[144] QuantaSing Group Limited American SEC Filing

Rhea-AI Filing Summary

Form 144 filing overview: QuantaSing Group Ltd. (NASDAQ: QSG) received a Rule 144 notice dated 06/27/2025 from DCM Affiliates Fund VIII, LP, an affiliate of a QSG director. The fund plans to dispose of 29,190 American Depositary Receipts (ADRs) through Morgan Stanley Smith Barney on NASDAQ. The proposed sale is valued at $235,262.64 based on the market price at the time of filing.

Historical selling activity: The same group of related DCM entities disclosed sales on 25-26 June 2025 totaling 188,074 ADRs for aggregate gross proceeds of approximately $1.67 million. All sold securities were ADRs identical to the class now being offered.

Scale relative to outstanding shares: QuantaSing reports 311,328,381 ADRs outstanding. The newly-proposed 29,190-ADR sale equals roughly 0.009 % of shares outstanding, while the recent 3-day sales equal about 0.060 %. Although small in percentage terms, the notice confirms continuing insider-related distributions.

Acquisition background: The securities were originally acquired on 04/23/2018 via a private transaction with the issuer for cash.

Key compliance note: By signing the form, the filer certifies that it is not in possession of undisclosed material adverse information and acknowledges potential liability for misstatements under 18 U.S.C. 1001.

Positive

• None.

Negative

• Insider disposition: A director-affiliated fund plans to sell 29,190 ADRs and has already sold 188,074 ADRs in recent days, signalling continued insider selling.

Insights

Securities Analyst

TL;DR: Director-linked fund seeks to sell 29k ADRs after selling 188k in prior days; small percentage but indicates ongoing insider distribution.

The Form 144 shows a director-affiliated vehicle continuing to monetize its QSG position. The proposed 29,190-ADR sale worth ~$235k follows $1.67 million of disposals in the preceding two trading days. Even aggregated, the shares involved are <1 % of the 311 million ADR float, limiting direct supply pressure. However, investors often track insider trends; successive filings may be read as waning long-term commitment from early investors. No financial performance data accompany the notice, so valuation impact hinges mostly on sentiment. Given the minor dilution effect but potential perception risk, I rate the filing as moderately negative.

Corporate Governance Expert

TL;DR: Routine compliance filing; minimal ownership impact, yet flags continued insider selling worth ~$1.9 m in total.

From a governance stance, the filing evidences proper Rule 144 disclosure by a control person. The staggered sales strategy over consecutive days suggests an orderly exit rather than a block trade, reducing market shock. The seller affirms no undisclosed adverse information, aligning with best-practice transparency. Nonetheless, cumulative insider sales near quarter-end can attract scrutiny over board alignment with public shareholders. Given the limited absolute volume, I classify the event as low impact but directionally negative for sentiment.

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	29190	235262.64	311328381	06/27/2025	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			29190	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	06/26/2025	8123	70140.48
DCM VENTURES CHINA FD (DCM VIII) LP 2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT BEIJING F4 100102	ADR	06/26/2025	98199	847928.73
DCM AFFILIATES FUND VIII, LP 2/F, BUILDING D RONSIN TECHNOLOGY CENTER CHAOYANG DISTRICT BEIJING F4 100102	ADR	06/26/2025	2420	20896.22
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	06/27/2025
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 QSG ADRs are proposed for sale under this Form 144?

The filing covers 29,190 ADRs valued at approximately $235,263.

Who is selling the shares and what is their relationship to QuantaSing (QSG)?

The seller is DCM Affiliates Fund VIII, LP, an affiliate of a QSG director.

When is the planned sale date for the 29,190 ADRs?

The approximate sale date disclosed is 06/27/2025.

How significant is the sale relative to QSG's shares outstanding?

29,190 ADRs equal roughly 0.009 % of the 311,328,381 ADRs outstanding.

What insider sales have occurred in the past three months?

Related DCM entities sold 188,074 ADRs on 25-26 June 2025, generating about $1.67 million in gross proceeds.

Which broker will execute the proposed transaction?

The filing lists Morgan Stanley Smith Barney LLC, 1 New York Plaza, New York, NY 10004.