[144] QuantaSing Group Limited American SEC Filing

Rhea-AI Filing Summary

Form 144 filing overview: On 26 June 2025, DCM VIII LP, an investment fund affiliated with a QuantaSing Group Ltd. (NASDAQ:QSG) director, filed a Form 144 indicating its intention to sell up to 8,123 American Depositary Receipts (ADRs). At the price disclosed in the filing, the proposed sale is valued at approximately US$70,140.

Scale of planned sale: The 8,123 ADRs represent roughly 0.0026 % of the company’s 311.3 million shares outstanding, implying negligible dilution or ownership impact. Morgan Stanley Smith Barney LLC will execute the trade, with the transaction targeted for 26 June 2025 on Nasdaq.

Recent insider activity: Related DCM entities sold an aggregate 79,332 ADRs over the prior three months, generating gross proceeds of about US$730,370. Even collectively, these disposals equal only ~0.025 % of shares outstanding, suggesting limited market pressure.

Acquisition background: The securities were originally obtained via a private purchase from the issuer on 23 April 2018 for cash. The filer certified that it holds no undisclosed material adverse information about QuantaSing. The notice was signed by Andre Levi.

Key takeaway: The filing is an administrative notice of a relatively small insider sale; it contains no operational or financial data and does not materially alter the investment thesis on QSG.

Insights

Securities Analyst

Tiny insider sale; negligible dilution, limited market impact.

The proposed 8,123-ADR sale equals roughly 0.003 % of outstanding shares, translating to a modest US$70k. Even the aggregated 79k ADRs sold recently by related funds represent only ~0.03 % of the float. From a liquidity and valuation standpoint, this is immaterial and unlikely to pressure the stock. The sale appears to be routine portfolio rebalancing rather than a signal of deteriorating fundamentals, especially since the filer attests to having no undisclosed adverse information. Investors should monitor the cadence of future Form 144s, but today’s notice alone warrants a neutral view.

Corporate Governance Expert

Routine Form 144; insider selling trend modest but worth tracking.

DCM VIII LP, linked to a board director, is exercising its right to dispose of a small ADR block. While governance best practice encourages transparency—achieved through this timely filing—the continued trickle of sales by related funds merits observation for patterns that could hint at future governance or alignment issues. However, the scale remains far below thresholds that typically raise red flags. Accordingly, the governance impact is low, yet investors may wish to watch for escalating volumes.

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	0001660062
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 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	8123	70140.48	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			8123	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 AFFILIATES FUND VII, 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
DCM VIII LP 2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT BEIJING F4 100102	ADR	06/25/2025	5926	54557.72

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 being sold under this Form 144?

The filing covers 8,123 ADRs.

What is the estimated market value of the shares to be sold?

The aggregate market value disclosed is approximately US$70,140.

Who is the seller and what is their relationship to QuantaSing?

The seller is DCM VIII LP, an entity affiliated with a company director.

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

The 8,123 ADRs equal about 0.0026 % of the company’s 311.3 million shares outstanding.

How many shares have related entities sold in the past three months?

Related DCM funds sold a combined 79,332 ADRs during the last three months.

When were the ADRs originally acquired by the seller?

They were acquired on 23 April 2018 through a private purchase from the issuer.