[144] QuantaSing Group Limited American SEC Filing

Rhea-AI Filing Summary

Form 144 filing overview: DCM Ventures China Fund (DCM VIII) LP, identified as a director-level affiliate of QuantaSing Group Ltd. (QSG), has filed a Form 144 to sell up to 98,199 American Depositary Receipts (ADRs) of the company.

Transaction specifics

• Broker: Morgan Stanley Smith Barney LLC (Executive Financial Services, New York, NY).
• Proposed sale date: 26 June 2025.
• Aggregate market value of proposed sale: US $847,928.73.
• Shares outstanding: 311,328,381 ADRs.
• The proposed sale therefore represents roughly 0.03 % of total shares outstanding (calculated from figures provided in the filing).

Recent insider sales (past 3 months):

• DCM VIII LP – 5,926 ADRs for US $54,557.72 (25 Jun 2025).
• DCM Affiliates Fund VIII LP – 1,765 ADRs for US $16,249.47 (25 Jun 2025).
• DCM Ventures China Fund (DCM VIII) LP – 71,641 ADRs for US $659,562.87 (25 Jun 2025).

Combining the prior 79,332 ADRs already sold with the newly-filed 98,199 ADRs brings the potential total insider disposition to 177,531 ADRs, still below 0.1 % of shares outstanding.

The signatory, /s/ Andre Levi, confirms compliance with Rule 144 requirements and states that no undisclosed material adverse information is known. No remarks or special conditions are noted.

Key takeaway for investors: The filing signals additional but quantitatively minor insider selling activity by a director-related fund. Given the very small proportion of shares involved, the event is unlikely to have a material impact on QuantaSing’s share structure or trading dynamics, but investors may monitor if the pattern of sales accelerates.

Insights

Securities Analyst

TL;DR: Director-related fund plans to sell 98k QSG ADRs, only 0.03 % of float; unlikely to move the stock materially.

The Form 144 discloses another tranche of insider selling by DCM Ventures, a director-level affiliate. Even when combined with sales earlier this week, the aggregate 177.5k ADRs equal less than one-tenth of one percent of QuantaSing’s 311 million outstanding ADRs, keeping the action well within typical Rule 144 volume limits. The broker of record is Morgan Stanley, and the sale date is set for 26 June 2025. No adverse information was disclosed and the signature attests to full public transparency. From a liquidity standpoint, daily NASDAQ volume for QSG generally exceeds this amount, so price pressure is expected to be negligible. Overall, I view the filing as routine and not market-moving.

Corporate Governance Expert

TL;DR: Routine Rule 144 notice; insider selling persists but scale remains immaterial to governance risk.

DCM Ventures China Fund, linked to board representation, continues its orderly exit strategy. The fund complies with Rule 144 disclosure, and prior monthly sales have been modest. While continued disposals can sometimes flag diminishing confidence, the percentages here are microscopic relative to the company’s capital base. No governance red flags—such as sudden resignations, undisclosed information, or large concentration sales—are present. As such, the filing does not materially alter risk assessments for institutional holders.

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	0001660061
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 VENTURES CHINA FD (DCM 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	98199	847928.73	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			98199	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 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
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

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) ADRs are proposed to be sold under this Form 144?

The filing covers 98,199 ADRs to be sold on or about 26 June 2025.

What percentage of QuantaSing’s outstanding shares does the proposed sale represent?

With 311,328,381 ADRs outstanding, the proposed 98,199 ADRs equal roughly 0.03 % of total shares.

Who is the seller in this Form 144 filing for QSG?

The seller is DCM Ventures China Fund (DCM VIII) LP, identified as a director-level affiliate.

Which broker will execute the planned sale of QSG shares?

The broker is Morgan Stanley Smith Barney LLC, Executive Financial Services, New York.

Have there been recent insider sales of QuantaSing ADRs?

Yes. On 25 Jun 2025, affiliated funds sold a combined 79,332 ADRs for gross proceeds of about US $730,370.