🗓️ ✉️ What This Document Is

This proxy statement is a formal notice to Boqii Holding Ltd.'s shareholders announcing its annual general meeting (AGM). 📜 It doesn't contain financial results but is all about governance—it asks shareholders to approve several massive structural changes to the company’s legal structure and share classes.

In simple terms, the board is proposing a complete overhaul of the company’s "rulebook" and its ownership structure. Shareholders need to vote on these proposals to allow the company to function and potentially raise capital in the future.

👉 The core message is that the company needs significant structural flexibility and a higher share price to maintain its status on the NYSE American.

🏢 🔎 About Boqii Holding Ltd

Boqii Holding Limited is a company incorporated in the Cayman Islands. 🇨🇰 The company is publicly listed, specifically noted as having Class A ordinary shares listed on the NYSE American.

While the filing does not detail what the company actually sells or does day-to-day, the extensive nature of these proposals (like increasing authorized capital and consolidating shares) suggests a major focus on preparing for large-scale future financing and operational growth.

👉 The company's main immediate concern, according to the filing, is maintaining compliance with the listing standards of the NYSE American.

🗓️ 🏟️ Meeting Logistics & Dates

The company is holding its Annual General Meeting (AGM) to vote on the massive corporate changes detailed in this document.

• Date: Wednesday, May 6, 2026.
• Time: 8:00 p.m. (Beijing Time) / 8:00 a.m. (Eastern Time).
• Location: Room 1203, 12th Floor, Building T1, Smart Cloud, Shanghai, China.
• Record Date: April 20, 2026.
  • Why it matters: This date determines who is legally entitled to receive notice of the meeting and vote on the proposals. Only shareholders of record on this date can vote.

🔗 📐 Proposal 1: Capital Reduction ➖

This proposal is the foundational step that allows the company to rewrite its own share structure. It deals with lowering the "par value" of the shares.

The board proposes reducing the par value of each authorized and issued share from US$0.16 down to US$0.0000001. 🤏

• What this means: Par value is an arbitrary, nominal value assigned to a share for legal purposes. By dropping it drastically, the company gains maximum flexibility to issue shares in the future at a much lower cost basis.
• The mechanics: This process involves canceling a paid-up capital of the Company to the extent of US$0.1599999 on each issued share and transferring that resulting credit into a "distributable reserve account."
• The result: The authorized share capital changes from US$20,000,000 divided into 125,000,000 shares to US$12.5 divided into 125,000,000 shares.

🚀 🏦 Proposal 2: Recapitalization 💸

Right after the Capital Reduction, the board asks shareholders to increase the company’s total authorized share capital—a massive expansion of the legal potential size of the company.

The goal is to increase the authorized share capital from US$12.5 divided into 125,000,000 shares to US$2,000 divided into 20,000,000,000 shares. 📈

• Why it matters: This huge increase (creating 14,906,250,000 new Class A shares, among others) doesn't mean the company issued that money. Instead, it dramatically increases the ceiling of how many shares the company could issue, providing maximum flexibility for future fundraising or corporate activity.

📑 Proposal 3: Articles Amendment ✍️

A company's Articles of Association are its constitutional rulebook. This proposal simply updates that rulebook to reflect the major structural changes approved in Proposals 1 and 2.

• The purpose: The board needs the shareholders to vote to replace the current rules with the "New Articles." These new articles are necessary to legally govern the incredibly large number of shares and the new, minuscule par value defined by the previous proposals.
• Process: This requires a special resolution, confirming that the structural overhaul is legally sound and properly recorded.

💎 Proposal 4: Share Consolidation 🔄

This is arguably the most critical proposal for current investors, as it directly impacts the value and tradability of the Class A shares.

The board proposes consolidating shares, which means combining multiple existing shares into a single, new share.

• The Rate: Every 200 existing shares (or a lesser whole amount) will be consolidated into 1 ordinary share.
• The Why (The Biggest Signal): This action is required because the company's Class A ordinary shares are listed on the NYSE American, and the exchange rules require that the shares do not trade at an "abnormally low bid price" (generally below $0.10 per share).
• Analogy: Imagine you have 200 tiny collectible trading cards, and the market only likes to see expensive, rare bundles. By consolidating them into one "Mega Card," the price per unit goes up, keeping the company compliant and making it more attractive to institutional buyers.

♟️ Proposal 5: Adjournment Proposal ⏳

This is a contingency plan. It allows the board to postpone the meeting if the initial votes are insufficient or if there are other necessary last-minute discussions.

👉 Why it matters: It gives the board more time and opportunity to lobby or solicit additional proxies, ensuring that all the highly complex proposals have a chance to pass.

🗳️ General Voting Procedure & Board Recommendation 📣

The board has reviewed all proposals and unanimously recommended a vote FOR every single proposal.

• Vote Type: The proposals require different levels of approval (Special Resolution requiring a two-thirds vote vs. Ordinary Resolution requiring a simple majority).
• Voting Window: Shareholders must ensure their proxy card is returned by various methods (mail, phone, internet) by 4:00 p.m., Eastern Time, on May 4, 2026, for the vote to count.
• Board Confidence: The board stated that "each of the Proposals is in the best interests of the Company and the Company’s shareholders."

📞 Investor Relations & Key Resources

If shareholders have questions or wish to send communications to the Board, they must use the following channels:

• Contact: The Board/Director can be reached at Room 1203, 12th Floor, Building T1, Smart Cloud, No. 1, Lane 235, Yubei Road, Pudong New District, Shanghai 201204, the People’s Republic of China.
• Phone: +86 21 -6882-6051
• Email: [email protected]
• Proxy Access: Materials and voting instructions are available at www.proxyvote.com.

🧠 The Analogy

Think of the company's legal structure (Articles of Association) like a complex, outdated instruction manual for building a house. The board is announcing that the house needs to be substantially renovated, requiring three steps:

1. Funding (Capital Reduction/Recapitalization): They need a bigger budget and new materials to make the renovation possible.
2. New Rules (Articles Amendment): They must reprint and sign a brand-new instruction manual that matches the renovated structure.
3. Making it Sellable (Share Consolidation): They find that the original, small, individual "bricks" (shares) are too cheap and low-value to sell on the market. So, they group 200 bricks into one beautiful, large "Architectural Feature" (the consolidated share) to increase its market value and make the entire property attractive to buyers.

🧩 Final Takeaway

Boqii is executing a massive, multi-step corporate maneuver designed to achieve maximum financial and structural flexibility. The primary driver is to boost the per-share price through share consolidation, which is necessary to keep its stock compliant with NYSE American listing requirements.