波奇宠物美股招股说明书(2020-09-30版)

424B5 1 d893404d424b5.htm 424(B)(5) Table of ContentsFiled Pursuant to Rule 424(b)(5) Registration No. 333-248641 7,000,000 American Depositary Shares Boqii Holding Limited Representing 5,250,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Boqii Holding Limited. We are offering a total of 7,000,000 ADSs, each representing 0.75 of our Class A ordinary shares, par value US$0.001 per share. The underwriters may also purchase up to 1,050,000 additional ADSs within 30 days. Prior to this offering, there has been no public market for the ADSs. The initial public offering price is US$10.0 per ADS. We have been approved to list the ADSs representing our Class A ordinary shares on the New York Stock Exchange, or the NYSE under the symbol “BQ.” Immediately prior to the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Our founder, Hao (Louis) Liang, and co-founders, Yingzhi (Lisa) Tang and Di (Jackie) Chen (each, a “Founder,” and collectively, the “Founders”), will beneficially own all of our issued Class B ordinary shares. The Class B ordinary shares will constitute approximately 19.2% of our total issued and outstanding share capital immediately after the completion of this offering and 82.6% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming the underwriters do not exercise their over-allotment option. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes and 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 ultimate beneficial ownership of any Class B ordinary share to a person who is not a Founder or an affiliate of a Founder, each of such Class B ordinary shares will be automatically and immediately converted into one Class A ordinary share. See “Description of Share Capital.” Immediately following the completion of this offering, we will be a “controlled company” within the meaning of the NYSE rules. See “Principal Shareholders.” Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Price US$10.00 per ADS We are an “emerging growth company” under the U.S. federal securities laws and will be subject to reduced public company reporting requirements. Investing in the ADSs involves risks. See “Risk Factors” beginning on page 19 of this prospectus. Per ADS Total Public offering price US$10.00 US$70,000,000 Underwriting discounts and commissions(1) US$0.70 US$4,900,000 Proceeds, before expenses, to us US$9.30 US$65,100,000 (1)For a description of additional compensation payable to the underwriters, see “Underwriting.” The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on October 2, 2020. Roth Capital Partners CMBI Valuable Capital LimitedThe date of this prospectus is September 29, 2020. Table of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 19 Cautionary Statement Regarding Forward-Looking Statements 70 Use of Proceeds 71 Dividend Policy 72 Capitalization 73 Dilution 78 Enforceability of Civil Liabilities 80 Our History and Corporate Structure 82 Selected Consolidated Financial Data 89 Management’s Discussion and Analysis of Financial Condition and Results of Operations 93 Industry 121 Business 129 Regulation 154 Management 173 Principal Shareholders 180 Related Party Transactions 184 Description of Share Capital 188 Description of American Depositary Shares 201 Shares Eligible for Future Sale 209 Taxation 211 Underwriting 217 Expenses Relating to this Offering 228 Legal Matters 229 Experts 230 Where You Can Find Additional Information 231 Index to Consolidated Financial Statements F-1 We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters have not authorized any other person to prov