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QUHUO Ltd

QUHUO LtdQH決算レポート

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QUHUO Ltd. operates an on-demand lifestyle service platform focused on the Chinese mainland market. Its core offerings include gig workforce solutions, community group-buy services, and local life service matching for merchants and individual users, covering household services, catering operation support, and community retail segments to effectively connect service providers with end consumers.

What changed in QUHUO Ltd's 20-F — 2023 vs 2024

Top changes in QUHUO Ltd's 2024 20-F

671 paragraphs added · 1347 removed · 179 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

36 edited+223 added−743 removed9 unchanged
In 2009, the State Administration of Taxation, or SAT, issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the De Facto Standards of Organizational Management, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
On April 22, 2009, SAT issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the De Facto Standards of Organizational Management, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
We conduct our business in China through Beijing Quhuo Technology Co., Ltd., or the VIE, and its subsidiaries, or collectively the affiliated entities, in China, and may in the future commence or acquire businesses that are subject to the restrictions with respect to value-added telecommunications services.
We conduct our business in China through Beijing Quhuo, the VIE, and its subsidiaries, or collectively the affiliated entities, in China, and may in the future commence or acquire businesses that are subject to the restrictions with respect to value-added telecommunications services.
Companies, like us, that had already been listed overseas as of March 31, 2023 are not required to make immediate filing with the CSRC but are required to file with the CSRC within three business days after the completion of subsequent securities offerings in the same overseas market where its securities were previously offered and listed, or file the required filing materials with the CSRC within three working days after the submission of relevant application for subsequent securities offerings and listings in other overseas markets.
Companies already listed overseas as of March 31, 2023 are not required to make immediate filing with the CSRC, but are required to file with the CSRC within three business days after the completion of subsequent securities offerings in the same overseas market where its securities were previously offered and listed, or file the required filing materials with the CSRC within three working days after the submission of relevant application for subsequent securities offerings and listings in other overseas markets.
The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments.
The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China.
Through the VIE agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their respective equity interest in the VIE to us, which enabled us to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and we, through our WFOE, have the right to receive economic benefits from the VIE that could potentially be significant to the VIE and have the obligation to absorb losses of the VIE that could potentially be significant to the VIE.
Through the VIE agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their respective equity interest in the VIE to us, which enabled us to direct the activities of the VIE that most significantly impact its economic performance, and we, through Quhuo Information, have the right to receive economic benefits from the VIE that could potentially be significant to the VIE and have the obligation to absorb losses of the VIE that could potentially be significant to the VIE.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, but not to those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises.
On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which became effective on March 31, 2023, or, collectively, the Guidance Rules and Notice.
Regulations Relating to Overseas Listing On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which became effective on March 31, 2023.
The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.
The Data Security Law introduces a data classification and hierarchical protection system based on the level of importance of the data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used.
Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Enterprise Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition, results of operations and prospects.
Key Information-D. Risk Factors-Risks Related to Our Corporate Structure-Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Enterprise Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition, results of operations and prospects ” and “ Item 3. Key Information-D.
The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (2) the main parts of the issuer’s business activities are conducted in China, or its main place(s) of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual material events in China.
The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (2) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual material events in mainland China. ​ 84 Table of Contents The Overseas Listing Trial Measures further provides that, initial public offerings or listings in overseas markets by domestic companies, either in direct or indirect form shall be filed with the CSRC pursuant to the requirements of the Overseas Listing Trial Measures within three business days after the relevant application is submitted overseas.
Although SAFE promulgated in 2019 the Circular on Further Promoting the Cross-border Trade and Investment Facilitation, or SAFE Circular 28, pursuant to which non-investment foreign-invested companies are allowed to conduct domestic equity investment with settled capital from foreign exchange if such investment projects are true and compliant and do not otherwise violate the existing Special Management Measures (Negative List) for the Access of Foreign Investment, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice.
Pursuant to the Circular on Further Promoting the Cross-border Trade and Investment Facilitation, or SAFE Circular 28, which was promulgated by SAFE on October 23, 2019, non-investment foreign-invested companies are allowed to conduct domestic equity investment with settled capital from foreign exchange if such investment projects are true and compliant and do not otherwise violate the existing Special Management Measures (Negative List) for the Access of Foreign Investment.
In June 2019, MOFCOM and the NDRC promulgated the Special Management Measures (Negative List) for the Access of Foreign Investment, or the Negative List (2019 version), which became effective on July 30, 2019, in order to amend the Guidance Catalogue of Industries for Foreign Investment.
In addition, in December 2021, MOFCOM and the NDRC promulgated the Special Management Measures (Negative List) for the Access of Foreign Investment, or the Negative List (2021 version), which became effective on January 1, 2021 to amend the Guidance Catalog.
In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or SAFE Circular 7.
Employee stock incentive plan SAFE promulgated the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, or SAFE Circular 7, on February 15, 2012.
On July 7, 2022, the CAC promulgated the Measures for the Security Assessment of Cross-Border Transfer of Data, which took effect on September 1, 2022. On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating Cross-Border Data Flows.
Furthermore, the Data Outbound Transfer Security Assessment Measures, or the Security Assessment Measures, was promulgated by the CAC on July 7, 2022 and came into effect from September 1, 2022. On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating Cross-Border Data Flows which optimizes and adjusts the outbound data transfer system.
Organizational Structure—Our Contractual Arrangements.” The following diagram illustrates our simplified corporate structure, including our principal subsidiaries, the VIE and its subsidiaries, as of the date of this annual report: (1) The remaining 49% of the ownership interests of Quhuo International Trade (HK) Limited is owned by Mr.
Organizational Structure The following diagram illustrates our simplified corporate structure, including our principal subsidiaries, the VIE and its subsidiaries, as of the date of this annual report: (1) The remaining 9.9% of the ownership interests of Quhuo International is owned by Mr. Bo Liang, the general manager of Quhuo International. (2) The shareholders of Beijing Quhuo include Ms.
As a result of these contractual arrangements, we are considered the primary beneficiary of the VIE and consolidate the VIE as required by Topic 810, Consolidation of Accounting Standards Codification, or the ASC. 42 Table of Contents In the opinion of our PRC counsel, Yuan Tai Law Offices, (1) the ownership structures of WFOE and the VIE in China currently do not result in any violation of the applicable PRC laws or regulations currently in effect; and (2) the contractual arrangements between WFOE, the VIE and its registered shareholders governed by PRC laws and regulations are currently valid and legally binding on each party thereto and enforceable in accordance with the terms thereof, subject, as to enforceability, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally, the discretion of relevant governmental authorities in exercising their authority in connection with the interpretation and implementation thereof, and the application of relevant PRC laws and policies thereto, and to general equity principles.
The term of this agreement is ten years and may be extended at Quhuo Information’s sole discretion until the entire equity interests in the VIE transferred to Quhuo Information or its designee(s). 92 Table of Contents In the opinion of Yuan Tai Law Offices, our PRC legal counsel, the ownership structures of the VIE and Quhuo Information currently do not result in any violation of applicable PRC laws and regulations currently in effect; and the contractual arrangements between Quhuo Information, the VIE and its shareholders governed by PRC law currently are valid and legally binding on each party thereto and enforceable in accordance with the terms thereof, subject as to enforceability to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally, the discretion of relevant governmental authorities in exercising their authority in connection with the interpretation and implementation thereof, and the application of relevant PRC laws and policies thereto, and to general equity principles.
PRC partners are required to hold the majority interests in the joint ventures and approval from MOFCOM and the Ministry of Industry and Information Technology, or MIIT, for the incorporation of the joint ventures and the business operations. Current PRC laws and regulations impose restrictions or prohibitions on foreign ownership and investment in companies that engage in value-added telecommunications services.
PRC partners are required to hold the majority interests in the joint ventures and approval from MOFCOM and the Ministry of Industry and Information Technology, or MIIT, for the incorporation of the joint ventures and the business operations.
However, we have been further advised by our PRC counsel that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations, and there can be no assurance that the PRC government authorities will not take a view contrary to or otherwise different from the opinion of our PRC counsel.
However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. Our PRC legal counsel has also advised us that the PRC regulatory authorities may take a view that is contrary to or otherwise different from the opinion of our PRC legal counsel.
Tongtong Li, holding 25.7264%, 24.9784%, 9.6547%, 38.8250% and 0.8154% of the equity interests of the VIE, respectively. (3) The remaining 30% of the equity interests of Nantong Runda Marketing Planning Co., Ltd. is owned by two independent individuals. (4) The remaining 49% of the equity interests of Jiangxi Youke Automobile Rental Service Co., Ltd. is owned by an independent individual.
Peilin Yu, sister of Mr. Leslie Yu, Mr. Shuyi Yang, Mr. Zhen Ba, Ningbo Maiken Investment Management LLP and Mr. Tongtong Li, holding approximately 25.7264%, 24.9784%, 9.6547%, 38.8250% and 0.8154% of the equity interests of the VIE, respectively. (3) The remaining 30% of the equity interests of Nantong Runda Marketing Planning Co., Ltd. is owned by two independent individuals.
In December 2021, MOFCOM and the NDRC promulgated the Negative List (2021 version) which took effect on January 1, 2022. Pursuant to the Negative List (2021 version), foreign investment in value-added telecommunications services (except for e-commerce, domestic multiparty communication, store and forward service and call center) falls within the Negative List.
The latest version of the Negative List was promulgated on September 6, 2024 and became effective on November 1, 2024, or the Negative List (2024 version). Foreign investment in value-added telecommunications services (except for e-commerce, domestic multiparty communication store and forward service and call center) falls within the Negative List.
If there is any material change of the principal business of the listed company after the overseas offering and listing so that the listed company is no longer required to file with the CSRC, it shall file a specific report and a legal opinion issued by a domestic law firm to the CSRC within three business days after the occurrence thereof. 31 Table of Contents On January 5, 2024, we entered into a purchase agreement with VG Master Fund SPC, or VG, as amended and restated on February 8, 2024, or the Purchase Agreement, pursuant to which VG has committed to purchasing up to US$2,072,070 of the ADSs.
If there is any material change of the principal business of the listed company after the overseas offering and listing so that the listed company is no longer required to file with the CSRC, it shall file a specific report and a legal opinion issued by a domestic law firm to the CSRC within three business days after the occurrence thereof.
SAFE promulgated the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing with such PRC residents or entities’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests.
Offshore investment Under the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or SAFE Circular 37, issued by SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branch prior to contributing assets or equity interests in an offshore special purpose vehicle, or the SPV, which is defined as offshore enterprises directly established or indirectly controlled by PRC residents for investment and financing purposes, with the enterprise assets or interests they hold in China or overseas.
These measures aim to regulate cross-border transfers of data, requiring among other things, that data processors that provide data to overseas apply to CAC for security assessments if: (1) data processors provide important data to overseas; (2) critical information infrastructure operators provide personal information to overseas; (3) data processors (other than critical information infrastructure operators) that have cumulatively provided personal information of more than one million people or sensitive personal information of more than 10,000 people to overseas since January 1 of the previous year, provide personal information to overseas; or (4) other scenarios required by the CAC to apply for security assessments occur.
These measures and provisions provide that, among others, data processors (other than operators of critical information infrastructure) shall apply to competent authorities for security assessment when transferring important data abroad or when, in the case of data processors who have accumulatively provided more than one million personal information or 10,000 sensitive personal information to overseas since January 1 for the previous year, transferring personal information abroad.
On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations.
Risk Factors—Risks Related to Our Corporate Structure—Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.” Foreign Investment Law On March 15, 2019, the National People’s Congress, or the NPC, approved the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations.
The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.
The appropriate level of protection measures is required to be taken for each respective data category. In addition, the Data Security Law provides a national security review procedure for those data activities which affect or may affect national security and imposes export restrictions on certain data and information.
These shareholders may breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have a material adverse effect on our ability to direct the activities of the affiliated entities that most significantly impact their economic performance and receive economic benefits from them.
We have entered into a series of contractual arrangements, through Quhuo Information, with the VIE and its registered shareholders to direct the activities of the affiliated entities that most significantly impact their economic performance, through which we conduct our business.
Our Operations in China and Permissions Required from the PRC Authorities for Our Operations We are a company incorporated in the Cayman Islands, and WFOE, our PRC subsidiary, is a foreign-invested enterprise under PRC laws.
Quhuo Limited is a company registered in the Cayman Islands, and Quhuo Information, its PRC subsidiary, is a foreign-invested enterprise under PRC laws.
On February 13, 2015, SAFE issued Circular on Further Simplifying and Improving the Foreign Currency Management Policy on Direct Investment, or SAFE Circular 13, effective on June 1, 2015, pursuant to which the power to accept SAFE registration was delegated from local SAFE to local qualified banks where the assets or interest in the domestic entity was located.
The Circular on Further Simplifying and Improving the Foreign Currency Management Policy on Direct Investment, or SAFE Circular 13, effective from June 1, 2015, cancels the administrative approvals of foreign exchange registration of direct domestic investment and direct overseas investment and simplifies the procedure of foreign exchange-related registration.
Risks Related to Our Corporate Structure The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations. Current PRC laws and regulations impose certain restrictions on foreign ownership of companies that engage in certain business operations, such as value-added telecommunications services.
Risk Factors-Risks Related to Our Corporate Structure-The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations , which could cause significant disruption to our business operations or our inability to assert contractual control over the assets of the VIE or its subsidiaries and our securities may decline in value or become worthless ,” “ Item 3.
In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its after-tax profits each year, after making up previous years’ accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital.
A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provide otherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset.
SAFE promulgated the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises.
The Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which was promulgated by SAFE and became effective on June 9, 2016, provides that enterprises registered in the PRC may also convert their foreign debts from foreign currency into Renminbi on self-discretionary basis.
If our PRC subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. 45 Table of Contents Under PRC laws and regulations, wholly foreign-owned enterprises in the PRC, such as WFOE, may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards and regulations.
Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations.
Under SAFE Circular 7 and other relevant rules and regulations, PRC residents who participate in stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures.
Under SAFE Circular 7, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of an publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to entrust a qualified domestic agent to register with SAFE through the domestic company, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures.
(5) The remaining 45% of the equity interest of Haikou Chengtu Network Technology Co., Ltd. is owned by three independent third parties. 3 Table of Contents (6) In November 2020, we acquired a 54.22% equity interest in Lailai Information Technology (Shenzhen) Co., Ltd., an on-demand workforce platform that specializes in housekeeping solutions for hotels and B&Bs.
(4) The remaining 49% of the equity interests of Jiangxi Youke Automobile Rental Service Co., Ltd. is owned by an independent individual. 90 Table of Contents (5) The remaining 45% of the equity interest of Haikou Chengtu Network Technology Co., Ltd. is owned by three independent third parties.
In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution, or any other material changes.
An amendment to registration or subsequent filing with the local SAFE branch by such PRC resident is also required if there is any change in basic information of the offshore company or any material change with respect to the capital of the offshore company.
See “—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.” The shareholders of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business, financial condition and results of operations.
Risk Factors-Risks Related to Doing Business in China-Uncertainties with respect to the PRC legal system could adversely affect us .” Financial Support Undertaking Letters We executed a financial support undertaking letter addressed to the VIE, pursuant to which we irrevocably undertake to provide unlimited financial support to the VIE to the extent permissible under the applicable PRC laws and regulations, regardless of whether the VIE has incurred an operational loss.
Removed
ITEM 3. KEY INFORMATION Our Holding Company Structure and Contractual Arrangements with the VIE and Its Individual Shareholders Quhuo Limited, our ultimate Cayman Islands holding company, does not have any substantive operations. Beijing Quhuo Information Technology Co., Ltd., or WFOE, is our wholly-owned PRC subsidiary and a foreign-invested enterprise under PRC laws.
Added
Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—We have limited insurance coverage which could expose us to significant costs and business disruption .” Regulations This section sets forth a summary of the most significant rules and regulations that affect our business and operations in China or Hong Kong.
Removed
A series of contractual agreements, including equity interest pledge agreement, exclusive call option agreement, exclusive business cooperation agreement, power of attorney and financial support undertaking letters, have been entered into by and among our WFOE, the VIE and its shareholders. For more details of these contractual arrangements, see “Item 4. Information on the Company—C.
Added
China Regulations Relating to Foreign Investment Special Management Measures (Negative List) for the Access of Foreign Investment Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalogue of Industries for Foreign Investment, or the Guidance Catalog, which was promulgated and is amended from time to time by the Ministry of Commerce, or MOFCOM, and the National Development and Reform Commission, or the NDRC.
Removed
Bo Liang, the general manager of Quhuo International Trade (HK) Limited, and four other unaffiliated third parties. (2) The shareholders of Beijing Quhuo Technology Co., Ltd., or Beijing Quhuo, include Ms. Peilin Yu, sister of Mr. Leslie Yu, Mr. Shuyi Yang, Mr. Zhen Ba, Ningbo Maiken Investment Management LLP and Mr.
Added
Industries not listed in the catalog are generally deemed as falling into a fourth category “permitted” unless specifically restricted by other PRC laws.
Removed
In January 2022, we acquired the remaining 45.78% equity interest in Lailai. The contractual arrangements may not be as effective as direct ownership in providing us with control over the VIE and we may incur substantial costs to enforce the terms of the arrangements. See “Item 3. Key Information—D.
Added
The Negative List (2024 version) further provides that where a domestic enterprise engaged in the business in the prohibited category seeks to issue and list its shares overseas, it shall complete an examination process and obtain approval from the relevant competent authorities of the State Council. 73 Table of Contents Pursuant to the Provisions on Administration of Foreign-Invested Telecommunications Enterprises promulgated by the State Council in December 2001 and most recently amended in 2022, or the FITE Regulations, the ultimate foreign equity ownership in a value-added telecommunications services provider may not exceed 50% unless otherwise allowed by the competent PRC governmental authorities.
Removed
Risk Factors—Risks Related to Our Corporate Structure—Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business” and “Item 3. Key Information—D.
Added
Moreover, for a foreign investor to acquire any equity interest in a value-added telecommunications business in China, it must obtain approvals from MIIT, which retain considerable discretion in granting approvals. MIIT issued the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, or MIIT Circular, in July 2006.
Removed
Risk Factors—Risks Related to Our Corporate Structure—The shareholders of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business, financial condition and results of operations.” The VIE structure is used to provide contractual exposure to foreign investment in China-based companies where the PRC law prohibits or restricts direct foreign investment in the operating companies.
Added
MIIT Circular reiterated the regulations on foreign investment in telecommunications businesses, which require foreign investors to set up foreign invested enterprises and obtain telecommunications business operating licenses to conduct any value-added telecommunications business in China.
Removed
Neither the investors nor we ourselves have an equity ownership in, direct foreign investment in, or control of, through such ownership or investment, the VIE. Instead, we receive the economic benefits of the VIE’s business operation through a series of contractual agreements with the VIE.
Added
Under MIIT Circular, a domestic company that holds a telecommunications business operating license is prohibited from leasing, transferring or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in China.
Removed
Because of these contractual arrangements, we are the primary beneficiary of the VIE for accounting purposes and able to consolidate the financial results of the VIE with ours only if we meet the conditions for consolidation under U.S. GAAP. However, our contractual arrangements with the VIE are not equivalent of an investment in the VIE.
Added
To comply with PRC laws and regulations, we rely on contractual arrangements with the VIE to operate our business in China. See “Item 3. Key Information—D.
Removed
The VIE structure involves unique risks to investors in the ADSs. Investors in the ADSs are purchasing equity securities of our ultimate Cayman Islands holding company rather than purchasing equity securities of the VIE, and investors in the ADSs may never hold equity interests in the VIE.
Added
The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.
Removed
Our corporate structure is subject to risks associated with our contractual arrangements with the VIE. These contractual arrangements have not been properly tested in a court of law, and the PRC regulatory authorities could disallow our corporate structure at any time.
Added
According to the Foreign Investment Law, the State Council will publish or approve to publish a catalogue for special administrative measures, or the “negative list.” The Foreign Investment Law grants national treatment to foreign invested entities, except for those foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The Foreign Investment Law provides that foreign invested entities shall not operate foreign prohibited industries and foreign invested entities operating in foreign restricted industries shall meet the investment conditions stipulated under the negative list.
Removed
Because of our corporate structure, our Cayman Islands holding company, our WFOE, the VIE and its subsidiaries, and our investors face uncertainty with respect to the interpretation and application of the PRC laws and regulations, including but not limited to the limitation on foreign ownership of internet technology companies, the regulatory review of overseas listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the VIE agreements.
Added
Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.
Removed
These risks may result in a material change in our operations, significant depreciation of the value of our securities, or a complete hindrance of our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D.
Added
In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; mandatory technology transfer is prohibited; and the capital contributions, profits, capital gains, proceeds out of asset disposal, licensing fees of intellectual property rights, indemnity or compensation legally obtained, or proceeds received upon settlement by foreign investors within China, may be freely remitted inward and outward in RMB or a foreign currency.
Removed
Risk Factors—Risks Related to Doing Business in China” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” for details.
Added
On December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law which came into effect on January 1, 2020.
Removed
If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations, and our ability to treat the VIE as the consolidated affiliated entities under U.S.
Added
It further requires that foreign-invested enterprises and domestic enterprises shall be treated equally with respect to policy making and implementation. 74 Table of Contents According to the Foreign Investment Law, foreign investors or foreign-invested enterprises shall submit investment information to the competent commerce departments.
Removed
GAAP may be restricted. Our holding company, our PRC subsidiary, the VIE, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, our ability to develop e-commerce business through the VIE and the prospect of our company.
Added
On December 30, 2019, MOFCOM and the State Administration for Market Regulation, or SAMR, jointly issued the Measures for Reporting of Foreign Investment Information, or the Foreign Investment Information Measures, which came into effect on January 1, 2020 and replaced the Interim Administrative Measures for the Record-filing of the Establishment and Modification of Foreign-invested Enterprises.
Removed
We do not have any substantive business operations on our own, and we conduct our business in China through Beijing Quhuo, the VIE, and its subsidiaries in China, and may in the future commence or acquire businesses that are subject to the restrictions with respect to value-added telecommunications services as set out in the Negative List (2021 Version) promulgated by the Ministry of Commerce, or MOFCOM, and the National Development and Reform Commission, or the NDRC. 4 Table of Contents We and the VIE face various legal and operational risks and uncertainties related to being based in and having significant operations in China.
Added
Starting from January 1, 2020, for foreign investors carrying out investment activities directly or indirectly in the PRC, foreign investors or foreign-invested enterprises shall submit investment information through the Enterprise Registration System and the National Enterprise Credit Information Publicity System operated by SAMR.
Removed
The PRC government has significant authority to exert influence on the ability of a China-based company, such as us and the affiliated entities, to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges.
Added
Foreign investors or foreign-invested enterprises shall disclose their investment information by submitting reports for their establishments, modifications and cancellations and their annual reports in accordance with the Foreign Investment Information Measures.
Removed
For example, we and the affiliated entities face risks associated with regulatory approvals of offshore offerings, oversight on cybersecurity and data privacy, as well as the historical lack of inspection on our auditors by the U.S. Public Company Accounting Oversight Board, or the PCAOB.
Added
If a foreign-invested enterprise investing in the PRC has submitted reports for its establishment, modification and cancellation, as well as its annual reports, the relevant information will be shared by the competent market regulation department with the competent commercial department, and such foreign-invested enterprise is not required to submit the reports separately.
Removed
Such risks could result in a material change in our operations and/or the value of the ADSs or could significantly limit or completely hinder our ability to offer ADSs and/or other securities to investors and cause the value of such securities to significantly decline or be worthless.
Added
Licenses, Permits and Filings The PRC government extensively regulates the telecommunications industry, including the internet sector.
Removed
The PRC government also has significant discretion over the conduct of the business of us and the affiliated entities and may intervene with or influence our operations or the development of the value-added telecommunications service industry as it deems appropriate to further regulatory, political and societal goals.
Added
The State Council, MIIT, MOFCOM, the State Administration for Market Regulation, or the SAMR, the former State Administration of Press, Publication, Radio, Film and Television (which has been replaced by the State Administration of Radio and Television), the former China Banking Regulatory Commission, or the CBRC, and other relevant government authorities have promulgated an extensive regulatory scheme governing telecommunications.
Removed
Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and foreign investment in China-based companies like us.
Added
New laws and regulations may be adopted from time to time that will require us to obtain additional licenses and permits in addition to those that we currently have and will require us to address new issues that arise from time to time.
Removed
Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. For further details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” and “Item 3. Key Information—D.
Added
In addition, substantial uncertainties exist regarding the interpretation and implementation of current and any future PRC laws and regulations applicable to the telecommunications.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

33 edited+236 added−326 removed1 unchanged
On April 22, 2009, SAT issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the De Facto Standards of Organizational Management, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
In 2009, the State Administration of Taxation, or SAT, issued the Circular of the State Administration of Taxation on Issues Relating to Identification of PRC-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the De Facto Standards of Organizational Management, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China.
We conduct our business in China through Beijing Quhuo, the VIE, and its subsidiaries, or collectively the affiliated entities, in China, and may in the future commence or acquire businesses that are subject to the restrictions with respect to value-added telecommunications services.
We conduct our business in China through the VIE and its subsidiaries, or collectively the affiliated entities, in China, and may in the future commence or acquire businesses that are subject to the restrictions with respect to value-added telecommunications services.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (1) the primary location of the day-to-day operational management is in the PRC; (2) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (3) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (4) at least 50% of voting board members or senior executives habitually reside in the PRC.
According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (1) the primary location of the day-to-day operational management is in the PRC; (2) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (3) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (4) at least 50% of voting board members or senior executives habitually reside in the PRC. 46 Table of Contents We believe none of our entities outside of China is a PRC resident enterprise for PRC tax purposes.
The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China.
The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments.
Through the VIE agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their respective equity interest in the VIE to us, which enabled us to direct the activities of the VIE that most significantly impact its economic performance, and we, through our WFOE, have the right to receive economic benefits from the VIE that could potentially be significant to the VIE and have the obligation to absorb losses of the VIE that could potentially be significant to the VIE.
Through the VIE agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their respective equity interest in the VIE to us, which enabled us to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and we, through Quhuo Information, have the right to receive economic benefits from the VIE that could potentially be significant to the VIE and have the obligation to absorb losses of the VIE that could potentially be significant to the VIE.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises.
Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, but not to those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises.
The Data Security Law introduces a data classification and hierarchical protection system based on the level of importance of the data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used.
The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.
Risk Factors—Risks Related to Our Corporate Structure—Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Enterprise Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition, results of operations and prospects” and “Item 3. Key Information—D.
Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Enterprise Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition, results of operations and prospects.
In the opinion of Yuan Tai Law Offices, our PRC legal counsel, the ownership structures of the VIE and WFOE currently do not result in any violation of applicable PRC laws and regulations currently in effect; and the contractual arrangements between WFOE, the VIE and its shareholders governed by PRC law currently are valid and legally binding on each party thereto and enforceable in accordance with the terms thereof, subject as to enforceability to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally, the discretion of relevant governmental authorities in exercising their authority in connection with the interpretation and implementation thereof, and the application of relevant PRC laws and policies thereto, and to general equity principles. 82 Table of Contents However, our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules.
As a result of these contractual arrangements, we are considered the primary beneficiary of the VIE and consolidate the VIE as required by Topic 810, Consolidation of Accounting Standards Codification, or the ASC. 50 Table of Contents In the opinion of our PRC counsel, Yuan Tai Law Offices, (1) the ownership structures of Quhuo Information and the VIE in China currently do not result in any violation of the applicable PRC laws or regulations currently in effect; and (2) the contractual arrangements between Quhuo Information, the VIE and its shareholders governed by PRC laws and regulations are currently valid and legally binding on each party thereto and enforceable in accordance with the terms thereof, subject, as to enforceability, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally, the discretion of relevant governmental authorities in exercising their authority in connection with the interpretation and implementation thereof, and the application of relevant PRC laws and policies thereto, and to general equity principles.
In addition, in December 2021, MOFCOM and the NDRC promulgated the Special Management Measures (Negative List) for the Access of Foreign Investment, or the Negative List (2021 version), which became effective on January 1, 2021 to amend the Guidance Catalog.
In June 2019, MOFCOM and the NDRC promulgated the Special Management Measures (Negative List) for the Access of Foreign Investment, or the Negative List (2019 version), which became effective on July 30, 2019, in order to amend the Guidance Catalogue of Industries for Foreign Investment.
Employee stock incentive plan SAFE promulgated the Notice of Issues Related to the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Listed Company, or SAFE Circular 7, on February 15, 2012.
In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly-Listed Companies, or SAFE Circular 7.
Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations.
Under PRC laws and regulations, enterprises in the PRC, such as Quhuo Information, may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards and regulations.
PRC partners are required to hold the majority interests in the joint ventures and approval from MOFCOM and the Ministry of Industry and Information Technology, or MIIT, for the incorporation of the joint ventures and the business operations.
PRC partners are required to hold the majority interests in the joint ventures and approval from MOFCOM and the Ministry of Industry and Information Technology, or MIIT, for the incorporation of the joint ventures and the business operations. Current PRC laws and regulations impose restrictions or prohibitions on foreign ownership and investment in companies that engage in value-added telecommunications services.
Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes. 75 Table of Contents On October 17, 2017, SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017.
On October 17, 2017, SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017. SAT Bulletin 37 further clarifies the practice and procedure of the withholding of nonresident enterprise income tax.
Foreign investment in value-added telecommunications services (except for e-commerce, domestic multiparty communication store and forward service and call center) falls within the Negative List. As a result, foreign investors can only conduct investment activities through equity or contractual joint ventures with certain shareholding requirements and approvals from competent authorities.
As a result, foreign investors can only conduct investment activities through equity or contractual joint ventures with certain shareholding requirements and approvals from competent authorities.
These measures and provisions provide that, among others, data processors (other than operators of critical information infrastructure) shall apply to competent authorities for security assessment when transferring important data abroad or when, in the case of data processors who have accumulatively provided more than one million personal information or 10,000 sensitive personal information to overseas since January 1 for the previous year, transferring personal information abroad.
These measures aim to regulate cross-border transfers of data, requiring among other things, that data processors that provide data to overseas apply to CAC for security assessments if: (1) data processors provide important data to overseas; (2) critical information infrastructure operators provide personal information to overseas; (3) data processors (other than critical information infrastructure operators) that have cumulatively provided personal information of more than one million people or sensitive personal information of more than 10,000 people to overseas since January 1 of the previous year, provide personal information to overseas; or (4) other scenarios required by the CAC to apply for security assessments occur.
On February 3, 2015, SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Bulletin 7.
We face uncertainties regarding the reporting on and consequences of previous private equity financing transactions involving the transfer and exchange of shares in our company by non-resident investors. In February 2015, SAT issued the Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or SAT Bulletin 7.
Risk Factors—Risks Related to Our Corporate Structure—Any failure by the VIE or its shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business.” Foreign Investment Law On March 15, 2019, the National People’s Congress, or the NPC, approved the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations.
On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations.
We have entered into a series of contractual arrangements, through WFOE, with the VIE and its registered shareholders to direct the activities of the affiliated entities that most significantly impact their economic performance, through which we commence our business.
These shareholders may breach, or cause the VIE to breach, or refuse to renew, the existing contractual arrangements we have with them and the VIE, which would have a material adverse effect on our ability to direct the activities of the affiliated entities that most significantly impact their economic performance and receive economic benefits from them.
The appropriate level of protection measures is required to be taken for each respective data category. In addition, the Data Security Law provides a national security review procedure for those data activities which affect or may affect national security and imposes export restrictions on certain data and information.
The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data an information.
Pursuant to the Circular on Further Promoting the Cross-border Trade and Investment Facilitation, or SAFE Circular 28, which was promulgated by SAFE on October 23, 2019, non-investment foreign-invested companies are allowed to conduct domestic equity investment with settled capital from foreign exchange if such investment projects are true and compliant and do not otherwise violate the existing Special Management Measures (Negative List) for the Access of Foreign Investment. 77 Table of Contents Offshore investment Under the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or SAFE Circular 37, issued by SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branch prior to contributing assets or equity interests in an offshore special purpose vehicle, or the SPV, which is defined as offshore enterprises directly established or indirectly controlled by PRC residents for investment and financing purposes, with the enterprise assets or interests they hold in China or overseas.
Although SAFE promulgated in 2019 the Circular on Further Promoting the Cross-border Trade and Investment Facilitation, or SAFE Circular 28, pursuant to which non-investment foreign-invested companies are allowed to conduct domestic equity investment with settled capital from foreign exchange if such investment projects are true and compliant and do not otherwise violate the existing Special Management Measures (Negative List) for the Access of Foreign Investment, it is unclear whether SAFE will permit such capital to be used for equity investments in China in actual practice.
Risk Factors—Risks Related to Our Corporate Structure—The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations,” “Item 3. Key Information—D.
Risks Related to Our Corporate Structure The PRC government may find that the contractual arrangements that establish our corporate structure for operating our business do not comply with applicable PRC laws and regulations, which could cause significant disruption to our business operations or our inability to assert contractual control over the assets of the VIE or its subsidiaries and our securities may decline in value or become worthless.
The Circular on Further Simplifying and Improving the Foreign Currency Management Policy on Direct Investment, or SAFE Circular 13, effective from June 1, 2015, cancels the administrative approvals of foreign exchange registration of direct domestic investment and direct overseas investment and simplifies the procedure of foreign exchange-related registration.
On February 13, 2015, SAFE issued Circular on Further Simplifying and Improving the Foreign Currency Management Policy on Direct Investment, or SAFE Circular 13, effective on June 1, 2015, pursuant to which the power to accept SAFE registration was delegated from local SAFE to local qualified banks where the assets or interest in the domestic entity was located.
Regulations Relating to Overseas Listing On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which became effective on March 31, 2023.
On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives Administration released the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which became effective on March 31, 2023.
A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provide otherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset.
In addition, such enterprise is required to set aside at least 10% of its after-tax profits each year, after making up previous years’ accumulated losses, if any, to fund certain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital.
The Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, which was promulgated by SAFE and became effective on June 9, 2016, provides that enterprises registered in the PRC may also convert their foreign debts from foreign currency into Renminbi on self-discretionary basis.
SAFE promulgated the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective on June 9, 2016, which reiterates some of the rules set forth in SAFE Circular 19, but changes the prohibition against using RMB capital converted from foreign currency denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-associated enterprises.
Furthermore, the Data Outbound Transfer Security Assessment Measures, or the Security Assessment Measures, was promulgated by the CAC on July 7, 2022 and came into effect from September 1, 2022. On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating Cross-Border Data Flows which optimizes and adjusts the outbound data transfer system.
On March 22, 2024, the CAC promulgated the Provisions on Facilitating and Regulating Cross-Border Data Flows.
Under SAFE Circular 7, employees, directors, supervisors, and other senior management who participate in any stock incentive plan of an publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to entrust a qualified domestic agent to register with SAFE through the domestic company, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures.
Under SAFE Circular 7 and other relevant rules and regulations, PRC residents who participate in stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures.
On May 18, 2022, we received a notification letter from Nasdaq that we failed to comply with Rule 5250(c)(1) of the Nasdaq Listing Rules since we had not yet filed our annual report on Form 20-F for the fiscal year ended December 31, 2021.
For this reason, we were not identified as a “Commission-identified issuer” under the HFCAA since we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022.
In November 2016, the SCNPC promulgated the Cyber Security Law of the PRC, or the Cyber Security Law, which became effective on June 1, 2017.
On November 7, 2016, the Standing Committee of the National People’s Congress of the PRC, or the SCNPC, issued the Cyber Security Law, which imposes more stringent requirements on operators of “critical information infrastructure,” especially in data storage and cross-border data transfer. On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which became effective in September 2021.
An amendment to registration or subsequent filing with the local SAFE branch by such PRC resident is also required if there is any change in basic information of the offshore company or any material change with respect to the capital of the offshore company.
In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution, or any other material changes.
PRC Hainan Quxing Holdings Co., Ltd. PRC ​ Our Contractual Arrangements Current PRC laws and regulations impose restrictions or prohibitions on foreign ownership and investment in companies that engage in value-added telecommunications services. We are a company registered in the Cayman Islands, and WFOE, our PRC subsidiary, is a foreign-invested enterprise under PRC laws.
Current PRC laws and regulations impose certain restrictions on foreign ownership of companies that engage in certain business operations, such as value-added telecommunications services.
Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.” Financial Support Undertaking Letters We executed a financial support undertaking letter addressed to the VIE, pursuant to which we irrevocably undertake to provide unlimited financial support to the VIE to the extent permissible under the applicable PRC laws and regulations, regardless of whether the VIE has incurred an operational loss.
See “— Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us .” The shareholders of the VIE may have actual or potential conflicts of interest with us, which may materially and adversely affect our business, financial condition and results of operations.
Removed
ITEM 4. INFORMATION ON THE COMPANY A. History and development of the company We are an exempted company with limited liability incorporated in the Cayman Islands in June 2019 and a holding company of our group. We commenced operations through Beijing Quhuo Technology Co., Ltd., or Beijing Quhuo, in 2012.
Added
Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Relating to Internet Information Security and Privacy Protection ” in this annual report. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the shares offered.
Removed
In June 2019, our founders, through their respective controlled entities, incorporated Quhuo Limited in the Cayman Islands as our listing entity and holding company with no material operations of its own.
Added
Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur.
Removed
From June 2019 to July 2019, we incorporated various subsidiaries, including Quhuo Investment Limited, Quhuo Technology Investment (Hong Kong) Limited and Beijing Quhuo Information Technology Co., Ltd., or WFOE, all of which are investment holding companies.
Added
In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver.
Removed
In August 2019, we gained control and became the sole beneficiary of Beijing Quhuo, or the VIE, through a series of contractual arrangements between WFOE, the VIE and the VIE’s registered shareholders. In August 2019, Quhuo Limited issued preferred shares to the VIE’s existing investors to reflect their respective equity interests in the VIE prior to the restructuring.
Added
Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.
Removed
In July 2020, we completed an initial public offering of 3,788,100 ADSs, raising approximately US$32.5 million in net proceeds after deducting underwriting commissions and the offering expenses payable by us.
Added
Furthermore, if we had inadvertently concluded that any approvals, permits, registrations or filings were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approval, permits, registrations or filings in the future, we and the VIE may be unable to obtain such necessary approvals, permits, registrations or filings in a timely manner.
Removed
In November 2020, we acquired a 54.22% equity interest in Lailai Information Technology (Shenzhen) Co., Ltd., or Lailai, an on-demand workforce platform that specializes in housekeeping solutions for hotels and B&Bs, for a consideration in the form of cash and our company’s securities, in which the cash consideration had been paid.
Added
Any such circumstance may subject us to fines and other regulatory, civil or criminal liabilities, and we may be ordered by the PRC government authorities to suspend relevant operations, which will materially and adversely affect our business operation.
Removed
In January 2022, we acquired the remaining 45.78% equity interest in Lailai for a consideration in the form of our company’s securities. We have issued the consideration securities for the acquisition.
Added
We may also be subject to regular inspections, examinations, inquiries or audits by regulatory authorities, and an adverse outcome of such inspections, examinations, inquiries or audits may result in the loss or non-renewal of the relevant licenses and approvals.
Removed
Effective on August 12, 2022, we changed the ratio of the ADSs to Class A ordinary shares from the then ADS ratio of one ADS to one Class A ordinary share to a new ADS ratio of one ADS representing ten Class A ordinary shares.
Added
Moreover, the criteria used in reviewing applications for, or renewals of licenses and approvals may change from time to time, and there can be no assurance that we will be able to meet new criteria that may be imposed to obtain or renew the necessary licenses and approvals.
Removed
On January 5, 2024, we entered into the Purchase Agreement with VG, as amended and restated on February 8, 2024, pursuant to which VG has committed to purchasing up to US$2,072,070 of the ADSs.
Added
Many of such licenses and approvals are material to the operation of our business, and if we fail to maintain or renew material licenses and approvals, our ability to conduct our business could be materially impaired. ​ 37 Table of Contents We did not complete the registration with NDRC timely for the issuance of the Convertible Notes and may be subject to regulatory actions.
Removed
The ADSs may be sold by us under the Purchase Agreement to VG at our discretion from time to time over a period, subject to the satisfaction of certain conditions set forth in the Purchase Agreement.
Added
According to the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises which was issued by the NDRC and came into effect as from February 10, 2023, debt instruments (including convertible securities) borrowed from abroad with a maturity of more than one year issued by PRC domestic companies or foreign enterprises or branches under control of PRC domestic companies shall complete the NDRC Foreign Debt Registration before borrowing such foreign debts.
Removed
The purchase price for the ADSs that we may sell to VG under the Purchase Agreement will fluctuate based on the trading price of the ADSs on Nasdaq. In addition, as a fee for VG's commitment to purchasing the ADSs under the Purchase Agreement, we will issue a certain number of Commitment Shares to VG.
Added
As of the date of this annual report, the NDRC Foreign Debt Registration was not completed.
Removed
The amount of Commitment Shares to be issued to VG shall equal 0.5% of the aggregate maximum amount, as defined in the Purchase Agreement, divided by the closing price of the ADSs on the business day prior to the date of the execution of the Purchase Agreement.
Added
According to the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises, borrowing medium and long-term foreign debts without due registration with NDRC, the enterprise and its principal person in charge may be summoned by NDRC for regulatory interviews, and may be subject to public warnings and other disciplinary measures.
Removed
On March 21, 2024, we directed VG, by a written notice, or the First Purchase Notice, to purchase US$2,072,070 of ADSs, and we initially offered and sold 2,140,568 ADSs in connection with that offering, which was closed on March 27, 2024.
Added
Additionally, relevant departments and financial institutions may refuse to process the enterprise’s subsequent cross-border fund receipts, payments, and foreign exchange transactions. Therefore, failure to complete the NDRC Foreign Debt Registration may impact our ability to manage cross-border funds, including receipts, payments, foreign exchange, and use.
Removed
The proceeds we received from VG for the sale of the ADSs pursuant to the First Purchase Notice were US$1,027,472.64, as calculated based on the eighty percent (80)% of the closing price of the ADSs as reported on Nasdaq on March 26, 2024.
Added
However, in the opinion of our PRC counsel, Yuan Tai Law Offices, as of the date of this annual report, because the Convertible Notes have been fully converted within one year of issuance, it is unlikely the NDRC will take regulatory actions against the Company.
Removed
After the closing of the offer and sales of ADSs with respect to the First Purchase Notice, there remains US$1,044,597.36 of ADSs under the Purchase Agreement, which we may direct VG to purchase.
Added
However, there is no assurance that the NDRC will not take a view that is contrary to our PRC counsel’s. Substantial uncertainties exist with respect to the interpretation and implementation of cybersecurity related regulations and cybersecurity review as well as any impact these may have on our business operations.
Removed
On March 27, 2024, we directed VG, by a written notice, or the Second Purchase Notice, to purchase 2,000,000 ADSs, which was closed on March 29, 2024, and VG has notified us it will immediately resell the ADSs to investors that it has procured.
Added
The cybersecurity legal regime in China is relatively new and evolving rapidly, and their interpretation and enforcement involve significant uncertainties. As a result, it may be difficult to determine what actions or omissions may be deemed to be in violations of applicable laws and regulations in certain circumstances.
Removed
The proceeds we received from VG for the sale of the ADSs pursuant to the Second Purchase Notice were US$950,560, as calculated based on the eighty percent (80%) of the closing price of the ADSs as reported on Nasdaq on March 28, 2024. 57 Table of Contents On February 19, 2024, we held our 2023 annual general meeting of shareholders, through which the shareholders have passed the resolutions approving, among others, (1) the increase of the Company’s authorized share capital from US$50,000 divided into 500,000,000 shares comprising of (i) 300,000,000 Class A Ordinary Shares, (ii) 6,296,630 Class B Ordinary Shares, and (iii) 193,703,370 shares of such class (or classes) as the Board may determine in accordance with the Company’s memorandum and articles of association (“Undesignated Shares”) to US$500,000 divided into 5,000,000,000 shares comprising of (i) 3,000,000,000 Class A Ordinary Shares, (ii) 6,296,630 Class B Ordinary Shares, and (iii) 1,993,703,370 Undesignated Shares, by the creation of 2,700,000,000 Class A Ordinary Shares and 1,800,000,000 Undesignated Shares; (2) the increase of the voting power of the Class B Ordinary Shares from fifteen (15) votes for each Class B Ordinary Share to four hundred and eighty (480) votes for each Class B Ordinary Share; and (3) the approval and adoption of the Third Amended and Restated Memorandum and Articles of Association with immediate effect in substitution for and to the exclusion of the Second Amended and Restated Memorandum and Articles of Associate of the Company then in effect.
Added
Network operators in China are subject to numerous laws and regulations, and have the obligations to, among others, (1) establish internal security management systems that meet the requirements of the classified protection system for cybersecurity, (2) implement technical measures to monitor and record network operation status and cybersecurity incidents, (3) implement data security measures such as data classification, backups and encryption, and (4) submit for cybersecurity review under certain circumstances.
Removed
Our principal executive offices are located at 3F, Building A, Xin'anmen, No. 1 South Bank, Huihe South Street, Chaoyang District, Beijing, People’s Republic of China. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
Added
Furthermore, along with the promulgation of the Opinions on Strictly Cracking Down Illegal Securities Activities in accordance with the Law, overseas-listed China-based companies are experiencing a heightened scrutiny over their compliance with laws and regulations regarding data security, cross-border data flow and management of confidential information from PRC regulatory authorities.
Removed
The telephone number of our principal executive office is (+86-10) 8576 5328. Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our main website is www.quhuo.cn. The information contained on our website is not a part of this annual report.
Added
On July 30, 2021, the State Council of the PRC promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures.
Removed
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168. The SEC maintains an Internet site, http://www.sec/gov, which contains reports, proxy and information statements, and other information regarding us. We also maintain an Internet site, http://ir.quhuo.cn/, for investors’ information.
Added
The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.
Removed
Nasdaq Listing Standards Compliance On March 1, 2022, we received a notice from Nasdaq that we had failed to comply with the minimum closing bid price requirement set forth in Rule 5450(a)(1) of the Nasdaq Listing Rules. The Nasdaq notification letter did not result in the immediate delisting of our securities.
Added
As of the date of this annual report, no detailed rules or implementation have been issued by any Protection Departments and we have not been informed that we are identified as a critical information infrastructure operator by any governmental authorities. ​ 38 Table of Contents On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which became effective in November 2021.
Removed
Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, we had a compliance period of 180 calendar days, or until August 29, 2022, to regain compliance with Nasdaq’s minimum bid price requirement.
Added
As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (1) an individual’s consent shall be obtained to use personal information, and an individual’s separate consent shall be obtained to process sensitive personal information, such as biometric characteristics and individual location tracking, (2) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (3) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.
Removed
On August 29, 2022, we received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market, informing us that we had regained compliance with the Nasdaq Listing Rule 5450(a)(1), since the closing bid price of the ADSs had been at $1.00 per ADS or greater for 10 consecutive business days from August 12 through August 26, 2022.
Added
On November 14, 2021, the CAC published for public comment the Regulations on Network Data Security Management (Draft for Comments), or the Draft Network Data Security Regulations, which provides that data processors conducting the following activities shall apply for cybersecurity review: (1) merger, reorganization or division of internet platform operators that have acquired a large number of data resources related to national security, economic development or public interests affects or may affect national security; (2) listing abroad of data processors processing over one million users’ personal information; (3) listing in Hong Kong which affects or may affect national security; or (4) other data processing activities that affect or may affect national security.
Removed
The delay in filing our annual report for the fiscal year ended December 31, 2021 resulted from our failure to compile all the information necessary to complete our annual financial statements.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

74 edited+16 added−65 removed39 unchanged
Different industry customers may use different formulas to calculate such adjustments, which may change from time to time in line with their specific requirement and assessment of our services. Mobility service solutions Our mobility service solutions comprise ride-hailing solutions, shared-bike maintenance solutions, freight service solutions and vehicle export solutions.
Different industry customers may use different formulas to calculate such adjustments, which may change from time to time in line with their specific requirement and assessment of our services. Mobility service solutions Our mobility service solutions comprise ride-hailing solutions, shared-bike maintenance solutions, vehicle export solutions and freight service solutions.
Beijing Quhuo, a subsidiary of the VIE, was recognized as high and new technology enterprise, or the HNTE, in 2020 and renewed in 2023, and thus is eligible for a preferential tax rate of 15% from 2020 to 2025.
Beijing Quhuo, a subsidiary of the VIE, was recognized as a high and new technology enterprise, or the HNTE, in 2020 and renewed in 2023, and thus is eligible for a preferential tax rate of 15% from 2020 to 2025.
Our continued growth depends in part on our ability to cost-effectively attract, retain and manage workers on our platform, especially our ability to cultivate a flexible workforce and deploy the same workers across different industry settings by having them serve multiple roles offered on our platform to optimize our operational cost.
Our continued growth depends in part on our ability to cost-effectively attract, retain and manage workers on our platform, especially our ability to cultivate a flexible workforce and deploy the same workers across different industry settings by having them serve multiple roles offered on our platform to optimize our operational costs.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report. This report contains forward-looking statements.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and related notes included in this annual report. This report contains forward-looking statements.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or the ADSs holders.” 91 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the years indicated.
Risk Factors—Risks Related to Doing Business in China—If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders or the ADSs holders. ” 101 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations for the years indicated.
Specific Factors Affecting Our Results of Operations While our business is influenced by general factors affecting the gig economy and on-demand consumer service market in China generally, our results of operations are also directly affected by certain company specific factors, including the following major factors: Our ability to grow on-demand delivery solutions We currently generate substantially all of our revenues from on-demand delivery solutions, and our ability to grow these solutions is critical to our results of operations and financial condition.
Specific Factors Affecting Our Results of Operations While our business is influenced by general factors affecting the gig economy and on-demand consumer service market in China generally, our results of operations are also directly affected by certain company specific factors, including the following major factors: Our ability to grow on-demand delivery solutions We currently generate nearly all of our revenues from on-demand delivery solutions, and our ability to grow these solutions is critical to our results of operations and financial condition.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%, which could result in unfavorable tax consequences to us and our non-PRC shareholders. See “Item 3.
If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the EIT Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%, which could result in unfavorable tax consequences to us and our non-PRC shareholders.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise.
Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise.
In 2023, Quhuo International, a new subsidiary, qualified for the requirements of two-tiered tax rates, and its first two million HK dollar of annual profit tax was eligible for 8.25% reduction and profits above will be subject to the tax rate of 16.5%.
In 2023, Quhuo International qualified for the requirements of two-tiered tax rates, and its first two million HK dollars of annual profit tax was eligible for a 8.25% reduction and profits above will be subject to a tax rate of 16.5%.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the 2023 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for 2024 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition. 108 Table of Contents E.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us. C. Research and Development, Patents and Licenses, etc. See “ Item 4. Information on the Company—B. Business Overview—Technology ” and “ Item 4. Information on the Company—B.
Goodwill impairment We recorded goodwill impairment of RMB52.0 million and RMB4.9 million in 2021 and 2022, respectively, which was primarily related to the businesses we acquired and the reduced service scope of our shared-bike maintenance solutions. We did not record goodwill impairment in 2023.
Goodwill impairment We recorded goodwill impairment of RMB4.9 million in 2022, which was primarily related to the businesses we acquired and the reduced service scope of our shared-bike maintenance solutions. We did not record goodwill impairment in 2023 and 2024.
Material Cash Requirements Our material cash requirements as of December 31, 2023 and any subsequent interim period primarily include working capital needs, capital expenditures, operating lease obligations, and long-term and short-term debt. Our capital expenditures were RMB9.3 million, RMB4.7 million and RMB0.1 million (US$0.02 million) in 2021, 2022 and 2023, respectively.
Material Cash Requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include working capital needs, capital expenditures, operating lease obligations, and long-term and short-term debt. Our capital expenditures were approximately RMB4.7 million, RMB0.1 million, and RMB0.9 million (US$0.1 million) in 2022, 2023 and 2024, respectively.
Our general and administrative expenses consist primarily of (1) salaries and benefits for our operational staff, (2) professional service fees, (3) share-based compensation expenses and (4) office expenses. 89 Table of Contents Research and development expenses We recorded research and development expenses of RMB20.1 million, RMB12.5 million and RMB12.4 million (US$1.7 million) in 2021, 2022 and 2023, respectively.
Our general and administrative expenses consist primarily of (1) salaries and benefits for our operational staff, (2) professional service fees, (3) share-based compensation expenses and (4) office expenses. Research and development expenses We recorded research and development expenses of RMB12.5 million, RMB12.4 million and RMB10.7 million (US$1.5 million) in 2022, 2023 and 2024, respectively.
We exported approximately 1,900 units of new energy vehicles and electric mopeds from China as of December 31, 2023. ● Revenues from housekeeping and accommodation solutions and other services decreased by 24.2% from RMB73.6 million in 2022 to RMB55.7 million (US$7.9 million) in 2023, primarily due to transition of our business model for our hotel services. 92 Table of Contents Cost of revenues Our cost of revenues decreased by 0.9% from RMB3,567.7 million in 2022 to RMB3,535.8 million (US$498.0 million) in 2023, primarily due to the following reasons. ● Service fees paid to workers and team leaders decreased by 5.0% from RMB3,187.6 million in 2022 to RMB3,029.8 million (US$426.7 million) in 2023, generally in line with the decrease in revenue from on-demand delivery solutions. ● Vehicle export expenses were RMB151.9 million (US$21.4 million) in 2023, primarily relating to our commencement of vehicle export solutions in 2023. ● Hiring expenses increased by 13.9% from RMB137.1 million in 2022 to RMB118.0 million (US$16.6 million) in 2023, primarily relating to improved retention rate of workers on our platform. ● Office and equipment expenses increased by 4.4% from RMB88.3 million in 2022 to RMB92.2 million (US$13.0 million) in 2023, primarily due to the increase in our procurement of riders’ equipment in anticipation of the increase in demand for our solutions. ● Insurance expenses decreased by 5.9% from RMB88.7 million in 2022 to RMB83.4 million (US$11.7 million) in 2023, primarily due to the decrease in the number of traffic accidents involving workers on our platform. ● Freight service costs decreased by 44.5% from RMB27.3 million in 2022 to RMB15.1 million (US$2.1 million) in 2023, in line with the decrease in our revenue from freight services. ● Car rental and maintenance expenses increased by 35.2% from RMB10.2 million in 2022 to RMB13.8 million (US$1.9 million) in 2023, primarily due to the increase in the number of vehicles purchased by us in 2023. ● Platform commissions increased significantly from RMB1.4 million in 2022 to RMB5.2 million (US$0.7 million) in 2023, primarily due to the increase in commissions paid to aggregation platforms to acquire web traffic as a result of the surge in customer demand following the COVID-19 pandemic.
Cost of revenues Our cost of revenues decreased by 0.9% from RMB3,567.7 million in 2022 to RMB3,535.8 million (US$498.0 million) in 2023, primarily due to the following reasons. ● Service fees paid to workers and team leaders decreased by 5.0% from RMB3,187.6 million in 2022 to RMB3,029.8 million (US$426.7 million) in 2023, generally in line with the decrease in revenue from on-demand delivery solutions. ● Vehicle export expenses were RMB151.9 million (US$21.4 million) in 2023, primarily relating to our commencement of vehicle export solutions in 2023. ● Hiring expenses increased by 13.9% from RMB137.1 million in 2022 to RMB118.0 million (US$16.6 million) in 2023, primarily relating to improved retention rate of workers on our platform. ● Office and equipment expenses increased by 4.4% from RMB88.3 million in 2022 to RMB92.2 million (US$13.0 million) in 2023, primarily due to the increase in our procurement of riders’ equipment in anticipation of the increase in demand for our solutions. ● Insurance expenses decreased by 5.9% from RMB88.7 million in 2022 to RMB83.4 million (US$11.7 million) in 2023, primarily due to the decrease in the number of traffic accidents involving workers on our platform. ● Freight service costs decreased by 44.5% from RMB27.3 million in 2022 to RMB15.1 million (US$2.1 million) in 2023, in line with the decrease in our revenue from freight services. 104 Table of Contents ● Car rental and maintenance expenses increased by 35.2% from RMB10.2 million in 2022 to RMB13.8 million (US$1.9 million) in 2023, primarily due to the increase in the number of vehicles purchased by us in 2023. ● Platform commissions increased significantly from RMB1.4 million in 2022 to RMB5.2 million (US$0.7 million) in 2023, primarily due to the increase in commissions paid to aggregation platforms to acquire web traffic as a result of the surge in customer demand following the COVID-19 pandemic.
Our revenues generated from mobility service solutions were RMB110.2 million, RMB108.1 million and RMB233.8 million (US$32.9 million) in 2021, 2022 and 2023, respectively. For shared-bike maintenance solutions, we derive revenue from service fees paid by bike-sharing companies based on service hours and/or the number of shared-bikes we transported and identified as malfunctioned.
Our revenues generated from mobility solutions were RMB108.1 million, RMB233.8 million and RMB175.1 million (US$24.0 million) in 2022, 2023 and 2024, respectively. For shared-bike maintenance solutions, we derive revenue from service fees paid by bike-sharing companies based on service hours and/or the number of shared-bikes we transported and identified as malfunctioned.
For ride-hailing solutions, we primarily derived revenue from rental fees under our car leasing agreements with drivers. For freight service solutions, we derive revenue from service fees paid by industry customers based on the number of transportation orders we fulfilled.
For ride-hailing solutions, we primarily derived revenue from rental fees under our car leasing agreements with drivers. For vehicle export solutions, we derive revenue from selling vehicles under our sales contracts with clients. For freight service solutions, we derive revenue from service fees paid by industry customers based on the number of transportation orders we fulfilled.
British Virgin Islands Our wholly-owned subsidiary in the British Virgin Islands, Quhuo Investment Limited and all dividends, interest, rents, royalties, compensation and other amounts paid by Quhuo Investment Limited to personas who are not resident in the British Virgin Islands and any capital gains realized with respect to any shares, debt obligations, or other securities of the Company by persons who are not resident in the British Virgin Islands are exempt from all provisions of the Income Tax Ordinance in the British Virgin Islands.
In addition, the Cayman Islands does not impose withholding tax on dividend payments. 99 Table of Contents British Virgin Islands Our wholly-owned subsidiary in the British Virgin Islands, Quhuo Investment Limited and all dividends, interest, rents, royalties, compensation and other amounts paid by Quhuo Investment Limited to personas who are not resident in the British Virgin Islands and any capital gains realized with respect to any shares, debt obligations, or other securities of the Company by persons who are not resident in the British Virgin Islands are exempt from all provisions of the Income Tax Ordinance in the British Virgin Islands.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments.
There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands.
Adverse changes of these factors will affect our ability to grow on-demand delivery solutions. Our ability to expand our customer portfolio and industry coverage Certain industry customers for our on-demand delivery solutions have contributed a significant portion of our revenues in the past. The business performance of these industry customers will affect our results of operations and prospects.
Adverse changes in these factors will affect our ability to grow on-demand delivery solutions. 94 Table of Contents Our ability to expand our customer portfolio and industry coverage Certain industry customers for our on-demand delivery solutions have contributed a significant portion of our revenues in the past.
We believe that adjusted net income/loss and adjusted EBITDA help identify underlying trends in our business that could otherwise be distorted by the effect of share-based compensation expenses.
Adjusted net income/loss represents net income before share-based compensation expenses. Adjusted EBITDA represents adjusted net income/loss before income tax expense, depreciation, amortization and interest expense. We believe that adjusted net income/loss and adjusted EBITDA help identify underlying trends in our business that could otherwise be distorted by the effect of share-based compensation expenses.
Interest income We recorded interest income of RMB0.7 million and RMB1.0 million (US$0.1 million) in 2022 and 2023, respectively, which represented interest on our bank deposits. Interest expense We recorded interest expense of RMB5.7 million in 2022 and RMB4.9 million (US$0.7 million) in 2023, which represented interest on our short-term bank borrowings.
Interest expense We recorded interest expense of RMB5.7 million in 2022 and RMB4.9 million (US$0.7 million) in 2023, which represented interest on our short-term bank borrowings.
(Loss)/gain on disposal of assets, net We recorded gain on disposal of assets, net of RMB14.0 million and RMB22.3 million (US$3.1 million) in and 2022 and 2023, respectively, and we recorded loss on disposal of assets, net of RMB2.6 million in 2021, which primarily related to the transfer of certain customer relationships related to our on-demand delivery solutions to third parties.
Gain on disposal of intangible assets We recorded gain on disposal of intangible assets, of RMB14.0 million and RMB22.3 million (US$3.1 million) in 2022 and 2023, respectively, in relation to the transfer of certain customer relationships related to our on-demand delivery solutions to third parties.
Net loss As a result of the foregoing, we had net loss of RMB191.2 million and RMB16.4 million (US$2.4 million) in 2021 and 2022, respectively. B. Liquidity and Capital Resources Liquidity and Capital Resources Our principal sources of liquidity have been cash generated from our operations and external financing.
Net (loss)/income As a result of the foregoing, we had net loss of RMB16.4 million in 2022 and net income of RMB6.0 million (US$0.8 million) in 2023. B. Liquidity and Capital Resources Liquidity and Capital Resources Our principal sources of liquidity have been cash generated from our operations and external financing.
We continually seek to diversify our customer portfolio to reduce the concentration of our revenue stream through competitive solution offerings. In addition, we launched mobility service solutions and housekeeping and accommodation solutions in recent years, and we plan to continue to expand into new industries.
The business performance of these industry customers will affect our results of operations and prospects. We continually seek to diversify our customer portfolio to reduce the concentration of our revenue stream through competitive solution offerings. In addition, we launched mobility service solutions and housekeeping and accommodation solutions in recent years, and we plan to continue to expand into new industries.
Our car rental and maintenance costs were RMB17.7 million, RMB10.2 million and RMB13.8 million (US$1.9 million) in 2021, 2022 and 2023, respectively. Platform commissions Platform commissions represented commission charges paid to B&B reservation platforms in relation to our accommodation services. Our platform commissions were RMB7.9 million, RMB1.4 million and RMB5.2 million (US$0.7 million) in 2021, 2022 and 2023, respectively.
Our car rental and maintenance costs were RMB10.2 million, RMB13.8 million and RMB18.4 million (US$2.5 million) in 2022, 2023 and 2024, respectively. Platform commissions Platform commissions represented commission charges paid to B&B reservation platforms in relation to our accommodation services. Our platform commissions were RMB1.4 million, RMB5.2 million and RMB4.1 million (US$0.6 million) in 2022, 2023 and 2024, respectively.
Excluding the effect of share-based compensation expenses, we recorded adjusted net income of RMB3.3 million and RMB5.5 million (US$0.8 million) in 2022 and 2023, respectively, and adjusted net loss of RMB122.3 million in 2021.
Excluding the effect of share-based compensation expenses, we recorded adjusted net income of approximately RMB3.3 million, RMB5.5 million, and RMB1.6 million (US$0.2 million) in 2022, 2023, and 2024 respectively.
We operate a platform of large, flexible and standardized workforce. We provide tech-enabled, end-to-end operational solutions primarily to consumer service businesses, including on-demand delivery solutions, mobility service solutions, housekeeping and accommodation solutions and other services.
Operating Results Overview We are a gig economy platform focusing on community-centered services in China. We operate a platform of large, flexible and standardized workforce. We provide tech-enabled, end-to-end operational solutions primarily to consumer service businesses, including on-demand delivery solutions, mobility service solutions, housekeeping and accommodation solutions and other services.
Financing activities Net cash generated from financing activities was RMB24.2 million (US$3.4 million) in 2023, which was primarily attributable to proceeds from short-term loans of RMB271.5 million (US$38.2 million), partially offset by repayments of short-term loans of RMB246.5 million (US$34.7 million).
Net cash generated from financing activities was RMB24.2 million (US$3.4 million) in 2023, which was primarily attributable to proceeds from short-term loans of RMB271.5 million (US$38.2 million), partially offset by repayments of short-term loans of RMB246.5 million (US$34.7 million). 107 Table of Contents Net cash used in financing activities was RMB82.1 million in 2022, which was primarily attributable to (1) repayments of short-term debt of RMB552.5 million and (2) repayments of long-term debt of RMB3.1 million, partially offset by proceeds from short-term debt of RMB473.5 million.
Net (loss)/income As a result of the foregoing, we had net loss of RMB16.4 million in 2022 and net income of RMB6.0 million (US$0.8 million) in 2023.
Net (loss)/income As a result of the foregoing, we had net income of RMB6.0 million in 2023 and net income of RMB1.6 million (US$0.2 million) in 2024.
As of December 31, 2022 and 2023, we had RMB95.4 million and RMB45.2 million (US$6.4 million), respectively, in cash. Our cash consists primarily of cash and demand deposits.
As of December 31, 2024 and 2023, we had approximately RMB63.2 million (US$8.7 million) and RMB45.2 million, respectively, in cash. Our cash consists primarily of cash and demand deposits.
They are also subject to surcharges on VAT payments in accordance with PRC law. As a Cayman Islands holding company, we may receive dividends from our PRC subsidiary.
We are also subject to Surcharges on VAT payments in accordance with PRC law. 100 Table of Contents As a Cayman Islands holding company, Quhuo Limited may receive dividends from its PRC subsidiaries.
The following table sets forth the breakdown of our total revenues, both in absolute amounts and as a percentage of total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB % RMB % RMB US$ % ​ ​ (RMB in thousands, except for percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ On-demand delivery solutions ​ 3,828,956 ​ 95.1 ​ 3,638,729 ​ 95.3 ​ 3,412,802 ​ 480,683 ​ 92.2 Mobility service solutions 110,168 2.7 108,081 2.8 233,837 ​ 32,935 6.3 Housekeeping solutions 79,735 2.0 72,576 1.9 48,670 ​ 6,855 1.3 Others 6,420 0.2 992 0.0 7,078 ​ 997 0.2 Total revenues 4,025,279 100.0 3,820,378 100.0 3,702,387 ​ 521,470 100.0 ​ On-demand delivery solutions In 2021, 2022 and 2023, our revenues generated from on-demand delivery solutions were RMB3,829.0 million, RMB3,638.7 million and RMB3,412.8 million (US$480.7 million), representing 95.1%, 95.3% and 92.2% of our total revenues in the same periods, respectively.
The following table sets forth the breakdown of our total revenues, both in absolute amounts and as a percentage of total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (RMB in thousands, except for percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ On-demand delivery solutions ​ 3,638,729 ​ 95.3 ​ 3,412,802 ​ 92.2 ​ 2,828,483 ​ 387,501 ​ 92.8 Mobility service solutions 108,081 2.8 233,837 6.3 175,148 ​ 23,995 5.7 Housekeeping solutions 72,576 1.9 48,670 1.3 30,125 ​ 4,127 1.0 Others 992 0.0 7,078 0.2 13,115 ​ 1,797 0.5 Total revenues 3,820,378 100.0 3,702,387 100.0 3,046,711 ​ 417,420 100.0 ​ 96 Table of Contents On-demand delivery solutions In 2022, 2023 and 2024, our revenues generated from on-demand delivery solutions were RMB3,638.7 million, RMB3,412.8 million and RMB2,828.5 million (US$387.5 million), representing 95.3%, 92.2% and 92.8% of our total revenues in the same periods, respectively.
The following table sets forth the components of operating expenses, in absolute amounts and as a percentage of our total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Operating expenses: ​ ​ ​ ​ ​ ​ ​ General and administrative expenses ​ (240,749) ​ (6.0) ​ (213,592) ​ (5.6) ​ (184,336) ​ (25,963) ​ (5.0) Research and development expenses (20,122) (0.5) (12,540) (0.3) (12,378) (1,743) (0.3) Gain/(loss) on disposal of assets, net (2,564) (0.1) 13,975 0.3 22,317 3,143 0.6 Goodwill impairment (51,971) (1.3) (4,882) (0.1) — — — Total operating expenses (315,406) (7.8) (217,039) (5.7) (174,397) (24,563) (4.7) ​ General and administrative expenses We recorded general and administrative expenses of RMB240.7 million, RMB213.6 million and RMB184.3 million (US$26.0 million) in 2021, 2022 and 2023, respectively.
The following table sets forth the components of operating expenses, in absolute amounts and as a percentage of our total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Operating expenses: ​ ​ ​ ​ ​ ​ ​ General and administrative expenses ​ (213,592) ​ (5.6) ​ (184,336) ​ (5.0) ​ (148,627) ​ (20,362) ​ (4.9) Research and development expenses (12,540) (0.3) (12,378) (0.3) (10,690) (1,465) (0.4) Gain on disposal of intangible assets 13,975 0.3 22,317 0.6 75,220 10,305 2.5 Goodwill impairment (4,882) (0.1) — — — — — Total operating expenses (217,039) (5.7) (174,397) (4.7) (84,097) (11,522) (2.8) ​ General and administrative expenses We recorded general and administrative expenses of RMB213.6 million, RMB184.3 million and RMB148.6 million (US$20.4 million) in 2022, 2023 and 2024, respectively.
The following table sets forth the components of cost of revenues, both in absolute amount and as a percentage of our total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues: ​ ​ ​ ​ ​ ​ ​ Service fees paid to workers and team leaders ​ 3,452,926 ​ 85.8 ​ 3,187,567 ​ 83.5 ​ 3,029,775 ​ 426,736 ​ 81.8 Vehicle export expenses ​ — ​ — ​ — ​ — ​ 151,856 ​ 21,388 ​ 4.1 Hiring expenses 127,649 3.2 ​ 137,066 3.6 ​ 117,964 16,615 ​ 3.2 Office and equipment expenses 93,484 2.3 ​ 88,258 2.3 ​ 92,171 12,982 ​ 2.5 Insurance expenses 108,114 2.7 ​ 88,669 2.3 ​ 83,405 11,747 ​ 2.3 Freight services costs 10,361 0.3 ​ 27,276 0.7 ​ 15,131 2,131 ​ 0.4 Car rental and maintenance expenses 17,746 0.4 ​ 10,195 0.3 ​ 13,788 1,942 ​ 0.4 Platform commissions 7,942 0.2 ​ 1,431 0.0 ​ 5,196 732 ​ 0.1 Others(1) 31,460 0.8 ​ 27,228 0.7 ​ 26,492 3,731 ​ 0.7 Total 3,849,682 95.6 ​ 3,567,690 93.4 ​ 3,535,778 498,004 ​ 95.5 (1) Represents depreciation and amortization, taxes and surcharges and other costs.
The following table sets forth the components of cost of revenues, both in absolute amount and as a percentage of our total revenues, for the periods indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB % RMB % RMB US$ % ​ ​ (in thousands, except for percentages) Cost of revenues: ​ ​ ​ ​ ​ ​ ​ Service fees paid to workers and team leaders ​ 3,187,567 ​ 83.5 ​ 3,029,775 ​ 81.8 ​ 2,550,845 ​ 349,464 ​ 83.7 Vehicle export expenses ​ — ​ — ​ 151,856 ​ 4.1 ​ 100,588 ​ 13,781 ​ 3.3 Hiring expenses 137,066 3.6 ​ 117,964 3.2 ​ 114,763 15,722 ​ 3.8 Office and equipment expenses 88,258 2.3 ​ 92,171 2.5 ​ 75,191 10,301 ​ 2.5 Insurance expenses 88,669 2.3 ​ 83,405 2.3 ​ 85,964 11,777 ​ 2.8 Freight services costs 27,276 0.7 ​ 15,131 0.4 ​ 695 95 ​ — Car rental and maintenance expenses 10,195 0.3 ​ 13,788 0.4 ​ 18,414 2,523 ​ 0.6 Platform commissions 1,431 — ​ 5,196 0.1 ​ 4,110 563 ​ 0.1 Others(1) 27,228 0.7 ​ 26,492 0.7 ​ 22,588 3,095 ​ 0.7 Total 3,567,690 93.4 ​ 3,535,778 95.5 ​ 2,973,158 407,321 ​ 97.5 (1) Represents depreciation and amortization, taxes and surcharges and other costs.
The following table sets forth a summary of our cash flows for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) Net cash (used in)/generated from operating activities ​ (30,893) ​ 74,723 ​ (97,282) ​ (13,703) Net cash (used in)/generated from investing activities ​ (110,413) ​ 77,211 ​ 18,384 ​ 2,590 Net cash generated from/(used in) financing activities 68,673 (82,140) 24,221 3,412 Effect of exchange rate changes on cash and restricted cash (214) 321 110 15 Net (decrease)/increase in cash and restricted cash (72,847) 70,115 (54,567) (7,686) Cash and restricted cash at beginning of the year 103,755 30,908 101,023 14,229 Cash and restricted cash at end of the year 30,908 101,023 46,456 6,543 ​ Operating activities Net cash used in operating activities was RMB97.3 million (US$13.7 million) in 2023, primarily due to a net income of RMB6.0 million (US$0.8 million), adjusted for (1) certain non-cash items, mainly including gain on disposals of assets, net of RMB22.3 million (US$3.1 million) and amortization of RMB20.4 million (US$2.9 million), and (2) changes in certain working capital items that negatively impact the cash flow from operating activities, mainly including an increase in prepayments and other current assets of RMB42.4 million (US$6.0 million), a decrease in account payables of RMB39.2 million (US$5.5 million) and a decrease in accrued expenses and other current liabilities of RMB24.6 million (US$3.5 million), partially offset by (3) changes in certain working capital items that positively impact the cash flow from operating activities, mainly including a decrease in accounts receivable of RMB19.7 million (US$2.8 million).
The following table sets forth a summary of our cash flows for the years indicated. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) Net cash generated from/(used in) operating activities ​ 74,723 ​ (97,282) ​ (14,738) ​ (2,019) Net cash generated from investing activities ​ 77,211 ​ 18,384 ​ 934 ​ 127 Net cash (used in)/generated from financing activities (82,140) 24,221 32,418 4,442 Effect of exchange rate changes on cash and restricted cash 321 110 48 7 Net increase/(decrease) in cash and restricted cash 70,115 (54,567) 18,662 2,557 Cash and restricted cash at beginning of the year 30,908 101,023 46,456 6,364 Cash and restricted cash at end of the year 101,023 46,456 65,118 8,921 ​ ​ 106 Table of Contents Operating activities Net cash used in operating activities was RMB14.7 million (US$2.0 million) in 2024, primarily due to a net income of RMB1.6 million (US$0.2 million), adjusted for (1) certain non-cash items, mainly including gain on disposals of intangible assets, of RMB75.2 million (US$10.3 million) and amortization of RMB17.2 million (US$2.4 million), and (2) changes in certain working capital items that negatively impact the cash flow from operating activities, mainly including a decrease in account payable of RMB108.3 million (US$14.8 million), a decrease in accrued expenses and other current liabilities of RMB36.0 million (US$4.9 million), and an increase in other non-current liabilities of RMB8.2 million (US$1.1 million), partially offset by (3) changes in certain working capital items that positively impact the cash flow from operating activities, mainly including a decrease in accounts receivable of RMB179.9 million (US$24.6 million) and a decrease in other non-current assets of RMB16.7 million (US$2.3 million).
The following table sets forth the details of our material cash requirements (other than capital expenditure) as of December 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by ​ ​ ​ ​ Less ​ one – ​ ​ ​ ​ than ​ three ​ ​ Total one year years ​ ​ ​ ​ (RMB in thousands) ​ ​ Operating lease commitments ​ 5,340 ​ 3,906 ​ 1,434 Long-term debt 10,266 2,733 7,533 Short-term loans 89,920 89,920 — ​ Other than as shown above, we did not have any material capital and other commitments, long-term obligations, guarantees or other reasonably likely material cash requirements (even if not contractual and not recognized as liabilities) as of December 31, 2023. 98 Table of Contents Off-Balance Sheet Arrangements We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties.
The following table sets forth the details of our material cash requirements (other than capital expenditure) as of December 31, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by ​ ​ ​ ​ Less ​ one – ​ ​ ​ ​ than ​ three ​ ​ Total one year years ​ ​ ​ ​ (RMB in thousands) ​ ​ Operating lease commitments ​ 4,453 ​ 2,818 ​ 1,635 Long-term debt 7,533 2,827 4,706 Short-term loans 110,021 110,021 — ​ Other than as shown above, we did not have any material capital and other commitments, long-term obligations, guarantees or other reasonably likely material cash requirements (even if not contractual and not recognized as liabilities) as of December 31, 2024.
Our hiring expenses were RMB127.6 million, RMB137.1 million and RMB118.0 million (US$16.6 million) in 2021, 2022 and 2023, respectively. Office and equipment expenses Office and equipment expenses related to rental fees and property management fees in relation to our service stations and on-demand delivery supplies purchased for riders.
Office and equipment expenses Office and equipment expenses related to rental fees and property management fees in relation to our service stations and on-demand delivery supplies purchased for riders. Our office and equipment expenses were RMB88.3 million, RMB92.2 million and RMB75.2 million (US$10.3 million) in 2022, 2023 and 2024, respectively.
The non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data.
The non-GAAP financial measures presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.
We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. 86 Table of Contents The table below sets forth a reconciliation of the non-GAAP financial measures for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) GAAP (net loss)/income ​ (191,230) ​ (16,414) ​ 6,008 ​ 846 Reconciliation item: ​ ​ ​ ​ ​ ​ ​ ​ Add: ​ ​ ​ ​ Share-based compensation expenses, net of tax impact of nil 68,932 19,762 (495) (70) Non-GAAP adjusted net (loss)/income (122,298) 3,348 5,513 776 Add: ​ ​ ​ ​ Income tax expense/(benefit) 12,027 21,002 (927) (131) Depreciation 5,233 7,513 5,316 749 Amortization 25,278 21,094 20,430 2,878 Interest expense 7,026 5,683 4,882 688 Non-GAAP adjusted EBITDA (72,734) 58,640 35,214 4,960 ​ Key Components of Our Results of Operations Revenues We generate revenues from on-demand delivery solutions, mobility service solutions and housekeeping solutions and other services.
The table below sets forth a reconciliation of the non-GAAP financial measures for the periods indicated: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands) GAAP net (loss)/income ​ (16,414) ​ 6,008 ​ 1,612 ​ 221 Reconciliation item: ​ ​ ​ ​ ​ ​ ​ ​ Add: ​ ​ ​ ​ Share-based compensation expenses, net of tax impact of nil 19,762 (495) — — Non-GAAP adjusted net income 3,348 5,513 1,612 221 Add: ​ ​ ​ ​ Income tax expense/(benefit) 21,002 (927) (18,343) (2,513) Depreciation 7,513 5,316 4,508 618 Amortization 21,094 20,430 17,192 2,355 Interest expense 5,683 4,882 4,105 562 Non-GAAP adjusted EBITDA 58,640 35,214 9,074 1,243 ​ Key Components of Our Results of Operations Revenues We generate revenues from on-demand delivery solutions, mobility service solutions and housekeeping solutions and other services.
We believe that our current cash and cash equivalents, time deposits and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs from operations and other commitments for at least the next 12 months from the date of the issuance of the consolidated financial statements. 96 Table of Contents We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities and financing activities, including the net proceeds we received from our initial public offering.
We believe that our current cash and cash equivalents, time deposits and anticipated cash flow from operations will be sufficient to meet our anticipated cash needs from operations and other commitments for at least the next 12 months from the date of the issuance of the consolidated financial statements.
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Income tax (expense)/benefit We recorded income tax expense of RMB21.0 million in 2022 and income tax benefit of RMB0.9 million (US$0.1 million) in 2023, primarily due to the lower estimated annual effective tax rate for the year of 2023, and the increase in deferred tax asset benefit.
Other (loss)/income, net/ We recorded other loss, net of RMB26.1 million in 2022 and other income, net of RMB16.7 million (US$2.4 million) in 2023, primarily in relation to the fluctuation in the fair value of our investment in a mutual fund. 105 Table of Contents Income tax (expense)/benefit We recorded income tax expense of RMB21.0 million in 2022 and income tax benefit of RMB0.9 million (US$0.1 million) in 2023, primarily due to the lower estimated annual effective tax rate for the year of 2023, and the increase in deferred tax asset benefit.
Net cash generated from financing activities was RMB68.7 million in 2021, which was primarily attributable to proceeds from short-term debt of RMB213.5 million, partially offset by (1) repayments of short-term debt of RMB136.0 million and (2) repayments of long-term debt of RMB8.8 million.
Financing activities Net cash generated from financing activities was RMB32.4 million (US$4.4 million) in 2024, which was primarily attributable to (1) proceeds from short-term loans of RMB593.3 million (US$81.3 million), and (2) repayments of long-term debt of RMB14.2 million (US$2.0 million), partially offset by repayments of short-term loans of RMB573.2 million (US$78.5 million).
In 2021, 2022 and 2023, our total revenues were RMB4,025.3 million, RMB3,820.4 million and RMB3,702.4 million (US$521.5 million), respectively.
In 2022, 2023 and 2024, our total revenues were RMB3,820.4 million, RMB3,702.4 million and RMB3,046.9 million (US$417.4 million), respectively.
We believe that our continued investment in research and development is critical to our growth and expect that our research and development expenses will increase in absolute amount as we seek to upgrade our technology infrastructure, including Quhuo+ , to support our business growth.
Our research and development expenses consist primarily of salaries and benefits for our research and development personnel. We believe that our continued investment in research and development is critical to our growth. As we seek to upgrade our technology infrastructure, including Quhuo+, to support our business growth, we remain committed to allocating resources to support our ongoing research and development.
Our goodwill impairment in 2022 was related to the reduced service scope of our shared-bike maintenance solutions. There was no indicator for goodwill impairment in 2023. Operating income/(loss) As a result of the foregoing, we recorded operating income of RMB35.6 million in 2022 and operating loss of RMB7.8 million (US$1.1 million) in 2023.
Goodwill impairment We recorded goodwill impairment of RMB4.9 million in 2022, compared to nil in 2023. Our goodwill impairment in 2022 was related to the reduced service scope of our shared-bike maintenance solutions. There was no indicator for goodwill impairment in 2023.
Operating (loss)/income As a result of the foregoing, we recorded operating loss of RMB139.8 million in 2021 and operating income of RMB35.6million (US$5.2 million) in 2022. Interest income Our interest income remained relatively stable at RMB0.6 million in 2021 and RMB0.7 million (US$0.1 million) in 2022.
Operating income/(loss) As a result of the foregoing, we recorded operating income of RMB35.6 million in 2022 and operating loss of RMB7.8 million (US$1.1 million) in 2023. Interest income We recorded interest income of RMB0.7 million and RMB1.0 million (US$0.1 million) in 2022 and 2023, respectively, which represented interest on our bank deposits.
Service fees paid to workers and team leaders We incurred service fees paid to workers and team leaders in relation to our on-demand delivery solutions, mobility service solutions and housekeeping and accommodation solutions and other services. Our service fees were RMB3,452.9 million, RMB3,187.6 million and RMB3,029.8 million (US$426.7 million) in 2021, 2022 and 2023, respectively.
Service fees paid to workers and team leaders We incurred service fees paid to workers and team leaders in relation to our on-demand delivery solutions, mobility service solutions and housekeeping and accommodation solutions and other services.
Gain on disposal of assets, net We recorded gain on disposal of assets, net, of RMB14.0 million and RMB22.3 million (US$3.1 million) in 2022 and 2023, respectively, in relation to the transfer of certain customer relationships related to our on-demand delivery solutions to third parties. 93 Table of Contents Goodwill impairment We recorded goodwill impairment of RMB4.9 million in 2022, compared to nil in 2023.
Gain on disposal of intangible assets We recorded gain on disposal of intangible assets of RMB14.0 million, RMB22.3 million and RMB75.2 million (US$10.3 million) in 2022, 2023 and 2024, respectively, which primarily related to the transfer of certain customer relationships to third parties by disposing of service stations in our on-demand delivery solutions.
Net cash used in investing activities was RMB110.4 million in 2021, which was primarily attributable to (1) purchase of short-term investments of RMB3,609.2 million, (2) acquisitions of intangible assets of RMB71.4 million, (3) other investing activities of RMB11.8 million, and (4) purchase of property and equipment of RMB9.3 million, partially offset by (1) proceeds from sales of short-term investments of RMB3,035.9 million and (2) proceeds from disposals of intangible assets of RMB18.9 million.
Net cash generated from investing activities was RMB18.4 million (US$2.6 million) in 2023, which was primarily attributable to proceeds from sales of short-term investments of RMB72.5 million (US$10.2 million) and proceeds from disposals of intangible assets of RMB46.8 million (US$6.6 million), partially offset by (1) purchase of short-term investments of RMB70.0 million (US$9.9 million) and (2) acquisitions of intangible assets of RMB32.7 million (US$4.6 million).
We generated revenues of RMB79.7 million, RMB72.6 million and RMB48.7 million (US$6.9 million) from housekeeping solutions in 2021, 2022 and 2023, respectively. We primarily derived revenue from service fees paid by industry customers based on the number of fulfilled orders.
We primarily derived revenue from service fees paid by industry customers based on the number of fulfilled orders. Cost of revenues Our cost of revenues was RMB3,567.7 million, RMB3,535.8 million and RMB2,973.2 million (US$407.3 million) in 2022, 2023 and 2024, respectively.
We may incur significant cost and experience a prolonged ramp-up period, and our ability to apply our accumulated industry knowledge and operational experience to these new industries is critical to our business growth and prospects. 84 Table of Contents Our ability to attract, retain and manage workers cost-effectively Our operational cost is affected by the number of workers on our platform and the amount of service fees we paid to workers and third-party labor service companies.
Our ability to attract, retain and manage workers cost-effectively Our operational cost is affected by the number of workers on our platform and the amount of service fees we paid to workers and third-party labor service companies.
In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. 83 Table of Contents A. Operating Results Overview We are a gig economy platform focusing on community-centered services in China.
In evaluating our business, you should carefully consider the information provided under the caption “ Item 3. Key Information-D. Risk Factors ” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. See “ Cautionary Note Regarding Forward-Looking Statements. ” A.
We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.
If we are unable to obtain additional equity or debt financing as required, our business operations and prospects may suffer.
For vehicle export solutions, we derive revenue from sales of vehicles. 87 Table of Contents Housekeeping solutions We launched our housekeeping solutions in January 2019, and continuously tapped into new industries to provide diversified, flexible earning opportunities for workers on our platform.
Housekeeping solutions We launched our housekeeping solutions in January 2019, and continuously tapped into new industries to provide diversified, flexible earning opportunities for workers on our platform. We generated revenues of RMB72.6 million, RMB48.7 million and RMB30.1 million (US$4.1 million) from housekeeping solutions in 2022, 2023 and 2024, respectively.
The results of operations in any period are not necessarily indicative of the results that may be expected for any future years or periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 ​ 2022 ​ 2023 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands, except for share and per share data) Revenues ​ 4,025,279 ​ 3,820,378 ​ 3,702,387 ​ 521,470 Cost of revenues ​ (3,849,682) ​ (3,567,690) ​ (3,535,778) ​ (498,004) General and administrative expenses (240,749) (213,592) (184,336) (25,963) Research and development expenses (20,122) (12,540) (12,378) (1,743) (Loss)/gain on disposal of assets, net (2,564) 13,975 22,317 3,143 Goodwill impairment (51,971) (4,882) - - Total operating expenses (315,406) (217,039) (174,397) (24,563) Operating (loss)/income (139,809) 35,649 (7,788) (1,097) Interest income 644 690 1,047 147 Interest expense (7,026) (5,683) (4,882) (688) Other income, net (33,964) (26,068) 16,704 2,353 Foreign exchange gain 952 — — — (Loss)/income before income tax (179,203) 4,588 5,081 715 Income tax (expense)/benefit (12,027) (21,002) 927 131 Net (loss)/income (191,230) (16,414) 6,008 846 Net loss/(income) attributable to non-controlling interests 33,323 3,284 (2,674) (377) Net income/(loss) attributable to ordinary shareholders of Quhuo Limited (157,907) (13,130) 3,334 469 Non-GAAP Financial Data(1) ​ ​ ​ ​ Adjusted net (loss)/income (122,298) 3,348 5,513 776 Adjusted EBITDA (72,734) 58,640 35,214 4,960 ​ ​ ​ (1) See “-Non-GAAP Financial Measures.” Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues Our revenues decreased by 3.1% from RMB3,820.4 million in 2022 to RMB3,702.4 million (US$521.5 million) in 2023, primarily due to the following reasons. ● Revenues from on-demand delivery solutions decreased by 6.2% from RMB3,638.7 million in 2022 to RMB3,412.8 million (US$480.7 million) in 2023, primarily because (1) we enjoyed more preferential policies during 2022 amid the COVID-19 pandemic, which was significantly reduced in 2023 following the relief of the pandemic, and (2) the geographical coverage of our on-demand delivery solutions decreased from 1,118 delivery areas as of December 31, 2022 to 1,082 delivery areas as of December 31, 2023. ● Revenues from mobility service solutions increased significantly from RMB108.1 million in 2022 to RMB233.8 million (US$32.9 million) in 2023, primarily attributable to the business growth of our vehicle export solutions.
The results of operations in any period are not necessarily indicative of the results that may be expected for any future years or periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 ​ 2023 ​ 2024 ​ ​ RMB RMB RMB US$ ​ ​ (in thousands, except for share and per share data) Revenues ​ 3,820,378 ​ 3,702,387 ​ 3,046,871 ​ 417,420 Cost of revenues ​ (3,567,690) ​ (3,535,778) ​ (2,973,158) ​ (407,321) General and administrative expenses (213,592) (184,336) (148,627) (20,362) Research and development expenses (12,540) (12,378) (10,690) (1,465) Gain on disposal of intangible assets 13,975 22,317 75,220 10,305 Goodwill impairment (4,882) — — — Total operating expenses (217,039) (174,397) (84,097) (11,522) Operating income/(loss) 35,649 (7,788) (10,384) (1,423) Interest income 690 1,047 385 53 Interest expense (5,683) (4,882) (4,105) (562) Other income/(expenses), net (26,068) 16,704 (2,627) (360) Income/(loss) before income tax 4,588 5,081 (16,731) (2,292) Income tax (expense)/benefit (21,002) 927 18,343 2,513 Net (loss)/income (16,414) 6,008 1,612 221 Net (loss)/income attributable to non-controlling interests 3,284 (2,674) 1,093 150 Net income/(loss) attributable to ordinary shareholders of Quhuo Limited (13,130) 3,334 2,705 371 Non-GAAP Financial Data(1) ​ ​ ​ ​ Adjusted net income 3,348 5,513 1,612 221 Adjusted EBITDA 58,640 35,214 9,074 1,243 (1) See “-Non-GAAP Financial Measures.” Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Revenues Our revenues decreased by 17.7% from RMB3,702.4 million in 2023 to RMB3,046.9 million (US$417.4 million) in 2024, primarily due to the following reasons.
Net cash used in operating activities was RMB30.9 million in 2021, primarily due to a net loss of RMB191.2 million, adjusted for (1) certain non-cash items, mainly including share-based compensation of RMB68.9 million, changes in fair value of short-term investment of RMB52.9 million, goodwill impairment of RMB52.0 million, and amortization of RMB25.3 million, and (2) changes in certain working capital items that positively impact the cash flow from operating activities, mainly including an increase of RMB65.1 million in accounts payable and an increase of RMB31.8 million in accrued expenses and other current liabilities, partially offset by (3) changes in certain working capital items that negatively impact the cash flow from operating activities, mainly including an increase of RMB134.2 million in accounts receivable and an increase of RMB22.6 million in other non-current assets. 97 Table of Contents Investing activities Net cash generated from investing activities was RMB18.4 million (US$2.6 million) in 2023, which was primarily attributable to proceeds from sales of short-term investments of RMB72.5 million (US$10.2 million) and proceeds from disposals of intangible assets of RMB46.8 million (US$6.6 million), partially offset by (1) purchase of short-term investments of RMB70.0 million (US$9.9 million) and (2) acquisitions of intangible assets of RMB32.7 million (US$4.6 million).
Net cash used in operating activities was RMB97.3 million (US$13.7 million) in 2023, primarily due to a net income of RMB6.0 million (US$0.8 million), adjusted for (1) certain non-cash items, mainly including gain on disposals of assets, net of RMB22.3 million (US$3.1 million) and amortization of RMB20.4 million (US$2.9 million), and (2) changes in certain working capital items that negatively impact the cash flow from operating activities, mainly including an increase in prepayments and other current assets of RMB42.4 million (US$6.0 million), a decrease in account payables of RMB39.2 million (US$5.5 million) and a decrease in accrued expenses and other current liabilities of RMB24.6 million (US$3.5 million), partially offset by (3) changes in certain working capital items that positively impact the cash flow from operating activities, mainly including a decrease in accounts receivable of RMB19.7 million (US$2.8 million).
We have grown rapidly in recent years to achieve greater economies of scale. Our revenues were RMB4,025.3 million, RMB3,820.4 million and RMB3,702.4 million (US$521.5 million) in 2021, 2022 and 2023, respectively. We recorded net loss of RMB191.2 million and RMB16.4 million in 2021 and 2022, respectively, and we recorded net income of RMB6.0 million (US$0.8 million) in 2023.
Our revenues were approximately RMB3,820.4 million, RMB3,702.4 million, and RMB 3,046.9million (US$417.4 million) in 2022, 2023 and 2024, respectively. We recorded net loss of approximately RMB16.4 million in 2022, and we recorded net income of approximately RMB6.0 million and RMB1.6 million (US$0.2 million) in 2023 and 2024, respectively.
Our platform and business model in the new industries we recently entered into have not been fully proven given our limited operating history.
Our platform and business model in the new industries we recently entered into have not been fully proven given our limited operating history. We may incur significant cost and experience a prolonged ramp-up period, and our ability to apply our accumulated industry knowledge and operational experience to these new industries is critical to our business growth and prospects.
We may, however, require additional cash resources due to changing business conditions or other future developments, including acquisitions or investments we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to issue equity or debt securities or obtain credit facilities.
We intend to finance our future working capital requirements and capital expenditures from cash generated from operating activities and financing activities. We may, however, require additional cash resources due to changing business conditions or other future developments, including acquisitions or investments we may decide to selectively pursue.
E. Critical Accounting Policies and Estimate We prepare our financial statements in accordance with U.S. GAAP, which requires our management to make judgment, estimates and assumptions.
Critical Accounting Estimate The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts in our consolidated financial statements and accompanying footnotes.
Vehicle export expenses Vehicle export expenses consisted of our cost of procurement, technical preparation and upgrade, and exportation of vehicles paid to third-party companies. Our vehicle export expenses were RMB151.9 million (US$21.4 million) in 2023. Hiring expenses Hiring expenses related to service fees paid to third-party labor service companies and feral fees paid to existing workers on our platform.
Our vehicle export expenses were RMB151.9 million and RMB100.6 million (US$13.8 million) in 2023 and 2024, respectively. Hiring expenses Hiring expenses related to service fees paid to third-party labor service companies and referral fees paid to existing workers on our platform. Our hiring expenses were RMB137.1 million, RMB118.0 million and RMB114.8 million (US$15.7 million) in 2022, 2023 and 2024, respectively.
Gross Profit As a result of the foregoing, our gross profit was RMB175.6 million, RMB252.7 million and RMB166.6 million (US$23.5 million) in 2021, 2022 and 2023, respectively, and our gross profit margin was 4.4%, 6.6% and 4.5% in 2021, 2022 and 2023, respectively.
Gross Profit As a result of the foregoing, our gross profit was RMB252.7 million, RMB166.6 million and RMB73.7 million (US$10.1 million) in 2022, 2023 and 2024, respectively, and our gross profit margin was 6.6%, 4.5% and 2.4% in 2022, 2023 and 2024, respectively. ​ 98 Table of Contents Operating Expenses Our operating expenses consist of general and administrative expenses, research and development expenses, gain/(loss) on disposal of assets and goodwill impairment.
The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
The management determines there are no critical accounting estimates. When reading our financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include revenue recognition.
Freight services costs Freight services costs were related to our freight service solutions and primarily represented service fees paid to the fleets. Our freight services costs were RMB10.4 million, RMB27.3 million and RMB15.1 million (US$2.1 million) in 2021, 2022 and 2023, respectively.
Insurance expenses Insurance costs were incurred for purchasing relevant insurance policies for workers on our platform. Our insurance costs were RMB88.7 million, RMB83.4 million and RMB86.0 million (US$11.8 million) in 2022, 2023 and 2024, respectively. Freight services costs Freight services costs were related to our freight service solutions and primarily represented service fees paid to the fleets.
Hainan Quhuo, Hainan Xinying and Haikou Chengtu are enterprises registered in the Hainan free trade port and engaged in substantial business in encouraged industries and are therefore entitled to preferential tax rate of 15%.
Some of our affiliated entities qualified for the requirements of small and micro-sized enterprise and enjoy preferential tax treatment, some of our affiliated entities registered in free trade port and engaged in substantial business in encouraged industries are entitled to preferential tax rate.
Research and Development Expenses Our research and development expenses decreased by 37.7% from RMB20.1 million in 2021 to RMB12.5 million (US$1.8 million) in 2022, primarily due to the decreases in the headcount and average compensation level for our research and development personnel from RMB16.3 million in 2021 to RMB6.7 million (US$1.0 million) in 2022 as we restructured our R&D team.
Research and development expenses Our research and development expenses were RMB10.7 million (US$1.5 million) in 2024, representing a decrease of 13.7% from RMB12.4 million in 2023, primarily due to a lower average compensation level for our research and development personnel resulting from the restructuring of our R&D team.
No provision for Hong Kong profits tax was made in the consolidated financial statements for the years ended December 31, 2021 and 2022, respectively. 90 Table of Contents PRC Our WFOE, VIE and VIE’s subsidiaries in China are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws.
PRC Quhuo Information, VIE and VIE’s subsidiaries in China are subject to PRC enterprise income tax on their taxable income in accordance with the relevant PRC income tax laws.
Other (loss)/income, net/ We recorded other loss, net of RMB26.1 million in 2022 and other income, net of RMB16.7 million (US$2.4 million) in 2023, primarily in relation to the fluctuation in the fair value of our investment in a mutual fund.
Other (loss)/income, net We recorded other loss, net, of RMB2.6 million (US$0.4 million) in 2024, as compared to other income, net, of RMB16.7 million in 2023, primarily due to the fluctuation in the fair value of our investment in a mutual fund. 103 Table of Contents Income tax (expense)/benefit We recorded income tax benefit RMB18.3 million (US$2.5 million) in 2024, as compared to RMB0.9 million in 2023, primarily due to the reversal of unrecognized tax benefit recognized in previous years that have passed the retroactive period.
GAAP, we use adjusted net income/loss and adjusted EBITDA, which are non-GAAP financial measures, in evaluating our operating results and for financial and operational decision-making purposes. Adjusted net income/loss represents net income before share-based compensation expenses. Adjusted EBITDA represents adjusted net income/loss before income tax expense, depreciation, amortization and interest expense.
Our strategic alliances, investments and acquisitions may affect our business growth. 95 Table of Contents Non-GAAP Financial Measures To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we use adjusted net income/loss and adjusted EBITDA, which are non-GAAP financial measures, in evaluating our operating results and for financial and operational decision-making purposes.
Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Revenues Our revenues decreased by 5.1% from RMB4,025.3 million in 2021 to RMB3,820.4 million (US$553.9 million) in 2022, primarily due to the following reasons. ● Revenues from on-demand delivery solutions decreased by 5.0% from RMB3,829.0 million in 2021 to RMB3,638.7 million (US$527.6 million) in 2022, primarily due to the decrease in the number of delivery orders resulting from regional resurgence of COVID-19 in multiple localities in 2022.
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Revenues Our revenues decreased by 3.1% from RMB3,820.4 million in 2022 to RMB3,702.4 million (US$521.5 million) in 2023, primarily due to the following reasons. ● Revenues from on-demand delivery solutions decreased by 6.2% from RMB3,638.7 million in 2022 to RMB3,412.8 million (US$480.7 million) in 2023, primarily because (1) we enjoyed more preferential policies during 2022 amid the COVID-19 pandemic, which was significantly reduced in 2023 following the relief of the pandemic, and (2) the geographical coverage of our on-demand delivery solutions decreased from 1,118 delivery areas as of December 31, 2022 to 1,082 delivery areas as of December 31, 2023. ● Revenues from mobility service solutions increased significantly from RMB108.1 million in 2022 to RMB233.8 million (US$32.9 million) in 2023, primarily attributable to the business growth of our vehicle export solutions.
The issue of additional equity securities, including convertible debt securities, would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all.
Net cash used in financing activities was RMB82.1 million in 2022, which was primarily attributable to (1) repayments of short-term debt of RMB552.5 million and (2) repayments of long-term debt of RMB3.1 million, partially offset by proceeds from short-term debt of RMB473.5 million.
Investing activities Net cash generated from investing activities was RMB0.9 million (US$0.1 million) in 2024, which was primarily attributable to proceeds from disposals of intangible assets of RMB5.8 million (US$0.8 million), partially offset by (1) other investment of RMB1.4 million (US$0.2 million) and (2) acquisitions of intangible assets of RMB 6.2 million (US$0.8 million).
Removed
Our strategic alliances, investments and acquisitions may affect our business growth. 85 Table of Contents COVID-19 outbreak Since the outbreak of COVID-19 throughout China and other countries and regions, a series of precautionary and control measures have been implemented worldwide to contain the virus.
Added
Our service fees were RMB3,187.6 million, RMB3,029.8 million and RMB2,550.8 million (US$349.5 million) in 2022, 2023 and 2024, respectively. 97 Table of Contents Vehicle export expenses Vehicle export expense related to cost of procurement, technical preparation and upgrades fees and exportation of vehicles paid to third-party companies.
Removed
The outbreak of COVID-19 had certain negative impact on the overall economy of the regions where we delivered our solutions. The global outbreak has also caused market panics, which materially and negatively affected the global financial markets, such as the plunge of global stocks on major stock exchanges in the middle of March 2020.
Added
Our freight services costs were RMB27.3 million, RMB15.1 million and RMB0.7 million (US$0.1 million) in 2022, 2023 and 2024, respectively. The significant decrease in costs in 2024 was due to discontinuation of the freight services in the second half of 2023.
Removed
Such disruption and the potential slowdown of the global economy have had and could continue to have a material adverse effect on our results of operations and financial condition.
Added
Revenues from on-demand food delivery solutions were RMB2,828.5 million (US$387.5 million), compared with RMB3,412.8 million in 2023. The decrease was primarily due to optimization of our business by disposing several underperforming delivery sites, which led to a decrease in revenue scale. Revenues from mobility service solutions were RMB175.1 million (US$24.0 million), compared with RMB233.8 million in 2023.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Prior to that, Mr. Li worked at Beijing Zhongrui Law Firm initially as an associate and then as a partner from March 2004 to July 2016. Prior to joining Beijing Zhongrui Law Firm, Mr. Li served as an associate at King & Wood Mallesons from February 2003 to March 2004. Mr.
Li worked at Beijing Zhongrui Law Firm initially as an associate and then as a partner from March 2004 to July 2016. Prior to joining Beijing Zhongrui Law Firm, Mr. Li served as an associate at King & Wood Mallesons from February 2003 to March 2004. Mr.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; 107 Table of Contents ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; ● developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and ● evaluating the performance and effectiveness of the board as a whole.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; ● developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and ● evaluating the performance and effectiveness of the board as a whole.
Awards may not be transferred in any manner by the recipient except under limited circumstances, including by will or the laws of descent and distribution, unless otherwise provided by the plan administrator. 104 Table of Contents Termination and amendment . Unless terminated earlier, the 2019 Plan has a term of 10 years.
Awards may not be transferred in any manner by the recipient except under limited circumstances, including by will or the laws of descent and distribution, unless otherwise provided by the plan administrator. ​ 111 Table of Contents Termination and amendment . Unless terminated earlier, the 2019 Plan has a term of 10 years.
Zhou received her bachelor’s degree in law from Renmin University of China in 1996, her master’s degree in law from The University of Sydney in 2000 and her EBMA degree from Tsinghua University and INSEAD (European Institute of Business Administration) in 2015. Jie Jiao has served as our independent director since July 2020. Ms.
Zhou received her bachelor’s degree in law from Renmin University of China in 1996, her master’s degree in law from The University of Sydney in 2000 and her EBMA degree from Tsinghua University and INSEAD (European Institute of Business Administration) in 2015. Jie Jiao has served as our independent director since July 2020. Since June 2024, Ms.
Prior to founding our company, Mr. Yu served as general manager of Shanghai Origin Myway International Logistics Co., Ltd. from September 2010 to March 2012. Prior to that, Mr. Yu was a senior business manager at DHL Supply Chain (China) Co., Ltd., the third-party logistics unit of Deutsche Post DHL Group (DAX: DPW), from August 2005 to August 2010. Mr.
Yu served as general manager of Shanghai Origin Myway International Logistics Co., Ltd. from September 2010 to March 2012. Prior to that, Mr. Yu was a senior business manager at DHL Supply Chain (China) Co., Ltd., the third-party logistics unit of Deutsche Post DHL Group (DAX: DPW), from August 2005 to August 2010. Mr.
None of our outstanding Class B ordinary shares is held by record holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. ​
None of our outstanding Class B ordinary shares is held by record holders in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None. ​ ITEM 7.
As a foreign private issuer, we have elected not to have our nominating and corporate governance committee consist of entirely independent directors. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
As a foreign private issuer, we have elected not to have our nominating and corporate governance committee consist of entirely independent directors. 113 Table of Contents The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
The following table sets forth information on restricted shares that we have awarded or have agreed to award as of April 10, 2024 pursuant to the 2019 Plan. ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ Class A ​ ​ ​ ​ Shares ​ ​ ​ ​ Ordinary ​ ​ ​ ​ underlying ​ ​ ​ ​ the awards ​ ​ ​ awarded Grant Date Directors and Executive Officers ​ ​ Leslie Yu ​ 1,458,192 ​ January 1, 2019 Zhen Ba ​ — ​ Gang Wang ​ 1,135,883 ​ September 20, 2017, August 23, 2019 and April 19, 2021 Chenxi Zhao ​ — ​ — Wenying Lyu — — Fan Pan * September 20, 2017 and August 23, 2019 Jingchuan Li — — Jing Zhou — — Jie Jiao — — Total 9,502,550 * Less than 1% of our total outstanding shares on an as-converted basis.
The following table sets forth information on restricted shares that we have awarded or have agreed to award as of December 31, 2024 pursuant to the 2019 Plan. ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ Class A ​ ​ ​ ​ Shares ​ ​ ​ ​ Ordinary ​ ​ ​ ​ underlying ​ ​ ​ ​ the awards ​ ​ ​ awarded Grant Date Directors and Executive Officers ​ ​ Leslie Yu ​ 1,458,192 ​ January 1, 2019 Zhen Ba ​ — ​ Gang Wang 1 ​ 1,135,883 ​ September 20, 2017, August 23, 2019 and April 19, 2021 Fan Pan * September 20, 2017 and August 23, 2019 Jingchuan Li — — Jing Zhou — — Jie Jiao — — Total 9,502,550 * Less than 1% of our total outstanding shares on an as-converted basis. 1.
Jie Jiao qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Jie Jiao qualifies as an “audit committee financial expert.” 112 Table of Contents The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Our officers are elected by and serve at the discretion of the board of directors. 108 Table of Contents Employment Agreements and Indemnification Agreements We have entered into employment agreements with our executive officers.
Our officers are elected by and serve at the discretion of the board of directors. Employment Agreements and Indemnification Agreements We have entered into employment agreements with our executive officers.
Jiao served as the general counsel and head of the investor relationship department at Fang Holdings Limited (NYSE: SFUN) from January 2010 to February 2012. Ms. Jiao also served as the board secretary of China Sunshine Paper Holdings Company Limited (HKEX: 2002) from April 2007 to March 2010. Ms.
Jiao served as the general counsel and head of the investor relationship department at Fang Holdings Limited (NYSE: SFUN), and from April 2007 to March 2010, she served as the board secretary of China Sunshine Paper Holdings Company Limited (HKEX: 2002). Ms.
Jiao served as the chief financial officer at iClick Interactive Asia Group Limited (Nasdaq: ICLK) from June 2014 to December 2018. Prior to joining iClick, Ms. Jiao served as the vice president at ArtGo Holdings Limited (HKEX: 3313) from March 2012 to May 2014. Ms.
Jiao served as the chief financial officer at iClick Interactive Asia Group Limited (Nasdaq: ICLK) from June 2014 to December 2018 and vice president at ArtGo Holdings Limited (HKEX: 3313) from March 2012 to May 2014. From January 2010 to February 2012, Ms.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; 106 Table of Contents ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; ● reviewing and reassessing annually the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; ● reviewing and reassessing annually the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
Employees As of December 31, 2021, 2022 and 2023, we had 685, 495 and 490 full-time employees, respectively.
Employees As of December 31, 2022, 2023 and 2024, we had 495, 490, and 421 full-time employees, respectively.
Jing Zhou satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Ms.
Jing Zhou, and is chaired by Ms. Jie Jiao. Each of Ms. Jie Jiao, Mr. Jingchuan Li and Ms. Jing Zhou satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and meets the independence standards under Rule 10A-3 under the Exchange Act. We have determined that Ms.
To the best of our knowledge, as of April 10, 2024, a total of 72,868,199 Class A ordinary shares were held by one record holder in the United States, which is Deutsche Bank Trust Company Americas, the depositary of our ADS program, representing 70.7% of our total outstanding shares.
To the best of our knowledge, as of April 30, 2025, a total of 508,730,049 Class A ordinary shares were held by one record holder in the United States, which is Deutsche Bank Trust Company Americas, the depositary of our ADS program, representing 56.7% of our total outstanding shares.
Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of April 10, 2024 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own 5.0% or more of our ordinary shares.
None of our employees are represented by labor unions. E. Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of April 30, 2025 by: ● each of our directors and executive officers; and ● each person known to us to beneficially own 5.0% or more of our ordinary shares.
Pan founded and worked at Beijing CCIDnet Information Technology Co., Ltd. from April 1999 to June 2001. Mr. Pan received his college degree from Beijing College of Finance and Commerce in 1996. Jingchuan Li has served as our independent director since July 2020. Mr. Li has served as a senior partner at Tahota Law Firm since July 2016.
Pan received his college degree from Beijing College of Finance and Commerce in 1996. Jingchuan Li has served as our independent director since July 2020. Mr. Li has served as a senior partner at Tahota Law Firm since July 2016. Prior to that, Mr.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office and its responsibilities of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register.
The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office and its responsibilities of the officers; ● exercising the borrowing powers of our company and mortgaging the property of our company; and ● approving the transfer of shares in our company, including the registration of such shares in our share register. 114 Table of Contents Terms of Directors and Officers Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders.
Pan co-founded and served as the chief technology officer at Beijing Gaotu Information Technology Co., Ltd. from May 2012 to December 2014. Mr. Pan also co-founded Visual China Group Co., Ltd. (SZSE: 0681) and held various positions, including the chief technology officer and the general manager of the e-commerce department, from November 2000 until October 2011. Prior to that, Mr.
(SZSE: 0681) and held various positions, including the chief technology officer and the general manager of the e-commerce department, from November 2000 until October 2011. Prior to that, Mr. Pan founded and worked at Beijing CCIDnet Information Technology Co., Ltd. from April 1999 to June 2001. Mr.
The calculation in the table below is based on 103,081,893 ordinary shares outstanding as of April 10, 2024, including 96,785,263 Class A ordinary shares and 6,296,630 Class B ordinary shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculation in the table below is based on 896,950,139 ordinary shares outstanding as of April 30, 2025, including 890,653,509 Class A ordinary shares and 6,296,630 Class B ordinary shares. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
No family relationship exists between any of our directors and executive officers. B. Compensation Compensation of Directors and Executive Officers In 2023, the aggregate cash compensation to directors and executive officers was approximately RMB3.9 million (US$0.5 million). This amount consisted only of cash and did not include any share-based compensation or benefits in kind.
Compensation Compensation of Directors and Executive Officers In the 2024 fiscal year, the aggregate cash compensation to directors and executive officers was approximately RMB4.0 million (US$0.6 million). This amount consisted only of cash and did not include any share-based compensation or benefits in kind.
Ba received his bachelor’s degree in English from China Foreign Affairs University (formerly known as Foreign Affairs College) in 2002 and his master’s degree in management from Lancaster University in 2003. 102 Table of Contents Gang Wang has served as our chief operating officer since September 2014 and our director since July 2022.
Ba received his bachelor’s degree in English from China Foreign Affairs University (formerly known as Foreign Affairs College) in 2002 and his master’s degree in management from Lancaster University in 2003. 109 Table of Contents Shan Li has served as our director and Chief Human Resources Officer since April 2025, and the Chief Human Resources Officer of Beijing Quhuo since December 2019.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A Directors and Senior Management The following table sets forth information regarding our directors and senior management as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Leslie Yu 48 Chairman of the Board of Directors, Director and Chief Executive Officer Zhen Ba 44 Director, Vice President and Chief Financial Officer Gang Wang 49 Director and Chief Operating Officer Chenxi Zhao 35 Director Wenying Lyu 36 Director Fan Pan 46 Chief Technology Officer Jingchuan Li 50 Independent Director Jing Zhou 49 Independent Director Jie Jiao 43 Independent Director ​ Leslie Yu is our founder and has served as chairman of our board of directors since June 2019 and our chief executive officer since the inception of Beijing Quhuo Technology Co., Ltd. in March 2012.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A Directors and Senior Management The following table sets forth information regarding our directors and senior management as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Leslie Yu 50 Chairman of the Board of Directors, Director and Chief Executive Officer Zhen Ba 45 Director, Vice President and Chief Financial Officer Shan Li * 52 Director and Chief Human Resources Officer Fan Pan 48 Chief Technology Officer Jingchuan Li 52 Independent Director Jing Zhou 50 Independent Director Jie Jiao 44 Independent Director * Effective as of April 25, 2025, Gang Wang resigned as our director and Chief Operating Officer.
Zhen Ba is our co-founder and has served as our director since June 2019, our vice president in charge of business development since the inception of Beijing Quhuo Technology Co., Ltd. in March 2012. Mr.
Zhen Ba is our co-founder and has served as our director since June 2019, our vice president in charge of business development since the inception of Beijing Quhuo in March 2012. Mr. Ba served as the director of sales for the region of North China at LF Logistics from 2010 to 2012 and our chief financial officer since July 2022.
Compensation” for more details on options and restricted shares granted to our directors and executive officers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Percentage ​ ​ ​ ​ ​ ​ of ​ of ​ ​ ​ Class A ​ Class B ​ Beneficial ​ Aggregate ​ ​ ​ Ordinary ​ Ordinary ​ Ownership ​ Voting ​ ​ ​ Shares ​ Shares ​ † ​ Power †† ​ Directors and Executive Officers** ​ ​ ​ ​ Leslie Yu(1) ​ 1,458,192 ​ 6,296,630 ​ 7.5 % 96.9 % Zhen Ba(2) 2,363,030 — 2.3 % 0.0 % Gang Wang * — * % * ​ Chenxi Zhao — — — — ​ Wenying Lyu — — — — ​ Fan Pan * — * * ​ Jingchuan Li — — — — ​ Jing Zhou — — — — ​ Jie Jiao — — — — ​ Directors and executive officers as a group 5,428,587 6,296,630 11.4 % 97.1 % Principal Shareholders ​ ​ ​ ​ ​ LESYU Investments Limited(1) — 6,296,630 6.1 % 96.9 % Shuyi Yang 6,113,540 — 5.9 % 0.2 % BZB Investment Limited(2) 2,363,030 — 2.3 % 0.0 % Baidu Online Network Technology (Beijing) Co., Ltd.(3) 5,950,290 — 5.8 % 0.2 % SBCVC Fund IV, L.P.(4) 5,827,980 — 5.7 % 0.2 % Cloud Alliance Inc./Zhifa Liu(5) 25,250,000 — 24.5 % 0.8 % * Less than 1% of our total outstanding shares as of April 10, 2024. ** The business address for our directors and executive officers is 3F, Building A, Xin'anmen, No. 1 South Bank, Huihe South Street, Chaoyang District, Beijing, People’s Republic of China. † For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of shares outstanding as of April 10, 2024. †† For each person and group included in this column, the percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
Compensation ” for more details on options and restricted shares granted to our directors and executive officers. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Percentage ​ ​ ​ ​ ​ ​ of ​ of ​ ​ ​ Class A ​ Class B ​ Beneficial ​ Aggregate ​ ​ ​ Ordinary ​ Ordinary ​ Ownership ​ Voting ​ ​ ​ Shares ​ Shares ​ † ​ Power †† ​ Directors and Executive Officers** ​ ​ ​ ​ Leslie Yu(1) ​ 1,458,192 ​ 6,296,630 ​ * ​ 77.3 % Zhen Ba(2) 2,363,030 — * ​ * ​ Shan Li — — — ​ — ​ Fan Pan 471,482 — * * ​ Jingchuan Li — — — — ​ Jing Zhou — — — — ​ Jie Jiao — — — — ​ Directors and executive officers as a group 4,292,704 6,296,630 1.2 % 77.3 % Principal Shareholder(s) ​ ​ ​ ​ ​ LESYU Investments Limited(1) — 6,296,630 6.1 % 77.3 % * Less than 1% of our total outstanding shares as of April 30, 2025. ** The business address for our directors and executive officers is 3F, Building A, Xin’anmen, No. 1 South Bank, Huihe South Street, Chaoyang District, Beijing, People’s Republic of China. † For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of shares outstanding as of April 30, 2025. †† For each person and group included in this column, the percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
The trustee of our equity incentive trust does not have any voting power in relation to the Class A ordinary shares held by Quhuo Holding (BVI) Limited. 110 Table of Contents (1) Represents (i) 6,296,630 Class B ordinary shares that are held by LESYU Investments Limited, a British Virgin Islands company wholly-owned by Mr. Leslie Yu.
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. 116 Table of Contents (1) Represents (i) 6,296,630 Class B ordinary shares that are held by LESYU Investments Limited, a British Virgin Islands company wholly-owned by Mr. Leslie Yu.
Jiao received her bachelor’s degree in law and economics from Peking University in 2003, and her master’s degree in law from Oxford University in 2005. Ms.
Jiao received her bachelor’s degree in law and economics from Peking University in 2003, and her master’s degree in law from Oxford University in 2005. Ms. Jiao is a Chartered Financial Analyst and obtained her PRC Legal Profession Qualification Certificate in 2010.
Board Practices Board of Directors Our board of directors consists of eight directors. A director is not required to hold any shares in our company to qualify to serve as a director.
Gang Wang served as our chief operating officer from September 2014 to April 2025, and our director from July 2022 to April, 2025. C. Board Practices Board of Directors Our board of directors consists of six directors. A director is not required to hold any shares in our company to qualify to serve as a director.
Jiao is a Chartered Financial Analyst and obtained her PRC Legal Profession Qualification Certificate in 2010. 103 Table of Contents The business address of our directors and executive officers is: 3rd Floor, Block A, Xin'anmen, No. 1 South Bank Huihe South Street, Chaoyang District, Beijing, People’s Republic of China.
The business address of our directors and executive officers is: 3F, Building A, Xin’anmen, No.1 South Bank, Huihe South Street, Chaoyang District, Beijing, People’s Republic of China. No family relationship exists between any of our directors and executive officers. 110 Table of Contents B.
The following table sets forth the numbers of our full-time employees by functions as of December 31, 2023. ​ ​ ​ ​ As of the ​ ​ December 31, ​ ​ 2023 Information technology research and development ​ 53 Operating ​ 370 General and administrative 67 Total 490 ​ We enter into employment contracts with our full-time employees, which contain standard confidentiality provisions.
The following table sets forth the numbers of our full-time employees by functions as of December 31, 2024. ​ ​ ​ ​ ​ As of the ​ ​ December 31, ​ ​ 2024 Information technology research and development ​ 48 Operating ​ 302 General and administrative 71 Total 421 ​ We enter into employment contracts with our full-time employees, which contain standard confidentiality provisions. 115 Table of Contents We are required under PRC law to make contributions to employee benefit plans at specified percentages of salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.
Ba served as the director of sales for the region of North China at LF Logistics from 2010 to 2012 and our chief financial officer since July 2022. Mr. Ba was a project manager at DHL Supply Chain (China) Co., Ltd. from January 2005 to August 2010. Mr.
Mr. Ba was a project manager at DHL Supply Chain (China) Co., Ltd. from January 2005 to August 2010. Mr.
Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Ms. Jie Jiao, Mr. Jingchuan Li and Ms. Jing Zhou, and is chaired by Ms. Jie Jiao. Each of Ms. Jie Jiao, Mr. Jingchuan Li and Ms.
Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, and has adopted a charter for each of the three committees. Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Ms. Jie Jiao, Mr. Jingchuan Li and Ms.
She has also served as an independent non-executive director of China Sunshine Paper Holdings Company Limited (HKEX: 2002) since January 2014, TradeGo FinTech Limited (HKEX: 8017) since September 2018 and independent non-executive director of MOG Holdings Limited (HKEX: 1942), and served as an independent director at China Index Holdings Limited (Nasdaq: CIH) from June 2019 to May 2022. Ms.
(HKEX: 0095) since February 2025. She previously held independent non-executive director roles at China Index Holdings Limited (Nasdaq: CIH) from June 2019 to May 2022, MOG Holdings Limited (HKEX: 1942) from April 2020 to August 2024, and Strong Petrochemical Holdings Limited (HKEX: 0852) from October 2024 to January 2025. Earlier in her career, Ms.
Lyu received her bachelor’s degree in 2010 from the University of Virginia and an MBA degree from the Wharton School of the University of Pennsylvania in 2015. Fan Pan has served as our chief technology officer since May 2015. Prior to joining us, Mr.
Fan Pan has served as our chief technology officer since May 2015. Prior to joining us, Mr. Pan co-founded and served as the chief technology officer at Beijing Gaotu Information Technology Co., Ltd. from May 2012 to December 2014. Mr. Pan also co-founded Visual China Group Co., Ltd.
Jiao has served as the chief financial officer of Play For Dream Inc. since June 2019.
Jiao has served as the advisor of Play For Dream Inc., a technology company, where she previously served as the chief financial officer from June 2019 to June 2024 and was mainly responsible for capital markets operations, investment relations, financial management, and legal affairs. Ms.
Removed
He also served as our director from August 2019 to July 2020. Prior to joining us, 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.
Added
Mr. Wang’s departure was not the result of any disagreement with management or the Board on any matter relating to the Company’s operations, policies or practices. Effective as of April 25, 2025, following the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board appointed Shan Li to fill the vacancy of the Board.
Removed
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. Chenxi Zhao has served as our director since August 2019. Ms.
Added
The Board also appointed Shan Li as the Chief Human Resources Officer of the Company. Leslie Yu is our founder and has served as chairman of our board of directors since June 2019 and our chief executive officer since the inception of Beijing Quhuo in March 2012. Prior to founding our company, Mr.
Removed
Zhao is also the partner of SB China Venture Capital since October 2018. Ms. Zhao has served various positions at SB China Venture Capital, including investment director, executive director and partner, since December 2014. She served as the investment director of iStart, an early-stage venture capital fund, from April 2012 to August 2014. Ms.
Added
In the role with Beijing Quhuo, she is responsible for human resources and administrative management, government relations, value-added business operations, the development of the company’s SOP system, and certain compliance and risk control functions. Prior to joining Beijing Quhuo Technology Co., Ltd., Ms.
Removed
Zhao also served as the investment manager of Shanghai Zhong Lu Group Co., Ltd. from June 2010 to March 2012. Ms. Zhao received her bachelor’s degree in accounting from Shanghai University of Finance and Economics in 2009 and her master’s degree in accounting from University of Southern California Marshall Business School in 2010.
Added
Li served as Senior Vice President of Leyou International Commercial Group Co., Ltd., a company specializing in maternity and baby products and services, from April 2010 to December 2019, where she oversaw the operations of multiple departments across the group and its subsidiaries.
Removed
Wenying Lyu has served as our director since September 2022. Ms. Lyu is also the Head of the Strategic Investment Management Department of Baidu since October 2019. Ms.
Added
From October 2007 to April 2010, she was Senior Vice President of Beijing Changjiu Logistics Corp., an automotive logistics provider listed on the Shanghai Stock Exchange (SHA: 603569), where she managed several departments at both the group and subsidiary levels. From March 2005 to October 2007, Ms.
Removed
Lyu had extensive work experience in investment banking, and served as Manager of Investment Banking at China International Capital Corporation Limited from July 2010 to July 2013 and as Executive Director of Investment Banking Department at Goldman Sachs Gao Hua Securities Company Limited from July 2015 to October 2019. Ms.
Added
Li served as the Vice President and Special Assistant to the Chairman of Zhongwang International Investment Group Co., Ltd., a diversified food company, where she was responsible for overseeing multiple departments across the group and facilitating operations. Earlier in her career, from June 1997 to March 2005, Ms.
Removed
Equity Incentive Trust Quhuo Trust was established under the trust deed, dated August 23, 2019, between us, The Core Trust Company Limited, or Core Trust, as trustee and Quhuo Holding (BVI) Limited, as nominees.
Added
Li held various roles at Yili Industrial Group Co., Ltd., a dairy company listed on the Shanghai Stock Exchange (SHA: 600887), rising from Purchasing Specialist to Project Leader. Ms. Li received her Bachelor’s Degree in Food Science and Engineering from Inner Mongolia Agricultural University in 1997 and her EMBA from Tsinghua University in 2005.
Removed
Through Quhuo Trust, our ordinary shares and other rights and interests under awards granted pursuant to the 2019 Plan may be provided to certain of recipients of equity awards. As of the date of this annual report, the participants in the Quhuo Trust include our employees, directors, consultants and certain of our executive officers.
Added
Jiao currently serves as an independent non-executive director of several publicly listed companies, including China Sunshine Paper Holdings Company Limited (HKEX: 2002) since January 2014, TradeGo FinTech Limited (HKEX: 8017) since September 2018, Palasino Holdings Limited (HKEX: 02536) since July 2024, EPI (Holdings) Limited (HKEX: 00689) since August 2024, Tianli Holdings Group Limited (HKEX: 0117) since December 2024, and LVGEM (China) Real Estate Investment Co., Ltd.
Removed
Participants in the Quhuo Trust transfer their equity awards to Core Trust to be held for their benefit.
Added
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “ Item 6. Directors, Senior Management and Employees—E. Share Ownership .” B. Related Party Transactions Contractual Arrangements with the VIE and its Shareholders We, through Quhuo Information, entered into a series of contractual arrangements with the VIE and its shareholders.
Removed
Upon satisfaction of vesting conditions and request by grant recipients, Core Trust will exercise the equity awards and transfer the relevant ordinary shares and other rights and interest under the equity awards to the relevant grant recipients with the consent of the trust administrator.
Added
Through the VIE agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their respective equity interest in the VIE to us, which enabled us to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and we, through Quhuo Information, have the right to receive economic benefits from the VIE that could potentially be significant to the VIE and have the obligation to absorb losses of the VIE that could potentially be significant to the VIE.
Removed
Each of the trust deeds provides that Core Trust shall not, and shall have no right to, exercise the voting rights attached to such ordinary shares unless otherwise directed by the trust administrator, which is the board of directors, its authorized committee or an authorized representative of our company.
Added
For a description of these contractual arrangements, see “ Item 4. Information on the Company—C. Organizational Structure—Our Contractual Arrangements .” Employment Agreements and Indemnification Agreements See “ Item 6. Directors, Senior Management and Employees—C. Board Practices— Employment Agreements and Indemnification Agreements .” Transaction with Hainan Huiliu Hainan Huiliu Tianxia Network Technology Co., Ltd.
Removed
To the extent permitted under the Plan and applicable law and regulations, the trustee shall follow the instruction of the Board or a committee of the Board consisting of one or more members of the Board in respect of the exercise of voting rights (if any) and powers in relation to the Class A ordinary shares held by Quhuo Holding (BVI) Limited until they have been transferred outside of the trust and/or the nominee to the personal accounts of the relevant grant recipient. 105 Table of Contents C.
Added
(“Hainan Huiliu”), is a company controlled by a principal shareholder of VIE and is engaged in labor recruitment services. We received labor consulting service from Hainan Huiliu of approximately RMB63.5 million, RMB25.0 million, and RMB30.4 million (US$4.2 million) in 2022, 2023 and 2024, respectively.
Removed
Board Diversity The following board diversity matrix sets forth the information concerning the gender, demographic background and certain other characteristics of our board of directors as of the date of this annual report, as self-identified by its members, in accordance with Rule 5606 of the Nasdaq Listing Rules. ​ ​ ​ ​ Country of Principal Executive Offices People’s Republic of China Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 8 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Did Not ​ ​ ​ ​ ​ ​ ​ ​ Disclose ​ Female Male Non-Binary Gender Part I: Gender Identity ​ ​ ​ ​ Directors ​ 4 ​ 4 ​ 0 ​ 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction ​ 0 LGBTQ+ ​ 0 Did Not Disclose Demographic Background ​ 0 ​ Committees of the Board of Directors Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, and has adopted a charter for each of the three committees.
Added
We had amounts due from Hainan Huiliu of approximately RMB0.3 million, and nil as of December 31, 2023 and 2024, respectively, representing service fees in relation to the labor consulting services we received from Hainan Huiliu, which we recorded as labor service income in other income. Amounts due from Hainan Huiliu were unsecured, interest-free and have fixed terms of repayment.
Removed
Terms of Directors and Officers Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of the shareholders.
Added
Transaction with Shenyang Bokai Shenyang Bokai Network Technology Co., Ltd. (“Shenyang Bokai”), is a company controlled by a manager of an affiliated entity, and is primarily engaged in labor recruitment services.
Removed
We are required under PRC law to make contributions to employee benefit plans at specified percentages of salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time.
Added
We had amounts due from Shenyang Bokai of approximately nil and nil as of December 31, 2023 and 2024, respectively. 117 Table of Contents Private Placements See “ Item 4. Information on the Company—A. History and Development of the Company .” Share Incentive Plan See “ Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan .” C.
Removed
None of our employees are represented by labor unions. 109 Table of Contents E.
Added
Interests of Experts and Counsel Not applicable. ​
Removed
Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Removed
(3) Represents 5,950,290 Class A ordinary shares held by Baidu Online Network Technology (Beijing) Co., Ltd., a limited liability company incorporated under the laws of the PRC and is ultimately wholly-owned by Baidu, Inc., a Cayman Island company listed on the Nasdaq Global Select Market under the symbol “BIDU.” The registered office of Baidu Online Network Technology (Beijing) Co., Ltd. is Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing, the PRC.
Removed
(4) Represents 5,673,780 Class A ordinary shares and 154,200 Class A ordinary shares in the form of ADSs held by SBCVC Fund IV, L.P., a Cayman Islands company. The general partner of SBCVC Fund IV, L.P. is SBCVC Management IV, L.P., a Cayman Islands company.
Removed
The registered office of SBCVC Fund IV, L.P. is Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
Removed
(5) Represents 14,000,000 Class A ordinary shares in the form of ADSs held by Cloud Alliance Inc. and 11,250,000 Class A ordinary shares in the form of ADSs held by Zhifa Liu, based on a Schedule 13D filed by the reporting persons on April 8, 2024 and amended on April 10, 2024.
Removed
Zhifa Liu holds a 51% ownership stake in Cloud Alliance Inc., serves as its chief executive officer and is responsible for its management. Cloud Alliance Inc. has another executive officer and minority owner, Mr. Yang Li, who is the President of Cloud Alliance Inc.
Removed
The address of the principal office of Cloud Alliance Inc. is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182. The business address of Mr. Zhifa Liu is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182. The business address of Mr. Yang Li is 8609 Westwood Center Drive, Suite 110, Tysons Corner, VA 22182.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

0 edited+1 added−11 removed0 unchanged
Removed
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B Related Party Transactions Contractual Arrangements with the VIE and its Shareholders We, through our WFOE, entered into a series of contractual arrangements with the VIE and its shareholders.
Added
Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ​ 117 Item 8. FINANCIAL INFORMATION ​ 118 Item 9. THE OFFER AND LISTING ​ 119 Item 10. ADDITIONAL INFORMATION ​ 119 Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ​ 133 Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES ​ 134 PART II ​ 137
Removed
Through the VIE agreements, the shareholders of the VIE effectively assigned all of their voting rights underlying their respective equity interest in the VIE to us, which enabled us to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and we, through our WFOE, have the right to receive economic benefits from the VIE that could potentially be significant to the VIE and have the obligation to absorb losses of the VIE that could potentially be significant to the VIE.
Removed
For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Our Contractual Arrangements.” Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—C. Board Practices— Employment Agreements and Indemnification Agreements.” 111 Table of Contents Shareholders Agreement We entered into our shareholders agreement on August 23, 2019 with our shareholders.
Removed
Pursuant to this shareholders agreement, our board of directors shall consist of up to nine directors.
Removed
SBCVC Fund IV, L.P. and iStart Venture Limited jointly have the right to appoint one director, each of Baidu Online Network Technology (Beijing) Co., Ltd., ClearVue YummyExpress Holdings, Ltd. and FUSI Irvine L.P. individually has the right to appoint one director, and the founders of the Company jointly have the right to jointly appoint five directors.
Removed
CDIB Private Equity (Fujian) Enterprise (Limited Partnership) and Zhongnan Capital (Hong Kong) Limited jointly have the right to appoint one board observer. The shareholders agreement also provides for certain preferential rights, including among others, right of participation, redemption rights and co-sale rights.
Removed
All the preferential rights have been terminated or waived upon the completion of our initial public offering in July 2020. Transaction with Hainan Huiliu Hainan Huiliu Tianxia Network Technology Co., Ltd., or Hainan Huiliu, is a company controlled by a principal shareholder and is engaged in labor recruitment services.
Removed
We received labor consulting service from Hainan Huiliu of RMB54.5 million, RMB63.5 million and RMB25.0 million (US$3.5 million) in 2021, 2022 and 2023, respectively.
Removed
We had amounts due from Hainan Huiliu of RMB4.8 million, RMB3.9 million and RMB0.3 million (US$36,000) as of December 31, 2021, 2022 and 2023, respectively, representing service fees in relation to the labor consulting services we received from Hainan Huiliu, which we recorded as labor service income in other income.
Removed
Amounts due from Hainan Huiliu were unsecured, interest-free and have fixed terms of repayment, which were RMB3.9 million and RMB0.3 million (US$36,000) as of December 31, 2022 and 2023, respectively. Transaction with Shenyang Bokai Shenyang Bokai Network Technology Co., Ltd., or Shenyang Bokai, is a company controlled by a manager, and is primarily engaged in labor recruitment services.
Removed
We received labor consulting service from Shenyang Bokai of RMB1.5 million, RMB1.6 million and nil in 2021, 2022 and 2023, respectively. Private Placements See “Item 4. Information on the Company—A. History and Development of the Company.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plan.” C. Interests of Experts and Counsel Not applicable. ​

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