BQ · Boqii Holding Limited

The adoption of the Fifteenth Amended and Restated Memorandum and Articles of Association represents a significant governance update for Boqii Holding Limited, a Cayman Islands exempted company. Passed via special resolution on 6 May 2026, this filing discloses comprehensive revisions to the company's foundational documents under the Companies Act (As Revised) of the Cayman Islands. Key changes include formalizing the authorized share capital at US$2,000 across 20 billion shares, structured into specific classes: 15 billion Class A Ordinary Shares, 1 billion each of Class B and Class C Ordinary Shares, and 3 billion shares of flexible classes as determined by the Board. This structure provides substantial flexibility for future equity issuances, redemptions, or capital adjustments, subject to statutory and article provisions. The document also specifies the registered office and reaffirms unrestricted objects, full corporate powers, and limitations on trading within the Cayman Islands except for necessary contracts. Detailed definitions establish governance terms like Founders (including Mr. Hao (Louis) Liang, Ms. Yingzhi (Lisa) Tang, Mr. Di (Jackie) Chen, and Merchant Tycoon Limited), Affiliates, Control, and various committees, which could influence voting rights, board composition, and shareholder dynamics. Investors should review the full exhibit for implications on share rights, director powers, and compliance with Designated Stock Exchange rules.