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2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm1/364F-1 1 d715255df1.htm FORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on December 20,2022.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUnderThe Securities Act of 1933 QuantaSing Group Limited(Exact name of Registrant as specified in its charter)Cayman Islands 8200 Not Applicable(State or other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(I.R.S.Employer Identification Number)Room 710,5/F,Building No.1,Zone No.1,Ronghe RoadChaoyang District,Beijing 100102Peoples Republic of China 86-10 6493-8177(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(800)221-0102(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Dan Ouyang,Esq.Wilson Sonsini Goodrich&Rosati Professional Corporation Unit 2901,29F,Tower C,Beijing Yintai Centre No.2 Jianguomenwai Avenue Chaoyang District,Beijing 100022 Peoples Republic of China 86-10 6529-8300 Benjamin Su,Esq.Daying Zhang,Esq.Latham&Watkins LLP18th Floor,One Exchange Square8 Connaught PlaceCentral,Hong Kong 852 2912-2500 Approximate date of commencement of proposed sale to the public:As soon as practicable after this registration statement becomes effective.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will filea further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a)of the SecuritiesAct of 1933,as amended,or until the registration statement will become effective on such date as the Securities and Exchange Commission,acting pursuant tosaid Section 8(a),may determine.2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm2/364The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April 5,2012.2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm3/364Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSubject to Completion,dated American Depositary Shares QuantaSing Group LimitedRepresenting Class A Ordinary Shares This is an initial public offering of American Depositary Shares(“ADSs”)by QuantaSing Group Limited.Each ADS represents of ourClass A ordinary shares,par value US$0.0001 per share.We anticipate that the initial public offering price per ADS will be between US$and US$.Prior to this offering,there has been no public market for the ADSs.We have applied to list the ADSs on the Nasdaq Stock Market,under the symbol“QSG.”Immediately prior to the completion of this offering,our issued and outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares.Mr.Peng Li,our founder,chairman and chief executive officer,will beneficially own all of such issued Class B ordinary shares and will be able to exercise%of thetotal voting power of such issued and outstanding share capital immediately following the completion of this offering,assuming that the underwriters do not exercisetheir option to purchase additional ADSs.Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights.Holder of each Class A ordinary share is entitled to one vote,and holder of each Class B ordinary share is entitled to ten votes.At the option of the holder of Class Bordinary shares,each Class B ordinary share is convertible into one Class A ordinary share at any time.Class A ordinary shares are not convertible into Class B ordinaryshares under any circumstances.For further information,see“Description of Share Capital.”We are an“emerging growth company”as that term is used in the Jumpstart Our Business Startups Act of 2012,as amended,and,as such,may elect to comply withcertain reduced public company reporting requirements in future reports after the completion of this offering.Upon the completion of this offering,we will be a“controlled company”as defined under corporate governance rules of the Nasdaq Stock Market,becauseMr.Peng Li,our founder,chairman and chief executive officer,will beneficially own%of our then issued and outstanding ordinary shares and will be able toexercise%of the total voting power of our issued and outstanding ordinary shares immediately after the consummation of this offering,assuming theunderwriters do not exercise their option to purchase additional ADSs.As a result,Mr.Peng Li will have the ability to control or significantly influence the outcome ofmatters requiring approval by shareholders.For further information,see“Principal Shareholders”and“Risk Factor Risks Related to the ADSs and this Offering We will be a“controlled company”within the meaning of the Nasdaq Stock Market listing rules and,as a result,may rely on exemptions from certain corporategovernance requirements that provide protection to shareholders of other companies.”QuantaSing Group Limited is a Cayman Islands holding company and not a Chinese operating company.We carry out our business in China through our wholly-owned PRC subsidiary(“WFOE”)and its contractual arrangements,commonly known as the VIE structure,with a variable interest entity(the“VIE”)and its subsidiaries(collectively,the“affiliated entities”)based in China.The VIE structure is used to provide investors with exposure to foreign investment in China-based companieswhere the PRC law restricts direct foreign investment in certain operating companies,such as certain value-added telecommunication services and other internet relatedbusiness.Neither QuantaSing Group Limited nor our WFOE owns any equity interests in the affiliated entities.Our contractual arrangements with the VIE and itsnominee shareholder are not equivalent of an investment in the equity interest of the VIE,and investors may never hold equity interests in the Chinese operatingcompanies,including the affiliated entities.Instead,we are regarded as the primary beneficiary of the VIE and consolidate the financial results of the affiliated entitiesunder U.S.GAAP in light of the VIE structure.Investors in the ADSs are purchasing the equity securities of QuantaSing Group Limited,the Cayman Islands holdingcompany,rather than the equity securities of the affiliated entities.As used in this prospectus,“we,”“us,”“our company,”“our,”“QuantaSing,”or“QuantaSing Group”refers to QuantaSing Group Limited,together as a group with its subsidiaries,and,in the context of describing the substantive operations and financial informationrelating to such operations of QuantaSing Group Limited and its subsidiaries and the affiliated entities as a whole,refers to QuantaSing Group Limited and itssubsidiaries and the affiliated entities.The VIE structure involves unique risks to investors in the ADSs.It may not provide effective operational control over theaffiliated entities and also faces risks and uncertainties associated with,among others,the interpretation and the application of the current and future PRC laws,regulations and rules to such contractual arrangements.As of the date of this prospectus,the agreements under the contractual arrangements among our WFOE,the VIEand its nominee shareholder have not been tested in a court of law.If the PRC regulatory authorities find these contractual arrangements non-compliant with therestrictions on direct foreign investment in the relevant industries,or if the relevant PRC laws,regulations and rules or their interpretation change in the future,we couldbe subject to severe penalties or be forced to relinquish our interests in the VIE or forfeit our rights under the contractual arrangements.The PRC regulatory authoritiescould disallow the VIE structure at any time in the future,which would cause a material adverse change in our operations and cause the value of our securities youinvested in this offering to significantly decline or become worthless.For further information,see“Risk Factors Risks Related to Our Corporate Structure.”We face various legal and operational risks and uncertainties related to doing business in China as we,through our WFOE and the affiliated entities,conduct ouroperations in China.We are subject to complex and evolving laws and regulations in China.The PRC government has indicated an intent to exert more oversight andcontrol over offerings that are conducted overseas and/or foreign investment in China-based issuers,and initiated various regulatory actions and made various publicstatements,some of which are published with little advance notice,including cracking down on illegal activities in the securities market,enhancing supervision overChina-based companies listed overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Forinstance,we face risks associated with regulatory approvals on overseas offerings and oversight on cybersecurity and data privacy,which may impact our ability toconduct certain business,accept foreign investments,or list and conduct offerings on a U.S.or other foreign stock exchange.These risks could result in a materialadverse change in our operations and the value of the ADSs,significantly limit or completely hinder our ability to offer or continue to offer securities to investors,orcause the value of such securities to significantly decline or become worthless.For details,see“Risk Factors Risks Related to Doing Business in China.”We are subject to a number of prohibitions,restrictions and potential delisting risk under the Holding Foreign Companies Accountable Act(the“HFCAA”).Pursuant to the HFCAA and related regulations,if we have filed an audit report issued by a registered public accounting firm that the Public Company AccountingOversight Board(the“PCAOB”)has determined that it is unable to inspect and investigate completely,the Securities and Exchange Commission(the“SEC”)willidentify us as a“Commission-identified Issuer,”and the trading of our securities on any U.S.national securities exchange,as well as any over-the-counter trading in theUnited States,will be prohibited if we are identified as a Commission-identified Issuer for three consecutive years.There have been various initiatives to reduce thenumber of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three to two years.On June 22,2021,the U.S.Senate passeda bill known as the Accelerating Holding Foreign Companies Accountable Act to that effect,and on February 4,2022,the United States House of Representatives passeda bill which contained,among others,an identical provision.If this provision is enacted into law,our shares and ADSs could be prohibited from trading in the UnitedStates if we are identified as a Commission-identified Issuer for two consecutive years.In August 2022,the PCAOB,the China Securities Regulatory Commission(the“CSRC”)and the Ministry of Finance of the PRC signed a Statement of Protocol(the“Statement of Protocol”),which establishes a specific and accountable frameworkfor the PCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong.On December 15,2022,the2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm4/364PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China andHong Kong completely in 2022.The PCAOB Board vacated its previous 20212022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm5/364Table of ContentsThe information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted.determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainlandChina and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditors control.The PCAOB continues to demand completeaccess in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond,as well as to continue pursuingongoing investigations and initiate new investigations as needed.The PCAOB has also indicated that it will act immediately to consider the need to issue newdeterminations with the HFCAA if needed.If the PCAOB is unable to inspect and investigate completely registered public accounting firms located in China and we failto retain another registered public accounting firm that the PCAOB is able to inspect and investigate completely in 2023 and beyond,or if we otherwise fail to meet thePCAOBs requirements,the ADSs will be delisted from the Nasdaq Stock Market,and our shares and ADSs will not be permitted for trading over the counter in theUnited States under the HFCAA and related regulations.For details,see“Risk Factors Risks Related to Doing Business in China The ADSs will be delisted andour shares and ADSs will be prohibited from trading in the over-the-counter market under the Holding Foreign Companies Accountable Act if the PCAOB is unable toinspect or investigate completely auditors located in China for three consecutive years or,if proposed changes to the law are enacted,for two consecutive years.Thedelisting of the ADSs,or the threat of their being delisted,may materially and adversely affect the value of your investment.”Cash may be transferred among QuantaSing Group Limited,our WFOE and the VIE,in the following manners:(1)funds may be transferred to our WFOE fromQuantaSing Group Limited as needed through our subsidiaries in the BVI and/or Hong Kong in the form of capital contribution or shareholder loan,as the case may be;(2)funds may be paid by the VIE to our WFOE,as service fees according to the contractual arrangements;(3)dividends or other distributions may be paid by our WFOEto QuantaSing Group Limited through our subsidiaries in Hong Kong and the BVI;and(4)our WFOE and the VIE may lend to and borrow from each other from time totime for business operation purposes.In the fiscal years ended June 30,2021 and 2022,and the three months ended September 30,2021 and 2022,the total amount of theservice fees that the VIE paid to our WFOE under the contractual arrangements was RMB204.1 million,RMB239.6 million,RMB13.0 million,and RMB60.5 million,respectively.As of June 30,2021 and 2022 and September 30,2022,(1)the aggregate amount of capital contribution by EW Technology Limited to our subsidiaries inthe BVI and Hong Kong was nil,RMB51.7 million and RMB51.7 million,respectively;(2)the aggregate amount of capital contribution by QuantaSing Group Limitedto our subsidiaries in the BVI and Hong Kong was nil,RMB47.1 million and RMB47.1 million,respectively;(3)the aggregate amount of capital contribution byQuantaSing Group Limited to our WFOE through our subsidiaries in the BVI and Hong Kong was nil,RMB64.2 million and RMB64.2 million,respectively;and(4)theoutstanding balance of the principal amount of loans by our WFOE to the VIE was RMB7.0 million,nil and nil,respectively;and(5)the outstanding balance of theprincipal amount of loans by the VIE to our WFOE was nil,RMB156.0 million,and RMB130.2 million,respectively.For the fiscal years ended June 30,2021 and 2022,and the three months ended September 30,2021,the net cash transferred by the VIE to our WFOE was nil,RMB156.0 million and RMB21.0 million,respectively,inaddition to the service fees paid under the contractual arrangements.For the three months ended September 30,2022,the net cash repaid by our WFOE to the VIE wasRMB25.8 million.In the fiscal years ended June 30,2021 and 2022,except as disclosed above,there was no other cash transfer within our organization,and no assetsother than cash were transferred within our organization.As of the date of this prospectus,none of QuantaSing Group Limited,our WFOE and the VIE has paid anydividends or made any distributions to their respective shareholder(s),including any U.S.investors.For details,see“Prospectus Summary Summary ConsolidatedFinancial and Operating Data Consolidated Financial Statements,”“Prospectus Summary Summary Consolidated Financial and Operating Data FinancialInformation Relating to the Affiliated Entities”and“Prospectus Summary Implications of Being a Company with the Holding Company Structure and the VIEStructure Cash and asset flows through our organization.”We expect to continue to distribute earnings and settle the service fees owed under the VIE agreements atthe request of our WFOE and based on our business needs,and we do not expect to declare dividends in the foreseeable future.We currently have not maintained anycash management policies that specifically dictate how funds shall be transferred among QuantaSing Group Limited,the subsidiaries of QuantaSing Group Limited(including our WFOE),the affiliated entities and investors.We will determine the payment of dividends and fund transfer based on our specific business needs inaccordance with the applicable laws and regulations.See“Prospectus Summary Dividend Distribution and Taxation.”To the extent our cash or assets in the business are in mainland China or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not beavailable to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on theability of QuantaSing Group Limited,our subsidiaries or the affiliated entities to transfer cash or assets.The PRC government imposes controls on the convertibility ofRMB into foreign currencies and the remittance of funds out of China,which may restrict the transfer of cash between QuantaSing Group Limited,our subsidiaries,theaffiliated entities or the investors.Under PRC laws and regulations,our WFOE and the affiliated entities are subject to certain restrictions with respect to payment ofdividends or otherwise transfers of any of their net assets to us.Remittance of dividends by our WFOE out of China is also subject to certain procedures with the banksdesignated by the PRC State Administration of Foreign Exchange.These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of ourWFOE and the net assets of the VIE in which we have no legal ownership.While there are currently no such restrictions on foreign exchange and our ability to transfercash or assets between QuantaSing Group Limited and our Hong Kong subsidiary,if certain PRC laws and regulations,including existing laws and regulations and thoseenacted or promulgated in the future were to become applicable to our Hong Kong subsidiary in the future,and to the extent our cash or assets are in Hong Kong or aHong Kong entity,such funds or assets may not be available due to interventions in or the imposition of restrictions and limitations on our ability to transfer funds orassets by the PRC government.Furthermore,we cannot assure you that the PRC government will not intervene or impose restrictions on QuantaSing Group Limited,itssubsidiaries and the affiliated entities to transfer or distribute cash within the organization,which could result in an inability of or prohibition on making transfers ordistributions to entities outside of mainland China and Hong Kong.For details,see“Prospectus Summary Implications of Being a Company with the HoldingCompany Structure and the VIE Structure Cash and asset flows through our organization,”“Prospectus Summary Risks and Challenges Risks Related to DoingBusiness in China,”“Risk Factors Risks Related to Doing Business in China We rely on dividends and other distributions on equity paid by our WFOE to fund anycash and financing requirements we may have,and any limitation on the ability of our WFOE to make payments to us could have a material and adverse effect on ourability to conduct our business,”and“Risk Factors Risks Related to Doing Business in China Restrictions on the remittance of Renminbi into and out of China andgovernmental control of currency conversion may limit our ability to pay dividends and other obligations,and affect the value of your investment.”See“Risk Factors”beginning on page 31 to read about factors you should consider before buying the ADSs.Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.PRICE US$PER ADS Per ADS Total Initial public offering price US$US$Underwriting discounts and commissions(1)US$US$Proceeds,before expenses to us(2)US$US$(1)See the section titled“Underwriting”for a description of the compensation payable to the underwriters.(2)Assumes no exercise of the underwriters option to purchase additional ADSs.The underwriters have a 30-day option to purchase up to an additional ADSs from us at the initial public offering price less the underwriting discountsand commissions.The underwriters expect to deliver the ADSs against payment in New York,on or about .2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm6/364Citigroup CICCTiger Brokers Prospectus dated 2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm7/364Table of Contents2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm8/364Table of Contents2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm9/364Table of ContentsTABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 THE OFFERING 18 SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA 21 RISK FACTORS 31 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 89 USE OF PROCEEDS 90 DIVIDEND POLICY 91 CAPITALIZATION 92 DILUTION 95 ENFORCEABILITY OF CIVIL LIABILITIES 97 CORPORATE HISTORY AND STRUCTURE 99 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 103 INDUSTRY OVERVIEW 133 BUSINESS 139 REGULATION 159 MANAGEMENT 174 PRINCIPAL SHAREHOLDERS 184 RELATED PARTY TRANSACTIONS 188 DESCRIPTION OF SHARE CAPITAL 189 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 201 SHARES ELIGIBLE FOR FUTURE SALE 213 TAXATION 215 UNDERWRITING 223 EXPENSES OF THE OFFERING 234 LEGAL MATTERS 235 EXPERTS 236 WHERE YOU CAN FIND ADDITIONAL INFORMATION 237 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 Until (the 25th day after the date of this prospectus),all dealers effecting transactions in these securities,whether or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to a dealers obligation to deliver a prospectus whenacting as an underwriter and with respect to an unsold allotment or subscription.You should rely only on the information contained in this prospectus or in any related free writing prospectus.We and the underwriters have notauthorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus.We areoffering to sell,and seeking offers to buy the ADSs,only in jurisdictions where offers and sales are permitted.The information contained in thisprospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or any sale of the ADSs.Neither we nor the underwriters have taken any action to permit a public offering of the ADSs outside the United States or to permit thepossession or distribution of this prospectus or any filed free writing prospectus outside the United States.Persons outside the United States who comeinto possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offeringof the ADSs and the distribution of this prospectus or any filed free writing prospectus outside the United States.i2022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm10/364Table of ContentsPROSPECTUS SUMMARYThis summary highlights selected information that is presented in greater detail elsewhere in this prospectus.This summary does not containall of the information you should consider before investing in the ADSs.You should read this entire prospectus carefully,including the sectionstitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our consolidatedfinancial statements and the related notes included elsewhere in this prospectus,before making an investment decision.This prospectus containsinformation from an industry report commissioned by us and prepared by Frost&Sullivan,an independent research firm,to provide informationregarding our industry and our market position.We refer to this report as the F&S report.What We EnvisionWe believe that personal learning and development is a lifelong journey.Everyone,regardless of background,should be given an equalopportunity to pursue their interests,passions,and goals.Our mission is to improve peoples quality of life and well-being by providing them lifelong personal learning and developmentopportunities.Who We AreQuantaSing Group is the largest online learning service provider in Chinas adult learning market for personal interest courses and among thetop five service providers in Chinas total adult learning market,in terms of revenue in 2021,according to the F&S report.We offereasy-to-understand,affordable,and accessible online courses to adult learners under various brands,including QiNiu,JiangZhen,and QianChi,empowering them to pursue personal development.We launched our financial literacy learning services in July 2019 and quickly became the largest online financial learning service provider foradults in China,with a market share of 36.9%in terms of revenue in 2021,according to the F&S report.In August 2021,we expanded ourofferings into a selective repertoire of other personal interest courses beyond financial literacy,to leverage the general publics gradual awakeningto more diverse needs in pursuing personal development and lifelong learning.In February 2020,we launched our marketing services to financialintermediary enterprises,allowing them to connect with our learners to enlarge their customer base.In June 2022,we launched our enterprise talentmanagement services to provide enterprise customers with online talent assessment,training and learning services for internal employeemanagement.These services have enabled us to broaden our service offerings into enterprise customers and evolve into a two-sided serviceprovider for both individuals and enterprises.Our technology capability forms the bedrock of our business growth.We continuously invest in our proprietary technology and businessintelligence,embedding them in every key aspect of our business operations,from content development,live streaming,pre-recording,andintelligent study toolkits,to customer engagement,sales conversion,and operation management.By adopting various self-developed smart tools,we can gain real-time business intelligence during our courses to improve our teaching quality and learner experience,upgrade and enrich ourcourse offerings,and ultimately,enhance the sales conversion for additional and/or more advanced courses.We have benefited from our agile and scalable business model and experienced a significant growth in our business since we launched ourfinancial literacy learning services in July 2019.As of November 30,2022,we had accumulated approximately 75.1 million registered users,quadrupling from 17.0 million as of June 30,2021.For the fiscal year ended June 30,2022,we had approximately 1.1 million paying learners,representing a 37.5%increase from 0.8 million for the fiscal year ended June 30,2021.For the five months ended November 30,2022,12022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm11/364Table of Contentswe had 0.5 million paying learners.See“Managements Discussion and Analysis of Financial Condition and Results of Operations KeyOperating Metrics”for details.Our total revenues were RMB1,759.9 million,RMB2,868.0 million(US$403.2 million),RMB744.0 million andRMB659.4 million(US$92.7 million)for the fiscal years ended June 30,2021 and 2022 and the three months ended September 30,2021 and 2022,respectively.We incurred net loss of RMB316.0 million,RMB233.4 million(US$32.8 million),RMB77.9 million and RMB97.3 million(US$13.7million)in the fiscal years ended June 30,2021 and 2022 and the three months ended September 30,2021 and 2022,respectively.We had adjustednet loss of RMB214.2 million,adjusted net profit of RMB58.0 million(US$8.2 million)and adjusted net loss of RMB48.8 million and RMB50.9million(US$7.2 million)in the same periods,respectively.See“Managements Discussion and Analysis of Financial Condition and Results ofOperations Non-GAAP Financial Measures.”What We OfferWe offer(1)online courses under various brands to individual adult learners and(2)marketing services and enterprise talent managementservices to enterprise customers.We provide our financial literacy courses under the brand QiNiu to democratize financial learning for the mass market.Fewer than 35ults in China were financially literate as of 2021,significantly lower than that in other large economies such as the United States(57%)or theUnited Kingdom(67%),according to the F&S report.This has created a robust demand for our financial literacy courses.QiNiu offers free or paidfinancial literacy courses at introductory,intermediate,and advanced levels,covering topics across personal finance and wealth management.Asour largest brand,Qiniu had approximately 59.7 million registered users as of November 30,2022 and 1.0 million paying learners for the fiscalyear ended June 30,2022,compared with approximately 17.0 million registered users as of June 30,2021 and 0.8 million paying learners for thefiscal year ended June 30,2021.For the five months ended November 30,2022,Qiniu had approximately 0.4 million paying learners.We expanded our course offerings into other personal interest courses in August 2021.Leveraging our course development experience,well-designed technology infrastructure,and proven operating model from QiNiu,we quickly introduced our new brands,such as JiangZhen andQianChi,to provide other personal interest courses to adult learners.We have thoughtfully curated various trending courses,such as short videoproduction courses,in response to the popularity of video blogging on social media,and personal well-being courses,in response to peoplesincreased awareness of healthy lifestyles,and electronic keyboard and Chinese painting courses,in response to peoples rising pursuits of personalhobbies.We,from time to time,adjust the course mix to capture the evolving market trends.We had quickly accumulated approximately15.4 million registered users for other personal interest courses,as of November 30,2022,and approximately 0.1 million and 0.1 million payinglearners,for the fiscal year ended June 30,2022 and the five months ended November 30,2022,respectively.Our fast growing user base,which consists of a large and loyal paying learner base,coupled with proven technology and accumulatedexperience,creates an immense business opportunity for us to become a two-sided service provider,delivering services to both individual learnersand enterprises.We launched our marketing services to financial intermediary enterprises in February 2020,allowing them to connect with ourlearners to enlarge their customer base.In June 2022,we launched our enterprise talent management services,offering systematic online talentassessment,training and learning services to enterprises for internal employee management.We are continuously exploring more diverseopportunities to leverage our large user base,proven technology,and accumulated experience in online learning markets and achieve greatersynergy.For instance,we are in the process of developing technical and operating services to enterprises interested in developing their proprietaryonline learning platform services.22022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm12/364Table of ContentsWhat Sets Us ApartWe believe our success to date is primarily attributable to the following key competitive strengths.Chinas largest learning platform offering adult personal interest courses with strong growth trajectory;Innovative learning journey leading to strong user engagement;Scalable business model driving rapid launch of new course offerings and business opportunities;Robust technology infrastructure and business intelligence;and Visionary,seasoned management team and entrepreneurial corporate culture.How We Approach the FutureWe intend to pursue the following strategies to drive future growth.Grow user base and drive learner engagement;Enrich course offerings with proven demand;Develop enterprise services to achieve greater synergy;Invest in technology and data analytics;Attract and cultivate talent;and Expand overseas and pursue strategic collaborations.Market OpportunitiesWe currently primarily operate in Chinas adult learning market for personal interest courses.Chinas online adult learning market forpersonal interest courses has been growing faster than the offline market in the past few years,and is expected to maintain the growth momentumfrom 2021 to 2026,benefiting from the growing online learning habits in the adult learning market in China.The market size of Chinas onlineadult learning market for personal interest courses,in terms of revenue,increased from RMB11.4 billion in 2017 to RMB22.7 billion(US$3.5billion)in 2021,at a CAGR of 18.8%,and is expected to reach RMB62.1 billion(US$9.6 billion)in 2026,at a CAGR of 22.3%from 2021 to2026,according to the F&S report.In particular,with respect to our financial literacy courses which have contributed significantly to our rapidgrowth,the market size of Chinas online financial learning market,in terms of revenue,increased from RMB5.0 billion in 2017 to RMB6.5 billion(US$1.0 billion)in 2021,at a CAGR of 6.8%,and is expected to reach RMB17.1 billion(US$2.6 billion)in 2026,at a CAGR of 21.3%from 2021to 2026,according to the same source.See“Industry Overview”for details.Corporate History and StructureQuantaSing Group Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands with nosubstantive operation.We carry out our business in China through Beijing Liangzizhige,our WFOE,and its contractual arrangements,commonlyknown as the VIE structure,with Beijing Feierlai,a variable interest entity based in China,and its nominee shareholder.We began our online learning services in July 2019 when we were within the group of Witty network Limited(“Witty network”),a CaymanIslands holding company held by our existing shareholders engaging in a wide range of businesses.In anticipation of our initial public offering andin order to focus on developing our current online learning and enterprise service business,our existing shareholders restructured our corporate 32022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm13/364Table of Contentsstructure and spun-off our current business from Witty network and its affiliate,EW Technology Limited(“EW Technology”),into the entitieswithin our group.These restructuring steps include,among others,incorporating QuantaSing Group Limited as our listing entity and establishingthe VIE structure for our current business under QuantaSing Group Limited.The restructuring and spin-off was completed in May 2022.The VIEstructure was established through a series of agreements entered into between our WFOE,the VIE and its nominee shareholder,comprising avoting rights proxy agreement,an equity pledge agreement,an exclusive consultancy and service agreement and an exclusive option agreement.The contractual arrangements allow us to(1)be considered as the primary beneficiary of the VIE for accounting purposes and consolidate thefinancial results of the affiliated entities,(2)receive substantially all of the economic benefits of the affiliated entities,(3)have the pledge rightover the equity interests in the VIE as the pledgee,and(4)have an exclusive option to purchase all or part of the equity interests in the VIE whenand to the extent permitted by PRC law.See“Corporate History and Structure”for details.The following diagram illustrates our simplified corporate structure,including our principal subsidiaries and the affiliated entities,as of thedate of this prospectus.(1)See“Principal Shareholders”for details of our shareholding structures immediately prior to and after this offering.(2)Beijing Feierlai is wholly owned by Shenzhen Erwan Education Technology Co.,Ltd.,an entity owned as to 99.0%by Mr.Peng Li,ourfounder,chairman and chief executive officer,and as to 1.0%by Ms.Li Meng,mother of Mr.Li.42022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm14/364Table of ContentsThe VIE structure is not equivalent of an investment in the equity interest of such entities.Neither QuantaSing Group Limited nor our WFOEowns any equity interests in the affiliated entities.Our contractual arrangements with the VIE and its nominee shareholder are not equivalent of aninvestment in the equity interest of the VIE.Investors are purchasing equity interests in QuantaSing Group Limited,the Cayman holding company,and are not purchasing,and may never hold,equity interests in the affiliated entities.Instead,we are regarded as the primary beneficiary of the VIEand consolidate the financial results of the affiliated entities under U.S.GAAP in light of the contractual arrangements.There are substantialuncertainties regarding the interpretation and application of current and future PRC laws,regulations and rules regarding the status of the rights ofour Cayman Islands holding company with respect to its contractual arrangements with the VIE and its nominee shareholder through our WFOE,and we may incur substantial costs to enforce the terms of the arrangements.See“Implications of Being a Company with the Holding CompanyStructure and the VIE Structure”for details.The VIE structure is associated with certain unique risks and uncertainties,including,among others,the risks that the contractual arrangements with the VIE and its shareholder may be less effective than direct ownership in providing operationalcontrol,and that such arrangement may not be enforceable under applicable laws and regulations.Such risks and uncertainties may result in amaterial adverse change in our operations,cause the value of any securities we offer to significantly decline or become worthless.See“Implications of Being a Company with the Holding Company Structure and the VIE Structure The VIE structure and its associated risks”and“Risk Factors Risks Related to Our Corporate Structure”for details.Risks and ChallengesInvesting in the ADSs involves significant risks.You should carefully consider all of the information in this prospectus before making aninvestment in the ADSs.We set forth below a summary of the principal risks and challenges we face,organized under relevant headings.Theserisks are discussed more fully in the section titled“Risk Factors.”Risks related to our business and industryRisks and uncertainties relating to our business and industry include,but are not limited to,the following:our limited history under the current business model and the risk that our historical performance and growth rate may not be indicativeof our future performance;our ability to continue to attract users or increase their spending;our ability to adapt and expand our course offerings to effectively and timely address the change of market demands;the complexity,uncertainties and changes in PRC regulations applicable to our businesses,including the licensing requirements forour business,data privacy and personal information protection;our ability to maintain and enhance our brand recognition;the intense competition in the industry that we operate in;our ability to improve or maintain our user acquisition efficiency;our ability to timely develop attractive course materials or maintain high-quality teaching staff;our ability to price our courses and other services effectively;and the impact of the COVID-19 pandemic.Risks related to our corporate structureWe primarily conduct our business through the contractual arrangements established by our WFOE with the VIE and a holding companystructure.We,our WFOE,the affiliated entities and holders of our securities 52022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm15/364Table of Contents(including the ADSs)are therefore subject to various legal and operational risks and uncertainties related to our corporate structure,which wouldresult in a material adverse change in our operations,cause the value of any securities we offer to significantly decline or become worthless.Suchrisks and uncertainties include,but are not limited to,the following:the agreements that establish the structure of our operations in China to be found not compliant with PRC regulations relating to therelevant industries;the contractual arrangements with the VIE and its shareholder being less effective than direct ownership in providing operationalcontrol;uncertainty with respect to the enforceability of the contractual arrangements with the VIE and its shareholder;shareholder of the VIE having conflicts of interest with us;the risk that the contractual arrangements we have entered into with the VIE may be subject to scrutiny by the PRC tax authorities;uncertainties with respect to the interpretation and implementation,and any changes thereto,of the PRC Foreign Investment Law,andother PRC regulatory restrictions on foreign investment in the relevant industries;and the risk of losing the ability to use and enjoy assets held by the affiliated entities that are important to our business.Risks related to doing business in ChinaWe face various legal and operational risks and uncertainties related to being based in and having significant operations in China,andtherefore are subject to risks associated with doing business in China generally.Risks and uncertainties related to doing business in China couldresult in a material adverse change in our operations,significantly limit or completely hinder our ability to complete this offering or continue tooffer securities to investors,and cause the value of such securities to significantly decline or become worthless.Such risks and uncertaintiesinclude,but not limited to,the following:Chinese governments significant authority to intervene or influence our operations at any time and to exert more control overofferings conducted overseas and/or foreign investment in China-based issuers.For details,see“Risk Factors Risks Related toDoing Business in China The PRC government has significant authority to exert influence on the China operations of an offshoreholding company,and offerings conducted overseas and foreign investment in China-based issuers,such as us.Changes in Chinaseconomic,political or social conditions or government policies could have a material adverse effect on our business,results ofoperations,financial condition,and the value of our securities”on pages 60 and 61,“Risk Factors Risks Related to Doing Businessin China Recent regulatory development in China may exert more oversight and control over listing and offerings that areconducted overseas.The approval of the CSRC may be required in connection with this offering and our future capital raisingactivities,and,if required,we cannot assure you that we or the affiliated entities will be able to obtain such approval,in which case wemay face regulatory sanctions for failure to obtain such approval for this offering and our future capital raising activities”on pages 61,62 and 63,and“Risk Factors Risks Related to Doing Business in China Recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,could significantly limit or completely hinder our ability in capitalraising activities and materially and adversely affect our business and the value of your investment”on page 63;the ADSs being delisted under the HFCAA if the PCAOB is unable to inspect auditors who are located in China.For details,see“Risk Factors Risks Related to Doing Business in China The ADSs will 62022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm16/364Table of Contents be delisted and our shares and ADSs will be prohibited from trading in the over-the-counter market under the Holding ForeignCompanies Accountable Act if the PCAOB is unable to inspect or investigate completely auditors located in China for threeconsecutive years or,if proposed changes to the law are enacted,for two consecutive years.The delisting of the ADSs,or the threat oftheir being delisted,may materially and adversely affect the value of your investment”on pages 63,64 and 65;impact from PRC economic,political and social conditions,as well as changes in any government policies,laws and regulations.Fordetails,see“Risk Factors Risks Related to Doing Business in China The PRC government has significant authority to exertinfluence on the China operations of an offshore holding company,and offerings conducted overseas and foreign investment in China-based issuers,such as us.Changes in Chinas economic,political or social conditions or government policies could have a materialadverse effect on our business,results of operations,financial condition,and the value of our securities”on pages 60 and 61;uncertainties with respect to the PRC legal system,including such relating to the enforcement of rules and regulations in China andthe risk that rules and regulations can change quickly with little advance notice.For details,see“Risk Factors Risks Related toDoing Business in China Uncertainties with respect to the PRC legal system could have a material adverse effect on our business,results of operations,financial condition and future prospects,and cause the ADSs to significantly decline in value or becomeworthless”on pages 66 and 67;and reliance on dividends and other distributions on equity paid by our WFOE to fund any cash and financing requirements we may have,and limitation on the ability of our WFOE to make payments to us.To the extent our cash or assets in the business are in mainlandChina or Hong Kong or a mainland China or Hong Kong entity,the funds or assets may not be available to fund operations or forother use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations on theability of QuantaSing Group Limited,our subsidiaries or the affiliated entities to transfer cash or assets.While there are currently nosuch restrictions on foreign exchange and our ability to transfer cash or assets between QuantaSing Group Limited and our HongKong subsidiary,if certain PRC laws and regulations,including existing laws and regulations and those enacted or promulgated in thefuture were to become applicable to our Hong Kong subsidiary in the future,and to the extent our cash or assets are in Hong Kong ora Hong Kong entity,such funds or assets may not be available due to interventions in or the imposition of restrictions and limitationson our ability to transfer funds or assets by the PRC government.Furthermore,we cannot assure you that the PRC government willnot intervene or impose restrictions on QuantaSing Group Limited,its subsidiaries and the affiliated entities to transfer or distributecash within the organization,which could result in an inability of or prohibition on making transfers or distributions to entities outsideof mainland China and Hong Kong.For details,see“Risk Factors Risks Related to Doing Business in China We rely ondividends and other distributions on equity paid by our WFOE to fund any cash and financing requirements we may have,and anylimitation on the ability of our WFOE to make payments to us could have a material and adverse effect on our ability to conduct ourbusiness”on pages 68 and 69 and“Risk Factors Risks Related to Doing Business in China Restrictions on the remittance ofRenminbi into and out of China and governmental control of currency conversion may limit our ability to pay dividends and otherobligations,and affect the value of your investment”on pages 69 and 70.Risks related to the ADSs and this offeringIn addition to the risks described above,we are also subject to general risks relating to the ADSs and this offering,including,but not limitedto,the following:an active trading market for our ordinary shares or the ADSs may not develop and the trading price of the ADSs is likely to bevolatile;72022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm17/364Table of Contents we are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reportingrequirements;we are a foreign private issuer within the meaning of the rules under the Exchange Act,and are exempt from certain provisionsapplicable to U.S.domestic public companies;substantial future sales or perceived potential sales of the ADSs in the public market could cause the price of the ADSs to decline;our dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourageothers from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial;we will be a“controlled company”within the meaning of the Nasdaq Stock Market listing rules and,as a result,may rely onexemptions from certain corporate governance requirements that provide protection to shareholders of other companies;and the voting rights of holders of ADSs are limited by the terms of the deposit agreement,and you may not be able to exercise your rightto vote your Class A ordinary shares.Implications of Being a Company with the Holding Company Structure and the VIE StructureThe VIE structure and its associated risksQuantaSing Group Limited is a Cayman Islands holding company with no substantive operations.We carry out our business through ourWFOE and its contractual arrangements,commonly known as the VIE structure,with the VIE based in China and its nominee shareholder,due tothe PRC regulatory restrictions on direct foreign investment in certain value-added telecommunication services and other internet related business.Investors in the ADSs are purchasing the equity securities of QuantaSing Group Limited,the Cayman Islands holding company,rather than theequity securities of the affiliated entities in which our operations are conducted.The VIE structure was established through a series of agreements entered into between our WFOE,the VIE and its nominee shareholder,comprising a voting rights proxy agreement,an equity pledge agreement,an exclusive consultancy and service agreement and an exclusive optionagreement.The contractual arrangements allow us to(1)be considered as the primary beneficiary of the VIE for accounting purposes andconsolidate the financial results of the affiliated entities,(2)receive substantially all of the economic benefits of the affiliated entities,(3)have thepledge right over the equity interests in the VIE as the pledgee,and(4)have an exclusive option to purchase all or part of the equity interests in theVIE when and to the extent permitted by PRC law.For details,see“Corporate History and Structure.”However,neither QuantaSing Group Limited nor our WFOE owns any equity interests in the affiliated entities.Our contractual arrangementswith the VIE and its nominee shareholder are not equivalent of an investment in the equity interest of the affiliated entities.Instead,as describedabove,we are regarded as the primary beneficiary of the VIE and consolidate the financial results of the affiliated entities under U.S.GAAP inlight of the VIE structure.The VIE structure involves unique risks to investors in the ADSs.It may be less effective than direct ownership in providing us withoperational control over the VIE or its subsidiaries and we may incur substantial costs to enforce the terms of the arrangements.For instance,theVIE and its shareholder could breach their contractual arrangements with us by,among other things,failing to conduct the operations of the VIE inan acceptable manner or taking other actions that are detrimental to our interests.If we had direct ownership of the VIE in China,we would be ableto exercise our rights as a shareholder to effect changes in the board of directors of the VIE,which in turn could implement changes,subject to anyapplicable fiduciary obligations,at the 82022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm18/364Table of Contentsmanagement and operational level.However,under the current contractual arrangements,we rely on the performance by the VIE and itsshareholder of their obligations under the contracts to direct the VIEs activities.The shareholder of the VIE may not act in the best interests of ourcompany or may not perform its obligations under these contracts.If any dispute relating to these contracts remains unresolved,we will have toenforce our rights under these contracts through the operations of PRC law and arbitration,litigation and other legal proceedings and therefore willbe subject to uncertainties in the PRC legal system.We may face challenges in enforcing the contractual arrangements due to jurisdictional and legal limitations.There are substantialuncertainties regarding the interpretation and application of current and future PRC laws,regulations and rules regarding the status of the rights ofour Cayman Islands holding company with respect to its contractual arrangements with the VIE and its nominee shareholder through our WFOE.As of the date of this prospectus,the agreements under the contractual arrangements among our WFOE,the VIE and its nominee shareholder havenot been tested in a court of law.It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or,if adopted,what they would provide.If we or the VIE is found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintainany of the required licenses,permits,registrations or approvals,the relevant PRC regulatory authorities would have broad discretion to take actionin dealing with such violations or failures.The PRC regulatory authorities could disallow the VIE structure at any time in the future.If the PRCgovernment deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment in therelevant industries,or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future,we could besubject to severe penalties and may incur substantial costs to enforce the terms of the arrangements,or be forced to relinquish our interests in thoseoperations.Our Cayman Islands holding company,our subsidiaries,the affiliated entities,and investors in our securities(including the ADS)faceuncertainty with respect to potential future actions by the PRC government that could affect the enforceability of the contractual arrangements withthe VIE and,consequently,significantly affect the financial performance of our company and the affiliated entities as a whole.For details,see“Risk Factors Risks Related to Our Corporate Structure.”Revenues contributed by the affiliated entities accounted for substantially all of our total revenues in the fiscal years ended June 30,2021 and2022 and the three months ended September 30,2022.For a condensed consolidation schedule depicting the results of operations,financialposition and cash flows for us,our WFOE and the VIE,see“Summary Consolidated Financial and Operating Data”and“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations.”For details of the permissions and licenses required for operating ourbusiness in China and the related limitations,see“Regulatory Permissions and Licenses for Our Operations in China and This Offering”and“Risk Factors Risks Related to Our Business and Industry We may face risks and uncertainties with respect to the licensing requirement forour business.Any lack of or failure to maintain requisite approvals,licenses or permits applicable to us may have a material and adverse impact onour business,results of operations and financial condition.”Cash and asset flows through our organizationIn light of our holding company structure and the VIE structure,our ability to pay dividends to the shareholders,including the investors in theADSs,and to service any debt we may incur may highly depend upon dividends paid by our WFOE to us and service fees paid by the affiliatedentities to our WFOE,despite that we may obtain financing at the holding company level through other methods.For instance,if any of our WFOEor the VIE incurs debt on its own behalf in the future,the instruments governing such debt may restrict its ability to pay dividends to us and theinvestors in the ADS as well as the ability to settle amounts owed under the contractual arrangements.As of the date of this prospectus,none ofQuantaSing Group Limited,our WFOE and the VIE has paid any dividends or made any distributions to their respective shareholder(s),includingany U.S.investors.In the fiscal years ended June 30,2021 and 2022,the total amount of the service fees that the VIE paid to our WFOE under thecontractual arrangements was RMB204.1 million and RMB239.6 million,respectively.For details,see 92022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm19/364Table of Contents“Summary Consolidated Financial and Operating Data Financial Information Relating to the Affiliated Entities.”We expect to continue todistribute earnings and settle the service fees owed under the VIE agreements at the request of our WFOE and based on our business needs,and donot expect to declare dividend in the foreseeable future.We currently have not maintained any cash management policies that specifically dictatehow funds shall be transferred among QuantaSing Group Limited,the subsidiaries of QuantaSing Group Limited(including our WFOE),theaffiliated entities and investors.We will determine the payment of dividends and fund transfer based on our specific business needs in accordancewith the applicable laws and regulations.Under PRC laws and regulations,our WFOE is permitted to pay dividends only out of their retained earnings,if any,as determined inaccordance with PRC accounting standards and regulations.Furthermore,our WFOE and the affiliated entities are required to make appropriationsto certain statutory reserve funds or may make appropriations to certain discretionary funds,which are not distributable as cash dividends except inthe event of a solvent liquidation of the companies.Remittance of dividends by our WFOE out of China is also subject to certain procedures withthe banks designated by the PRC State Administration of Foreign Exchange(“SAFE”).These restrictions are benchmarked against the paid-upcapital and the statutory reserve funds of our WFOE and the net assets of the VIE in which we have no legal ownership.In addition,while there arecurrently no such restrictions on foreign exchange and our ability to transfer cash or assets between QuantaSing Group Limited and our Hong Kongsubsidiary,if certain PRC laws and regulations,including existing laws and regulations and those enacted or promulgated in the future were tobecome applicable to our Hong Kong subsidiary in the future,and to the extent our cash or assets are in Hong Kong or a Hong Kong entity,suchfunds or assets may not be available due to interventions in or the imposition of restrictions and limitations on our ability to transfer funds or assetsby the PRC government.Furthermore,we cannot assure you that the PRC government will not intervene or impose restrictions on QuantaSingGroup Limited,its subsidiaries and the affiliated entities to transfer or distribute cash within the organization,which could result in an inability ofor prohibition on making transfers or distributions to entities outside of mainland China and Hong Kong.For details,see“Risk Factors RisksRelated to Doing Business in China We rely on dividends and other distributions on equity paid by our WFOE to fund any cash and financingrequirements we may have,and any limitation on the ability of our WFOE to make payments to us could have a material and adverse effect on ourability to conduct our business,”and“Risk Factors Risks Related to Doing Business in China Restrictions on the remittance of Renminbi intoand out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations,and affect the valueof your investment.”Under PRC laws and regulations,we,the Cayman Islands holding company,may fund our WFOE only through capital contributions or loans,and fund the affiliated entities only through loans,subject to satisfaction of applicable government registration and approval requirements.As ofJune 30,2021 and 2022,and September 30,2022,(1)the aggregate amount of capital contribution by EW Technology Limited to our subsidiariesin the BVI and Hong Kong was nil,RMB51.7 million and RMB51.7 million,respectively,which was presented in“net cash provided bytransactions with related parties”of the“cash flows from financing activities”under the“Other subsidiaries”column in the condensedconsolidating cash flows information;(2)the aggregate amount of capital contribution by QuantaSing Group Limited to our subsidiaries in the BVIand Hong Kong was nil,RMB47.1 million and RMB47.1 million,respectively,which was presented in“net cash used in transactions with intra-group companies”of the“cash flows from investing activities”under the“QuantaSing Group Limited”column,and in“net cash provided bytransactions with intragroup companies”of the“cash flows from financing activities”under the“Other subsidiaries”column in the condensedconsolidating cash flows information;(3)the aggregate amount of capital contribution by QuantaSing Group Limited to our WFOE through oursubsidiaries in the BVI and Hong Kong was nil,RMB64.2 million and RMB64.2 million,respectively,which was presented in“net cash used intransactions with intra-group companies”of the“cash flows from investing activities”under the“Other subsidiaries”column,and was alsoincluded as a part of“net cash provided by transactions with intra-group companies”of the“cash flows from financing activities”under the“Primary beneficiary of the VIE”column in the condensed consolidating cash flows information;and(4)the outstanding balance of the principal 102022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm20/364Table of Contentsamount of loans by our WFOE to the VIE was RMB7.0 million,nil and nil,respectively,and was included in“amounts due to related parties”under“The VIE and its subsidiaries”column in the condensed consolidating balance sheet information,all of which were provided by Wittynetworks then wholly-owned PRC subsidiary and had been repaid before the completion of the restructuring and spin-off;and(5)the outstandingbalance of the principal amount of loans by the VIE to our WFOE was nil,RMB156.0 million and RMB130.2 million,respectively,and waspresented in“amounts due from intra-group companies”under“The VIE and its subsidiaries”column,and“amounts due to intra-groupcompanies”under the“Primary beneficiary of the VIE”column in the condensed consolidating balance sheet information.For the fiscal year endedJune 30,2021 and 2022,and three months ended September 30,2021,the net cash transferred by the VIE to our WFOE was nil,RMB156.0 millionand RMB21.0 million,respectively,in addition to the service fees paid under the contractual arrangements.For the three months ended September30,2022,the net cash repaid by our WFOE to the VIE was RMB25.8 million.In the fiscal years ended June 30,2021 and 2022,and the threemonths ended September 30,2022,no assets other than cash were transferred within our organization.For details,see“Summary ConsolidatedFinancial and Operating Data Financial Information Relating to the Affiliated Entities.”Under the Cayman Islands laws,QuantaSing Group Limited is not subject to tax on income or capital gains.Upon payments of dividends toour shareholders,no Cayman Islands withholding tax will be imposed.For purposes of illustration,the following discussion reflects thehypothetical taxes that might be required to be paid in mainland China and Hong Kong,assuming that:(1)we have taxable earnings in the VIE and(2)we determine to pay a dividend in the future:Tax calculation(1)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 shareholders 67.5%(1)For purposes of this hypothetical example,the tax calculation has been simplified.The hypothetical book pre-tax earnings amount is assumedto equal PRC taxable income.(2)For purposes of this hypothetical example,the table above reflects a maximum tax scenario under which the full statutory rate would beeffective.(3)PRC Enterprise Income Tax Law and its implementation rules impose a withholding income tax of 10%on dividends distributed by a foreigninvested enterprise in China to its immediate holding company outside China.A lower withholding income tax rate of 5%is applied if theforeign invested enterprises immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangementwith China,subject to a qualification review at the time of the distribution.There is no incremental tax at Hong Kong level for any dividenddistribution to QuantaSing Group Limited.(4)If a 10%withholding income tax rate is imposed,the withholding tax will be 7.5%and the amount to be distributed as dividend at HongKong level and the net distribution to QuantaSing Group Limited will be 67.5%.The table above has been prepared under the assumption that all profits of the VIE will be distributed as fees to our WFOE under tax neutralcontractual arrangements.If,in the future,the accumulated earnings of the VIE exceed the service fees paid to our WFOE(or if the current andcontemplated fee structure between the inter-group entities is determined to be non-substantive and disallowed by PRC tax authorities),the VIEcould make a non-deductible transfer to our WFOE for the amounts of the stranded cash in the VIE.This would result in such transfer beingnon-deductible expenses for the VIE but still taxable income for our WFOE.Such a transfer and the related tax burdens would reduce our after-taxincome to approximately 50.6%of the pre-tax income.Our management believes that there is only a remote possibility that this scenario wouldhappen.112022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm21/364Table of ContentsDividend Distribution and TaxationAs of the date of this prospectus,none of QuantaSing Group Limited,our WFOE and the VIE has paid any dividends or made anydistributions to their respective shareholder(s),including any U.S.investors,nor do we have any present plan to pay any cash dividends on ourordinary shares in the foreseeable future.We currently intend to retain most,if not all,of our available funds and any future earnings to operate andexpand our business.See“Dividend Policy”for details.Subject to the“passive foreign investment company”rules,the gross amount of any distribution that we make to a U.S.Holder(as defined in“Taxation United States Federal Income Taxation”)with respect to the ADSs or Class A ordinary shares(including any amounts withheld toreflect PRC withholding taxes)will be taxable as a dividend for United States federal income tax purposes,to the extent paid out of our current oraccumulated earnings and profits,as determined under United States federal income tax principles.In addition,if we are considered a PRC taxresident enterprise for tax purposes,any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a resultmay be subject to PRC withholding tax.See“Taxation”for details.Regulatory Permissions and Licenses for Our Operations in China and This OfferingWe,through our WFOE and the affiliated entities,conduct our operations in China.Our operations in China are governed by PRC laws andregulations.We and the affiliated entities are required to obtain certain licenses,permits and approvals from relevant governmental authorities inChina in order to operate our business and conduct this offering.As of the date of this prospectus,as advised by our PRC counsel,CM Law Firm,our WFOE and the affiliated entities have obtained the licenses,permits and registrations from the PRC government authorities necessary for ourbusiness operations in China,including,among others,the Value-added Telecommunications Business Operating License for internet informationservice,the Permit for Production and Operation of Radio and Television Programs,and the Publication Operation License,except for the Licensefor Online Transmission of Audio-Visual Program for offering certain courses in live streaming or audio-visual contents.Given the uncertainties ofinterpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities,and thepromulgation of new laws and regulations and amendment to the existing ones,we may be required to obtain additional licenses,permits,registrations,filings or approvals for our business operations in the future.For instance,we or the affiliated entities may be required to obtain theOnline Publishing Service License for our online learning services.We cannot assure you that we or the affiliated entities will be able to obtain,ina timely manner or at all,or maintain such licenses,permits or approvals,and we or the affiliated entities may also inadvertently conclude that suchpermissions or approvals are not required.Any lack of or failure to maintain requisite approvals,licenses or permits applicable to us or theaffiliated entities may have a material adverse impact on our business,results of operations,financial condition and prospects and cause the valueof any securities we offer to significantly decline or become worthless.For details,see“Risk Factors Risks Related to Our Business andIndustry We may face risks and uncertainties with respect to the licensing requirement for our business.Any lack of or failure to maintainrequisite approvals,licenses or permits applicable to us may have a material and adverse impact on our business,results of operations and financialcondition.”On December 28,2021,the CAC and other twelve PRC regulatory authorities jointly revised and promulgated the Measures forCybersecurity Review(the“Cybersecurity Review Measures”),which became effective on February 15,2022.See“Regulation Regulations onInternet Information Security and Censorship.”As a network platform operator who possesses personal information of more than one million usersfor purposes of the Cybersecurity Review Measures,we have applied for and completed a cybersecurity review for this offering and listingpursuant to the Cybersecurity Review Measures.The review was completed in August 2022.We have not received any material adverse findings insuch review.122022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm22/364Table of ContentsOn December 24,2021,the CSRC released the Provisions of the State Council on the Administration of Overseas Securities Offering andListing by Domestic Companies(Draft for Comments)and the Administrative Measures for the Filing of Overseas Securities Offering and Listingby Domestic Companies(Draft for Comments)(the“Draft Rules Regarding Overseas Listing”).See“Regulation Regulations on M&A andOverseas Listings.”As of the date of this prospectus,as advised by our PRC counsel,CM Law Firm,considering that(1)the Draft RulesRegarding Overseas Listing has not come into effect;and(2)no explicit provision under currently effective PRC laws,regulations and rules clearlyrequires an offering with contractual arrangements like ours to obtain approvals from the CSRC,we or the affiliated entities are not required toobtain an approval from the CSRC in connection with this offering and listing.Except as disclosed above,we or the affiliated entities have not been requested to obtain or denied any license or permission from anygovernment authority in China in connection with the VIEs operations or this offering as of the date of this prospectus.However,the PRC regulatory authorities,including the CSRC,may adopt new laws,rules and regulations,or detailed implementation andinterpretation of the current applicable PRC laws,rules and regulations,and we cannot assure you that the relevant PRC regulatory authorities,including the CSRC,would reach the same conclusion as us or our PRC counsel.Furthermore,the PRC government has recently indicated anintent to exert more oversight and control over offerings that are conducted overseas by and foreign investment in China-based issuers.Forinstance,the Draft Rules Regarding Overseas Listing stipulates that the China-based companies,or the issuer,shall fulfill the filing procedureswithin three working days after the issuer makes an application for initial public offering and listing in an overseas market.In addition,an overseasoffering and listing is prohibited under any of certain circumstances,including,among others,prohibition by national laws and regulations andrelevant provisions,threatening to or endangering national security,material violation of laws by the company or its controllers or its directors,supervisors,or senior executives.If the Draft Rules Regarding Overseas Listing were to be implemented as proposed in its current form before thisoffering and listing is completed,we might be subject to the filing requirements with the CSRC for this offering and listing and might also beprohibited from completing this offering if any of the circumstances described in the Draft Rules Regarding Overseas Listing occurs.Moreover,asthe Draft Rules Regarding Overseas Listing has not come into effect,there remains uncertainty in the final form and the interpretation andimplementation of such overseas listing rules,and we cannot assure you that the relevant PRC government authorities,including the CSRC,wouldnot promulgate new rules or new interpretation of current rules to require us or the affiliated entities to obtain CSRC or other PRC governmentapprovals or complete other compliance procedures for this offering.We cannot assure you that we or the affiliated entities would be able to obtainsuch approvals or complete such other compliance procedures,to the extent that they may be subsequently required by the relevant regulatoryauthorities,in a timely manner,or at all,or that any completion of review or approval or other compliance procedures would not be rescinded,inwhich case we may face regulatory sanctions for failure to complete the requisite compliance procedures or obtain the requisite approvals for thisoffering.If any of such event occurs,it could significantly limit or completely hinder our ability to complete this offering or launch any newoffering of our securities and could cause the value of our securities to significantly decline or become worthless.For details,see“Risk Factors Risks Related to Doing business in China Recent regulatory development in China may exert more oversight and control over listing andofferings that are conducted overseas.The approval of the CSRC may be required in connection with this offering and our future capital raisingactivities,and,if required,we cannot assure you that we or the affiliated entities will be able to obtain such approval,in which case we may faceregulatory sanctions for failure to obtain such approval for this offering and our future capital raising activities”and“Risk Factors Risks Relatedto Doing business in China Recent greater oversight by the CAC over data security,particularly for companies seeking to list on a foreignexchange,could significantly limit or completely hinder our ability in capital raising activities and materially and adversely affect our business andthe value of your investment.”132022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm23/364Table of ContentsThe Holding Foreign Companies Accountable ActThe HFCAA was enacted on December 18,2020.Pursuant to the HFCAA and related regulations,if we have filed an audit report issued by aregistered public accounting firm that the PCAOB has determined that it is unable to inspect and investigate completely,the SEC will identify us asa“Commission-identified Issuer,”and the trading of our securities on any U.S.national securities exchanges,as well as any over-the-countertrading in the United States,will be prohibited if we are identified as a Commission-identified Issuer for three consecutive years.There have beenvarious initiatives to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from threeto two years.On June 22,2021,the U.S.Senate passed a bill known as the Accelerating Holding Foreign Companies Accountable Act to thateffect,and on February 4,2022,the United States House of Representatives passed a bill which contained,among others,an identical provision.Ifthis provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA isreduced from three to two years,then our shares and ADSs could be prohibited from trading in the United States.In August 2022,the PCAOB,theCSRC and the Ministry of Finance of the PRC signed the Statement of Protocol,which establishes a specific and accountable framework for thePCAOB to conduct inspections and investigations of PCAOB-governed accounting firms in mainland China and Hong Kong.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong completely in 2022.The PCAOB Board vacated its previous 2021 determinations that thePCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firmsheadquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditorscontrol.The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resumeregular inspections in early 2023 and beyond,as well as to continue pursuing ongoing investigations and initiate new investigations as needed.ThePCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.If the PCAOBis unable to inspect and investigate completely registered public accounting firms located in China and we fail to retain another registered publicaccounting firm that the PCAOB is able to inspect and investigate completely in 2023 and beyond,or if we otherwise fail to meet the PCAOBsrequirements,the ADSs will be delisted from the Nasdaq Stock Market,and our shares and ADSs will not be permitted for trading over the counterin the United States under the HFCAA and related regulations.The related risks and uncertainties could cause the value of the ADSs tosignificantly decline or become worthless.For details,see“Risk Factors Risks Related to Doing Business in China The ADSs will bedelisted and our shares and ADSs will be prohibited from trading in the over-the-counter market under the Holding Foreign CompaniesAccountable Act if the PCAOB is unable to inspect or investigate completely auditors located in China for three consecutive years or,if proposedchanges to the law are enacted,for two consecutive years.The delisting of the ADSs,or the threat of their being delisted,may materially andadversely affect the value of your investment.”Implications of Being an Emerging Growth CompanyAs a company with less than US$1.07 billion in revenue for our last fiscal year,we qualify as an“emerging growth company”pursuant to theJumpstart Our Business Startups Act of 2012,as amended(the“JOBS Act”).An emerging growth company may take advantage of specifiedreduced reporting and other requirements compared to those that are otherwise applicable generally to public companies.These provisions includeexemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growthcompanys internal control over financial reporting.The JOBS Act also provides that an emerging growth company does not need to comply withany new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revisedaccounting standards.Pursuant to the JOBS Act,we have elected to take advantage of the benefits of this 142022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm24/364Table of Contentsextended transition period for complying with new or revised accounting standards.As a result,our operating results and financial statements maynot be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.We will remain an emerging growth company until the earliest of(1)the last day of the fiscal year during which we have total annual grossrevenues of at least US$1.07 billion;(2)the last day of our fiscal year following the fifth anniversary of the completion of this offering;(3)the dateon which we have,during the preceding three-year period,issued more than US$1.0 billion in non-convertible debt;or(4)the date on which we aredeemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended(the“Exchange Act”)which would occur if wehave been a public company for at least 12 months and the market value of the ADSs that are held by non-affiliates exceeds US$700 million as ofthe last business day of our most recently completed second fiscal quarter.Once we cease to be an emerging growth company,we will not beentitled to the exemptions provided in the JOBS Act as discussed above.Implications of Being a Controlled CompanyWe will be a“controlled company”as defined under the Nasdaq Stock Market Listing Rules because Mr.Peng Li,our founder,chairman andthe chief executive officer,will hold%of our total issued and outstanding ordinary shares and will be able to exercise%of the total votingpower of our issued and outstanding share capital upon the completion of this offering,assuming that the underwriters do not exercise their optionto purchase additional ADSs,or%of our total issued and outstanding ordinary shares and%of the total voting power of our issued andoutstanding share capital upon the completion of this offering,assuming that the underwriters exercise their option to purchase additional ADSs infull.As a result,Mr.Peng Li will have the ability to control or significantly influence the outcome of matters requiring approval by shareholders.For so long as we remain as a“controlled company,”we are permitted to elect not to comply with certain corporate governance requirements,including an exemption from the rule that a majority of our board of directors must be independent directors.We do not currently plan to utilize theexemptions available for controlled companies after we complete this offering,but instead,we plan to rely on the exemption available for foreignprivate issuers to follow our home country governance practices.As a result,you will not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.For details,see“Risk Factor Risks Related to the ADSs and thisOffering We will be a“controlled company”within the meaning of the Nasdaq Stock Market listing rules and,as a result,may rely onexemptions from certain corporate governance requirements that provide protection to shareholders of other companies.”Implications of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions ofthe securities rules and regulations in the United States that are applicable to U.S.domestic issuers.Moreover,the information we are required tofile with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S.domestic issuers.Inaddition,as a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation to corporategovernance matters that differ significantly from the corporate governance standards of the Nasdaq Stock Market.We currently intend to followCayman Islands corporate governance practices in lieu of the corporate governance standards of the Nasdaq Stock Market that listed companiesmust:(1)have a majority of independent directors,(2)have a nominating/corporate governance committee composed entirely of independentdirectors,(3)have an audit committee composed of at least three members,(4)obtain shareholders approval for issuance of securities in certainsituations,and(5)hold annual shareholders meetings.These practices may afford less protection to shareholders than they would enjoy if wecomplied fully with the corporate governance standards of the Nasdaq Stock Market.152022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm25/364Table of ContentsCorporate InformationOur principal executive offices are located at Room 710,5/F,Building No.1,Zone No.1,Ronghe Road,Chaoyang District,Beijing,PeoplesRepublic of China.Our telephone number at this address is 86-10 6493-8177.Our registered office in the Cayman Islands is located at the Officeof Sertus Incorporations(Cayman)Limited,Sertus Chambers,Governors Square,Suite#5-204,23 Lime Tree Bay Avenue,P.O.Box 2547,GrandCayman,KY1-1104,Cayman Islands.Our agent for service of process in the United States is Cogency Global Inc.at 122 East 42nd Street,18thFloor,New York,NY 10168.Investors should contact us for any inquiries through the address and telephone number of our principal executive office.Our main website .The information contained on our website is not a part of this prospectus.Conventions that Apply to this ProspectusUnless otherwise indicated or the context otherwise requires,and for purposes of this prospectus only:“ADRs”refers to the American depositary receipts,which,if issued,evidence the ADSs;“ADSs”refers to the American depositary shares,each of which represents Class A ordinary shares;“affiliated entities”refers to Beijing Feierlai,the variable interest entity,and its subsidiaries,and,in the context of describing ourconsolidated financial information,refers to the respective variable interest entity and its subsidiaries in connection with our businessat the relevant time before the completion of the restructuring and spin-off;“CAC”refers to the Cyberspace Administration of China;“CSRC”refers to the China Securities Regulatory Commission;“CAGR”refers to compound annual growth rate;“China”or the“PRC”refers to the Peoples Republic of China,and only in the context of describing the industry matters,includingthose derived from the F&S report,and the PRC laws,rules,regulations,regulatory authorities,and any PRC entities or citizens undersuch rules,laws and regulations and other legal or tax matters in this prospectus,excludes Taiwan,the Hong Kong SpecialAdministrative Region and the Macau Special Administrative Region;“Class A ordinary shares”refers to our Class A ordinary shares,par value US$0.0001 per share,upon the completion of this offering;“Class B ordinary shares”refers to our Class B ordinary shares,par value US$0.0001 per share,upon the completion of this offering;“repeat purchase rate”illustrates our ability to generate gross billings from repeat purchases of our premium courses by our payinglearners.To calculate this rate,we identify all paying learners who purchased our premium courses more than once on our platforms,then calculate the quotient from dividing(x)the gross billings attributable to purchases of our premium courses by such learnerssubsequent to the first-time purchase of our premium courses in a given period by(y)our total gross billings from such first-timepurchase in the same period;“ordinary shares”refers to our Class A ordinary shares and Class B ordinary shares,par value US$0.0001 per share;“introductory course learners”refers to learners who enroll in our introductory courses and receive the introductory course-relatedservices of our tutors.We calculate introductory course learners for each category(1)on a cumulated basis and(2)without countingduplicate enrollments by the same cell phone number or social media account;162022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm26/364Table of Contents “Nasdaq Stock Market”refers to Nasdaq Stock Market LLC;“paying learners”refers to learners who enroll in our premium courses and receive such course-related services of our tutors.Wecalculate paying learners for each category without counting duplicate enrollments by the same cell phone number or social mediaaccount;“pre-offering Class A ordinary shares”refers to our Class A ordinary shares,par value US$0.0001 per share,as of the date of thisprospectus,holders of each of which are entitled to one vote;“pre-offering Class B ordinary shares”refers to our Class B ordinary shares,par value of US$0.0001 per share,as of the date of thisprospectus,holders of each of which are entitled to ten votes;“registered users”refers to users who register on our platforms.We calculate registered users for each category(1)on a cumulatedbasis and(2)without counting duplicate cellphone numbers or social media accounts;“Renminbi”or“RMB”refers to the legal currency of China;“shares”refers to our share capital,par value of US$0.0001 per share;“US$,”“U.S.dollars”or“dollars”refers to the legal currency of the United States;“VIE”or“Beijing Feierlai”refers to Feierlai(Beijing)Technology Co.,Ltd.,the variable interest entity,and,“VIE,”in the context ofdescribing our consolidated financial information,refers to the respective variable interest entity in connection with our business at therelevant time before the completion of the restructuring and spin-off;“we,”“us,”“our company,”“our,”“QuantaSing,”or“QuantaSing Group”refers to QuantaSing Group Limited,together as a groupwith its subsidiaries,and,in the context of describing the substantive operations and financial information relating to such operationsof QuantaSing Group Limited and its subsidiaries and the affiliated entities as a whole,refers to QuantaSing Group Limited and itssubsidiaries and the affiliated entities.Where the context requires,in respect of the period prior to our company becoming the holdingcompany of its present subsidiaries,these terms also refer to such subsidiaries as if they were subsidiaries of our company at therelevant time;and “WFOE”or“Beijing Liangzizhige”refers to Beijing Liangzizhige Co.,Ltd.,our wholly-owned PRC subsidiary,and,“WFOE,”in thecontext of describing our consolidated financial information,refers to our respective wholly-owned subsidiary in connection with ourbusiness at the relevant time before the completion of the restructuring and spin-off.Unless specifically indicated otherwise or unless the context otherwise requires,all information in this prospectus assumes that theunderwriters will not exercise their option to purchase additional ADSs.We have made rounding adjustments to reach some of the figures included in this prospectus.Consequently,numerical figures shown astotals in some tables may not be arithmetic aggregations of the figures that precede them.Our reporting currency is Renminbi.This prospectus contains translations from Renminbi to U.S.dollars solely for the convenience of thereader.Unless otherwise noted,all translations from Renminbi to U.S.dollars and vice versa in this prospectus are made as RMB7.1135 toUS$1.0000,the exchange rate in effect as of September 30,2022,as set forth in the H.10 statistical release of The Board of Governors of theFederal Reserve System.All translations from Renminbi to U.S.dollars and vice versa for the industry data extracted from the F&S report aremade as RMB6.4566 to US$1.0000,the exchange rate in effect as of June 30,2021,as set forth in the same source.We make no representation thatany Renminbi or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or Renminbi,as the case may be,at any particularrate,or at all.172022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm27/364Table of ContentsTHE OFFERING Offering price per ADSWe expect that the initial public offering price will be between US$andUS$per ADS.ADSs offered by us ADSs(or ADSs if the underwriters exercise their option to purchaseadditional ADSs in full).ADSs outstanding immediately after this offering ADSs(or ADSs if the underwriters exercise their option to purchaseadditional ADSs in full).Ordinary shares to be issued and outstanding afterthis offering ordinary shares,comprising Class A ordinary shares and Class B ordinary shares(or ordinary shares if the underwriters exercise theiroption to purchase additional ADSs in full,comprising Class A ordinary sharesand Class B ordinary shares).ADSsEach ADS represents Class A ordinary shares,par value US$0.0001 per share.The depositary will hold the underlying Class A ordinary shares represented by your ADSs.You will have rights as provided in the deposit agreement among us,the depositary andholders and beneficial owners of ADSs from time to time.We do not expect to pay dividends in the foreseeable future.If,however,we declaredividends on our ordinary shares,the depositary will pay you the cash dividends and otherdistributions it receives on our Class A ordinary shares after deducting its fees andexpenses in accordance with the terms set forth in the deposit agreement.You may surrender your ADSs to the depositary in exchange for the underlying Class Aordinary shares,subject to the terms of the deposit agreement relating to the ADSs.Thedepositary will charge you fees for any exchange.We may amend or terminate the deposit agreement without your consent.If you continue tohold your ADSs after an amendment to the deposit agreement,you agree to be bound bythe deposit agreement as amended.You should carefully read“Description of American Depositary Shares”section in thisprospectus to better understand the terms of the ADSs.You should also read the depositagreement,which is filed as an exhibit to the registration statement that includes thisprospectus.Ordinary sharesFollowing the completion of this offering,our issued and outstanding share capital willconsist of Class A ordinary shares and Class B 182022/12/22Form F-1https:/www.sec.gov/Archives/edgar/data/1932770/000119312522309126/d715255df1.htm28/364Table of Contents ordinary shares.In respect of all matters subject to a shareholder vote,each Class Aordinary share is entitled to one vote,and each Class B ordinary share is entitled to tenvotes,voting together as one class,on all matter subject to vote at general meetings of ourcompany.Each Class B ordinary share is convertible into Class A ordinary share at any time by theholder thereof.Class A ordinary shares are not convertible into Class B ordinary sharesunder any circumstances.Upon any sale,transfer,assignment or disposition of Class Bordinary shares by a holder thereof to any person that is not Mr.Peng Li or his controlledentity,or upon a change of ultimate beneficial ownership of any Class B ordinary share toany person that is not Mr.Peng Li or a controlled entity of Mr.Peng Li,such Class Bordinary shares shall be automatically and immediately converted into the same number ofClass A ordinary shares.In additional,all outstanding Class B ordinary shares willautomatically convert into Class A ordinary shares upon the first to occur of(1)the deathor incapacity of Mr.Peng Li;(2)the date that Mr.Peng Li is no longer employed as ourchief executive officer for cause;(3)if Mr.Peng Li was not employed as our chiefexecutive officer for at least five years following this offering,the date when he is nolonger our chief executive officer;and(4)if Mr.Peng Li was employed as our chiefexecuti
2022-12-22
364页
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