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November 15,
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
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted October 28, 2019
Response Dated October 28, 2019
CIK No. 0001781193
Dear Mr. Yu:
We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors
Risks Related to the ADSs and this Offering
ADSs holders may not be entitled to a jury trial...,, page 47
1. Please enhance this risk factor to discuss the risks that the jury
waiver provision
may result in increased costs to bring a claim, limited access to
information and other
imbalances of resources between the company and ADS holders, and limits
on the ADS
holders' ability to bring a claim in a judicial forum that they find
favorable. In addition
please include a risk factor similar to this one relating to the deposit
agreement's
Leslie Yu
FirstName LastNameLeslie Yu
QUHUO Ltd
Comapany 15, 2019
November NameQUHUO Ltd
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November 15, 2019 Page 2
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arbitration provision; this risk factor should discuss, among other
things, the risks relating
to and enforceability of such provision.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical Accounting Policies and Estimates, page 85
2. We note your disclosures on pages 88 and 89 regarding how you
determine the grant date
fair value of the ordinary shares underlying your share-based
compensation awards.
Please tell us the grant date fair value of the ordinary shares
underlying each share-based
compensation award you have made within the last twelve months. We may
have
additional comments after reviewing your response.
Jurisdiction and Arbitration, page 170
3. Please enhance your description of the exclusive forum and arbitration
provisions to
provide further detail regarding their mechanics and scope. In
addition, please disclose
whether each provision applies to claims under the U.S. federal
securities laws. In this
regard, we note that (i) Section 27 of the Exchange Act creates
exclusive federal
jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder, and
(ii) it is unclear what your statement that "the arbitration
provisions of the deposit
agreement do not preclude you from pursuing claims under the
Securities Act or the
Exchange Act in federal courts" is intended to mean. If either
provision does not apply to
actions arising under the U.S. federal securities laws, please ensure
that the prospectus
disclosure and such provisions in the deposit agreement state this
clearly. If you do not
amend the agreement to state this, please tell us how you will make
future investors aware
of either provision's limited applicability. If either provision does
apply to claims under
the U.S. federal securities laws, please note that we may have further
comment upon
reviewing your response and revised disclosure.
Consolidated Financial Statements for the Years Ended December 31, 2018 and
2017
Consolidated Statements of Comprehensive Loss, page F-5
4. We note you revised the number of shares used in the computation of
basic and diluted
earnings along with revising the number of ordinary shares outstanding
presented on the
face of your balance sheet. You disclose in Note 1 on page F-9 that on
August 23, 2019
you issued 24,475,310 ordinary shares, which included 9,502,550
ordinary shares issued
but deemed not outstanding and held by your share-based payment trust.
It appears that
the revisions to your financial statements relate to the 9.5 million
shares issued to your
share-based payment trust. We have the following comments:
Please tell us why the 9.5 million shares issued to your
share-based payment trust
Leslie Yu
FirstName LastNameLeslie Yu
QUHUO Ltd
Comapany 15, 2019
November NameQUHUO Ltd
Page 3
November 15, 2019 Page 3
FirstName LastName
were included in your calculation of outstanding ordinary shares
in the previous draft
of your filing.
Please tell us why you now believe these shares should not be
deemed outstanding
under US GAAP. In doing so, tell us more about the rights and
obligations your
share-based payment trust has with regards to these shares,
including but not limited
to whether it can vote for these shares, whether it can receive
any dividends declared
for these shares, and describing the trust's role in the
conveyance of these shares to
others.
Please provide us with your analysis of whether this change
represents the correction
of an error in your financial statements. If so, please tell us
how you considering
treating this correction of a misstatement as a restatement by
having your auditors
reference the restatement in their audit opinion, labeling the
affected financial
statements as restated, and providing the disclosures required by
ASC 250-10-50-7
through 50-9. Also see SAB Topics 1:M and 1:N.
Note 1. Organization, Consolidation and Principal Activities, page F-9
5. We note from your response to comment 13 that the Restructuring is
accounted for as a
transaction between entities under common ownership because Beijing
Quhuo's
shareholders and their respective shareholdings in Beijing Quhuo
immediately before the
Restructuring are identical to the Company's shareholders and their
respective
shareholdings immediately after the Restructuring. As previously
requested, please tell us
the applicable ownership percentages held by each equity owner for
each entity
immediately before and after the Restructuring to support your
determination with respect
to identical common ownership. Please also tell us whether the
shareholders of Beijing
Quhuo immediately before the Restructuring owned and/or controlled its
subsidiaries
from the date each such subsidiary was acquired, as disclosed in Note
1 on page F-10, and
also immediately before and after the Restructuring. If not, please
tell us in reasonable
detail when those Beijing Quhuo shareholders acquired control of each
of Beijing
Quhuo's subsidiaries.
Leslie Yu
QUHUO Ltd
November 15, 2019
Page 4
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
November 15, 2019 Page 4 Office of Trade &
Services
FirstName LastName