UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Boqii Holding Limited
(Name of Issuer)
Class A Ordinary Shares, par value US$0.001 per share
(Titles of Class of Securities)
09950L 104**
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| ** | CUSIP number 09950L 104 applies to the American Depositary Shares (“ADSs”) of Boqii Holding Limited (the “Issuer”), four ADSs representing three Class A ordinary shares (“Class A Ordinary Shares”) of the Issuer. |
| CUSIP No. 09950L 104 | 13G | Page 2 of 15 |
| 1 |
NAME OF REPORTING PERSONS
China Merchants Bank Co., Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
9,723,259 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
9,723,259 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,723,259 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.7%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2020. |
| CUSIP No. 09950L 104 | 13G | Page 3 of 15 |
| 1 |
NAME OF REPORTING PERSONS
CMB International Capital Holdings Corporation Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
9,723,259 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
9,723,259 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,723,259 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.7%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the SEC on September 30, 2020. |
| CUSIP No. 09950L 104 | 13G | Page 4 of 15 |
| 1 |
NAME OF REPORTING PERSONS
CMB International Capital Corporation Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
9,723,259 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
9,723,259 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,723,259 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.7%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the SEC on September 30, 2020. |
| CUSIP No. 09950L 104 | 13G | Page 5 of 15 |
| 1 |
NAME OF REPORTING PERSONS
CMB International Capital Holdings (Shenzhen) Corporation Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
6,637,584 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
6,637,584 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,637,584 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.1%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the SEC on September 30, 2020. |
| CUSIP No. 09950L 104 | 13G | Page 6 of 15 |
| 1 |
NAME OF REPORTING PERSONS
Shanghai Qiji Technology LLP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
6,637,584 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
6,637,584 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,637,584 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.1%* | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the SEC on September 30, 2020. |
| CUSIP No. 09950L 104 | 13G | Page 7 of 15 |
| 1 |
NAME OF REPORTING PERSONS
CMB International Investment Management Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
3,085,675 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
3,085,675 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,085,675 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the SEC on September 30, 2020. |
| CUSIP No. 09950L 104 | 13G | Page 8 of 15 |
| 1 |
NAME OF REPORTING PERSONS
CMB International Private Investment Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
3,085,675 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
3,085,675 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,085,675 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the SEC on September 30, 2020. |
| CUSIP No. 09950L 104 | 13G | Page 9 of 15 |
| 1 |
NAME OF REPORTING PERSONS
CMBI Private Equity Series SPC acting for and on behalf of Internet Retail Fund I SP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
- 0 - | ||||
| 6 | SHARED VOTING POWER
3,085,675 | |||||
| 7 | SOLE DISPOSITIVE POWER
- 0 - | |||||
| 8 | SHARED DISPOSITIVE POWER
3,085,675 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,085,675 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.6%* | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | Calculated based on the number in Row 9 above divided by 55,027,032, being the total number of Class A Ordinary Shares, reported as outstanding immediately following the Issuer’s initial public offering in its prospectus publicly filed with the SEC on September 30, 2020. |
| Item 1(a). | Name of Issuer: |
Boqii Holding Limited
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Building 9, No. 388, Shengrong Road
Pudong New District, Shanghai 201210
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
China Merchants Bank Co., Limited
CMB International Capital Holdings Corporation Limited
CMB International Capital Corporation Limited
CMB International Capital Holdings (Shenzhen) Corporation Limited
Shanghai Qiji Technology LLP
CMB International Investment Management Limited
CMB International Private Investment Limited
CMBI Private Equity Series SPC acting for and on behalf of Internet Retail Fund I SP
(each, a “Reporting Person” and, collectively, “Reporting Persons”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of China Merchants Bank Co., Limited, CMB International Capital Holdings Corporation Limited, CMB International Capital Corporation Limited, CMB International Investment Management Limited, CMB International Private Investment Limited and CMBI Private Equity Series SPC acting for and on behalf of Internet Retail Fund I SP is as follows:
c/o CMB International Capital Corporation Limited
46th Floor, Champion Tower, 3 Garden Road, Hong Kong
The principal business address of each of Shanghai Qiji Technology LLP and CMB International Capital Holdings (Shenzhen) Corporation Limited is as follows:
c/o CMB International Capital Holdings (Shenzhen) Corporation Limited
26/F, Tower A, East Pacific International Center
#7888 Shennan Road, Shenzhen, P.R. China
| Item 2(c). | Citizenship: |
Hong Kong:
China Merchants Bank Co., Limited
CMB International Capital Holdings Corporation Limited
CMB International Capital Corporation Limited
People’s Republic of China:
CMB International Capital Holdings (Shenzhen) Corporation Limited
Shanghai Qiji Technology LLP
British Virgin Islands:
CMB International Investment Management Limited
Cayman Islands:
CMB International Private Investment Limited
CMBI Private Equity Series SPC acting for and on behalf of Internet Retail Fund I SP
Page 10 of 15
| Item 2(d). | Titles of Classes of Securities: |
Class A Ordinary Shares, par value US$0.001 per share
| Item 2(e). | CUSIP Number: |
09950L 104*
* CUSIP number 09950L 104 applies to the ADSs of the Issuer, four ADSs representing three Class A Ordinary Shares.
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n): |
| (a) | ☐ Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o). |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3). |
| (j) | ☐ Non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J). |
| (k) | ☐ Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution:
Page 11 of 15
| Item 4. | Ownership |
The following information with respect to the beneficial ownership of the Issuer’s Class A Ordinary Shares by each of the Reporting Persons is presented as of December 31, 2020:
| Reporting Person |
(a) Amount beneficially owned(1): |
(b) Percent of class(2): |
(c) Number of shares as to which the person has: |
|||||||||||||||||||||
| (i) Sole power to vote or to direct the vote |
(ii) Shared power to vote or to direct the vote(1) |
(iii) Sole power to dispose or to direct the disposition of |
(iv) Shared power to dispose or direct the disposition of(1) |
|||||||||||||||||||||
| China Merchants Bank Co., Limited |
9,723,259 | 17.7 | % | 0 | 9,723,259 | 0 | 9,723,259 | |||||||||||||||||
| CMB International Capital Holdings Corporation Limited |
9,723,259 | 17.7 | % | 0 | 9,723,259 | 0 | 9,723,259 | |||||||||||||||||
| CMB International Capital Corporation Limited |
9,723,259 | 17.7 | % | 0 | 9,723,259 | 0 | 9,723,259 | |||||||||||||||||
| CMB International Capital Holdings (Shenzhen) Corporation Limited |
6,637,584 | 12.1 | % | 0 | 6,637,584 | 0 | 6,637,584 | |||||||||||||||||
| Shanghai Qiji Technology LLP |
6,637,584 | 12.1 | % | 0 | 6,637,584 | 0 | 6,637,584 | |||||||||||||||||
| CMB International Investment Management Limited |
3,085,675 | 5.6 | % | 0 | 3,085,675 | 0 | 3,085,675 | |||||||||||||||||
| CMB International Private Investment Limited |
3,085,675 | 5.6 | % | 0 | 3,085,675 | 0 | 3,085,675 | |||||||||||||||||
| CMBI Private Equity Series SPC acting for and on behalf of Internet Retail Fund I SP |
3,085,675 | 5.6 | % | 0 | 3,085,675 | 0 | 3,085,675 | |||||||||||||||||
| (1) | CMBI Private Equity Series SPC acting for and on behalf of Internet Retail Fund I SP (“SPC”), a segregated portfolio company incorporated under the laws of the Cayman Islands, directly holds 3,085,675 Class A Ordinary Shares. Shanghai Qiji Technology LLP (“Qiji”), a limited partnership formed under the laws of the People’s Republic of China, directly holds 6,637,584 Class A Ordinary Shares. |
| CMB International Private Investment Limited (“CMBIPI”), a company incorporated under the laws of the Cayman Islands, owns all the management shares of SPC. CMBIPI is wholly owned by CMB International Investment Management Limited (“CMBIIM”), a company incorporated under the laws of the British Virgin Islands. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of CMBIPI and CMBIIM may be deemed to beneficially own all of the Issuer’s shares held by SPC. |
| CMB International Capital Holdings (Shenzhen) (“CMBICH SZ”) owns the majority of interest in Qiji. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, CMBICH SZ may be deemed to beneficially own all of the Issuer’s shares held by Qiji. |
| Each of CMBICH SZ and CMBIIM is wholly owned by CMB International Capital Corporation Limited (“CMBICC”), a company incorporated in Hong Kong. CMBICC is a majority-owned subsidiary of CMB International Capital Holdings Corporation Limited (“CMBICH”), a company incorporated in Hong Kong. CMBICH is wholly owned by China Merchants Bank Co., Limited (“CMB”), a company incorporated in Hong Kong and listed on the Stock Exchange of Hong Kong. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of CMBICC, CMBICH and CMB may be deemed to beneficially own all of the Issuer’s shares held by SPC and Qiji. |
| (2) | Calculated based on the number Class A Ordinary Shares beneficially owned by each of the Reporting Persons as of December 31, 2020, divided by 55,027,032, being the total number of Class A Ordinary Shares outstanding immediately following the Issuer’s initial public offering, as reported in its prospectus publicly filed with the SEC on September 30, 2020. |
Page 12 of 15
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not Applicable.
Page 13 of 15
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Joint Filing Agreement | |
Page 14 of 15
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2021
| CHINA MERCHANTS BANK CO., LIMITED | ||
| By: | /s/ Huiyu Tian | |
| Name: | Huiyu Tian | |
| Title: | Director | |
| CMB INTERNATIONAL CAPITAL HOLDINGS CORPORATION LIMITED | ||
| By: | /s/ Huiyu Tian | |
| Name: | Huiyu Tian | |
| Title: | Director | |
| CMB INTERNATIONAL CAPITAL CORPORATION LIMITED | ||
| By: | /s/ Xiaosong Xu | |
| Name: | Xiaosong Xu | |
| Title: | Director | |
| CMB INTERNATIONAL CAPITAL HOLDINGS (SHENZHEN) CORPORATION LIMITED | ||
| By: | /s/ Weirong Li | |
| Name: | Weirong Li | |
| Title: | Director | |
| SHANGHAI QIJI TECHNOLOGY LLP | ||
| By: | /s/ Weirong Li | |
| Name: | Weirong Li | |
| Title: | Director | |
| CMB INTERNATIONAL INVESTMENT MANAGEMENT LIMITED | ||
| By: | /s/ Weirong Li | |
| Name: | Weirong Li | |
| Title: | Director | |
| CMB INTERNATIONAL PRIVATE INVESTMENT LIMITED | ||
| By: | /s/ Rongfeng Jiang | |
| Name: | Rongfeng Jiang | |
| Title: | Director | |
| CMBI PRIVATE EQUITY SERIES SPC ACTING FOR AND ON BEHALF OF INTERNET RETAIL FUND I SP | ||
| By: | /s/ Rongfeng Jiang | |
| Name: | Rongfeng Jiang | |
| Title: | Director | |
Page 15 of 15