SecProbe.io

January 8, 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. 2 to Draft Registration Statement on Form F-1
Submitted December 18, 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. 2 to Draft Registration Statement on Form F-1
Business
Our Solutions, page 110
1.We note your disclosure on page 14 that "[you] generated approximately 96% of our total
revenues from two major industry customers, Meituan and Ele.me" and on page 16 that
your industry customers typically require you "to adhere to their standard form contracts,
and there is little room to negotiate the terms and conditions that deviate from such
standard form contracts." In this regard, please revise your disclosure here or elsewhere in
your filing, to provide a summary of the key terms and conditions of the material
agreements with these industry customers. For example, given your dependence on these

 FirstName LastNameLeslie Yu
 Comapany NameQUHUO Ltd
 January 8, 2020 Page 2
 FirstName LastName
Leslie Yu
QUHUO Ltd
January 8, 2020
Page 2
industry customers and your inability to negotiate the terms of the contracts, please
discuss, key penalty fees and material liability and indemnification provisions, if any.
Description of American Depositary Shares
Jurisdiction and Arbitration, page 171
2.We note your revisions in response to prior comment 3 and we reissue the comment in-
part. Please revise to clearly disclose whether your exclusive forum provision applies to
claims under the U.S. federal securities laws. In this regard, we note that your disclosure
on pages 47 and 171 state that the mandatory arbitration and waiver of jury trial
provisions, respectively, include claims under the U.S. federal securities laws. Please
provide similar disclosure with regards to your exclusive forum provision.  If
the provision does not apply to actions arising under the U.S. federal securities laws,
please ensure that the prospectus disclosure and such provision in the deposit agreement
state this clearly. As a related matter, please enhance your risk factor disclosure on page
47 to discuss, as you do for the mandatory arbitration provision, that the exclusive forum
provision may result in increased costs to bring a claim and may discourage claims or
limit investors' ability to bring a claim in a judicial forum that they find favorable.

             You may contact Jennifer López, at 202-551-3792 or Lilyanna Peyser, at 2025-551-3222
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services