0001213900-26-067833
SEC filingQuhuo Limited schedules an extraordinary general meeting to revoke prior resolutions and approve a share consolidation, capital increase, and reduction in preparation for ADR termination and direct listing.
This Form 6-K filed by Quhuo Limited notifies shareholders of an extraordinary general meeting (EGM) to be held on July 6, 2026, at 10:00 p.m. Eastern Time. The meeting is necessary to revoke previous resolutions passed at the March 11, 2026 EGM (Proposals 2-5) because a subsequent board resolution on April 10, 2026 re-designated all 19.49 billion authorized but unissued undesignated shares as Class A ordinary shares, making the prior capital figures inconsistent. The new proposals align the authorized capital with the current structure and prepare for the termination of the American Depositary Receipt (ADR) program and the direct listing of Class A shares on Nasdaq, as previously approved.
Key proposals include: (1) a 32,000-to-1 share consolidation across all classes, changing par value from $0.0001 to $3.20, to take effect simultaneously with the ADR termination and listing; (2) an increase in authorized share capital from $10 million to $3.84 billion, creating 1.2 billion shares (1B Class A, 10M Class B, 10M Class C, and 180M undesignated) at $3.20 par value; (3) a subsequent capital reduction reducing par value back to $0.0001, with the resulting credit transferred to a distributable reserve (which can offset accumulated losses); and (4) authorization for the board, within five years, to effect additional share consolidations of up to 1,000-to-1 (or a lower amount not less than 2-to-1).
These actions are aimed at maintaining or increasing the share price post-listing, improving marketability, and attracting institutional investors. The board recommends voting FOR all proposals. The meeting will be held in Beijing, with record date June 9, 2026. Shareholders' approval is required: ordinary resolutions need a simple majority, while special resolutions (revocation and capital reduction) require a two-thirds majority. The outcome of this EGM is critical to the company's transition to a direct listing without ADRs, and the share consolidation and capital restructuring could significantly affect shareholder value.