[144] QuantaSing Group Limited American SEC Filing

Rhea-AI Filing Summary

QuantaSing Group Ltd. (QSG) – Form 144 filing dated 26 Jun 2025 details a proposed insider sale under Rule 144.

• Seller: DCM Affiliates Fund VIII, LP, identified as a Director-related holder.
• Proposed sale: 2,420 American Depositary Receipts (ADRs) through Morgan Stanley Smith Barney LLC on or about 26 Jun 2025.
• Market value: US $20,896.22 (≈ $8.63 per ADR).
• Share base: 311,328,381 ADRs outstanding; the proposed sale equals ≈0.0008 % of shares outstanding—an immaterial fraction.
• Recent activity: The same fund complex disposed of 79,332 ADRs over the previous day (25 Jun 2025) for gross proceeds of US $730,370.06.
• Acquisition history: The securities were originally acquired in a private transaction on 23 Apr 2018 for cash.

The filing affirms that the seller possesses no undisclosed material adverse information and has signed under penalty of Rule 144 and 18 U.S.C. 1001. No additional financial metrics, earnings data, or strategic developments are provided.

Investor takeaway: While insider selling can signal negative sentiment, the volume (<1 bps of float) and dollar amount are de minimis; therefore, the filing is unlikely to affect market valuation materially. It mainly reflects routine liquidity management by a venture-capital affiliate.

Positive

• None.

Negative

• Insider selling: Director-linked fund intends to sell 2,420 ADRs and has recently sold 79,332 ADRs, which, while small, may be perceived negatively by some investors.

Insights

Securities Analyst

TL;DR: Minor insider sale—immaterial size, neutral impact.

The proposed divestiture of 2,420 QSG ADRs represents less than one-tenth of one basis point of total shares. Even aggregating the prior-day block sales (79,332 ADRs), the cumulative 3-month disposal sits below 0.03 % of shares outstanding. Such volumes rarely influence liquidity or price discovery in a stock that trades hundreds of thousands of shares daily. The Rule 144 notice signals regulatory compliance rather than strategic repositioning. No new financial or operational information accompanies the filing, so valuation drivers remain unchanged. I classify the impact as neutral.

Corporate Governance Expert

TL;DR: Routine Rule 144 compliance; minimal governance concern.

DCM Affiliates Fund VIII, LP—linked to a board-level director—continues an orderly exit program, properly disclosing planned sales. The adherence to Rule 144 and explicit statement of no material undisclosed information mitigates governance risk. Insider selling can raise flags, but the trifling percentage and the fund’s VC mandate support a benign interpretation. No board-level resignations or control changes are implicated. Therefore, from a governance perspective, the event is not impactful.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001669017
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	QUANTASING GROUP LTD.
SEC File Number	001-41590
Address of Issuer	2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT BEIJING CHINA 100102
Phone	86 10 64937857
Name of Person for Whose Account the Securities are To Be Sold	DCM AFFILIATES FUND VIII, LP
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ADR	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	2420	20896.22	311328381	06/26/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ADR	04/23/2018	Private Acquisition from Issuer/Affiliate	Issuer			2420	04/23/2018	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
DCM VENTURES CHINA FD (DCM VIII) LP 2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT BEIJING F4 100102	ADR	06/25/2025	71641	659562.87
DCM VIII LP 2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT BEIJING F4 100102	ADR	06/25/2025	5926	54557.72
DCM AFFILIATES FUND VIII, LP 2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT BEIJING F4 100102	ADR	06/25/2025	1765	16249.47

144: Remarks and Signature

Remarks
Date of Notice	06/26/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Andre Levi
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many QuantaSing (QSG) shares are being sold under this Form 144?

The notice covers 2,420 ADRs to be sold on or about 26 Jun 2025.

What is the market value of the proposed QSG insider sale?

Aggregate market value is US $20,896.22 (≈ $8.63 per ADR).

Who is selling the QSG shares and what is their relationship to the company?

The seller is DCM Affiliates Fund VIII, LP, linked to a company Director.

How significant is the sale relative to QuantaSing’s shares outstanding?

The 2,420 ADRs equal roughly 0.0008 % of the 311,328,381 ADRs outstanding—an immaterial amount.

Were there other recent insider sales of QSG stock?

Yes, affiliated funds sold 79,332 ADRs on 25 Jun 2025 for gross proceeds of $730,370.06.