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
Departure of Director
On
January 21, 2026, Ms. Jing Zhou, a director of Quhuo Limited, a Cayman Islands exempted company (the “Company”), tendered
her resignation as a director and member of the audit committee, compensation committee and nomination committee of the board of directors
of the Company, effective immediately. Ms. Zhou’s resignation was for personal reasons and was not due to any disagreement with
the Company.
Entry into New Independent Director Agreements
On
January 21, 2026, the Company entered into new independent director agreements (the “New Agreements”) with each
of its independent directors, Mr. Jingchuan Li and Ms. Jie Jiao (collectively, the “Independent Directors”). These
agreements were entered into primarily for purpose of formally documenting the terms and conditions of their services, in particular,
establishing a fixed term of service for the Independent Directors.
Pursuant
to the New Agreements, each Independent Director serves for a fixed term expiring on July 8, 2026, unless terminated earlier in accordance
with the terms of the New Agreement or the Company’s memorandum and articles of association (as amended and/or restated from time
to time). Under the terms of the New Agreements, each Independent Director will continue to receive the same annual compensation and is
eligible to participate in the Company’s share incentive plan pursuant to the terms thereof.
The
foregoing description of the New Agreements is only a summary of their material terms, does not purport to be complete and is qualified
in its entirety by the full text of the New Agreements, a form of which is filed herewith as Exhibit 99.1 and incorporated herein by reference.
INCORPORATION BY REFERENCE
This Report on Form 6-K, including
the exhibit hereto, 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.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 99.1 |
|
Form of Independent Director Agreement |
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 27, 2026 |
By: |
/s/ Leslie Yu |
| |
|
Name: |
Leslie Yu |
| |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
INDEPENDENT DIRECTOR AGREEMENT
This INDEPENDENT
DIRECTOR AGREEMENT (the “Agreement”), is entered into as of _________________2026 (the “Effective Date”),
by and between [Company], a company incorporated and existing under the laws of Cayman Islands (the “Company”), and
[Director], an individual (the “Director”).
RECITALS
WHEREAS,
the Director has been appointed and serving as a director and a member and/or chair of one or more committees of the Company’s board
of directors (the “Board”) and desires to continue serving in the same positions during the Directorship Term (as defined
below);
WHEREAS,
the Company desires to continue retaining the services of the Director in the same positions during the Directorship Term; and
NOW, THEREFORE,
the Company and the Director wish to enter into the Agreement to document their arrangement under the terms and conditions set forth herein.
AGREEMENT
The parties hereto agree as follows:
The Director hereby agrees to serve as a director of the
Company and as a [member and/or chair] of [audit/compensation/nominating and corporate governance] committees of the Board (collectively,
the “Positions”).
Subject to the terms and conditions
of this Agreement and the Company’s memorandum and articles of association (as amended and/or restated from time to time, the “MAA”),
the term of the Agreement shall be until July 8, 2026 (the “Directorship Term”), commencing on the Effective Date,
unless terminated earlier pursuant to the terms of this Agreement.
| 3. | DUTIES AND RESPONSIBILITIES |
| (a) | During the Directorship Term, the Director shall render services for the Positions, which shall
include those customary for such positions of a Nasdaq-listed public company. The Director shall adhere to all applicable fiduciary duties
and other laws, rules and regulations imposed on a director of the Company. |
| (b) | During the Directorship Term, the Director shall make reasonable business efforts to attend all
meetings of the Board and of each committee on which the Director serves, and all periodically pre-scheduled Board and management conference
calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make him/herself available to the Company
at mutually convenient times and places, attend external meetings and presentations when agreed on in advance, as appropriate and convenient,
and perform such duties, services and responsibilities, and have the authority commensurate to such positions. |
| (c) | The Director will use his/her best efforts to promote the interests of the Company. The Company
recognizes that the Director (i) is or may become a full-time executive employee of another entity and that his/her responsibilities to
such entity must have priority and (ii) sits or may sit on the board of directors of other entities, subject to any limitations set forth
by the Sarbanes-Oxley Act of 2002 and limitations provided by any exchange or quotation service on which the Company’s securities
are listed or traded. Notwithstanding the same, the Director will provide the Company with prior written notice as soon as
reasonably practicable, of any future commitments to such entities and use reasonable business efforts to coordinate his/her respective
commitments so as to fulfill his/her obligations to the Company and, in any event, will fulfill his/her legal obligations as a Director.
Other than as set forth above, the Director will not, without the prior notification to the Board, engage in any other business activity
which could materially interfere with the performance of his/her duties, services and responsibilities hereunder or which is in violation
of the reasonable policies established from time to time by the Company, provided that the foregoing shall in no way
limit his/her activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities on which
he/she currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director
if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services
and responsibilities hereunder. |
| (a) | The Director shall use his/her best efforts to perform his/her duties hereunder.
The Director shall not, without prior consent of the Board, be concerned or interested in any business or entity that directly or indirectly
competes with the Company (any such business or entity, a “Competitor”), provided that nothing in this clause shall
preclude the Director from holding shares or other securities of any Competitor that is listed on any securities exchange or recognized
securities market anywhere, provided however, that the Director shall notify the Company in writing prior to his/her obtaining
a proposed interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably
require. |
| (b) | The Director hereby represents to the Company that: (i) the execution and delivery
of this Agreement by the Director and the performance by the Director of the Director’s duties hereunder shall not constitute a
breach of, or otherwise contravene, the terms of any other agreement or policy to which the Director is a party or otherwise bound, except
for agreements that are required to be entered into by and between the Director and any shareholder of the Company pursuant to applicable
law of the jurisdiction where the Director is based, if any; (ii) the Director has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Director entering into
this Agreement or carrying out his/her duties hereunder; and (iii) the Director is not bound by any confidentiality, trade secret or similar
agreement (other than this) with any other person or entity except for other shareholders(s) of the Company, as the case may be. |
| (a) | Compensation. The Director’s cash compensation shall be provided by
the Company in a separate schedule A attached hereto (“Schedule A”) or as specified in a separate agreement between
the Director and the Company’s designated subsidiary or affiliated entity, subject to annual review and adjustment by the Company
or the compensation committee of the Board. |
| (b) | Equity Incentives. To the extent the Company adopts and maintains a share
incentive plan, the Director will be eligible to participate in such plan pursuant to the terms thereof. |
| 6. | TERMINATION OF THE AGREEMENT |
| (a) | By the Company. The Board may terminate the Agreement, subject to the provisions
of the MAA. |
| (b) | By the Director. The Director may terminate the Agreement and resign from
the Board, subject to the provisions of the MAA. |
| (c) | Notice of Termination. Any termination of the Agreement shall be communicated
by prior written notice of termination from the terminating party to the other party at least thirty (30) days prior to the effective
date of termination, subject to the provisions of the MAA and in accordance with the provisions of Section 16 below. The notice of termination
shall indicate the specific provision(s) of this Agreement relied upon in effecting the termination. |
| 7. | CONFIDENTIALITY AND NON DISCLOSURE |
| (a) | Confidentiality and Non-disclosure. The Director hereby agrees at all times
during the term of his/her Agreement and after termination of the Agreement, to hold in the strictest confidence, and not to use, except
for the benefit of the Company, or to disclose to any person, corporation or other entity without written consent of the Company, any
Confidential Information. The Director understands that “Confidential Information” means any proprietary or confidential
information of the Company, its subsidiaries and affiliates (the “Group”), their clients, customers, employees, partners,
and licensors, including, without limitation, technical data, trade secrets, research and development information, product plans, services,
customer lists and customers (including, but not limited to, customers of the Group on whom the Director called or with whom the Director
became acquainted during the term of his/her Agreement), supplier lists and suppliers, software, developments, inventions, processes,
formulas, technology, designs, drawings, engineering, hardware configuration information, personnel information, marketing, finances,
information about the suppliers, joint ventures, licensors, licensees, distributors, and other persons with whom the Group does business,
information regarding the skills and compensation of other employees of the Group or other business information disclosed to the Director
by or obtained by the Director from the Group, or their clients, customers, or partners, either directly or indirectly, in writing, orally
or by drawings or observation of parts or equipment, if specifically indicated to be confidential or reasonably expected to be confidential.
Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public
through no fault of the Director. |
| (b) | Company Property. The Director understands that all documents (including
computer records, facsimile and e- mail) and materials created, received or transmitted in connection with his/her work or using the facilities
of the Group are property of the Group and subject to inspection by the Company, at any time. Upon termination of the Agreement with the
Company (or at any other time when requested by the Company), the Director will promptly deliver to the Company all documents and materials
of any nature pertaining to his/her work with the Company and will provide prompt written certification of the compliance with this Agreement.
Under no circumstances will the Director have, following his/her termination, in his/her possession any property of the Group, or any
documents or materials or copies thereof containing any Confidential Information. |
| (c) | Former Employer Information. The Director agrees that he/she has not and
will not, during the term of his/her Agreement, (i) improperly use or disclose any proprietary information or trade secrets of any former
employer or other person or entity with which the Director has an agreement or duty to keep in confidence, or (ii) bring into the premises
of the Group any document or confidential or proprietary information belonging to such former employer, person or entity unless consented
to in writing by such former employer, person or entity. The Director will indemnify the Company or the applicable Group member, and hold
it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit,
arising out of or in connection with any violation of the foregoing. |
| (d) | Third Party Information. The Director recognizes that the Group may have
received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on the Company’s
or applicable Group member’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
The Director agrees that the Director owes the Company and such third parties, during the Agreement by the Company and thereafter, a duty
to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and
to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party. |
| (e) | Non-Solicitation. The Director shall not solicit for employment any employee
of the Group with whom the Director has had contact due to the Positions. |
This Section 7 shall survive the
termination of this Agreement for any reason. In the event the Director breaches this Section 7, the Company shall have right to seek
remedies permissible under applicable law.
This Agreement is personal in
its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any rights
or obligations hereunder; provided, however, that, in the event of a merger, consolidation, or transfer or sale of all or substantially
all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof,
be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants,
duties, and obligations of the Company hereunder.
If any provision of this Agreement
or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can
be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
This Agreement constitutes the
entire agreement and understanding between the Director and the Company regarding the terms of the Agreement and supersedes all prior
or contemporaneous oral or written agreements concerning such subject matter, other than any such agreement under any agreement entered
into with a subsidiary of the Company at the request of the Company to the extent such agreement does not conflict with any of the provisions
herein. The Director acknowledges that he/she has not entered into this Agreement in reliance upon any representation, warranty or undertaking
which is not set forth in this Agreement.
The Director hereby agrees to
execute any proper oath or verify any proper document required to carry out the terms of this Agreement. The Director hereby represents
that the Director’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary
information acquired by the Director in confidence or in trust prior to his/her Employment by the Company. The Director has not entered
into, and hereby agrees that he/she will not enter into, any oral or written agreement in conflict with this Section 11. The Director
represents that the Director will consult his/her own consultants for tax advice and is not relying on the Company for any tax advice
with respect to this Agreement or any provisions hereunder.
This Agreement shall be governed
by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws.
Any dispute or controversy arising
under or in connection with this Agreement shall be settled exclusively by arbitration, conducted before a panel of three arbitrators
in New York, New York, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on
the arbitrator’s award in any court having jurisdiction. Each party to this agreement agrees that it will not challenge the jurisdiction
or venue provisions as provided in this Section 13.
This Agreement may not be amended,
modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which
agreement is executed by both of the parties hereto.
Neither the failure nor any delay
on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right,
remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed
as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
All notices, requests, demands and other
communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made
if (i) sent by facsimile or email (provided that confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party), (ii) delivered by hand, (ii) otherwise
delivered against receipt therefor, or (iv) sent by a recognized courier with next-day or second-day delivery to the last known
address of the other party.
This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies
of such signed counterparts may be used in lieu of the originals for any purpose.
| 18. | NOT AN EMPLOYMENT AGREEMENT |
This Agreement is not an employment
agreement, and shall not be construed or interpreted to create any right for the Director to be employed by the Company.
| 19. | NO INTERPRETATION AGAINST DRAFTER |
Each party recognizes that this
Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult with legal counsel of choice.
In any construction of the terms of this Agreement, the same shall not be construed against either party on the basis of that party being
the drafter of such terms. The Director agrees and acknowledges that he/she has read and understands this Agreement, is entering into
it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to
do so.
[Remainder of this page has
been intentionally left blank.]
IN WITNESS WHERE OF, this Agreement has been executed as
of the date first written above.
[Company]
[Director]
[Signature Page to Independent
Director Agreement]
Schedule
A
Annual compensation is RMB$[ ], paid semi-annually in arrears
in accordance with the Company’s regular payroll practices.
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