Boqii Holding Ltd Files 2024 Annual Report

Ticker: BQ · Form: 20-F · Filed: Oct 29, 2024 · CIK: 1815021

Sentiment: neutral

Topics: annual-report, 20-F, sec-filing

TL;DR

Boqii Holding Ltd filed its 2024 20-F, covering the fiscal year ending March 31.

AI Summary

Boqii Holding Ltd filed its annual report on Form 20-F for the fiscal year ended March 31, 2024. The company, incorporated in E9 and headquartered in Shanghai, operates in the retail sector. This filing serves as an annual report under the Securities Exchange Act of 1934.

Why It Matters

This filing provides investors with a comprehensive overview of Boqii Holding Ltd's financial performance and business operations for the fiscal year ending March 31, 2024, which is crucial for investment decisions.

Risk Assessment

Risk Level: low — This is a standard annual filing (20-F) and does not contain new or unusual risk-related information.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this Form 20-F filing for Boqii Holding Ltd?

The primary purpose is to serve as an annual report for the fiscal year ended March 31, 2024, as required by Section 13 or 15(d) of the Securities Exchange Act of 1934.

What is Boqii Holding Ltd's fiscal year end?

Boqii Holding Ltd's fiscal year ends on March 31.

Where is Boqii Holding Ltd's principal executive office located?

Boqii Holding Ltd's principal executive office is located at Floor 6, Building 1, No. 399 Shengxia Road, Pudong New District, Shanghai, F4 201203.

What is the SEC file number for Boqii Holding Ltd?

The SEC file number for Boqii Holding Ltd is 001-39547.

What is the SIC code for Boqii Holding Ltd?

The Standard Industrial Classification (SIC) code for Boqii Holding Ltd is 5990, which corresponds to Retail-Retail Stores, NEC.

Filing Stats: 4,502 words · 18 min read · ~15 pages · Grade level 13.9 · Accepted 2024-10-29 16:10:55

Key Financial Figures

Filing Documents

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark 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 BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No TABLE OF CONTENTS INTRODUCTION ii FORWARD-LOOKING INFORMATION iv PART I 1

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 59

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 87

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 87

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 99

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 106

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 107

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 107

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 108

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 114

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 115 PART II 117

ITEM DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. ITEM DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 117

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 117

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 117

[RESERVED]

ITEM 16 [RESERVED] 118

A. AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT 118

B. CODE OF ETHICS

ITEM 16.B. CODE OF ETHICS 118

C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 119

D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 119

E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 119

F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16.F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 119

G. CORPORATE GOVERNANCE

ITEM 16.G. CORPORATE GOVERNANCE 119

H. MINE SAFETY DISCLOSURE

ITEM 16.H. MINE SAFETY DISCLOSURE 121

I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 122

J. INSIDER TRADING POLICIES

ITEM 16.J. INSIDER TRADING POLICIES 122

K. CYBERSECURITY

ITEM 16.K. CYBERSECURITY 122 PART III 124

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 124

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 124

EXHIBITS

ITEM 19. EXHIBITS 125 i INTRODUCTION Except where the context otherwise indicates and for the purpose of this annual report only: "active buyers" in a given period refers to a registered account that accepted one or more shipped orders on our online sales platforms; for the avoidance of doubt, active buyers include both individual customers and small and medium pet businesses. The active buyers are calculated using internal company data, treating each account as a separate active buyer even though some buyers may buy through different accounts and multiple buyers may buy through the same account; "ADSs" refers to the American depositary shares, each representing 15 Class A ordinary shares (defined below); "Boqii" refers to Boqii Holding Limited, a Cayman Islands exempted company; "we," "us," "our company," "the Company," "the Group" and "our" refer to Boqii and its subsidiaries and, in the context of describing our operations and consolidated financial information, including the VIEs (defined below) and their respective subsidiaries; "brand owner" refers to a company engaging in the production and sale of branded pet goods; "brand partner" refers to a specific brand owner whose products are sold via our online sales platforms and offline network; "CAGR" refers to compound annual growth rate; "Class A ordinary shares" refers to our Class A ordinary shares, par value US$0.001 per share; "Class B ordinary shares" refers to our Class B ordinary shares, par value US$0.001 per share; "China" or the "PRC" refers to the People's Republic of China, including Hong Kong and Macau and, only for the purpose of this annual report, excluding Taiwan; the only instances in which "China" or the "PRC" do not include Hong Kong or Macau are when used in the case of laws and regulations, including, among others, tax matters, adopted by the People's Republic of China; the legal and operational risks associated with operating in China also apply to our operations in

Forward-looking statements appear in a number

Forward-looking statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under the section entitled " Item 3. Key Information-3.D. Risk Factors " in this annual report. These risks and uncertainties include factors relating to: our mission and strategies; our future business development, financial conditions and results of operations; the expected growth of the online retail and pet industries in China; our expectations regarding demand for and market acceptance of our products and services; our expectations regarding keeping and strengthening our relationships with customers, users, KOLs, brand partners, manufacturers, strategic partners, offline pet stores and pet hospitals and other stakeholders; competition in our industry; general economic and business condition in China; and relevant government policies and regulations relating to our industry. This annual report contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also 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 our ADSs. In addition, the rapidly changing nature of pet industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furth

Forward-looking statements speak only as of the date they are made,

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

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 Holding Company Structure and Contractual Arrangements with the VIEs Boqii is a Cayman Islands holding company with no business operations. The Company conducts its operations in China through its PRC subsidiaries and the consolidated variable interest entities, or the VIEs, and the VIEs' subsidiaries. The Company, its shareholders who are non-PRC residents and its subsidiaries do not and are not legally permitted to have any equity interests in the VIEs as current PRC laws and regulations restrict foreign investment in companies that engage in value-added telecommunication services and certain other restricted services related to our businesses. As a result, the Company operates relevant businesses in China through certain contractual arrangements by and among the WFOEs, the VIEs and the respective shareholders of the VIEs. This structure allows the WFOEs to be considered the primary beneficiary of the VIEs for accounting purposes and are able to consolidate the VIEs' operating results in the Company's financial statements under the U.S. GAAP. This structure also provides contractual exposure to foreign investment in such companies. As of the date of this annual report, to our knowledge, the VIE agreements have not been tested in a court of law in the PRC. Our corporate structure involves unique risks to investors in the ADSs. Investors in the Company's ADSs are purchasing equity securities 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 March 31, 2022, 2023 and 2024, the amount of revenues generated by the VIEs accounted for approximately 78.7%, 79.9%, and 71.2%, respectively, of our total net revenues. As of March 31, 2022, 2023 and 2024, total assets of the VIEs, excluding amounts due from other companies in our Company,

financial statements under U.S. GAAP

financial statements under U.S. GAAP. The following is a summary of the major terms of the contractual arrangements by and among Shanghai Xincheng, Shanghai Guangcheng and the shareholders of Shanghai Guangcheng. The contractual arrangements by and among Xingmu WFOE, Nanjing Xingmu and the shareholders of Nanjing Xingmu, the contractual arrangements by and among Shanghai Xincheng, Suzhou Taicheng and the shareholders of Suzhou Taicheng, and the contractual arrangements by and among Meiyizhi WFOE, Suzhou Xingyun and the shareholders of Suzhou Xingyun are substantially similar to the corresponding contractual arrangements discussed below, unless otherwise indicated. Exclusive Technical Consulting and Service Agreement Pursuant to an exclusive technical consulting and service agreement entered into on August 4, 2020 by and between Shanghai Xincheng and Shanghai Guangcheng, Shanghai Guangcheng agreed to appoint Shanghai Xincheng as its exclusive provider of consulting and services related to, among other things, e-commerce platform design and maintenance, business consulting, internal training, labor support, market research and development, strategic planning and customer support and development. In exchange, Shanghai Guangcheng agrees to pay Shanghai Xincheng an annual service fee, at an amount that is agreed by both parties. This agreement will remain effective unless Shanghai Xincheng and Shanghai Guangcheng terminate this agreement in writing. Intellectual Property License Agreement Pursuant to an intellectual property license agreement entered into on August 4, 2020 by and between Shanghai Xincheng and Shanghai Guangcheng, Shanghai Xincheng agreed to grant to Shanghai Guangcheng a nonsublicensable, nontransferable and nonexclusive license of certain intellectual properties solely for Shanghai Guangcheng's use. In exchange, Shanghai Guangcheng agrees to pay a royalty, at an amount that is agreed by both parties. The term of this agreement is ten years from t

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