QuantaSing Group Ltd Files 2024 Annual Report

TL;DR

QSG's 2024 20-F is in, check Beijing HQ for educational services.

AI Summary

QuantaSing Group Ltd filed its annual report on Form 20-F for the fiscal year ended June 30, 2024. The company, incorporated in the Cayman Islands (E9), is primarily involved in educational services. Its principal executive offices are located in Beijing, China.

Why It Matters

This filing provides investors with the company's official financial and operational overview for the past fiscal year, crucial for understanding its performance and future prospects.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing a 20-F, the company operates under different regulatory frameworks and may present unique risks to investors compared to domestic US companies.

Key Numbers

• 0630 — Fiscal Year End (Indicates the end of the reporting period for financial statements.)
• 20240829 — Filing Date (The date the annual report was officially submitted to the SEC.)

Key Players & Entities

• QuantaSing Group Ltd (company) — Registrant
• 0001213900-24-073574 (dollar_amount) — Accession Number
• June 30, 2024 (date) — Fiscal Year End
• 001-41590 (dollar_amount) — SEC File Number
• 8200 (dollar_amount) — Standard Industrial Classification Code for Educational Services

FAQ

Key Financial Figures

• $0.0001 — ee Class A ordinary shares, par value US$0.0001 per share QSG The Nasdaq Global Market
• $ — ecurities and Exchange Commission; "US$," "U.S. dollars," "
  quot; or "dollars" refe
• $1 — dollars has been made at RMB7.2672 to US$1.00, the noon buying rate in effect on J

Filing Documents

• ea0211698-20f_quantasing.htm (20-F) — 3308KB
• ea021169801ex2-5_quanta.htm (EX-2.5) — 180KB
• ea021169801ex4-9_quanta.htm (EX-4.9) — 92KB
• ea021169801ex4-10_quanta.htm (EX-4.10) — 176KB
• ea021169801ex4-11_quanta.htm (EX-4.11) — 141KB
• ea021169801ex4-12_quanta.htm (EX-4.12) — 80KB
• ea021169801ex8-1_quanta.htm (EX-8.1) — 7KB
• ea021169801ex12-1_quanta.htm (EX-12.1) — 9KB
• ea021169801ex12-2_quanta.htm (EX-12.2) — 8KB
• ea021169801ex13-1_quanta.htm (EX-13.1) — 4KB
• ea021169801ex13-2_quanta.htm (EX-13.2) — 4KB
• ea021169801ex15-1_quanta.htm (EX-15.1) — 3KB
• ea021169801ex15-2_quanta.htm (EX-15.2) — 5KB
• ea021169801ex15-3_quanta.htm (EX-15.3) — 3KB
• ea021169801ex97-1_quanta.htm (EX-97.1) — 32KB
• image_001.jpg (GRAPHIC) — 95KB
• image_002.jpg (GRAPHIC) — 196KB
• ex15-2_001.jpg (GRAPHIC) — 3KB
• ex15-3_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-073574.txt ( ) — 15523KB
• qsg-20240630.xsd (EX-101.SCH) — 123KB
• qsg-20240630_cal.xml (EX-101.CAL) — 112KB
• qsg-20240630_def.xml (EX-101.DEF) — 564KB
• qsg-20240630_lab.xml (EX-101.LAB) — 1006KB
• qsg-20240630_pre.xml (EX-101.PRE) — 589KB
• ea0211698-20f_quantasing_htm.xml (XML) — 1900KB

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 136 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 137 PART II 140 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 140 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND

USE OF PROCEEDS

USE OF PROCEEDS 140 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 140 ITEM 16. RESERVED 142 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 142 ITEM 16B. CODE OF ETHICS 142 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 142 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 143 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 143 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 143 ITEM 16G. CORPORATE GOVERNANCE 144 ITEM 16H. MINE SAFETY DISCLOSURE 144 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 144 ITEM 16J. INSIDER TRADING POLICIES 144 ITEM 16K. CYBERSECURITY 145 PART III 146 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 146 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 146 ITEM 19. EXHIBITS 146 EXHIBIT INDEX 146 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i INTRODUCTION Except where the context otherwise requires and for purposes of this annual report on Form 20-F only: "ADRs" refers to the American depositary receipts which, if issued, evidence the ADSs; "ADSs" refers to American depositary shares, each of which represents three Class A ordinary shares; "affiliated entities" refers to Beijing Feierlai, Beijing Zhixueduxing Technology Co., Ltd. ("Beijing Zhixueduxing"), and their respective subsidiaries, and, in the context of describing our consolidated financial information before the completion of the restructuring and spin-off, refers to the respective variable interest entity and its subsidiaries in connection with our business at such relevant time; "Beijing Feierlai" refers to Feierlai (Beijing) Technology Co., Ltd., a variable interest entity; "Beijing Liangzizhige" refers to Beijing Liangzizhige Co., Ltd., one of our WFOEs; "CAC" refers to the Cyberspace Administration of China; "CSRC" refers to the China Securities Regulatory Commission; "CAGR" refers to compound annual growth rate; "China" or "PRC" refers to the People's Republic of China, and only in the context of describing the industry matters, including those derived from the F&S report, and the PRC laws, rules, regulations, regulatory authorities, and any PRC entities or citizens under such rules, laws and regulations and other legal or tax matters in this annual report, excludes Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region ; "Class A ordinary shares" refers to our Class A ordinary shares of par value US$0.0001 per share; "Class B ordinary shares" refers to our Class B ordinary shares of par value US$0.0001 per share; "HFCAA" refers to Holding Foreign Companies Accountable Act, as amended; "introductory course learners" refers to learners who enroll

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Company QuantaSing is a leading lifestyle solution provider empowering adults to live better and longer. Leveraging our profound understanding of adult users and robust infrastructure, we offer easy-to-understand, affordable, and accessible online courses to adult learners, as well as consumer products and services in selected areas to address the senior users' aspirations for wellness. Our Holding Company Structure and the Contractual Arrangements QuantaSing Group Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands with no substantive operations. We carry out our individual online learning services business in China through Beijing Liangzizhige, one of our WFOEs, and its contractual arrangements, commonly known as the VIE structure, with Beijing Feierlai, a variable interest entity based in China, and its nominee shareholder. A series of contractual arrangements, including voting rights proxy agreement, equity pledge agreement, exclusive consultancy and service agreement and exclusive option agreement, have been entered into by and among Beijing Liangzizhige, Beijing Feierlai and its shareholder. In addition, in May 2024, a similar series of contractual arrangements were entered into by and among Beijing Chuangyuqizhi Technology Co., Ltd. ("Beijing Chuangyuqizhi"), one of our WFOEs, Beijing Zhixueduxing and its nominee shareholder. The contractual arrangements allow us to (1) be considered as the primary beneficiary of the VIEs for accounting purposes and consolidate the financial results of the affiliated entities, (2) receive substantially all of the economic benefits of the affiliated entities, (3) have the pledge right over the equity interests in the VIEs as the pledgee, and (4) 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. For more details of these contractual arrangements, see "Item 4. Inf

View Full Filing

View this 20-F filing on SEC EDGAR