Securities Registration: Employee Benefit Plan (s-8)
September 18 2020 - 8:23AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 18, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Quhuo Limited
(Exact
name of registrant as specified in its charter)
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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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3rd Floor, Block D, Tonghui Building
No. 1132 Huihe South Street, Chaoyang District
Beijing, Peoples Republic of China
(+86-10) 5338 4963
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2019 Share Incentive Plan
(Full title of the Plan)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Leslie Yu
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Dan Ouyang, Esq.
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Chief Executive Officer
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Wilson Sonsini Goodrich & Rosati
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3rd Floor, Block D, Tonghui Building
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Professional Corporation
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No. 1132 Huihe South Street, Chaoyang District
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Unit 2901, 29F, Tower C, Beijing Yintai Centre
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Beijing, Peoples Republic of China
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No. 2 Jianguomenwai Avenue
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(+86-10) 5338 4963
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Chaoyang District, Beijing 100022
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Peoples Republic of China
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(86) 10-6529-8300
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered(1)
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Amount to be
Registered(2)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Class A ordinary shares, par value US$0.0001 per
share
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8,935,192(3)(5)
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US$0.1161(3)
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US$1,037,375.8
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US$134.7
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Class A ordinary shares, par value US$0.0001 per
share
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567,358(4)(5)
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US$7.625(4)
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US$4,326,104.8
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US$561.5
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Total
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9,502,550(5)
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US$5,363,480.6
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US$696.2
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(1)
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The Class A ordinary shares of Quhuo Limited (the Company or Registrant) may be
represented by the Registrants ADSs, each of which represents one Class A ordinary share. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate
registration statement on Form F-6 (Registration No. 333-239528).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement includes an indeterminate number of additional shares of the Registrant, which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2019 Share Incentive
Plan (the Plan).
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(3)
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Represents Class A ordinary shares which are issuable upon the exercise of outstanding options previously
granted under the Plan as of the date of this registration statement and the corresponding proposed maximum offering price per share represents the weighted average of the exercise price of options which have been already granted and are outstanding
under the Plan.
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(4)
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Represents Class A ordinary shares underlying the share awards to be granted pursuant to the Plan. The
corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices
for the Registrants Class A ordinary shares as quoted on the NASDAQ on September 16, 2020.
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(5)
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Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that is
forfeited, cancelled or otherwise expired for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares which may be issued under the
Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information*
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Item 2.
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Registrant Information and Employee Plan Annual Information*
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* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with
Rule 428 under the Securities Act and the Note to Part I of Form S-8. In accordance with the rules and regulations of the Securities and Exchange Commission (the Commission) and
the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. The documents containing information specified in this Part I will be separately provided to the participants covered by the Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference
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The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:
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(a)
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The Registrants prospectus filed with the Commission on July
10, 2020 pursuant to Rule 424(b)(4) under the Securities Act, which includes audited financial statements as of December 31, 2018 and 2019,
and for the fiscal years ended December 31, 2017, 2018 and 2019 (File No. 333-238941); and
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(b)
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The description of the Registrants Class A ordinary shares incorporated by reference in the
Registrants registration statement on Form 8-A (File
No. 001-39354) filed with the Commission on June 29, 2020 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment and report
subsequently filed for the purpose of updating that description.
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All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document
incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also
is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.
Item 4.
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Description of Securities
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Not applicable.
Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does not limit the extent to which a companys articles of association may provide for indemnification of officers and
directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrants
amended and restated articles of association provide that the Registrant shall indemnify each of its directors and officers against all actions, proceedings, costs, charges, losses, damages or liabilities incurred or sustained by such directors or
officer, other than by reason of such persons fraud or dishonesty, in or about the conduct of the Registrants business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of their duties,
powers, authorities or discretions.
Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.22 to the
Registrants registration statement on Form F-1, as amended (File No. 333-238941), the Registrant has agreed to indemnify its directors and executive
officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7.
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Exemption from Registration Claimed
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Not applicable.
The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration
Statement (See the Exhibit Index attached hereto).
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to that information in the registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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EXHIBIT INDEX
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Exhibit Number
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Description
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4.1
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Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit
3.2 to the Registrants registration statement on Form F-1, as amended (File No. 333-238941))
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4.2
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Registrants Specimen Certificate for its Class A ordinary shares (incorporated herein by reference to Exhibit
4.1 to the Registrants registration statement on Form F-1, as amended (File No. 333-238941))
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4.3
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Registrants Specimen American Depositary Receipt (included in Exhibit 4.4 and incorporated herein by reference to the Registrants registration
statement on Form F-6, as amended (File No. 333-239528)
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4.4
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Form of Deposit Agreement among the Registrant, the depositary, and holders of American Depositary Shares evidenced by American Depositary Receipts issued
thereunder (incorporated herein by reference to the Registrants registration statement on Form F-6, as amended (File No. 333-239528)
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4.5
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English translation of Shareholders Agreement dated August
23, 2019 among the Registrant and other parties thereto (incorporated herein by reference to Exhibit 4.4 to the Registrants registration statement on Form F-1, as amended (File No. 333-238941))
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5.1*
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Opinion of Maples and Calder (Hong Kong) LLP, regarding the validity of the Class A ordinary shares being registered
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10.1
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2019 Share Incentive Plan (incorporated herein by reference to Exhibit 10.23 to the Registrants registration statement on Form F-1, as amended (File No. 333-238941))
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23.1*
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Consent of Ernst & Young Hua Ming LLP, an independent registered public accounting firm
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23.2*
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Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Powers of Attorney (included on signature page hereto)
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* Filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Beijing,
Peoples Republic of China, on September 18, 2020.
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Quhuo Limited
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By:
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/s/ Leslie Yu
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Name:
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Leslie Yu
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Title:
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each
of Mr. Leslie Yu and Ms. Wenting Ji, with full power to act alone, as his/her true and lawful attorney-in-fact, with the power of substitution, for and in such
persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing
requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on
September 18, 2020 in the capacities indicated.
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Signature
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Title
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/s/ Leslie Yu
Leslie Yu
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Chairman and Chief Executive Officer
(principal executive officer)
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/s/ Shuyi Yang
Shuyi Yang
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Director
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/s/ Zhen Ba
Zhen Ba
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Director
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/s/ Yung-Hung Chang
Yung-Hung Chang
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Director
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/s/ Harry Chi Hui
Harry Chi Hui
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Director
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/s/ Chenxi Zhao
Chenxi Zhao
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Director
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/s/ Fan Yang
Fan Yang
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Director
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/s/ Jingchuan Li
Jingchuan Li
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Independent Director
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/s/ Jing Zhou
Jing Zhou
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Independent Director
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/s/ Jie Jiao
Jie Jiao
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Independent Director
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/s/ Wenting Ji
Wenting Ji
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Chief Financial Officer
(principal financial and accounting officer)
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Quhuo Limited has signed
this registration statement or amendment thereto in New York on September 18, 2020.
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COGENCY GLOBAL INC.
Authorized U.S. Representative
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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