Unit 2901, 29F, Tower C
Beijing Yintai Centre
No. 2 Jianguomenwai Avenue
Chaoyang District, Beijing 100022
Peoples Republic of China
July 7, 2020
Ms. Lilyanna Peyser
Ms. Jennifer Thompson
Ms. Jennifer Lopez
Ms. Sondra Snyder
Division of Corporation Finance
Office of Information Technologies and Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Quhuo Limited (CIK No. 0001781193)
Response to the Staffs Comments on
Amendment No.1 to Registration Statement on Form F-1 (File No. 333-238941)
Dear Ms. Peyser, Ms. Thompson, Ms. Lopez and Ms. Snyder,
On behalf of our client, Quhuo Limited, a foreign private issuer organized under the laws of the Cayman Islands (the Company), we are hereby submitting to the staff (the Staff) of the Securities and Exchange Commission (the Commission) this letter setting forth the Companys responses to the comments contained in the Staffs letter dated July 6, 2020 on the Companys amendment No.1 to registration statement on Form F-1 filed on June 30, 2020 (the Registration Statement).
The Staffs comments are repeated below in bold and are followed by the Companys responses. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Amendment No. 1 to Registration Statement on Form F-1
Please revise the Deposit Agreement to clarify, as you do in your disclosure, that the exclusive forum, mandatory arbitration and waiver of jury trial provisions apply to federal securities law claims and that investors cannot waive compliance with the federal securities laws and the rules and regulations promulgated thereunder by agreeing to these provisions.
In response to the Staffs comment, the Company has revised the Deposit Agreement and caused Deutsche Bank Trust Company Americas, the Companys depositary, to file the pre-effective amendment No.1 to the registration statement on Form F-6 (Form F-6) with the revised Deposit Agreement as exhibit (a) to Form F-6.
Wilson Sonsini Goodrich & Rosati, Professional Corporation
威尔逊 桑西尼 古奇 罗沙迪律师事务所
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
If you have any questions regarding the Registration Statement, please contact the undersigned by telephone at 86-10-6529-8308 or via e-mail at firstname.lastname@example.org. Questions pertaining to accounting and auditing matters may be directed to the audit engagement partner at Ernst & Young Hua Ming LLP, Yap Yin Onn, by telephone at 86-21-2228-2277, or via email at Derick.Yap@cn.ey.com. Ernst & Young Hua Ming LLP is the independent registered public accounting firm of the Company.
Very truly yours,
/s/ Dan Ouyang
Leslie Yu, Chairman and Chief Executive Officer, Quhuo Limited
Wenting Ji, Chief Financial Officer, Quhuo Limited
Yap Yin Onn, Partner, Ernst & Young Hua Ming LLP
Benjamin Su, Esq., Partner, Latham & Watkins LLP
Daying Zhang, Esq., Partner, Latham & Watkins LLP