October 4, 2019

Leslie Yu
Chairman of the Board of Directors and Chief Executive Officer
QUHUO Ltd
3rd Floor, Block D, Tonghui Building
No. 1132 Huihe South Street, Chaoyang District
Beijing, People's Republic of China

       Re: QUHUO Ltd
           Draft Registration Statement on Form F-1
           Filed September 4, 2019
           CIK No. 0001781193

Dear Mr. Yu:

       We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Draft Registration Statement on Form F-1

Prospectus Summary
Our Corporate History and Structure, page 4

1.     Because investors will be investing in a holding company that does not
directly own all of
       its operations in China, please make this fact clear in your prospectus
summary. In this
       regard, please clearly describe the business of your variable interest
entity, as
       distinguished from your other subsidiaries. Please also disclose in this
section the fact that
       the shareholders of your VIE may have interests that conflict with you,
as you state on
       page 38.
 Leslie Yu
FirstName LastNameLeslie Yu
QUHUO Ltd
Comapany 2019
October 4, NameQUHUO Ltd
Page 2
October 4, 2019 Page 2
FirstName LastName
Implications of Being an Emerging Growth Company, page 6

2.       You indicate that "[u]nder the JOBS Act, an emerging growth company
does not need to
         comply with any new or revised financial accounting standards until
the date that private
         companies are required to do so." It is unclear from this statement
whether your company
         has elected to apply the adoption dates for public companies or the
adoption dates for
         private companies when applying new or revised accounting standards.
Please revise to
         clearly indicate, if true, that you have elected to comply with any
new or revised financial
         accounting standards on the date that private companies are required
to do so.
Risk Factor
Our high customer concentration exposes us to all of the risks faced by our
major customers...,
page 14

3.       We note your disclosure that "[you] generated approximately 96% of our
total revenues
         from two major industry customers, Meituan and Ele.me." Please tell us
what
         consideration you have given to the filing of these agreements. Please
refer to Item
         601(b)(10) of Regulation S-K.
ADSs holders may not be entitled to a jury trial with respect to claims arising
under the deposit
agreement..., page 47

4.       Please remove the reference to ``substantive   provisions of the U.S.
federal securities
         laws in the last sentence of this risk factor disclosure.
Capitalization, page 56

5.       Please refer to the table on page 57. The amount of Renminbi presented
in the "Actual"
         column for the Series C-2 redeemable convertible preferred shares does
not agree to the
         amount presented in your financial statements. Specifically, your
consolidated balance
         sheet indicates this amount is RMB96.569 million while your disclosure
on page 57
         indicates this amount is RMB96.596 million. Please revise as
appropriate.
6.       Please refer to the table on page 57. Please tell us why the pro forma
column reflects
         RMB and US$ amounts for the line item titled Ordinary Shares rather
than reflecting
         RMB and US$ amounts for the line items titled Class A ordinary shares
and Class B
         ordinary shares. We note from the narrative description of these line
items and your
         disclosures on page 56 that you appear to have already determined the
number of Class A
         and Class B ordinary shares outstanding on a pro forma basis.
Dilution, page 59

7.       Please populate your historical net tangible book value both in the
aggregate and on a per
         ordinary share basis as it appears this information is currently
available.
 Leslie Yu
FirstName LastNameLeslie Yu
QUHUO Ltd
Comapany 2019
October 4, NameQUHUO Ltd
Page 3
October 4, 2019 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Components of Our Results of Operations, page 71

8.       We note your disclosure that revenue from service fees paid by
industry customers
         includes KPI-based adjustments, such as timely delivery rate and
complaint rate. Please
         quantify these adjustments, if material, for the financial periods
presented.

Results of Operations, page 76

9.       We note your analysis of the change in revenues from on-demand food
delivery solutions
         at the bottom of page 76. You indicate that the increase in this
revenue was primarily
         driven by the increase in delivery orders fulfilled by your delivery
riders. Based on the
         number of average monthly delivery orders disclosed elsewhere in your
filing, it appears
         approximately 20% of the increase in revenue is attributable to
factors other than the
         increase in the number of delivery orders. Please tell us the primary
driver(s) of this
         remaining increase in your food delivery solutions revenue, including
whether it is
         primarily attributable to receiving a higher price per delivery order,
and tell us why you do
         not believe it is appropriate to briefly disclose to your investors
the primary factors that
         drove the remaining increase in your food delivery solutions revenue.
See Item 5.A.1. of
         Form 20-F.
Business
Our Solutions, page 103

10.      Where you discuss your ride-hailing services, please enhance your
discussion to
         contextualize your statement that you have 500 full-time drivers as of
January 30, 2019
         and quantify the number of full-time drivers in prior periods, to
explain its importance. In
         this regard, we note that your disclosure suggests that you have over
5,100 workers on
         your platform that could become full-time drivers because they "meet
the requisite
         minimum years of driving experience to become qualified ride-hailing
drivers."
Taxation, page 167

11.      Please ensure that the various opinions of counsel as to matters of
taxation are clearly
         identified as such, where applicable, in this section.
Consolidated Financial Statements for the Years Ended December 31, 2018 and
2017
Report of Independent Registered Public Accounting Firm, page F-2

12.      We note that the report of your independent registered public
accounting firm included in
         the registration statement will not be issued until the reorganization
described in Note 1 is
         complete. Please tell us what portion of the reorganization was not
complete at September
         4, 2019. Also tell us when you expect that portion of the
reorganization to be complete
         and when you expect to include a completed audit report in your Form
F-1.
 Leslie Yu
FirstName LastNameLeslie Yu
QUHUO Ltd
Comapany 2019
October 4, NameQUHUO Ltd
Page 4
October 4, 2019 Page 4
FirstName LastName
Notes to the Consolidated Financial Statements
Note 1. Organization, Consolidation and Principal Activities, page F-9

13.      We note your disclosure that as the shareholdings in the Company and
the VIE were
         identical immediately before and after the Restructuring, you have
accounted for the
         Restructuring as a transaction between entities under common
ownership, in a manner
         similar to a pooling of interests. Please tell us in detail how you
determined that each of
         the businesses included in the VIE were under common ownership
immediately before
         and after the Restructuring. Please provide the number of shares and
the applicable
         ownership percentages held by all owners for each entity immediately
before and after the
         Restructuring to support your determination with respect to identical
common ownership.
         Alternatively, if your disclosure was intended to convey that these
entities were under
         common control, please tell us in detail how common control was
determined.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-20

14.      We note your analysis of revenue recognition for your on-demand food
delivery solutions
         on pages F-20 and F-21. To assist us in better understanding your
analysis, please
         respond to the following:

              Please confirm our assumption, if true, that you receive no
consideration from
              your delivery riders and other workers for access to your
platform or for any of the
              training and benefits you provide them.

              Please tell us more about the role of your industry customers and
how it differs from
              your role in the delivery process. In doing so, please elaborate
on your statement on
              page 103 that industry customers are responsible for order-rider
matching and order
              delivery tracking. Tell us whether "order-rider matching" is
intended to convey that
              industry customers select a specific rider to deliver a specific
order, and reconcile this
              to your disclosure on page F-21 indicating that you can direct
the right to use delivery
              riders' services as you choose. Also tell us in what sense
industry customers are
              "responsible" for order delivery tracking. Tell us how you
considered the role of the
              industry customer in order-rider matching and order delivery
tracking when reaching
              the conclusion that you are primarily responsible for fulfillment
of the contract and
              assuring the services are acceptable to your customer.
Note 14. Loans, page F-33

15.      Please refer to the the maturity schedule on page F-35. Please tell us
why the amount of
         loans maturing in 2019 of RMB69.64 million as seen in this table does
not agree with the
         amount of RMB68.63 seen at the bottom of page F-33 and on the face of
your balance
         sheet. Similarly, please tell us why the aggregate amount of loans
maturing in 2020 and
         2021 of RMB6.4 million as seen in this table does not agree with the
amount of
 Leslie Yu
QUHUO Ltd
October 4, 2019
Page 5
         RMB5.682 seen on page F-34 and on the face of your balance sheet.
Please revise as
         appropriate or tell us why you believe no revision is necessary.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Sondra Snyder, Staff Accountant at (202) 551-3332 or
Jennifer
Thompson, Accounting Branch Chief at (202) 551-3737 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Jennifer Lopez, Staff
Attorney at (202) 551-3792 or Lilyanna Peyser, Special Counsel at (202)
551-3222 with any
other questions.



FirstName LastNameLeslie Yu                                 Sincerely,
Comapany NameQUHUO Ltd
                                                            Division of
Corporation Finance
October 4, 2019 Page 5                                      Office of Trade &
Services
FirstName LastName