Quhuo Limited has called an extraordinary general meeting to overhaul its capital structure and how its shares trade on Nasdaq. Shareholders are being asked to approve ending the American Depositary Receipt program, under which each ADS represents 900 Class A ordinary shares, and instead directly list Class A ordinary shares on Nasdaq.
The company is also seeking approval for a 32,000‑to‑1 consolidation of all share classes, which would temporarily raise par value to US$3.20 per share and shrink the number of authorized shares before a large increase in authorized capital to 1.2 billion shares. A special resolution would then reduce par value back to US$0.0001, create new Classes A, B, C and undesignated shares, and transfer the capital reduction credit into a distributable reserve that may be used, among other things, to offset accumulated losses.
Finally, the board seeks a five‑year authority to implement additional share consolidations of up to 1,000‑to‑1 (or a smaller whole‑share ratio not below two) at its discretion. The board recommends voting in favor of all proposals.
Quhuo Limited has called an extraordinary general meeting to overhaul its equity structure and how its shares trade on Nasdaq. Shareholders are being asked to approve ending the company’s American Depositary Receipt program and directly listing its Class A ordinary shares on Nasdaq, with a mandatory exchange of ADSs into underlying shares.
The board also seeks approval for a 32,000‑to‑1 consolidation of all share classes, changing par value from US$0.0001 to US$3.20 and rounding any fractional entitlements up to whole shares. Immediately afterward, the authorized share capital would be reset to 1.2 billion shares at US$3.20 par, then reduced back to US$0.0001 per share through a capital reduction, transfer of the resulting credit to a distributable reserve, and a sub‑division of unissued shares. A further proposal would authorize the board, for up to five years, to implement additional consolidations of up to 1,000‑to‑1 at its discretion.
Quhuo Limited is calling an extraordinary general meeting on March 11, 2026 to overhaul its capital structure and trading format. Shareholders are asked to approve ending the American Depositary Receipt program and directly listing Class A ordinary shares on Nasdaq, with a mandatory exchange of ADSs into underlying shares.
The company also seeks a 32,000‑to‑1 share consolidation across all classes, implemented on the same date as the ADR termination and direct listing. Immediately afterward, it proposes a large increase in authorized share capital, followed by a capital reduction that cuts par value per share back to US$0.0001 and a subdivision restoring 1.2 billion authorized shares.
A further proposal would authorize the board, for up to five years, to implement additional share consolidations of up to 1,000‑to‑1 at its discretion. The board unanimously recommends voting in favor of all five proposals.
Quhuo Limited is offering up to US$9,880,000 of American depositary shares in a registered direct sale to certain investors. Each ADS is priced at US$0.494 and represents 900 Class A ordinary shares with a par value of US$0.0001 per share.
The ADSs trade on the Nasdaq Global Market under the symbol QH, and the last reported sale price was US$0.9336 per ADS on February 10, 2026. The company states that its public float was approximately US$7.38 million, based on 4,667,728,777 Class A ordinary shares held by non-affiliates and a per ADS closing price of US$1.58 as of December 12, 2026.
The offering is made under an effective Form F-3 shelf registration, subject to the Form F-3 General Instruction I.B.5 limitation that caps primary offerings to no more than one-third of the company’s public float within any 12‑month period while non‑affiliate market value remains below US$75 million.
Quhuo Limited entered into a securities purchase agreement for a registered direct offering of 20,000,000 American Depositary Shares at $0.494 per ADS. Each ADS represents 900 Class A ordinary shares. The transaction is expected to close on February 12, 2026, with gross proceeds of approximately $9.88 million.
The company plans to use the net proceeds for working capital and general corporate purposes. After the transaction, total shares outstanding were 22,778,561,139, including 22,672,264,509 Class A shares, 6,296,630 Class B shares, and 100,000,000 Class C shares.
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.
Quhuo Limited reported changes to its board and director arrangements. On January 21, 2026, director Jing Zhou resigned from the board and from the audit, compensation and nomination committees, effective immediately, for personal reasons and not due to any disagreement with the company.
The company also entered into new independent director agreements with its independent directors Jingchuan Li and Jie Jiao, mainly to formally document their service terms and establish fixed terms. Each agreement runs until July 8, 2026, unless ended earlier under the agreements or the company’s memorandum and articles. The independent directors keep the same annual compensation and remain eligible to participate in the company’s share incentive plan. The Form 6-K, including the form of agreement, is incorporated by reference into Quhuo’s Form F-3 registration statements with file numbers 333-273087 and 333-281997.
Quhuo Limited reported that on January 14, 2026 it issued 990,000,000 Class A ordinary shares, each with a par value of US$0.0001, to certain employees under its 2025 Share Incentive Plan. These shares were issued in a private, unregistered transaction relying on the Section 4(a)(2) exemption from the U.S. Securities Act, meaning they were not sold in a public offering. The company also states that this report is incorporated by reference into its existing Form F-3 shelf registration statements, so the information about this share issuance is now formally included in those offerings.
Quhuo Limited reported results of its extraordinary general meeting. Shareholders approved multiple proposals, including adopting the Fourth Amended and Restated Memorandum and Articles of Association, which became effective on the meeting date and was filed in the Cayman Islands.
Following approval of Proposal 4, the company issued 100,000,000 Class C Ordinary Shares to LESYU Investments Limited at par value for total consideration of US$10,000 pursuant to Regulation S. Immediately after this issuance, Mr. Leslie Yu beneficially owned 6,296,630 Class B Ordinary Shares and 100,000,000 Class C Ordinary Shares, representing 98.06% of the company’s total voting power. As context, there were 896,950,139 ordinary shares outstanding as of September 5, 2025, the EGM record date.