETION, DATED SEPTEMBER 6, 2024

Quhuo Limited

79,386,824 American Depositary Shares
Representing 793,868,246 Class A Ordinary Shares

This prospectus relates to the resale, from time to time, of up to an aggregate of 79,386,824 American depositary shares (the “ADSs”), each representing ten Class A ordinary shares, par value US$0.0001 per share (the “Class A ordinary shares”), of Quhuo Limited, a Cayman Islands exempted company, which are held by the shareholders set forth in the “Selling Shareholders” section of this prospectus (the “Selling Shareholders”) and may be offered and sold, in the form of ADSs or otherwise, from time to time by them. The Selling Shareholders acquired the Class A ordinary shares upon conversion of certain senior convertible promissory notes (the “Convertible Notes”) which were issued pursuant to certain equity acquisition agreements, dated July 1, 2024 (the “Acquisition Agreements”), entered into with certain minority shareholders of Quhuo International Trade (HK) Limited (“Quhuo International”), a company incorporated under the laws of Hong Kong. Pursuant to the Acquisition Agreements, we acquired an aggregate of 39.1% equity interest in Quhuo International on the terms and subject to the conditions set forth therein (the “Acquisition”). The Convertible Notes and the Class A ordinary shares were issued to the Selling Shareholders pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Regulation S promulgated thereunder.

The Selling Shareholders will receive all of the net proceeds from the sale of the ADSs, offered hereby. The Selling Shareholders may resell the ADSs offered for resale through this prospectus to or through underwriters, broker-dealers, or agents, who may receive compensation in the form of discounts, concessions or commissions. We will not receive any proceeds from the sale of the ADSs by the Selling Shareholders but we will bear all costs, fees and expenses in connection with the registration of the ADSs offered by the Selling Shareholders. The Selling Shareholders will bear all commissions and discounts, if any, attributable to the sale of the ADSs offered for resale through this prospectus.

The Selling Shareholders will determine where they may sell the ADSs through public or private transactions at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices. For information regarding the Selling Shareholders and the times and manner in which they may offer or sell the ADSs, see “Selling Shareholders” and “Plan of Distribution.”

Investors are cautioned that the securities being offered under this prospectus are securities of Quhuo Limited, a Cayman Islands holding company, which is not a Chinese operating company nor does it have any substantive business operations. Quhuo Limited conducts business in China through Beijing Quhuo Technology Co., Ltd., the consolidated variable interest entity or the “VIE”, and the VIE’s subsidiaries.

In this prospectus, unless otherwise indicated or the context otherwise requires, “Quhuo,” “we,” “us,” “our,” “our company,” the “Company,” or similar terms refer to Quhuo Limited, a Cayman holding company, and its subsidiaries, and, in the context of describing our consolidated financial information, includes the VIE and its subsidiaries. References to the “affiliated entities” refer to, collectively, the VIE and its subsidiaries.

The ADSs representing our Class A ordinary shares are listed on the Nasdaq Global Market under the symbol “QH.” Each ADS represents ten Class A ordinary shares. As of September 5, 2024, the closing price of the ADSs on Nasdaq was US$0.34 per ADS.

On May 10, 2024, we received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (the “Nasdaq”), notifying us that (1) we are not in compliance with the minimum bid price requirement set forth in Rule 5450(a)(1) of the Nasdaq Listing Rules as the closing bid price of our ADS has been below US$1.00 per ADS for a period of 30 consecutive trading days (the “Minimum Bid Price Rule”) and (2) our minimum market value of publicly held shares (“MVPHS”) was less than $15,000,000 for the last 30 consecutive business days, which does not meet the requirement for continued listing set forth in Nasdaq Listing Rule 5450(b)(1) (the “MVPHS Rule”). The notice has no immediate impact

on the listing of our ADSs on the Nasdaq Global Market. We were provided a period of 180 calendar days, until November 6, 2024, to regain compliance with the Minimum Bid Price Rule and the MVPHS Rule.

If we do not regain compliance with the Minimum Bid Price Rule by November 6, 2024, we may be eligible for additional time to regain compliance. To qualify, we must submit, no later than November 6, 2024, an on-line transfer application to Nasdaq Capital Market and submit a non-refundable $5,000 application fee, and meet the continued listing requirements for market value of publicly held shares and all other initial listing standards, with the exception of bid price requirement, of the Nasdaq Capital Market, and provides written notice to Nasdaq of our intention to cure the deficiency, including by effecting a reverse stock split, if necessary. As part of its review process, the Staff will make a determination of whether the Staff believes we will be able to cure this deficiency. If the Staff concludes that we will not be able to cure the deficiency, or if we determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that our ADS will be subject to delisting. If we choose to implement a reverse stock split, we must complete the split no later than ten (10) business days prior to November 6, 2024, or the expiration of the second compliance period if granted. In addition, if we do not regain compliance with the MVPHS Rule by November 6, 2024, we will receive written notification that our securities are subject to delisting. In the event of such notification, we may appeal Nasdaq’s determination to delist our securities, but there can be no assurance Nasdaq would grant our request for continued listing. Alternatively, we may consider applying to transfer our ADS to the Nasdaq Capital Market before the expiry of the compliance period. In order to transfer, we must submit an on-line transfer application, pay the $5,000 application fee and meet the Nasdaq Capital Market’s continued listing requirements. We intend to monitor the closing bid price of our ADSs and our market value between now and November 6, 2024 and are evaluating various options available to regain compliance and maintain our continued listing. There can be no assurance that we will be able to regain compliance with the Nasdaq Global Market’s continued listing requirements or that Nasdaq will grant us a further extension of time to regain compliance, if applicable. For more details, see “Risk Factors — Risks Relating to the ADSs — We are not in compliance with the Nasdaq Listing Rule concerning the minimum bid price of our ADSs and our minimum market value of publicly held shares. If we fail to regain compliance with such or if we encounter other deficiencies in the future, our ADSs may be delisted from the Nasdaq or trading may be suspended” in this prospectus.

Investing in our securities involves a high degree of risk. Quhuo Limited is a holding company incorporated in Cayman Islands. As a holding company with no material operations, Quhuo conducts a substantial majority of its operations through the affiliated entities. Because of our corporate structure as a Cayman Islands holding company with operations conducted by the affiliated entities established under the laws of the People’s Republic of China (the “PRC” or “China”), it involves unique risks to investors. Furthermore, Chinese regulatory authorities could change the rules and regulations regarding foreign ownership in the industry in which the affiliated entities operate, which would likely result in a material change in our operations and/or a material change in the value of the securities being registered for sale, including that it could cause the value of such securities to significantly decline or become worthless. Investors in our securities should be aware that they will not and may never directly hold equity interests in the PRC operating affiliated entities, but rather purchasing equity solely in Quhuo, our Cayman Islands holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States. Please carefully consider the risks discussed under “Risk Factors” in this prospectus beginning on page 29, in our most recent Annual Report on Form 20-F and in our reports filed with the Securities and Exchange Commission (the “SEC”) that are incorporated by reference in this prospectus.

Quhuo Limited, our ultimate Cayman Islands holding company, does not have any substantive operations. Beijing Quhuo Information Technology Co., Ltd., or WFOE, is our wholly-owned PRC subsidiary and a foreign-invested enterprise under PRC laws. We conduct our business in China through Beijing Quhuo Technology Co., Ltd., or the VIE, and its subsidiaries, or collectively the affiliated entities, and may in the future commence or acquire businesses that are subject to the restrictions with respect to value-added telecommunications services as set out in the Negative List (2021 Version) promulgated by the Ministry of Commerce, or MOFCOM, and the National Development and Reform Commission, or the NDRC. A series of contractual agreements, including equity interest pledge agreement, exclusive call option agreement, exclusive business cooperation agreement, power of attorney and financial support undertaking letters, have been entered into by and among our WFOE, the VIE and its shareholders. For more details of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure —  Our Contractual Arrangements” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

The VIE structure is used to provide contractual exposure to foreign investment in China-based companies where the PRC law prohibits or restricts direct foreign investment in the operating companies.

Neither the investors nor we ourselves have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE. Instead, we receive the economic benefits of the VIE’s business operation through a series of contractual agreements with the VIE and these agreements have not been tested in court. Because of these contractual arrangements, we are the primary beneficiary of the VIE for accounting purposes and able to consolidate the financial results of the VIE and its subsidiaries with ours only if we meet the conditions for consolidation under U.S. GAAP. However, our contractual arrangements with the VIE are not equivalent of an investment in the VIE. The VIE structure involves unique risks to investors in the ADSs. Investors in the ADSs are purchasing equity securities of our ultimate Cayman Islands holding company rather than purchasing equity securities of the VIE, and investors in the ADSs may never hold equity interests in the VIE.

Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. These contractual arrangements have not been properly tested in a court of law and the PRC regulatory authorities could disallow the VIE structure at any time. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, our ability to treat the VIE and its subsidiaries as the consolidated affiliated entities under U.S. GAAP may be restricted, and our ability to develop e-commerce business through the VIE and the prospect of our company may be materially and adversely affected. For details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China” and “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

We and our affiliated entities face various legal and operational risks and uncertainties related to being based in and having significant operations in China. For example, we and our affiliated entities face risks and uncertainties associated with the fact that the PRC government has significant authority in regulating a China-based company and may influence or intervene its operations at any time. The PRC government has recently issued statements and regulatory actions relating to areas such as regulatory approvals of offshore offerings by, and foreign investment in, China-based issuers, anti-monopoly regulatory actions, and oversight on data security, which may impact our ability to conduct certain businesses, accept foreign investments, or list on U.S. or other foreign exchanges. Potential actions taken by the PRC government could significantly limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. For further details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

On February 17, 2023, the China Securities Regulatory Commission, or the CSRC, announced the Circular on the Administrative Arrangements for Filing of Securities Offering and Listing by Domestic Companies (the “Circular”) and released a set of new regulations which consists of the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines. On the same date, the CSRC also released the Notice on the Arrangements for the Filing Management of Overseas Listing of Domestic Companies (the “Notice”). The Trial Measures came into effect on March 31, 2023. The Trial Measures refine the regulatory system by subjecting both direct and indirect overseas offering and listing activities to the CSRC filing-based administration. Requirements for filing entities, time points and procedures are specified. A PRC domestic company that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC per the requirements of the Trial Measures. Where a PRC domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. The Trial Measures also lay out requirements for the reporting of material events. Breaches of the Trial Measures, such as offering and listing securities overseas without fulfilling the filing procedures or engaging in fraudulent filing behavior, may result in legal liabilities borne by the company, including warning and business rectification, a fine between RMB 1.0 million (approximately $150,000) and RMB 10.0 million (approximately $1.5 million). In cases of serious violations, the relevant responsible person may also be barred from entering the securities market. The Trial Measures increase the cost for offenders by enforcing accountability with administrative penalties and incorporating the compliance status of relevant market participants into the Securities Market Integrity Archives.

On July 5, 2024, we submitted initial filing documents to the CSRC in connection with the issuance of the Convertible Notes to the Selling Shareholders (the “CSRC Filings”) and they are currently under review of the CSRC. According to the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises issued by the NDRC and came into effect as from

February 10, 2023, debt instruments (including convertible securities) borrowed from abroad with a maturity of more than one year issued by PRC domestic companies or foreign enterprises or branches under control of PRC domestic companies shall complete the registration procedures with NDRC (“NDRC Foreign Debt Registration”) before borrowing such foreign debts. However, the issuance of the Convertible Notes was not registered with NDRC. As of the date of this prospectus, according to our PRC counsel, Yuan Tai Law Offices, other than the NDRC Foreign Debt Registration which was not completed, and the CSRC Filings that were initiated by us and are under review of the CSRC, no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign investors, including the issuance of the Convertible Notes and the Class A ordinary shares, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to our future offshore offering from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations.

Borrowing medium and long-term foreign debts without due registration with NDRC, the enterprise and its principal person in charge may be summoned by NDRC for regulatory interviews, and may be subject to public warnings and other disciplinary measures. Additionally, relevant departments and financial institutions may refuse to process the enterprise’s subsequent cross-border fund receipts, payments, and foreign exchange transactions. Therefore, failure to complete the NDRC Foreign Debt Registration may impact our ability to manage cross-border funds, including receipts, payments, foreign exchange, and use. However, in the opinion of our PRC counsel, Yuan Tai Law Offices, because the Convertible Notes have been fully converted within one year of issuance, it is unlikely the NDRC will take regulatory actions against the Company. For more details, see “Risk Factors — Risks Relating to Doing Business in China — We did not complete the registration with NDRC timely for the issuance of the Convertible Notes and may be subject to regulatory actions.” on page 30 of this prospectus. Also, there can be no assurance that we can complete the procedures for the CSRC Filings, obtain the approvals or authorizations, or complete required procedures or other requirements in a timely manner, or at all. Any failure of us to fully comply with the regulatory requirements may subject us to regulatory actions, such as warnings and fines, which may limit our operating privileges in China, delay or restrict the repatriation of the proceeds from offshore fund-raising activities into the PRC or take other actions that could materially adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. For further details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

Quhuo Limited, our Cayman Islands holding company, may transfer cash to its wholly-owned subsidiary in British Virgin Islands, Quhuo Investment Limited, by making capital contributions or providing loans. Quhuo Investment Limited, in turn, may transfer cash to its wholly-owned subsidiary incorporated in Hong Kong, Quhuo Technology Investment (Hong Kong) Limited, or Quhuo Technology, by making capital contributions or providing loans. Similarly, Quhuo Technology may transfer cash to WFOE, by making capital contributions or providing loans. WFOE is not able to make direct capital contribution to the VIE. However, it may transfer cash to the VIE by loans or by making payments to the VIE for inter-group transactions. The VIE may transfer cash to WFOE by paying service fees according to the exclusive business cooperation agreement. For more details, see “Prospectus Summary — Cash and Asset Flows through Our Organization” in this prospectus and “Item 3. Key Information — Cash and Asset Flows through Our Organization” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus. In addition, our VIE, Beijing Quhuo Technology Co., Ltd., has maintained cash flow management policies which dictate the purpose, amount and procedures for cash transfers. Each cash transfer involving the VIE or its subsidiaries is subject to internal clearance from at least two managerial-level personnel. The required procedures include the initial submission of a cash transfer application through a cashier of the account management department, subsequent review and approval by the manager of the account management department, as well as a financial manager or Chief Financial Officer of the VIE, and finally, the execution of the transfer. No single employee is allowed to complete each and every stage of the cash process, but rather only specific part(s) of the whole process. Only the account management department is authorized to make cash transfers. Also, the purpose of the transfer must be specified and recorded at the time it is executed. For further details, see “Prospectus Summary — Cash and Asset Flows through Our Organization” in this prospectus.

Cayman Islands law prescribes that a Cayman Islands company may only pay dividends out of either its profits or share premium account, provided that under no circumstances can a dividend be paid if doing so would result in such company’s incapability of repaying its debts as they become due in the ordinary course of business. Other than the foregoing, there is no other limitations on Quhuo Limited’s ability to transfer cash to investors. For further details, see “Prospectus Summary — Cash and Asset Flows through Our Organization.” However, any limitation on the ability of our PRC or Hong Kong subsidiaries to pay cash

dividends to us could have a material adverse effect on our ability to pay cash dividends to holders of the ADSs and our ordinary shares, for further details, see “Prospectus Summary — Summary of Risk Factors” on page 21 of this prospectus, “Risk Factors — Risks Relating to Doing Business in China — We may rely on dividends paid by our PRC subsidiary to fund cash and financing requirements. Any limitation on the ability of our PRC subsidiary to pay dividends to us could have a material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus, and “Risk Factors — Risks Relating to Doing Business in Hong Kong — Our Hong Kong subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares. Dividends payable to our foreign investors and gains on the sale of our ADSs by our foreign investors may become subject to taxation by the PRC” on page 30 of this prospectus.

In January 2023, we incorporated a subsidiary in Hong Kong, Quhuo International Trade (HK) Limited, or Quhuo International, and held a 51% ownership interest in Quhuo International upon incorporation. In July 2024, we acquired an additional 39.1% ownership interest in Quhuo International. Quhuo International has commenced operations in Hong Kong since May 2023. In addition, in August 2023, we formed a wholly-owned subsidiary in Hong Kong, Quhuo (Hong Kong) Auto Limited, which has yet commenced operation as of the date of this prospectus. As a result of our operations in Hong Kong through Quhuo International, we are subject to the applicable laws and regulations of Hong Kong. Given that the PRC government’s authority and oversight may extend to Hong Kong, the legal and operational risks associated with operating in China also apply to operations in Hong Kong. For further details, see “Risk Factors — Risks Relating to Doing Business in Hong Kong” in this prospectus.

If WFOE realizes accumulated after-tax profits, it may, upon satisfaction of relevant statutory conditions and procedures, pay dividends or distribute earnings to Quhuo Technology. Quhuo Technology, in turn, may transfer cash to Quhuo Investment Limited and further to Quhuo Limited through dividends or other distributions. With necessary funds, Quhuo Limited may pay dividends or make other distributions to U.S. investors and service any debt it may have incurred outside the PRC. In 2021, 2022, and 2023, no dividends or distributions were made to Quhuo Limited by its subsidiaries. Quhuo Limited has not declared or paid any cash dividends or made any transfer of cash or assets to investors, nor does it have any present plan to do so in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. See “Prospectus Summary — Financial Information Related to the VIE” in this prospectus and “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Dividend Policy” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions. Currently, our PRC subsidiary may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. However, foreign exchange transactions under the “capital account” such as foreign direct investment and foreign currency debt, including loans we may secure for the VIE or its subsidiaries, remain subject to limitations and may require approvals from, filing with or registration with, SAFE and other relevant Chinese governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for the VIE or its subsidiaries. Shortages in the availability of foreign currency may temporarily delay the ability of our PRC subsidiary and the VIE to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations.

There are also limitations on our ability to transfer cash between Quhuo Limited, its subsidiaries and the VIE, and there is no assurance that we are able to comply with all restrictions on the cash transfer provided by laws and regulations of the PRC. See “Prospectus Summary — Restrictions and Limitations on Transfer of Capital” in this prospectus. To the extent cash or assets in the business is in mainland China or Hong Kong or in an entity domiciled in mainland China or Hong Kong, and may need to be used to fund operations outside of mainland China or Hong Kong, the funds and assets may not be available to fund operations or for other uses outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the government on our ability to transfer cash and assets. For risks relating to the fund flows of our operations in China, see “Item 3. Key Information — Risk Factors — Risks Related to Doing Business in China — We may rely on dividends paid by our PRC subsidiary to fund cash and financing requirements. Any limitation on the ability of our PRC subsidiary to pay dividends to us could have a

material adverse effect on our ability to conduct our business and to pay dividends to holders of the ADSs and our ordinary shares” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

Quhuo Limited and WFOE are not able to make direct capital contribution to the VIE. However, they may transfer cash to the VIE in the form of loans or advances or by making payments to the VIE for inter-group transactions. In 2021, 2022 and 2023, Quhuo Limited did not provide loans to WFOE. In 2021, 2022, and 2023, WFOE transferred cash of nil, nil, and approximately RMB13.3 million (approximately US$1.9 million) to the VIE in the form of loans, respectively. The VIE may transfer cash to WFOE as service fees according to the exclusive business cooperation agreement. In 2021, 2022, and 2023, WFOE charged financial support fees under the exclusive business cooperation agreement of approximately RMB13.8 million, RMB13.9 million, and RMB 13.0 million (approximately US$1.8 million), respectively, and the total amount of service fees that the VIE paid to WFOE were approximately RMB16.2 million, RMB19.3 million, and RMB 28.4 million (approximately US$4.0 million), respectively. In 2021, 2022 and 2023, WFOE also charged and received management fee of approximately RMB9.9 million, nil and nil from the VIE for advancing certain operating expenses. In 2021, 2022 and 2023, the VIE provided loans of approximately RMB3.4 million, RMB9.9 million and nil, respectively, to WFOE for working capital requirements. We have, and will continue to distribute earnings or settle amounts owed under the VIE agreements. See “Prospectus Summary — Item 3. Key Information — Financial Information Related to the VIE” in this prospectus and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may affect our ability to capitalize or otherwise fund our PRC operations” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the U.S. Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” ​(the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the delisting of our Company and the prohibition of trading in our securities if the PCAOB is unable to inspect our accounting firm at such future time.

On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. On October 6, 2022, we were conclusively identified by the SEC under the HFCAA due to the fact that our previous auditor was located in Mainland China and could not be inspected by the PCAOB. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. Our current auditor, Marcum Asia, is headquartered in New York, New York, a jurisdiction where the PCAOB is able to conduct inspection and investigation completely. Given the foregoing, we do not expect to be identified by the SEC again as a “commission- identified issuer” following the filing of our Annual Report for the fiscal year ended December 31, 2023. However, if our future audit reports are prepared by auditors headquartered in one of the jurisdictions that cannot be completely inspected by the PCAOB, we would be identified as a “commission-identified issuer” following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a “commission-identified issuer” for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. For details of risks related to the HFCAA, see “Risk Factors — Risks Relating to Doing Business in China — The ADSs may be delisted from a U.S. exchange and prohibited from being traded over-the-counter in the United States under the HFCAA if the PCAOB determines in the future that it is unable to fully inspect or investigate our auditors. The delisting and cease of trading of the ADSs, or the threat of their being delisted or prohibited from being traded, may materially and adversely affect the value of your investment.

Additionally, the inability of the PCAOB to conduct inspections deprives our investors of the benefits of such inspections” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company” on page 26 of this prospectus for additional information and “Risk Factors — Risks Relating to Our Corporate Governance — We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus.

The information contained or incorporated in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities.

Investing in our securities being offered pursuant to this prospectus involves a high degree of risk. You should carefully read and consider the “Risk Factors” section of this prospectus, the risk factors set forth in our most recent Annual Report on Form 20-F and in our other reports incorporated herein by reference, before you make your investment decision.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is [•], 2024.

 

TABLE OF CONTENTS

 

i

 

ABOUT THIS PROSPECTUS

You should carefully read this prospectus and the information described below under the heading “Where You Can Find More Information.” Neither we nor the Selling Shareholders have authorized anyone to give any information or make any representation about our company that is different from, or in addition to, that contained in this prospectus, including in any of the materials that have been incorporated by reference into this prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it as authorized by us. You should rely only on the information contained or incorporated by reference in this prospectus.

You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information that has been incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying supplement to this prospectus is delivered or securities are sold on a later date. Neither the delivery of this prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date hereof or that the information incorporated by reference herein is correct as of any time subsequent to the date of such information.

The distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform yourself about and observe any of these restrictions. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the securities offered by this document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this prospectus does not extend to you.

This prospectus and the information incorporated herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”

In this prospectus, unless otherwise indicated or unless the context otherwise requires:

•

“active workers” refers to the number of workers that established business outsourcing relationship with us, joined our insurance programs, and completed at least one transaction on our platform in a given period;

​

•

“ADRs” refers to the American depositary receipts which, if issued, evidence the ADSs (defined below);

​

•

“ADSs” refers to American depositary shares, each of which represents ten Class A ordinary shares (defined below);

​

•

“affiliated entities” refers to, collectively, the VIE (defined below) and its subsidiaries;

​

•

“B&B(s)” refers to a small lodging establishment that offers overnight accommodation and breakfast;

​

•

“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau; given the PRC government’s authority and oversight may extend to Hong Kong, the legal and operational risks associated with operating in China also apply to operations in Hong Kong;

​

•

“Class A ordinary shares” refers to our Class A ordinary shares of par value US$0.0001 per share;

​

•

“Class B ordinary shares” refers to our Class B ordinary shares of par value US$0.0001 per share;

​

•

“CSRC” refers to the China Securities Regulatory Commission;

​

•

“HFCAA” refers to Holding Foreign Companies Accountable Act, as amended;

​

•

“industry customer(s)” refers to business customer(s) to which we offer services, primarily including on- demand consumer service companies in the food and non-food delivery, ride-hailing, housekeeping

​

 

1

 

and bike-sharing industries, as well as chain restaurants and other companies in the overall service industry, such as hotels and B&Bs;

•

“KPI(s)” refers to key performance indicator(s);

​

•

“ordinary shares” or “shares” refer to our ordinary shares comprising Class A ordinary shares, par value US$0.0001 per share and/or Class B ordinary shares, par value US$0.0001 per share;

​

•

“registered workers” refers to the accumulative number of workers that have established business outsourcing relationship with us, joined our insurance programs, and completed at least one transaction on our platform since our inception;

​

•

“RMB” or “Renminbi” refers to the legal currency of China;

​

•

“US$,” “U.S. dollars,” “$” or “dollars” refers to the legal currency of the United States of America;

​

•

“VIE” refers to Beijing Quhuo Technology Co., Ltd.; and

​

•

“we,” “us,” “our,” or “our company” refers to Quhuo Limited and its subsidiaries, and, in the context of describing our consolidated financial information, includes the affiliated entities.

​

Unless otherwise noted, all translations from Renminbi to U.S. dollars in this prospectus were made at the exchange rate of RMB7.2672 to US$1.00, the exchange rate in effect as of June 28, 2024 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

We have relied on statistics provided by a variety of publicly-available sources regarding China’s expectations of growth. We did not directly or indirectly sponsor or participate in the publication of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus.

For investors outside the United States: We have not done anything that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities described herein and the distribution of this prospectus outside the United States.

 

2

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference contain forward-looking statements that reflect our current expectations and views of future events. These forward-looking statements are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those listed under the section of “Risk Factors” in this prospectus and “Item 3. Key Information — D. Risk Factors” to our most recent Annual Report on Form 20-F filed with the SEC on April 17, 2024 and incorporated by reference in this prospectus, may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to,” “potential,” “plan,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategies and financial needs. These forward-looking statements include, but are not limited to, statements about:

•

our goals and strategies;

​

•

our future business development, financial condition and results of operations;

​

•

the trends and expected growth of gig economy, the on-demand consumer service market, and workforce operational solution platform market in China;

​

•

our expectations regarding the demand for and market acceptance of our services;

​

•

our expectations regarding our relationships with industry customers, workers, strategic partners and other stakeholders;

​

•

competition in our industry;

​

•

relevant government policies and regulations relating to our industry; and

​

•

assumptions underlying or related to any of the foregoing.

​

These forward-looking statements involve various risks and uncertainties. You should read thoroughly this prospectus (as supplemented or amended) and the information incorporated by reference in this prospectus with the understanding that our actual future results may be materially different from, or worse than, what we expect. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward- looking statements. In addition, the rapidly changing nature of the on-demand consumer service market and workforce operational solution platform market results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

 

3

 

4

 

5

 

6

 

7

 

8

 

​

​

​

As of June 30, 2024

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Cash

​

​

​

​

15,926

​

​

​

​

​

74

​

​

​

​

​

23,931

​

​

​

​

​

(1)

​

​

​

​

​

39,930

​

​

Inter-group balance due from

​

​

​

​

100,236

​

​

​

​

​

60,333

​

​

​

​

​

—

​

​

​

​

​

(160,569)

​

​

​

​

​

—

​

​

Other current assets

​

​

​

​

64,015

​

​

​

​

​

43,945

​

​

​

​

​

539,245

​

​

​

​

​

(23,323)

​

​

​

​

​

623,882

​

​

Total current assets

​

​

​

​

180,177

​

​

​

​

​

104,352

​

​

​

​

​

563,176

​

​

​

​

​

(183,893)

​

​

​

​

​

663,812

​

​

Investment in subsidiaries, the VIE and its subsidiaries

​

​

​

​

278,070

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(278,070)

​

​

​

​

​

—

​

​

Other non-current assets

​

​

​

​

—

​

​

​

​

​

90

​

​

​

​

​

317,372

​

​

​

​

​

—

​

​

​

​

​

317,462

​

​

Total non-current assets

​

​

​

​

278,070

​

​

​

​

​

90

​

​

​

​

​

317,372

​

​

​

​

​

(278,070)

​

​

​

​

​

317,462

​

​

Total assets

​

​

​

​

458,247

​

​

​

​

​

104,442

​

​

​

​

​

880,548

​

​

​

​

​

(461,963)

​

​

​

​

​

981,274

​

​

Inter-group balance due to

​

​

​

​

—

​

​

​

​

​

100,246

​

​

​

​

​

60,333

​

​

​

​

​

(160,579)

​

​

​

​

​

—

​

​

Other liabilities

​

​

​

​

4,545

​

​

​

​

​

10,257

​

​

​

​

​

444,078

​

​

​

​

​

47,540

​

​

​

​

​

506,420

​

​

Total liabilities

​

​

​

​

4,545

​

​

​

​

​

110,503

​

​

​

​

​

504,411

​

​

​

​

​

(113,039)

​

​

​

​

​

506,420

​

​

Total shareholders’ equity

​

​

​

​

453,701

​

​

​

​

​

(6,061)

​

​

​

​

​

376,137

​

​

​

​

​

(348,923)

​

​

​

​

​

474,854

​

​

Total liabilities and shareholders’ equity

​

​

​

​

458,247

​

​

​

​

​

104,442

​

​

​

​

​

880,548

​

​

​

​

​

(461,963)

​

​

​

​

​

981,274

​

​

9

 

​

​

​

As of June 30, 2023

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Cash

​

​

​

​

24,675

​

​

​

​

​

3,730

​

​

​

​

​

86,635

​

​

​

​

​

—

​

​

​

​

​

115,040

​

​

Inter-group balance due from

​

​

​

​

81,503

​

​

​

​

​

47,089

​

​

​

​

​

—

​

​

​

​

​

(128,592)

​

​

​

​

​

—

​

​

Other current assets

​

​

​

​

63,056

​

​

​

​

​

24,207

​

​

​

​

​

543,662

​

​

​

​

​

(10,420)

​

​

​

​

​

620,505

​

​

Total current assets

​

​

​

​

169,234

​

​

​

​

​

75,026

​

​

​

​

​

630,297

​

​

​

​

​

(139,012)

​

​

​

​

​

735,545

​

​

Investment in subsidiaries, the VIE and its subsidiaries

​

​

​

​

336,941

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(336,941)

​

​

​

​

​

—

​

​

Other non-current assets

​

​

​

​

—

​

​

​

​

​

166

​

​

​

​

​

350,039

​

​

​

​

​

(1)

​

​

​

​

​

350,204

​

​

Total non-current assets

​

​

​

​

336,941

​

​

​

​

​

166

​

​

​

​

​

350,039

​

​

​

​

​

(336,942)

​

​

​

​

​

350,204

​

​

Total assets

​

​

​

​

506,175

​

​

​

​

​

75,192

​

​

​

​

​

980,336

​

​

​

​

​

(475,954)

​

​

​

​

​

1,085,749

​

​

Inter-group balance due to

​

​

​

​

—

​

​

​

​

​

81,513

​

​

​

​

​

47,089

​

​

​

​

​

(128,602)

​

​

​

​

​

—

​

​

Other liabilities

​

​

​

​

7,255

​

​

​

​

​

215

​

​

​

​

​

530,377

​

​

​

​

​

48,609

​

​

​

​

​

586,456

​

​

Total liabilities

​

​

​

​

7,255

​

​

​

​

​

81,728

​

​

​

​

​

577,466

​

​

​

​

​

(79,993)

​

​

​

​

​

586,456

​

​

Total shareholders’ equity

​

​

​

​

498,920

​

​

​

​

​

(6,537)

​

​

​

​

​

402,870

​

​

​

​

​

(395,960)

​

​

​

​

​

499,293

​

​

Total liabilities and shareholders’ equity

​

​

​

​

506,175

​

​

​

​

​

75,191

​

​

​

​

​

980,336

​

​

​

​

​

(475,953)

​

​

​

​

​

1,085,749

​

​

​

​

​

As of December 31, 2023

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Cash

​

​

​

​

905

​

​

​

​

​

590

​

​

​

​

​

43,690

​

​

​

​

​

—

​

​

​

​

​

45,185

​

​

Inter-group balance due from

​

​

​

​

104,872

​

​

​

​

​

44,054

​

​

​

​

​

—

​

​

​

​

​

(148,926)

​

​

​

​

​

—

​

​

Other current assets

​

​

​

​

68,379

​

​

​

​

​

53,003

​

​

​

​

​

544,293

​

​

​

​

​

(11,427)

​

​

​

​

​

654,248

​

​

Total current assets

​

​

​

​

174,156

​

​

​

​

​

97,647

​

​

​

​

​

587,983

​

​

​

​

​

(160,353)

​

​

​

​

​

699,433

​

​

Investment in subsidiaries, the VIE and its subsidiaries

​

​

​

​

344,955

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(344,955)

​

​

​

​

​

—

​

​

Other non-current assets

​

​

​

​

—

​

​

​

​

​

111

​

​

​

​

​

332,390

​

​

​

​

​

2

​

​

​

​

​

332,503

​

​

Total non-current assets

​

​

​

​

344,955

​

​

​

​

​

111

​

​

​

​

​

332,390

​

​

​

​

​

(344,953)

​

​

​

​

​

332,503

​

​

Total assets

​

​

​

​

519,111

​

​

​

​

​

97,758

​

​

​

​

​

920,373

​

​

​

​

​

(505,306)

​

​

​

​

​

1,031,936

​

​

Inter-group balance due to

​

​

​

​

—

​

​

​

​

​

104,882

​

​

​

​

​

44,054

​

​

​

​

​

(148,936)

​

​

​

​

​

—

​

​

Other liabilities

​

​

​

​

11,531

​

​

​

​

​

(272)

​

​

​

​

​

470,232

​

​

​

​

​

45,167

​

​

​

​

​

526,658

​

​

Total liabilities

​

​

​

​

11,531

​

​

​

​

​

104,610

​

​

​

​

​

514,286

​

​

​

​

​

(103,769)

​

​

​

​

​

526,658

​

​

Total shareholders’ equity

​

​

​

​

507,580

​

​

​

​

​

(6,852)

​

​

​

​

​

406,087

​

​

​

​

​

(401,537)

​

​

​

​

​

505,278

​

​

Total liabilities and shareholders’ equity

​

​

​

​

519,111

​

​

​

​

​

97,758

​

​

​

​

​

920,373

​

​

​

​

​

(505,306)

​

​

​

​

​

1,031,936

​

​

​

​

​

As of December 31, 2022

​

​

​

​

Parent

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Cash

​

​

​

​

7,157

​

​

​

​

​

708

​

​

​

​

​

87,579

​

​

​

​

​

—

​

​

​

​

​

95,444

​

​

Inter-group balance due from

​

​

​

​

88,264

​

​

​

​

​

58,489

​

​

​

​

​

18

​

​

​

​

​

(146,771)

​

​

​

​

​

—

​

​

Other current assets

​

​

​

​

61,855

​

​

​

​

​

22,646

​

​

​

​

​

560,516

​

​

​

​

​

(21,240)

​

​

​

​

​

623,777

​

​

Total current assets

​

​

​

​

157,276

​

​

​

​

​

81,843

​

​

​

​

​

648,113

​

​

​

​

​

(168,011)

​

​

​

​

​

719,221

​

​

10

 

​

​

​

As of December 31, 2022

​

​

​

​

Parent

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Investment in subsidiaries, the VIE and its subsidiaries

​

​

​

​

345,026

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(345,026)

​

​

​

​

​

—

​

​

Other non-current assets

​

​

​

​

—

​

​

​

​

​

227

​

​

​

​

​

336,169

​

​

​

​

​

—

​

​

​

​

​

336,396

​

​

Total non-current assets

​

​

​

​

345,026

​

​

​

​

​

227

​

​

​

​

​

336,169

​

​

​

​

​

(345,026)

​

​

​

​

​

336,396

​

​

Total assets

​

​

​

​

502,302

​

​

​

​

​

82,070

​

​

​

​

​

984,282

​

​

​

​

​

(513,037)

​

​

​

​

​

1,055,617

​

​

Inter-group balance due to

​

​

​

​

—

​

​

​

​

​

88,282

​

​

​

​

​

58,489

​

​

​

​

​

(146,771)

​

​

​

​

​

—

​

​

Other liabilities

​

​

​

​

1,140

​

​

​

​

​

823

​

​

​

​

​

500,912

​

​

​

​

​

55,165

​

​

​

​

​

558,040

​

​

Total liabilities

​

​

​

​

1,140

​

​

​

​

​

89,105

​

​

​

​

​

559,401

​

​

​

​

​

(91,606)

​

​

​

​

​

558,040

​

​

Total shareholders’ equity

​

​

​

​

501,162

​

​

​

​

​

(7,035)

​

​

​

​

​

424,881

​

​

​

​

​

(421,431)

​

​

​

​

​

497,577

​

​

Total liabilities and shareholders’ equity

​

​

​

​

502,302

​

​

​

​

​

82,070

​

​

​

​

​

984,282

​

​

​

​

​

(513,037)

​

​

​

​

​

1,055,617

​

​

​

​

​

​

Six Months Ended June 30, 2024

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Revenues

​

​

​

​

58,850

​

​

​

​

​

4,842

​

​

​

​

​

1,561,087

​

​

​

​

​

(4,841)

​

​

​

​

​

1,619,938

​

​

Cost of revenues

​

​

​

​

(56,108)

​

​

​

​

​

(294)

​

​

​

​

​

(1,538,790)

​

​

​

​

​

—

​

​

​

​

​

(1,595,192)

​

​

Operating and other expenses

​

​

​

​

(5,163)

​

​

​

​

​

(3,501)

​

​

​

​

​

(59,853)

​

​

​

​

​

(2,744)

​

​

​

​

​

(71,261)

​

​

(Loss)/gain from VIE and its subsidiaries

​

​

​

​

(48,419)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

48,419

​

​

​

​

​

—

​

​

Net income/(loss)

​

​

​

​

(50,840)

​

​

​

​

​

1,047

​

​

​

​

​

(37,556)

​

​

​

​

​

40,834

​

​

​

​

​

(46,515)

​

​

​

​

​

Six Months Ended June 30, 2023

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Revenues

​

​

​

​

11,981

​

​

​

​

​

8,432

​

​

​

​

​

1,724,336

​

​

​

​

​

(8,432)

​

​

​

​

​

1,736,317

​

​

Cost of revenues

​

​

​

​

(11,868)

​

​

​

​

​

(16)

​

​

​

​

​

(1,657,631)

​

​

​

​

​

—

​

​

​

​

​

(1,669,515)

​

​

Operating and other expenses

​

​

​

​

(2,785)

​

​

​

​

​

(7,917)

​

​

​

​

​

(61,678)

​

​

​

​

​

(113)

​

​

​

​

​

(72,493)

​

​

(Loss)/gain from VIE and its subsidiaries

​

​

​

​

(6,864)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

6,864

​

​

​

​

​

—

​

​

Net income/(loss)

​

​

​

​

(9,536)

​

​

​

​

​

499

​

​

​

​

​

5,027

​

​

​

​

​

(1,681)

​

​

​

​

​

(5,691)

​

​

11

 

​

​

​

Year Ended December 31, 2023

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Revenues

​

​

​

​

154,455

​

​

​

​

​

12,990

​

​

​

​

​

3,547,932

​

​

​

​

​

(12,990)

​

​

​

​

​

3,702,387

​

​

Cost of revenues

​

​

​

​

(151,940)

​

​

​

​

​

(23)

​

​

​

​

​

(3,383,816)

​

​

​

​

​

1

​

​

​

​

​

(3,535,778)

​

​

Operating and other expenses

​

​

​

​

(3,415)

​

​

​

​

​

(12,784)

​

​

​

​

​

(141,886)

​

​

​

​

​

(2,516)

​

​

​

​

​

(160,601)

​

​

(Loss)/gain from VIE and its subsidiaries

​

​

​

​

8,141

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(8,141)

​

​

​

​

​

—

​

​

Net income/(loss)

​

​

​

​

7,241

​

​

​

​

​

183

​

​

​

​

​

22,230

​

​

​

​

​

(23,646)

​

​

​

​

​

6,008

​

​

​

​

​

Year Ended December 31, 2022

​

​

​

​

Parent

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Revenues

​

​

​

​

—

​

​

​

​

​

13,864

​

​

​

​

​

3,820,378

​

​

​

​

​

(13,864)

​

​

​

​

​

3,820,378

​

​

Cost of revenues

​

​

​

​

—

​

​

​

​

​

(63)

​

​

​

​

​

(3,567,627)

​

​

​

​

​

—

​

​

​

​

​

(3,567,690)

​

​

Operating and other expenses

​

​

​

​

(58,391)

​

​

​

​

​

(17,279)

​

​

​

​

​

(190,812)

​

​

​

​

​

(2,620)

​

​

​

​

​

(269,102)

​

​

(Loss)/gain from VIE and its subsidiaries

​

​

​

​

45,261

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(45,261)

​

​

​

​

​

—

​

​

Net (loss)/income

​

​

​

​

(13,130)

​

​

​

​

​

(3,478)

​

​

​

​

​

61,939

​

​

​

​

​

(61,745)

​

​

​

​

​

(16,414)

​

​

​

​

​

Year Ended December 31, 2021

​

​

​

​

Parent

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Revenues

​

​

​

​

—

​

​

​

​

​

13,766

​

​

​

​

​

4,025,279

​

​

​

​

​

(13,766)

​

​

​

​

​

4,025,279

​

​

Cost of revenues

​

​

​

​

—

​

​

​

​

​

(97)

​

​

​

​

​

(3,849,585)

​

​

​

​

​

—

​

​

​

​

​

(3,849,682)

​

​

Operating and other expenses

​

​

​

​

(54,353)

​

​

​

​

​

(16,241)

​

​

​

​

​

(296,233)

​

​

​

​

​

—

​

​

​

​

​

(366,827)

​

​

(Loss)/gain from VIE and its subsidiaries

​

​

​

​

(103,554)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

103,554

​

​

​

​

​

—

​

​

Net (loss)/income

​

​

​

​

(157,907)

​

​

​

​

​

(2,572)

​

​

​

​

​

(120,539)

​

​

​

​

​

89,788

​

​

​

​

​

(191,230)

​

​

​

​

​

For the Six Months Ended June 30, 2024

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Net cash (used in) provided by operating activities

​

​

​

​

14,017

​

​

​

​

​

(24,949)

​

​

​

​

​

(30,556)

​

​

​

​

​

—

​

​

​

​

​

(41,488)

​

​

Net cash (used in) provided by investing activities

​

​

​

​

863

​

​

​

​

​

(5)

​

​

​

​

​

26,523

​

​

​

​

​

(16,279)

​

​

​

​

​

11,102

​

​

Net cash (used in) provided by financing activities

​

​

​

​

1

​

​

​

​

​

24,438

​

​

​

​

​

(16,082)

​

​

​

​

​

16,279

​

​

​

​

​

24,636

​

​

Effect of exchange rate changes

​

​

​

​

138

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

138

​

​

Net increase (decrease) in cash and restricted cash

​

​

​

​

15,019

​

​

​

​

​

(516)

​

​

​

​

​

(20,115)

​

​

​

​

​

—

​

​

​

​

​

(5,612)

​

​

12

 

​

​

​

For the Six Months Ended June 30, 2023

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Net cash (used in) provided by operating activities

​

​

​

​

16,825

​

​

​

​

​

(8,355)

​

​

​

​

​

(30,836)

​

​

​

​

​

—

​

​

​

​

​

(22,366)

​

​

Net cash (used in) provided by investing activities

​

​

​

​

139

​

​

​

​

​

(22)

​

​

​

​

​

(6,036)

​

​

​

​

​

11,400

​

​

​

​

​

5,481

​

​

Net cash (used in) provided by financing activities

​

​

​

​

—

​

​

​

​

​

11,400

​

​

​

​

​

30,280

​

​

​

​

​

(11,400)

​

​

​

​

​

30,280

​

​

Effect of exchange rate changes

​

​

​

​

554

​

​

​

​

​

—

​

​

​

​

​

218

​

​

​

​

​

—

​

​

​

​

​

772

​

​

Net increase (decrease) in cash and restricted cash

​

​

​

​

17,518

​

​

​

​

​

3,023

​

​

​

​

​

(6,374)

​

​

​

​

​

—

​

​

​

​

​

14,167

​

​

​

​

​

Year Ended December 31, 2023

​

​

​

​

Parent and its subsidiaries

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Net cash (used in) provided by operating activities

​

​

​

​

(7,787)

​

​

​

​

​

(14,530)

​

​

​

​

​

(74,965)

​

​

​

​

​

—

​

​

​

​

​

(97,282)

​

​

Net cash (used in) provided by investing activities

​

​

​

​

1,419

​

​

​

​

​

(22)

​

​

​

​

​

2,552

​

​

​

​

​

14,435

​

​

​

​

​

18,384

​

​

Net cash (used in) provided by financing activities

​

​

​

​

—

​

​

​

​

​

14,435

​

​

​

​

​

24,221

​

​

​

​

​

(14,435)

​

​

​

​

​

24,221

​

​

Effect of exchange rate changes

​

​

​

​

116

​

​

​

​

​

—

​

​

​

​

​

(6)

​

​

​

​

​

—

​

​

​

​

​

110

​

​

Net increase (decrease) in cash and restricted cash

​

​

​

​

(6,252)

​

​

​

​

​

(117)

​

​

​

​

​

(48,198)

​

​

​

​

​

—

​

​

​

​

​

(54,567)

​

​

​

​

​

Year Ended December 31, 2022

​

​

​

​

Parent

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Net cash (used in) provided by operating activities

​

​

​

​

(7,664)

​

​

​

​

​

(31,672)

​

​

​

​

​

114,059

​

​

​

​

​

—

​

​

​

​

​

74,723

​

​

Net cash (used in) provided by investing activities

​

​

​

​

5,582

​

​

​

​

​

2,663

​

​

​

​

​

39,767

​

​

​

​

​

29,199

​

​

​

​

​

77,211

​

​

Net cash (used in) provided by financing activities

​

​

​

​

—

​

​

​

​

​

29,199

​

​

​

​

​

(82,140)

​

​

​

​

​

(29,199)

​

​

​

​

​

(82,140)

​

​

Effect of exchange rate changes

​

​

​

​

627

​

​

​

​

​

—

​

​

​

​

​

(306)

​

​

​

​

​

—

​

​

​

​

​

321

​

​

Net increase (decrease) in cash and restricted cash

​

​

​

​

(1,455)

​

​

​

​

​

190

​

​

​

​

​

71,380

​

​

​

​

​

—

​

​

​

​

​

70,115

​

​

​

​

​

Year Ended December 31, 2021

​

​

​

​

Parent

​

​

WFOE

​

​

VIE and its subsidiaries

​

​

Eliminations

​

​

Consolidated

​

​

​

​

(RMB in thousands)

​

Net cash (used in) provided by operating activities

​

​

​

​

(1,015)

​

​

​

​

​

(2,179)

​

​

​

​

​

(27,699)

​

​

​

​

​

—

​

​

​

​

​

(30,893)

​

​

Net cash (used in) provided by investing activities

​

​

​

​

—

​

​

​

​

​

(1,190)

​

​

​

​

​

(112,604)

​

​

​

​

​

3,381

​

​

​

​

​

(110,413)

​

​

Net cash (used in) provided by financing activities

​

​

​

​

1

​

​

​

​

​

3,380

​

​

​

​

​

68,673

​

​

​

​

​

(3,381)

​

​

​

​

​

68,673

​

​

Effect of exchange rate changes

​

​

​

​

(214)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(214)

​

​

Net increase (decrease) in cash and restricted cash

​

​

​

​

(1,228)

​

​

​

​

​

11

​

​

​

​

​

(71,630)

​

​

​

​

​

—

​

​

​

​

​

(72,847)

​

​

13

 

14

 

15

 

16

 

17

 

18

 

19

 

​

20

 

21

 

​

22

 

​

23

 

​

24

 

​

25

 

26

 

​

27

 

28

 

RISK FACTORS

Investment in the securities offered pursuant to this prospectus involves risks. You should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 20-F and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

Risks Relating to the ADSs

We are not in compliance with the Nasdaq Listing Rule concerning the minimum bid price of our ADSs and our minimum market value of publicly held shares. If we fail to regain compliance with such or if we encounter other deficiencies in the future, our ADSs may be delisted from the Nasdaq or trading may be suspended.

The listing of our ADSs on the Nasdaq Global Market is contingent on our compliance with the Nasdaq Global Market’s conditions for continued listing. On May 10, 2024, we received a written notice from Nasdaq, notifying us that (1) we are not in compliance with the Minimum Bid Price Rule and (2) our MVPHS was less than $15,000,000 for the last 30 consecutive business days, which does not meet the requirement for MVPHS Rule. The notice has no immediate impact on the Company’s listing on the Nasdaq Global Market. We were provided a period of 180 calendar days, until November 6, 2024, to regain compliance with the Minimum Bid Price Rule and the MVPHS Rule.

If we do not regain compliance with the Minimum Bid Price Rule by November 6, 2024, we may be eligible for additional time to regain compliance. To qualify, we must submit, no later than November 6, 2024, an on-line transfer application to Nasdaq Capital Market and submit a non-refundable $5,000 application fee, and meet the continued listing requirements for market value of publicly held shares and all other initial listing standards, with the exception of bid price requirement, of the Nasdaq Capital Market, and provides written notice to Nasdaq of its intention to cure the deficiency, including by effecting a reverse stock split, if necessary. As part of its review process, the Staff will make a determination of whether the Staff believes we will be able to cure this deficiency. If the Staff concludes that we will not be able to cure the deficiency, or if we determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that our ADS will be subject to delisting. If we choose to implement a reverse stock split, we must complete the split no later than ten (10) business days prior to November 6, 2024, or the expiration of the second compliance period if granted. We intend to monitor the closing bid price of our ADSs between now and November 6, 2024 and are considering our options, including an adjustment of its ADS-to-Class A ordinary share ratio, to regain compliance with the Minimum Bid Price Rule. In addition, if we do not regain compliance with the MVPHS Rule by November 6, 2024, we will receive written notification that our securities are subject to delisting. In the event of such notification, we may appeal Nasdaq’s determination to delist our securities, but there can be no assurance Nasdaq would grant our request for continued listing. Alternatively, we may consider applying to transfer our ADS to the Nasdaq Capital Market before the expiry of the compliance period. In order to transfer, we must submit an on-line transfer application, pay the $5,000 application fee and meet the Nasdaq Capital Market’s continued listing requirements. We intend to monitor our market value between now and November 6, 2024 and are evaluating various options available to regain compliance and maintain its continued listing. There can be no assurance that we will be able to regain compliance with the Nasdaq Global Market’s continued listing requirements or that Nasdaq will grant us a further extension of time to regain compliance, if applicable.

There can be no assurance that we will be able to regain compliance with the Nasdaq Global Market’s continued listing requirements or that Nasdaq will grant us a further extension of time to regain compliance, if applicable. There can be no assurance that we will maintain compliance with the requirements, after we have regained compliance. Also, we cannot assure you that we will not receive other deficiency notifications from Nasdaq in the future. A decline in the closing price of our ADSs could result in a breach of the requirements for listing on the Nasdaq Global Market. If we do not maintain compliance, Nasdaq could commence suspension or delisting procedures in respect of our ADSs. The commencement of suspension or delisting procedures by an exchange remains at the discretion of such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less

 

29

 

liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted ADSs, we would expect decreases in institutional and other investor demand, analyst coverage, market making activity and information available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such ADSs. A suspension or delisting would likely decrease the attractiveness of our ADSs to investors and cause the trading volume of our ADSs to decline, which could result in a further decline in the market price of our ADSs.

Risks Relating to Doing Business in China

We did not complete the registration with NDRC timely for the issuance of the Convertible Notes and may be subject to regulatory actions.

According to the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises which was issued by the NDRC and came into effect as from February 10, 2023, debt instruments (including convertible securities) borrowed from abroad with a maturity of more than one year issued by PRC domestic companies or foreign enterprises or branches under control of PRC domestic companies shall complete the NDRC Foreign Debt Registration before borrowing such foreign debts. As of the date of this prospectus, the NDRC Foreign Debt Registration was not completed. According to the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises, borrowing medium and long-term foreign debts without due registration with NDRC, the enterprise and its principal person in charge may be summoned by NDRC for regulatory interviews, and may be subject to public warnings and other disciplinary measures. Additionally, relevant departments and financial institutions may refuse to process the enterprise’s subsequent cross-border fund receipts, payments, and foreign exchange transactions. Therefore, failure to complete the NDRC Foreign Debt Registration may impact our ability to manage cross-border funds, including receipts, payments, foreign exchange, and use. However, in the opinion of our PRC counsel, Yuan Tai Law Offices, as of the date of this prospectus, because the Convertible Notes have been fully converted within one year of issuance, it is unlikely the NDRC will take regulatory actions against the Company. However, there is no assurance that the NDRC will not take a view that is contrary to our PRC counsel’s.

Risks Relating to Doing Business in Hong Kong

Potential political, economic and social instability in Hong Kong could have a significant impact upon the business we conduct in Hong Kong and the profitability of such business.

Political, economic or social unrest occurred in Hong Kong could lead to the disruption of the economic, political and social conditions in Hong Kong. If such events persist for a prolonged period of time or that the economic, political and social conditions in Hong Kong are to be disrupted, our overall business and results of operations may be adversely affected.

Our Hong Kong subsidiaries may be subject to amendments and changes of the laws and regulations of Hong Kong, which may be more stringent and compliance of such laws and regulations may result in adverse impact on the operations and financial condition of our Hong Kong subsidiaries.

Hong Kong is a Special Administrative Region of the PRC. Following British colonial rule from 1842 to 1997, China assumed sovereignty under the “one country, two systems” principle. The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political situation will remain in effect for 50 years. Hong Kong has enjoyed the freedom to function with a high degree of autonomy for its affairs, including currencies, immigration and customs operations, and its independent judiciary system and parliamentary system.

The legal system of Hong Kong is based on the principles of the rule of law and the independence of the judiciary and under the principle of ‘one country, two systems’, the Hong Kong legal system is based on the common law, supplemented by statutes.

Our Hong Kong subsidiaries are subject to the laws and regulations of Hong Kong. We face uncertainties as to future amendments and changes of the laws and regulations of Hong Kong, which may have impact

 

30

 

on our Hong Kong subsidiaries. We cannot rule out the possibility that our Hong Kong subsidiaries may face more stringent legal requirements which in turn may affect their operations and we have to deploy more resources to comply with the new laws and regulations and therefore affect the financial positions of our Hong Kong subsidiaries.

Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we conduct in Hong Kong and accordingly on the results of our operations in Hong Kong and financial condition.

Our business operations in Hong Kong may be adversely affected by the current and future political environment in the PRC. The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The interpretations of many laws, regulations and rules may not always be uniform and the enforcement of these laws, regulations and rules may involve uncertainties for you and us. Our ability to operate in Hong Kong and conduct overseas business in Hong Kong may be harmed by these changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use and property ownership rights, and other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in Hong Kong, which could in turn adversely affect the business we conduct in Hong Kong, results of our operations in Hong Kong and financial condition.

Sanctions and other measures could possibly be triggered in the future with regards to the development of national security laws and regulations in Hong Kong, where such sanctions and measures can cause economic harm to our business in Hong Kong.

On June 30, 2020, China’s National People’s Congress Standing Committee passed the national security law for the Hong Kong Special Administrative Region. Hong Kong’s Chief Executive promulgated it in Hong Kong later the same day. Among other things, it criminalizes separatism, subversion, terrorism and foreign interference in Hong Kong. The government believes the new law may bring about more stability to Hong Kong, which in turn may lay the foundation for commercial and economic activities to flourish.

On July 14, 2020, the then U.S. President Donald Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The imposition of sanctions such as those provided in the HKAA is in practice discretionary and highly political, especially in a relationship as extensive and complex as that between the United States and China.

Furthermore, legislative or administrative actions in respect of Sino-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our ordinary shares could be adversely affected.

In addition, we cannot rule out the possibility that further sanctions or other forms of penalties by foreign governments may be triggered in the future with regards to the development of national security laws and regulations in Hong Kong, where such sanctions and measures may cause economic harm to our business in Hong Kong.

Our Hong Kong subsidiaries may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our ordinary shares. Dividends payable to our foreign investors and gains on the sale of our ADSs by our foreign investors may become subject to taxation by the PRC.

Quhuo International conducts its business operations in Hong Kong. We have not declared or paid any cash dividends, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. However, if we decide in the future to pay dividends, our ability to pay dividends and meet other obligations also depends upon the receipt of dividends or other payments from our subsidiaries in Hong Kong which either generates revenue from operations in Hong Kong or receives dividends or other distributions from its subsidiary in China. There are currently no restrictions of transferring funds between

 

31

 

our Cayman Islands holding company and our subsidiaries in Hong Kong or limitations on the ability of our Hong Kong subsidiaries to issue dividends or other distributions to its overseas shareholders. However, we cannot assure you that the oversight of the PRC government will not be extended to companies operating in Hong Kong like our Hong Kong subsidiaries. There is a possibility that the PRC government could prevent our cash maintained in Hong Kong from leaving or the PRC government could restrict the deployment of cash into our business or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders and could result in a material adverse change to our business operations, our prospects, financial condition, and results of operations, and could cause our ordinary shares to significantly decline in value or become worthless.

If certain existing or future laws of the PRC become applicable to our Hong Kong subsidiaries, it may adversely affect our Hong Kong business, financial condition and results of operations in Hong Kong, and/or the value of our ADSs.

Except for the Basic Law, national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation are subject to changes and uncertainties. To the extent any PRC laws and regulations become applicable to our Hong Kong subsidiaries, we may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations from time to time. If certain existing or future laws of the PRC become applicable to our Hong Kong subsidiaries, it may adversely affect our Hong Kong business, financial condition and results of operations in Hong Kong, any of which may cause a negative impact on the value of our ADSs.

The PRC government exerts substantial influence and discretion over the manner in which companies incorporated under the laws of PRC must conduct their business activities. If our Hong Kong subsidiaries were to become subject to such direct influence or discretion, it may result in a material change in our operations in Hong Kong and/or the value of our ordinary shares, which would materially affect the interest of the investors.

While the PRC government currently does not exert direct influence and discretion over the manner in which we conduct our business activities outside of mainland China, there is no guarantee that we will not be subject to such direct influence or discretion in the future due to changes in laws or other unforeseeable reasons.

The PRC legal system is evolving rapidly and the PRC laws, regulations, and rules may change quickly with little advance notice. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation of these laws, rules and regulations may contain inconsistences, the enforcement of which involves uncertainties. The PRC government has exercised and continues to exercise substantial control over many sectors of the PRC economy through regulation and/or state ownership. Government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and businesses which are subject to such government actions.

While the PRC government currently does not exert direct influence and discretion over the manner in which we conduct our business activities outside of mainland China, if our operations in Hong Kong were to become subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons, it may require a material change in our operations in Hong Kong and/or result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. In addition, the market prices of our ADSs could be adversely affected as a result of anticipated negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation,

 

32

 

regardless of our actual operating performance. There can be no assurance that the Chinese government would not influence our operations in Hong Kong at any time.

 

33

 

PLAN OF DISTRIBUTION

The ADSs covered by this prospectus may be offered and sold from time to time by the Selling Shareholders. The term “Selling Shareholders” includes pledgees, donees, transferees or other successors in interest selling the ADSs received after the date of this prospectus from each of the Selling Shareholders as a pledge, gift, partnership distribution or other non-sale related transfer. The number of the ADSs beneficially owned by Selling Shareholders will decrease as and when they effect any such transfers. The plan of distribution for the Selling Shareholders’ ADSs sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees or other successors will be Selling Shareholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution. The Selling Shareholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Once sold under this registration statement, of which this prospectus forms a part, the ADSs will be freely tradable in the hands of persons other than our affiliates.

We will not receive any of the proceeds from the sale by the Selling Shareholders of the ADSs. We will bear all fees and expenses incident to our obligation to register the ADSs.

The Selling Shareholders may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The Selling Shareholders may also make sales in negotiated transactions. The Selling Shareholders may offer their shares from time to time pursuant to one or more of the following methods:

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

​

•

one or more block trades in which the broker-dealer will attempt to sell the ADSs as agent but may position and resell a portion of the block as principal to facilitate the transaction;

​

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

​

•

an exchange distribution in accordance with the rules of the applicable exchange;

​

•

public or privately negotiated transactions;

​

•

on the Nasdaq Stock Market (or through the facilities of any national securities exchange or U.S. inter- dealer quotation system of a registered national securities association, on which the ADSs are then listed, admitted to unlisted trading privileges or included for quotation);

​

•

through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;

​

•

a combination of any such methods of sale; and

​

•

any other method permitted pursuant to applicable law.

​

In connection with distributions of the ADSs or otherwise, the Selling Shareholders may:

•

enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the ADSs in the course of hedging the positions they assume;

​

•

sell the ADSs short after the effective date of the registration statement of which this prospectus forms a part and redeliver the ADSs to close out such short positions;

​

•

enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of the ADSs offered by this prospectus, which they may in turn resell; and

​

•

pledge the ADSs to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.

​

In addition to the foregoing methods, the Selling Shareholders may offer their ADSs from time to time in transactions involving principals or brokers not otherwise contemplated above, in a combination of such methods as described above or any other lawful methods. The Selling Shareholders may also transfer, donate or assign their ADSs to lenders, family members and others and each of such persons will be deemed to be a Selling Shareholder for purposes of this prospectus. A Selling Shareholder or their successors in

 

34

 

interest may from time to time pledge or grant a security interest in some or all of the ADSs, and if the Selling Shareholder default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ADSs from time to time under this prospectus; provided, however in the event of a pledge or then default on a secured obligation by the Selling Shareholder, in order for the ADSs to be sold under this registration statement, unless permitted by law, we must distribute a prospectus supplement and/or amendment to this registration statement amending the list of Selling Shareholders to include the pledgee, secured party or other successors in interest of the Selling Shareholder under this prospectus.

The Selling Shareholders may also sell their ADSs pursuant to Rule 144 under the Securities Act, provided the Selling Shareholders meet the criteria and conform to the requirements of such rule.

The Selling Shareholders may effect such transactions directly or indirectly through underwriters, broker-dealers or agents acting on their behalf. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Shareholders, in amounts to be negotiated immediately prior to the sale (which compensation as to a particular broker-dealer might be in excess of customary commissions for routine market transactions). If the ADSs are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. Neither we, nor the Selling Shareholders, can presently estimate the amount of that compensation. If a Selling Shareholder notifies us that a material arrangement has been entered into with a broker-dealer for the sale of the ADSs through a block trade, special offering, exchange, distribution or secondary distribution or a purchase by a broker or dealer, we will file a prospectus supplement, if required by Rule 424 under the Securities Act, setting forth: (i) the name of each of the Selling Shareholders and the participating broker-dealers; (ii) the number of shares involved; (iii) the price at which the ADSs were sold; (iv) the commissions paid or discounts or concessions allowed to the broker-dealers, where applicable; (v) a statement to the effect that the broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and any other fact material to the transaction.

The Selling Shareholders and any other person participating in a distribution of the ADSs covered by this prospectus will be subject to applicable provisions of the Exchange Act, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the ADSs by the Selling Shareholders and any other such person. Furthermore, under Regulation M, any person engaged in the distribution of the ADSs may not simultaneously engage in market-making activities with respect to the particular ADSs being distributed for certain periods prior to the commencement of, or during, that distribution. All of the above may affect the marketability of the ADSs and the ability of any person or entity to engage in market-making activities with respect to the ADSs. We have advised the Selling Shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply.

In offering the ADSs covered by this prospectus, the Selling Shareholders, and any broker-dealers and any other participating broker-dealers who execute sales for the Selling Shareholders, may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Any profits realized by the Selling Shareholders and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions. We are not aware that any Selling Shareholder has entered into any arrangements with any underwriters or broker-dealers regarding the sale of the ADSs.

 

35

 

DESCRIPTION OF SECURITIES

Ordinary Shares and Third Amended and Restated Memorandum and Articles of Association

Information relating to our Class A ordinary shares and certain provisions of our currently effective third amended and restated memorandum and articles of association is incorporated by reference from our most recent Annual Report on Form 20-F, under the caption “Item 10. Additional Information — 10.B. Memorandum and Articles of Association.” Such information does not purport to be complete and is qualified in its entirety by the provisions of our third amended and restated memorandum and articles of association and applicable provisions of the laws of the Cayman Islands. You should read our third amended and restated memorandum and articles of association which are filed as Exhibit 3.1 to our most recent Annual Report on Form 20-F for the provisions that are important to you.

As of the date of this prospectus, our authorized share capital is US$50,000 divided into 5,000,000,000 shares comprising of (i) 3,000,000,000 Class A ordinary shares of a par value of US$0.0001 each, (ii) 6,296,630 Class B ordinary shares of a par value of US$0.0001 each, and (iii) 1,993,703,370 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with our third amended and restated memorandum and articles of association. As of September 6, 2024, there were (a) 890,653,509 Class A ordinary shares outstanding, all of which were fully paid and (b) 6,296,630 Class B ordinary shares outstanding. For a description of Quhuo’s Class A ordinary shares and Class B ordinary shares, including the rights and obligations thereto, please refer to our most recent Annual Report on Form 20-F, which is incorporated by reference herein.

See “Where You Can Find More Information” elsewhere in this prospectus for information on where you can obtain copies of our third amended and restated memorandum and articles of association, which have been filed with and are publicly available from the SEC.

ADSs

Deutsche Bank Trust Company Americas, as depositary, registers and delivers the ADSs. Each ADS represents ownership of ten Class A ordinary shares, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary. Each ADS also represents ownership of any other securities, cash or other property which may be held by the depositary. The depositary’s corporate trust office at which the ADSs will be administered is located at 60 Wall Street, New York, NY 10005, USA. The principal executive office of the depositary is located at 60 Wall Street, New York, NY 10005, USA. The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.

For more complete information regarding the ADS, you should read the entire deposit agreement and the form of ADS, which were filed as exhibit 2.3 to our most recent Annual Report on Form 20-F, which is incorporated by reference herein.

 

36

 

SELLING SHAREHOLDERS

We are registering up to an aggregate of 79,386,824 ADSs, representing by 793,868,246 Class A ordinary shares held by the Selling Shareholders acquired upon conversion of the Convertible Notes which were issued pursuant to the Acquisition Agreements, pursuant to which we acquired an aggregate of 39.1% equity interest in Quhuo International on the terms and subject to the conditions set forth therein. The Class A ordinary shares were issued to the Selling Shareholders pursuant to an exemption from registration under the Securities Act in reliance upon Regulation S promulgated thereunder.

The ADSs beneficially owned by the Selling Shareholders are being registered to permit public secondary trading of these securities, and the Selling Shareholders may offer these ADSs for resale from time to time as described in the “Plan of Distribution” in this prospectus.

The Selling Shareholders may decide to sell all, some, or none of the ADSs represented by the Class A ordinary shares listed below. We currently have no agreements, arrangements or understandings with the Selling Shareholders regarding the sale of any of the ADSs, covered by this prospectus. We cannot provide you with any estimate of the number of the ADSs that the Selling Shareholders will hold in the future.

For purposes of this table, beneficial ownership is determined in accordance with Rule 13d-3 promulgated under the Exchange Act, and includes voting power and investment power with respect to such shares. In calculating the percentage ownership or percent of equity vote for a given individual or group, the number of Class A ordinary shares outstanding for that individual or group includes unissued shares subject to options, warrants, rights or conversion privileges exercisable within sixty days held by such individual or group, but are not deemed outstanding by any other person or group.

The applicable percentages of ownership and voting power are based on an aggregate of 890,653,509 Class A ordinary shares and 6,296,630 Class B ordinary shares issued and outstanding on September 6, 2024.

(1)

Because each of the Selling Shareholders may offer all or some of the ADSs that such shareholder holds in the offering contemplated by this prospectus, (b) the offering of ADSs is not being underwritten on a firm commitment basis, and (c) the Selling Shareholders could purchase additional ADSs from time to time, no estimate can be given as to the number of shares or percent of our shares that will be held by the Selling Shareholders upon termination of the offering.

​

(2)

For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of shares outstanding as of September 6, 2024.

​

(3)

For each person or group included in this column, the percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of all matters upon which the ordinary shares are entitled to vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary

​

 

37

 

share is entitled to 480 votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(4)

Assumes the sale of all of the ADSs being offered pursuant to this prospectus.

​

 

38

 

LEGAL MATTERS

We are being represented by Ellenoff Grossman & Schole LLP with respect to certain legal matters of U.S. federal securities and New York State law. The validity of the Class A ordinary shares represented by the ADSs offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder (Hong Kong) LLP. Certain legal matters as to PRC law will be passed upon for us by Yuan Tai Law Offices. Certain legal matters as to Hong Kong law will be passed upon for us by Watson Farley & Williams LLP. Ellenoff Grossman & Schole LLP may rely upon Maples and Calder (Hong Kong) LLP with respect to matters governed by Cayman Islands law, Yuan Tai Law Offices with respect to matters governed by PRC law, and Watson Farley & Williams LLP with respect to matters governed by Hong Kong law.

 

39

 

EXPERTS

The consolidated financial statements of Quhuo Limited as of December 31, 2022 and 2023 and for the fiscal years ended December 31, 2022 and 2023, incorporated in this prospectus by reference to Quhuo Limited’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, have been so incorporated in reliance on the report of Marcum Asia CPAs LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The registered business address of Marcum Asia CPAs LLP is 7 Penn Plaza, Suite 830, New York, NY 10001.

The consolidated financial statements of Quhuo Limited for the year ended December 31, 2021 appearing in Quhuo Limited’s Annual Report on Form 20-F for the year ended December 31, 2023 have been audited by Ernst & Young Hua Ming LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The registered business address of Ernst & Young Hua Ming LLP is 50/F, Shanghai World Financial Center, 100 Century Avenue, Pudong New Area, Shanghai, People’s Republic of China.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is part of a registration statement on Form F-3 that we filed with the SEC registering the ADSs that may be offered and sold hereunder. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, the exhibits filed therewith or the documents incorporated by reference therein. For further information about us and the securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We are required to file reports and other information with the SEC pursuant to the Exchange Act, including annual reports on Form 20-F and reports of foreign private issuers on Form 6-K.

The SEC maintains a website at www.sec.gov that contains reports and other information regarding issuers, like us, that file electronically with the SEC. The information on our website (www.quhuo.cn), other than the Company’s SEC filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.

As a foreign private issuer, Quhuo is exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. This means that we can disclose important information by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, and information that we file with the SEC after the date of this prospectus and before the termination or completion of this offering will also be deemed to be incorporated by reference into this prospectus and to be a part hereof from the date of filing of such documents and will automatically update and supersede previously filed information, including information contained in this document.

The documents we are incorporating by reference are:

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our Reports of Foreign Private Issuer on Form 6-K furnished to the SEC on May 8, 2024, May 16, 2024, May 20, 2024, May 24, 2024, July 2, 2024, August 12, 2024, and August 28, 2024, including all the exhibits, if any, thereto;

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•

our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on April 17, 2024; and

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•

the description of the securities contained in our registration statement on Form 8-A12B initially filed with the SEC on June 29, 2020, pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed for the purpose of updating that description.

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We are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and we may also incorporate certain reports on Forms 6-K that we furnish to the SEC by identifying in such Forms that they are being incorporated by reference into this Form F-3 after (i) the date of the initial registration statement of which this prospectus forms a part and prior to effectiveness of such registration statement (if they state that they are incorporated by reference into such registration statement) and (ii) the date of this prospectus prior to the termination of this offering (if they state that they are incorporated by reference into this prospectus). In all cases, you should rely on the later information over different information included in this prospectus or any accompanying prospectus supplement.

Unless expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the SEC.

Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specifically incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

Quhuo Limited
3F, Building A, Xin’anmen
No. 1 South Bank, Huihe South Street
Chaoyang District, Beijing
The People’s Republic of China
Telephone: (+86-10) 8576-5328

You should rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

 

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MATERIAL CHANGES

Except as otherwise described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 and in our reports on Form 6-K incorporated by reference herein and as disclosed in this prospectus, no reportable material changes have occurred since December 31, 2023.

 

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8.   Indemnification of Directors and Officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our third memorandum and articles of association provides that our directors and officers and the personal representatives of the same shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained in or about the conduct of the company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such person in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere, provided that the indemnity shall not extend to any matter in respect of any willful default, fraud or dishonesty which may attach to any of said persons.

In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our third amended and restated memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.

Item 9.   Exhibits.

The following exhibits are filed with this registration statement or are incorporated herein by reference.

*

Filed herewith.

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Item 10.    Undertakings.

(a)   The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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(ii)

to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

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(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided, however, that subsections (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subsections is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4)

To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

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(5)

That, for the purpose of determining liability under the Securities Act, to any purchaser:

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(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and

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(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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(d)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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(e)

The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed tobe the initial bona fide offering thereof.

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(f)

The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act, or the Act, in accordance with the rules and regulations prescribed by the SEC under section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on September 6, 2024.

Quhuo Limited

By:

/s/ Leslie Yu

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Name:

Leslie Yu

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Title:

Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Leslie Yu his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.