QUANTASING GROUP LTD SEC Filings

Here Group Limited (QSG) outlined the terms of its American Depositary Share (ADS) program under a Form F‑6, with Citibank, N.A. as depositary. Each ADS represents the right to receive three (3) fully paid Class A ordinary shares. The ADS-to-share ratio may be adjusted as provided in the deposit agreement. ADSs are eligible for DTC settlement, and uncertificated ADSs may be issued subject to the agreement.

The filing details how holders can deposit and withdraw shares, transfer, split or combine ADRs, and how record dates are set for dividends, rights and voting. It explains treatment of cash and share distributions, elective distributions, rights offerings, redemptions, and corporate actions. It also covers ownership and reporting restrictions that may apply under law or the company’s articles, the fee schedule framework for issuances, cancellations and distributions, and tax withholdings. Voting follows the company’s rules (including polls); the depositary does not exercise discretion without instructions. Amendments, termination mechanics, and New York governing law (with a jury‑trial waiver) are also specified.

QuantaSing Group Limited (QSG) filed its annual report and detailed a strategic pivot to pop toys. The company acquired control of Shenzhen Letsvan in March 2025 and began consolidating results from April 2025, marking a shift away from legacy online learning after the VIE termination effective September 30, 2025.

For the fiscal year ended June 30, 2025, net income was RMB356.6 million (approximately $49.8 million). The pop toy business contributed RMB65.8 million in revenue in FY2025 as a new line. The board declared a special cash dividend of $0.067 per ordinary share, or $0.201 per ADS, with total cash dividends paid of $10.9 million in November 2024.

As of June 30, 2025, there were 114,114,919 Class A shares and 49,859,049 Class B shares outstanding; each ADS represents three Class A shares. The company completed a CAC cybersecurity review for its IPO in August 2022 and notes ongoing compliance considerations under PRC CSRC filing rules. The HFCAA risk has eased following PCAOB’s 2022 access report, though annual reassessment continues.

QuantaSing Group Limited Schedule 13G/A discloses that several GGV-sponsored entities and five GGV managing directors jointly report beneficial ownership of Class A ordinary shares as of June 30, 2025. The filing states ownership consists of 95,697 Class A shares (held as 31,899 ADSs) by GGV Capital VI Entrepreneurs Fund and 2,216,256 Class A shares (held as 738,752 ADSs) by GGV Discovery I, totaling reporting persons' shared voting and dispositive power over 2,311,953 Class A shares, equal to 2.2% of the class based on 103,776,127 shares outstanding as of June 30, 2024. Each ADS represents three Class A shares. The reporting persons disclaim status as a group and identify their jurisdictions and signatures certifying the report dated August 14, 2025.

QuantaSing Group Ltd Schedule 13G/A (Amendment No. 3) confirms that four Qiming-related reporting persons — Qiming Corporate GP VI, Ltd.; Qiming Managing Directors Fund VI, L.P.; Qiming GP VI, L.P.; and Qiming Venture Partners VI, L.P. — no longer beneficially own any Class A Ordinary Shares. The cover-page figures show 0 shares and 0% of the class, and the filing is described as an exit filing for these reporting persons.

The document lists voting and dispositive powers as 0 for each reporting person and states that, as of June 30, 2025, they ceased to beneficially own shares. This filing is a routine disclosure that clarifies institutional ownership status in the issuer’s shareholder register.

Schedule 13D/A Amendment No. 2 highlights a material change in the ownership position of DCM Ventures–affiliated funds in QuantaSing Group Ltd. (NASDAQ: QSG). The venture capital firm and its related entities – Main Fund VIII, Side Fund VIII, Affiliates Fund VIII, their general partners (DCM VIII DGP and DCM VIII UGP) and directors Matthew C. Bonner, F. Hurst Lin, and Andre G. Levi – now beneficially own 24,370,389 Class A ordinary shares represented by 8,123,463 ADSs, equal to 21.4 % of QuantaSing’s outstanding shares (114,114,919 ordinary shares as at 30 June 2025).

The amendment was required after three consecutive open-market sales on 25–27 June 2025 reduced the group’s aggregate ownership by more than one percentage point compared with the previous filing (Amendment No. 1 dated 14 Feb 2025). Specifically, Main Fund VIII, Side Fund VIII and Affiliates Fund VIII disposed of 1,354,575 ADSs (equal to 4,063,725 ordinary shares) for ≈ US$12.24 million in total proceeds at weighted average prices of $9.2065, $8.6348 and $8.0597 per ADS.

Post-transaction holdings are:

• Main Fund VIII: 22,007,410 shares (19.3 %)
• Side Fund VIII: 1,820,446 shares (1.6 %)
• Affiliates Fund VIII: 542,533 shares (0.5 %)

Purpose & future intent: DCM states its investment is for general investment purposes and that it may further buy or sell shares depending on QuantaSing’s performance, market conditions and other opportunities. One director nominee of the funds, Frank Hurst Lin, currently sits on QuantaSing’s board.

Investor takeaway: Although DCM remains QuantaSing’s largest known shareholder, the sizable sale—about 14 % of its prior stake—signals partial profit-taking and could indicate a more flexible stance toward future liquidity events.