United States securities and exchange commission logo





                             May 27, 2020

       Leslie Yu
       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. 5 to
Draft Registration Statement on Form F-1
                                                            Submitted May 14,
2020
                                                            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. 5 to Registration Statement on Form F-1

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       COVID-19 Outbreak, page 75

   1.                                                   We note your response
to comment 2 and we reissue in part. Please revise your disclosure
                                                        to further describe any
known trends and uncertainties that have had, or that you
                                                        reasonably expect will
have, a material favorable or unfavorable impact on revenue or
                                                        results of operations,
in light of the impact of COVID-19 on your business. For example,
                                                        consider discussing, as
you do in Note 25 to your financial statements, that "[t]he
                                                        Company's first quarter
results of operations have been negatively impacted." Please refer
                                                        to CF Disclosure
Guidance: Topic No. 9.
 Leslie Yu
QUHUO Ltd
May 27, 2020
Page 2
Consolidated Financial Statements for the Year Ended December 31, 2019
Note 5. Business Combination, page F-31

2.       We note from your response to comment 5 that you corrected the number
of options
         granted to non-employees to exclude 583,277 options granted to the
former shareholders
         of Huadian Tianze and Jilin Taisen as part of the purchase
consideration for the
         acquisition of those entities. Please revise your disclosure in either
Note 5 or Note 16 to
         disclose the number of options granted to replace those originally
granted under the 2017
         Plan as part of the purchase consideration for these entities so that
investors may derive
         the number of options outstanding at December 31, 2019 from the
information in your
         financial statements.
Note 10. Intangible Assets, page F-34

3.       Based on the intangible asset roll forward provided in your response
to comment 4, it
         appears you disposed of intangible assets with a net book value of RMB
30,248 during
         Fiscal 2019. In addition, your Consolidated Statements of Cash Flows
reflect proceeds
         from the disposal of intangible assets in the amount of RMB 21,167
during Fiscal 2019. It
         appears that the difference between the net book value of these
intangible assets and the
         sales price is RMB 9,081. Please explain to us in reasonable detail
how you determined
         the loss on disposal of intangible assets in the amount of RMB 3,840
as reflected in your
         Consolidated Statements of Comprehensive Loss for Fiscal 2019.
        You may contact Sondra Snyder, at 202-551-3332, or Jennifer Thompson,
at 202-551-
3737, if you have questions regarding comments on the financial statements and
related matters.
Please contact Jennifer Lopez, at 202-551-3792, or Lilyanna Peyser, at
202-551-3222, with any
other questions.



FirstName LastNameLeslie Yu                                    Sincerely,
Comapany NameQUHUO Ltd
                                                               Division of
Corporation Finance
May 27, 2020 Page 2                                            Office of Trade
& Services
FirstName LastName