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Cayman Islands
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Not Applicable
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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Zhen Ba
Chief Financial Officer 3rd Floor, Block A, Tonghui Building No. 1132 Huihe South Street Chaoyang District, Beijing 100020 The People’s Republic of China Telephone: (+86-10) 5923 6208 |
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Wei Wang Esq.
1345 Avenue of the Americas New York, NY 10105 Phone: (212) 370-1300 Fax: (212) 370-7889 |
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| | | | II-1 | | | |
| | | | II-5 | | |
Service
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Fees
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To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash) | | | Up to US$0.05 per ADS issued | |
Cancellation of ADSs, including the case of termination of the deposit agreement | | | Up to US$0.05 per ADS cancelled | |
Distribution of cash dividends | | | Up to US$0.05 per ADS held | |
Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements | | | Up to US$0.05 per ADS held | |
Distribution of ADSs pursuant to exercise of rights | | | Up to US$0.05 per ADS held | |
Distribution of securities other than ADSs or rights to purchase additional ADSs | | | Up to US$0.05 per ADS held | |
Depositary services | | | Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank | |
If we:
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Then:
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Change the nominal or par value of our ordinary shares | | | The cash, shares or other securities received by the depositary will become deposited securities. | |
Reclassify, split up or consolidate any of the deposited securities | | | Each ADS will automatically represent its equal share of the new deposited securities. | |
Distribute securities on the ordinary shares that are not distributed to you, or recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action | | | The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. | |
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Exhibit
Number |
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Exhibit Description
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| 23.2* | | | | |
| 23.3* | | | | |
| 23.4* | | | | |
| 24.1* | | | | |
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107*
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Signature
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Title
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Date
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/s/ Leslie Yu
Leslie Yu
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Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer) |
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June 30, 2023
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/s/ Zhen Ba
Zhen Ba
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Director, Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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June 30, 2023
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/s/ Gang Wang
Gang Wang
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Director and Chief Operating Officer
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June 30, 2023
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/s/ Chenxi Zhao
Chenxi Zhao
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Director
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June 30, 2023
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/s/ Wenying Lyu
Wenying Lyu
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Director
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June 30, 2023
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/s/ Jingchuan Li
Jingchuan Li
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Director
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June 30, 2023
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/s/ Jing Zhou
Jing Zhou
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Director
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June 30, 2023
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/s/ Jie Jiao
Jie Jiao
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Director
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June 30, 2023
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Exhibit 5.1
Our ref | VSL/760703-000003/21120393v5 |
QUHUO LIMITED
3rd Floor, Block A, Tonghui Building
No. 1132 Huihe South Street, Chaoyang District
Beijing, People's Republic of China
June 30, 2023
Dear Sirs
QUHUO LIMITED
We have acted as Cayman Islands legal advisers to QUHUO LIMITED (the "Company") in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the "Registration Statement"), filed on 30 June 2023 with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to future issuance and sale by the Company, on a delayed or continuous basis, from time to time in one or more offerings, up to US$300,000,000 of the following securities:
(i) | Class A ordinary shares of the Company of a par value of US$0.0001 each (the “Shares”), including in the form of American depositary shares, each representing ten Shares (the "ADSs"); |
(ii) | certain preferred shares of the Company with a par value of US$0.0001 each (the “Preferred Shares”); |
(iii) | certain debt securities of the Company, which may include debt securities exchangeable for or convertible into Shares or Preferred Shares (collectively the "Debt Securities"), each series of Debt Securities to be issued under indentures to be entered into by the Company and the trustee for such Debt Securities (the "Indentures") |
(iv) | warrants to subscribe for Shares, including in the form of ADSs, Preferred Shares, Debt Securities, or any combination of these securities of the Company (the “Warrants”) to be issued under warrant agreements to be entered into between the Company and the warrant agent for such Warrants thereunder (the “Warrant Agreements”); |
(v) | subscription rights to purchase Shares, including in the form of ADSs, in the Company (the “Subscription Rights”) to be issued under standby underwriting agreements to be entered into among the Company and one or more underwriters or rights agreements to be entered into among the Company and a rights agent for such Subscription Rights thereunder (the “Subscription Rights Agreements”); |
(vi) | units comprising of one or more of the Shares, including in the form of ADSs, Preferred Shares, Debt Securities, Warrants, or Subscription Rights in any combination (the “Units”) to be issued under unit agreements to be entered into between the Company and the unitholder for such Units thereunder (the “Unit Agreements”). |
We are furnishing this opinion as Exhibits 5.1 and 23.3 to the Registration Statement.
1 | Documents Reviewed |
For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:
1.1 | The certificate of incorporation of the Company dated 13 June 2019 issued by the Registrar of Companies in the Cayman Islands. |
1.2 | The second amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 4 June 2020 and effective immediately prior to the completion of the initial public offering of the Company's ADSs representing its Shares (the "Memorandum and Articles"). |
1.3 | The written resolutions of the board of directors of the Company dated 30 June 2023 (the "Directors’ Resolutions"), and the corporate records of the Company maintained at its registered office in the Cayman Islands. |
1.4 | A certificate from a director of the Company, a copy of which is attached hereto (the "Director's Certificate"). |
1.5 | A certificate of good standing dated 18 May 2023, issued by the Registrar of Companies in the Cayman Islands (the "Certificate of Good Standing"). |
1.6 | The Registration Statement. |
2 | Assumptions |
The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:
2.1 | Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals. |
2.2 | All signatures, initials and seals are genuine. |
2.3 | There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement and a duly authorised, executed and delivered Indenture, Warrant Agreement, Subscription Rights Agreement or Unit Agreement. |
2.4 | The Company will have sufficient Shares and Preferred Shares authorised for issue under the Memorandum and Articles at the time of issuance. |
2.5 | The Indentures and the Debt Securities, the Warrant Agreements and the Warrants, the Subscription Rights Agreements and the Subscription Rights, and the Unit Agreements and the Units are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
2.6 | The choice of the laws of the State of New York as the governing law of the Indentures and the Debt Securities, Warrant Agreements and the Warrants, the Subscription Rights and the Subscription Rights Agreements and the Units and the Unit Agreements, will be made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the Cayman Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the Cayman Islands). |
2.7 | The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Indentures and the Debt Securities, Warrants and the Warrant Agreements, the Subscription Rights Agreements and the Subscription Rights, and the Units and the Unit Agreements. |
2.8 | No monies paid to or for the account of the Company in respect of the Shares, the Preferred Shares, the Debt Securities, the Warrants, the Subscription Rights or the Units represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised) respectively). |
2.9 | There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below. |
3 | Opinion |
Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:
3.1 | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands. |
3.2 | The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares comprising of (i) 300,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 6,296,630 Class B Ordinary Shares of a par value of US$0.0001 each, and (iii) 193,703,370 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors of the Company (the "Board") may determine in accordance with the Memorandum and Articles. |
3.3 | With respect to the Shares, including those represented by ADSs, and the Preferred Shares, when (i) the Board has taken all necessary corporate action to approve the issue thereof, the terms of the offering thereof and related matters; (ii) the issue of such Shares or Preferred Shares has been recorded in the Company’s register of members (shareholders); and (iii) the subscription price of such Shares or Preferred Shares, (being not less than the par value of the Shares or Preferred Shares, as the case may be) has been fully paid in cash or other consideration approved by the Board, the Shares or Preferred Shares will be duly authorised, validly issued, fully paid and non-assessable. |
3.4 | With respect to each issue of the Debt Securities, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Debt Securities and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) an Indenture relating to the Debt Securities and the Debt Securities shall have been authorised and duly executed and delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with all relevant laws; and (iii) when such Debt Securities issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the Indenture relating to such issue of Debt Securities and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, such Debt Securities issued pursuant to the Indenture will have been duly executed, issued and delivered. |
3.5 | With respect to each issue of Warrants, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Warrants and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) a Warrant Agreement relating to the Warrants shall have been duly authorised and validly executed and delivered by the Company and the warrant agent thereunder; and (iii) the certificates representing the Warrants have been duly executed, countersigned, registered and delivered in accordance with the Warrant Agreement relating to the Warrants and the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided therein, the Warrants will be duly authorised, and constitute legal and binding obligations of the Company. |
3.6 | With respect to each issue of the Subscription Rights, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Subscription Rights and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) a Subscription Rights Agreement relating to the Subscription Rights and the Subscription Rights shall have been authorised and duly executed and delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with all relevant laws; and (iii) when such Subscription Rights issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the Subscription Rights Agreement relating to such issue of Subscription Rights and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, such Subscription Rights issued pursuant to the Subscription Rights Agreement will have been duly executed, issued and delivered, and constitute legal and binding obligations of the Company. |
3.7 | With respect to each issue of the Units, when (i) the Board has taken all necessary corporate action to approve the creation and terms of the Units and to approve the issue thereof, the terms of the offering thereof and related matters; (ii) a Unit Agreement relating to the Units and the Units shall have been authorised and duly executed and delivered by and on behalf of the Company and all the relevant parties thereunder in accordance with all relevant laws; and (iii) when such Units issued thereunder have been duly executed and delivered on behalf of the Company and authenticated in the manner set forth in the Unit Agreement relating to such issue of Units and delivered against due payment therefor pursuant to, and in accordance with, the terms of the Registration Statement and any relevant prospectus supplement, such Units issued pursuant to the Unit Agreement will have been duly executed, issued and delivered, and constitute legal and binding obligations of the Company. |
4 | Qualifications |
The opinions expressed above are subject to the following qualifications:
4.1 | To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law. |
4.2 | The obligations assumed by the Company under the Indentures, Warrant Agreements, the Subscription Rights Agreements, the Unit Agreements or the Debt Securities, the Warrants, Subscription Rights, and Units issued thereunder will not necessarily be enforceable in all circumstances in accordance with their terms. In particular: |
(a) | enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to, protecting or affecting the rights of creditors and/or contributories; |
(b) | enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy; |
(c) | some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences; |
(d) | where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; |
(e) | the courts of the Cayman Islands have jurisdiction to give judgment in the currency of the relevant obligation and statutory rates of interest payable upon judgments will vary according to the currency of the judgment. If the Company becomes insolvent and is made subject to a liquidation proceeding, the courts of the Cayman Islands will require all debts to be proved in a common currency, which is likely to be the "functional currency" of the Company determined in accordance with applicable accounting principles. Currency indemnity provisions have not been tested, so far as we are aware, in the courts of the Cayman Islands; |
(f) | arrangements that constitute penalties will not be enforceable; |
(g) | enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts; |
(h) | provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process; |
(i) | the courts of the Cayman Islands may decline to exercise jurisdiction in relation to substantive proceedings brought in matters where they determine that such proceedings may be tried in a more appropriate forum; |
(j) | we reserve our opinion as to the enforceability of the relevant provisions of the documents to the extent that they purport to grant exclusive jurisdiction as there may be circumstances in which the courts of the Cayman Islands would accept jurisdiction notwithstanding such provisions; and |
(k) | a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Indentures, Warrant Agreements, the Subscription Rights Agreements and the Unit Agreements whereby the Company covenants to restrict the exercise of powers specifically given to it under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"), including, without limitation, the power to increase its authorised share capital, amend its memorandum and articles of association or present a petition to a Cayman Islands court for an order to wind up the Company. |
4.3 | We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Indentures or the Debt Securities, Warrant Agreements or the Warrants, the Subscription Rights Agreements or the Subscription Rights, and the Unit Agreements or the Units. |
4.4 | We have not reviewed the final form of any of the Indentures, Warrant Agreements, the Subscription Rights Agreements, the Unit Agreements or the Debt Securities, Warrants, Subscription Rights, and Units to be issued thereunder, and our opinions are qualified accordingly. |
4.5 | We reserve our opinion as to the extent to which the courts of the Cayman Islands would, in the event of any relevant illegality or invalidity, sever the relevant provisions of the Indentures or the Debt Securities, Warrant Agreements or the Warrants, the Subscription Rights Agreements or the Subscription Rights, and the Unit Agreements or the Units and enforce the remainder or the transaction of which such provisions form a part, notwithstanding any express provisions in this regard. |
4.6 | Under the Companies Act (As Revised) of the Cayman Islands (the "Companies Act"), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted in it. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error). |
4.7 | In this opinion the phrase "non-assessable" means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). |
Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforcement of Civil Liabilities" and "Legal Matters" and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
Director's Certificate
_____________ 2023
To: | Maples and Calder (Hong Kong) LLP | |
26th Floor, Central Plaza | ||
18 Harbour Road | ||
Wanchai, Hong Kong |
Dear Sirs
QUHUO LIMITED (the "Company")
I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the "Opinion") in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. I hereby certify that:
1 | The Memorandum and Articles remain in full and effect and are otherwise unamended. |
2 | The Directors' Resolutions were duly passed in the manner prescribed in Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect. |
3 | The authorised share capital of the Company is US$50,000 divided into 500,000,000 shares comprising of (i) 300,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 6,296,630 Class B Ordinary Shares of a par value of US$0.0001 each, and (iii) 193,703,370 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the Memorandum and Articles. |
4 | All of the issued shares in the capital of the Company have been duly and validly authorised and issued and are fully paid and non-assessable (meaning that no further sums are payable to the Company on such shares and the Company has received payment therefor). |
5 | The shareholders of the Company have not restricted or limited the powers of the directors in any way and there is no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing and allotting the Shares or otherwise performing its obligations under the Registration Statement. |
6 | The directors of the Company at the date of the Directors' Resolutions and as at the date of this certificate were and are as follows: |
Zhen Ba
Leslie Yu
Chenxi Zhao
Jie Jiao
Jingchuan Li
Jing Zhou
Gang Wang
Wenying Lyu
7 | Each director considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in relation to the transactions which are the subject of the Opinion. |
8 | To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction and neither the directors nor shareholders of the Company have taken any steps to have the Company struck off or placed in liquidation. Further, no steps have been taken to wind up the Company or to appoint restructuring officers or interim restructuring officers, and no receiver has been appointed in relation to any of the Company's property or assets. |
9 | The Company is not subject to the requirements of Part XVIIA of the Companies Act (As Revised) of the Cayman Islands. |
I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you personally to the contrary.
[signature page follows]
Signature: | /s/ Zhen Ba | |
Name: | ||
Title: | Director |
Signature: | /s/ Leslie Yu | |
Name: | ||
Title: | Director |
Signature: | /s/ Chenxi Zhao | |
Name: | ||
Title: | Director |
Signature: | /s/ Jie Jiao | |
Name: | ||
Title: | Director |
Signature: | /s/ Jingchuan Li | |
Name: | ||
Title: | Director |
Signature: | /s/ Jing Zhou | |
Name: | ||
Title: | Director |
Signature: | /s/ Gang Wang | |
Name: | ||
Title: | Director |
Signature: | /s/ Wenying Lyu | |
Name: | ||
Title: | Director |
Exhibit 8.1
中国北京建国门外大街1号国贸写字楼2座12-14层100004
12-14th Floor, China World Office 2, No. 1 Jianguomenwai Avenue, Beijing 100004, China
电话 Tel: +86 10 6563 7181 传真 Fax: +86 10 6569 3838
电邮 Email: beijing@tongshang.com 网址 Web: www.tongshang.com
Legal Opinion
To: | Quhuo Limited |
3rd Floor, Block A, Tonghui Building
No. 1132 Huihe South Street, Chaoyang District
Beijing, 100020
People’s Republic of China
June 30, 2023
Dear Sirs:
We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the PRC Laws (as defined below). For the purpose of this legal opinion (this “Opinion”), the PRC does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.
We act as the PRC counsel to Quhuo Limited (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with the Company’s Registration Statement on Form F-3, (including all amendments or supplements thereto the “Registration Statement”), filed on June 30, 2023 with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended, relating to future issuance and sale by the Company, on a delayed or continuous basis, from time to time in one or more offerings, up to US$300,000,000 of the securities as set out in the Registration Statement (collectively, the “Securities”).
In so acting, we have reviewed the Registration Statement, and we have examined the originals or copies certified or otherwise identified to our satisfaction of the documents provided to us by the Company as we have deemed necessary for the purpose of rendering this Opinion (the “Documents”). Where important facts were not independently established to us or where important files were not sufficiently provided to us, we have relied upon certificates or statements issued by Governmental Authorities and appropriate representatives of the Company.
In examining the Documents and for the purpose of giving this Opinion, we have assumed without further inquiry: (a) the genuineness of all the signatures, seals and chops, the authenticity of the Documents submitted to us as original and the conformity with authentic original documents submitted to us as copies and the authenticity of such originals; (b) the truthfulness, accuracy and completeness of the Documents, as well as the factual statements contained in the Documents; (c) that the Documents provided to us remain in full force and effect up to the date of this Opinion and that none of the Documents has been revoked, amended, varied or supplemented except as otherwise indicated such documents; (d) that information provided to us by the Company, the PRC Subsidiaries (as defined below) and the Variable Interest Entity (as defined below) in response to our enquiries for the purpose of this Opinion is true, accurate, complete and not misleading, and that the Company, the PRC Subsidiaries and the Variable Interest Entity have not withheld anything that, if disclosed to us, would reasonably cause us to alter this Opinion in whole or in part; (e) all Governmental Authorizations and other official statement or documentation are obtained by lawful means in due course; (f) that each of the parties other than PRC companies is duly organized and is validly existing in good standing under the laws of its jurisdiction of organization and/or incorporation (as the case may be); (g) that all parties other than PRC companies have the requisite power and authority to enter into, execute, deliver and perform all the Documents to which they are parties and have duly executed, delivered, performed, and will duly perform their obligations under all the Documents to which they are parties; and (h) all documents submitted to us are legal, valid, binding and enforceable under all such laws as govern or relate to them other than PRC Laws.
For the purpose of rendering this Opinion, where important facts were not independently established to us, we have relied upon certificates issued by Governmental Authorities and representatives of the shareholders of the Company, the PRC Subsidiaries and the Variable Interest Entity with proper authority and upon representations, made in or pursuant to the Documents.
Capitalized terms used herein and not otherwise defined herein shall have the same meanings described in the Registration Statement.
The following terms as used in this Opinion are defined as follows:
“Contractual Arrangements” means the arrangements described under the caption “Our Contractual Arrangements” in the section “Prospectus Summary” in the Registration Statement.
“CSRC” means the China Securities Regulatory Commission.
“Governmental Authorities” means any national, provincial or local court, governmental agency or body, stock exchange authorities or any other regulator in the PRC.
“Governmental Authorizations” means licenses, consents, authorizations, sanctions, permissions, declarations, approvals, orders, registrations, clearances, annual inspections, waivers, qualifications, certificates and permits from, and the reports to and filings with, PRC Governmental Authorities pursuant to any applicable PRC Laws.
“M&A Rules” means the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration of Industry and Commerce, CSRC and the State Administration of Foreign Exchange of the PRC on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 2009.
“PRC Laws” means any and all officially published laws, regulations, statutes, rules, decrees, notices, and supreme court’s judicial interpretations currently in force and publicly available in the PRC as of the date hereof.
“PRC Subsidiaries” means Beijing Quhuo Information Technology Co., Ltd. (北京趣活信息技术有限公司), or the “Beijing WFOE” and Shanghai Quhuoqushun Information Technology Co., Ltd. (上海趣活趣顺信息技术有限公司).
“Overseas Listing Trial Measures” means the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC on February 17, 2023 and came into force on March 31, 2023.
“Prospectus” means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement.
“Variable Interest Entity” means Beijing Quhuo Technology Co., Ltd. (北京趣活科技有限公司).
Based upon and subject to the foregoing and the disclosures contained in the Registration Statement and the qualifications set out below, we are of the opinion that:
1. | Except as described in the Registration Statement, the ownership structures of the PRC Subsidiaries and the Variable Interest Entity do not result in any violation of the PRC Laws. |
2. | Except as described in the Registration Statement, the contractual arrangements among the Beijing WFOE, the Variable Interest Entity and its shareholders governed by the PRC Laws are valid, 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. |
3. | There are substantial uncertainties regarding the interpretation and application of the PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC authorities will not take a view that is contrary to or otherwise different from our opinion stated above. |
4. | Based on our understanding of the PRC Laws, in so far as the M&A Rules concerned , the CSRC’s approval is not required under the M&A Rules for the offerings of the Securities, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings under the Prospectus are subject to the M&A Rules; (ii) the PRC Subsidiaries were directly established as wholly foreign-owned enterprises, and the Company has not acquired any equity interest or assets of a PRC domestic company owned by PRC companies or individuals as defined under the M&A Rules that are the Company’s beneficial owners after the effective date of the M&A Rules; and (iii) no provision in the M&A Rules clearly classifies the contractual arrangements among the Beijing WFOE, the Variable Interest Entity and its shareholders as a type of transaction subject to the M&A Rules. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and our opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. |
5. | According to the Overseas Listing Trial Measures and supporting guidelines, PRC domestic companies that seek to offer and list securities in overseas markets, either directly or indirectly, are required to fulfill the filing procedure with the CSRC and report relevant information. Companies that had already been listed overseas as of March 31, 2023, 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. We are of the view that any future offering pursuant to the Prospectus will be subject to the Overseas Listing Trial Measures, and the Company should, through its major operating entity incorporated in the PRC, file for record with the CSRC within three business days after the completion of the initial offering and make a summary report to the CSRC after the completion of offerings pursuant to the Prospectus. |
6. | The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands. |
This Opinion is subject to the following qualifications:
1. | This Opinion relates only to the PRC Laws and we express no opinion as to any other laws and regulations. There is no guarantee that any of the PRC Laws, or the interpretation thereof or enforcement thereof, will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. |
2. | We have not verified, and express no opinion on, the truthfulness, accuracy and completeness of all factual statements expressly made in the Documents. |
3. | This Opinion is intended to be used in the context which is specifically referred to herein and each section should be looked on as a whole regarding the same subject matter and no part shall be extracted for interpretation separately from this Opinion. |
4. | This Opinion is subject to the effects of (i) certain legal or statutory principles affecting the enforceability of contractual rights generally under the concepts of public interest, national security, good faith and fair dealing, applicable statutes of limitation, and the limitations by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditor’s rights generally; (ii) any circumstance in connection with formulation, execution or performance of any legal documents that would be deemed materially mistaken, clearly unconscionable or fraudulent; (iii) judicial discretion with respect to the availability of injunctive relief, the calculation of damages, and the entitlement of attorneys’ fees and other costs, and (iv) the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in connection with the interpretation, implementation and application of relevant PRC Laws. |
This Opinion is rendered to you for the purpose hereof only, and save as provided herein, this Opinion shall not be quoted nor shall a copy be given to any person (apart from the addressee) without our express prior written consent except where such disclosure is required to be made by applicable law or is requested by the SEC or any other regulatory agencies.
We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference of our name under captions “Prospectus Summary,” “Risk Factors,” “Enforcement of Civil Liabilities,” and “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.
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[Signature Page]
Yours sincerely,
Commerce & Finance Law Offices | |
/s/ Commerce & Finance Law Offices |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the incorporation by reference in this Registration Statement of Quhuo Limited on Form F-3 of our report dated April 20, 2023, with respect to our audit of the consolidated financial statements of Quhuo Limited as of December 31, 2022 and for the year ended December 31, 2022 appearing in the Annual Report on Form 20-F of Quhuo Limited for the year ended December 31, 2022. We also consent to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Marcum Asia CPAs LLP
Beijing, PRC
June 30, 2023
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form F-3) and related Prospectus of Quhuo Limited of registration of Class A ordinary shares and to the incorporation by reference therein of our report dated September 9, 2022, with respect to the consolidated financial statements of Quhuo Limited , included in its Annual Report on Form 20-F for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young Hua Ming LLP
Shanghai, The People’s Republic of China
June 30, 2023
FILING FEES
Calculation of Filing Fee Tables
F-3
(Form Type)
Quhuo
Limited
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Class A ordinary shares, par value US$0.0001 per share(7) | 457(o) | (2) | (2) | (2) | ||||||
Fees to Be Paid | Equity | Preferred shares | 457(o) | (2) | (2) | (2) | ||||||
Fees to Be Paid | Debt | Debt securities | 457(o) | (2) | (2) | (2) | ||||||
Fees to Be Paid | Equity | Warrants | 457(o) | (2) | (2) | (2) | ||||||
Fees to Be Paid | Other | Subscription rights | 457(o) | (2) | (2) | (2) | ||||||
Fees to Be Paid | Other | Units | 457(o) | (2) | (2) | (2) | ||||||
Fees to Be Paid | Unallocated (Universal) Shelf | Unallocated (Universal) Shelf | 457(o) | 300,000,000 | 0.0001102 | $33,060.00 | ||||||
Fees Previously Paid | ||||||||||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ||||||||||||
Total Offering Amounts | $300,000,000(3)(4)(5) | $33,060.00 | ||||||||||
Total Fees Previously Paid | ||||||||||||
Total Fee Offsets | ||||||||||||
Net Fee Due | $33,060.00 |
(1) | Pursuant to Rule 416 of the Securities Act of 1933, as amended, or the Securities Act, this registration statement includes an indeterminate number of additional shares as may be issuable as a result of share subdivision, share combination or share dividends which occur during this continuous offering. |
(2) | An indeterminate amount or number of the securities of each identified class described in this registration statement is being registered as may from time to time be issued by the registrant at indeterminate prices in U.S. dollars, and subject to Rule 462(b) under the Securities Act, in no event will the aggregate maximum offering price of all securities sold by the registrant pursuant to this registration statement exceed US$300,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. The securities registered hereunder also include such indeterminate number of Class A ordinary shares as may be issued upon conversion, exercise or exchange of warrants that provide for such conversion into, exercise for or exchange into Class A ordinary shares. In addition, pursuant to Rule 416 under the Securities Act, the Class A ordinary shares being registered hereunder include such indeterminate number of Class A ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. |
(3) | Not specified as to each class of securities to be registered pursuant to General Instruction II.C. of Form F-3. |
(4) | An indeterminate aggregate amount of securities is being registered as may from time to time be sold at indeterminate prices. |
(5) | The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act on the basis of the maximum aggregate offering price of the securities listed. |
(6) | Class A ordinary shares may be offered and sold in the form of American Depositary Shares. American Depositary Shares issuable on deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-235360). Each American Depositary Share represents the right to receive ten Class A ordinary shares. |
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