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United States securities and exchange commission logo

                            July 26, 2023

       Zhen Ba
       Chief Financial Officer
       Quhuo Limited
       3rd Floor, Block A, Tonghui Building
       No. 1132 Huihe South Street
       Chaoyang District, Beijing 100020
       The People   s Republic of China

                                                        Re: Quhuo Limited
                                                            Registration
Statement on Form F-3
                                                            Filed June 30, 2023
                                                            File No. 333-273087

       Dear Zhen Ba:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Registration Statement on Form F-3

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company.
   2.                                                   We note your disclosure
that you may be subject to the risk of trading prohibitions
                                                        "[p]ursuant to the
Holding Foreign Companies Accountable Act, or the HFCAA." Please
                                                        revise your disclosure
to reflect that the Holding Foreign Companies Accountable Act has
                                                        been amended by the
Consolidated Appropriations Act as of 2023. Please also make
                                                        conforming revisions in
your prospectus summary and risk factors sections.
 Zhen Ba
FirstName  LastNameZhen Ba
Quhuo Limited
Comapany
July       NameQuhuo Limited
     26, 2023
July 26,
Page  2 2023 Page 2
FirstName LastName
3.       We note that Quhuo Technology, the company's wholly-owned subsidiary,
is incorporated
         in Hong Kong. Please revise your disclosure here and elsewhere as
appropriate to discuss
         the applicable laws and regulations in Hong Kong as well as the
related risks and
         consequences.
4.       We note your representation that "[i]n 2020, 2021 and 2022, no
dividends or distributions
         were made to Quhuo Limited by its subsidiaries." Please revise the
disclosure here to
         further address whether any other transfers have been made to date
between the holding
         company, its subsidiaries, and consolidated VIE, or to investors, and
quantify the amounts
         where applicable. In this regard, we note that the section captioned
"Cash and Asset
         Flows through Our Organization" on page 10 of the registration
statement discusses the
         provision of loans and payment of service fees. Additionally, please
disclose your
         intentions to distribute earnings or settle amounts owed under the VIE
agreements.
         Lastly, please provide cross-references to the condensed consolidating
schedule and the
         consolidated financial statements.
5.       Please discuss whether there are limitations on your ability to
transfer cash between you,
         your subsidiaries, the consolidated VIE or investors. Please provide a
cross-reference to
         your discussion of this issue in your prospectus summary, summary risk
factors, and risk
         factors sections, as well.
6.       To the extent you have cash management policies that dictate how funds
are transferred
         between you, your subsidiaries, the consolidated VIE or investors,
summarize the policies
         on your cover page and in the prospectus summary, and disclose the
source of such
         policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.);
         alternatively, state on the cover page and in the prospectus summary
that you have no
         such cash management policies that dictate how funds are transferred.
Provide a cross-
         reference on the cover page to the discussion of this issue in the
prospectus summary.
About this Prospectus, page 1

7.       We note your definition of "China" and the "PRC" appears to exclude
Taiwan, Hong
         Kong and Macau. Please clarify that the legal and operational risks
associated with
         operating in China also apply to operations in Hong Kong. This
disclosure may appear in
         the definition itself or in an appropriate discussion of legal and
operational risks.
Prospectus Summary, page 4

8.       We note that the consolidated VIE constitutes a material part of your
consolidated
         financial statements. Please provide in tabular form a condensed
consolidating schedule
         that disaggregates the operations and depicts the financial position,
cash flows, and results
         of operations as of the same dates and for the same periods for which
audited consolidated
         financial statements are required. The schedule should present major
line items, such as
         revenue and cost of goods/services, and subtotals and disaggregated
intercompany
         amounts, such as separate line items for intercompany receivables and
investment in
         subsidiary. The schedule should also disaggregate the parent company,
the VIE and its
 Zhen Ba
FirstName  LastNameZhen Ba
Quhuo Limited
Comapany
July       NameQuhuo Limited
     26, 2023
July 26,
Page  3 2023 Page 3
FirstName LastName
         consolidated subsidiaries, the WFOEs that are the primary beneficiary
of the VIE, and an
         aggregation of other entities that are consolidated. The objective of
this disclosure is to
         allow an investor to evaluate the nature of assets held by, and the
operations of, entities
         apart from the VIE, as well as the nature and amounts associated with
intercompany
         transactions. Any intercompany amounts should be presented on a gross
basis and when
         necessary, additional disclosure about such amounts should be included
in order to make
         the information presented not misleading.
9.       Please clarify here that you are the primary beneficiary of the VIE
for accounting
         purposes. Additionally, please also disclose, if true, that the VIE
agreements have not
         been tested in a court of law.
Our Corporate Structure and Contractual Arrangements with the VIE and its
Shareholders, page
5

10.      Please disclose clearly that the company uses a structure that
involves a VIE based in
         China and what that entails. Additionally, please revise the diagram
of the company   s
         corporate structure. The diagram should use dashed lines without
arrows with respect to
         the relationship with the VIE.
Our Operations in China and Permissions Required from the PRC Authorities for
Our
Operations, page 9

11.      We note that you do not appear to have relied upon an opinion of
counsel with respect to
         your conclusions that "[you], [y]our PRC subsidiary and the affiliated
entities are not
         required to obtain approval or permission from China Securities
Regulatory Commission,
         or the CSRC, the Cyberspace Administration of China, or the CAC, or
any other
         regulatory entity." If true, state as much and explain why such an
opinion was not
         obtained and the basis for your conclusions. Please also describe the
consequences to you
         and your investors if you, your subsidiaries, or the VIE: (i) do not
receive or maintain
         such permissions or approvals, (ii) inadvertently conclude that such
permissions or
         approvals are not required, or (iii) applicable laws, regulations, or
interpretations change
         and you are required to obtain such permissions or approvals in the
future.
12.      We note your disclosure that you and the affiliated entities "have
obtained the requisite
         licenses and permits from the PRC government authorities that are
material" for your
         operations. The disclosure here should not be qualified by
materiality. Please make
         appropriate revisions to your disclosure.
Cash and Asset Flows through Our Organization, page 10

13.      We note your representation that you "may also encounter difficulties
in [y]our ability to
         transfer cash between subsidiaries in China and other subsidiaries
largely due to various
         PRC laws and regulations imposed on foreign exchange." Please describe
any restrictions
         on foreign exchange and your ability to transfer cash between
entities, across borders, and
         to U.S. investors. Additionally, describe any restrictions and
limitations on your ability to
 Zhen Ba
Quhuo Limited
July 26, 2023
Page 4
         distribute earnings from the company, including your subsidiaries
and/or the consolidated
         VIEs, to the parent company and U.S. investors as well as the ability
to settle amounts
         owed under the VIE agreements. Lastly, please provide cross-references
to the condensed
         consolidating schedule and the consolidated financial statements.
14.      Where you discuss specific instances of cash transfers between the
holding company, its
         subsidiaries and the affiliated entities, please also explain the tax
consequences of such
         transfers.
Summary of Risk Factors, page 11

15.      Please revise your disclosure so that each summary risk factor related
to your operations
         in Hong Kong and China includes a cross-reference to the individual
detailed risk factor,
         including the title and page of the relevant risk factor.
Risk Factors
Risks Relating to Our Corporate Structure, page 16

16.      Please revise your risk factor disclosure here to specifically
acknowledge that if the PRC
         government determines that the contractual arrangements constituting
part of the VIE
         structure do not comply with PRC regulations, or if these regulations
change or are
         interpreted differently in the future, the securities you are
registering may decline in value
         or become worthless if the determinations, changes, or interpretations
result in your
         inability to assert contractual control over the assets of your PRC
subsidiaries or the
         VIE that conduct all or substantially all of your operations.
Enforcement of Civil Liabilities, page 58

17.      If you have one or more directors, officers or members of senior
management located in
         the PRC/Hong Kong, please state that is the case and identify the
relevant individuals. In
         this regard, we note the representation that "all of [y]our officers
are nationals or residents
         of jurisdictions other than the United States and a substantial
portion of their assets are
         located outside the United States."
Exhibits

18.    Please refer to Exhibit 23.2. We note the audit consent by Ernst & Young
Hua Ming LLP
       states that its September 9, 2022 report was prepared with respect to
the consolidated
       financial statements of Quhuo Limited for the year ended December 31,
2022. Please
FirstName LastNameZhen Ba
       revise this audit consent to correctly state that the September 9, 2022
audit report was
Comapany    NameQuhuo
       prepared            Limited
                 with respect to the consolidated financial statements for the
year ended
July 26,December
         2023 Page31, 4 2021.
FirstName LastName
 Zhen Ba
FirstName  LastNameZhen Ba
Quhuo Limited
Comapany
July       NameQuhuo Limited
     26, 2023
July 26,
Page  5 2023 Page 5
FirstName LastName
        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.

       Please contact Rucha Pandit at (202) 551-6022 or Mara Ransom at (202)
551-3264 with
any questions.

                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:      Wei Wang
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