UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.            )*

 

Quhuo Limited

(Name of Issuer)

 

Class A ordinary shares, US$0.0001 par value per share

(Title of Class of Securities)

 

74841Q100(1)

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o         Rule 13d-1(b)

o         Rule 13d-1(c)

x        Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one Class A ordinary share.

 


 

SCHEDULE 13G

 

CUSIP No. 74841Q100

 

 

 

 

1

Names of Reporting Persons
SBCVC HOLDINGS LIMITED

 

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,833,780

 

 

6

Shared Voting Power
0

 

 

7

Sole Dispositive Power
5,833,780

 

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,833,780

 

 

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11

Percent of Class Represented by Amount in Row (9)
12.7%*

 

 

 

 

12

Type of Reporting Person (See Instructions)
CO

 


*       The percentages used in this Schedule 13G are calculated based on a total of 46,097,880 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2020. Beneficial ownership information is presented as of December 31, 2020.

 

2


 

 

1

Names of Reporting Persons
Lin Ye Song

 

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization
Australia

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,833,780

 

 

6

Shared Voting Power
0

 

 

7

Sole Dispositive Power
5,833,780

 

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,388,780

 

 

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11

Percent of Class Represented by Amount in Row (9)
12.7%*

 

 

 

 

12

Type of Reporting Person (See Instructions)
IN

 


*                      The percentages used in this Schedule 13G are calculated based on a total of 46,097,880 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2020. Beneficial ownership information is presented as of December 31, 2020.

 

3


 

 

1

Names of Reporting Persons
STAR PIONEER INVESTMENT HOLDINGS LIMITED

 

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,833,780

 

 

6

Shared Voting Power
0

 

 

7

Sole Dispositive Power
5,833,780

 

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,833,780

 

 

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11

Percent of Class Represented by Amount in Row (9)
12.7%*

 

 

 

 

12

Type of Reporting Person (See Instructions)
CO

 


*                      The percentages used in this Schedule 13G are calculated based on a total of 46,097,880 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2020. Beneficial ownership information is presented as of December 31, 2020.

 

4


 

 

1

Names of Reporting Persons
SBCVC LIMITED

 

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,833,780

 

 

6

Shared Voting Power
0

 

 

7

Sole Dispositive Power
5,833,780

 

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,833,780

 

 

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11

Percent of Class Represented by Amount in Row (9)
12.7%*

 

 

 

 

12

Type of Reporting Person (See Instructions)
CO

 


*                      The percentages used in this Schedule 13G are calculated based on a total of 46,097,880 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2020. Beneficial ownership information is presented as of December 31, 2020.

 

5


 

 

1

Names of Reporting Persons
SBCVC MANAGEMENT IV, L.P.

 

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,833,780

 

 

6

Shared Voting Power
0

 

 

7

Sole Dispositive Power
5,833,780

 

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,833,780

 

 

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11

Percent of Class Represented by Amount in Row (9)
12.7%*

 

 

 

 

12

Type of Reporting Person (See Instructions)
PN

 


*                      The percentages used in this Schedule 13G are calculated based on a total of 46,097,880 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2020. Beneficial ownership information is presented as of December 31, 2020.

 

6


 

 

1

Names of Reporting Persons
SBCVC FUND IV, L.P.

 

 

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

 

 

 

3

SEC Use Only

 

 

 

 

4

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
5,833,780

 

 

6

Shared Voting Power
0

 

 

7

Sole Dispositive Power
5,833,780

 

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,833,780

 

 

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

 

 

11

Percent of Class Represented by Amount in Row (9)
12.7%*

 

 

 

 

12

Type of Reporting Person (See Instructions)
PN

 


*                      The percentages used in this Schedule 13G are calculated based on a total of 46,097,880 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2020. Beneficial ownership information is presented as of December 31, 2020.

 

7


 

Item 1.

 

(a)              Name of Issuer:

Quhuo Limited

 

(b)              Address of Issuer’s Principal Executive Offices:

3rd Floor, Block D, Tonghui Building

No. 1132 Huihe South Street, Chaoyang District

Beijing, People’s Republic of China

 

Item 2.

 

(a)              Name of Person Filing:

This statement is filed by the entities listed below, all of whom together are referred to herein as the “Reporting Persons”:

 

(i)                                SBCVC Holdings Limited (“SBCVC Holdings”), a British Virgin Islands company;

 

(ii)                             Lin Ye Song;

 

(iii)                          Star Pioneer Investment Holdings Limited (“Star Pioneer”), a British Virgin Islands company;

 

(iv)                         SBCVC Limited, a Cayman Islands company;

 

(v)                            SBCVC Management IV, L.P. (“SBCVC Management IV”), a Cayman Islands limited partnership;

 

(vi)                         SBCVC Fund IV, L.P. (“SBCVC Fund IV”), a Cayman Islands limited partnership, of which SBCVC Management IV is the general partner;

 

(b)              Address of Principal Business Office or, if none, Residence:

 

(i)                                SBCVC Holdings

 

The address of the principal business office of SBCVC Holdings is located at:

 

OMC Chambers, Wickham Cay 1, Road Town, Tortola, British Virgin Islands

 

(ii)                             Lin Ye Song

 

The residence of Lin Ye Song is located at:

 

68 Lurline Street, Katoomba NSW 2780, Australia

 

(iii)                          Star Pioneer

 

The address of the principal business office of Star Pioneer is located at:

 

OMC Chambers, P.O. Box 3152, Road Town, Tortola, British Virgin Islands

 

8


 

(iv)                         SBCVC Limited

 

The address of the principal business office of SBCVC Limited is located at:

 

Cricket Square, Hutchins Dr., PO Box 2681GT

George Town, Grand Cayman, Cayman Islands KY1-111

 

(v)                            SBCVC Management IV

 

The address of the principal business office of SBCVC Management IV is located at:

 

Cricket Square, Hutchins Dr., PO Box 2681GT

George Town, Grand Cayman, Cayman Islands KY1-111

 

(vi)                         SBCVC Fund IV

 

The address of the principal business office of SBCVC Fund III is located at:

 

Codan Services, Cricket Square, Hutchins Drive, P.O. Box 2681GT,

Grand Cayman KY1-111, Cayman Islands

 

 

(c)               Citizenship:

SBCVC Holdings — British Virgin Islands
Lin Ye Song — Australia

Star Pioneer — British Virgin Islands
SBCVC Limited — Cayman Islands
SBCVC Management IV — Cayman Islands
SBCVC Fund IV — Cayman Islands

 

 

9


 

(d)              Title and Class of Securities:

Class A ordinary shares, US$0.0001 par value per share

 

(e)               CUSIP No.:

74841Q100

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

 

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

 

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

 

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

 

 

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

 

 

 

(f)

o

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

 

 

(g)

o

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

 

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

 

 

(j)

o

A non-U.S. institution in accordance with Rule 240.13d–1(b)(1)(ii)(J);

 

 

 

(k)

o

Group, in accordance with Rule 240.13d–1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with Rule 240.13d–1(b)(1)(ii)(J), please specify the type of institution:________________________

 

Item 4.                                 Ownership

 

One entity, namely, SBCVC Fund IV holds 5,833,780, or 12.7%, of the Class A ordinary shares issued by Quhuo Limited (the “Issuer”).

 

SBCVC Fund IV and SBCVC Management IV

 

SBCVC Fund IV is a Cayman Islands limited partnership of which SBCVC Management IV is the general partner. As such, SBCVC Management IV has the power to make all decisions with respect to SBCVC Fund IV.

 

Each of SBCVC Fund IV and SBCVC Management IV may thereby be deemed to beneficially own 5,833,780, or 12.7%, of the Issuer’s Class A ordinary shares.

 

10


 

SBCVC Limited, Star Pioneer and Lin Ye Song

 

SBCVC Management IV is a Cayman Islands limited partnership of which SBCVC Limited is the general partner. As such, SBCVC Limited has the power to make all decisions with respect to SBCVC Management IV and the shares beneficially owned by it.

 

Star Pioneer is a British Virgin Islands company that is the majority shareholder of SBCVC Limited. Lin Ye Song is the sole owner of Star Pioneer.

 

Each of SBCVC Limited, Star Pioneer and Lin Ye Song may thereby be deemed to beneficially own 5,833,780, or 12.7%, of the Issuer’s Class A ordinary shares.

 

SBCVC Holdings

 

The voting and investment decisions made by SBCVC Limited are executed by SBCVC Holdings by means of management agreements by and between SBCVC Holdings and SBCVC Management IV.

 

SBCVC Holdings may thereby be deemed to beneficially own 5,833,780, or 12.7%, of the Issuer’s Class A ordinary shares.

 

The power to execute SBCVC Limited’s voting and investment decisions is exercised by the board of directors of SBCVC Holdings, which board consists of Chauncey Shey and Fenghe Xue. As SBCVC Holdings executes voting and investment decisions made by SBCVC Limited as to the shares beneficially owned by it and its subsidiary general partners by means of multiple management agreements, but decision-making power remains with SBCVC Limited and its subsidiary general partners, each of Chauncey Shey and Fenghe Xue disclaims beneficial ownership of the Issuer’s Class A ordinary shares held by SBCVC Holdings except to the extent of his/her pecuniary interest therein.

 

Voting and Dispositive Power

 

Each of SBCVC Fund IV, SBCVC Management IV, SBCVC Limited, Star Pioneer, Lin Ye Song and SBCVC Holdings may thereby be deemed to have sole voting and dispositive power over more than five percent of the Issuer’s Class A ordinary shares.

 

Calculations

 

The percentages used in this Schedule 13G are calculated based on a total of 46,097,880 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2020. Beneficial ownership information is presented as of December 31, 2020.

 

11


 

A.

SBCVC Holdings

 

 

 

 

 

(a)

Amount beneficially owned:
5,833,780

 

 

 

 

 

(b)

Percent of class:
12.4%

 

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:
5,833,870

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:
0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:
5,833,780

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:
0

 

 

 

 

 

 

B.

Lin Ye Song

 

 

 

 

 

(a)

Amount beneficially owned:
5,833,780

 

 

 

 

(b)

Percent of class:
12.4%

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:
5,833,780

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:
0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:
5,833,780

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:
0

 

 

 

 

C.

Star Pioneer

 

 

 

 

 

(a)

Amount beneficially owned:
5,833,780

 

 

 

 

 

(b)

Percent of class:
12.4%

 

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:
5,833,780

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:
0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:
5,833,780

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:
0

 

 

 

 

 

 

D.

SBCVC Limited

 

 

 

 

 

(a)

Amount beneficially owned:
5,833,780

 

 

 

 

(b)

Percent of class:
12.4%

 

 

 

 

12


 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:
5,833,780

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:
0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:
5,833,780

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:
0

 

 

 

 

 

 

E.

SBCVC Management IV

 

 

 

 

 

(a)

Amount beneficially owned:
5,833,780

 

 

 

 

 

(b)

Percent of class:
12.4%

 

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:
5,833,780

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:
0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:
5,833,780

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:
0

 

 

 

 

 

 

F.

SBCVC Fund IV

 

 

 

 

 

(a)

Amount beneficially owned:
5,833,780

 

 

 

 

(b)

Percent of class:
12.4%

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:
5,833,780

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:
0

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:
5,833,780

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:
0

 

 

 

 

 

13


 

Item 5.

Ownership of Five Percent or Less of a Class.

 

 

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

 

 

Not applicable.

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

 

 

See Exhibit 99.2 filed together with this Schedule 13G.

 

 

Item 8.

Identification and Classification of Members of the Group.

 

 

 

Not applicable.

 

 

Item 9.

Notice of Dissolution of Group.

 

 

 

Not applicable.

 

 

Item 10.

Certifications.

 

 

 

Not applicable.

 

14


 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 10, 2021

 

SBCVC HOLDINGS LIMITED

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director

 

 

 

 

 

 

 

Lin Ye Song

 

 

 

 

 

 

/s/ Lin Ye Song

 

 

Lin Ye Song

 

 

 

 

 

 

 

STAR PIONEER INVESTMENT HOLDINGS LIMITED

 

 

 

 

 

By:

/s/ Lin Ye Song

 

Name:

Lin Ye Song

 

Title:

Director

 

 

 

 

 

 

 

SBCVC LIMITED

 

 

 

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director

 

 

 

 

 

 

 

SBCVC MANAGEMENT IV, L.P.

 

 

 

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director of SBCVC Limited, acting as general

 

 

partner of SBCVC Management IV, L.P.

 

 

 

 

 

 

 

SBCVC FUND IV, L.P.

 

 

 

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director of SBCVC Management IV, L.P.,

 

 

acting as general partner of SBCVC Fund IV, L.P.

 

 

15


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

99.2

 

Identification of Relevant Subsidiary

 

16


EXHIBIT 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.0001 par value per share, of Quhuo Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 


 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 10, 2021.

 

SBCVC HOLDINGS LIMITED

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director

 

 

 

 

 

 

 

Lin Ye Song

 

 

 

 

/s/ Lin Ye Song

 

 

Lin Ye Song

 

 

 

 

 

 

 

STAR PIONEER INVESTMENT HOLDINGS LIMITED

 

 

 

 

 

By:

/s/ Lin Ye Song

 

Name:

Lin Ye Song

 

Title:

Director

 

 

 

 

 

 

 

SBCVC LIMITED

 

 

 

 

 

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director

 

 

 

 

 

 

 

SBCVC MANAGEMENT IV, L.P.

 

 

 

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director of SBCVC Limited, acting as general

 

 

partner of SBCVC Management IV, L.P.

 

 

 

 

 

 

 

SBCVC FUND IV, L.P.

 

 

 

 

 

 

 

By:

/s/ Chauncey Shey

 

Name:

Chauncey Shey

 

Title:

Director of SBCVC Management IV, L.P.,

 

 

acting as general partner of SBCVC Fund IV, L.P.

 

 


EXHIBIT 99.2

 

Identification of Relevant Subsidiary

 

One entity, namely, SBCVC Fund IV, L.P. holds 5,833,780 Class A ordinary shares issued by Quhuo Limited (the “Issuer”).

 

The Issuer’s Class A ordinary shares held by this one entity are ultimately beneficially owned by SBCVC Holdings Limited, Lin Ye Song, Star Pioneer Investment Holdings Limited and SBCVC Limited. SBCVC Holdings Limited has caused a statement on Schedule 13G to be filed as a result of the Issuer’s Class A ordinary shares held by one of its subsidiary entities, as follows:

 

SBCVC Fund IV, L.P. holds 5,833,780, or 12.4%, of the Issuer’s Class A ordinary shares.