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                              August 29, 2023

       Lisa Tang
       Chief Financial Officer
       Boqii Holding Ltd
       Building 9, No. 388, Shengrong Road
       Pudong New District, Shanghai 201210
       People   s Republic of China

                                                        Re: Boqii Holding Ltd
                                                            Form 20-F for the
Fiscal Year Ended March 31, 2023
                                                            File No. 001-39547

       Dear Lisa Tang:

              We have limited our review of your filing to the submission
and/or disclosures as
       required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
       we may ask you to provide us with information so we may better
understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Fiscal Year Ended March 31, 2023

       Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 128

   1.                                                   We note your statement
that you reviewed your register of members and public filings
                                                        made by your
shareholders, including reports of beneficial ownership on Schedule 13G,
                                                        and where applicable,
the amendments thereto, as well as inquiries to the relevant
                                                        shareholders by your
Company, in connection with your required submission under
                                                        paragraph (a) and your
disclosure that you have not relied upon any legal opinions or
                                                        third-party
certifications, such as affidavits, as the basis. Please supplementally
describe
                                                        any additional
materials that were reviewed. In your response, please provide a similarly
                                                        detailed discussion of
the additional materials reviewed or relied upon in connection with
                                                        the required
disclosures under paragraphs (b)(2) and (3).
   2.                                                   In order to clarify the
scope of your review, please supplementally describe the steps you
                                                        have taken to confirm
that none of the members of your board or the boards of your
                                                        consolidated foreign
operating entities are officials of the Chinese Communist Party. For
                                                        instance, please tell
us how the board members    current or prior memberships on, or
 Lisa Tang
Boqii Holding Ltd
August 29, 2023
Page 2
      affiliations with, committees of the Chinese Communist Party factored
into your
      determination.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Jimmy McNamara at 202-551-7349 or Andrew Mew at
202-551-3377
with any questions.



                                                          Sincerely,
FirstName LastNameLisa Tang
                                                          Division of
Corporation Finance
Comapany NameBoqii Holding Ltd
                                                          Disclosure Review
Program
August 29, 2023 Page 2
cc:       Li He
FirstName LastName