0001104659-23-020339.txt : 20230214 0001104659-23-020339.hdr.sgml : 20230214 20230214061033 ACCESSION NUMBER: 0001104659-23-020339 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: YGS INVESTMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUHUO Ltd CENTRAL INDEX KEY: 0001781193 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92078 FILM NUMBER: 23621854 BUSINESS ADDRESS: STREET 1: 3RD FLOOR, BLOCK D, TONGHUI BUILDING STREET 2: NO. 1132 HUIHE SOUTH STREET CITY: BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 00861053318747 MAIL ADDRESS: STREET 1: 3RD FLOOR, BLOCK D, TONGHUI BUILDING STREET 2: NO. 1132 HUIHE SOUTH STREET CITY: BEIJING STATE: F4 ZIP: 100020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Yang Shuyi CENTRAL INDEX KEY: 0001845932 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 3RD FLOOR, BLOCK D, TONGHUI BUILDING STREET 2: NO. 1132 HUIHE SOUTH STREET CITY: BEIJING STATE: F4 ZIP: 100124 SC 13G/A 1 tm236755d1_sc13ga.htm SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO.1 TO

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Quhuo Limited

(Name of Issuer)

 

Class A Ordinary Shares, par value of $0.0001 per share

Class B Ordinary Shares, par value of $0.0001 per share

(Title of Class of Securities)

 

74841Q 209**

(CUSIP Number)

 

December 31, 2022

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

** CUSIP number 74841Q 209 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Global Market under the symbol “QH.” Each ADS represents ten Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

SCHEDULE 13G

 

CUSIP No. 74841Q 209

             
1.  

Names of Reporting Persons.

Shuyi Yang 

2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) ¨ (b) ¨

3.   SEC Use Only
4.  

Citizenship or Place of Organization

People’s Republic of China 

             

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   5.  

Sole Voting Power

6,113,540 Class A ordinary shares (See Item 4) 

  6.  

Shared Voting Power

0 

  7.  

Sole Dispositive Power

6,113,540 Class A ordinary shares (See Item 4) 

  8.  

Shared Dispositive Power

0 

             
9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

6,113,540 Class A ordinary shares (See Item 4)

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11.  

Percent of Class Represented by Amount in Row (9)

9.9% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) (See Item 4)

12.  

Type of Reporting Person (See Instructions)

IN

 

 

 

SCHEDULE 13G

 

CUSIP No. 74841Q 209

             
1.  

Names of Reporting Persons.

YGS Investment Limited

2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) ¨ (b) ¨

3.   SEC Use Only
4.  

Citizenship or Place of Organization

British Virgin Islands

             

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

   5.  

Sole Voting Power

0

  6.  

Shared Voting Power

0

  7.  

Sole Dispositive Power

0

  8.  

Shared Dispositive Power

0

             
9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

0

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

11.  

Percent of Class Represented by Amount in Row (9)

0

12.  

Type of Reporting Person (See Instructions)

CO

 

 

 

Item 1(a). Name of Issuer:

 

Quhuo Limited

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

3rd Floor, Block A, Tonghui Building, No. 1132 Huihe South Street

Chaoyang District, Beijing 100124

People’s Republic of China

 

Item 2(a). Name of Person Filing:

 

Shuyi Yang

YGS Investment Limited

 

Item 2(b). Address of Principal Business Office, or, if none, Residence:

 

Shuyi Yang

c/o Quhuo Limited

Rom 208-210, 2nd Floor, Block D, Tonghui Building, No. 1132 Huihe South Street

Chaoyang District, Beijing 100124

People’s Republic of China

 

YGS Investment Limited

Craigmuir Chambers, Road Town

Tortola, VG 1110

British Virgin Islands

 

 

 

Item 2(c). Citizenship:

 

Shuyi Yang - People’s Republic of China

YGS Investment Limited - British Virgin Islands

 

Item 2(d). Title of Class of Securities:

 

Class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”) and Class B ordinary shares, par value US$0.0001 per share (the “Class B Ordinary Shares”)

 

Item 2(e). CUSIP No.:

 

74841Q 209

 

CUSIP number 74841Q 209 has been assigned to the ADSs of the issuer, which are quoted on the Nasdaq Global Market under the symbol “QH.” Each ADS represents ten Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:

 

Not applicable

 

Item 4. Ownership

 

The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2022:

 

Reporting person  Amount
beneficially
owned:		   Percent of
class(1)		   Sole power to
vote or direct
the vote:		   Shared
power to
vote or to
direct the
vote:		   Sole power to
dispose or to
direct the
disposition
of:		   Shared power
to dispose or to
direct the
disposition of:		 
Shuyi Yang   6,113,540(2)    11.0%(3)    6,113,540(2)    0    6,113,540(2)     0 
YGS Investment Limited   0    0    0    0    0    0 

 

(1) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 55,379,583 Class A Ordinary Shares issued as of December 31, 2022.

 

(2) 6,113,540 Class A Ordinary Shares held by Mr. Shuyi Yang.

 

(3) The 6,113,540 Class A Ordinary Shares held by the reporting persons represent 9.9% of the Issuer’s outstanding ordinary shares as a single class, being the sum of 55,379,583 Class A Ordinary Shares and 6,296,630 Class B ordinary shares outstanding as of December 31, 2022, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to fifteen votes and is convertible into one Class A Ordinary Share.

 

Item 5. Ownership of Five Percent or Less of a Class

 

Shuyi Yang – Not applicable

 

YGS Investment Limited – If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable

 

Item 9. Notice of Dissolution of Group

 

Not applicable

 

Item 10. Certifications

 

Not applicable

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2023

 

  YGS Investment Limited
     
  By:

/s/ Shuyi Yang

    Name: Shuyi Yang
    Title: Director
   
  Shuyi Yang
     
  By:

/s/ Shuyi Yang

 

 

 

LIST OF EXHIBITS

 

Exhibit 99.1* – Joint Filing Agreement dated February 11, 2020, by and among the Reporting Persons

 

* Previously filed.