UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2025.

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report________________ 

For the transition period from                    to                       

Commission file number: 001-39547 

BOQII HOLDING LIMITED

(Exact name of Registrant as specified in itscharter)

N/A

(Translation of Registrant’s name intoEnglish)

Cayman Islands 

(Jurisdiction of incorporation or organization)

Building 9, No. 388, Shengrong Road 

Pudong New District, Shanghai 201210 

People’s Republic of China 

(Address of principal executive offices)

Yingzhi (Lisa) Tang 

co-Chief Executive Officer and Chief FinancialOfficer

Tel: +86 21-6109-6226

E-mail: lisa@boqii.com

Building 9, No. 388, Shengrong Road 

Pudong New District, Shanghai 201210 

People’s Republic of China 

(Name, Telephone, E-mail and/or Facsimile numberand Address of Company Contact Person)

Securities registered or to be registered pursuantto Section 12(b) of the Act:

Securities registered or to be registered pursuantto Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligationpursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of eachof the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

As of March 31, 2025, there were 460,729,482ordinary shares outstanding, being the sum of 447,691,753 Class A ordinary shares, including 1,692 Class A ordinary shares held bythe depositary bank underlying the options granted but not yet exercised under the Amended and Restated 2018 Global Share Plan, and13,037,729 Class B ordinary shares (or approximately 2,798,074 Class A ordinary shares and 81,486 Class B ordinary shares aftertaking into account of the 160-for-1 reverse split approved by shareholders on June 26, 2025).

Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐   No ☒

If this report is an annual or transition report,indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Actof 1934.

Yes ☐   No ☒

Note - Checking the box above will not relieveany registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligationsunder those Sections.

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days.

Yes ☒   No ☐

Indicate by check mark whether the registranthas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒   No ☐

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company that prepares itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the ExchangeAct. ☐ 

Indicate by check mark whether the registranthas filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report. ☐ 

If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correctionof an error to previously issued financial statements. ☐

Indicate by check mark whether any of those errorcorrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ 

Indicate by check mark which basis of accountingthe registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in responseto the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐Item 17    ☐ Item 18

If this is an annual report, indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒ 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registranthas filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequentto the distribution of securities under a plan confirmed by a court.

Yes ☐   No ☐

TABLE OF CONTENTS

INTRODUCTION

Except where the context otherwise indicates and for thepurpose of this annual report only:

Unless otherwise noted, alltranslations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report are made at RMB7.2567 to US$1.00, theexchange rate set forth in the H.10 statistical release of the Federal Reserve Board on March 31, 2025. We make no representation thatany Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at anyparticular rate, the rates stated below, or at all.

Unless otherwise stated inthis annual report, all numbers of our ordinary shares and related data have been updated to reflect the 160-for-1 reverse split approvedby our shareholders on June 26, 2025 (the “Reverse Split”).

FORWARD-LOOKING INFORMATION

This annual report containsstatements that constitute forward-looking statements which reflect our current expectations and views of future events. These statementsare made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995. Many of the forward-lookingstatements contained in this annual report can be identified by the use of forward-looking words such as “anticipate,” “believe,”“could,” “expect,” “should,” “plan,” “intend,” “estimate” and“potential,” among others.

Forward-looking statementsappear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or currentexpectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently availableto our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressedor implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the sectionentitled “Item 3. Key Information-3.D. Risk Factors” in this annual report. These risks and uncertainties include factorsrelating to:

This annual report containscertain data and information that we obtained from various government and private publications. Statistical data in these publicationsalso include projections based on a number of assumptions. Our industry may not grow at the rate projected by market data, or at all.Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of ClassA ordinary shares. In addition, the rapidly changing nature of pet industry results in significant uncertainties for any projections orestimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlyingthe market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You shouldnot place undue reliance on these forward-looking statements.

Forward-looking statementsspeak only as of the date they are made, and except to the extent required by applicable laws and regulations, we do not undertake anyobligation to update them in light of new information or future developments or to release publicly any revisions to these statementsin order to reflect later events or circumstances or to reflect the occurrence of unanticipated events. You should read this annual reportand the documents that we refer to in this annual report and exhibits to this annual report completely and with the understanding thatour actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionarystatements.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Holding Company Structure and Contractual Arrangements with theVIEs

Boqii is a Cayman Islandsholding company with no business operations. The Company conducts its operations in China through its PRC subsidiaries and the consolidatedvariable interest entities, or the VIEs, and the VIEs’ subsidiaries. The Company, its shareholders who are non-PRC residents andits subsidiaries do not and are not legally permitted to have any equity interests in the VIEs as current PRC laws and regulations restrictforeign investment in companies that engage in value-added telecommunication services and certain other restricted services related toour businesses. As a result, the Company operates relevant businesses in China through certain contractual arrangements by and among theWFOEs, the VIEs and the respective shareholders of the VIEs. This structure allows the WFOEs to be considered the primary beneficiaryof the VIEs for accounting purposes and are able to consolidate the VIEs’ operating results in the Company’s financial statementsunder the U.S. GAAP. This structure also provides contractual exposure to foreign investment in such companies. As of the date of thisannual report, to our knowledge, the VIE agreements have not been tested in a court of law in the PRC. Our corporate structure involvesunique risks to investors in the Class A ordinary shares. Investors in the Company’s Class A ordinary shares are purchasing equitysecurities of a Cayman Islands holding company rather than equity securities issued by the Company’s subsidiaries and the VIEs.Investors who are non-PRC residents may not directly hold equity interests in the VIEs under current PRC laws and regulations.

For the years ended March31, 2023, 2024 and 2025, the amount of revenues generated by the VIEs accounted for approximately 79.9%, 71.2% and 55.3% respectively,of our total net revenues. As of March 31, 2023, 2024 and 2025, total assets of the VIEs, excluding amounts due from other companies inour Company, equaled to approximately 44.3%, 44.8% and 49.1% of our consolidated total assets as of the same dates, respectively. If thePRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investmentin the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subjectto material penalties or be forced to relinquish our interests in those operations or otherwise significantly change our corporate structure.We and our investors face significant uncertainty about potential future actions by the PRC government that could affect the legalityand enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance ofour company as a whole. Our Class A ordinary shares may decline in value or become worthless, if we are unable to claim our contractualcontrol rights over the assets of the VIEs that conduct substantially all of our operations in China. For detailed discussion, see “Item3. Key Information-3.D. Risk Factors-Risks Related to Our Corporate Structure and Contractual Arrangements.”

The following diagram illustratesour corporate structure, including our principal subsidiaries and VIEs, as of the date of this annual report.

Notes:

		Equity interest
		Contractual arrangements, including the exclusive technical consulting and service agreement, intellectual property license agreement, equity pledge agreement, exclusive call option agreement, shareholders’ voting rights proxy agreement and loan agreement. See “Item 3. Key Information-Contractual Arrangements with the VIEs and Their Respective Shareholders.”

Contractual Arrangements with the VIEs and Their Respective Shareholders

Current PRC laws and regulationsimpose certain restrictions or prohibitions on foreign ownership of companies that engage in value-added telecommunication services. Boqiiis an exempted company with limited liability incorporated in the Cayman Islands and our wholly owned PRC subsidiaries are currently consideredforeign-invested enterprise. Accordingly, our PRC subsidiaries are not eligible to provide value-added telecommunication services in Chinaor import veterinary drugs. To ensure strict compliance with the PRC laws and regulations, we conduct such business activities throughthe VIEs, Suzhou Taicheng, Shanghai Guangcheng, Nanjing Xingmu and Suzhou Xingyun. Shanghai Xincheng, Xingmu WFOE and Meiyizhi WFOE, ourwholly owned subsidiaries in China, have entered into a series of contractual arrangements with the VIEs and their respective shareholders,which enable us to (i) direct the activities of the VIEs, (ii) receive substantially all of the economic benefits of the VIEs, and (iii)have an exclusive option to purchase all or part of the equity interests in the VIEs when and to the extent permitted by PRC law. Thesecontractual arrangements include the exclusive consultation and technical service agreement, loan agreements, equity pledge agreement,exclusive purchase option agreement, shareholder voting right trust agreement, and spousal consents, as the case may be.

As a result of these contractualarrangements, we are considered the primary beneficiary of the VIEs for accounting purposes and are able to consolidate their operatingresults in our financial statements under U.S. GAAP.

The following is a summaryof the major terms of the contractual arrangements by and among Shanghai Xincheng, Shanghai Guangcheng and the shareholders of ShanghaiGuangcheng. The contractual arrangements by and among Xingmu WFOE, Nanjing Xingmu and the shareholders of Nanjing Xingmu, the contractualarrangements by and among Shanghai Xincheng, Suzhou Taicheng and the shareholders of Suzhou Taicheng, and the contractual arrangementsby and among Meiyizhi WFOE, Suzhou Xingyun and the shareholders of Suzhou Xingyun are substantially similar to the corresponding contractualarrangements discussed below, unless otherwise indicated.

Exclusive Technical Consulting and Service Agreement

Pursuant to an exclusivetechnical consulting and service agreement entered into on August 4, 2020 by and between Shanghai Xincheng and Shanghai Guangcheng, ShanghaiGuangcheng agreed to appoint Shanghai Xincheng as its exclusive provider of consulting and services related to, among other things, e-commerceplatform design and maintenance, business consulting, internal training, labor support, market research and development, strategic planningand customer support and development. In exchange, Shanghai Guangcheng agrees to pay Shanghai Xincheng an annual service fee, at an amountthat is agreed by both parties. This agreement will remain effective unless Shanghai Xincheng and Shanghai Guangcheng terminate this agreementin writing.

Intellectual Property License Agreement

Pursuant to an intellectualproperty license agreement entered into on August 4, 2020 by and between Shanghai Xincheng and Shanghai Guangcheng, Shanghai Xinchengagreed to grant to Shanghai Guangcheng a nonsublicensable, nontransferable and nonexclusive license of certain intellectual propertiessolely for Shanghai Guangcheng’s use. In exchange, Shanghai Guangcheng agrees to pay a royalty, at an amount that is agreed by bothparties. The term of this agreement is ten years from the date of such agreement and will be automatically extended for another ten-yearterm unless it is terminated by three months’ written notice by the licensor.

Shareholders’ Voting Rights Proxy Agreement

Pursuant to the shareholders’voting rights proxy agreement entered into on August 4, 2020, by and among Shanghai Xincheng, Shanghai Guangcheng, and then shareholdersof Shanghai Guangcheng, as supplemented from time to time, such shareholders of Shanghai Guangcheng irrevocably authorized the personthen designated by Shanghai Xincheng to exercise such shareholders’ rights in Shanghai Guangcheng, including without limitation,the power to participate in and vote at shareholders’ meetings, the power to nominate and appoint the directors, senior management,the power to propose to convene a shareholders’ meeting, and other shareholders’ voting rights permitted by the Articles ofAssociation of Shanghai Guangcheng.

Equity Pledge Agreement

Pursuant to an equity pledgeagreement entered on October 16, 2019, by and between Shanghai Xincheng, Shanghai Guangcheng, and then shareholders of Shanghai Guangcheng,as supplemented by an equity pledge agreement entered into on August 4, 2020 and an equity pledge agreement entered into on September25, 2022, by and between Shanghai Xincheng, Shanghai Guangcheng, and Shanghai Chelin Information Technology Center (Limited Partnership),a then shareholder of Shanghai Guangcheng, such shareholders of Shanghai Guangcheng pledged all of their equity interests in ShanghaiGuangcheng to Shanghai Xincheng, to guarantee the performance of Shanghai Guangcheng, and, to the extent applicable, such shareholdersof Shanghai Guangcheng, or their obligations under the contractual arrangements of the VIEs. If Shanghai Guangcheng or such shareholdersfail to perform their obligations under the contractual arrangement of the VIEs, Shanghai Xincheng will be entitled to, among other things,the right to sell the pledged equity interests in Shanghai Guangcheng. The shareholders of Shanghai Guangcheng also undertake that, duringthe term of the equity pledge agreement, they will not dispose of the pledged equity interests or create or allow any encumbrance on thepledged equity interests without prior written consent of Shanghai Xincheng. As of the date of this annual report, the equity pledgesunder the share pledge agreements have been registered with the relevant PRC legal authority pursuant to PRC laws and regulations.

As of the date of this annualreport, all equity pledges under the share pledge agreements by and between the shareholders of Nanjing Xingmu and Xingmu WFOE, by andbetween the shareholders of Suzhou Xingyun and Meiyizhi WFOE, as well as by and between the shareholders of Suzhou Taicheng and ShanghaiXincheng have been registered with the relevant PRC legal authority pursuant to PRC laws and regulations.

Exclusive Call Option Agreement

Pursuant to an exclusivecall option agreement entered on August 4, 2020, by and between Shanghai Xincheng, Shanghai Guangcheng and then shareholders of ShanghaiGuangcheng, as supplemented from time to time, such shareholders of Shanghai Guangcheng irrevocably and unconditionally granted ShanghaiXincheng an exclusive call option to purchase, or have its designated person(s) to purchase, at its discretion, all or part of the equityoptions in Shanghai Guangcheng. The purchase price shall be the lowest price permitted by applicable PRC laws and regulations. The shareholdersof Shanghai Guangcheng undertake that, without the prior written consent of Shanghai Xincheng, they may not increase or decrease the registeredcapital or conduct any merger, transfer or dispose of their equity options and any other third-party rights thereon, dispose of, or procurethe management to dispose of, material assets of Shanghai Guangcheng, terminate or procure the management to terminate any material agreementsor enter into any agreements in conflict with any existing material agreement, appoint or dismiss any director, supervisor or any othersenior management which should be appointed or dismissed by such shareholders, procure Shanghai Guangcheng to declare or distribute anydistributable profits or dividends, procure the winding-up, liquidation or dissolution of Shanghai Guangcheng, amend its articles of associationor provide any loans to, or borrow any loans from, third parties or provide security or guarantee, or undertake any substantive obligationsbeyond the ordinary course of business. The exclusive call option agreement will remain effective until all equity options in ShanghaiGuangcheng held by such shareholders are transferred or assigned to Shanghai Xincheng or its designated representatives.

Loan Agreement

Shareholders of ShanghaiGuangcheng have entered into a loan agreement, as amended from time to time, with Shanghai Xincheng on August 4, 2020. Pursuant to theloan agreement, Shanghai Xincheng provided such shareholders with a long-term interest-free loan. The proceeds from the loans were usedfor the investment in or general business development of Shanghai Guangcheng. The loans can be repaid by transferring the shareholders’respective equity interests in Shanghai Guangcheng to Shanghai Xincheng or its designee.

Spousal Consent Letter

In addition to the contractualarrangements discussed above, each of the respective spouses of the individual shareholders of Nanjing Xingmu has executed an additionalspousal consent letter which contains terms as described below. Pursuant to the spousal consent letters dated September 26, 2019, eachof the respective spouses of the individual shareholders of Nanjing Xingmu, unconditionally and irrevocably agreed that the equity interestin Nanjing Xingmu held by and registered in the name of his/her spouse will be disposed of pursuant to the equity pledge agreement, theexclusive call option agreement and the shareholders’ voting rights proxy agreement. The spouse agreed not to assert any rightsover the equity interest in Nanjing Xingmu held by his/her spouse. In addition, in the event that the spouse obtains any equity interestin Nanjing Xingmu held by his/her spouse for any reason, the spouse agreed to be bound by the contractual arrangements.

These contractual arrangementsmay not be as effective as direct ownership in providing us with control over the VIEs. If the VIEs or their respective shareholders failto perform their respective obligations under the contractual arrangements, we could be limited in our ability to enforce the contractualarrangements and may have to incur substantial costs and expend additional resources to enforce such arrangements. We may also have torely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannotassure will be effective under PRC law, and such remedies may not be recognized, or enforced by PRC courts. As of the date of this annualreport, to our knowledge, the VIE agreements have not been tested in a court of law in the PRC.

In the opinion of LifengPartners, our PRC counsel:

In March 2019, the NationalPeople’s Congress of the PRC adopted the PRC Foreign Investment Law, which became effective on January 1, 2020. Among other things,the PRC Foreign Investment Law defines the “foreign investment” as investment activities in China by foreign investors ina direct or indirect manner, including those circumstances explicitly listed thereunder as establishing new projects or foreign investedenterprises or acquiring shares of enterprises in China, and other approaches of investment as stipulated by laws, administrative regulationsor otherwise regulated by the State Council. The PRC Foreign Investment Law does not specify whether foreign investors’ controllingPRC onshore variable interest entities via contractual arrangements will be recognized as “foreign investment” and thus besubject to the restrictions and/or prohibitions on foreign investments. Accordingly, the PRC regulatory authorities may in the futuretake a view that is contrary to the above opinion of our PRC counsel. If future laws and regulations specify that the VIE agreements arein violation of relevant PRC laws and regulations and the PRC government accordingly finds that the VIE agreements that establish thestructure for operating our podcasts, audio entertainment and other internet related businesses or for importing veterinary drugs do notcomply with PRC government restrictions on foreign investment in certain industries, such as value-added telecommunications services business,Class A ordinary shares may decline in value or become worthless, we could be subject to severe penalties, including being prohibitedfrom continuing operations. For detailed discussion, see “Item 3. Key Information-3.D. Risk Factors-Risks Related to Our CorporateStructure and Contractual Arrangements.”

Cash Flows through Our Organization

Transfer of Funds and Other Assets

We currently do not havecash management policies that dictate how funds are transferred between us, our subsidiaries and the VIEs. In practice, we estimate andallocate funds to our WFOE and the VIEs based on their respective available cash balances and forecasted cash requirements. Under relevantPRC laws and regulations, we are permitted to remit funds to the VIEs through loans rather than capital contributions. The following diagramsummarizes how funds were transferred among Boqii, our subsidiaries, and the VIEs as of March 31, 2025.

As of March 31, 2025, Boqiihad made cumulative capital contributions of approximately RMB1.2 billion (approximately US$164.3 million) to its PRC subsidiaries throughintermediate holding companies, which were accounted as long-term investments of Boqii. Furthermore, funds equivalent to approximatelyRMB31.4 million, nil, and nil were provided to the PRC subsidiaries as loans for the years ended March 31, 2023, 2024 and 2025, respectively,which were accounted as intra-Group payables due to the Group’s entities. These funds have been used by the Company’s PRCsubsidiaries and VIEs for their operations.

The VIEs may transfer cashto the relevant WFOEs by paying service fees according to the exclusive business cooperation agreements. Pursuant to these agreementsbetween each of the VIEs and its corresponding WFOEs, each of the VIEs agrees to pay the relevant WFOE for services related to designand maintenance of the e-commerce platform, consulting services, technical training, research, planning and development of the marketand customer support at an amount based on 100% of the balance of the gross consolidated profits of each VIE after offsetting the accumulatedlosses for the preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions requiredfor any financial year, or the amount determined by the WFOE in accordance with the terms of the agreements. Considering the future operatingand cash flow needs of the VIEs, for the years ended March 31, 2023, 2024 and 2025, no service fees were charged to the VIEs by the WFOEs,and no payments were made by the VIEs under these agreements. If there is any amount payable to relevant WFOEs under the VIE agreements,the VIEs will settle the amount accordingly. For more information, see “Item 3. Key Information-Condensed Consolidating Schedule”and consolidated financial statements included elsewhere in this annual report. For any amounts owed by the VIEs to our PRC subsidiariesunder the VIE agreements, unless otherwise required by PRC governmental authorities in accordance with relevant PRC laws and regulations,we are able to settle such amounts without limitations under the current effective PRC laws and regulations, provided that the VIEs havesufficient funds to do so.

Dividend Distribution to U.S. Investors and Tax Consequences

We have not previously declaredor paid any cash dividend, dividend in kind or distributions, and have no plan to declare or pay any dividends or distributions in thenear future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate andexpand our business. For more information, see “Item 8. Financial Information–8.A. Consolidated Statements and Other FinancialInformation-Dividend Policy.”

For purposes of illustration,the following discussion reflects the hypothetical taxes that might be required to be paid within Mainland China, assuming that: (i) wehave taxable earnings, and (ii) we determine to pay a dividend in the future:

Notes:

The table above has beenprepared under the assumption that all profits of the VIEs will be distributed as fees to our PRC subsidiaries under tax neutral contractualarrangements. If, in the future, the accumulated earnings of the VIEs exceed the fees paid to our PRC subsidiaries (or if the currentand contemplated fee structure between the intercompany entities is determined to be non-substantive and disallowed by Chinese tax authorities),the VIEs could, as a matter of last resort, make a nondeductible transfer to our PRC subsidiaries for the amounts of the stranded cashin the VIEs. This would result in such transfer being nondeductible expenses for the VIEs but still taxable income for the PRC subsidiaries.Such a transfer and the related tax burdens would reduce our after-tax income to approximately 50.6% of the pre-tax income.Our management believes that there is only a remote possibility that this scenario would happen.

For PRC and United Statesfederal income tax consideration of an investment in our Class A ordinary shares, see “Item 10. Additional Information-10.E.Taxation.”

Restrictions on Foreign Exchange and the Ability to TransferCash between Entities, Across Borders and to U.S. Investors

Boqii ’s ability topay dividends, if any, to its shareholders and to service any debt it may incur will depend upon dividends paid by our PRC subsidiaries.Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwisetransferring any of their net assets offshore to Boqii. In particular, under the current effective PRC laws and regulations, dividendsmay be paid only out of distributable profits. Distributable profits are the net profit as determined under PRC GAAP, less any recoveryof accumulated losses and appropriations to statutory and other reserves required to be made. Each of our PRC subsidiaries is requiredto set aside at least 10% of its after-tax profits each year, after making up previous years’ accumulated losses, if any, to fundcertain statutory reserve funds, until the aggregate amount of such a fund reaches 50% of its registered capital. As a result, our PRCsubsidiaries may not have sufficient distributable profits to pay dividends to us in the near future.

Furthermore, if certain proceduralrequirements are satisfied, the payment of current account items, including profit distributions and trade and service related foreignexchange transactions, can be made in foreign currencies without prior approval from State Administration of Foreign Exchange (the “SAFE”)or its local branches. However, where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses,such as the repayment of loans denominated in foreign currencies, approval from or registration with competent government authoritiesor its authorized banks is required. If we fail to comply with such requirements and satisfy our foreign currency demands, we may notbe able to pay dividends in foreign currencies to our offshore intermediary holding companies or ultimate parent company, and therefore,our shareholders or investors in Class A ordinary shares. We cannot assure you, in light of such requirements relating to the convertibilityof Renminbi into foreign currencies, that our current or future PRC subsidiaries will be able to satisfy their respective payment obligationsthat are denominated in foreign currencies, including the remittance of dividends outside of the PRC. If any of our subsidiaries incursdebt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Boqii. In addition,our PRC subsidiaries are required to make appropriations to certain statutory reserve funds, which are not distributable as cash dividendsexcept in the event of a solvent liquidation of the companies.

Condensed Consolidating Schedule

The following tables presentthe condensed consolidating schedules of financial information of Boqii, our subsidiaries that are the primary beneficiaries of VIEs andtheir subsidiaries, the VIEs and their subsidiaries, and other subsidiaries for the periods and as of the dates indicated.

Notes:

Notes: