6-K
QUHUO Ltd (QHUOY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission File Number 001- 39354
Quhuo Limited
(Exact name of registrant as specified in its charter)
3rd Floor, Block A, Tonghui Building
No. 1132 Huihe South Street, Chaoyang District
Beijing, People’s Republic of China
(+86-10) 5923 6208
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Quhuo Limited | ||
|---|---|---|
| Date: November 14, 2022 | By: | /s/ Leslie Yu |
| Name: Leslie Yu | ||
| Title: Chairman and Chief Executive Officer |
EXHIBIT INDEX
| ExhibitNumber | Description |
|---|---|
| 99.1 | Press Release |
| 99.2 | Notice of Annual General Meeting |
| 99.3 | Form of Proxy for Annual General Meeting |
| 99.4 | Form of Voting Instruction Card to Registered Holders of American Depositary Receipts |
EX-99.1
Exhibit 99.1
Quhuo to Hold 2022 Annual General Meeting on December 29, 2022
BEIJING, November 14, 2022 — Quhuo Limited (“Quhuo” or the “Company”) (NASDAQ: QH), a leading gig economy platform focusing on community-centered services in China, today announced that it will hold its 2022 annual general meeting of shareholders at 3rd Floor, Block A, Tonghui Building, No. 1132 Huihe South Street, Chaoyang District, Beijing 100020, The People’s Republic of China on December 29, 2022, at 10:00 a.m. (local time).
The proposals to be submitted for shareholders’ approval at the annual general meeting include (1) the ratification of the appointment of each of Mr. Gang Wang and Ms. Wenying Lyu as a director of the board of directors of the Company (the “Board”), and (2) the ratification of the appointment of Marcum Asia CPAs LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2022. The Board has fixed November 14, 2022 as the record date (the “RecordDate”) for determining the shareholders entitled to receive notice of the annual general meeting or any adjournment or postponement thereof. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the annual general meeting and any adjournment or postponement thereof in person.
About Quhuo
Quhuo Limited (NASDAQ: QH) is a leading gig economy platform focusing on local community-centered services in China. Leveraging Quhuo+, its proprietary technology infrastructure, Quhuo is dedicated to empowering and linking workers and local life service providers and providing end-to-end operation solutions for the life service market. The Company currently provides multiple industry-tailored operational solutions, primarily including on-demand delivery solutions, mobility service solutions, housekeeping and accommodation solutions, and other services, meeting the living needs of hundreds of millions of families in the communities.
With the vision of promoting employment, stabilizing income and empowering entrepreneurship, Quhuo explores multiple scenarios to promote employment of workers, provides, among others, safety and security and vocational training to protect workers, and helps workers plan their career development paths to realize their self-worth.
For more information about Quhuo, please visit https://ir.quhuo.cn/.
For investor and media inquiries, please contact:
| Quhuo Limited<br><br><br>E-mail: ir@meishisong.cn |
|---|
EX-99.2
Exhibit 99.2
Quhuo Limited
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ: QH)
NOTICE OF ANNUALGENERAL MEETING
to Be Held on December 29, 2022
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of Quhuo Limited (the “Company”) will be held at 3rd Floor, Block A, Tonghui Building, No. 1132 Huihe South Street, Chaoyang District, Beijing 100020, The People’s Republic of China on December 29, 2022 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the following purposes:
To consider and, if thought fit, pass the following ordinary resolutions:
| 1. | To ratify the appointment of Mr. Gang Wang as a director of the board of directors of the Company (the<br>“Board”). The biography of Mr. Wang is included in the Exhibit A attached hereto; |
|---|---|
| 2. | To ratify the appointment of Ms. Wenying Lyu as a director of the Board. The biography of Ms. Lyu is<br>included in the Exhibit B attached hereto; and |
| --- | --- |
| 3. | To ratify the appointment of Marcum Asia CPAs LLP as the Company’s independent registered public<br>accounting firm for the fiscal year ending December 31, 2022. |
| --- | --- |
The Board has provided the following resolutions for approval by the Company’s shareholders:
RESOLVED THAT the appointment of Mr. Gang Wang as a director of the Board be, and hereby is, ratified;
RESOLVED FURTHER THAT the appointment of Ms. Wenying Lyu as a director of the Board be, and hereby is, ratified; and
RESOLVED FURTHER THAT the appointment of Marcum Asia CPAs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 be, and hereby is, ratified.
The Board has fixed the close of business on November 14, 2022 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. The Board recommends the shareholders to vote FOR the resolutions.
The Company’s ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 15 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Each ADS represents ten Class A ordinary shares.
Voting by Holders of Ordinary Shares
Holders of record of the Company’s Class A and Class B ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof and are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than the time appointed for the AGM to ensure your representation at such meeting. Please refer to the proxy form, which is attached to and made a part of this notice.
Voting by Holders of ADSs
Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program (the “Depositary”), by submitting a Voting Instruction Card to the Depositary. We have instructed the Depositary to provide to all ADS holders a Voting Instruction Card and a Notice of Meeting providing to ADS holders information contained in this notice of AGM and a statement and instructions as to voting by ADS holders. If you wish to have the Depositary, through its nominee or nominees, vote the Class A ordinary shares represented by your ADSs, please execute and timely forward the Voting Instruction Card sent to you by the Depositary in accordance with the instructions provided by the Depositary. A postage-paid return envelope may be provided to you for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly how you wish to vote in regard to each matter to be considered at the AGM. Please note that if you do not timely provide the Depositary with voting instructions with regard to a matter, you will be deemed to have granted a discretionary proxy to a person designated by the Company with respect to such matter with regard to the Class A ordinary shares represented by your ADSs if the Company (i) timely requests such a proxy, (ii) reasonably does not know of any material opposition to such matter, and (iii) confirms that such matter is not materially adverse to the interests of shareholders. The Voting Instruction Card must be forwarded in sufficient time to reach the Depositary before 10:00 a.m. (Eastern Standard Time), December 20, 2022. Only the registered holders of record at the close of business on November 14, 2022 will be entitled to execute the Voting Instruction Card.
Shareholders may obtain an electronic copy of the Company’s annual report, free of charge, from the Company’s website at https://ir.quhuo.cn/. For a hard copy, shareholders may contact the Company via telephone number (86-10) 5923-6208, or via email to ir@meishisong.cn.
| By Order of the Board of Directors, |
|---|
| /s/ Leslie Yu |
| Leslie Yu |
| Chairman |
Beijing, November 14, 2022
Exhibit A
Biography of Mr. Gang Wang (“Mr. Wang”)
Mr. Wang has served as the chief operating officer of Quhuo Limited since September 2014 and a director since July 2022. He also served as a director of Quhuo Limited from August 2019 to July 2020. Prior to joining the Company, Mr. Wang served as the head of supply chain at Kidsland (China) Trading Co., Ltd., a subsidiary of Kidsland International Holdings Limited (HKEX: 2122) from March 2011 to March 2014. Mr. Wang was a site operation manager at DHL Supply Chain (China) Co., Ltd. from May 2006 to March 2011. Mr. Wang received his bachelor’s degree from Wuhan University of Technology in 1996 and his master’s degree in business administration from Capital University of Economics and Business in 2011.
Exhibit B
Biography of Ms. Wenying Lyu (“Ms. Lyu”)
Ms. Lyu currently serves as the Head of the Strategic Investment Management Department of Baidu, a leading AI company with a strong Internet foundation. Prior to joining Baidu in October 2019, Ms. Lyu had nine years of experience in investment banking from China International Capital Corporation Limited and Goldman Sachs Gao Hua Securities Company Limited. Ms. Lyu received a bachelor’s degree from the University of Virginia in 2010 and an MBA degree from the Wharton School of the University of Pennsylvania in 2015.
EX-99.3
Exhibit 99.3
Quhuo Limited
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ: QH)
FORM OF PROXY FORANNUAL GENERAL MEETING
(or any adjourned or postponed meeting thereof)
to Be Held on December 29, 2022
Introduction
This Form of Proxy is furnished in connection with the solicitation by the board of directors (the “Board”) of Quhuo Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding Class A and Class B ordinary shares of the Company, par value US$0.0001 per share (collectively, the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at 3rd Floor, Block A, Tonghui Building, No. 1132 Huihe South Street, Chaoyang District, Beijing 100020, The People’s Republic of China on December 29, 2022 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”). This Form of Proxy and the accompanying AGM Notice are first being mailed to the shareholders of the Company on or about November 28, 2022.
Only the holders of record of the Ordinary Shares at the close of business on November 14, 2022 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share isentitled to 15 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Each ADS represents ten Class A ordinary shares. Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program. As of the close of business on the Record Date, we expect that 46,379,583 Class A ordinary shares (including Class A ordinary shares underlying ADSs) and 6,296,630 Class B ordinary shares are outstanding.
The quorum of the AGM is one or more shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third of all votes attaching to all shares in issue and entitled to vote at the AGM.
Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairperson of the AGM acts as proxy and is entitled to exercise the chairperson’s discretion, the chairperson has indicated the chairperson will vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby will vote on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, with a copy delivered to its principal executive offices at 3rd Floor, Block A, Tonghui Building, No. 1132 Huihe South Street, Chaoyang District, Beijing 100020, The People’s Republic of China or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returned to the Company’s principalexecutive offices (to the attention of: Zhen Ba) at 3rd Floor, Block A, Tonghui Building, No. 1132 Huihe South Street, Chaoyang District, Beijing 100020, The People’s Republic of China as soon as possible so that it is received by theCompany not less than 48 hours before the time appointed for holding the AGM.
QUHUO LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ: QH)
FORM OF PROXY FORANNUAL GENERAL MEETING
to Be Held on December 29, 2022
(or any adjourned or postponed meeting thereof)
I/We [insert name] of
[insert address] being the registered holder of Class ordinary shares^1^, par value US$0.0001 per share, of Quhuo Limited (the “Company”) hereby appoint the Chairperson of the Annual General Meeting (the “Chairperson”)^2^ or
of
as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 3rd Floor, Block A, Tonghui Building, No. 1132 Huihe South Street, Chaoyang District, Beijing 100020, The People’s Republic of China, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, in his or her discretion.^3^
| RESOLUTION: | The ordinary resolution as set out in the Notice of Annual General Meeting regarding the appointment of Mr. Gang Wang as a director of the board of directors of the Company. | |
|---|---|---|
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
| RESOLUTION: | The ordinary resolution as set out in the Notice of Annual General Meeting regarding the appointment of Ms. Wenying Lyu as a director of the board of directors of the Company. | |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
| RESOLUTION: | The ordinary resolution as set out in the Notice of Annual General Meeting regarding the appointment of Marcum Asia CPAs LLP as the Company’s independent registered public accounting firm for the fiscal year<br>ending December 31, 2022. | |
| ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
| Dated<br> <br> , 2022 | Signature(s)^4^<br> | |
| --- | --- | |
| 1. | Please insert the number and class of shares registered in your name(s) to which this proxy relates. If no<br>number or class is inserted, this Form of Proxy will be deemed to relate to all the shares in the Company registered in your name(s). | |
| --- | --- | |
| 2. | If any proxy other than the Chairperson is preferred, strike out the words “the Chairperson of theAnnual General Meeting” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BEINITIALED BY THE PERSON(S) WHO SIGN(S) IT. | |
| --- | --- | |
| 3. | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTEAGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, TICK THE BOX MARKED “ABSTAIN”. The Ordinary Shares represented by all properly executed proxies returned to the<br>Company will be voted at the AGM as indicated or, if no instruction is given, the proxy will vote the shares in his or her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form<br>of Proxy. Where the Chairperson acts as proxy and is entitled to exercise her discretion, she has indicated her intent to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed<br>proxies will be voted by the persons named therein in accordance with their discretion. Your proxy will also be entitled to vote or abstain at his or her discretion on any amendment to the resolution referred to in the AGM Notice which has been<br>properly put to the AGM. | |
| --- | --- | |
| 4. | This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of a<br>corporation, must be either executed under the hand of an officer or attorney duly authorized to sign the same. | |
| --- | --- |
EX-99.4
Exhibit 99.4
| 0 |
|---|
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
QUHUO LIMITED
(Continued and to be signed on the reverse side)
 <br> 1.1 |
14475 <br><br><br> |
|---|
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
QUHUO LIMITED
December 29, 2022
Please sign, date and mail
your proxy card in the
envelope provided so that
your vote is received on or
before 10:00 AM EST on
December 20, 2022.
Please detach along perforated line and mail in the envelope provided.
| 122922 | ||||
|---|---|---|---|---|
Resolutions presentedfor consideration by the Annual General Meeting of Shareholders on December 29, 2022.<br> <br>THE BOARD RECOMMENDS A VOTE FOR PROPOSALS1, 2 AND 3.<br> <br>PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK ASSHOWNHERE  |
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| --- | --- | --- | --- | --- |
| FOR | AGAINST | ABSTAIN | ||
| 1. The ordinary resolution as set out in the Notice of Annual General Meeting<br>regarding the appointment of Mr. Gang Wang as a director of the board of directors of the Company. |  |
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| 2. The ordinary resolution as set out in the Notice of Annual General Meeting<br>regarding the appointment of Ms. Wenying Lyu as a director of the board of directors of the Company. | |
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| 3. The ordinary resolution as set out in the Notice of Annual General Meeting<br>regarding the appointment of Marcum Asia CPAs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. | |
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| Signature of Shareholder | Date: | Signature of Shareholder | Date: | |
| --- | --- | --- | --- | |
| Note: Please sign exactly as your name or names appear on this Proxy. When<br>shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer,<br>giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. | ||||
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