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United States securities and exchange commission logo





                              October 27, 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
                                                            Amendment No. 1 to
Registration Statement on Form F-3
                                                            Filed September 28,
2023
                                                            File No. 333-273087

       Dear Zhen Ba:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our July 26, 2023
letter.

       Amendment No. 1 to Registration Statement on Form F-3

       Cover Page

   1.                                                   We note your response
to comment 1 and reissue. Please disclose prominently on the
                                                        prospectus cover page
that you are not a Chinese operating company.
   2.                                                   We note your response
to comment 5 and reissue in part. In this regard, we note the
                                                        revised disclosure
discussing the limitations on your ability to transfer cash between you,
                                                        your subsidiaries and
the consolidated VIE. Please further revise to address any
                                                        limitations on your
ability to transfer cash to investors. Additionally, please provide a
                                                        cross-reference to your
discussion of this issue in your summary risk factors.
 Zhen Ba
FirstName LastNameZhen Ba
Quhuo Limited
Comapany
October 27,NameQuhuo
            2023       Limited
October
Page 2 27, 2023 Page 2
FirstName LastName
3.       We note your response to comment 6 and reissue in part. Please provide
a cross-reference
         on the cover page to the discussion of the cash flow management
policies in the
         prospectus summary.
General

4.       We note you have elected to revise your disclosure on the Cover Page
as well as in the
         Prospectus Summary and Risk Factor sections relating to (i) the legal
and operational risks
         associated with operating in China and the PRC, specifically around
the ability of the PRC
         government to intervene, (ii) uncertainties regarding the
interpretation and application of
         current and future PRC laws, regulations and rules and (iii) the
resultant enforceability of
         the contractual arrangements with the VIE. As examples only, we note
your cover page
         disclosure that    the PRC government has significant discretion that
can be used to exert
         substantial influence    over the manner in which you conduct your
business has been
         revised to remove disclosure that the PRC government may intervene its
operations at any
         time. Additionally, we note that you have removed disclosure that
there are substantial
         uncertainties regarding the interpretation and application of current
or future PRC laws
         and regulations, from several areas of the prospectus. Lastly, we note
that you have also
         removed disclosure specifically stating that uncertainties in the PRC
legal system could
         limit your ability to enforce the VIE arrangements from several areas
of the prospectus. It
         is unclear to us that there have been changes in the regulatory
environment in the PRC
         since the last registration statement that was filed on June 30, 2023,
warranting revised
         disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters
         to China-Based Companies sought specific disclosure relating to the
risk that the PRC
         government may intervene in or influence your operations at any time,
or may exert
         control over operations of your business, or may disallow the
structure of your business,
         including your VIE structure, any of which could result in a material
change in your
         operations and/or the value of the securities you are registering for
sale. We remind you
         that, pursuant to federal securities rules, the term    control
(including the terms
            controlling,       controlled by,    and    under common control
with   ) as defined in Securities
         Act Rule 405 means    the possession, direct or indirect, of the power
to direct or cause the
         direction of the management and policies of a person, whether through
the ownership of
         voting securities, by contract, or otherwise.    The Sample Letters
also sought specific
         disclosures relating to uncertainties regarding the enforcement of
laws and that the rules
         and regulations in China can change quickly with little advance
notice. We do not believe
         that your revised disclosure conveys the same degree of risk and
uncertainty. Where you
         mitigate the challenges you face, please restore the related
disclosures to the disclosures as
         they existed in the registration statement you filed on June 30, 2023.
 Zhen Ba
FirstName LastNameZhen Ba
Quhuo Limited
Comapany
October 27,NameQuhuo
            2023       Limited
October
Page 3 27, 2023 Page 3
FirstName LastName
       Please contact Rucha Pandit at 202-551-6022 or Mara Ransom at
202-551-3264 with any
other questions.



                                                       Sincerely,

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