Boqii Announces Plan to End ADR Program and Consolidate Ordinary Shares to Trade on AMEX

Rhea-AI Summary

Boqii Holding (NYSE American: BQ), China's leading pet-focused platform, announced plans to terminate its ADR program and implement a significant 1-for-160 reverse stock split. The company will consolidate its ordinary shares and transition from ADSs to direct Class A ordinary share trading on the NYSE American exchange under the same "BQ" symbol.

The changes, approved by shareholders on June 26, 2025, include appointing VStock Transfer as the U.S. transfer agent and assigning a new CUSIP number (G1311F119) for the Class A ordinary shares. Upon completion, the ADSs will be delisted while the underlying ordinary shares will continue trading on AMEX.

Positive

• None.

Negative

• Significant 1-for-160 reverse stock split may indicate share price concerns
• Potential for temporary trading disruption during transition
• Risk of decreased liquidity for U.S. investors after ADR program termination

Insights

Securities Structure Expert

Boqii is restructuring its U.S. trading from ADRs to direct ordinary shares with a dramatic 160:1 reverse split—a significant technical change but not necessarily value-additive.

Boqii Holding is executing three simultaneous structural changes to its securities: terminating its American Depositary Receipt (ADR) program, implementing a substantial 160:1 reverse stock split, and switching to direct trading of its Class A ordinary shares on NYSE American under the same ticker.

This triple maneuver is primarily a technical adjustment to the company's capital structure rather than a fundamental business change. The 160:1 reverse split is particularly noteworthy for its extreme ratio. Reverse splits of this magnitude typically indicate a company has been trading at very low share prices and is attempting to raise its per-share price to maintain exchange listing requirements or improve investor perception.

For existing ADR holders, each ADR currently represents 2 Class A ordinary shares. After the restructuring, every 160 ordinary shares will be consolidated into 1 new ordinary share. This effectively creates an 80:1 consolidation from the perspective of current ADR holders.

While the company will maintain its NYSE American listing and keep the same "BQ" ticker symbol, this change means U.S. investors will directly own ordinary shares of a Cayman Islands entity rather than ADRs. This removes a layer of intermediation (the depositary bank) but potentially introduces new considerations regarding shareholder rights, tax treatment, and trading mechanics.

These structural changes don't inherently create or destroy shareholder value, but they do signal potential concerns about the company's historical stock price performance and may introduce new complexities for U.S. investors accustomed to the ADR structure.

SHANGHAI, June 27, 2025 /PRNewswire/ -- Boqii Holding Limited ("Boqii" or the "Company") (NYSE American: BQ) today announced that it will terminate the Deposit Agreement dated September 29, 2020 (the "Termination"), among the Company, The Bank of New York Mellon (the "Depositary"), and the owners and holders of American depositary shares (the "ADSs") from time to time in the near future, which was approved by its shareholders on June 26, 2025. In conjunction with this Termination, the Company will effect a reverse stock split, consolidating every 160 ordinary shares into one new ordinary share (the "Reverse Split").

In connection with the termination of the Company's ADR facility and Reverse Split, the Company plans to list its Class A ordinary shares for trading on NYSE American LLC ("AMEX") in substitution for the ADSs (the "Substitution Listing"). The Company expects that, upon the effectiveness of the Substitution Listing, its ADSs will cease to be listed on AMEX while the Class A ordinary shares represented by the ADSs will trade on AMEX under the symbol of "BQ." The Company has appointed VStock Transfer, LLC as its transfer agent in the United States for its ordinary shares. The new Committee on Uniform Securities Identification Procedures (CUSIP) for the Company's Class A ordinary shares number is G1311F119.

About Boqii Holding Limited

Boqii Holding Limited (NYSE American: BQ) is a leading pet-focused platform in China. It is the leading online destination for pet products and supplies in China with a broad selection of high-quality products including global leading brands, local emerging brands, and its own private label, Yoken, Mocare and D-cat, offered at competitive prices. Boqii's online sales platforms, including Boqii Mall and our flagship stores on third-party e-commerce platforms, provide customers with convenient access to a wide selection of high-quality pet products and an engaging and personalized shopping experience. Its Boqii Community provides an informative and interactive content platform for users to share their knowledge and love for pets.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission ("SEC"), in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Further information regarding such risks, uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

For investor inquiries, please contact:

Boqii Holding Limited
Investor Relations
Tel: +86-21-6882-6051
Email: ir@boqii.com

 

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SOURCE Boqii Holding Limited

FAQ

What is Boqii's (BQ) reverse stock split ratio and when was it approved?

Boqii's shareholders approved a 1-for-160 reverse stock split on June 26, 2025, which will consolidate every 160 ordinary shares into one new ordinary share.

How will Boqii's ADR termination affect its stock trading?

After termination, Boqii's ADSs will cease trading, and the company's Class A ordinary shares will trade directly on NYSE American under the symbol 'BQ'. VStock Transfer will serve as the U.S. transfer agent.

What is Boqii's new CUSIP number for Class A ordinary shares?

The new CUSIP number for Boqii's Class A ordinary shares is G1311F119.

What is Boqii's main business focus?

Boqii is China's leading pet-focused platform, offering pet products and supplies through online platforms including Boqii Mall and third-party e-commerce sites, featuring global brands, local brands, and private labels Yoken, Mocare, and D-cat.

Will Boqii continue trading on the same exchange after the ADR termination?

Yes, Boqii will continue trading on NYSE American (AMEX) under the same 'BQ' symbol, but as Class A ordinary shares instead of ADSs.