REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
/A |
* | Not for trading, but only in connection with the listing of the American depositary shares on the New York Stock Exchange. |
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | ☒ | ||||||
Emerging growth company |
† | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
☒ |
☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board |
☐ | Other |
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• | “ADSs” refers to the American depositary shares, each representing 4.5 Class A ordinary shares; |
• | “Boqii,” “we,” “us,” “our company,” “the Company,” “the Group” and “our” refer to Boqii Holding Limited, a Cayman Islands exempted company and its subsidiaries and, in the context of describing our operations and consolidated financial information, its VIEs; |
• | “Boqii Corporation” refers to Boqii Corporation Limited; |
• | “Boqii International” refers to Boqii International Limited; |
• | “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 “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong and Macau; |
• | “Chongni Network” refers to Chongni network technology (Shanghai) Co., Ltd; |
• | “Cuida” refers to Nanjing Cuida Biotechnology Co. Ltd.; |
• | “GMV” refers to gross merchandise volume, which is the total value of confirmed orders placed with us and sold through distribution model or drop shipping model where we act as a principal in the transaction regardless of whether the products are delivered or returned, calculated based on the listed prices of the ordered products without taking into consideration any discounts. With respect to products sold by Xingmu, such GMV is calculated based on the suggested retail prices of the ordered products without taking into consideration any discounts and regardless of whether the products are delivered or returned. For the avoidance of doubt, the total GMV amounts disclosed in this annual report (i) includes GMV of products sold by Xingmu, (ii) excludes products sold through consignment model and (iii) excludes the value of services offered by us; |
• | “Guangcheng Technology” refers to Shanghai Guangcheng Information Technology Co., Ltd.; |
• | “KOL” refers to key opinion leaders, or individuals who have the power to engage and impact people within a specific community or field; |
• | “MAU” refers to monthly active user, or the aggregate number of unique devices that were used to access our online platforms at least once in a given month. Our MAUs are calculated using internal company data, treating each distinguishable device as a separate MAU even though some users may access our platforms using more than one device and multiple users may access our platforms using the same device; |
• | “online platforms” refers to our online sales platforms and our content platform; |
• | “online sales platforms” refer to Boqii Mall, our flagship stores on third-party e-commerce platforms and our proprietary SaaS system; |
• | “PetDog” or “Beijing PetDog” refer to Beijing PetDog Technology Development Co., Ltd.; |
• | “MAA” means the twelfth amended and restated memorandum and articles of association of our company currently effective; |
• | “RMB” or “Renminbi” refers to the legal currency of the People’s Republic of China; |
• | “Shanghai Guangcheng” refers to Guangcheng (Shanghai) Information Technology Co., Ltd.; |
• | “Shanghai Xincheng” refers to Xincheng (Shanghai) Information Technology Co., Ltd.; |
• | “Shanghai Yiqin” refers to Shanghai Yiqin Pet Products Co., Ltd.; |
• | “shares” or “ordinary shares” refers to our Class A and Class B ordinary shares, par value US$0.0001 per share; |
• | “Shuangan” refers to Qingdao Shuangan Biotechnology Co., Ltd.; |
• | “Suzhou Taicheng” refers to Suzhou Taicheng Supply Chain Co., Ltd.; |
• | “US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States; |
• | “variable interest entities,” or “VIEs,” refers to the PRC entities of which we have power to control the management, and financial and operating policies and have the right to recognize and receive substantially all the economic benefits and in which we have an exclusive option to purchase all or part of the equity interests at the minimum price possible to the extent permitted by PRC law; |
• | “Xingmu” or “Nanjing Xingmu” refers to Nanjing Xingmu Biotechnology Co., Ltd.; |
• | “Xingmu Group” refers to Xingmu Group Limited; |
• | “Xingmu Holding” refers to Xingmu Holding Limited; |
• | “Xingmu HK” refers to Xingmu HK Limited; |
• | “Xingmu International” refers to Xingmu International Limited; |
• | “Xingmu WFOE” refers to Nanjing Xinmu Information Technology Co., Ltd.; |
• | “Yoken Holding” refers to Yoken Holding Limited; |
• | “Yoken International” refers to Yoken International Limited; and |
• | “Yoken WFOE” refers to Chengdu Chongaita Information Technology Co., Ltd.; |
• | 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. |
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Equity interest | |
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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 “—Contractual Arrangements with the VIEs and their Respective Shareholders.” |
• | the ownership structures of the VIEs do not and will not contravene any PRC laws or regulations currently in effect; and |
• | the agreements under the contractual arrangements among Shanghai Xincheng, Shanghai Guangcheng and their respective shareholders, among Xingmu WFOE, Nanjing Xingmu and their respective shareholders, as well as among Shanghai Xincheng, Suzhou Taicheng and their respective shareholders governed by PRC laws are valid and binding upon each party to such agreements and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect. |
• | Our limited operating history across our various business initiatives makes it difficult to evaluate our business prospects and future growth rate. |
• | We have a history of net losses and may continue to incur losses in the future. |
• | We have significant working capital requirements and have historically experienced working capital deficits. If we continue to experience such working capital deficits in the future, our business, liquidity, financial condition and results of operations may be materially and adversely affected. |
• | If we are unable to diversify our monetization channels, our business and prospects may be materially and adversely affected. |
• | Our business, prospects and financial results may be affected by our relationship with third-party e-commerce platforms. |
• | Our business is subject to the changing preferences and needs of our customers and their pets. Any failure by us to timely adapt our offerings according to changes in customer preferences may adversely affect our business and results of operations. |
• | If we fail to acquire and retain new customers, or fail to do so in a cost-effective manner, our business, financial condition and results of operations may be materially and adversely affected. |
• | There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to the agreements that establish the VIE structure for our operations in China, including potential future actions by the PRC government, which could affect the enforceability of our contractual arrangements with the VIEs and, consequently, significantly affect our financial condition and results of operations. If the PRC government finds our contractual arrangements noncompliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIEs. |
• | Any failure by any of the VIEs or their shareholders to perform their respective obligations under our contractual arrangements with them would have a material and adverse effect on our business. |
• | We rely on contractual arrangements with the VIEs and their respective shareholders for our business operations, which may not be as effective as direct ownership in providing operational control. |
• | The approval, filing or other requirements of the China Securities Regulatory Commission or other PRC government authorities may be required under PRC law in connection with our issuance of securities overseas or maintenance of the listing status of our ADSs, and the PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs. |
• | Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment Law and how it may impact our business, financial condition and results of operations. |
• | Our contractual arrangements are governed by PRC law. Accordingly, these contracts would be interpreted in accordance with PRC law, and any disputes would be resolved in accordance with PRC legal procedures. |
• | Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. |
• | Our business, financial condition and results of operations depend on the level of consumer confidence and spending in China and may be adversely affected by the downturn in the global or Chinese economy. |
• | Uncertainties with respect to the PRC legal system could adversely affect us. |
• | Any failure or perceived failure by us to comply with Anti-monopoly Guidelines for Internet Platforms and other Anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on our business, financial condition and results of operations. |
• | You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus based on foreign laws. |
• | It may be difficult for overseas regulators to conduct investigation or collect evidence within China. |
• | Our ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. |
• | The potential enactment of the Accelerating Holding Foreign Companies Accountable Act would decrease the number of noninspection years from three years to two years, thus reducing the time period before our ADSs may be delisted or prohibited from over-the-counter over-the-counter |
• | We face possible delisting by the NYSE due to non-compliance with the continued listing standards of the NYSE. |
• | The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors. |
• | The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs. |
• | If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding the ADSs, the market price for the ADSs and trading volume could decline. |
• | The sale or availability for sale of substantial amounts of ADSs could adversely affect their market price. |
• | Techniques employed by short sellers may drive down the market price of the ADSs. |
• | Due to our ADS’s price fluctuations, there is a significant risk that we will be a passive foreign investment company, or a PFIC, for the current or any future taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in the ADSs or our Class A ordinary shares. |
• | maintain superior customer experience; |
• | maintain a diverse selection of high-quality products; |
• | maintain and grow our customer base, online community user base and keep our users highly active and engaged; |
• | maintain and grow our content offerings and ensure access to high-quality content creators, especially KOLs; |
• | maintain and enhance our reputation and goodwill generally and in the event of any negative publicity on product quality, customer services, internet security, or other issues affecting us or our industry in China; |
• | maintain our relationships with brand partners, manufacturers, physical pet stores and pet hospitals and oversee the quality of products and services provided by these third parties; and |
• | maintain our relationships with KOLs and ensure that their behaviors represent our brands and products. |
• | the size and composition of our customer base; |
• | the number of brand partners and products that we feature; |
• | the quality and price of the products that we offer; |
• | our ability to customize content and product recommendations to customers tailored to their needs; |
• | the convenient shopping experience that we provide; |
• | our selling and marketing efforts, including our ability to promote the brands of our brand partners and our private label brands; and |
• | our reputation and brand strength. |
• | alleged misconduct or other improper activities committed by our shareholders, affiliates, directors, officers and other employees, as well as our brand partners, manufacturers, content creators, third-party platforms, delivery service providers and other third parties; |
• | allegations or rumors about us or our shareholders, affiliates, directors, officers and other employees, as well as our brand partners, manufacturers, content creators, third-party platforms, delivery service providers and other third parties; |
• | customer complaints about the quality of products and services provided by us or third parties we cooperate with; |
• | infringement activities associated with counterfeit goods on our platform; |
• | security breaches or customer data leakage; |
• | governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations; |
• | instances of product or service safety issues, even those not involving us or our business partners; and |
• | other lawsuits and legal proceedings, with or without merits. |
• | protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; |
• | addressing concerns related to privacy and sharing, safety, security and other factors; and |
• | complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure or security of personal information, including any requests from regulatory and government authorities relating to such data. |
• | revoking the business licenses and/or operating licenses of such entities; |
• | discontinuing or placing restrictions or onerous conditions on our operation through any transactions between our PRC subsidiaries and the VIEs; |
• | imposing fines on us, placing restrictions on our right to collect revenues, confiscating the income from our PRC subsidiaries or the VIEs, or imposing other requirements with which we or the VIEs may not be able to comply; |
• | requiring us to restructure our ownership structure or operations, including terminating the contractual arrangements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect our ability to consolidate, derive economic interests from, or exert effective control over the VIEs; |
• | shutting down our servers or blocking our mobile apps and websites; |
• | requiring us to restructure the operations in such a way as to compel us to establish a new enterprise, reapply for the necessary licenses or relocate our businesses, staff and assets; |
• | imposing additional conditions or requirements with which we may not be able to comply; or |
• | taking other regulatory or enforcement actions against us that could be harmful to our business. |
• | actual or anticipated fluctuations in our results of operations, e.g., net revenues, earnings and cash flows; |
• | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; |
• | announcements of significant technical innovations, new investments, acquisitions, strategic partnerships, joint ventures, results of operations or capital commitments by us or our competitors; |
• | announcements of new offerings, solutions and expansions by us or our competitors; |
• | failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors; |
• | detrimental adverse publicity about us, our services or our industry; |
• | announcements of new regulations, rules or policies relevant to our business; |
• | additions or departures of key personnel; |
• | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; |
• | potential litigation or regulatory investigations; and |
• | other events or factors, including those resulting from war, epidemics, incidents of terrorism or responses to these events. |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
• | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |
Taxation Scenario (1) |
||||
Statutory Tax and Standard Rates |
||||
Hypothetical pre-tax earnings(2) |
100.0 | % | ||
Tax on earnings at statutory rate of 25% (3) |
(25.0 | )% | ||
Net earnings available for distribution |
75.0 | % | ||
Withholding tax at standard rate of 10% (4) |
(7.5 | )% | ||
Net distribution to Boqii Holding Limited /shareholders |
67.5 | % |
(1) | For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China. |
(2) | Under the terms of VIE agreements, our PRC subsidiaries may charge the VIEs for services provided to VIEs. These fees shall be recognized as expenses of the VIEs, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and the VIEs file income tax returns on a separate company basis. The fees paid are recognized as a tax deduction by the VIEs and as income by our PRC subsidiaries and are tax neutral. |
(3) | Certain of our subsidiaries and the VIEs qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective. |
(4) | The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE, to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. |
As of March 31, 2020 |
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Boqii Holding Limited |
All others |
Primary beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
1,145 | 1,719 | 48,511 | 36,977 | — | 88,352 | ||||||||||||||||||
Accounts receivable, net |
— | 19,979 | 1,577 | 23,424 | — | 44,980 | ||||||||||||||||||
Inventories, net |
— | 6,319 | 18,337 | 38,400 | — | 63,056 | ||||||||||||||||||
Prepayments and other current assets |
125 | 32,209 | 6,245 | 38,141 | — | 76,720 | ||||||||||||||||||
Amounts due from related parties |
— | — | 1,230 | 4,752 | — | 5,982 | ||||||||||||||||||
Intra-Group receivables due from the Group’s entities(1) |
— | 18,374 | 356,546 | 22,332 | (397,252 | ) | — | |||||||||||||||||
Property and equipment, net |
— | 24 | 24 | 4,933 | — | 4,981 | ||||||||||||||||||
Intangible assets |
— | — | 32,223 | 1,315 | — | 33,538 | ||||||||||||||||||
Operating lease right-of-use |
— | — | 1,386 | 13,565 | — | 14,951 | ||||||||||||||||||
Goodwill |
— | — | 39,690 | 494 | — | 40,184 | ||||||||||||||||||
Long-term investments |
— | — | — | 73,432 | — | 73,432 | ||||||||||||||||||
Other noncurrent asset |
7,943 | 271 | 1,801 | 1,004 | — | 11,019 | ||||||||||||||||||
Total assets |
9,213 | 78,895 | 507,570 | 258,769 | (397,252 | ) | 457,195 | |||||||||||||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Short-term borrowings |
42,485 | — | 29,977 | 2,761 | — | 75,223 | ||||||||||||||||||
Accounts payable |
— | — | 31,714 | 56,291 | — | 88,005 | ||||||||||||||||||
Salary and welfare payable |
— | 196 | 480 | 3,789 | — | 4,465 | ||||||||||||||||||
Accrued liabilities and other current liabilities |
11,332 | 1,788 | 6,904 | 17,859 | — | 37,883 | ||||||||||||||||||
Amounts due to related parties, current |
— | — | — | 45 | — | 45 | ||||||||||||||||||
Other debts, current |
76,252 | — | — | — | — | 76,252 | ||||||||||||||||||
Contract liabilities |
— | 81 | — | 7,621 | — | 7,702 | ||||||||||||||||||
Operating lease liabilities, current |
— | — | 1,317 | 6,652 | — | 7,969 | ||||||||||||||||||
Derivative liabilities |
14,816 | (465 | ) | — | — | — | 14,351 | |||||||||||||||||
Intra-Group payables due to the Group’s entities(1) |
794 | — | 22,332 | 374,126 | (397,252 | ) | — | |||||||||||||||||
Deferred tax liabilities |
— | — | 7,998 | 2,593 | — | 10,591 | ||||||||||||||||||
Operating lease liabilities, noncurrent |
— | — | — | 5,375 | — | 5,375 | ||||||||||||||||||
Long-term borrowings |
4,957 | — | 47,209 | 982 | — | 53,148 | ||||||||||||||||||
Amounts due to related parties, noncurrent |
— | 1,071 | — | 10,450 | — | 11,521 | ||||||||||||||||||
Other debts, noncurrent — |
— | — | 18,000 | 147,774 | — | 165,774 | ||||||||||||||||||
Investments deficit to the Group’s entities(2) |
3,427 | 79,651 | 384,401 | — | (467,479 | ) | — | |||||||||||||||||
Total liabilities |
154,063 | 82,322 | 550,332 | 636,318 | (864,731 | ) | 558,304 | |||||||||||||||||
Mezzanine equity: |
||||||||||||||||||||||||
Mezzanine Equity |
1,952,705 | — | — | — | — | 1,952,705 | ||||||||||||||||||
Redeemable noncontrolling interests |
(94,758 | ) | — | — | — | — | (94,758 | ) | ||||||||||||||||
Total mezzanine equity |
1,857,947 | — | — | — | — | 1,857,947 | ||||||||||||||||||
Shareholders’ equity: |
||||||||||||||||||||||||
Total Boqii Holding Limited shareholders’ equity |
(2,002,797 | ) | (3,427 | ) | (79,651 | ) | (384,401 | ) | 467,479 | (2,002,797 | ) | |||||||||||||
Noncontrolling interests |
— | — | 36,889 | 6,852 | — | 43,741 | ||||||||||||||||||
Total shareholders’ equity |
(2,002,797 | ) | (3,427 | ) | (42,762 | ) | (377,549 | ) | 467,479 | (1,959,056 | ) | |||||||||||||
Total liabilities, mezzanine equity and shareholders’ equity |
9,213 | 78,895 | 507,570 | 258,769 | (397,252 | ) | 457,195 | |||||||||||||||||
As of March 31, 2021 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
18,285 | 146,671 | 109,395 | 17,886 | — | 292,237 | ||||||||||||||||||
short-term investments |
— | 118,546 | 50,000 | — | — | 168,546 | ||||||||||||||||||
Accounts receivable, net |
— | 13,015 | 5,324 | 27,393 | — | 45,732 | ||||||||||||||||||
Inventories, net |
— | 14,411 | 65,791 | 11,349 | — | 91,551 | ||||||||||||||||||
Prepayments and other current assets |
2,638 | 42,183 | 6,995 | 33,445 | — | 85,261 | ||||||||||||||||||
Amounts due from related parties |
— | — | — | 11,465 | — | 11,465 | ||||||||||||||||||
Intra-Group receivables due from the Group’s entities(1) |
— | 44,632 | 574,610 | 47,592 | (666,834 | ) | — | |||||||||||||||||
Property and equipment, net |
— | 14 | — | 8,372 | — | 8,386 | ||||||||||||||||||
Intangible assets |
— | — | 28,628 | 909 | — | 29,537 | ||||||||||||||||||
Operating lease right-of-use |
— | — | 1,498 | 27,736 | — | 29,234 | ||||||||||||||||||
Goodwill |
— | — | 39,690 | 494 | — | 40,184 | ||||||||||||||||||
Long-term investments |
— | — | — | 74,330 | — | 74,330 | ||||||||||||||||||
Other noncurrent asset |
344 | 317 | 1,017 | 2,433 | — | 4,111 | ||||||||||||||||||
Long-term investments to the Group’s entities(2) |
66,868 | — | — | — | (66,868 | ) | — | |||||||||||||||||
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Total assets |
88,135 | 379,789 | 882,948 | 263,404 | (733,702 | ) | 880,574 | |||||||||||||||||
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LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Short-term borrowings |
— | 32,857 | 49,225 | 3,484 | — | 85,566 | ||||||||||||||||||
Accounts payable |
— | 264 | 41,644 | 29,940 | — | 71,848 | ||||||||||||||||||
Salary and welfare payable |
— | 738 | 720 | 4,851 | — | 6,309 | ||||||||||||||||||
Accrued liabilities and other current liabilities |
4,055 | 677 | 787 | 24,536 | — | 30,055 | ||||||||||||||||||
Amounts due to related parties, current |
— | — | — | 910 | — | 910 | ||||||||||||||||||
Contract liabilities |
— | — | 160 | 3,706 | — | 3,866 | ||||||||||||||||||
Operating lease liabilities, current |
— | — | 2,005 | 6,058 | — | 8,063 | ||||||||||||||||||
Derivative liabilities |
444 | 9,362 | 190 | — | — | 9,996 | ||||||||||||||||||
Intra-Group payables due to the Group’s entities(1) |
962 | 19,188 | 35,572 | 611,112 | (666,834 | ) | — | |||||||||||||||||
Deferred tax liabilities |
— | — | 7,106 | 1,852 | — | 8,958 | ||||||||||||||||||
Operating lease liabilities, non-current |
— | — | — | 19,997 | — | 19,997 | ||||||||||||||||||
Long-term borrowings |
— | — | 67,203 | 872 | — | 68,075 | ||||||||||||||||||
Amounts due to related parties, non-current |
— | — | — | — | — | — | ||||||||||||||||||
Other debts, noncurrent |
— | — | 18,170 | 415,122 | — | 433,292 | ||||||||||||||||||
Investments deficit to the Group’s entities(2) |
— | 243,889 | 865,920 | — | (1,109,809 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
5,461 |
306,975 |
1,088,702 |
1,122,440 |
(1,776,643 |
) |
746,935 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mezzanine equity: |
||||||||||||||||||||||||
Redeemable noncontrolling interests |
— | 5,946 | — | — | — | 5,946 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total mezzanine equity |
— |
5,946 |
— |
— |
— |
5,946 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Shareholders’ equity: |
||||||||||||||||||||||||
Total Boqii Holding Limited shareholders’ equity |
82,674 | 66,868 | (243,889 | ) | (865,920 | ) | 1,042,941 | 82,674 | ||||||||||||||||
Noncontrolling interests |
— | — | 38,135 | 6,884 | — | 45,019 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total shareholders’ equity |
82,674 |
66,868 |
(205,754 |
) |
(859,036 |
) |
1,042,941 |
127,693 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities, mezzanine equity and shareholders’ equity |
88,135 |
379,789 |
882,948 |
263,404 |
(733,702 |
) |
880,574 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2022 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||
Current assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
1,166 | 112,876 | 28,246 | 20,567 | — | 162,855 | ||||||||||||||||||
short-term investments |
— | 128,084 | — | — | — | 128,084 | ||||||||||||||||||
Accounts receivable, net |
— | 2,704 | 15,092 | 31,435 | — | 49,231 | ||||||||||||||||||
Inventories, net |
— | 4,777 | 89,130 | 16,014 | — | 109,921 | ||||||||||||||||||
Prepayments and other current assets |
9,727 | 13,154 | 36,750 | 57,107 | — | 116,738 | ||||||||||||||||||
Amounts due from related parties |
— | — | — | 11,726 | — | 11,726 | ||||||||||||||||||
Intra-Group receivables due from the Group’s entities(1) |
— | 80,224 | 896,341 | 16,535 | (993,100 | ) | — | |||||||||||||||||
Property and equipment, net |
— | 61 | 1,003 | 6,715 | — | 7,779 | ||||||||||||||||||
Intangible assets |
— | — | 25,037 | 507 | — | 25,544 | ||||||||||||||||||
Operating lease right-of-use |
— | — | 2,879 | 35,688 | — | 38,567 | ||||||||||||||||||
Goodwill |
— | — | 39,690 | 994 | — | 40,684 | ||||||||||||||||||
Long-term investments |
670 | — | — | 81,649 | — | 82,319 | ||||||||||||||||||
Other noncurrent asset |
— | 306 | 1,166 | 3,389 | — | 4,861 | ||||||||||||||||||
Long-term investments to the Group’s entities(2) |
189,471 | — | — | — | (189,471 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total assets |
201,034 |
342,186 |
1,135,334 |
282,326 |
(1,182,571 |
) |
778,309 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Short-term borrowings |
— | 31,741 | 128,513 | 872 | — | 161,126 | ||||||||||||||||||
Accounts payable |
— | 39 | 39,041 | 55,144 | — | 94,224 | ||||||||||||||||||
Salary and welfare payable |
— | 827 | 447 | 5,597 | — | 6,871 | ||||||||||||||||||
Accrued liabilities and other current liabilities |
349 | 1,189 | — | 25,786 | — | 27,324 | ||||||||||||||||||
Amounts due to related parties, current |
— | — | 215 | 4 | — | 219 | ||||||||||||||||||
Contract liabilities |
— | — | — | 7,007 | — | 7,007 | ||||||||||||||||||
Operating lease liabilities, current |
— | — | 2,763 | 7,238 | — | 10,001 | ||||||||||||||||||
Derivative liabilities |
— | 9,086 | — | — | — | 9,086 | ||||||||||||||||||
Intra-Group payables due to the Group’s entities(1) |
1,510 | 12,123 | 33,507 | 945,960 | (993,100 | ) | — | |||||||||||||||||
Deferred tax liabilities |
— | — | 6,216 | (1,369 | ) | — | 4,847 | |||||||||||||||||
Operating lease liabilities, non-current |
— | — | — | 28,197 | — | 28,197 | ||||||||||||||||||
Other debts, noncurrent |
— | — | 23,188 | 157,874 | — | 181,062 | ||||||||||||||||||
Investments deficit to the Group’s entities(2) |
— | 91,196 | 955,158 | — | (1,046,354 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities |
1,859 |
146,201 |
1,189,048 |
1,232,310 |
(2,039,454 |
) |
529,964 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mezzanine equity: |
||||||||||||||||||||||||
Redeemable noncontrolling interests |
— | 6,522 | — | — | — | 6,522 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total mezzanine equity |
— |
6,522 |
— |
— |
— |
6,522 |
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Shareholders’ equity: |
||||||||||||||||||||||||
Total Boqii Holding Limited shareholders’ equity |
199,175 | 189,471 | (91,196 | ) | (955,158 | ) | 856,883 | 199,175 | ||||||||||||||||
Noncontrolling interests |
— | (8 | ) | 37,482 | 5,174 | — | 42,648 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total shareholders’ equity |
199,175 |
189,463 |
(53,714 |
) |
(949,984 |
) |
856,883 |
241,823 |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total liabilities, mezzanine equity and shareholders’ equity |
201,034 |
342,186 |
1,135,334 |
282,326 |
(1,182,571 |
) |
778,309 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Represents the elimination of intercompany balances among Boqii Holding Limited, the Primary Beneficiaries of VIEs and their subsidiaries, the Other Subsidiaries, and the VIEs and their subsidiaries that we consolidate. |
(2) | Represents the elimination of investments among Boqii Holding Limited, the Primary Beneficiaries of VIEs and their subsidiaries, the Other Subsidiaries, and the VIEs and their subsidiaries that we consolidate. |
Year Ended March 31, 2020 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||
Third-party revenues |
— | 45,084 | 145,788 | 579,365 | — | 770,237 | ||||||||||||||||||
Intra-Group revenues(1) |
— | — | 282,210 | 92,728 | (374,938 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total revenues |
— |
45,084 |
427,998 |
672,093 |
(374,938 |
) |
770,237 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of revenues: |
||||||||||||||||||||||||
Third-party cost of revenues |
— | (36,798 | ) | (347,714 | ) | (226,958 | ) | — | (611,470 | ) | ||||||||||||||
Intra-Group cost of revenues(1) |
— | — | (36,048 | ) | (282,210 | ) | 318,258 | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total cost of revenues |
— |
(36,798 |
) |
(383,762 |
) |
(509,168 |
) |
318,258 |
(611,470 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
— |
8,286 |
44,236 |
162,925 |
(56,680 |
) |
158,767 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Third-party operating expenses |
(4,631 | ) | (11,771 | ) | (52,491 | ) | (229,658 | ) | — | (298,551 | ) | |||||||||||||
Intra-Group operating expenses(1) |
— | (12,000 | ) | (44,680 | ) | — | 56,680 | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
(4,631 |
) |
(23,771 |
) |
(97,171 |
) |
(229,658 |
) |
56,680 |
(298,551 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income, net |
— | — | 710 | 1,688 | — | 2,398 | ||||||||||||||||||
Loss from operations |
(4,631 |
) |
(15,485 |
) |
(52,225 |
) |
(65,045 |
) |
— |
(137,386 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity in loss of the Group’s entities(2) |
(134,660 | ) | (117,716 | ) | (63,921 | ) | — | 316,297 | — | |||||||||||||||
Nonoperating income/(expense) |
(39,733 | ) | (1,459 | ) | (583 | ) | 3,236 | — | (38,539 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income tax expenses |
(179,024 |
) |
(134,660 |
) |
(116,729 |
) |
(61,809 |
) |
316,297 |
(175,925 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax benefits |
— | — | 371 | 141 | — | 512 | ||||||||||||||||||
Share of results of equity investees |
— | — | (383 | ) | (137 | ) | — | (520 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
(179,024 |
) |
(134,660 |
) |
(116,741 |
) |
(61,805 |
) |
316,297 |
(175,933 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Less: Net income attributable to the noncontrolling interest shareholders |
— | — | 975 | 2,116 | — | 3,091 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to Boqii Holding Limited |
(179,024 |
) |
(134,660 |
) |
(117,716 |
) |
(63,921 |
) |
316,297 |
(179,024 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2021 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||
Third-party revenues |
— | 121,190 | 154,277 | 735,518 | — | 1,010,985 | ||||||||||||||||||
Intra-Group revenues(1) |
— | — | 406,049 | 48,374 | (454,423 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total revenues |
— |
121,190 |
560,326 |
783,892 |
(454,423 |
) |
1,010,985 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of revenues: |
||||||||||||||||||||||||
Third-party cost of revenues |
— | (94,519 | ) | (356,692 | ) | (372,475 | ) | — | (823,686 | ) | ||||||||||||||
Intra-Group cost of revenues(1) |
— | — | (132,173 | ) | (297,844 | ) | 430,017 | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total cost of revenues |
— |
(94,519 |
) |
(488,865 |
) |
(670,319 |
) |
430,017 |
(823,686 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
— |
26,671 |
71,461 |
113,573 |
(24,406 |
) |
187,299 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Third-party operating expenses |
(19,320 | ) | (34,391 | ) | (85,699 | ) | (254,951 | ) | — | (394,361 | ) | |||||||||||||
Intra-Group operating expenses(1) |
— | — | (17,149 | ) | (7,257 | ) | 24,406 | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
(19,320 |
) |
(34,391 |
) |
(102,848 |
) |
(262,208 |
) |
24,406 |
(394,361 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income, net |
— | — | 56 | 1,011 | — | 1,067 | ||||||||||||||||||
Loss from operations |
(19,320 |
) |
(7,720 |
) |
(31,331 |
) |
(147,624 |
) |
— |
(205,995 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity in loss of the Group’s entities(2) |
(199,065 | ) | (196,170 | ) | (166,484 | ) | — | 561,719 | — | |||||||||||||||
Nonoperating income/(expense) |
23,941 | 4,825 | 2,000 | (18,162 | ) | — | 12,604 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income tax expenses |
(194,444 |
) |
(199,065 |
) |
(195,815 |
) |
(165,786 |
) |
561,719 |
(193,391 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax benefits |
— | — | 891 | (20 | ) | — | 871 | |||||||||||||||||
Share of results of equity investees |
— | — | — | (696 | ) | — | (696 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
(194,444 |
) |
(199,065 |
) |
(194,924 |
) |
(166,502 |
) |
561,719 |
(193,216 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Less: Net income attributable to the noncontrolling interest shareholders |
— | — | 1,246 | (18 | ) | — | 1,228 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to Boqii Holding Limited |
(194,444 |
) |
(199,065 |
) |
(196,170 |
) |
(166,484 |
) |
561,719 |
(194,444 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2022 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||
Third-party revenues |
— | 42,769 | 266,280 | 877,380 | — | 1,186,429 | ||||||||||||||||||
Intra-Group revenues(1) |
— | — | 550,585 | 56,079 | (606,664 | ) | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total revenues |
— |
42,769 |
816,865 |
933,459 |
(606,664 |
) |
1,186,429 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of revenues: |
||||||||||||||||||||||||
Third-party cost of revenues |
— | (38,202 | ) | (744,834 | ) | (160,661 | ) | — | (943,697 | ) | ||||||||||||||
Intra-Group cost of revenues(1) |
— | (638 | ) | (1,761 | ) | (550,585 | ) | 552,983 | (1 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total cost of revenues |
— |
(38,840 |
) |
(746,595 |
) |
(711,246 |
) |
552,983 |
(943,698 |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
— |
3,929 |
70,270 |
222,213 |
(53,681 |
) |
242,731 |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Third-party operating expenses |
(17,058 | ) | (21,896 | ) | (54,015 | ) | (288,291 | ) | — | (381,260 | ) | |||||||||||||
Intra-Group operating expenses(1) |
— | — | (53,681 | ) | — | 53,681 | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
(17,058 |
) |
(21,896 |
) |
(107,696 |
) |
(288,291 |
) |
53,681 |
(381,260 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Other income, net |
— | — | 182 | 98 | — | 280 | ||||||||||||||||||
Loss from operations |
(17,058 |
) |
(17,967 |
) |
(37,244 |
) |
(65,980 |
) |
— |
(138,249 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity in loss of the Group’s entities(2) |
(132,683 | ) | (115,665 | ) | (81,790 | ) | — | 330,138 | — | |||||||||||||||
Nonoperating income/(expense) |
21,351 | 941 | 1,825 | (20,680 | ) | — | 3,437 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income tax expenses |
(128,390 |
) |
(132,691 |
) |
(117,209 |
) |
(86,660 |
) |
330,138 |
(134,812 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income tax benefits |
— | — | 890 | 681 | — | 1,571 | ||||||||||||||||||
Share of results of equity investees |
— | — | — | 418 | — | 418 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
(128,390 |
) |
(132,691 |
) |
(116,319 |
) |
(85,561 |
) |
330,138 |
(132,823 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Less: Net income attributable to the noncontrolling interest shareholders |
— | (8 | ) | (654 | ) | (3,771 | ) | — | (4,433 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to Boqii Holding Limited |
(128,390 |
) |
(132,683 |
) |
(115,665 |
) |
(81,790 |
) |
330,138 |
(128,390 |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(1) | Represents the elimination of the intercompany transactions at the consolidation level. For the years ended March 31, 2020, 2021 and 2022, the primary beneficiary of the VIE didn’t charge any service fees according to the exclusive consultation and service agreements. |
(2) | Represents the elimination of investments among Boqii Holding Limited, the primary beneficiaries of VIEs and their subsidiaries, the Other Subsidiaries, and the VIEs and their subsidiaries that we consolidate. |
Year Ended March 31, 2020 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||||||
Net cash provided by/(used in) transactions with external parties |
— | (58,790 | ) | (233,346 | ) | 126,224 | — | (165,912 | ) | |||||||||||||||
Net cash provided by/(used in) transactions with the Group’s entities |
— | (1,169 | ) | 105,294 | (104,125 | ) | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by/(used in) operating activities |
— | (59,959 | ) | (128,052 | ) | 22,099 | — | (165,912 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||||||
Capital contribution to the Group’s entities |
(158,101 | ) | (112,071 | ) | — | — | 270,172 | — | ||||||||||||||||
Cash flows of loan funding provided to the Group’s entities, net of repayments received |
— | 11,312 | 18,086 | 21,156 | (50,554 | ) | — | |||||||||||||||||
Other investing activities |
(26,253 | ) | (7,355 | ) | 23,143 | (64,591 | ) | — | (75,056 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by/(used in) investing activities |
(184,354 | ) | (108,114 | ) | 41,229 | (43,435 | ) | 219,618 | (75,056 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||||||
Capital contribution from the Group’s entities |
— | 158,101 | 112,071 | — | (270,172 | ) | — | |||||||||||||||||
Cash flows of loan funding received from the Group’s entities, net of repayments made |
— | — | (21,156 | ) | (29,398 | ) | 50,554 | — | ||||||||||||||||
Other financing activities |
155,712 | 18,000 | 47,694 | 73,626 | — | 295,032 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by financing activities |
155,712 | 176,101 | 138,609 | 44,228 | (219,618 | ) | 295,032 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2021 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||||||
Net cash provided by/(used in) transactions with external parties |
2,193 | (161,806 | ) | (507,640 | ) | 419,767 | — | (247,486 | ) | |||||||||||||||
Net cash provided by/(used in) transactions with the Group’s entities |
34 | (6,552 | ) | 337,582 | (331,064 | ) | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by/(used in) operating activities |
2,227 | (168,358 | ) | (170,058 | ) | 88,703 | — | (247,486 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||||||
Capital contribution to the Group’s entities |
(620,373 | ) | (148,624 | ) | — | — | 768,997 | — | ||||||||||||||||
Cash flows of loan funding provided to the Group’s entities, net of repayments received |
— | 38,859 | (80,577 | ) | (5,242 | ) | 46,960 | — | ||||||||||||||||
Other investing activities |
(18,613 | ) | (45,942 | ) | (87,890 | ) | (31,972 | ) | — | (184,417 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash used in investing activities |
(638,986 | ) | (155,707 | ) | (168,467 | ) | (37,214 | ) | 815,957 | (184,417 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||||||
Proceeds from the initial public offering, net of underwriter discounts and commissions and other offering costs paid |
393,698 | — | — | — | — | 393,698 | ||||||||||||||||||
Capital contribution from the Group’s entities |
— | 452,553 | 316,444 | — | (768,997 | ) | — | |||||||||||||||||
Cash flows of loan funding received from the Group’s entities, net of repayments made |
— | — | 5,243 | 41,717 | (46,960 | ) | — | |||||||||||||||||
Other financing activities |
266,668 | 19,845 | 80,431 | (112,151 | ) | — | 254,793 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by/(used in) financing activities |
660,366 | 472,398 | 402,118 | (70,434 | ) | (815,957 | ) | 648,491 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, 2022 |
||||||||||||||||||||||||
Boqii Holding Limited |
All others |
Primary Beneficiaries of VIEs and their subsidiaries |
VIEs and their subsidiaries |
Eliminating adjustments |
Consolidated totals |
|||||||||||||||||||
(RMB in thousands) |
||||||||||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||||||
Net cash provided by/(used in) transactions with external parties |
(3,626 | ) | 16,466 | (686,545 | ) | 526,201 | — | (147,504 | ) | |||||||||||||||
Net cash provided by/(used in) transactions with the Group’s entities |
563 | (29 | ) | 328,791 | (329,325 | ) | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by/(used in) operating activities |
(3,063 | ) | 16,437 | (357,754 | ) | 196,876 | — | (147,504 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||||||
Capital contribution to the Group’s entities |
(242,713 | ) | (252,255 | ) | — | — | 494,968 | — | ||||||||||||||||
Cash flows of loan funding provided to the Group’s entities, net of repayments received |
— | (22,616 | ) | (91,552 | ) | 6,294 | 107,874 | — | ||||||||||||||||
Other investing activities |
(34,687 | ) | (9,593 | ) | 83,909 | (18,482 | ) | — | 21,147 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by/(used in) investing activities |
(277,400 | ) | (284,464 | ) | (7,643 | ) | (12,188 | ) | 602,842 | 21,147 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||||||
Capital contribution from the Group’s entities |
— | 242,713 | 252,255 | — | (494,968 | ) | — | |||||||||||||||||
Cash flows of loan funding received from the Group’s entities, net of repayments made |
— | (7,167 | ) | 23,247 | 91,794 | (107,874 | ) | — | ||||||||||||||||
Other financing activities |
264,010 | — | 11,891 | (273,906 | ) | — | 1,995 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net cash provided by/(used in) financing activities |
264,010 | 235,546 | 287,393 | (182,112 | ) | (602,842 | ) | 1,995 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
• | Self-operated online sales platform. Our self-operated online sales platform can be accessed by users through Boqii Mall, our mobile app and Weixin/WeChat mini-programs. We sell both branded products and private label products through our online sales platforms. We acquire branded products from our branded partners and private label products from our manufacturing partners before we sell them to our customers. We typically recognize the sales income as our revenue and product procurement costs as our cost of revenue. |
• | Flagship stores on third-party e-commerce platforms. We also sell branded products and private label products on our flagship stores on third-party e-commerce platforms, including Tmall, JD.com and Pinduoduo. We typically pay annual fees to these third-party platforms and account for such annual fees as sales and marketing expenses. |
• | Offline distribution network. We supply branded products and private label products, mostly in bulk, to physical pet stores and pet hospitals at discounted prices. |
• | Membership programs. To cultivate customer stickiness, we offer prepaid membership to users of Boqii Mall. Our prepaid membership card, Magic Black Card, requires a deposit of at least RMB500, which can be used for future purchases on Boqii Mall. We do not recognize the deposit payment as revenue, and instead we recognize revenue only upon successful sales to our customers. |
• | Online marketing and information services. We provide online marketing and information services to pet product brand owners, including helping them place advertisements on our online platforms and third-party platforms and organize marketing campaigns to promote their products and brands. We recognize revenue for provision of online marketing and information services over the service period pursuant to our service contracts with the brand owners. For the fiscal years ended March 31, 2020, 2021 and 2022, we generated a revenue of RMB2.7 million, RMB7.8 million and RMB49.1 (US$7.7 million) from provision of online marketing and information services. |
• | Content offerings. We provide users with informative, fun and interactive content. While our content offerings are free of charge, they provide us with a multitude of monetization opportunities. We engage KOLs to recommend products to our users, and integrate our curated content with relevant products to guide users along their shopping journey. Specifically, we place links to products on Boqii Mall within content to capture purchase impulse and meet user demands, delivering a seamless user experience. |
• | SaaS solution. We have introduced our proprietary SaaS solution, which provides inventory management, membership management, price information and other services, to offline stores. We currently provide the SaaS solution to pet stores for free. Our free SaaS solution serves as our initial contact with physical pet stores and we expect that it will open up more business opportunities with these stores. |
For the fiscal year ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in millions, except for percentages) |
||||||||||||||||||||||||||||
GMV generated from sales of branded products |
1,191.0 | 76.4 | 2,074.4 | 85.2 | 2,490.8 | 392.9 | 85.7 | |||||||||||||||||||||
GMV generated from sales of our private label products |
367.0 | 23.6 | 360.8 | 14.8 | 416.4 | 65.7 | 14.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,558.0 |
100.0 |
2,435.2 |
100.0 |
2,907.2 |
458.6 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the fiscal year ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in millions, except for percentages) |
||||||||||||||||||||||||||||
GMV generated from sales on Boqii Mall |
552.3 | 35.4 | 1,048.5 | 43.1 | 1,242.7 | 196.0 | 42.7 | |||||||||||||||||||||
GMV generated from our sales on third-party e-commerce platforms |
1,005.7 | 64.6 | 1,386.7 | 56.9 | 1,664.5 | 262.6 | 57.3 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
1,558.0 |
100.0 |
2,435.2 |
100.0 |
2,907.2 |
458.6 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the fiscal year ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||||||
Net revenues generated from sales of branded products |
620,391 | 80.8 | 851,915 | 84.9 | 962,215 | 151,786 | 84.6 | |||||||||||||||||||||
Net revenues generated from sales of our private label products |
147,105 | 19.2 | 151,262 | 15.1 | 175,114 | 27,624 | 15.4 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
767,496 |
100.0 |
1,003,197 |
100.0 |
1,137,329 |
179,409 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the fiscal year ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||||||
Net revenues generated from sales on Boqii Mall |
239,879 | 31.3 | 385,627 | 38.4 | 433,573 | 68,394 | 38.1 | |||||||||||||||||||||
Net revenues generated from our sales on third-party e-commerce platforms |
527,617 | 68.7 | 617,570 | 61.6 | 703,756 | 111,015 | 61.9 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
767,496 |
100.0 |
1,003,197 |
100.0 |
1,137,329 |
179,409 |
100.0 |
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
• | Delivery and acceptance. Our brand partners are responsible for delivering products to our warehouses, and the products delivered shall conform, in form and substance, to the samples we have accepted. |
• | Quality. The products shall satisfy all applicable quality requirements under relevant laws and regulations, industry standards and our quality standards specified in the agreements. We may reject or return any substandard products. |
• | Purchase commitment. A few brand partners specify minimum purchase requirements in our supply agreements. |
• | Distribution model. Distribution model is the most common inventory model in our operations. Under this model, we purchase products from our brand partners before selling them to customers and take inventory. |
• | Consignment model. We initially partnered with some emerging brand partners, using a consignment model where ownership of the products remained with such brand partners until the products were sold. We believed this model allowed us to minimize inventory and working capital risks. In early 2019, we started to substantially reduce product sales through consignment model as we strategically reduced the sales volume of certain long-tail, less popular products offered by emerging brand partners. |
• | Drop shipping model. Only a few of our manufacturers have chosen drop shipping model. Under this model, we take inventory although our manufacturers ship the products directly to the customers under this model. |
• | Prepaid membership. Prepaid membership is only available to users of Boqii Mall. Our prepaid membership card, Magic Black Card, requires a deposit of at least RMB500, which can be used for purchases on Boqii Mall. Our Magic Black Card holders receive discounts on all purchases made on Boqii Mall, access to limited-time offers, birthday coupons, free shipping twice a month, VIP customer service and other value-added services. |
• | Free membership. Free membership is only available to users of our flagship stores on Tmall, JD.com and Pinduoduo. Users earn points for visiting, making purchases or drawing lotteries on our flagship stores, and points can be then used for deducting the order amounts in future purchases on these stores. Free members enjoy discount offers at our flagship stores from time to time and one-to-one |
License |
Entity Holding the License |
Type of the Entity |
Regulatory Authority | |||
ICP License | Guangcheng Technology | VIE | Shanghai Communication Administration | |||
Veterinary Drug Operation Permit | Guangcheng Technology | VIE | Shanghai Pudong Agricultural Committee | |||
Veterinary Drug Operation Permit | Shanghai Xincheng | WFOE | Shanghai Pudong Agricultural Committee | |||
Veterinary Drug Operation Permit | NanJing Xiangxin Trade Co., Limited | Subsidiary of VIE | Nanjing Yuhuatai District Agricultural Bureau | |||
Veterinary Drug Operation Permit | Guangcheng Technology Wuhu Branch | Branch of VIE | Wuhu Economic Technology Development District Social Affair Bureau | |||
Veterinary Drug Operation Permit | Renchuang (Tianjing) Warehousing Service Co., Limited | Subsidiary of VIE | Tianjing Wuqing District Administrative Approval Bureau | |||
Veterinary Drug Operation Permit | Nanjing Cuida Biotechnology Co., Limited | Subsidiary of VIE | Nanjing Agricultural Committee | |||
Veterinary Drug Operation Permit | Suzhou Taicheng | VIE | Suzhou Agriculture and Country Bureau | |||
Veterinary Drug Operation Permit | Nanjing Xingmu | VIE | Nanjing Yuhua District Agricultural Bureau | |||
Veterinary Drug Operation Permit | Taizhou Xinmu Biotechnology Co., Limited | Subsidiary of VIE | Taizhou Hailing District Agriculture and Country Bureau |
![]() |
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 “—Contractual Arrangements with the VIEs and their Respective Shareholders.” |
• | the ownership structures of the VIEs do not and will not contravene any PRC laws or regulations currently in effect; and |
• | the agreements under the contractual arrangements among Shanghai Xincheng, Shanghai Guangcheng and their respective shareholders, among Xingmu WFOE, Nanjing Xingmu and their respective shareholders, as well as among Shanghai Xincheng, Suzhou Taicheng and their respective shareholders governed by PRC laws are valid and binding upon each party to such agreements and enforceable against each party thereto in accordance with their terms and applicable PRC laws and regulations currently in effect. |
• | China’s overall economic growth, level of urbanization and level of per capita disposable income; |
• | China’s demographic shift in terms of rising numbers of no-kid families and aging population; |
• | Development of China’s online retail market, such as the growing number of online shoppers, improved logistics infrastructure and increasing adoption of mobile payment; |
• | Seasonality of China’s online retail market with increasing sales during the fourth quarter of each year; |
• | Growing population of pets and pet parents and demand for quality pet products and services; |
• | Increase in pet parents’ expenditure on pets, pet products and pet services; and |
• | Market competition. |
For the fiscal year ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for share and per share data) |
||||||||||||||||||||||||||||
Summary Consolidated Statements of Operations: |
||||||||||||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||||||
Product sales |
767,496 | 99.6 | 1,003,197 | 99.2 | 1,137,329 | 179,409 | 95.9 | |||||||||||||||||||||
Online marketing and information services and other revenue |
2,741 | 0.4 | 7,788 | 0.8 | 49,100 | 7,745 | 4.1 | |||||||||||||||||||||
Total net revenues |
770,237 | 100.0 | 1,010,985 | 100.0 | 1,186,429 | 187,154 | 100.0 | |||||||||||||||||||||
Total cost of revenues |
(611,470 | ) | (79.4 | ) | (823,686 | ) | (81.5 | ) | (943,698 | ) | (148,865 | ) | (79.5 | ) | ||||||||||||||
Gross profit |
158,767 | 20.6 | 187,299 | 18.5 | 242,731 | 38,289 | 20.5 | |||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||
Fulfillment expenses |
(115,887 | ) | (15.0 | ) | (120,188 | ) | (11.9 | ) | (134,026 | ) | (21,142 | ) | (11.3 | ) | ||||||||||||||
Sales and marketing expenses |
(128,387 | ) | (16.7 | ) | (160,201 | ) | (15.8 | ) | (170,986 | ) | (26,972 | ) | (14.4 | ) | ||||||||||||||
General and administrative expenses |
(54,277 | ) | (7.0 | ) | (113,972 | ) | (11.3 | ) | (76,248 | ) | (12,028 | ) | (6.4 | ) | ||||||||||||||
Other income, net |
2,398 | 0.3 | 1,067 | 0.1 | 280 | 44 | 0.0 | |||||||||||||||||||||
Loss from operations |
(137,386 | ) | (17.8 | ) | (205,995 | ) | (20.4 | ) | (138,249 | ) | (21,809 | ) | (11.7 | ) | ||||||||||||||
Interest income |
400 | 0.1 | 17,553 | 1.7 | 15,477 | 2,441 | 1.3 | |||||||||||||||||||||
Interest expense |
(59,268 | ) | (7.7 | ) | (27,650 | ) | (2.7 | ) | (20,884 | ) | (3,294 | ) | (1.8 | ) | ||||||||||||||
Other gains (losses), net |
6,984 | 0.9 | 11,332 | 1.1 | 6,020 | 950 | 0.5 | |||||||||||||||||||||
Fair value change of derivative liabilities |
13,345 | 1.7 | 11,369 | 1.1 | 2,824 | 445 | 0.2 | |||||||||||||||||||||
Loss before income tax expenses |
(175,925 | ) | (22.8 | ) | (193,391 | ) | (19.1 | ) | (134,812 | ) | (21,267 | ) | (11.4 | ) | ||||||||||||||
Income tax expenses |
512 | 0.1 | 871 | 0.1 | 1,571 | 248 | 0.1 | |||||||||||||||||||||
Share of results of equity investee |
(520 | ) | (0.1 | ) | (696 | ) | (0.1 | ) | 418 | 65 | 0.0 | |||||||||||||||||
Net loss |
(175,933 | ) | (22.8 | ) | (193,216 | ) | (19.1 | ) | (132,823 | ) | (20,954 | ) | (11.2 | ) | ||||||||||||||
Less: Net income attributable to the noncontrolling interest shareholders |
3,091 | 0.4 | 1,228 | 0.1 | (4,433 | ) | (699 | ) | (0.4 | ) | ||||||||||||||||||
Net loss attributable to Boqii Holding Limited |
(179,024 | ) | (23.2 | ) | (194,444 | ) | (19.2 | ) | (128,390 | ) | (20,255 | ) | (10.8 | ) | ||||||||||||||
Accretion on the convertible redeemable preferred shares to redemption value |
(204,796 | ) | (26.6 | ) | 120,873 | 12.0 | — | — | — | |||||||||||||||||||
Accretion on redeemable noncontrolling interests to redemption value |
— | — | (138 | ) | (0.0 | ) | (575 | ) | (91 | ) | 0.0 | |||||||||||||||||
Deemed dividend to preferred shareholders |
(1,142 | ) | (0.1 | ) | (12,547 | ) | (1.2 | ) | — | — | — | |||||||||||||||||
Net loss attributable to Boqii Holding Limited’s ordinary shareholders |
(384,962 | ) | (50.0 | ) | (86,256 | ) | (8.5 | ) | (128,965 | ) | (20,346 | ) | (10.9 | ) | ||||||||||||||
Net loss per share attributable to Boqii Holding Limited’s ordinary shareholders |
||||||||||||||||||||||||||||
Basic |
(17.31 | ) | (1.29 | ) | (1.90 | ) | (0.30 | ) | ||||||||||||||||||||
Diluted |
(17.31 | ) | (1.29 | ) | (1.90 | ) | (0.30 | ) | ||||||||||||||||||||
Weighted average number of ordinary shares |
||||||||||||||||||||||||||||
Basic |
22,238,454 | 66,953,610 | 68,006,172 | 68,006,172 | ||||||||||||||||||||||||
Diluted |
22,238,454 | 66,953,610 | 68,006,172 | 68,006,172 |
For the Fiscal Year Ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for percentages) |
||||||||||||||||||||||||||||
(unaudited) |
||||||||||||||||||||||||||||
Net revenues |
||||||||||||||||||||||||||||
Product sales |
767,496 | 99.6 | 1,003,197 | 99.2 | 1,137,329 | 179,409 | 95.9 | |||||||||||||||||||||
Online marketing and information services and other revenue |
2,741 | 0.4 | 7,788 | 0.8 | 49,100 | 7,745 | 4.1 | |||||||||||||||||||||
Total net revenues |
770,237 |
100.0 |
1,010,985 |
100.0 |
1,186,429 |
187,154 |
100.0 |
For the Fiscal Year Ended March 31, |
||||||||||||||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||||||||||||||
RMB |
% of total operating expenses |
% of total revenue |
RMB |
% of total operating expenses |
% of total revenue |
RMB |
US$ |
% of total operating expenses |
% of total revenue |
|||||||||||||||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||||||||||||||
Fulfillment expenses |
115,887 | 38.8 | 15.0 | 120,188 | 30.5 | 11.9 | 134,026 | 21,142 | 35.2 | 11.3 | ||||||||||||||||||||||||||||||
Sales and marketing expenses |
128,387 | 43.0 | 16.7 | 160,201 | 40.6 | 15.8 | 170,986 | 26,972 | 44.8 | 14.4 | ||||||||||||||||||||||||||||||
General and administrative expenses |
54,277 | 18.2 | 7.0 | 113,972 | 28.9 | 11.3 | 76,248 | 12,028 | 20.0 | 6.4 | ||||||||||||||||||||||||||||||
Total Operating expenses |
298,551 |
100.0 |
38.7 |
394,361 |
100.0 |
39.0 |
381,260 |
60,142 |
100.0 |
32.1 |
For the fiscal year ended March 31, |
||||||||||||||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||||||||||||||
RMB |
% |
RMB |
% |
RMB |
US$ |
% |
||||||||||||||||||||||
(in thousands, except for share and per share data) |
||||||||||||||||||||||||||||
Summary Consolidated Statements of Operations: |
||||||||||||||||||||||||||||
Net revenues: |
||||||||||||||||||||||||||||
Product sales |
767,496 | 99.6 | 1,003,197 | 99.2 | 1,137,329 | 179,409 | 95.9 | |||||||||||||||||||||
Online marketing and information services and other revenue |
2,741 | 0.4 | 7,788 | 0.8 | 49,100 | 7,745 | 4.1 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total net revenues |
770,237 | 100.0 | 1,010,985 | 100.0 | 1,186,429 | 187,154 | 100.0 | |||||||||||||||||||||
Total cost of revenues |
(611,470 | ) | (79.4 | ) | (823,686 | ) | (81.5 | ) | (943,698 | ) | (148,865 | ) | (79.5 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross profit |
158,767 | 20.6 | 187,299 | 18.5 | 242,731 | 38,289 | 20.5 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Operating expenses: |
||||||||||||||||||||||||||||
Fulfillment expenses |
(115,887 | ) | (15.0 | ) | (120,188 | ) | (11.9 | ) | (134,026 | ) | (21,142 | ) | (11.3 | ) | ||||||||||||||
Sales and marketing expenses |
(128,387 | ) | (16.7 | ) | (160,201 | ) | (15.8 | ) | (170,986 | ) | (26,972 | ) | (14.4 | ) | ||||||||||||||
General and administrative expenses |
(54,277 | ) | (7.0 | ) | (113,972 | ) | (11.3 | ) | (76,248 | ) | (12,028 | ) | (6.4 | ) | ||||||||||||||
Other income, net |
2,398 | 0.3 | 1,067 | 0.1 | 280 | 44 | 0.0 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss from operations |
(137,386 | ) | (17.8 | ) | (205,995 | ) | (20.4 | ) | (138,249 | ) | (21,809 | ) | (11.7 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest income |
400 | 0.1 | 17,553 | 1.7 | 15,477 | 2,441 | 1.3 | |||||||||||||||||||||
Interest expense |
(59,268 | ) | (7.7 | ) | (27,650 | ) | (2.7 | ) | (20,884 | ) | (3,294 | ) | (1.8 | ) | ||||||||||||||
Other gains (losses), net |
6,984 | 0.9 | 11,332 | 1.1 | 6,020 | 950 | 0.5 | |||||||||||||||||||||
Fair value change of derivative liabilities |
13,345 | 1.7 | 11,369 | 1.1 | 2,824 | 445 | 0.2 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loss before income tax expenses |
(175,925 | ) | (22.8 | ) | (193,391 | ) | (19.1 | ) | (134,812 | ) | (21,267 | ) | (11.4 | ) | ||||||||||||||
Income tax expenses |
512 | 0.1 | 871 | 0.1 | 1,571 | 248 | 0.1 | |||||||||||||||||||||
Share of result of equity investee |
(520 | ) | (0.1 | ) | (696 | ) | (0.1 | ) | 418 | 65 | 0.0 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss |
(175,933 | ) | (22.8 | ) | (193,216 | ) | (19.1 | ) | (132,823 | ) | (20,954 | ) | (11.2 | ) | ||||||||||||||
Less: Net income attributable to the noncontrolling interest shareholders |
3,091 | 0.4 | 1,228 | 0.1 | (4,433 | ) | (699 | ) | (0.4 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss attributable to Boqii Holding Limited |
(179,024 | ) | (23.2 | ) | (194,444 | ) | (19.2 | ) | (128,390 | ) | (20,255 | ) | (10.8 | ) | ||||||||||||||
Accretion on the preferred shares to redemption value |
(204,796 | ) | (26.6 | ) | 120,873 | 12.0 | — | — | — | |||||||||||||||||||
Accretion on redeemable noncontrolling interests to redemption value |
— | — | (138 | ) | (0.0 | ) | (575 | ) | (91 | ) | (0.0 | ) | ||||||||||||||||
Deemed dividend to preferred shareholders |
(1,142 | ) | (0.1 | ) | (12,547 | ) | (1.2 | ) | — | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net loss attributable to Boqii Holding Limited’s ordinary shareholders |
(384,962 | ) | (50.0 | ) | (86,256 | ) | (8.5 | ) | (128,965 | ) | (20,346 | ) | (10.9 | ) |
For the fiscal year ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Net cash flows used in operating activities |
(165,912 | ) | (247,486 | ) | (147,504 | ) | (23,271 | ) | ||||||||
Net cash flows generated from/(used in) investing activities |
(75,056 | ) | (184,417 | ) | 21,147 | 3,337 | ||||||||||
Net cash flows generated from financing activities |
295,032 | 648,491 | 1,995 | 315 | ||||||||||||
Net increase/(decrease) in cash and cash equivalents |
54,064 | 216,588 | (124,362 | ) | (19,619 | ) | ||||||||||
Cash and cash equivalents at beginning of the year |
27,217 | 88,352 | 292,237 | 46,099 | ||||||||||||
Effects of foreign exchange rate changes on cash and cash equivalents |
7,071 | (12,703 | ) | (5,020 | ) | (790 | ) | |||||||||
Cash and cash equivalents at the end of the period |
88,352 | 292,237 | 162,855 | 25,690 |
Directors and Executive Officers |
Age |
Position/Title | ||
Hao (Louis) Liang | 43 | Director, Chairman and Chief Executive Officer | ||
Yingzhi (Lisa) Tang | 42 | Director, co-Chief Executive Officer and Chief Financial Officer | ||
Noorsurainah Tengah | 40 | Independent Director | ||
Dong Li | 45 | Independent Director | ||
Leaf Hua Li | 45 | Independent Director | ||
Chao Guo | 38 | Senior Vice President | ||
Kai Fang | 44 | Senior Vice President |
Ordinary Shares Underlying Options Granted |
Exercise Price (US$/Share) |
Date of Grant |
Date of Expiration | |||||||||
Hao (Louis) Liang |
* | 0.10 to 4.13 | various dates from September 27, 2012 to December 29, 2021 |
various dates from September 26, 2022 to December 28, 2031 | ||||||||
Yingzhi (Lisa) Tang |
* | 0.10 to 4.13 | various dates from September 27, 2012 to October 10, 2020 |
various dates from September 26, 2022 to October 9, 2030 | ||||||||
Noorsurainah Tengah |
— | — | — | — | ||||||||
Dong Li |
— | — | — | — | ||||||||
Leaf Hua Li |
— | — | — | — | ||||||||
Chao Guo |
* | 4.13 | May 17, 2021 | May 16, 2031 | ||||||||
|
|
|
|
|
| |||||||
All directors and executive officers as a group |
1,220,817 | 0.10 to 4.13 | various dates from September 27, 2012 to December 29, 2021 |
various dates from September 26, 2022 to December 28, 2031 |
* | Less than 1% of our total outstanding shares. |
• | selecting the independent registered public accounting firm and preapproving all auditing and nonauditing services permitted to be performed by the independent registered public accounting firm; |
• | reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; |
• | reviewing and approving all proposed related party transactions; |
• | discussing the annual audited financial statements with management and the independent registered public accounting firm; |
• | reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies; |
• | annually reviewing and reassessing the adequacy of our audit committee charter; |
• | meeting separately and periodically with management and the independent registered public accounting firm; and |
• | reporting regularly to the board of directors. |
• | reviewing and approving the compensation for our executive officers; |
• | reviewing and evaluating periodically the management succession plan in consultation with the chief executive officer; |
• | reviewing any incentive compensation or equity plans, programs or similar arrangements; |
• | selecting compensation consultant, legal counsel or other adviser only after taking into consideration of all factors relevant to that person’s independence from management; and |
• | reporting periodically to the board of directors. |
• | recommending nominees to the board for membership on the board and its committees pursuant to the terms of the Post-IPO MAA effective upon the completion of our initial public offering; |
• | leading and overseeing self-evaluation of the board at least annually to determine whether it and its committees are functioning effectively; |
• | recommending criteria for the selection of candidates to the board of directors and its committees; |
• | selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; |
• | developing and recommending to the board of directors the code of business conduct and ethics; and |
• | overseeing and setting compensation for our directors. |
Function |
Number of employees |
|||
Fulfillment |
27 | |||
Sales and marketing |
253 | |||
General and administrative |
137 | |||
|
|
|||
Total |
417 |
|||
|
|
• | each of our directors and executive officers; and |
• | each person known to us to beneficially own more than 5% of our ordinary shares. |
Ordinary Shares Beneficially Owned as of March 31, 2022 |
||||||||||||||||||||||||||||
Class A ordinary shares |
Class B ordinary shares |
Total ordinary shares on an as-converted basis |
Percentage of aggregate voting power*** |
|||||||||||||||||||||||||
Number |
% |
Number |
% |
Number |
% |
|||||||||||||||||||||||
Directors and Executive Officers:**† |
||||||||||||||||||||||||||||
Hao (Louis) Liang (1) |
791,331 | 1.4 | 8,314,160 | 63.8 | 9,105,491 | 13.2 | 52.8 | |||||||||||||||||||||
Yingzhi (Lisa) Tang (2) |
379,486 | 0.7 | 4,345,475 | 33.3 | 4,724,961 | 6.9 | 27.6 | |||||||||||||||||||||
Noorsurainah Tengah |
— | — | — | — | — | — | — | |||||||||||||||||||||
Dong Li |
— | — | — | — | — | — | — | |||||||||||||||||||||
Leaf Hua Li |
— | — | — | — | — | — | — | |||||||||||||||||||||
Chao Guo |
* | * | — | — | * | * | * | |||||||||||||||||||||
Kai Fang |
* | * | — | — | * | * | * | |||||||||||||||||||||
All directors and executive officers as a group |
1,220,817 | 2.2 | 12,659,635 | 97.1 | 13,880,452 | 20.2 | 80.4 | |||||||||||||||||||||
Principal Shareholders: |
||||||||||||||||||||||||||||
Merchant Tycoon Limited (1)(2)(3) |
— | — | 13,037,729 | 100.0 | 13,037,729 | 19.0 | 82.4 | |||||||||||||||||||||
CMB (4) |
9,723,259 | 17.5 | — | — | 9,723,259 | 14.1 | 3.1 | |||||||||||||||||||||
CW PETS Limited (5) |
6,197,747 | 11.1 | — | — | 6,197,747 | 9.0 | 2.0 | |||||||||||||||||||||
Apsaras Legend Limited (6) |
5,112,641 | 9.2 | — | — | 5,112,641 | 7.4 | 1.6 | |||||||||||||||||||||
Raumier Limited (7) |
4,842,587 | 8.7 | — | — | 4,842,587 | 7.0 | 1.5 | |||||||||||||||||||||
Chong Li’s Entities (8) |
4,841,138 | 8.7 | — | — | 4,841,138 | 7.0 | 1.5 |
* | Less than 1% of our total outstanding shares. |
** | For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 68,747,320, being the number of ordinary shares on an as-converted basis issued and outstanding as of the date of this annual report, and (ii) the number of ordinary shares underlying share options held by such person or group that are exercisable within 60 days after the date of this annual report. |
*** | For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to 20 votes per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one |
† |
The business address of our executive officers is Building 9, No. 388, Shengrong Road, Pudong New District, Shanghai 201210, People’s Republic of China. |
(1) | Represents an aggregate of 9,105,491 as-converted ordinary shares, consisting of (i) 8,314,160 as-converted Class B ordinary shares held by Merchant Tycoon Limited, a limited liability company incorporated under the laws of the British Virgin Islands; and (ii) 791,331 Class A ordinary shares underlying share options held by Hao (Louis) Liang that are exercisable within 60 days after the date of this annual report. Hao (Louis) Liang holds 63.77% of equity interest in Merchant Tycoon Limited. The registered address of Merchant Tycoon Limited is Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands. Based on the terms of governing documents of Merchant Tycoon Limited, Hao (Louis) Liang disclaims beneficial ownership of the ordinary shares beneficially owned by Yingzhi (Lisa) Tang and Di (Jackie) Chen through their respective shareholding in Merchant Tycoon Limited. |
(2) | Represents an aggregate of 4,724,961 as-converted ordinary shares, consisting of (i) 4,345,475 as-converted Class B ordinary shares held by Merchant Tycoon Limited, a limited liability company incorporated under the laws of the British Virgin Islands; and (ii) 379,486 Class A ordinary shares underlying share options held by Yingzhi (Lisa) Tang that are exercisable within 60 days after the date of this annual report. Yingzhi (Lisa) Tang holds 33.33% of equity interest in Merchant Tycoon Limited. The registered address of Merchant Tycoon Limited is Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands. Based on the terms of governing documents of Merchant Tycoon Limited, Yingzhi (Lisa) Tang disclaims beneficial ownership of the ordinary shares beneficially owned by Hao (Louis) Liang and Di (Jackie) Chen through their respective shareholding in Merchant Tycoon Limited. |
(3) | Represents an aggregate of 664,580 as-converted ordinary shares, consisting of (i) 378,094 as-converted Class B ordinary shares held by Merchant Tycoon Limited, a limited liability company incorporated under the laws of the British Virgin Islands; and (ii) 286,486 Class A ordinary shares underlying share options held by Di (Jackie) Chen that are exercisable within 60 days after the date of this annual report. Di (Jackie) Chen holds 2.9% of equity interest in Merchant Tycoon Limited. The registered address of Merchant Tycoon Limited is Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands. Based on the terms of governing documents of Merchant Tycoon Limited, Di (Jackie) Chen disclaims beneficial ownership of the ordinary shares beneficially owned by Hao (Louis) Liang and Yingzhi (Lisa) Tang through their respective shareholding in Merchant Tycoon Limited. |
(4) | Representing an aggregate of 9,723,259 as-converted Class A ordinary shares consisting of (i) 3,085,675 as-converted Class A ordinary shares held by CMBI Private Equity Series SPC (acting for and on behalf of Internet Retail Fund I SP), a segregated portfolio company incorporated under the laws of the Cayman Islands, which is ultimately controlled by China Merchants Bank Co., Limited (HKG: 3968). The registered address of CMBI Private Equity Series SPC is 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KYI-1002, Cayman Islands; and (ii) 6,637,584 as-converted Class A ordinary shares held by Shanghai Qiji Technology LLP., a limited liability company incorporated under the laws of the People’s Republic of China, which is ultimately controlled by China Merchants Bank Co., Limited (HKG: 3968). The registered address of Shanghai Qiji Technology LLP. is 2A, No. 1200, Pudong Avenue, Pilot Free Trade Zone, Shanghai, People’s Republic of China. |
(5) | Represents 6,197,747 as-converted Class A ordinary shares held by CW PETS Limited, a limited liability company incorporated under the laws of the British Virgin Islands, in which Chengwei Capital HK Limited holds 100.0% equity interest and ultimately controlled by Eric Li. The registered address of CW PETS Limited is P.O. Box 4301, Road Town, Tortola, British Virgin Islands. |
(6) | Represents 5,112,641 as-converted Class A ordinary shares held by Apsaras Legend Limited, a limited liability company incorporated under the laws of the British Virgin Islands, ultimately controlled by Fengjin Jiang. |
(7) | Represents 4,842,587 as-converted Class A ordinary shares held by Raumier Limited, a limited liability company incorporated under the Companies (Jersey) Laws, in which Premier Circle Limited holds 50% equity interest and Second Circle Limited holds 50% equity interest. The registered address of Raumier Limited is 26 New Street, St Helier, Jersey, JE2 3RA. |
(8) | Represents an aggregate of 4,841,138 as-converted Class A ordinary shares, consisting of (i) 4,591,045 as-converted Class A ordinary shares held by Perfect Deal Global Limited, a limited liability company incorporated under the laws of the British Virgin Islands, in which Chong Li holds 100.0% equity interest. The registered address of Superb Origin International Limited is Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands; and (ii) 250,093 as-converted Class A ordinary shares held by DL Capital Holding Limited, a limited liability company incorporated under the laws of the British Virgin Islands, in which Chong Li holds 100.0% equity interest. The registered address of DL Capital Holding Limited is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Island. |
Name of related parties |
Relationship with the Company | |
Nanjing Xingmu | An equity investee of the Company before November 1, 2019 | |
Nanjing Animal Pharmaceutical | An equity investee of the Company | |
Wuhan Chunzhijin | An equity investee of the Company | |
Weishi Network | An equity investee of the Company | |
Beijing Petdog | An available-for-sale | |
Shanghai Guangcheng Information Technology (limited partnership) (“Shanghai Guangcheng Information”) | A company with a common director of the Company | |
Yingzhi (Lisa) Tang | Senior management of the Company | |
Di (Jackie) Chen | Senior management of the Company until July, 2021 | |
Ying (Christina) Zhang | Senior management of the Company until February, 2022 | |
Fei Wang | Senior management of the Company until April, 2022 | |
Yan Jiang | Senior management of the Company | |
Lijun Zhou | Senior management of the Company until April, 2022 |
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Sales of goods |
||||||||||||||||
Beijing Petdog |
2,316 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Online marketing and information services |
||||||||||||||||
Beijing Petdog |
315 | 410 | — | — | ||||||||||||
Weishi Network |
— | — | 19 | 3 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
315 | 410 | 19 | 3 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Purchase of merchandise |
||||||||||||||||
Nanjing Xingmu |
751 | — | — | — | ||||||||||||
Weishi Network |
— | — | 1,582 | 250 | ||||||||||||
Nanjing Animal Pharmaceutical |
45 | 250 | 1,020 | 161 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
796 | 250 | 2,602 | 410 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loans granted to related parties |
||||||||||||||||
Shanghai Guangcheng Information (a) |
— | — | 33,395 | 5,268 | ||||||||||||
Wuhan Chunzhijin (b) |
— | 5,690 | 2,600 | 410 | ||||||||||||
Yingzhi (Lisa) Tang |
— | — | 1,750 | 276 | ||||||||||||
Lijun Zhou |
— | — | 300 | 47 | ||||||||||||
Nanjing Animal Pharmaceutical |
1,000 | 500 | — | — | ||||||||||||
Yan Jiang |
— | 200 | 70 | 11 | ||||||||||||
Ying (Christina) Zhang |
152 | — | — | — | ||||||||||||
Di (Jackie) Chen |
785 | — | — | — | ||||||||||||
Fei Wang (c) |
— | 500 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
1,937 | 6,890 | 38,115 | 6,012 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Staff advances |
||||||||||||||||
Di (Jackie) Chen |
6 | — | — | — | ||||||||||||
Yingzhi (Lisa) Tang |
— | 10 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
6 | 10 | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Advances provided to related parties |
||||||||||||||||
Nanjing Animal Pharmaceutical |
— | 2,073 | — | — | ||||||||||||
Wuhan Chunzhijin |
3.350 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
3,350 | 2,073 | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loans granted from related parties |
||||||||||||||||
Shanghai Guangcheng Information (d) |
— | — | 9,961 | 1,571 | ||||||||||||
Yingzhi (Lisa) Tang (e) |
1,450 | — | — | — | ||||||||||||
Yan Jiang (f) |
9,000 | — | — | — | ||||||||||||
Di (Jackie) Chen (g) |
1,250 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
11,700 | — | 9,961 | 1,571 | |||||||||||||
|
|
|
|
|
|
|
|
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Trade receivables from related parties |
||||||||||||||||
Beijing Petdog |
1,564 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Prepayments to related parties |
||||||||||||||||
Nanjing Animal Pharmaceutical |
— | 2,023 | 1,650 | 260 | ||||||||||||
Weishi Network |
— | — | 1,582 | 250 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
— | 2,023 | 3,232 | 510 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Other receivables from related parties |
||||||||||||||||
Wuhan Chunzhijin |
2,481 | 7,295 | 7,594 | 1,198 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loans to related parties |
||||||||||||||||
Nanjing Animal Pharmaceutical |
1,000 | 500 | — | — | ||||||||||||
Yingzhi (Lisa) Tang |
— | 10 | — | — | ||||||||||||
Yan Jiang |
— | 200 | 200 | 32 | ||||||||||||
Di (Jackie) Chen (h) |
785 | 785 | — | — | ||||||||||||
Ying (Christina) Zhang |
152 | 152 | — | — | ||||||||||||
Lijun Zhou |
— | — | 200 | 32 | ||||||||||||
Fei Wang (i) |
— | 500 | 500 | 79 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
1,937 | 2,147 | 900 | 142 | |||||||||||||
|
|
|
|
|
|
|
|
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Trade payables to related parties |
||||||||||||||||
Nanjing Animal Pharmaceutical |
45 | 874 | 219 | 35 | ||||||||||||
|
|
|
|
|
|
|
|
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
Advances from related parties |
||||||||||||||||
Beijing Petdog |
— | 36 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Long-term loan from related parties |
||||||||||||||||
Yingzhi (Lisa) Tang (j) |
2,521 | — | — | — | ||||||||||||
Yan Jiang (k) |
9,000 | — | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
11,521 | — | — | — | |||||||||||||
|
|
|
|
|
|
|
|
(a) | In April 2021, the Company granted Shanghai Guangcheng Information a short-term loan with a total principal amount of RMB33.4 million (equivalent to USD5 million), bearing an interest rate of 3.5% per annum. The loan was fully repaid by March 31, 2022. |
(b) | From April 2020 to January 2021, the Company provided interest free loans to Wuhan Chunzhijin with an aggregate amount of RMB5.7 million, which will be repaid on demand. |
(c) | In January 2021, the Company entered into a one-year loan agreement with Fei Wang, for a principal amount of RMB0.5 million, bearing an interest rate of 4% per annum. This Loan was pledged by 515,000 stock options owned by Fei Wang. |
(d) | In April 2021, the Company obtained a total loan facility up to USD5 million from Shanghai Guangcheng Information. During the year ended March 31, 2022, the Company drew down a total amount of USD1.5 million (equivalent to RMB10.0 million) from the loan facility, with interest bearing at 3.5% per annum. The loan was fully repaid by March 31, 2022. |
(e) | In September 2019, the Company obtained a two-year loan of RMB1.5 million from Yingzhi (Lisa) Tang, bearing an interest rate of 9.0% per annum. The loan was early repaid in December 2020. |
(f) | In September 2019, the Company obtained a two-year loan of RMB9 million from Yan Jiang, bearing an interest rate of 9.0% per annum. The loan was early repaid in December 2020. |
(g) | In October 2019, Di (Jackie) Chen advanced RMB1.25 million to the Company, which was repaid by the Company in the same month. |
(h) | In December 2019, the Company entered into a 12 month interest free loan agreement with, Di (Jackie) Chen, for a principal amount of RMB0.7 million. In December 2020, the loan contract was renewed for another one year. |
(i) | In January 2021, the Company entered into a one-year loan agreement with Fei Wang, for a principal amount of RMB0.5 million, bearing an interest rate of 4% per annum. This Loan was pledged by 515,000 stock options owned by Fei Wang. |
(j) | In July 2018, the Company entered into a forty-month loan agreement with Yingzhi (Lisa) Tang, for a principal amount of US$0.15 million (RMB1.0 million), bearing an interest rate of 6% per annum. The loan was early repaid in January 2021. |
(k) | The balance as of December 31, 2019 represented a two-year loan of RMB9 million due to Yan Jiang, bearing an interest rate of 9.0% per annum. The loan was early repaid in December 2020. |
• | the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
• | the instrument of transfer is in respect of only one class of shares; |
• | the instrument of transfer is properly stamped, if required; |
• | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
• | a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
• | the designation of the series; |
• | the number of shares of the series; |
• | the dividend rights, dividend rates, conversion rights, voting rights; and |
• | the rights and terms of redemption and liquidation preferences. |
• | does not have to file an annual return of its shareholders with the Registrar of Companies; |
• | is not required to open its register of members for inspection; |
• | does not have to hold an annual general meeting; |
• | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance); |
• | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; |
• | may register as a limited duration company; and |
• | may register as a segregated portfolio company. |
• | certain financial institutions; |
• | insurance companies; |
• | regulated investment companies; |
• | dealers or traders in securities that use a mark-to-market |
• | persons holding ADSs or Class A ordinary shares as part of a straddle, integrated or similar transaction; |
• | persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
• | entities classified as partnerships for U.S. federal income tax purposes and their partners; |
• | tax-exempt entities, “individual retirement accounts” or “Roth IRAs”; |
• | persons that acquired ADSs or Class A ordinary shares as compensation; |
• | persons that own or are deemed to own ADSs or Class A ordinary shares representing 10% or more of our voting power or value; or |
• | persons holding ADSs or Class A ordinary shares in connection with a trade or business outside the United States. |
• | a citizen or individual resident of the United States; |
• | a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or |
• | an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. |
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||
Royal Canin China Co., Ltd. |
24 | % | 19 | % | 17 | % |
Persons depositing or withdrawing shares or ADS holders must pay: |
For: | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | |
$.05 (or less) per ADS | Any cash distribution to ADS holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders | |
$.05 (or less) per ADS per calendar year | Depositary services | |
Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary | Cable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
Fiscal Year Ended March 31, |
||||||||||||||||
2020 |
2021 |
2022 |
||||||||||||||
RMB |
RMB |
RMB |
US$ |
|||||||||||||
(in thousands) |
||||||||||||||||
Audit Fees (1) |
9,800 | 7,800 | 5,300 | 836 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Tax Fees (2) |
— | 40 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
9,800 | 8,200 | 5,300 | 836 | ||||||||||||
|
|
|
|
|
|
|
|
(1) | Audit Fees |
(2) | Tax Fees |
* | Filed herewith |
** | Furnished herewith |
BOQII HOLDING LIMITED | ||||
By: | /s/ Yingzhi (Lisa) Tang | |||
Name: | Yingzhi (Lisa) Tang | |||
Title: | Director, co-Chief Executive Officer and Chief Financial Officer |
Report of Independent Registered Public Accounting Firm (PCAOB ID: |
F-2 | |
F-3-F-4 | ||
F-5 | ||
F-6-F-9 | ||
F-10-F-11 | ||
F-12-F-67 |
/s/ |
July 27, 2022 |
As of March 31, |
||||||||||||||||
Note |
2021 |
2022 |
||||||||||||||
RMB |
RMB |
US$ (Note 2(f)) |
||||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
5 | |||||||||||||||
Short-term investments |
||||||||||||||||
Accounts receivable, net |
6 | |||||||||||||||
Inventories, net |
7 | |||||||||||||||
Prepayments and other current assets |
8 | |||||||||||||||
Amounts due from related parties |
27 | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Total current assets |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Non-current assets: |
||||||||||||||||
Property and equipment, net |
9 | |||||||||||||||
Intangible assets |
10 | |||||||||||||||
Operating lease right-of-use |
15 | |||||||||||||||
Long-term investments |
11 | |||||||||||||||
Goodwill |
12 | |||||||||||||||
Other non-current asset |
13 | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current assets |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total assets |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY |
||||||||||||||||
Current liabilities |
||||||||||||||||
Short-term borrowings (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
22 | |||||||||||||||
Accounts payable (including accounts payable of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB Group’s entities of RMB |
||||||||||||||||
Salary and welfare payable (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
||||||||||||||||
Accrued liabilities and other current liabilities (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB Group’s entities of RMB |
14 | |||||||||||||||
Amounts due to related parties, current (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
27 | |||||||||||||||
Contract liabilities (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
||||||||||||||||
Operating lease liabilities, current (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
15 | |||||||||||||||
Derivative liabilities (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company |
22 | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Total current liabilities |
||||||||||||||||
|
|
|
|
|
|
As of March 31, |
||||||||||||||||
Note |
2021 |
2022 |
||||||||||||||
RMB |
RMB |
US$ (Note 2(f)) |
||||||||||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY (CONTINUED) |
|
|||||||||||||||
Non-current liabilities |
||||||||||||||||
Deferred tax liabilities (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
18 | |||||||||||||||
Operating lease liabilities, non-current (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
15 | |||||||||||||||
Long-term borrowings (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
22 | |||||||||||||||
Other debts, non-current (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the Company of RMB |
22 | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Total non-current liabilities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Commitments and contingencies (Note 2 9 ) |
||||||||||||||||
Mezzanine equity: |
||||||||||||||||
Redeemable non-controlling interests |
21 | |||||||||||||||
|
|
|
|
|
|
|||||||||||
Total mezzanine equity |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Shareholders’ equity: |
||||||||||||||||
Class A ordinary shares (US$ |
19 | |||||||||||||||
Class B ordinary shares (US$ |
19 | |||||||||||||||
Additional paid-in capital |
||||||||||||||||
Statutory reserves |
||||||||||||||||
Accumulated other comprehensive loss |
( |
) | ( |
) | ( |
) | ||||||||||
Accumulated deficit |
( |
) | ( |
) | ( |
) | ||||||||||
Receivable for issuance of ordinary shares |
2 3 |
( |
) | ( |
) | ( |
) | |||||||||
|
|
|
|
|
|
|||||||||||
Total Boqii Holding Limited shareholders’ equity |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Non-controlling interests |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total shareholders’ equity |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Total liabilities, mezzanine equity and shareholders’ equity |
||||||||||||||||
|
|
|
|
|
|
Year Ended March 31, |
||||||||||||||||||||
Note |
2020 |
2021 |
2022 |
|||||||||||||||||
RMB |
RMB |
RMB |
US$ (Note 2(f)) |
|||||||||||||||||
Net revenues: |
||||||||||||||||||||
Product sales |
||||||||||||||||||||
Online marketing and information services and other revenue |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total revenues |
||||||||||||||||||||
Total cost of revenue |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross profit |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Operating expenses: |
||||||||||||||||||||
Fulfillment expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Sales and marketing expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
General and administrative expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Other income, net |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Interest income |
||||||||||||||||||||
Interest expense |
16 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Other gain (losses), net |
17 | |||||||||||||||||||
Fair value change of derivative liabilities |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before income tax expenses |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Income tax expenses |
18 | |||||||||||||||||||
Share of results of equity investees |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Less: Net income attributable to the non-controlling interest shareholders |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to Boqii Holding Limited |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Accretion on convertible redeemable preferred shares to redemption value |
20 | ( |
) | |||||||||||||||||
Accretion on redeemable non-controlling interests to redemption value |
21 | ( |
) | ( |
) | ( |
) | |||||||||||||
Deemed dividend to preferred shareholders |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss attributable to Boqii Holding Limited’s ordinary shareholders |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Other comprehensive income (loss): |
||||||||||||||||||||
Foreign currency translation adjustment, net of nil tax |
( |
) | ( |
) | ( |
) | ||||||||||||||
Unrealized securities holding gains/(losses) |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Less: Total comprehensive loss/(income) attributable to non- controlling interests shareholders |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total comprehensive loss attributable to Boqii Holding Limited |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss per share attributable to Boqii Holding Limited’s ordinary shareholders |
||||||||||||||||||||
— basic |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
— diluted |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Weighted average number of ordinary shares |
||||||||||||||||||||
— basic |
||||||||||||||||||||
— diluted |
Ordinary Shares (US$0.001 per value) |
Additional Paid-in Capital |
Statutory reserves |
Accumulated other comprehensive income |
Accumulated deficit |
Non-controlling interests |
Receivable for issuance of ordinary shares |
Total Shareholders’ Deficit |
|||||||||||||||||||||||||||||
Number of Shares |
Amount |
|||||||||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||||||||||||
Balances as of March 31, 2019 |
— | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||
Share-based compensation |
( |
) | — | |||||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Appropriations to statutory reserves |
— | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||
Deemed dividend to preferred shareholders (Note 20) |
— | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||
Accretion to redemption value of redeemable convertible preferred shares (Note 20) |
— | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||
Unrealized securities holding gains, net of tax |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Acquisition of subsidiaries |
— | — | — | — | ( |
) | — | |||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balances as of March 31, 2020 |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary Shares (US$0.001 per value) |
Class A Ordinary Shares (US$0.001 per value) |
Class B Ordinary Shares (US$0.001 per value) |
Additional Paid-in Capital |
Statutory reserves |
Accumulated other comprehensive income |
Accumulated deficit |
Non-controlling interests |
Receivable for issuance of ordinary shares |
Total Shareholders’ (Deficit)/ Equity |
|||||||||||||||||||||||||||||||||||||||||||
Number of Shares |
Amount |
Number of Shares |
Amount |
Number of Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||||||||||||||||||||||||||
Balances as of March 31, 2020 |
— | — | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Appropriations to statutory reserves |
— | — | — | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||||||
Deemed dividend to preferred shareholders (Note 20) |
— | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Accretion to redemption value of redeemable convertible preferred shares (Note 20) |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Accretion to redemption value of redeemable non-controlling interests (Note 21) |
— | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Unrealized securities holding gains, net of tax |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Exercise of CMB Warrant (Note 20) |
— | — | — | — | — | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||||||||||||||
Capital contribution from non-controlling interests |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Receivable for issuance of convertible redeemable preferred shares |
— | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||
Conversion of ordinary shares into Class A and Class B ordinary shares |
( |
) | ( |
) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of Class A ordinary shares upon initial public offering (“IPO”), net of cost of issuance (Note 19) |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Series A convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | — | — |
Ordinary Shares (US$0.001 per value) |
Class A Ordinary Shares (US$0.001 per value) |
Class B Ordinary Shares (US$0.001 per value) |
Additional Paid-in Capital |
Statutory reserves |
Accumulated other comprehensive income |
Accumulated deficit |
Non-controlling interests |
Receivable for issuance of ordinary shares |
Total Shareholders’ (Deficit)/ Equity |
|||||||||||||||||||||||||||||||||||||||||||
Number of Shares |
Amount |
Number of Shares |
Amount |
Number of Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Series B convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Series C convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of Series C+ convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Series D convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Series D-1 convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Series D-2 convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Conversion of Series E convertible redeemable preferred shares upon completion of the IPO |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Repurchase of Ordinary Shares |
— | — | ( |
) | ( |
) | — | — | ( |
) | — | — | — | — | — | ( |
) | |||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Balances as of March 31, 2021 |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Ordinary Shares (US$0.001 per value) |
Class B Ordinary Shares (US$0.001 per value) |
Additional Paid-in Capital |
Statutory reserves |
Accumulated other comprehensive income |
Accumulated deficit |
Non-controlling interests |
Receivable for issuance of ordinary shares |
Total Shareholders’ Equity |
||||||||||||||||||||||||||||||||||||
Number of Shares |
Amount |
Number of Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||||||||||
Balances as of March 31, 2021 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||||||||||||||
Accretion on redeemable non-controlling interests to redemption value |
— | — | — | — | — | — | — | ( |
) | — | — | ( |
) | |||||||||||||||||||||||||||||||
Receivable for issuance of ordinary shares (Note 23) |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Unrealized securities holding losses, net of tax |
— | — | — | — | — | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||||||||||||||
Acquisition of a subsidiary |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Issuance of ordinary shares for the exercise of stock options |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
Capital contribution from non-controlling interests |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Appropriations to statutory reserves |
— | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balances as of March 31, 2022 |
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended March 31, |
||||||||||||||||||||
Note |
2020 |
2021 |
2022 |
|||||||||||||||||
RMB |
RMB |
RMB |
US$ (Note 2(f)) |
|||||||||||||||||
Cash flows from operating activities: |
||||||||||||||||||||
Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||||||||||||||
Depreciation and amortization expense |
||||||||||||||||||||
Provision for inventories |
( |
) | ||||||||||||||||||
Provision for doubtful accounts |
6 | ( |
) | |||||||||||||||||
Interest expense of other debts |
16 | |||||||||||||||||||
Interest receivable for issuance of ordinary shares |
— | ( |
) | ( |
) | ( |
) | |||||||||||||
Amortization of right-of-use |
15 | |||||||||||||||||||
Interest of lease liabilities |
15 | |||||||||||||||||||
Investment income |
— | — | ||||||||||||||||||
Share of results of equity investees |
( |
) | ( |
) | ||||||||||||||||
Loss /(gain) on disposal of property and equipment |
( |
) | ( |
) | ||||||||||||||||
Gain on disposal of other debts |
( |
) | ( |
) | — | — | ||||||||||||||
Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition |
17 | ( |
) | — | ( |
) | ( |
) | ||||||||||||
Share-based compensation expense |
2 4 |
— | ||||||||||||||||||
Fair value change of derivative liabilities |
2 6 |
( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Deferred tax expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Changes in operating assets and liabilities, net of effects of businesses acquired: |
||||||||||||||||||||
Accounts receivable |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Inventories |
( |
) | ( |
) | ( |
) | ||||||||||||||
Prepayments and other current assets |
( |
) | ( |
) | ( |
) | ||||||||||||||
Amounts due from related parties |
( |
) | ( |
) | ||||||||||||||||
Operating lease liabilities |
15 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||||
Accounts payable |
( |
) | ( |
) | ||||||||||||||||
Salary and welfare payable |
||||||||||||||||||||
Accrued liabilities and other current liabilities |
||||||||||||||||||||
Amounts due to related parties |
( |
) | ( |
) | ( |
) | ||||||||||||||
Contract liabilities |
( |
) | ||||||||||||||||||
Other non-current assets |
( |
) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net cash used in operating activities |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Cash flows from investing activities: |
||||||||||||||||||||
Loan receivables advanced to a third party |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Repayments on loan receivables from a third party |
||||||||||||||||||||
Loan receivables advanced to a related party |
— | ( |
) | ( |
) | ( |
) | |||||||||||||
Repayments on loan receivables from a related party |
— | — | ||||||||||||||||||
Acquisition of subsidiaries, net of cash and cash equivalents acquired |
— | — | — |
|||||||||||||||||
Increase/(decrease) in short-term investments |
— | ( |
) | |||||||||||||||||
Purchase of intangible assets |
( |
) | — | ( |
) | ( |
) | |||||||||||||
Purchase of property and equipment |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Disposal of property and equipment |
||||||||||||||||||||
Acquisitions of long-term investments |
( |
) | — | ( |
) | ( |
) | |||||||||||||
Disposal of equity investees |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net cash generated from/ ( used in ) investing activities |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
Year Ended March 31, |
||||||||||||||||||||
Note |
2020 |
2021 |
2022 |
|||||||||||||||||
RMB |
RMB |
RMB |
US$ (Note 2(f)) |
|||||||||||||||||
Cash flows from financing activities: |
||||||||||||||||||||
Proceeds from issuance of convertible redeemable preferred shares , net of issuance costs |
— | — | ||||||||||||||||||
Acquisition of additional interests in subsidiaries from non-controlling interests |
— |
— |
||||||||||||||||||
Proceeds from short-term and long-term borrowings |
||||||||||||||||||||
Repayments of short-term and long-term borrowings |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||
Proceeds from issuance of other debts, net of issuance costs |
— | — | ||||||||||||||||||
Proceeds from issuance of ordinary shares |
— | — | ||||||||||||||||||
Repayments of other debts |
— | ( |
) | ( |
) | ( |
) | |||||||||||||
Proceeds from exercise of share option |
— | |||||||||||||||||||
Proceeds from the initial public offering, net of underwriter discounts and commissions and other offering costs paid |
— | — | — | |||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net cash flows generated from financing activities |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
( |
) | ( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Cash, cash equivalents and restricted cash at beginning of year |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash |
( |
) | ( |
) | ( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Cash, cash equivalents and restricted cash at end of year |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Supplemental schedule of non-cash investing and financing activities: |
||||||||||||||||||||
Accretion on convertible redeemable preferred shares |
( |
) | — | — | ||||||||||||||||
Accretion on redeemable non-controlling interests |
— | ( |
) | ( |
) | ( |
) | |||||||||||||
Deemed dividend to preferred shareholders |
( |
) | ( |
) | — | — | ||||||||||||||
Non-cash consideration paid for business acquisitions |
( |
) | — | — | — | |||||||||||||||
Unpaid cash consideration for business acquisitions |
— | — | ( |
) | ( |
) | ||||||||||||||
Additional ASC 842 supplemental disclosure: |
||||||||||||||||||||
Cash paid for fixed operating lease costs included in the measurement of lease obligations in operating activities |
||||||||||||||||||||
Right-of-use |
1. |
Organization and principal activities |
Name of subsidiaries and VIE |
Place of incorporation |
Date of incorporation or acquisition |
Percentage of direct or indirect |
Principal activities | ||||||
Subsidiaries: |
||||||||||
Boqii Corporation Limited (“Boqii Corporation”) |
July 2012 | % | ||||||||
Boqii International Limited |
August 2016 | % | ||||||||
Xingmu International Limited |
August 2019 | % | ||||||||
Xingmu HK Limited |
November 2019 | % | ||||||||
Nanjing Xinmu Information Technology Co., Ltd. (“Xingmu WFOE”) |
November 2019 | % | Technology development and sales of merchandise | |||||||
Xincheng (Shanghai) Information Technology Co., Ltd. (“Shanghai Xincheng”) |
November 2012 | % | Technology development and sales of merchandise | |||||||
Shanghai Yiqin Pets Products Co., Ltd. |
February 2013 | % | Technology development and sales of merchandise | |||||||
Consolidated VIEs |
||||||||||
Guangcheng (Shanghai) Information Technology Co., Ltd. |
November 2012 | % | ||||||||
Nanjing Xingmu Biotechnology Co., Ltd. (“Nanjing Xingmu”) |
November 2019 | % | ||||||||
Suzhou Taicheng Supply Chain Co., Ltd. (“Suzhou Taicheng”) |
June 2021 | % | ||||||||
Subsidiaries of VIEs |
||||||||||
Boqii (Shanghai) Information Technology Co., Ltd. |
August 2014 | % | ||||||||
Tianjing Guangcheng Information Technology Co., Ltd. |
June 2017 | % | ||||||||
Nanjing Cuida Biotechnology Co. Ltd.(“Cuida”) |
April 2017 | % | ||||||||
Taizhou Xingmu Biotechnology Co., Ltd. |
November 2019 | % |
1. |
Organization and principal activities (continued) |
1. |
Organization and principal activities (continued) |
1. |
Organization and principal activities (continued) |
1. |
Organization and principal activities (continued) |
As of March 31, |
||||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Cash and cash equivalents |
||||||||
Accounts receivable, net |
||||||||
Amounts due from related parties |
||||||||
Inventories, net |
||||||||
Prepayments and other current assets |
||||||||
Intra-Group receivables due from the Group’s entities |
||||||||
Property and equipment, net |
||||||||
Intangible assets |
||||||||
Operating lease right-of-use |
||||||||
Goodwill |
||||||||
Long-term investments |
||||||||
Other non-current asset |
||||||||
|
|
|
|
|||||
Total assets |
|
|
||||||
|
|
|
|
As of March 31, |
||||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Short-term borrowings |
||||||||
Accounts payable |
||||||||
Amounts due to related parties, current |
||||||||
Salary and welfare payable |
||||||||
Accrued liabilities and other current liabilities |
||||||||
Contract liabilities |
||||||||
Operating lease liabilities, current |
||||||||
Intra-Group payables due to the Group’s entities |
||||||||
Deferred tax liabilities |
( |
) | ||||||
Operating lease liabilities, non-current |
||||||||
Long-term borrowings |
— | |||||||
Other debts, non-current |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
1. |
Organization and principal activities (continued) |
Year Ended March 31, |
||||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Net revenues: |
||||||||||||
Third-party revenues |
||||||||||||
Intra-Group revenues |
||||||||||||
|
|
|
|
|
|
|||||||
Total revenues |
||||||||||||
Cost of revenues: |
||||||||||||
Third-party cost of revenues |
( |
) | ( |
) | ( |
) | ||||||
Intra-Group cost of revenues |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Total cost of revenues |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Gross profit |
||||||||||||
Operating expenses: |
||||||||||||
Third-party operating expenses |
( |
) | ( |
) | ( |
) | ||||||
Intra-Group operating expenses |
— | ( |
) | — | ||||||||
|
|
|
|
|
|
|||||||
Total operating expenses |
( |
) | ( |
) | ( |
) | ||||||
Other income, net |
||||||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
Non-operating income /(expense) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Loss before income tax expenses |
( |
) | ( |
) | ( |
) | ||||||
Income tax benefits/(expenses) |
( |
) | ||||||||||
Share of results of equity investees |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Net loss |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from operating activities: |
||||||||||||
Net cash provided by transactions with external parties |
||||||||||||
Net cash used in transactions with the Group’s entities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net cash generated from operating activities |
||||||||||||
|
|
|
|
|
|
|||||||
Cash flows from investing activities: |
||||||||||||
Other investing activities |
( |
) | ( |
) | ( |
) | ||||||
Cash flows of loan funding provided to the Group’s entities, net of repayments received |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net cash used in investing activities |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Cash flows from financing activities: |
||||||||||||
Other financing activities |
( |
) | ( |
) | ||||||||
Cash flows of loan funding received from the Group’s entities, net of repayments made |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net cash generated from/ (used in) financing activities |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
2. |
Principal Accounting Policies |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
Useful years | ||
Warehouse equipment |
||
Furniture, computer and office equipment |
||
Vehicles |
||
Software |
||
Leasehold improvements |
2. |
Principal Accounting Policies (continued) |
Useful years | ||
Trademark |
||
Dealership |
||
License |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
2. |
Principal Accounting Policies (continued) |
3. |
Business combinations |
3. |
Business combinations (continued) |
As of June 30, 2021 |
||||
RMB |
||||
Total purchase price is comprised of: |
||||
- fair value of |
||||
- cash consideration |
||||
|
|
|||
Fair value of total consideration |
||||
|
|
|||
Cash and cash equivalents |
||||
Prepayments and other current assets |
||||
|
|
|||
Total assets |
||||
|
|
|||
Accrued liabilities and other current liabilities |
( |
) | ||
|
|
|||
Total liabilities |
( |
) | ||
|
|
|||
Net assets acquired |
||||
|
|
|||
Goodwill |
||||
Non-controlling interests |
( |
) | ||
|
|
|||
Total |
||||
|
|
4. |
Risks and Concentration |
4. |
Risks and Concentration (continued) |
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Royal Canin China Co., Ltd. |
% | % | % |
5. |
Cash and cash equivalents |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||||||||||
RMB |
RMB |
|||||||||||||||
Amount |
equivalent |
Amount |
equivalent |
|||||||||||||
RMB |
||||||||||||||||
Hong Kong dollars |
||||||||||||||||
US$ |
||||||||||||||||
EUR |
||||||||||||||||
NZD |
||||||||||||||||
|
|
|
|
|||||||||||||
Total |
||||||||||||||||
|
|
|
|
6. |
Accounts receivable, net |
As of March 31, |
As of March 31, |
|||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Accounts receivable - Product sales |
||||||||
Accounts receivable - Online marketing and information service and other service |
||||||||
Allowance of doubtful accounts |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
As of March 31, |
As of March 31, |
As of March 31, |
||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
At beginning of year |
||||||||||||
Addition/(reversal) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
At end of year |
||||||||||||
|
|
|
|
|
|
7. |
Inventories, net of inventory reserves |
As of March 31, |
As of March 31, |
|||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Products |
||||||||
Packaging materials and others |
||||||||
|
|
|
|
|||||
Total inventories, net of inventory reserves |
||||||||
|
|
|
|
As of March 31, |
As of March 31, |
As of March 31, |
||||||||||
2020 |
2021 |
2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
At beginning of year |
||||||||||||
Provision/(reversal) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
At end of year |
||||||||||||
|
|
|
|
|
|
8. |
Prepayments and other current assets |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Prepayments for purchases of products (a) |
||||||||
Vendor rebate receivables (b) |
||||||||
Value-added tax (“VAT”) deductible (c) |
||||||||
Loan receivables (d) |
||||||||
Sales return assets |
||||||||
Deposits |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
(a) |
Prepayments for purchases of products represent cash prepaid to the Company’s third-party brand partners for the procurement of products. |
(b) |
Vendor rebate receivables represent the rebates to be received by the Company from its suppliers after certain levels of purchases are achieved. |
(c) |
VAT recoverable represents the balances that the Company can utilize to deduct its value-added tax liabilities within the next 12 months. |
(d) |
The balance represents loan receivables due from certain third-party companies and individuals. From April 2020 to October 2021, the Company entered into several loan agreements with aggregate principal amount of RMB |
9. |
Property and equipment, net |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Cost: |
||||||||
Warehouse equipment |
||||||||
Furniture, computer and office equipment |
||||||||
Vehicles |
||||||||
Leasehold improvement |
||||||||
Software |
||||||||
|
|
|
|
|||||
Total cost |
||||||||
Less: Accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
|
|
|
|
10. |
Intangible assets, net |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Cost: |
||||||||
Trademark |
||||||||
License |
||||||||
Dealership |
||||||||
|
|
|
|
|||||
Total cost |
||||||||
Less: Accumulated amortization |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Intangible assets, net |
||||||||
|
|
|
|
As of March 31, |
||||||||||||||||||||
2023 |
2024 |
2025 |
2026 |
2027 |
||||||||||||||||
Amortization expenses |
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
11. |
Long-term investments |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Equity method investments |
||||||||
Available-for-sale |
||||||||
Equity securities with readily determinable fair values |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||
Unlisted debt securities |
||||||||||||||||
|
|
|
|
|
|
|
|
Cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||
Unlisted debt securities |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
11. |
Long-term investments (continued) |
Cost | Gross unrealized gains | Gross unrealized losses | Fair value | |||||||||||||
L isted company |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
12. |
Goodwill |
Total | ||||
RMB | ||||
Balance as of March 31, 2020 |
||||
Goodwill |
||||
Accumulated impairment loss |
||||
|
|
|||
|
|
|||
Balance as of March 31, 2021 |
||||
Goodwill |
||||
Accumulated impairment loss |
||||
|
|
|||
|
|
|||
Transaction during the year |
||||
Additions (Note 3) |
||||
|
|
|||
Balance as of March 31, 2022 |
||||
Goodwill |
||||
Accumulated impairment loss |
||||
|
|
|||
|
|
13. |
Other non-current Assets |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Deposits (a) |
||||||||
Long-term loan receivables (b) |
||||||||
|
|
|
|
|||||
|
|
|
|
(a) |
Deposits mainly consisted of rental deposits and deposit for online stores operated on third party platforms, which will be collected after one year. |
(b) |
From December 2019 to December 2021, the Company entered into interest free loan agreements with three third parties for total principal amounts of RMB |
14. |
Accrued liabilities and other current liabilities |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Logistics expenses payables |
||||||||
Advances from customers |
||||||||
Payable for investment (Note (11)) |
||||||||
Refund obligation of sales returns |
||||||||
Professional service fee accruals |
||||||||
Accrued advertising expenses |
||||||||
Others |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
15. |
Leases |
15. |
Leases (continued) |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Assets |
||||||||
Operating lease right-of-use |
||||||||
|
|
|
|
|||||
Liabilities |
||||||||
Operating lease liabilities, current |
||||||||
Operating lease liabilities, non-current |
||||||||
|
|
|
|
|||||
Total operating lease liabilitie s |
|
|
|
|
|
|
|
|
Weighted average remaining lease term (years) |
||||||||
Weighted average discount rate |
% | % |
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Operating lease right-of-use |
||||||||||||
|
|
|
|
|
|
|||||||
Operating lease related expenses |
||||||||||||
Amortization of right-of-use |
||||||||||||
Interest of lease liabilities |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Operating lease payments (included in measurement of lease liabilities) |
||||||||||||
|
|
|
|
|
|
Year ended March 31, 2022 |
||||
RMB |
||||
For the year ending March 31, |
||||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
2027 |
||||
|
|
|||
Total lease payments |
||||
Less: imputed interest |
( |
) | ||
|
|
|||
Total |
||||
|
|
16. |
Interest expense |
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Amortization charges on promissory notes |
||||||||||||
Interest expense on borrowings |
||||||||||||
Others |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
17. |
Other gains (losses), net |
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Gain from the re-measurement of the previously held equity interests to the fair value in the step acquisitions (Note 3) |
||||||||||||
Foreign exchange losses, net |
( |
) | ( |
) | ||||||||
Gain on disposal of other debts (Note 22) |
||||||||||||
Reimbursement from a depositary bank (a) |
||||||||||||
Investment loss (Note 11) |
( |
) | ||||||||||
Others |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(a) |
The Company received a reimbursement of US$ |
18. |
Income taxes |
18. |
Income taxes (continued) |
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Loss before income taxes |
( |
) | ( |
) | ( |
) | ||||||
Income tax computed at respective applicable tax rate s |
( |
) | ( |
) | ( |
) | ||||||
Effect of different tax jurisdiction |
||||||||||||
Super deduction for research and development expenses (a) |
( |
) | ( |
) | ( |
) | ||||||
Non-deductible expenses |
||||||||||||
Change in valuation allowance |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
(a) | According to the relevant laws and regulations promulgated by the State Administration of Tax of the PRC, from 2018 onwards, enterprises engaging in research and development activities are entitled to claim of qualified research and development expenses (the “Super Deduction”) can be directly claimed in the annual EIT filing. For the years end March 31, 2020, 2021 and 2022, the Super Deduction for research and development expenses available to the Company amounted to RMB |
18. |
Income taxes (continued) |
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Tax holiday effect |
( |
) | ||||||||||
Basic and diluted net loss per share effect |
( |
) | ||||||||||
|
|
|
|
|
|
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
PRC statutory income tax rates |
% | % | % | |||||||||
Tax holiday effec t |
|
|
( |
%) |
|
|
|
% |
|
|
|
% |
Difference in tax rates of subsidiaries outside PRC |
( |
%) | ( |
%) | ( |
%) | ||||||
Super deduction for research and development expenses |
% | % | % | |||||||||
Non-deductible expenses |
% | % | % | |||||||||
Change in valuation allowance |
( |
%) | ( |
%) | ( |
%) | ||||||
|
|
|
|
|
|
|||||||
Effective income tax rate |
% | % | % | |||||||||
|
|
|
|
|
|
Year ended March 31, 2020 |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Current income tax expense/(benefit) |
( |
) | ||||||||||
Deferred tax expense/(benefit) |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Income tax credit, net |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
18. |
Income taxes (continued) |
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Deferred tax assets: |
||||||||
Net accumulated loss-carry forward |
||||||||
Deferred deductible advertising expense |
||||||||
Allowance |
||||||||
Contract liabilities |
||||||||
Accruals |
||||||||
Less: Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
|
||||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Recognition of intangible assets arising from asset acquisition and business combination |
( |
) |
( |
) | ||||
Unrealized fair value change of the available-for-sale |
( |
) |
||||||
|
|
|
|
|||||
Net deferred tax liabilities |
( |
) |
( |
) | ||||
|
|
|
|
As of March 31, 2021 |
As of March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
Beginning balance |
||||||||
Change of valuation allowance |
||||||||
|
|
|
|
|||||
Ending balance |
||||||||
|
|
|
|
19. |
Ordinary Share |
20. |
Convertible redeemable preferred shares |
20. |
Convertible redeemable preferred shares (continued) |
• | The investor shall exercise the CMB Warrant at an exercise price of US$6.86 per share for 6,734,459 Series C+ Preferred Shares. |
• | Guangcheng shall repay the CMB Investment to the investor two years after this agreement is signed. |
• | The investor shall pay the exercise price of the CMB Warrant to the Company immediately after receiving the repayment of the CMB Investment from Guangcheng. |
20. |
Convertible redeemable preferred shares (continued) |
20. |
Convertible redeemable preferred shares (continued) |
20. |
Convertible redeemable preferred shares (continued) |
(1) | Holders of the Series E Preferred Shares shall be entitled to receive a per share amount equal to |
(2) | Holders of Series D-3 Preferred Shares shall be entitled to receive a per share amount equal to D-3 Preferred Shares, plus all declared but unpaid dividends. |
(3) | Holders of Series D-2 Preferred Shares shall be entitled to receive a per share amount equal to D-2 Preferred Shares, plus all declared but unpaid dividends. |
(4) | Holders of the Series D-1 Preferred Shares shall be entitled to receive a per share amount equal to D-1 Preferred Shares, plus all declared but unpaid dividends. |
(5) | Holders of the Series D Preferred Shares shall be entitled to receive a per share amount equal to |
(6) | Holders of the Series C+ Preferred Shares shall be entitled to receive a per share amount equal to |
(7) | Holders of the Series C Preferred Shares shall be entitled to receive a per share amount equal to |
(8) | Holders of the Series B Preferred Shares shall be entitled to receive a per share amount equal to |
(9) | Holders of the Series A Preferred Shares shall be entitled to receive a per share amount equal to |
20. |
Convertible redeemable preferred shares (continued) |
• | Series A and B Preferred Shares – the higher of (1) the sum of |
• | All other series of the Preferred Shares – the higher of (1) the sum of issue price, interest calculated at |
20. |
Convertible redeemable preferred shares (continued) |
Series A Preferred Shares |
Series B Preferred Shares |
Series C Preferred Shares |
Series C+ Preferred Shares |
Series D Preferred Shares |
Series D-1 PreferredShares |
Series D-2 PreferredShares |
Series E Preferred Shares |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
Number of shares |
Amount (RMB) |
|||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2019 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance (Note a) |
— | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion on the Preferred Shares to redemption value |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend to preferred shareholders (Note b) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balances as of March 31, 2020 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance (Note a) |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accretion on the Preferred Shares to redemption value |
— | ( |
) | — | ( |
) | — | ( |
) | — | — | ( |
) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Deemed dividend to preferred shareholders (Note b) |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||
Conversion of convertible redeemable preferred shares upon completion of the IPO |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||
Balances as of March 31, 2021 |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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21. |
Redeemable non-controlling interests |
22. |
Borrowings, other debts and derivative liabilities |
As of March 31, |
As of March 31, |
|||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Bank borrowings |
||||||||
Current portion of long-term bank borrowings |
— | |||||||
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|
|||||
Total |
||||||||
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As of March 31, |
As of March 31, |
|||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Bank borrowings |
||||||||
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|
|||||
Total |
||||||||
|
|
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|
22. |
Borrowings, other debts and derivative liabilities (continued) |
Year ended March 31, 2021 |
Year ended March 31, 2022 |
|||||||
RMB |
RMB |
|||||||
For the year ending March 31, |
||||||||
- Within 1 year |
||||||||
- Between 1 and 2 years |
||||||||
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|||||
Total |
||||||||
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As of March 31, |
As of March 31, |
|||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Loan for Series C+ Warrant (Note 20) |
||||||||
Loan from Chong Li (a) (b) |
||||||||
Loan for Yoken Series A-1 Warrant (g) |
||||||||
Payable for investment (Note 11) |
— | |||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
22. |
Borrowings, other debts and derivative liabilities (continued) |
• | Series D-1 Warrant, Loan for Series D-1 Warrant, Series D-2 Warrant and Loan for Series D-2 Warrant were terminated entirely. |
• | The investor of Loan for Series D-1 Warrant and Loan for Series D-2 Warrant transferred all its creditor’s rights to Chong Li, who separately signed a loan agreement with Guangcheng for the transferred creditor’s rights (“Loan from Chong Li”). Loan from Chong Li is interest-free with a principal amount of RMBD-1 Warrant of RMB66.5 million and Loan for Series D-1 Warrant of RMB61.96 million). The term is |
• | The Company entered into share purchase agreements with Superb Origin, pursuant to which D-1 Preferred Shares and D-2 Preferred Shares were issued to Superb Origin for an aggregate consideration of US$ |
22. |
Borrowings, other debts and derivative liabilities (continued) |
22. |
Borrowings, other debts and derivative liabilities (continued) |
22. |
Borrowings, other debts and derivative liabilities (continued) |
As of March 31, |
As of March 31, |
|||||||
2021 |
2022 |
|||||||
RMB |
RMB |
|||||||
Conversion feature of Yoken Series A-1 Warrant (a) |
||||||||
Series E Warrant (b) |
— |
|||||||
Forward exchange contracts (c) |
— |
|||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
22. |
Borrowings, other debts and derivative liabilities (continued) |
23. |
Receivable for issuance of ordinary shares |
24. |
Share-based compensation |
24. |
Share-based compensation (continued) |
Number of shares |
Weighted average exercise price |
Weighted average remaining contractual term |
Aggregate intrinsic value |
Weighted average fair value |
||||||||||||||||
US$ |
US$ |
US$ |
||||||||||||||||||
Outstanding as of March 31, 2020 |
||||||||||||||||||||
Exercisable as of March 31, 2020 |
— | — | ||||||||||||||||||
Granted |
||||||||||||||||||||
Forfeited |
( |
) | ||||||||||||||||||
Outstanding as of March 31, 2021 |
||||||||||||||||||||
Exercisable as of March 31, 2021 |
— | — | ||||||||||||||||||
Granted |
||||||||||||||||||||
Exercised |
( |
) | ||||||||||||||||||
Forfeited |
( |
) | ||||||||||||||||||
Outstanding as of March 31, 2022 |
||||||||||||||||||||
Exercisable as of March 31, 2022 |
— | — |
Year ended March 31, 2021 |
Year ended March 31, 2022 | |||
Expected volatility |
||||
Risk-free interest rate |
||||
Exercise multiple |
||||
Expected dividend yield |
||||
Contractual term (in years) |
2 4 . |
Share-based compensation (continued) |
2 5 . |
Employee benefits |
2 6 . |
Fair value measurements |
Fair value measurement at reporting date using | ||||||||||||||||
Description |
Fair value as of March 31, 2021 |
Quoted price in active markets for identical assets (Level 1) |
Significant other observable Inputs (Level 2) |
Significant unobservable Inputs (Level 3) |
||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Assets: |
||||||||||||||||
Short-term investments |
— | — | ||||||||||||||
Available-for-sale |
— | — | ||||||||||||||
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|||||||||
Total assets |
— | |||||||||||||||
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|||||||||
Liabilities: |
||||||||||||||||
Derivative liabilities |
— | |||||||||||||||
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|
2 6 . |
Fair value measurements (continued) |
Fair value measurement at reporting date using | ||||||||||||||||
Description |
Fair value as of March 31, 2022 |
Quoted price in active markets for identical assets (Level 1) |
Significant other observable Inputs (Level 2) |
Significant unobservable Inputs (Level 3) |
||||||||||||
RMB | RMB | RMB | RMB | |||||||||||||
Assets: |
||||||||||||||||
Short-term investments |
— | — | ||||||||||||||
Available-for-sale |
— | — | ||||||||||||||
Equity securities with readily determinable fair values |
— | — | ||||||||||||||
|
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|
|||||||||
Total assets |
||||||||||||||||
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|
|||||||||
Liabilities: |
||||||||||||||||
Derivative liabilities |
— | |||||||||||||||
|
|
|
|
|
|
|
|
Derivative liabilities | Available-for-sale debt investments |
|||||||
Fair value of Level 3 investments as at March 31, 2019 |
||||||||
New addition |
||||||||
Conversion of Series D-1 Notes (Note 20) |
( |
) | — | |||||
Conversion of Series D-2 Notes (Note 20) |
( |
) | — | |||||
Unrealized fair value change of the derivative liabilities |
( |
) | — | |||||
Unrealized fair value change of the available-for-sale |
— | |||||||
|
|
|
|
|||||
Fair value of Level 3 investments as at March 31, 2020 |
||||||||
|
|
|
|
|||||
New addition |
||||||||
Disposal of Series D-3 Notes (Note 20) |
( |
) | — | |||||
Unrealized fair value change of the derivative liabilities |
( |
) | — | |||||
Unrealized fair value change of the available-for-sale |
— | |||||||
|
|
|
|
|||||
Fair value of Level 3 investments as at March 31, 2021 |
||||||||
|
|
|
|
|||||
New addition |
||||||||
Reclassification of forward exchange contracts |
— | |||||||
Unrealized fair value change of the derivative liabilities |
( |
) | — | |||||
Unrealized fair value change of the available-for-sale |
— | ( |
) | |||||
|
|
|
|
|||||
Fair value of Level 3 investments as at March 31, 2022 |
||||||||
|
|
|
|
As of March 31, 2021 |
As of March 31, 2022 | |||
Weighted average cost of capital |
||||
Lack of marketability discount |
||||
Risk-free rate |
, ,, ,, , | |||
Expected volatility |
||||
Probability |
Liquidation scenario: Redemption scenario: IPO scenario: |
Liquidation scenario: Redemption scenario: IPO scenario: |
2 6 . |
Fair value measurements (continued) |
As of March 31, 2021 |
As of March 31, 2022 | |||
Spot price (US$) |
||||
Risk-free rate |
||||
Expected volatility |
||||
Expected expiry years (in years) |
2 7 . |
Net loss per share |
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Numerator: |
||||||||||||
Net loss attributable to Boqii Holding Limited |
( |
) | ( |
) | ( |
) | ||||||
Accretion on the Preferred Shares to redemption value (Note 20) |
( |
) | ||||||||||
Accretion on the Redeemable non-controlling interests to redemption value (Note 21) |
( |
) | ( |
) | ||||||||
Deemed dividend to preferred shareholders |
( |
) | ( |
) | ||||||||
Net loss attributable to ordinary shareholders |
( |
) | ( |
) | ( |
) | ||||||
Denominator: |
||||||||||||
Weighted average number of ordinary shares used in computing net loss per share, Basic and diluted (Note (a)) |
||||||||||||
Net loss per share attributable to ordinary shareholders: |
||||||||||||
Basic and diluted |
( |
) | ( |
) | ( |
) | ||||||
2 7 . |
Net loss per share (continued) |
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Preferred Shares - weighted average |
||||||||||||
Share options - weighted average |
2 8 . |
Related party transactions |
Name of related parties |
Relationship with the Company | |
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Sales of goods |
||||||||||||
Beijing Petdog |
||||||||||||
28. |
Related party transactions (continued) |
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Online marketing and information services |
||||||||||||
Beijing Petdog |
||||||||||||
Weishi Network |
||||||||||||
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Purchase of merchandise |
||||||||||||
Nanjing Xingmu |
||||||||||||
Weishi Network |
||||||||||||
Nanjing Animal Pharmaceutical |
||||||||||||
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Loans granted to related parties |
||||||||||||
Shanghai Guangcheng Information (a) |
||||||||||||
Wuhan Chunzhijin (b) |
||||||||||||
Yingzhi (Lisa) Tang |
||||||||||||
Lijun Zhou |
||||||||||||
Yan Jiang |
||||||||||||
Nanjing Animal Pharmaceutical (c) |
||||||||||||
Ying (Christina) Zhang |
||||||||||||
Di (Jackie) Chen |
||||||||||||
Fei Wang |
||||||||||||
(a) | In April 2021, the Company granted Shanghai Guangcheng Information a short-term loan with a total principal amount of RMBmillion (equivalent to USD The loan was fully repaid by March 31, 2022. |
(b) | From April 2020 to January 2021, the Company provided interest free loans to Wuhan Chunzhijin with an aggregate amount of RMBmillion, which will be repaid on demand. |
(c) | In December 2019, Nanjing Xingmu, one of the Company’ subsidiaries, entered into a twelve-month interest free loan agreement with Nanjing Agricultural Pharmaceutical for a principal amount of RMBThe loan was repaid in June 2021. |
28. |
Related party transactions (continued) |
Year Ended March 31, 2020 |
Year Ended March 31, 2021 |
Year Ended March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Staff advances |
||||||||||||
Yingzhi (Lisa) Tang |
||||||||||||
Di (Jackie) Chen |
||||||||||||
Advances provided to related parties |
||||||||||||
Nanjing Animal Pharmaceutical |
||||||||||||
Wuhan Chunzhijin |
||||||||||||
Loans granted from related parties |
||||||||||||
Shanghai Guangcheng Information (a) |
||||||||||||
Yingzhi (Lisa) Tang (b) |
||||||||||||
Di (Jackie) Chen (c) |
||||||||||||
Yan Jiang (d) |
||||||||||||
(a) | In April 2021, the Company obtained a total loan facility up to USD million from Shanghai Guangcheng Information. During the year ended March 31, 2022, the Company drew down a total amount of USDfrom the loan facility, with interest bearing at |
(b) | In September 2019, the Company obtained a two-year loan of RMB |
(c) | In October 2019, Di (Jackie) Chen advanced RMB |
(d) | In September 2019, the Company obtained a two-year loan of RMB |
2 8 . |
Related party transactions (continued) |
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Trade receivables from related parties |
||||||||||||
Beijing Petdog |
||||||||||||
|
|
|
|
|
|
|||||||
Prepayments to related parties |
||||||||||||
Nanjing Animal Pharmaceutical |
||||||||||||
Weishi Network |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Other receivables from related parties |
||||||||||||
Wuhan Chunzhijin |
||||||||||||
|
|
|
|
|
|
|||||||
Loans to related parties |
||||||||||||
Nanjing Animal Pharmaceutical |
||||||||||||
Yingzhi (Lisa) Tang |
||||||||||||
Yan Jiang |
||||||||||||
Di (Jackie) Chen (a) |
||||||||||||
Ying (Christina) Zhang |
||||||||||||
Fei Wang (b) |
||||||||||||
Lijun Zhou |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(a) | In December 2019, the Company entered into a twelve-month interest free loan agreement with, Di (Jackie) Chen, for a principal amount of RMB million. In December 2020, the loan contract was renewed to June 2023 and was recorded as other non-current assets as of March 31, 2022. |
(b) | In January 2021, the Company entered into a one-year loan agreement with Fei Wang, for a principal amount of RMB l oan was pledged by |
28. |
Related party transactions (continued) |
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Trade payables to related parties |
||||||||||||
Nanjing Animal Pharmaceutical |
||||||||||||
|
|
|
|
|
|
As of March 31, 2020 |
As of March 31, 2021 |
As of March 31, 2022 |
||||||||||
RMB |
RMB |
RMB |
||||||||||
Advances from related parties |
||||||||||||
Beijing Petdog |
||||||||||||
|
|
|
|
|
|
|||||||
Long-term loan from related parties |
||||||||||||
Yingzhi (Lisa) Tang (a) |
||||||||||||
Yan Jiang (b) |
||||||||||||
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
(a) | In July 2018, the Company entered into a forty-month loan agreement with Yingzhi (Lisa) Tang, for a principal amount of US$ |
(b) | The balance as of December 31, 2019 represented a two-year loan of RMB |
29. |
Commitments and contingencies |
(a) |
Capital commitments |
(b) |
Contingencies |
30. |
Subsequent events |
31. |
Restricted net assets |
Exhibit 2.4
Description of rights of each class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act)
American Depositary Shares (ADSs) each representing 4.5 Class A ordinary share of Boqii Holding Limited (we, our, our company, or us) are listed and traded on the New York Stock Exchange (NYSE) and, in connection therewith, the Class A ordinary shares are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). This exhibit contains a description of the rights of (i) the holders of Class A ordinary shares and (ii) the holders of the ADSs. Class A ordinary shares underlying the ADSs are held by The Bank of New York Mellon, as depositary, and holders of ADSs will not be treated as holders of Class A ordinary shares.
Description of Class A Ordinary Shares
The following is a summary of material provisions of our currently effective twelfth amended and restated memorandum and articles of association (the Memorandum and Articles of Association), as well as the Companies Act (As Revised) of the Cayman Islands (the Companies Act) insofar as they relate to the material terms of the Class A ordinary shares. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire Memorandum and Articles of Association, which has been initially filed with the Securities and Exchange Commission (the SEC) as an exhibit to our Registration Statement on Form F-1 (File No. 333-248641), as amended, on September 8, 2020.
Type and Class of Securities (Item 9.A.5 of Form 20-F)
Each Class A ordinary share has US$0.001 par value. The number of Class A ordinary shares that have been issued as of the last day of the financial year ended March 31, 2020 is provided on the cover of our annual report on Form 20-F filed on July 22, 2021. Our Class A ordinary shares may be held in either certificated or uncertificated form.
Preemptive Rights (Item 9.A.3 of Form 20-F)
Our shareholders do not have preemptive rights.
Limitations or Qualifications (Item 9.A.6 of Form 20-F)
We have adopted a dual-class share structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares. In respect of matters requiring the votes of shareholders, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes. Holders of Class A ordinary shares and Class B ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by the members. Due to the super voting power of Class B ordinary shareholder, the voting power of the Class A ordinary shares may be materially limited. See also Requirements to Change the Rights of Holders of Class A Ordinary Shares (Item 10.B.4 of Form 20-F) Variations of Rights of Shares.
Rights of Other Types of Securities (Item 9.A.7 of Form 20-F)
Not applicable.
Rights of Class A Ordinary Shares (Item 10.B.3 of Form 20-F)
General
Holders of ordinary shares will have the same rights except for voting and conversion rights. Our ordinary shares are issued in registered form and are issued when registered in our register of members (shareholders). We may not issue share to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.
Dividends
The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to our Memorandum and Articles of Association and the Companies Act. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Our Memorandum and Articles of Association provide that dividends may be declared and paid out of our profits, realized or unrealized, or out of the share premium account or as otherwise permitted by the Statute, provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Classes of Ordinary Shares
Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights.
Conversion
Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, transfer, assignment or disposition of any Class B ordinary shares by a holder thereof to any person who is not a founder or an affiliate of a founder, or upon a change of beneficial ownership of any Class B ordinary shares as a result of which any person who is not a founder or an affiliate of a founder becomes a beneficial owner of such Class B ordinary shares, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share.
Voting Rights
Holders of Class A ordinary shares and Class B ordinary shares shall, at all times, vote together as one class on all matters submitted to a vote by the members. Each Class A ordinary share shall be entitled to one vote on all matters subject to vote at general and special meetings of our company and each Class B ordinary share shall be entitled to 20 votes on all matters subject to vote at general and special meetings of our company.
A quorum required for a meeting of shareholders consists of one or more shareholders holding a majority of all votes attaching to the issued and outstanding shares entitled to vote at general meetings, which shall include Merchant Tycoon Limited and any other entity that holds shares on behalf of and is jointly controlled by our Founders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. As an exempted company incorporated in the Cayman Islands, we are not obliged by the Companies Act to call shareholders annual general meetings. Our Memorandum and Articles of Association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we will specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by our board of directors. We, however, will hold an annual shareholders meeting during each fiscal year, as required by the Listing Rules at the NYSE. Each general meeting, other than an annual general meeting, shall be an extraordinary general meeting. Shareholders annual general meetings and any other general meetings of our shareholders may be called by a majority of our board of directors or our chairman or upon a requisition of any one or more of our shareholders who together hold shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our Memorandum and Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders. Advance notice of at least thirty (30) calendar days is required for the convening of our annual general meeting and other general meetings unless such notice is waived in accordance with our articles of association.
2
An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution also requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. A special resolution will be required for important matters such as a change of name or making changes to our Memorandum and Articles of Association.
Transfer of Ordinary Shares
Subject to the restrictions in our Memorandum and Articles of Association as set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.
Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:
| the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; |
| the instrument of transfer is in respect of only one class of shares; |
| the instrument of transfer is properly stamped, if required; |
| in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and |
| a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof. |
If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.
The registration of transfers may, after compliance with any notice required of the NYSE, be suspended and the register closed at such times and for such periods as our board of directors may, in their absolute discretion, from time to time determine, provided always that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
Liquidation
On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid up share capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them. Any distribution of assets or capital to a holder of ordinary share will be the same in any liquidation event.
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Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 calendar days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares
We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by or by an ordinary resolution of our shareholders. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our Memorandum and Articles of Association. Under the Companies Act, the redemption or repurchase of any share may be paid out of our companys profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if we have has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.
Requirements to Change the Rights of Holders of Class A Ordinary Shares (Item 10.B.4 of Form 20-F)
Variations of Rights of Shares
If at any time our share capital is divided into different classes or series of shares (and as otherwise determined by the directors), the rights attached to any class or series of shares may, subject to any rights or restrictions for the time being attached to any class or series of shares, only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued shares of that class or series or with the sanction of a special resolution at a separate meeting of the holders of the shares of the class or series by two-thirds of the votes cast at such a meeting. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.
Limitations on the Rights to Own Class A Ordinary Shares (Item 10.B.6 of Form 20-F)
There are no limitations under the laws of the Cayman Islands or under the Memorandum and Articles of Association that limit the right of non-resident or foreign owners to hold or vote Class A ordinary shares.
Provisions Affecting Any Change of Control (Item 10.B.7 of Form 20-F)
Anti-Takeover Provisions
Some provisions of our Memorandum and Articles of Association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders.
Ownership Threshold (Item 10.B.8 of Form 20-F)
There are no provisions under the Memorandum and Articles of Association that require our company to disclose shareholder ownership above any particular ownership threshold.
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Differences between the Law of Different Jurisdictions (Item 10.B.9 of Form 20-F)
The Companies Act is derived, to a large extent, from the older Companies Acts of England, but does not follow many recent English law statutory enactments. In addition, the Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in the State of Delaware.
Mergers and Similar Arrangements
The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) merger means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a consolidation means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent companys articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a declaration as to the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a company is a parent of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of his shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provide the dissenting shareholder complies strictly with the procedures set out in the Companies Act. The exercise of dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.
Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
| the statutory provisions as to the required majority vote have been met; |
| the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; |
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| the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and |
| the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act. |
The Companies Act also contains a statutory power of compulsory acquisition which may facilitate the squeeze out of a dissenting minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90.0% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.
If an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.
Shareholders Suits
In principle, we will normally be the proper plaintiff to sue for a wrong done to us as a company, and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against or derivative actions in the name of the company to challenge actions where:
| a company acts or proposes to act illegally or ultra vires; |
| the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| those who control the company are perpetrating a fraud on the minority. |
Indemnification of Directors and Executive Officers and Limitation of Liability
Cayman Islands law does not limit the extent to which a companys memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our Memorandum and Articles of Association provides that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such persons dishonesty, willful default or fraud, in or about the conduct of our companys business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
In addition, we have entered into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in our Memorandum and Articles of Association.
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Directors Fiduciary Duties
Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes the following duties to the companya duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so), a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party, and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.
Controlling Shareholders Fiduciary Duties
Under Delaware law, controlling shareholders owe fiduciary duties to the companies they control and their minority shareholders. As a matter of Cayman Islands law and in contrast to the position under Delaware law, controlling shareholders of Cayman Islands companies do not owe any such fiduciary duties to the companies they control or to the minority shareholders of such companies under Cayman Islands law. Controlling shareholders of Cayman Islands companies may exercise their powers as shareholders, including the exercise of voting rights in respect of their shares, in such manner as they think fit, subject only to very limited equitable constraints, including that the exercise of voting rights to amend the memorandum or articles of association of a Cayman Islands company must be exercised bona fide for the benefit of the company as a whole.
Shareholder Action by Written Consent
Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. The Companies Act and our Memorandum and Articles of Association provide that our shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.
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Shareholder Proposals
Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.
The Companies Act provide shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a companys articles of association. Our Memorandum and Articles of Association allow our shareholders holding in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders meeting, our Memorandum and Articles of Association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings not called by such shareholders. As an exempted Cayman Islands company, we may, but are not obliged by law to call shareholders annual general meetings.
Cumulative Voting
Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporations certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholders voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our Memorandum and Articles of Association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.
Removal of Directors
Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles of Association, directors may be removed with or without cause, by an ordinary resolution of our shareholders. A director shall hold office until the expiration of his or her term or his or her successor shall have been elected and qualified, or until his or her office is otherwise vacated. In addition, a directors office shall be vacated if the director (i) becomes bankrupt or makes any arrangement or composition with his creditors generally; (ii) is found to be or becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law or NYSE rules from being a director; or (vi) is removed from office pursuant to any other provisions of our Memorandum and Articles of Association.
Transactions with Interested Shareholders
The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an interested shareholder for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the targets outstanding voting share within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the targets board of directors.
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Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, the directors of our Company are required to comply with fiduciary duties which they owe to our Company under Cayman Islands laws, including the duty to ensure that, in their opinion, any such transactions must be entered into bona fide in the best interests of the Company, and are entered into for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.
Dissolution; Winding up
Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporations outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.
Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Act and our Memorandum and Articles of Association, our company may be dissolved, liquidated or wound up by a special resolution of our shareholders.
Variation of Rights of Shares
Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our Memorandum and Articles of Association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the written consent of the holders representing not less than two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.
Amendment of Governing Documents
Under the Delaware General Corporation Law, a corporations governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Companies Act and our Memorandum and Articles of Association, our memorandum and articles of association may only be amended by a special resolution of our shareholders.
Rights of Non-resident or Foreign Shareholders
There are no limitations imposed by our Memorandum and Articles of Association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our Memorandum and Articles of Association that require our Company to disclose shareholder ownership above particular ownership threshold.
Changes in Capital (Item 10.B.10 of Form 20-F)
The requirements of the Memorandum and Articles of Association regarding changes in capital are not more stringent than the requirements of Cayman Islands law.
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Debt Securities (Item 12.A of Form 20-F)
Not applicable.
Warrants and Rights (Item 12.B of Form 20-F)
Not applicable.
Other Securities (Item 12.C of Form 20-F)
Not applicable.
Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)
The Bank of New York Mellon, as depositary, issues and delivers American Depositary Shares, also referred to as ADSs. Each ADS represents one Class A ordinary share (or a right to receive one Class A ordinary share) deposited with The Hongkong and Shanghai Banking Corporation Limited, as custodian for the depositary in Hong Kong. Each ADS also represents any other securities, cash or other property which may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositarys office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents, see Where You Can Find Additional Information. The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. The deposit agreement has been filed with the SEC as an exhibit to a Registration Statement on Form F-6 (File No. 333-248968) for our company on September 22, 2020. The form of ADR has been initially filed with the SEC as an exhibit to our Registration Statement on Form F-1 (File No. 333-248641), as amended, on September 8, 2020.
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Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.
Cash
The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See Taxation. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.
Shares
The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.
Rights to purchase additional shares
If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
Other Distributions
The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
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The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
How can ADS holders withdraw the deposited securities?
You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the Cayman Islands and the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
Except by instructing the depositary as described above, you wont be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
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We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if your shares are not voted as you requested.
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.
Tender and Exchange Offers; Redemption, Replacement or Cancelation of Deposited Securities
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do so by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.
If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are canceled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
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How may the deposit agreement be terminated?
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if
| 60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment; |
| we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market; |
| we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States; |
| the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933; |
| we appear to be insolvent or enter insolvency proceedings; |
| all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities; |
| there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or |
| there has been a replacement of deposited securities. |
If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:
| are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs; |
| are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement; |
| are not liable if we or it exercises discretion permitted under the deposit agreement; |
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| are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement; |
| have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person; |
| may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person; |
| are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and |
| the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. |
In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
| payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities; |
| satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and |
| compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents. |
The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.
Your Right to Receive the Shares Underlying your ADSs
ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:
| when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a shareholders meeting; or (iii) we are paying a dividend on our shares; |
| when you owe money to pay fees, taxes and similar charges; or |
| when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities. |
This right of withdrawal may not be limited by any other provision of the deposit agreement.
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Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositarys reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
Shareholder communications; inspection of register of holders of ADSs
The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
Jury Trial Waiver
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.
You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositarys compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.
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Exhibit 4.19
Equity Pledge Agreement
This Equity Pledge Agreement (hereinafter referred to as the Agreement) was executed by and among the following parties on June 2021:
1. | Certain shareholders of Suzhou Taicheng Supply Chain Co., Ltd. (hereinafter referred to as the Pledgors) |
Suzhou Xiecheng Trade Co., Ltd.
Registered address: 1503e, Tianxi building, No. 161, Sanxiang Road, Suzhou
2. | Xincheng (Shanghai) Information Technology Co., Ltd. (hereinafter referred to as the Pledgee) |
Registered address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
3. | Suzhou Taicheng Supply Chain Co., Ltd. (hereinafter referred to as the Company) |
Registered address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
(In the Agreement, the aforesaid respective parties are individually referred to as a Party and collectively as the Parties.)
Whereas:
(1) | The Pledgors are registered shareholders of the Company and collectively hold 100% equity in the Company. For details of the shareholding structure of the Company, please refer to Annex I. |
(2) | According to the Exclusive Call Option Agreement (including the agreement and any amendment thereto or restatement thereof, hereinafter referred to as the Call Option Agreement) executed by the Parties to the Agreement on the date hereof, the Pledgors shall, where permitted by PRC Law and as required by the Pledgee, transfer all or part of their equity held in the Company to the Pledgee and/or any other entities or individuals designated by it. |
(3) | According to the Loan Agreement (including the agreement and any amendment thereto or restatement thereof, hereinafter referred to as the Loan Agreement) executed by the Pledgors and the Pledgee on the date hereof, the Pledgee agrees to provide loans to the Pledgors in accordance with the terms and conditions of the Loan Agreement. |
(4) | Pursuant to the Shareholders Voting Rights Proxy Agreement (including the agreement and any amendment thereto or restatement thereof, hereinafter referred to as the Voting Rights Proxy Agreement) executed by the Parties to the Agreement on the date hereof, the Pledgors have irrevocably and fully authorized the person appointed by the Pledgee to exercise on their behalf all of their shareholders voting rights in the Company. |
(5) | According to the Exclusive Technical Consulting and Service Agreement (including the agreement and any amendment thereto or restatement thereof, hereinafter referred to as the Consulting and Service Agreement) executed between the Company and the Pledgee on the date hereof, the Company has exclusively engaged the Pledgee to provide relevant technical support and consultation services for it and agreed to pay corresponding service fees to the Pledgee for such services. |
(6) | According to the Intellectual Property License Agreement (including the agreement and any amendment thereto or restatement thereof, hereinafter referred to as the Intellectual Property License Agreement) executed between the Company and the Pledgee on the date hereof, the Pledgee has granted the Company (including the Pledgee) an exclusive licence to use the intellectual property rights of the Pledgee, and the Company shall pay the Pledgee the corresponding licensing fees for such license. |
(7) | As security for performance of the Contract Obligations (as defined below) and repayment of the Guaranteed Liabilities (as defined below) by the Pledgors and the Company, the Pledgors agree to pledge all of their equity of the Company to the Pledgee and grant the Pledgee the right of payment on first priority. |
Therefore, the Parties, upon negotiation, arrive at the following agreement:
Article 1 Definitions
1.1 Save as otherwise interpreted pursuant to the context, the following terms shall have the following meanings in the Agreement:
Contract Obligations: | shall mean all contract obligations of the Pledgors and/or the Company under Loan Agreement, Consultation and Service Agreement, Intellectual Property License Agreement, Call Option Agreement and Voting Rights Proxy Agreement and the Agreement (and any amendment thereto or restatement thereof). | |
Guaranteed Liabilities: | shall include all service fees and interest that the Pledgee shall receive under the Transaction Agreements (as defined below) and loan repayment and interest payment by the Pledgors to the Pledgee; all direct and indirect losses of foreseeable profits suffered due to any Event of Default(as defined below) of the Pledgors and/or the Company; all expenses incurred to the Pledgee for forcing the Pledgors and/or the Company to perform their Contract Obligations, as well as general expenses for the exercise of the pledge (including but not limited to attorney fees, arbitration fees, assessment and auction fees for the pledged equity). |
Transaction Agreements: | shall mean the Loan Agreement, Call Option Agreement, Voting Rights Proxy Agreement, Consulting and Service Agreement and Intellectual Property License Agreement. | |
Event of Default: |
shall mean the Pledgors and/or the Companys violation of any Contract Obligations under the Loan Agreement, Call Option Agreement, Voting Rights Proxy Agreement, Consulting and Service Agreement, Intellectual Property License Agreement, and/or the Agreement (and any amendment thereto or restatement thereof). | |
Pledged Equity: |
shall mean all of the equity of the Company that is legally owned by the Pledgors at the time when the Agreement takes effect and will be pledged to the Pledgee according to the provisions of the Agreement as security for the performance of Contract Obligations by the Pledgors (see Annex I for the specific pledged equity of the Pledgors), and the increased capital contribution/equity and share dividend as described in Articles 2.6 and 2.7 hereof. | |
Pledge: | shall mean the right entitled to the Pledgee to be repaid in priority with proceeds from discounts, auctions or realization of the equity pledged by the Pledgor to the Pledgee. | |
PRC Law: | shall mean the then-effective laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the Peoples Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan for the purpose of the Agreement). |
1.2 | The references to any PRC Law herein shall be deemed (1) simultaneously to include the references to the amendments, changes, supplements and re-enactment of such PRC Law, irrespective of whether they take effect before or after the execution of the Agreement, and (2) simultaneously to include the references to other decisions, notices and regulations enacted in accordance therewith or effective as a result thereof. |
1.3 | Except as otherwise stated in the context herein, all references to an article, clause, item or paragraph herein shall refer to the corresponding part of the Agreement. |
Article 2 Equity Pledge
2.1 | The Pledgors agree to pledge all equity legally owned by them and at their disposal to the Pledgee as security for performance of the Contract Obligations and payment of the Guaranteed Liabilities by the Pledgors according to the Agreement. |
2.2 | The Pledgors shall, register the equity pledge hereunder with the administration for industry and commerce with jurisdiction over the Company within ten working days after the execution of the Agreement or on other dates agreed by the Parties. The pledge rights hereunder shall be established upon registration of the pledge with the administration for industry and commerce. |
2.3 | The Company shall, and the Pledgors shall cause the Company to record the Pledge of the Pledged Equity as specified in the Agreement on the share register, and agree to submit the only share register to the Pledgee for safekeeping. In addition, the Company shall not set up any other share register. |
2.4 | During the valid term of the Agreement, except for the willful misconduct or gross negligence of the Pledgee which has direct causation with the reduction in value of the Pledged Equity, the Pledgee shall not be liable in any way, nor shall the Pledgors have any right to claim in any way or propose any demands on the Pledgee, in respect of the said reduction in value of the Pledged Equity. |
2.5 | In case of any Event of Default, the Pledgee shall have the right to dispose of the Pledged Equity in the way set out in Article 4 hereof. |
2.6 | With the prior consent of the Pledgee, the Pledgors may increase their capital contribution to the Company, transfer or accept the transfer of any equity of the Company. |
2.7 | With the prior consent of the Pledgee, the Pledgors may be able to receive dividends, share profits or receive other profit distributions from the Pledged Equity. The Pledgors agree that during the existence of the Equity Pledge, the Pledgee shall have the right to receive any dividends or share profits from the Pledged Equity. The Company shall pay the partial amount to the bank account designated by the Pledgee. |
2.8 | The additional equity acquired by the Pledgors under Article 2.6 or 2.7, that is, further capital contribution made by the Pledgors to the registered capital of the Company due to capital increase to the Company, acceptance of equity transfer, or distribution of dividends by the Company or any other reason, shall also be part of the Pledged Equity. The Company shall, and the Pledgors shall cause the Company to record change to the Equity Pledge on the Companys share register on the date of change to the Pledged Equity (including but not limited to capital increase), and complete the registration of change to the Equity Pledge with the administration for industry and commerce within 15 days after the change. |
2.9 | To the extent not violating provision of Article 2.4 above, in case of any possibility of obvious reduction in value of the Pledged Equity which is sufficient to jeopardize the Pledgees rights, the Pledgee may at any time auction or realize the Pledged Equity on behalf of the Pledgors, and discuss with the Pledgors to use the proceeds from such auction or realization as early repayment of the Guaranteed Liabilities, or may escrow such proceeds with the local notary institution where the Pledgee is domiciled (any resulting fees shall be borne by the Pledgee). In addition, as requested by the Pledgee, the Pledgors should provide other property as security. |
Article 3 Release of Pledge
3.1 | Upon full and complete performance of all the Contract Obligations and upon the full repayment of all the Guaranteed Liabilities by the Pledgors and the Company, or upon termination or invalidation of the Transaction Agreements, or upon termination of Contract Obligations due to legal reasons, the Pledgee shall, at the request of the Pledgors, release the Equity Pledge under the Agreement, and shall cooperate with the Pledgors to go through the formalities to cancel registration of the Equity Pledge at the administration for industry and commerce. The reasonable fees incurred in connection with such release shall be borne by Pledgee. |
Article 4 Disposal of the Pledged Equity
4.1 | The Parties hereby agree that, in case of any Event of Default, the Pledgee shall have the right to exercise, upon giving a written notice to the Pledgors, all of the remedial rights and powers enjoyed by it under PRC Law, Transaction Agreements and the terms hereof, including (but not limited to) being repaid in priority with proceeds from auctions or realisation of the Pledged Equity. The Pledgee shall not be liable for any loss resulting from its legal and reasonable exercise of such rights and powers. |
4.2 | The Pledgee shall have the right to designate in writing its solicitors or other agents to exercise on its behalf any and all rights and powers set out above, to which the Pledgors shall not raise an objection. |
4.3 | For the reasonable costs incurred to the Pledgee in connection with its exercise of any or all rights and powers set out above, the Pledgee shall have the right to deduct the costs actually incurred from the proceeds acquired from the exercise of the rights and powers. |
4.4 | The proceeds that the Pledgee acquires from the exercise of its rights and powers shall be used in the following order: |
First, to pay any cost incurred in connection with the disposal of the Pledged Equity and the Pledgees exercise of its rights and powers (including remuneration paid to its solicitors and agents);
Second, to pay any taxes and levies payable for the disposal of the Pledged Equity; and
Third, to repay the Pledgee for the Guaranteed Liabilities;
In case of any balance after payment of the above amounts, the Pledgee shall return it to the Pledgors or other persons entitled thereto according to the relevant laws and rules or escrow it with the local notary institution where the Pledgee is domiciled (any resulting fees shall be borne by the Pledgee).
4.5 | The Pledgee shall have the option to exercise, simultaneously or successively, any of the breach remedies entitled to it. The Pledgee shall not be obliged to exercise any other breach remedies before exercise of the right to the auction or realisation of the Pledged Equity hereunder. |
Article 5 Fees and Costs
5.1 | All costs actually incurred in connection with the establishment of the Equity Pledge hereunder, including (but not limited to) stamp duties, any other taxes and all legal fees, shall be borne by the Parties respectively as required by law. |
Article 6 Continuity and No Waiver
6.1 | The Equity Pledge hereunder is a continuous guarantee, with its validity to continue until the full performance of the Contract Obligations, the termination or invalidation of the Transaction Agreements, the termination of Contract Obligations due to legal reasons or the full repayment of the Guaranteed Liabilities (whichever is earlier). Neither exemption or grace period granted by Pledgee to the Pledgors in respect of any breach of contract, nor delay by the Pledgee in exercising any of its rights under the Transaction Agreements and the Agreement shall affect the rights of the Pledgee under the Agreement, relevant PRC Law and the Transaction Agreements, the rights of the Pledgee to demand at any time thereafter the strict performance of the Transaction Agreements and the Agreement by the Pledgors or the rights entitled to the Pledgee due to subsequent breach of the Transaction Agreements and/or the Agreement by the Pledgors. |
Article 7 Representations and Warranties of the Pledgors and the Company
7.1 | Each of the Pledgors and the Company hereby jointly and severally represent and warrant to the Pledgee as follows: |
(1) | If they are Chinese citizens or limited liability companies, they have full capacity for civil conduct and civil rights, have independent legal status, are duly authorized to execute, deliver and perform the Agreement and may act as the subject of litigation independently. If they are other organizations, they are duly authorized to execute, deliver and perform the Agreement and may act as the subject of litigation independently. |
(2) | All reports, documents and information concerning the Pledgors, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgors and the Company to the Pledgee before the Agreement comes into effect are true and correct in all material aspects at the time when the Agreement comes into effect. |
(3) | All reports, documents and information concerning the Pledgors, the Pledged Equity and all matters as required by the Agreement which are provided by the Pledgors and the Company to the Pledgee after the Agreement comes into effect are true and correct in all material aspects at the time when they are provided. |
(4) | At the time when the Agreement comes into effect, the Pledgors are the legal owners of the Pledged Equity, without any existing dispute concerning the ownership of the Pledged Equity. The Pledgors have the right to dispose of the Pledged Equity or any part thereof. |
(5) | Except for the security rights on the Pledged Equity hereunder, the rights set under the Transaction Agreements and those disclosed in writing by the Pledgers to the Pledgee, there is no other security rights, third party interest or any other restrictions set on the Pledged Equity. The Pledgors have not transferred or disposed of any Pledged Equity otherwise. |
(6) | The Pledged Equity is capable of being pledged or transferred according to the laws, and the Pledgors have the full right and power to pledge the Pledged Equity to the Pledgee according to the Agreement. |
(7) | This Agreement constitutes the legal, valid and binding obligations on the Pledgors and the Company when it is duly executed by the Pledgors and the Company. |
(8) | Except for the right of first refusal with the same conditions and other rights enjoyed by shareholders of the Company in accordance with the law and the Articles of Association, any consent, permission, waiver or authorization by any third person, or any approval, permission or exemption by any government authority, or any registration (except for registrations required by Article 2.2) or filing formalities (if required by laws) with any government authority to be obtained in respect of the execution and performance hereof and the Equity Pledge hereunder have already been handled or obtained, and will be fully effective during the valid term of the Agreement. |
(9) | The execution and performance of the Agreement by the Pledgors and the Company are not in violation of or conflict with any laws in force applicable to them, any agreement to which they are a party or which has binding effect on their assets, any court judgment, any arbitration award, or any decision of administrative authorities. |
(10) | The pledge hereunder constitutes the security rights of first order in priority on the Pledged Equity. |
(11) | All taxes and fees payable in connection with acquisition of the Pledged Equity have already been paid in full by the Pledgors and/or the Company. |
(12) | There is no pending or, to the knowledge of the Pledgors or the Company, threatened litigation, arbitrations, other legal proceedings or demand by any court or any arbitral tribunal against the Pledged Equity, the Pledgors or their property, or the Company or its assets, nor is there any pending or, to the knowledge of the Pledgors or the Company, threatened administrative procedures, other legal proceedings or demand by any government authority or any administrative authority against the Pledged Equity, the Pledgors or their property, or the Company or its assets, which is of material or detrimental effect on the economic status of the Pledgors or the Company or the Pledgors capability to perform the obligations hereunder and the Guaranteed Liabilities. (13)The Pledgors and the Company hereby warrant to the Pledgee that the above representations and warranties will remain true and correct at the time of execution of the Agreement, and will be fully complied with. |
Article 8 Undertakings by the Pledgors and the Company
8.1 | Each of the Pledgors and the Company hereby undertake to the Pledgee as follows: |
(1) | Without prior written consent of the Pledgee, the Pledgors shall not establish or permit to establish any new pledge or any other security rights or third party rights on the Pledged Equity, and any pledge or any other security rights established or third party rights on all or part of the Pledged Equity without prior written consent of the Pledgee shall be invalid. |
(2) | Except for the transfer of the Pledged Equity to the Pledgee or the individual designated by the Pledgee pursuant to the Exclusive Call Option Agreement (including its amendments, supplements or restatements from time to time) executed by the Pledgors and the Pledgee on the same day as the Agreement, without prior written notice to the Pledgee and having the Pledgees prior written consent, the Pledgors shall not transfer or otherwise dispose of all or part of the Pledged Equity, and any attempt or actual transfer or otherwise disposal of the Pledged Equity by the Pledgors shall be null and void. With written consent of the Pledgee, the proceeds from transfer or otherwise disposal of the Pledged Equity by the Pledgors shall be first used to repay to the Pledgee in advance the Guaranteed Liabilities or escrow the same to the third party as agreed with the Pledgee. |
(3) | In case of any litigation, arbitration or other legal proceedings or demand which may affect detrimentally the interest or the Pledged Equity of the Pledgors or the Pledgee under the Transaction Agreements and hereunder, the Pledgors undertake to notify the Pledgee thereof in writing as soon as possible and promptly and shall take, at the reasonable request of the Pledgee, all necessary measures to ensure the pledge interest of the Pledgee in the Pledged Equity, except for disputes, litigations, arbitrations between the Pledgors and the Pledgee. |
(4) | The Pledgors and the Company shall not carry on or permit any act or action which may affect detrimentally the interest or the Pledged Equity of the Pledgee under the Transaction Agreements and hereunder. Each of the Pledgors shall waive the right of first refusal when the Pledgee realizes the pledge rights, except for disputes, litigations, arbitrations between the Pledgors and the Pledgee. |
(5) | The Pledgors and the Company guarantee that they shall, at the reasonable request of the Pledgee, take all necessary measures and execute all necessary documents (including but not limited to supplementary agreement hereof) to ensure the pledge interest of the Pledgee in the Pledged Equity and the legal and contractual exercise and realization of the rights thereof. |
(6) | In case of transfer of any Pledged Equity caused by the legal and contractual exercise of the right to the pledge hereunder, the Pledgors and the Company guarantee that they will take all necessary measures to realize such transfer. |
(7) | The Pledgors and the Company shall ensure that the convening procedures and voting methods and contents of the Companys shareholders meeting or Board meeting (if any) held for the purpose of the conclusion of the Agreement and establishment and exercise of the pledge rights are in compliance with laws, administrative rules or the Articles of Association. |
(8) | Unless with the prior written consent of the Pledgee, the Pledgors shall have no right to transfer any rights and obligations thereof under the Agreement. |
(9) | Subject to the restrictions in Article 8.1 (2) of the Agreement, the Pledgors and the Company shall guarantee the representations and warranties made by the Pledgors to the Pledgee in Article 7 will remain true and correct at any time and under any circumstance before the Contract Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with; |
(10) | If the Pledgors fail to perform the representations and warranties made by them to the Pledgee in Article 7.1 (8) and Article 7.1 (9) at any time due to the promulgation or change of any PRC Law, regulations or rules, or changes in the interpretation or application of such laws, regulations or rules, or changes in the relevant registration procedures, the Pledgors agree to perform in accordance with the provisions of Article 9.1 hereof; |
(11) | The Pledgors agree, upon the occurrence of a breach of contract, to immediately and unconditionally gift any shared profit, bonus, dividend and other distributable profit that they obtain from the Company during the term of the Agreement (after deducting relevant taxes) to the Pledgee or the entity/individual designated by the Pledgee; |
(12) | In the event of a breach of contract, if the Company is required to be dissolved or liquidated as per compulsory provisions of applicable laws, any interest distributed to the Pledgors (after deducting relevant taxes) according to law upon completion of legal dissolution or liquidation of the Company shall be gifted to the Pledgee or the entity/individual designated by the Pledgee to the extent not in violation of the PRC Law.. |
Article 9 Change of Circumstances
9.1 | As supplement and subject to compliance with other terms of the Transaction Agreements and the Agreement, if at any time the promulgation or change of any PRC Law, regulations or rules, or change in interpretation or application of such laws, regulations and rules, or the change of the relevant registration procedures enables the Pledgee to believe that it will be illegal or in conflict with such laws, regulations or rules to further maintain the effectiveness of the Agreement and/or dispose of the Pledged Equity in the way provided herein, the Pledgors shall, at the written direction of the Pledgee and in accordance with the reasonable request of the Pledgee, promptly take any action and/or execute any agreement or other document, in order to: |
(1) | keep the Agreement effective; |
(2) | facilitate the disposal of the Pledged Equity in the way provided herein; and/or |
(3) | maintain or realize the guarantee established or intentionally established hereunder. |
Article 10 Effectiveness and Term of This Agreement
10.1 | This Agreement shall become effective upon due execution by all the Parties. |
10.2 | The Pledgors shall register the Equity Pledge under the Agreement with the administration for industry and commerce with jurisdiction over the Company, and provide the Pledgee with the registration certificate of the Equity Pledge in a form satisfactory to the Pledgee. The Pledgee shall give full cooperation. |
10.3 | This Agreement shall have its valid term until the full performance of the Contract Obligations, the termination or invalidation of the Transaction Agreements, the termination of Contract Obligations due to legal reasons or the full repayment of the Guaranteed Liabilities (whichever is earlier), unless the Parties agree otherwise. |
Article 11 Notice
11.1 | Any notice, request, demand and other correspondences required by the Agreement or made in accordance with the Agreement shall be delivered in writing to the relevant Party. |
11.2 | Any notice hereunder shall be sent to the following addresses (unless changes are notified in writing) by personal delivery, facsimile or registered mail. It shall be deemed as served on the date of receipt recorded on the receipt of the registered mail if posted by registered mail; it shall be deemed as served on the date of transmission if delivered in person or transmitted by facsimile. If it is transmitted by facsimile, the original shall be sent to the following addresses by registered mail or personal delivery. |
Pledgee: Xincheng (Shanghai) Information Technology Co., Ltd.
Address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
Tel: ***********
Email: ***********
Recipient: Minhao Zhou
Pledgor: Suzhou Xiecheng Trade Co., Ltd.
Address: 1503e, Tianxi building, No. 161, Sanxiang Road, Suzhou
Fax:
Tel: ***********
Email: ***********
Company: Suzhou Taicheng Supply Chain Co., Ltd.
Address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
Tel: ***********
Email: ***********
Recipient: Xin Zhu
Article 12 Miscellaneous
12.1 | The Pledgors and the Company agree that the Pledgee may, upon notice to the Pledgors and the Company, transfer its rights and/or obligations hereunder to any third party; and that without prior written consent of the Pledgee, neither the Pledgors nor the Company may transfer their respective rights, obligations or liabilities hereunder to any third party. Successors or permitted assignees (if any) of the Pledgors and the Company shall continue to perform the obligations of the Pledgors and the Company under the Agreement. |
12.2 | This Agreement is written in Chinese and executed in counterparts, with one (1) to be retained by each Party hereto, one (1) to be used for registration of the pledge with the relevant administration for industry and commerce, and the rest to be used for relevant procedures. All counterparts shall have the same legal effect. |
12.3 | The conclusion, effectiveness, performance, revision, interpretation and termination of the Agreement shall be governed by the PRC Law. |
12.4 | Any dispute arising out of and in connection with the Agreement shall be resolved through negotiation among the Parties. In case the Parties fail to reach an agreement within thirty (30) days after the dispute arises, such dispute shall be submitted to Shanghai Arbitration Commission for arbitration in Shanghai in accordance with such Commissions arbitration rules in effect at the time. The language used in arbitration shall be Chinese and the arbitration award shall be final and equally binding on the Parties hereto. |
12.5 | None of the rights, powers or remedies granted to any Party by any provision herein shall preclude any other rights, powers or remedies available to such Party at law and under the other provisions of the Agreement. In addition, a Partys exercise of any of its rights, powers and remedies shall not exclude such Party from exercising any of its other rights, powers and remedies. |
12.6 | No failure or delay by any Party in exercising any rights, powers and remedies available to it hereunder or at law (Such Rights) shall result in a waiver of Such Rights, nor shall the waiver of any single or part of Such Rights shall exclude such Party from exercising Such Rights in any other way and exercising other Such Rights. |
12.7 | The Annexes set forth in this contract is an integral part of it and shall have the same legal effect as the provisions of the main body of it. |
12.8 | The headings of the provisions herein are for reference only, and in no event shall such headings be used for or affect the interpretation of the provisions hereof. |
12.9 | Each provision contained herein shall be severable and independent from each of the other provisions. If any one or more provisions herein become(s) invalid, illegal or unenforceable at any time, the validity, legality and enforceability of the remaining provisions herein shall not be affected as a result thereof. |
12.10 | Any amendments or supplements to the Agreement shall be made in writing and take effect only when properly signed by the Parties to the Agreement. |
12.11 | This Agreement shall be binding on the legal successors of the Parties. |
[The remainder of this page is intentionally left blank]
[Signature Page of Equity Pledge Agreement]
IN WITNESS WHEREOF, the Agreement is signed by the Parties on the first above written date and place hereof.
Xincheng (Shanghai) Information Technology Co., Ltd. (Seal) | ||
/s/ Seal of Xincheng (Shanghai) Information Technology Co., Ltd. | ||
Signature: | /s/ Nichole Jiang | |
Name: | Nichole Jiang | |
Title: | Legal representative | |
Suzhou Taicheng Supply Chain Co., Ltd. (Seal) | ||
/s/ Seal of Suzhou Taicheng Supply Chain Co., Ltd. |
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager | |
Suzhou Xiecheng Trade Co., Ltd. | ||
(Seal) | ||
/s/ Seal of Suzhou Xiecheng Trade Co., Ltd. | ||
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager |
Annex I :
General Information of the Company
Company name: Suzhou Taicheng Supply Chain Co., Ltd.
Ownership structure:
Names of shareholders |
Contribution in the Companys Registered Capital (RMB) |
Shareholding percentage |
||||||
Suzhou Xiecheng Trade Co., Ltd. |
10,000,000 | 100.00 | % | |||||
|
|
|
|
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Total |
10,000,000 | 100.00 | % | |||||
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Exhibit 4.20
Exclusive Call Option Agreement
This Exclusive Call Option Agreement (hereinafter referred to as the Agreement) was entered into between the following parties on June 2021:
1. | Certain shareholders of Suzhou Taicheng Supply Chain Co., Ltd. (hereinafter referred to as Parties A) |
Suzhou Xiecheng Trade Co., Ltd.
Registered address: 1503e, Tianxi building, No. 161, Sanxiang Road, Suzhou
2. | Xincheng (Shanghai) Information Technology Co., Ltd. (hereinafter referred to as Party B) |
Registered address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
3. | Suzhou Taicheng Supply Chain Co., Ltd. (hereinafter referred to as the Company) |
Registered address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
(In the Agreement, the aforesaid respective parties are individually referred to as a Party and collectively as the Parties.)
Whereas:
(1) | Parties A are registered shareholders of the Company who collectively hold 100% equity in the Company. For details of the shareholding structure of the Company, please refer to Annex I. |
(2) | To the extent not in violation of the PRC Law, Parties A intend to transfer to Party B and/or any other entity or individual designated by it all their equity in the Company, and Party B intends to accept such transfer. |
(3) | For the purpose of the foregoing equity transfer, Parties A agree to grant Party B the exclusive and irrevocable Equity Transfer Option. Pursuant to such Equity Transfer Option, at Party Bs request, Parties A shall, to the extent permitted by the PRC Law, transfer the Option Equity (as defined below) to Party B and/or any other entity or individual designated by Party B pursuant to the provisions of the Agreement. |
Therefore, the Parties, upon negotiation, arrive at the following agreement:
Article 1 Definitions
1.1 | Save as otherwise interpreted pursuant to the context, the following terms shall have the following meanings in the Agreement: |
PRC Law: | shall mean the then effective laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the Peoples Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan for the purpose of the Agreement). | |
Equity Transfer Option: | shall mean the option granted by Parties A to Party B to purchase the equity in the Company held by Parties A pursuant to the terms and conditions of the Agreement. | |
Option Equity: | shall mean, in respect of Parties A, 100% equity in the Company Registered Capital (as defined below) held by them. | |
Company Registered Capital: | shall mean the registered capital of the Company of RMB10,000,000 as of the date of execution of the Agreement, which also includes any expanded registered capital as a result of any capital increase in any form within the validity period of the Agreement. | |
Target Equity: | shall mean the equity in the Company which Party B has the right to request Parties A to transfer to it or its designated entity or individual in accordance with Article 3 hereof when Party B exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by Party B at its sole discretion in accordance with the then effective PRC Law and based on its commercial consideration. | |
Exercise of Option: | shall mean the exercise of the Equity Transfer Option by Party B. | |
Transfer Price: | shall mean all the consideration that Party B or its designated entity or individual is required to pay to Parties A in order to obtain the Target Equity upon each Exercise of Option. | |
Business Permits: | shall mean any approvals, permits, filings and registrations, etc. which the Company is required to have for legally and validly operating all its businesses, including but not limited to Business License and other relevant permits and licenses as required by the then effective PRC Law. | |
Material Agreement: | shall mean any agreement to which the Company is a party and which has a material impact on the business or assets of the Company. | |
Exercise Notice: | shall have the meaning ascribed thereto under Article 3.5 hereof. | |
Confidential Information: | shall have the meaning ascribed thereto under Article 7.1 hereof. | |
Defaulting Party: | shall have the meaning ascribed thereto under Article 10.1 hereof. | |
Default: | shall have the meaning ascribed thereto under Article 10.1 hereof. | |
Such Rights: | shall have the meaning ascribed thereto under Article 11.5 hereof. |
1.2 | The references to any PRC Law herein shall be deemed: |
(1) | simultaneously to include the references to the amendments, changes, supplements and re-enactment of such PRC Law, irrespective of whether they take effect before or after the execution of the Agreement; and |
(2) | simultaneously to include the references to other decisions, notices and regulations enacted in accordance with stipulation of PRC laws or effective as a result thereof. |
1.3 | Except as otherwise stated in the context herein, all references to an article, clause, item or paragraph herein shall refer to the corresponding part of the Agreement. |
Article 2 Grant of Equity Transfer Option
2.1 | Parties A hereby agree to grant Party B an irrevocable, unconditional and exclusive Equity Transfer Option. Pursuant to such Equity Transfer Option, Party B is entitled to, to the extent permitted by the PRC Law, request Parties A to transfer the Option Equity to Party B or its designated entity or individual according to the terms and conditions of the Agreement. Party B also agrees to accept such Equity Transfer Option. |
2.2 | The Company hereby agrees that Parties A grant such Equity Transfer Option to Party B according to Article 2.1 above and other provisions of the Agreement. |
Article 3 Method of Exercise of Option
3.1 | Subject to the terms and conditions of the Agreement, Party B shall have the absolute sole discretion to determine the specific time, method and times of its Exercise of Option to the extent permitted by the PRC Law. |
3.2 | Subject to the terms and conditions of the Agreement and to the extent not in violation of the then effective PRC Law, Party B shall have the right to, at any time, request to acquire all or part of the Companys equity from Parties A by itself or through other entity or individual designated by it. |
3.3 | With regard to the Equity Transfer Option, at each Exercise of Option, Party B shall have the right to arbitrarily determine the amount of the Transferred Equity which shall be transferred by Parties A to Party B and/or other entity or individual designated by it. Parties A shall transfer the Target Equity to Party B and/or other entity or individual designated by it in the amount requested by Party B. Party B and/or other entity or individual designated by it shall pay the Transfer Price with respect to the Target Equity acquired at each Exercise of Option to Parties A transferring such Target Equity. |
3.4 | At each Exercise of Option, Party B may acquire the Target Equity by itself or designate any third party to acquire all or part of the Target Equity. |
3.5 | Having decided each Exercise of Option, Party B shall issue to Parties A a notice for exercising the Equity Transfer Option (hereinafter referred to as Exercise Notice, the form of which is set out in Annex II hereto). Parties A shall, upon receipt of the Exercise Notice, forthwith make a one-time transfer of all the Target Equity of the amount specified in the Exercise Notice in accordance with the Exercise Notice to Party B and/or any other entity or individual designated by Party B in such method as described in Article 3.3 hereof. |
Article 4 Transfer Price
4.1 | With regard to the Equity Transfer Option, Party B or any entity or individual designated by the it shall pay the corresponding Transfer Price which shall be the lowest price permitted by the then effective PRC laws and regulations to Parties A in proportion to the corresponding ownership ratio at each Exercise of Option before it requests Parties A to complete the relevant industrial and commercial registration of changes for equity transfer. Parties A agree that once such Transfer Price is received, they will (i) repay the loans under the Loan Agreement (including the its amendments, supplements or restatements from time to time) executed on the same day as the Agreement to Parties A and Party B with the Transfer Price, and/or (ii) return it legally to Party B or any entity or individual designated by Party B. |
Article 5 Representations and Warranties
5.1 | Parties A hereby severally and jointly represent and warrant that: |
(1) | If they are Chinese citizens or limited liability companies, they have full capacity for civil conduct and civil rights, have independent legal status, are duly authorized to execute, deliver and perform the Agreement and may act as the subject of litigation independently. If they are other organizations, they are duly authorized to execute, deliver and perform the Agreement and may act as the subject of litigation independently. |
(2) | They have the full power and authority to execute, deliver and perform the Agreement and all other documents relating to the transaction specified herein and to be executed by them. They have the full power and authority to consummate the transaction specified herein. The execution and performance of the Agreement do not violate or conflict with all applicable laws in force, any agreement to which they are parties or which binds on their assets, any court judgement, any arbitration award, or any decision of administrative authorities. |
(3) | This Agreement is legally and duly executed and delivered by Parties A. This Agreement shall constitute their legal and binding obligations and may be enforceable against them in accordance with the terms of the Agreement. |
(4) | Parties A are the registered legitimate owners of the Option Equity as of the effective date of the Agreement, and except for the pledge set under the Equity Pledge Agreement (including its amendments, supplements or restatements from time to time) signed by Party B and Parties A on the same day as the Agreement and entrusted rights set under the Shareholders Voting Right Entrustment Agreement (including its amendments, supplements or restatements from time to time) signed on the same day as the Agreement, the Option Equity is free from and clear of any lien, pledge, claim and other rights to secured properties and third party rights. Pursuant to the Agreement, Party B and/or other entity or individual designated by it may, after the Exercise of Option, acquire a good title to the Target Equity, free from and clear of any lien, pledge, claim and other rights to secured properties or third party rights. |
(5) | Unless as mandatorily required by the PRC Law, Parties A shall not request the Company to declare the distribution of or in practice release any distributable profit, bonus or dividend; Parties A shall, in compliance with the PRC Law, promptly gift any profit, bonus or dividend obtained by them from the Company after the execution of the Agreement to Party B and/or any qualified entity or individual designated by Party B (after deducting relevant taxes). |
5.2 | Party B hereby represents and warrants that: |
(1) | Party B is a wholly foreign-owned enterprise duly incorporated and legally existing under the PRC Law with an independent legal personality. Party B has the complete and independent legal status and legal capacity to execute, deliver and perform the Agreement and may act as the subject of litigation independently. |
(2) | Party B has the full internal corporate power and authority to execute, deliver and perform the Agreement and all other documents relating to the transaction specified herein and to be executed by it. It has the full power and authority to consummate the transaction specified herein. |
(3) | This Agreement is legally and duly executed and delivered by Party B. This Agreement shall constitute the legal and binding obligation against it. |
Article 6 Undertakings by Parties A
6.1 | Parties A hereby severally undertake that: |
6.1.1 | Within the validity period of the Agreement, without Party Bs prior written consent: |
(1) | Parties A shall not transfer or otherwise dispose of any Option Equity or create any right to secured property or other third party rights on any Option Equity; |
(2) | they shall not increase or decrease the Company Registered Capital or cause the Company to be merged with any other entity; |
(3) | they shall not dispose of or cause the management of the Company to dispose of any material Company assets (excluding those generated during normal operation); |
(4) | they shall not terminate or cause the management of the Company to terminate any Material Agreement entered into by the Company, or enter into any other agreement in conflict with the existing Material Agreements; |
(5) | they shall not appoint or remove and replace any director or supervisor of the Company or any other management personnel of the Company who shall be appointed or removed by Parties A; |
(6) | they shall not cause the Company to declare the distribution of or in practice release any distributable profit, bonus or dividend; |
(7) | they shall not cause the Company to be terminated, liquidated or dissolved; |
(8) | they shall not amend the articles of association of the Company; and |
(9) | they shall ensure that the Company will not lend or borrow any money (except as required in the ordinary course of business), or provide any warranty or engage in guarantee activities in any other form, or bear any substantial obligations other than those incurred during normal operation. |
6.1.2 | Within the validity period of the Agreement, Parties A will not engage in any act or omission which may damage the Company Assets and goodwill or affect the validity of the Business Permits of the Company. |
6.1.3 | Within the validity period of the Agreement, Parties A shall promptly notify Party B of any circumstances that may have a material adverse effect on the existence, business operations, financial position, assets or goodwill of the Company. |
6.1.4 | Once Party B gives the Exercise Notice: |
(1) | Parties A shall promptly take all necessary actions to transfer all the Target Equity at the Transfer Price to Party B and/or any other entity or individual designated by Party B, and waive any right of first refusal enjoyed by them (if any); |
(2) | Parties A shall promptly enter into an equity transfer agreement with Party B and/or any other equity or individual designated by Party B to agree to transfer all the Target Equity at the Transfer Price to Party B and/or any other entity or individual designated by Party B, and provide necessary support to Party B (including causing the Company to convene a shareholders meeting to pass the resolutions on equity transfer, provision and execution of all relevant legal documents, performance of all government approval and registration procedures and assumption of all relevant obligations) in accordance with Party Bs requirements and laws and regulations so that Party B and/or any other entity or individual designated by Party B may acquire all the Target Equity, free from and clear of any legal defect or any right to secured property, third party restriction created by Parties A or any other restrictions. |
Article 7 Confidentiality Obligations
7.1 | During the term of the Agreement and upon the termination of the Agreement, any of the Parties shall keep strictly confidential all the trade secrets, proprietary information, customer information and all other information of a confidential nature about the other Parties coming to its knowledge during execution and performance of the Agreement (hereinafter collectively referred to as the Confidential Information). Unless a prior written consent is obtained from the Party disclosing the Confidential Information or unless it is required to be disclosed to third parties according to relevant laws and regulations or the requirement of the place where a Partys affiliate is listed, the Party receiving the Confidential Information shall not disclose to any other third party any Confidential Information. The Party receiving the Confidential Information shall not use or indirectly use any Confidential Information other than for the purpose of performing the Agreement. |
7.2 | The following information shall not be deemed part of the Confidential Information: |
(1) | any information previously known by the Party receiving the information through legal means as proved by documentary evidence; |
(2) | information that enters the public domain not due to the fault of the Party receiving the information; or |
(3) | any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information. |
7.3 | The Party receiving the information may disclose the Confidential Information to its relevant employees, agents or professionals engaged by it. However, the Party receiving the information shall enter into confidentiality agreement or relevant commitment letter with the aforesaid persons to ensure that they comply with the relevant terms and conditions of the Agreement, and shall be responsible for any liability incurred as a result of such persons breach of the relevant terms and conditions of the Agreement. |
7.4 | Notwithstanding any other provisions herein, the effect of this article shall not be affected by termination of the Agreement. |
Article 8 Duration of the Agreement
8.1 | This Agreement shall take effect after being duly executed by the Parties, and terminate after all the Option Equity are lawfully transferred to Party B and/or any other entity or individual designated by Party B pursuant to the provisions of the Agreement, unless the Parties agree otherwise. |
Article 9 Notices
9.1 | Any notice, request, demand and other correspondences required by the Agreement or made in accordance with the Agreement shall be delivered in writing to the relevant Party. |
9.2 | Any notice hereunder shall be sent to the following addresses (unless changes of address are notified in writing) by personal delivery, facsimile or registered mail. It shall be deemed as served on the date of receipt recorded on the receipt of the registered mail if posted by registered mail; it shall be deemed as served on the date of transmission if delivered in person or transmitted by facsimile. If it is transmitted by facsimile, the original shall be sent to the following addresses by registered mail or personal delivery. |
Party B: Xincheng (Shanghai) Information Technology Co., Ltd.
Address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
Tel: ***********
Email: ***********
Recipient: Minhao Zhou
Party A: Suzhou Xiecheng Trade Co., Ltd.
Address: 1503e, Tianxi building, No. 161, Sanxiang Road, Suzhou
Fax:
Tel: ***********
Email: ***********
Company: Suzhou Taicheng Supply Chain Co., Ltd.
Address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
Tel: ***********
Email: ***********
Recipient: Xin Zhu
Article 10 Default Liability
10.1 | The Parties agree and confirm that, if any of the Parties (hereinafter referred to as the Defaulting Party) substantially violates any provision of this agreement or substantially fails to perform or delays performance of any of the obligations hereunder, such violation, failure or delay shall constitute a default under the Agreement (hereinafter referred to as Default). The non-defaulting Party shall have the right to request the Defaulting Party to rectify such Default or take remedial actions within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial actions within the reasonable period or within ten (10) days after the non-defaulting Party notifies the Defaulting Party in writing requesting the Default to be rectified, then the non-defaulting Party is entitled to decide at its own discretion that: |
(1) | if any of Parties A is the Defaulting Party, Party B shall be entitled to terminate the Agreement and require the Defaulting Party to compensate for the damages; |
(2) | if Party B is the Defaulting Party, the non-defaulting Party shall be entitled to require the Defaulting Party to compensate for the damages, but unless otherwise stipulated by laws or agreed among all Parties, the non-defaulting Party has no right to terminate or cancel the Agreement in any circumstances. |
10.2 | Notwithstanding any other provisions herein, the effect of this article shall not be affected by termination of the Agreement. |
Article 11 Miscellaneous
11.1 | This Agreement is written in Chinese and executed in duplicate originals, with one (1) original to be retained by each Party hereto. |
11.2 | The execution, effectiveness, performance, revision, interpretation and termination of the Agreement shall be governed by the PRC Law. |
11.3 | Any dispute arising out of and in connection with the Agreement shall be resolved through negotiation among the Parties. In case the Parties fail to reach an agreement within thirty (30) days after the dispute arises, such dispute shall be submitted to Shanghai Arbitration Commission for arbitration in Shanghai in accordance with such Commissions arbitration rules in effect at the time. The language used in arbitration shall be Chinese and the arbitration award shall be final and equally binding on the Parties hereto. |
11.4 | None of the rights, powers or remedies granted to any Party by any provision herein shall preclude any other rights, powers or remedies available to such Party at law and under the other provisions of the Agreement. In addition, a Partys exercise of any of its rights, powers and remedies shall not exclude such Party from exercising any of its other rights, powers and remedies. |
11.5 | No failure or delay by a Party in exercising any rights, powers and remedies available to it hereunder or at law (hereinafter referred to as Such Rights) shall result in a waiver of Such Rights, nor shall the waiver of any single or part of Such Rights shall exclude such Party from exercising Such Rights in any other way and exercising other Such Rights. |
11.6 | The Annexes set forth in this contract is an integral part of it and shall have the same legal effect as the provisions of the main body of it. |
11.7 | The headings of the provisions herein are for reference only, and in no event shall such headings be used for or affect the interpretation of the provisions hereof. |
11.8 | Each provision contained herein shall be severable and independent from each of the other provisions. If any one or more provisions herein become(s) invalid, illegal or unenforceable at any time, the validity, legality and enforceability of the remaining provisions herein shall not be affected as a result thereof. |
11.9 | This Agreement, once executed, shall supersede any other legal documents previously executed by and among the Parties with respect to the subject hereof. Any amendment or supplement hereto shall be made in writing and shall become effective only upon due execution by the Parties hereto. |
11.10 | Without the prior written consent of Party B, Parties A or the Company shall not transfer any of their rights and/or obligations hereunder to any third party; Parties A and the Company hereby agree that Party B shall have the right to transfer any of its rights and/or obligations hereunder to any third party after notifying Parties A and the Company in writing. |
11.11 | This Agreement shall be binding on the legal assignees or successors of the Parties. |
[The remainder of this page is intentionally left blank]
[Signature Page of Exclusive Call Option Agreement]
IN WITNESS WHEREOF, the following Parties have executed this Exclusive Call Option Agreement on the date first above written.
Xincheng (Shanghai) Information Technology Co., Ltd.
(Seal)
/s/ Seal of Xincheng (Shanghai) Information Technology Co., Ltd.
Signature: | /s/ Nichole Jiang | |
Name: | Nichole Jiang | |
Title: | Legal representative General Manager |
Suzhou Taicheng Supply Chain Co., Ltd.
(Seal)
/s/ Seal of Suzhou Taicheng Supply Chain Co., Ltd.
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager |
Suzhou Xiecheng Trade Co., Ltd. |
(Seal) |
/s/ Seal of Suzhou Xiecheng Trade Co., Ltd. |
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager |
Annex I:
General Information of the Company
Company name: Suzhou Taicheng Supply Chain Co., Ltd.
Ownership structure:
Names of shareholders |
Contribution in the Company Registered Capital (RMB) |
Shareholding percentage |
||||||
Suzhou Xiecheng Trade Co., Ltd. |
10,000,000 | 100.00 | % | |||||
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Total |
10,000,000 | 100.00 | % | |||||
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Annex II:
Form of Exercise Notice
To: [Names of Parties A]
Whereas: we entered into an Exclusive Call Option Agreement (the Option Agreement) with you and Suzhou Taicheng Supply Chain Co., Ltd. (the Company) on [] stipulating that you shall transfer the equity you hold in the Company to us or any third party designated by us at our request to the extent permitted by the PRC laws and regulations.
Therefore, we hereby give this notice to you as follows:
We hereby require to exercise the Equity Transfer Option under the Option Agreement and we/[] [name of company/individual] designated by us will acquire the []% of the equity you hold in the Company (the Proposed Acquired Equity). Upon your receipt of this notice, you shall immediately transfer all the Proposed Acquired Equity to us/[name of designated company/individual] pursuant to the provisions of the Option Agreement and complete the necessary industrial and commercial registration of changes or other procedures.
Best regards
Suzhou Taicheng Supply Chain Co., Ltd. (Seal) | ||
Authorized representative: |
| |
Date: |
Exhibit 4.21
Exclusive Technical Consulting and Service Agreement
The Exclusive Technical Consulting and Service Agreement (hereinafter referred to as the Agreement) was entered into by and between the parties hereunder in Shanghai, the Peoples Republic of China (hereinafter referred to as PRC) on June 2021:
(1) | Xincheng (Shanghai) Information Technology Co., Ltd., a wholly foreign-owned limited liability company incorporated under the PRC law with registered address of Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai and legal representative of Nichole Jiang (hereinafter referred to as Party A); and |
(2) | Suzhou Taicheng Supply Chain Co., Ltd., a limited liability company incorporated under the PRC law with registered address of Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou and legal representative of Xin Zhu (hereinafter referred to as Party B). |
(In the Agreement, Party A and Party B may be individually referred to as a Party and collectively as the Parties).
WHEREAS:
Party B intends to employ Party A to provide technology support and consulting services for Party B.
NOW THEREFORE, upon friendly negotiation, the Parties agreed as follows:
Article 1 Definition
1.1 | Unless otherwise understood in the terms or context of the Agreement, the following terms in the Agreement shall have the following meanings: |
Party Bs Business |
All businesses that Party B is operating and developing currently and at any time during the term of the Agreement. | |
Service |
The services provided by Party A to Party B relating to Party Bs business. Such services include, but are not limited to:
(1) technical support related to Party Bs business, including but not limited to biotechnology research and development, computer software development, medical equipment leasing, maintenance, research and development and technical services;
(2) providing professional consulting services related to Party Bs business;
(3) providing training to Party Bs technical and business staff;
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(4) providing labor support at the request of Party B, including but not limited to lending or dispatching relevant staff;
(5) providing market research, planning and development services;
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(6) providing business planning and business strategy (advisory advice); and
(7) providing customer support and development services (advisory advice).
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Service Team |
A team established by Party A for providing services under the Agreement to Party B; these members include the staff, third-party consultants and other workers hired by Party A. | |
Service Fee |
All expenses that Party B shall pay to Party A for the services provided by Party A in accordance with Article 3 of the Agreement. | |
Operating Income |
The income earned by Party B from operating its business during the year recorded in the main business revenue column of the audited balance sheet of Party B in accordance with the PRC accounting standards for any year during the validity of the Agreement. | |
Annual Business Plan |
Party Bs business development plan and budget report for the next calendar year formulated by Party B according to the Agreement before November 30 each year under the assistance of Party A. | |
Equipment |
Any and all equipment owned and purchased by Party A from time to time and used for the purpose of providing services. |
1.2 | The reference to any law or regulation (hereinafter referred to as the law) in the Agreement shall be deemed as: (1) including the contents of the amendments, alterations, additions and re-enactment of these laws, regardless of their effective time before or after the conclusion of the Agreement; and (2) including reference to other decisions, notices and regulations that have been formulated according to the provisions thereof or are effective as a result of the provisions thereof. |
1.3 | Unless otherwise indicated in the context of the Agreement, the clauses, sections, items and paragraphs referred to in the Agreement shall refer to the corresponding contents of the Agreement. |
Article 2 Services of Party A
2.1 | In order to better carry out the business, Party B needs Party A to provide services and Party A agrees to provide Party B with such services. For this purpose, Party B appoints Party A as its exclusive consulting and services provider. Party A shall exclusively provide Party B with the services defined in the Agreement, and Party A agrees to accept such appointment. |
2.2 | Party A shall provide services to Party B in accordance with the terms of the Agreement, and Party B shall provide convenience for Party As services as far as possible. |
2.3 | Party A shall be equipped with various equipment and service teams that are reasonably required for the provision of services and buy and purchase new equipment and hire new employees according to the annual business plan and reasonable requirements of Party B to satisfy the need of Party As provision of excellent services to Party B according to the Agreement. However, Party A may, at its discretion, replace any member of the service team, or change the specific service responsibilities of any member of the service team from time to time, provided that the replacement of such members or the change of service responsibilities will not have material adverse effect on Party Bs daily operations. |
2.4 | Notwithstanding the other provisions of the Agreement, Party A shall have the right to independently designate any third party to provide any or all of the services under the Agreement, or to perform any of Party As obligations under the Agreement on behalf of Party A. Party B hereby agrees that Party A has the right to transfer its rights and obligations under the Agreement to any third party. |
Article 3 Service Fees
3.1. | In respect of the services provided by Party A pursuant to the Agreement, Party B shall pay Party A the service fees by the method hereunder: |
3.1.1 | The service fees which are equivalent to a certain percentage of the revenue of Party B; the specific proportion is adjusted once a year, and shall be determined through negotiation by the two Parties according to the relevant resolutions of respective boards; and |
3.1.2 | Service fees for specific services provided by Party A from time to time at Party Bs request as otherwise agreed between the Parties. |
3.2. | Party B shall fully pay the service fees determined in accordance with Article 3.1.1 to Party As designated bank account within three months after the end of each calendar year. After the end of each fiscal year of Party B, Party A and Party B shall calculate the service fees actually payable by Party B based on the total amount of Party Bs operating income of the previous year confirmed by the audit report issued by the Chinese certified public accountant recognized by both Parties. Party B shall pay Party A the corresponding service fee within fifteen (15) working days after the audit report is issued. Party B promises to Party A that it will provide all the required information and assistance to the above CPA, and procure it to complete and issue an audit report for the previous year to both Parties within thirty (30) working days at the end of each calendar year. If Party A changes its bank account number, Party A shall send a written notice to Party B seven (7) workdays in advance. |
3.3. | The Parties agree that payment of the above service fees should in principle not cause difficulties in operation of Party B in the current year. For the above purposes and within the limit of achieving the above principle, Party A may agree to delay the payment of service fees by Party B or, upon mutual negotiation, the proportion and/or the specific amount of the service fees to be paid by Party B to Party A under Article 3.1 may be adjusted in writing. If Party B does not make a profit in the current year, Party A shall not charge the service fee for that year. |
3.4. | The amount and payment method of the service fees that Party B should pay to Party A under Article 3.1.2 shall be otherwise determined in writing according to the nature of the service and the workload. |
Article 4 Obligations of Party B
4.1 | The services provided by Party A under the Agreement are exclusive. During the term of the Agreement, without the prior written consent of Party A, Party B shall not enter into any written agreement or verbal agreement or other arrangements with any other third party in order to engage such third party to provide other services that are the same or similar to the services provided by Party A under the Agreement. The Parties agree that Party A may designate a third party to provide Party B with the services agreed in the Agreement. For the avoidance of doubt, the Agreement does not restrict Party A from providing any goods and / or services to third parties other than Party B. |
4.2 | Party B shall provide Party A with Party Bs confirmed annual business plan for the next year before November 30 each year, so that Party A can arrange the corresponding service plan and purchase the required software and equipment, hire personnel and buy technical service capacity. If Party B temporarily requires Party A to purchase equipment or hire staff, it shall consult with Party A fifteen (15) days in advance to reach a consensus between the Parties. |
4.3 | In order to facilitate Party As provision of services, Party B shall, at Party As request, provide Party A with the required information in an accurate and timely manner. |
4.4 | Party B shall pay Party A the service fees on time and in full according to the provisions of Article 3 herein. |
4.5 | Party B shall maintain its good reputation and proactively expand business to maximize revenue. |
4.6 | The Parties hereby confirm that according to the terms and conditions of the Equity Pledge Agreement (including revisions, additions or restatements from time to time) at the time of signing of the Agreement and Party A on the same day as the Agreement, Suzhou Xiecheng Trade Co., Ltd. have pledged its equity respectively held in Party B to Party A to guarantee the performance of the obligations of Party B under the Agreement. |
4.7 | During the term of the Agreement, Party B agrees to cooperate with Party A and its (direct or indirect) parent company to conduct related party transaction audits and other types of audits, and provide Party A, its parent company, or its authorized auditors with operations, business, customers, finances, employees, and other relevant information and materials related to Party B, and agrees that Party As parent company discloses such information and materials to meet the regulatory requirements of the securities listing market of such parent company. |
Article 5 Intellectual Property
5.1 | Insofar as permitted by applicable laws and regulations of the Peoples Republic of China at the time, the intellectual property rights of the achievements made by Party A in the course of providing the services under the Agreement or the intellectual property rights (including but not limited to copyrights, patents, patent application rights, trademark rights, technical secrets, trade secrets, and others) developed by Party B based on Party As intellectual property rights shall be owned by Party A. If PRC applicable laws and regulations clearly stipulate that such intellectual property rights shall not be owned by Party A, the intellectual property rights shall be firstly owned by Party B and the exclusive use license shall be granted to Party A. When PRC laws and regulations permit the ownership by Party A, Party B shall transfer it to Party A at the lowest consideration permitted by law; if the law has no restriction on such minimum transfer price by then, Party B shall agree to transfer the ownership of the intellectual property rights unconditionally and assist Party A in completing all government registration formalities for change of the intellectual property rights owner. |
5.2 | For the purpose of performing the Agreement, Party B may use the work achievements created by Party A in the course of providing the services under the Agreement in accordance with the provisions of the Agreement; nonetheless, the Agreement does not in any way permit Party B to use such work achievements in any way for any other purposes. |
5.3 | Either Party guarantees to the other Party that it will compensate the other Party for any and all economic losses caused to the other Party due to any infringement of others intellectual property rights (including copyrights, trademark rights, patent rights and proprietary technology). |
Article 6 Confidentiality Obligations
6.1 | During the term of the Agreement, all customer information and other relevant information (hereinafter referred to as Customer Information) related to Party Bs business and Party As services shall be owned by Party A. |
6.2 | Regardless of whether the Agreement is terminated, the Parties shall keep the other Partys trade secrets, proprietary information, Customer Information and other relevant information, as well as non-public information of any other Party (hereinafter referred to as Confidential Information) obtained during the conclusion and performance of the Agreement strictly confidential. The Party receiving the Confidential Information (hereinafter referred to as the Recipient) shall not disclose the Confidential Information or any part thereof to any other third party except for the prior written consent of the other Party or disclosure as required by the relevant laws and regulations as well as the rules of the relevant stock exchange. The Recipient shall not use or indirectly use the Confidential Information or any part thereof, except for the purpose of performing the Agreement. |
6.3 | The following information is not confidential: |
(1) | any information previously known by the Recipient through legal means as proved by documentary evidence; |
(2) | information that entered the public domain not due to the fault of the Recipient or is known to the public due to other reasons; or |
(3) | The information legally obtained by the Recipient from other sources afterwards. |
6.4 | The Recipient may disclose Confidential Information to its employees and agents concerned or professionals it hired; nevertheless, the Recipient shall ensure that the above persons are bound by the Agreement, so that the Confidential Information is kept confidential, and they only use the Confidential Information for the purpose of performing the Agreement. |
6.5 | Once the Agreement is terminated, the Recipient of the Confidential Information shall return any documents, data or software containing Confidential Information to the original owner or provider of Confidential Information, or destroy such documents, data or software with the consent of the original owner or provider, including deletion of any Confidential Information from any related storage device, and may not continue to use such Confidential Information. |
6.6 | The Parties agree that this article will continue to be valid regardless of whether the Agreement is changed, cancelled or terminated. |
Article 7 Undertaking and Guarantee
7.1 | Party A hereby declares and guarantees as follows: |
(1) | It is a limited liability company duly incorporated and legally existing under the law of the place of registration. It has an independent legal personality and has the complete and independent legal status and legal capacity to execute, deliver and perform the Agreement and may act as the subject of litigation independently; |
(2) | It has full internal powers and authorizations for the signing and delivery of the Agreement and all other documents relating to the transactions referred to in the Agreement that it will sign, and it has full internal corporate power and authority to complete the transactions described in the Agreement. This Agreement is legally and properly signed and delivered. This Agreement constitutes a legal and binding obligation on it and may be enforceable against it under the terms of the Agreement. |
7.2 | Party B hereby declares and guarantees as follows: |
(1) | It is a limited liability company duly incorporated and legally existing under the law of the place of registration. It has an independent legal personality and has the complete and independent legal status and legal capacity to execute, deliver and perform the Agreement, and may act as the subject of litigation independently; |
(2) | It has full internal powers and authorizations for the signing and delivery of the Agreement and all other documents relating to the transactions referred to in the Agreement that it will sign, and it has full internal corporate power and authority to complete the transactions described in the Agreement. This Agreement is legally and properly signed and delivered. This Agreement constitutes a legal and binding obligation on it and may be enforceable against it under the terms of the Agreement; |
(3) | When the Agreement comes into force, it has the complete business license required for its operation and has full rights and qualifications to conduct the business of Party B that it is currently engaged within the territory of China; |
(4) | It shall promptly notify Party A of the lawsuits involved and other unfavorable circumstances and shall make its best efforts to prevent the loss from expanding; |
(5) | Without the written consent of Party A, Party B shall not dispose of Party Bs important assets in any form, nor shall it change the existing shareholding structure of Party B; |
(6) | It shall not enter into transactions that may materially affect Party Bs assets, liabilities, business operations, shareholding structure, equity held by third parties and other legal rights (except for those generated in the course of normal or daily operations, disclosed to Party A or obtaining written consent of Party A); |
(7) | It will compensate Party A for any loss suffered or possibly suffered due to the provision of services and hold it harmless, including but not limited to any losses incurred due to any third partys lawsuits, recovery, arbitration, claims against it or administrative investigations and penalties by government authorities; nevertheless, if the losses are caused by Party As intentional or gross negligence, such losses shall not be compensated; |
(8) | Party B promises that if Party B owns, establishes, merges or purchases any company to become a subsidiary of Party B during the service period, Party B shall procure the subsidiary to sign a consulting service agreement with Party A or its designated person, regarding provision of consulting services for all of the business and assets of the subsidiary. The duration, terms and format of the consulting service agreement shall be the same as the Agreement. Party B shall carry out and sign and / or procure the subsidiary to carry out and sign all matters and documents (including but not limited to passing the resolutions of the relevant shareholders meeting and the board of directors) to make the consulting service agreement valid and legal. |
Article 8 Duration of the Agreement
8.1 | The Parties hereby confirm that the Agreement has been formally signed by the parties. Unless the Parties agree in writing to terminate the Agreement, or the Agreement must be terminated in accordance with applicable PRC laws and regulations, the Agreement shall continue to be valid. |
8.2 | The Parties to the Agreement shall complete the approval and registration procedures for extending the operating period within three months prior to the expiration of their respective operating periods, so that the validity period of the Agreement can be sustained. |
8.3 | After termination of the Agreement, the Parties shall continue to observe the obligations under Articles 3 and 6 of the Agreement respectively. |
Article 9 Notice
9.1 | Any notice, request, claim and other correspondence required by the Agreement or made under the Agreement shall be delivered to the Parties in writing. |
9.2 | Any notice hereunder shall be sent to the following addresses (unless changes of address are notified in writing) by personal delivery, facsimile or registered mail. It shall be deemed as served on the date of receipt recorded on the receipt of the registered mail if posted by registered mail; it shall be deemed as served on the date of transmission if delivered in person or transmitted by facsimile. If it is transmitted by facsimile, the original shall be sent to the following addresses by registered mail or personal delivery. |
Xincheng (Shanghai) Information Technology Co., Ltd.
Address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
Tel: ***********
Email: ***********
Recipient: Minhao Zhou
Party B: Suzhou Taicheng Supply Chain Co., Ltd.
Address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
Tel: ***********
Email: ***********
Recipient: Xin Zhu
Article 10 Default Liability
10.1 | The Parties agree and confirm that if any Party (hereinafter referred to as the Defaulting Party) materially violates any of the provisions of the Agreement or substantially fails to perform any of the obligations under the Agreement, it shall constitute the breach of contract under the Agreement (hereinafter referred to as Default) and the non-defaulting Party shall have the right to require the Defaulting Party to correct or take remedial measures within a reasonable period of time. If the Defaulting Party fails to correct or take remedial measures within a reasonable period of time or within ten (10) days after the non-defaulting Party has notified the Defaulting Party in writing of correction request, the non-defaulting Party shall have the right to determine at its discretion: |
(1) | If Party B is the Defaulting Party, Party A shall have the right to terminate the Agreement and request the Defaulting Party to pay damages; |
(2) | If Party A is the Defaulting Party, Party B shall have the right to request the Defaulting Party to pay damages; unless otherwise provided by law, it shall have no right to terminate or cancel the Agreement under any circumstances. |
10.2 | Notwithstanding any other provisions herein, the effectiveness of the provisions of Article 10 herein shall not be affected by the suspension or termination of the Agreement. |
Article 11 Force Majeure
11.1 | If any Party fails to perform the Agreement or cannot perform the Agreement according to the agreed conditions due to an earthquake, typhoon, flood, fire, war, change in policy and laws, or other unforeseen or inevitable or unavoidable force majeure events, the Party suffering the force majeure event shall immediately send a notice by fax and provide documents containing the detailed description of force majeure events and the reason for failure or delay to perform the Agreement within thirty (30) days. Such proof documents shall be issued by the notary organization in the area where the force majeure events occur. The Party suffering the force majeure events shall take appropriate measures to mitigate or eliminate the impact of force majeure events and shall endeavor to restore the performance of the obligation to be delayed or impeded by force majeure events. Based on the impact of force majeure events on the performance of the Agreement, the Parties shall negotiate whether performance of the Agreement should be partially exempted or extended. The Parties shall not be liable for the economic losses caused to each other due to force majeure events. |
Article 12 Miscellaneous
12.1 | This Agreement is made in duplicate in Chinese with two (2) original copies, each Party holding one (1) copy. |
12.2 | The conclusion, effectiveness, performance, modification, interpretation and termination of the Agreement shall be governed by the PRC law. |
12.3 | Any disputes arising under the Agreement and relating to the Agreement shall be settled through negotiation between the Parties. If the Parties cannot reach a consensus within thirty (30) days after the dispute arises, the dispute shall be submitted to the Shanghai Arbitration Commission for arbitration according to the effective arbitration rules for the time being. The arbitration place is Shanghai and the language used in the arbitration is Chinese. The arbitral award is the final decision and equally binding on the Parties to the Agreement. |
12.4 | Any rights, powers and remedies entitled to the Parties by the terms of the Agreement shall not exclude any other rights, powers and remedies entitled to the Parties by the law and other terms of the Agreement and any Partys execution of rights, powers and remedies shall not exclude the execution of other rights, powers and remedies entitled to such Party. |
12.5 | The failure or delay to exercise any rights, powers and remedies (hereinafter referred to as Such Rights) under the Agreement or entitled by the law shall not result in the waiver of Such Rights. The waiver of any or part of Such Rights shall not preclude such Party from exercising Such Rights in other ways and exercising other Such Rights. |
12.6 | The headings of each section in the Agreement are for reference only. Such headings shall not be used for or affect the interpretation of the provisions of the Agreement under any circumstances. |
12.7 | This Agreement supersedes any other written or verbal agreements previously entered into between the Parties relating to the matters stipulated in the Agreement and constitutes the entire agreement between the Parties. |
12.8 | Each term of the Agreement may be separated and independent of each other term. If any one or more of the terms of the Agreement becomes invalid, illegal or unenforceable at any time, the validity, legality and enforceability of the other terms of the Agreement shall not be affected thereby. |
12.9 | Any amendments or additions to the Agreement must be made in writing and shall be effective only after duly signed by the Parties. |
12.10 | Without the prior written consent of Party A, Party B shall not transfer any of its rights and/or obligations under the Agreement to any third party. Party A has the right to transfer any of its rights and/or obligations under the Agreement to any designated third party after notifying Party B, without violating the PRC laws. |
12.11 | This Agreement shall be binding on the legal successors of the Parties. |
12.12 | The Parties undertake that they will respectively declare and pay taxes and fees involved in transactions under the Agreement in accordance with the law. |
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[Signature Page of Exclusive Technical Consulting and Service Agreement]
IN WITNESS WHEREOF, the Exclusive Technical Consulting and Service Agreement is signed by and between the Parties hereunder at the date and place indicated at the beginning of the Agreement:
Xincheng (Shanghai) Information Technology Co., Ltd. (Seal) |
/s/ Seal of Xincheng (Shanghai) Information Technology Co., Ltd. |
Signature: | /s/ Nichole Jiang | |
Name: | Nichole Jiang | |
Title: | Legal representative |
Suzhou Taicheng Supply Chain Co., Ltd. (Seal) |
/s/ Seal of Suzhou Taicheng Supply Chain Co., Ltd. |
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager |
Exhibit 4.22
Intellectual Property License Agreement
This Intellectual Property License Agreement (hereinafter referred to as the Agreement) was entered into by and between the following two parties on June 2021 in Shanghai, the PRC.
(1) | Xincheng (Shanghai) Information Technology Co., Ltd., a wholly foreign-owned limited liability company incorporated under the PRC law with registered address of Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai and legal representative of Nichole Jiang (hereinafter referred to as the Licenser); and |
(2) | Suzhou Taicheng Supply Chain Co., Ltd., a limited liability company incorporated under the PRC law with registered address of Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou and legal representative of Xin Zhu (hereinafter referred to as the Licensee). |
(In the Agreement, the Licenser and the Licensee may be individually referred to as a Party and collectively as the Parties).
Whereas:
1. | The Licenser is a wholly foreign-owned enterprise incorporated in Shanghai, the PRC under the laws of the Peoples Republic of China, and owns the intellectual property rights as set out in Annex 1 of the Agreement (The Licenser shall issue Annex 1 to the Licensee separately after determining the contents of Annex 1, and shall update the contents of Annex 1 from time to time according to the actual situation); |
2. | The Licensee is a limited liability company incorporated in Shanghai, the PRC under the laws of the Peoples Republic of China; |
3. | The Licenser agrees to grant the Licensee the right to use the above intellectual property rights under the terms and conditions of the Agreement, and the Licensee agrees to accept the above license under the terms and conditions of the Agreement. |
Therefore, upon friendly negotiation, the two parties arrive at the following agreement for compliance in the spirit of equality and mutual benefit:
Article 1 License
1.1. | Intellectual property licensing |
In accordance with the terms of the Agreement, the Licenser agrees to grant the Licensee, and Licensee agrees to accept such grant of the right to use all or any part of the intellectual property rights set out in Annex 1 (hereinafter collectively referred to as Intellectual Property Rights) or to carry out business activities with these Intellectual Property Rights. The intellectual property license under the Agreement is non-exclusive, non-transferable and non-sub-licensable.
1.2. | Scope |
1.2.1. | The Licensee may only use the right to use the Intellectual Property Rights granted to it under the Agreement for its own business operations. Without the prior express written consent of the Licenser, the Licensee agrees not to directly or indirectly use in any other way or authorize others in any way to use all or part of the Intellectual Property Rights. |
1.2.2. | The license granted to the Licensee under the Agreement is only valid in the PRC and other regions permitted by the Licenser in writing from time to time. The Licensee agrees not to directly or indirectly use or authorize others in any way to use all or part of the Intellectual Property Rights in any other regions. |
1.3. | Standards for use of the Intellectual Property Rights |
When the Licensee uses the Intellectual Property Rights in accordance with the Agreement, it shall strictly abide by any standards or norms as required by the Licenser from time to time.
1.4. Confirmation by the Licensee
The Licensee confirms that, except for the rights or benefits granted to it under or according to the Agreement, it does not enjoy any right, ownership or interests of the Intellectual Property Rights.
Article 2 Payment Method and Audit
2.1. | The Licensee agrees to pay the Licenser a licensing fee, and the calculation method and payment method of such fee are specified in Annex 2 of the Agreement. |
2.2. | The Licenser shall be entitled to appoint its employees or CPAs from the PRC or any other country (hereinafter referred to as Licensers Authorized Representatives) to audit the Licensees accounts for the purpose of determining the calculation method and amount of the licensing fees at its own cost. Accordingly, the Licensee shall provide the Licensers Authorized Representatives with the documents, accounts, records and data, etc. required by the Licensers Authorized Representatives to facilitate the audit of the Licensees accounts and the determination of the amount of services fees by the Licensers Authorized Representatives. Save with any significant error, the amount of service fees shall be subject to the amount determined by the Licensers Authorized Representatives. |
Article 3 Goodwill
3.1. | The Licensee acknowledges the value of goodwill associated with the aforesaid Intellectual Property Rights, and confirms that the aforesaid Intellectual Property Rights as well as the rights and the goodwill (including but not limited to the goodwill arising from the use by the Licensee) associated with the aforesaid Intellectual Property Rights shall belong only to the Licenser. |
Article 4 Confidentiality
4.1. | The Licensee shall keep confidential any secret data and information (hereinafter referred to as Confidential Information) of the Licenser coming to knowledge of or accessible to the Licensee due to its acceptance of licensing of the aforesaid Intellectual Property Rights; and upon termination of the Agreement, the Licensee shall, at the request of the Licenser, return to the Licenser any documents, data or software containing the Confidential Information, or destroy the same, delete any Confidential Information from any relevant memory devices, and stop using such Confidential Information. Without the written consent of the Licenser, the Licensee shall not disclose, give or transfer such Confidential Information to any third party. The Licensee shall take necessary measures to disclose the Confidential Information only to the Licensees employees, agents or professional advisors needing to know the confidential information, and procure the Licensees employees, agents or professional advisors to observe the confidentiality obligations hereunder. |
4.2. | The above restrictions do not apply to: |
(1) | the data which have become generally accessible to the public at the time of disclosure; |
(2) | the data which have become generally accessible to the public after disclosure for any reason not ascribable to fault of the Licensee; |
(3) | the data which can be proven by the Licensee to have been obtained by it not directly or indirectly from other Party before disclosure; |
(4) | the aforesaid Confidential Information which either Party is obligated to disclose to relevant government agencies, stock exchanges and other institutions according to laws, or which either Party discloses to its direct legal advisors and financial advisors due to its normal business needs. |
4.3. The two parties agree that the terms shall survive any change to, and rescission or termination of the Agreement.
Article 5 Warranty
5.1. | The Licenser represents and warrants as follows: |
(1) | The Licenser is a limited liability company duly incorporated and subsisting under the PRC laws; |
(2) | The Licensers execution and performance of the Agreement is within its corporate capacity and the scope of its business operations. The Licenser has taken necessary corporate actions to be given due powers and has obtained the consents and approvals from the third parties or government agencies, and will not violate any restrictions in the laws and contracts that are binding or have influence on it; |
(3) | This Agreement shall upon execution constitute the Licensers legal, valid and binding obligations and shall be enforceable against the Licenser accordingly; |
(4) | The Licenser legally holds the Intellectual Property Rights hereunder. |
5.2. | The Licensee represents and warrants as follows: |
(1) | The Licensee is a limited liability company duly incorporated and validly subsisting under the PRC Laws; |
(2) | The Licensees execution and performance of the Agreement is within its corporate capacity and the scope of its business operations. The Licensee has taken necessary corporate actions to be given due powers and has obtained the consents and approvals from the third parties and government agencies, and will not violate any restrictions in the laws and contracts that are binding or have influence on it; |
(3) | It will promptly sign all the documents concerning the use of the Intellectual Property Rights that the Licenser deems it necessary or hopes to sign and handle all the matters concerning the use of the Intellectual Property Rights that the Licenser deems it necessary or hopes to handle; |
(4) | This Agreement shall upon execution constitute the Licensees legal, valid and binding obligations and shall be enforceable against the Licensee accordingly; |
(5) | Its execution and performance of the Agreement do not violate or conflict with all applicable laws in force, any agreement to which it is a party or which is binding on its assets, any court judgement, any award of arbitration authorities or any decision of administrative authorities. |
5.3. | The Licensee further warrants: |
(1) | The Licensee agrees not to doubt the Licensers licensing right and other rights over the aforesaid Intellectual Property Rights, not to doubt the validity of the Agreement and not to take any action or inaction that the Licenser deems may damage these rights and permissions within and after the validity period of the Agreement; |
(2) | The Licensee agrees to provide necessary assistance for the Licenser to protect the Licensers rights over the aforesaid Intellectual Property Rights. In case of any claim for compensation lodged by any third party regarding the Intellectual Property Rights, the Licenser may, at its own will, respond to the litigation concerning claim for compensation in its own name or in the name of the Licensee or both parties. In case of any third partys infringement upon the aforesaid Intellectual Property Rights, the Licensee shall, within the knowable range, immediately notify the Licenser of the infringement upon the aforesaid Intellectual Property Rights in writing; and only the Licenser has the right to decide whether or not to take actions against such an infringement; |
(3) | The Licensee agrees to use the aforesaid Intellectual Property Rights only according to the Agreement and not to use the said Intellectual Property Rights in any way deemed as deceitful or misleading by the Licenser or in other ways that may damage the aforesaid Intellectual Property Rights or the Licensers reputation. |
Article 6 Quality Terms
6.1. | The Licensee shall try its best to improve its business quality to protect and enhance the reputation represented by the aforesaid Intellectual Property Rights. |
Article 7 Publicity
7.1. | If, in any case, the Licensee needs to use any publicity materials involving the Intellectual Property Rights, the cost for producing the publicity materials shall be borne by the Licensee. The Licenser shall have the exclusive right over the copyright and other intellectual property rights of the publicity materials involving the Intellectual Property Rights under the Agreement, regardless whether the publicity materials are invented or used by the Licenser or the Licensee. The Licensee agrees not to make any publicity or advertisement involving the Intellectual Property Rights under the Agreement via any radio, TV, newspaper, magazine, Internet or other media without the Licensers prior written approval. |
Article 8 Entry into Force and Validity Period
8.1. | This Agreement shall enter into force on the first above written date hereof, and shall be valid for 10 years unless early terminated in accordance with relevant provisions under the Agreement. |
8.2. | Save as otherwise specified by the two parties in writing, the Agreement shall apply to other Intellectual Property Rights licensed to the Licensee by the Licenser at any time during the term of the Agreement. The Licenser and Licensee shall examine the contents of the Agreement once every three months after signing the Agreement to decide whether to make corresponding amendments or supplements to the Agreement according to the situation at the material time. |
8.3. | This Agreement shall be automatically extended for 10 years every time when the validity period of the Agreement expires, unless the Licenser sends a written notice of non-renewal three months in advance. However, the Licensee shall have no right to decide whether to renew the Agreement. |
Article 9 Filing
9.1. | Both parties shall go through record-filing formalities (if any) for the licensing of Intellectual Property Rights with relevant intellectual property right management departments under PRC laws within three months after they sign the Agreement and the Licenser obtains all the corresponding certificates of the Intellectual Property Rights. Both parties agree to sign or provide relevant documents required for such record-filing formalities according to the principles specified in the Agreement and the relevant laws. If the two parties make any amendments or supplements according to Article 8.2 above, they shall go through the record-filing formalities (if any) required for such amendments or supplements with relevant intellectual property right management departments under PRC laws. Both parties agree to sign or provide relevant documents required for such record-filing formalities according to the principles specified in the Agreement and the relevant laws. |
Article 10 Termination
10.1. | Unless extended according to relevant provisions herein, the Agreement shall terminate upon expiration of the Agreement or termination of the licensing right of the Intellectual Property Rights owned by the Licenser (whichever is the earlier). |
10.2. | Either Party may issue a written notice to the other Party who has seriously breached the Agreement, including but not limited to the obligations under Article 5.3 of the Agreement, but fails to make any rectification within 30 days after receiving the notice on the occurrence and existence of the said breach from the non-defaulting Party, to terminate the Agreement immediately, but the termination of the Agreement shall not impair the rights or remedies enjoyed by the Party proposing the termination under laws or for other reasons. |
10.3. | During the validity period of the Agreement, the Licenser may issue a written notice to the Licensee at any time to terminate the Agreement, which notice shall take effect after 30 days upon delivery. The Licensee shall not early terminate the Agreement, save under the circumstances specified in Article 11.2. |
10.4. | Article 3, Article 4, Article 5.3, Article 14 and Article 15 shall survive the termination or cancellation of the Agreement. |
Article 11 Force Majeure
11.1. | Force majeure events refer to any events which are beyond the reasonable control of either Party and are still inevitable with the reasonable attention of the affected Party, including but not limited to government action, natural disaster, fire, explosion, storm, flood, earthquake, tide, lightning or war. However, inadequate credit, funds or financing shall not be deemed as events beyond the reasonable control of either Party. Either Party seeking exemption from performing the responsibilities under the Agreement or any term of the Agreement due to the impact of force majeure events shall notify the other Party of such exemption from responsibilities. |
11.2. | When the performance of the Agreement is delayed or hindered by the force majeure events as defined above, the party affected by the force majeure shall not bear any responsibilities arising therefrom under the Agreement within the scope of being delayed or hindered. The affected Party shall take appropriate measures to reduce or eliminate the impact of force majeure and make reasonable and feasible efforts to restore the performance of the obligations delayed or hindered by the force majeure so as to be exempt from performing the responsibilities within the scope of being delayed or hindered only. Once the force majeure events are eliminated, both parties shall agree to do their utmost to restore the performance of provisions under the Agreement. |
Article 12 Notices
12.1. | Any notice or other correspondence sent by either Party according to the Agreement shall be made in writing in Chinese, and shall be deemed as served if it is sent to the following addresses of the relevant Party or the two parties by personal delivery, registered mail, prepaid mail, recognized courier service or fax. |
Licenser: Xincheng (Shanghai) Information Technology Co., Ltd.
Address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
Tel: ***********
Email: ***********
Recipient: Nichole Jiang
Licensee: Suzhou Taicheng Supply Chain Co., Ltd.
Address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
Tel: ***********
Email: ***********
Recipient: Xin Zhu
Article 13 Retransferring and Sublicensing
13.1. | Without the prior written consent of the Licenser, the Licensee shall not transfer or transfer in disguised form any of its rights or obligations under the Agreement, and shall not sublicense in any form any license under this agreement to any third party for use or utilization, nor shall it perform any other acts that may affect the Licensers rights under the Agreement. The Licenser may transfer its rights and obligations under the Agreement to any third party without the consent of the Licensee, but it shall inform the Licensee of the aforesaid transfer. |
Article 14 Settlement of Disputes
14.1. | Any dispute between the two parties arising from the interpretation and performance of terms hereunder shall be settled through good faith negotiation between the two parties. If both parties are still unable to reach an agreement on the settlement of such dispute within 30 days after either Party requires resolving the dispute through negotiation, either Party may submit the dispute to Shanghai Arbitration Commission for arbitration in accordance with its arbitration rules in effect at the time. The arbitration place is Shanghai and the language used in the arbitration is Chinese. The arbitration award shall be final and equally binding on both parties. |
14.2. | Except for the matters under dispute, the two parties shall in good faith continue to perform their respective obligations under the Agreement. |
Article 15 Governing Laws
15.1. | The execution, validity, performance and interpretation of the Agreement as well as the settlement of disputes shall be governed and interpreted in accordance with the PRC laws. |
Article 16 Miscellaneous
16.1. | Amendments and supplements |
The parties shall amend and supplement the agreement in writing. Amendments and supplements to the Agreement duly signed by both parties shall constitute an integral part of the Agreement and shall have the same legal effect as the Agreement.
16.2. | Severability |
The parties hereby confirm that the Agreement is a fair and reasonable agreement between the parties on the basis of equality and mutual benefit. If any provision of the Agreement is invalid or unenforceable due to inconsistency with the relevant laws, such provision shall be invalid or unenforceable only within the jurisdiction of the relevant laws and shall not affect the legal effect of other provisions of the Agreement.
16.3. | Abstention |
The failure of either Party to exercise any right, power or privilege under the Agreement shall not be treated as a waiver of the same. The single or partial exercise of any right, power or privilege shall not exclude the exercise of any other right, power or privilege.
16.4. | Annexes |
Annexes to the Agreement shall be an integral part of the Agreement and shall have the same legal effect as the Agreement.
[The remainder of this page is intentionally left blank]
Accordingly, in witness whereof, both parties have caused their authorized representatives to sign the Agreement on the first above written date hereof.
Xincheng (Shanghai) Information Technology Co., Ltd. (Seal) | ||
/s/ Seal of Xincheng (Shanghai) Information Technology Co., Ltd. | ||
Signature: | /s/ Nichole Jiang | |
Name: | Nichole Jiang | |
Title: | Legal representative | |
Suzhou Taicheng Supply Chain Co., Ltd. (Seal) | ||
/s/ Seal of Suzhou Taicheng Supply Chain Co., Ltd. | ||
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager |
Annex 1:
Intellectual property rights
Annex 2:
Methods for calculation and payment of licensing fees
The licensing fees under the Agreement shall be a certain proportion of the total business income of the Licensee in the current year (the specific proportion shall be adjusted once a year, which shall be determined by both parties through negotiation according to the relevant resolutions of their respective board of directors). Such licensing fees shall be calculated quarterly and paid by the Licensee to the Licenser within 15 days after the end of each quarter. If the Licenser deems it necessary for the development of the Licensees business, the Licenser shall have the right to waive all or any portion of the Licensees licensing fees payable to the Licenser.
If the Licenser considers that the licensing fees agreed in this article are unreasonable for some reason and need to be adjusted, the Licensee shall actively and honestly consult with the Licenser within ten working days after the date of the Licensers written request for adjusting the fees, to determine the new charging standard or mechanism. If the Licensee fails to reply within ten working days upon receipt of the above adjustment notice, it shall be deemed to have acquiesced to the adjustment of such fees. If requested by the Licensee, the Licenser shall negotiate with the Licensee on the adjustment of licensing fees.
Exhibit 4.23
Shareholders Voting Rights Proxy Agreement
The Shareholders Voting Rights Proxy Agreement (hereinafter referred to as the Agreement) is entered into by the following parties on June 2021:
1. | Certain shareholders of Suzhou Taicheng Supply Chain Co., Ltd. (hereinafter referred to as Parties A) |
Suzhou Xiecheng Trade Co., Ltd.
Registered address: 1503e, Tianxi building, No. 161, Sanxiang Road, Suzhou
2. | Xincheng (Shanghai) Information Technology Co., Ltd. (hereinafter referred to as Party B) |
Registered address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
3. | Suzhou Taicheng Supply Chain Co., Ltd. (hereinafter referred to as the Company) |
Registered address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
(the above parties are hereinafter individually referred to as a Party and collectively as the Parties)
Whereas:
1. | Parties A are the current registered shareholders of the Company and collectively hold 100% of the Companys equity; their contributions to the Companys Registered Capital and shareholding percentage as at the date of execution of the Agreement are set out in Annex I. |
2. | Parties A signed the Equity Pledge Agreement on the above equity with Party B on the same day as the signing of the Agreement; |
3. | Parties A intend to entrust individuals designated by Party B to exercise all the shareholders voting rights they enjoy in the Company (including shareholders voting rights formed by any form of capital increase during the validity period of the Agreement). Party B intends to designate individuals to accept such entrustment; |
The Parties hereby agree as follows through friendly negotiation:
Article 1 Entrustment of Voting Rights
1.1 | Parties A hereby irrevocably undertake that they shall execute a power of attorney with the same content and format as set forth in Annex II upon signing the Agreement and authorize the designee of Party B (hereinafter referred to as the Trustee) to exercise, on their behalf, all rights of Parties A entitled as the Shareholders of the Company based on the trustees own will and discretion under the then-effective articles of association of the Company as follows (hereinafter referred to as the Entrusted Rights): |
(1) | to act as the proxy of Parties A to propose to convene and attend the shareholders meeting according to the articles of association of the Company; |
(2) | to act as the proxy of Parties A to exercise voting rights on all matters requiring discussion and resolution at the shareholders meeting, including but not limited to the appointment and election of directors of the Company and other senior management to be appointed or removed by the Shareholders; |
(3) | other shareholders voting rights under the articles of association of the Company (including any other shareholders voting rights stipulated in the articles of association as amended); |
(4) | Other voting rights entitled to Shareholders stipulated by the PRC laws and regulations (including amendments, changes, additions and re-enactment, regardless of their effective date before or after the conclusion of the Agreement). |
The above authorization and entrustment are based on the premise that the Trustee is a Chinese citizen and Party B agrees to the above authorization and entrustment. If and only if Party B informs Parties A in writing of the replacement of the Trustee, Parties A shall immediately designate the other Chinese citizen designated by Party B at the time to exercise the above Entrusted Rights; the new authorization and entrustment replacing the original one once made, each of Parties A shall separately sign a power of attorney with the newly designated personnel of Party B with the same content and format as set forth in Annex II of the Agreement; and Parties A may not revoke their entrustment and authorization to the Trustee.
1.2 | Party B shall procure the Trustee to perform the fiduciary obligations legally and diligently within the authorized scope specified in the Agreement; Parties A shall acknowledge and assume responsibilities for any legal consequences arising from the Trustees exercise of the Entrusted Rights. |
1.3 | Parties A hereby agree that the Trustee is not required to seek opinion from Parties A prior to the exercise of the Entrusted Rights. However, the Trustee shall notify Parties A immediately of any resolution or proposal on convening an extraordinary shareholders meeting after such resolution or proposal is made. The Trustee shall provide the relevant minutes of the meeting and the text of the resolution to the Shareholders after the relevant shareholders meeting is held or the relevant shareholders resolution is made. |
Article 2 Right to Information
2.1 | For the purpose of exercising the Entrusted Rights in the Agreement, the Trustee is entitled to learn about any information in relation to the Companys operation, business, customers, finance, and employees, and inspect related materials. The Company shall, and Parties A shall procure the Company to, use all its best endeavors to cooperate. |
Article 3 Exercise of Entrusted Rights
3.1 | Parties A shall offer full assistances to the Trustee with regard to the exercise of the Entrusted Rights, including, as necessary, timely execution of shareholders resolution and other related legal documents adopted by the Trustee, such as documents to meet the requirement of governmental approvals, registration or filings. |
3.2 | If at any time within the term of the Agreement, the grant or exercise of Entrusted Rights is impossible for whatever cause (excluding the breach of Agreement by the Shareholders or the Company), the Parties shall seek a similar alternative solution, and if necessary, enter into supplementary agreement to amend or adjust the terms and conditions of the Agreement to assure the realization of the purpose of the Agreement. |
Article 4 Liability Exemption and Indemnity
4.1 | The Parties hereby acknowledge that Party B shall not be required to be liable to or compensate any other Party or any third party financially or otherwise for the exercise of the Entrusted Rights under the Agreement by its designated individuals. |
4.2 | Parties A and the Company agree to indemnify and hold Party B harmless against all losses incurred or possibly incurred as a result of the exercise of the Entrust Rights by the designated Trustee, including but not limited to losses resulted from litigations, demands, arbitrations, claims against Party B by any third party or from administrative investigation, penalties, provided that such losses are not caused by the Trustees willful default or gross negligence. |
Article 5 Representations and Warranties
5.1 | Each of Parties A hereby represents and warrants as follows: |
(1) | If it is a Chinese citizen or limited liability company, it shall have full capacity for civil conduct and civil rights, have the independent legal status and have obtained appropriate authorization to execute, deliver and perform the Agreement, and may act as the subject of litigation independently. If it is another organization, it shall have obtained appropriate authorization to execute, deliver and perform the Agreement, and may act as the subject of litigation independently; |
(2) | It has full internal powers and authorizations for the signing and delivery of the Agreement and all other documents relating to the transactions referred to in the Agreement that it will sign, and it has full power and authority to complete the transactions described in the Agreement. This Agreement is legally and properly signed and delivered. This Agreement constitutes a legal and binding obligation on it and may be enforceable against it under the terms of the Agreement; |
(3) | It is a registered legal shareholder of the Company at the time of entry into force of the Agreement. Except for the rights set out in the Agreement and the Equity Pledge Agreement (including revisions, additions or restatements from time to time) and Exclusive Call Option Agreement (including revisions, additions or restatements from time to time) signed by Parties A, the Company and Party B, the Entrusted rights are free of any third party right. According to the Agreement, the Trustee may completely and fully exercise the Entrusted Rights in accordance with the then-effective articles of associations of the Company; |
(4) | The execution and performance of the Agreement do not violate or conflict with all applicable laws in force, any agreement to which they are Parties or which binds on their assets, any court judgement, any arbitration award, or any decision of administrative authorities. |
5.2 | Party B and the Company hereby separately represents and warrants as follows: |
(1) | It is a limited liability company duly incorporated and legally existing under the law of the place of registration. It has an independent legal personality and has the complete and independent legal status and legal capacity to execute, deliver and perform the Agreement, and may act as the subject of litigation independently. |
(2) | It has full internal corporate powers and authorization for the signing and delivery of the Agreement and all other documents relating to the transactions referred to in the Agreement that it will sign, and it has full power and authority to complete the transactions described in the Agreement. |
(3) | It guarantees that the Trustee will fully and timely comply with and perform the provisions made to the Trustee under the Agreement as if the Trustee was a Party to the Agreement. |
5.3 | The Company further represents and warrants that Parties A are the registered legal shareholders of the Company at the time of entry into force of the Agreement. Except for the rights set out in the Agreement and the Equity Pledge Agreement (including revisions, additions or restatements from time to time) and Exclusive Call Option Agreement (including revisions, additions or restatements from time to time) signed by Parties A, the Company and Party B, the Entrusted rights are free of any third party right. According to the Agreement, the Trustee may completely and fully exercise the Entrusted Rights in accordance with the then-effective articles of associations of the Company. |
Article 6 Duration of the Agreement
6.1 | This Agreement shall become effective on the date of formal signing by all Parties; unless the Parties agree in writing to terminate in advance or the Agreement is terminated in advance according to the provisions of Article 9.1 herein, the Agreement shall continue to be valid. |
6.2 | If any of Parties A transfer all its equity interest in the Company with the prior consent of Party B, it shall cease to be a Party of the Agreement, while the obligations and undertakings of the other shareholders under the Agreement shall not be adversely affected. Each Shareholder who is permitted to transfer its equity shall procure and ensure that its assignee continues to perform the obligations of Parties A under the Agreement. |
Article 7 Notice
7.1 | Any notice, request, claim and other correspondence required by the Agreement or made under the Agreement shall be delivered to the Parties in writing. |
7.2 | Any notice hereunder shall be sent to the following addresses (unless changes of address are notified in writing) by personal delivery, facsimile or registered mail. It shall be deemed as served on the date of receipt recorded on the receipt of the registered mail if posted by registered mail; it shall be deemed as served on the date of transmission if delivered in person or transmitted by facsimile. If it is transmitted by facsimile, the original shall be sent to the following addresses by registered mail or personal delivery. |
Party B: Xincheng (Shanghai) Information Technology Co., Ltd.
Address: Floor 1, building 1, No. 977, Shangfeng Road, Pudong New Area, Shanghai
Tel: ***********
Email: ***********
Recipient: Minhao Zhou
Party A: Suzhou Xiecheng Trade Co., Ltd.
Address: 1503e, Tianxi building, No. 161, Sanxiang Road, Suzhou
Fax:
Tel: ***********
Email: ***********
Company: Suzhou Taicheng Supply Chain Co., Ltd.
Address: Room 401, South B, No. 17 and 19, songxianzhou lane, Gusu District, Suzhou
Tel: ***********
Email: ***********
Recipient: Xin Zhu
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Article 8 Confidentiality Obligations
8.1 | During the validity of the Agreement and after termination of the Agreement, the Parties shall keep the other Parties trade secrets, proprietary information, customer information and all other information of a confidential nature of any other Party (hereinafter referred to as Confidential Information) obtained during the entering into and performance of the Agreement strictly confidential. The Party receiving the Confidential Information shall not disclose the Confidential Information to any other third party except for the prior written consent of the Party disclosing the Confidential Information or disclosure as required by the relevant laws and regulations as well as the rules of the listing exchange where the affiliate of a Party is listed. The Party receiving the Confidential Information shall not use or indirectly use the Confidential Information, except for the purpose of performing the Agreement. |
8.2 | The following information is not confidential: |
(1) | any information previously known by the Party receiving the information through legal means as proved by documentary evidence; |
(2) | information that enters the public domain not due to the fault of the Party receiving the information; or |
(3) | any information lawfully acquired by the Party receiving the information through other sources after its receipt of such information. |
8.3 | The Party receiving the information may disclose Confidential Information to its employees and agents concerned or professionals it hired; nevertheless, the Party receiving the information shall ensure that the above persons comply with the terms and conditions of the Agreement, and shall assume any liability arising from the violation of the relevant terms and conditions of the Agreement by the above persons. |
8.4 | Notwithstanding any other provisions of the Agreement, the validity of the provisions of this Article shall not be affected by the termination of the Agreement. |
Article 9 Default Liability
9.1 | The Parties agree and confirm that if any Party (hereinafter referred to as the Defaulting Party) materially violates any of the provisions of the Agreement or substantially fails or delays to perform any of the obligations under the Agreement, it shall constitute the breach of contract under the Agreement (Default) and other non-defaulting Parties (hereinafter referred to as the Non-defaulting Parties) shall have the right to require the Defaulting Party to correct or take remedial measures within a reasonable period of time. If the Defaulting Party fails to correct or take remedial measures within a reasonable period of time or within ten (10) days after the other Party has notified the Defaulting Party in writing of correction request: |
(1) | If any of Parties A or the Company is the Defaulting Party, Party B shall have the right to terminate the Agreement and request the Defaulting Party to pay for damages; |
(2) | If Party B is the Defaulting Party, the Non-defaulting Parties shall have the right to request Party B to pay for damages; unless otherwise stipulated by law or agreed by the Parties, it shall have no right to terminate or cancel the Agreement in any circumstances. |
9.2 | Notwithstanding any other provisions of the Agreement, the validity of this Article shall not be affected by the suspension or termination of the Agreement. |
Article 10 Miscellaneous
10.1 | This Agreement is written in Chinese and executed in multiple counterparts, with one (1) to be retained by each Party hereto. The rest is used to go through relevant procedures, and each original contract has the same legal effect. |
10.2 | The conclusion, effectiveness, performance, modification, interpretation and termination of the Agreement shall be governed by the PRC law. |
10.3 | Any disputes arising under the Agreement and relating to the Agreement shall be settled through negotiation between the Parties. If the Parties cannot reach a consensus within thirty (30) days after the dispute arises, the dispute may be submitted by any Party to the Shanghai Arbitration Commission for arbitration according to the effective arbitration rules for the time being. The arbitration place is Shanghai and the language used in the arbitration is Chinese. The arbitral award is the final decision and equally binding on the Parties to the Agreement. |
10.4 | Any rights, powers, and remedies entitled to the Parties by the terms of the Agreement shall not exclude any other rights, powers, and remedies entitled to the Parties by the law and other terms of the Agreement and any Partys execution of rights, powers and remedies shall not exclude the execution of other rights, powers and remedies entitled to such Party. |
10.5 | The failure or delay to exercise any rights, powers and remedies (hereinafter referred to as Such Rights) under the Agreement or entitled by the law shall not result in the waiver of Such Rights. The waiver of any and part of Such Rights shall not preclude such Party from exercising Such Rights in other ways and exercising other Such Rights. |
10.6 | The Annexes set forth in the Agreement are an integral part of the Agreement and shall have the same legal effect as the provisions of the main body of the Agreement. |
10.7 | The headings of each section in the Agreement are for reference only. Such headings shall not be used for or affect the interpretation of the provisions of the Agreement under any circumstances. |
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10.8 | Each term of the Agreement may be severable and independent of each other term. If any one or more of the terms of the Agreement becomes invalid, illegal or unenforceable at any time, the validity, legality and enforceability of the other terms of the Agreement shall not be affected thereby. |
10.9 | Any amendments or additions to the Agreement must be made in writing and shall be effective only after duly signed by all the Parties. |
10.10 | Without the prior written consent of Party B, other Parties shall not transfer any of its rights and/or obligations under the Agreement to any third party. Parties A and the Company hereby agree that Party B shall have the right to transfer any of its rights and/or obligations hereunder to any third party after notifying Parties A and the Company in writing. |
10.11 | This Agreement shall be binding on the legal successors of the Parties. |
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[Signature Page of Shareholders Voting Rights Proxy Agreement]
IN WITNESS WHEREOF, the Agreement is signed by the Parties hereunder on the first above written date hereof.
Xincheng (Shanghai) Information Technology Co., Ltd. | ||
(Seal) | ||
/s/ Seal of Xincheng (Shanghai) Information Technology Co., Ltd. | ||
Signature: | /s/ Nichole Jiang | |
Name: | Nichole Jiang | |
Title: | Legal representative | |
Suzhou Taicheng Supply Chain Co., Ltd. | ||
(Seal) | ||
/s/ Seal of Suzhou Taicheng Supply Chain Co., Ltd. | ||
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager |
Suzhou Xiecheng Trade Co., Ltd. | ||
(Seal) | ||
/s/ Seal of Suzhou Xiecheng Trade Co., Ltd. | ||
Signature: | /s/ Xin Zhu | |
Name: | Xin Zhu | |
Title: | General Manager |
Annex I:
General Information of the Company
Company name: Suzhou Taicheng Supply Chain Co., Ltd.
Ownership structure:
Names of shareholders |
Contribution in the Company Registered Capital (RMB) |
Shareholding percentage |
||||||
Suzhou Xiecheng Trade Co., Ltd. |
10,000,000 | 100.00 | % | |||||
|
|
|
|
|||||
Total |
10,000,000 | 100.00 | % | |||||
|
|
|
|
Annex II:
Power of Attorney
This Power of Attorney (hereinafter referred to as the Power of Attorney) was signed by [name of shareholder] (address: , ID number: ) on and issued to (address: , ID number: ) (hereinafter referred to as the Trustee).
I, [ ], hereby confer a full power of attorney on the Trustee and authorize the Trustee to exercise my following rights entitled as the shareholder of Suzhou Taicheng Supply Chain Co., Ltd. (hereinafter referred to as the Company) as my proxy based on the Trustees own will and discretion:
(1) | to act as my proxy to propose to convene and attend the shareholders meeting according to the articles of association of the Company; |
(2) | to act as my proxy to exercise the voting right on all matters requiring discussion and resolution at the shareholders meeting, including but not limited to the appointment and election of directors of the Company and other senior management to be appointed or removed by Parties A; |
(3) | to act as my proxy to exercise other shareholders voting rights under the articles of association of the Company (including any other shareholders voting rights stipulated in the articles of association as amended). |
(4) | Other voting rights entitled to Shareholders stipulated by the PRC laws and regulations (including amendments, changes, additions and re-enactment, regardless of their effective date before or after issuance of this Power of Attorney). |
I hereby irrevocably acknowledge that unless [Party B] (the Party B) issues me an order requesting for the replacement of the Trustee, the validity period of this Power of Attorney shall be extended to the date of expiry or before early termination of the Shareholders Voting Rights Proxy Agreement (including any modification or restatement) signed by Party B, the Company and Parties A on [ ].
I hereby make this authorization.
Name: [Name of shareholder] | ||
Signature: |
| |
Date: |
|
Exhibit 8.1
Principal Subsidiaries and VIEs of the Registrant
Principal Subsidiaries | Place of Incorporation | |
Boqii Corporation Limited | Hong Kong | |
Boqii International Limited | Hong Kong | |
Xingmu International Limited | British Virgin Islands | |
Xingmu HK Limited | Hong Kong | |
Nanjing Xinmu Information Technology Co., Ltd. | PRC | |
Xincheng (Shanghai) Information Technology Co., Ltd. | PRC | |
Shanghai Yiqin Pets Products Co., Ltd. | PRC | |
VIE | Place of Incorporation | |
Guangcheng (Shanghai) Information Technology Co., Ltd. | PRC | |
Nanjing Xingmu Biotechnology Co., Ltd. | PRC | |
Suzhou Taicheng Supply Chain Co., Ltd. | PRC | |
Significant Subsidiaries of VIEs | Place of Incorporation | |
Boqii (Shanghai) Information Technology Co., Ltd. | PRC | |
Tianjing Guangcheng Information Technology Co., Ltd. | PRC | |
Nanjing Cuida Biotechnology Co. Ltd. | PRC | |
Taizhou Xingmu Biotechnology Co., Ltd. | PRC |
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Hao (Louis) Liang, certify that:
1. | I have reviewed this annual report on Form 20-F of Boqii Holding Limited (the Company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors: |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: July 27, 2022 | ||
By: |
/s/ Hao (Louis) Liang | |
Name: |
Hao (Louis) Liang | |
Title: |
Chief Executive Officer |
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Yingzhi (Lisa) Tang, certify that:
1. | I have reviewed this annual report on Form 20-F of Boqii Holding Limited (the Company); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Companys other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Evaluated the effectiveness of the Companys disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(c) | Disclosed in this report any change in the Companys internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting; and |
5. | The Companys other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Companys auditors and the audit committee of the Companys board of directors: |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companys ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal control over financial reporting. |
Date: July 27, 2022 | ||||||
By: |
/s/ Yingzhi (Lisa) Tang | |||||
Name: |
Yingzhi (Lisa) Tang | |||||
Title: |
Chief Financial Officer |
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Boqii Holding Limited (the Company) on Form 20-F for the fiscal year ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Hao (Louis) Liang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 27, 2022
By: | /s/ Hao (Louis) Liang | |
Name: | Hao (Louis) Liang | |
Title: | Chief Executive Officer |
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the annual report of Boqii Holding Limited (the Company) on Form 20-F for the fiscal year ended March 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Yingzhi (Lisa) Tang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: July 27, 2022
By: |
/s/ Yingzhi (Lisa) Tang | |
Name: |
Yingzhi (Lisa) Tang | |
Title: |
Chief Financial Officer |
Exhibit 15.1
Our ref DLK/675098-000007/24306082v2
Boqii Holding Limited
6F, Building 1
No.399 Shengxia Road
Pudong New District
Shanghai
Peoples Republic of China
27 July 2022
Dear Sirs
Boqii Holding Limited
We have acted as Cayman Islands legal advisers to Boqii Holding Limited (the Company) in connection with the Companys annual report on Form 20-F for the fiscal year ended March 31, 2022 (Form 20-F), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933.
We hereby consent to the filing of this opinion as an exhibit to the Form 20-F and to the reference to our name under the heading Item 10. Additional Information E. Taxation included in the Form 20-F, and further consent to the incorporation by reference into the Registration Statements on Form S-8 (No. 333-256675) and Form S-8 (No. 333-265313). In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP |
Maples and Calder (Hong Kong) LLP
Exhibit 15.2
July 27, 2022
To: | Boqii Holding Limited |
Building 9, No. 388, Shengrong Road
Pudong New District
Shanghai 201210
Peoples Republic of China
Dear Sir/Madam,
We hereby consent to the references to our firms name under the headings Item 3. Key InformationContractual Arrangements with the VIEs and their Respective Shareholders and Item 4. Information on the Company4.C. Organizational StructureContractual Arrangements with the VIEs and their Respective Shareholders in Boqii Holding Limiteds annual report on Form 20-F for the year ended March 31, 2022 (the Annual Report), which will be filed with the Securities and Exchange Commission (the SEC) on the date hereof. We also consent to the filing of this consent letter with the SEC as an exhibit to the Annual Report.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours sincerely,
/s/ Commerce & Finance Law Offices |
Commerce & Finance Law Offices
Exhibit 15.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 (No. 333-256675) and Form S-8 (No.333-265313) of Boqii Holding Limited of our report dated July 27, 2022 relating to the financial statements, which appears in this Form 20-F.
/s/ PricewaterhouseCoopers Zhong Tian LLP |
PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the Peoples Republic of China
July 27, 2022
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