Quhuo (NASDAQ: QH) adopts two-member audit panel under Cayman rules

Rhea-AI Filing Summary

Quhuo Limited reports a board change that leaves its audit committee with two members after the previously disclosed resignation of director Jing Zhou. The committee now consists of Jie Jiao and Jingchuan Li, both determined by the board to meet Nasdaq and Rule 10A-3 independence standards, with Ms. Jiao qualifying as an audit committee financial expert.

To address the reduced size, Quhuo plans to rely on a home country practice exemption and follow Cayman Islands practice instead of Nasdaq’s requirement for at least three independent audit committee members. As a result, the company will maintain a two-member independent audit committee while remaining within applicable listing and regulatory frameworks.

Insights

Corporate governance analyst

Quhuo keeps a compliant but smaller, two-member audit committee under a Cayman exemption.

Quhuo Limited confirms that, following Jing Zhou’s resignation, its audit committee now has two directors, Jie Jiao and Jingchuan Li. The board has concluded both satisfy independence requirements under Rule 10A-3 and applicable Nasdaq listing standards, which helps maintain formal oversight safeguards.

The designation of Ms. Jiao as an audit committee financial expert is important because this role typically provides deeper accounting and reporting expertise. However, the committee’s size is below Nasdaq’s usual three-member requirement, so Quhuo intends to rely on a Cayman Islands home country practice exemption instead of adding another independent director.

This approach keeps the company within an allowed governance framework but concentrates responsibilities on fewer individuals. Future disclosures about any further changes to committee composition or governance structure would add context on how Quhuo balances regulatory flexibility with board oversight depth.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number 001-39354

Quhuo Limited

(Exact name of registrant as specified in its charter)

3F, Building A, Xin’anmen, No. 1 South Bank

Huihe South Street, Chaoyang District Beijing,

People’s Republic of China

+86 (10) 5923-6208 

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

As previously disclosed in Quhuo Limited’s (the “Company”) Report on Form 6-K furnished to the U.S. Securities and Exchange Commission on January 27, 2026, Ms. Jing Zhou resigned from her positions as a director and member of the audit committee, compensation committee and nomination committee of the board of directors of the Company.

Following Ms. Zhou’s resignation, the Company’s audit committee consists of two members, Ms. Jie Jiao and Mr. Jingchuan Li. The board of directors of the Company has determined that each of Ms. Jiao and Mr. Li satisfies the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and the applicable Nasdaq listing standards. Also, the board of directors has determined that Ms. Jiao qualifies as an “audit committee financial expert.”

In connection with the change in the composition of the audit committee due to Ms. Zhou’s resignation, the Company intends to rely on the home country practice exemption to follow Cayman Islands practice in lieu of the requirement under Nasdaq Listing Rule 5605(c)(2)(A) that the company shall have an audit committee consisting of at least three independent directors. Accordingly, the Company’s audit committee will be comprised of two independent directors.

1

INCORPORATION BY REFERENCE

This Report on Form 6-K is incorporated by reference into the registration statements Form F-3, as amended (File No. 333-273087 and File No. 333-281997) of Quhuo Limited and shall be a part thereof from the date on which this Report on Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Quhuo Limited
Date: January 30, 2026	By:	/s/ Leslie Yu
		Name:	Leslie Yu
		Title:	Chairman and Chief Executive Officer

3

FAQ

What change did Quhuo (QH) disclose about its audit committee?

Quhuo disclosed that, after director Jing Zhou resigned, its audit committee now has two members, Jie Jiao and Jingchuan Li. Both have been determined independent under Rule 10A-3 and Nasdaq standards, with Ms. Jiao designated as an audit committee financial expert by the board.

Why is Quhuo (QH) relying on a home country practice exemption?

Quhuo plans to rely on a Cayman Islands home country practice exemption because its audit committee now has only two independent directors. This allows the company to follow Cayman governance practice instead of Nasdaq Listing Rule 5605(c)(2)(A), which normally requires at least three independent audit committee members.

Who currently serves on Quhuo’s (QH) audit committee?

Quhuo’s audit committee now consists of two board members, Jie Jiao and Jingchuan Li. The board determined both meet independence requirements under Rule 10A-3 and Nasdaq listing standards, and also determined that Ms. Jiao qualifies as an audit committee financial expert for the company.

How does Quhuo’s (QH) audit committee size compare with Nasdaq rules?

Nasdaq Listing Rule 5605(c)(2)(A) generally requires at least three independent directors on the audit committee. Quhuo’s audit committee has only two independent members but intends to follow Cayman Islands home country practice, which is permitted as an exemption from the standard Nasdaq requirement.

What does it mean that Quhuo’s (QH) Ms. Jiao is an audit committee financial expert?

The board determined that Jie Jiao qualifies as an audit committee financial expert, indicating she has significant accounting or financial reporting expertise. This designation is intended to enhance audit committee oversight of financial statements and controls, complementing the independence requirements under U.S. securities regulations and Nasdaq rules.

Is this Quhuo (QH) Form 6-K incorporated into existing registration statements?

Yes. Quhuo’s Form 6-K is incorporated by reference into its Form F-3 registration statements, File Nos. 333-273087 and 333-281997. This means the information in this report becomes part of those registration statements unless later filings supersede it for regulatory and disclosure purposes.