Boqii Announces Fourth Quarter and Full Fiscal Year 2022 Unaudited Financial Results

Fourth Quarter Revenues ofRMB249.9 million,up 8.4% year-over-year

Full Year Revenues of RMB1,186.4 million,up 17.4 % year-over-year

SHANGHAI,June 6,2022 --Boqii Holding Limited ("Boqii" or the "Company") (NYSE: BQ),a leading pet-focused platform in China,today announced its unaudited financial results for the fourth quarter and fiscal year ended March 31,2022.

Fiscal Q4 2022 Operational and Financial Highlights

Total revenues were RMB249.9 million (US$39.4 million),representing an increase of 8.4% from RMB230.4 million in the same quarter of fiscal year 2021.

Net loss was RMB22.2million (US$3.5 million),representing a decrease of 46.7% from net loss of RMB41.5 million in the same quarter of fiscal year 2021.

Adjusted net loss was RMB23.5 million (US$3.7 million),representing a decrease of 39.7% from adjusted net loss of RMB38.9 million in the same quarter of fiscal year 2021.

EBITDA[1] was a loss of RMB18.7 million (US$2.9 million),representing a decrease of 51.9% from loss of RMB38.8 million in the same quarter of fiscal year 2021.

Total GMV[2] was RMB606.0 million (US$95.59 million),representing an increase of 9.4% from RMB553.7 million in the same quarter of fiscal year 2021.

Active buyers were 1.5 million,representing an increase of 14.8% from 1.3 million in the same quarter of fiscal year 2021.

Fiscal Year 2022 Operational and Financial Highlights

Total revenues were RMB1,186.4 million (US$187.2 million),representing an increase of 17.4% from RMB1,011.0 million in the fiscal year 2021.

Net loss was RMB132.8 million (US$21.0 million),representing a decrease of 31.3% from net loss of RMB193.2 million in the fiscal year 2021.

Adjusted net loss was RMB121.2 million (US$19.1 million),representing a decrease of 18.9% from adjusted net loss of RMB149.6 million in the fiscal year 2021.

EBITDA was a loss of RMB121.3 million (US$19.1 million),representing a decrease of 31.4% from loss of RMB176.9 million in the fiscal year 2021.

Total GMV was RMB2,907.2 million (US$458.6 million),representing an increase of 19.4% from RMB2,435.2 million in the fiscal year 2021.

Active buyers were 5.0 million,representing an increase of 30.4% from 3.8 million in the fiscal year 2021.

[1]EBITDA refers to net loss excluding income tax expenses,interest expense,interest income,depreciation and amortization expenses. EBITDA is a Non-GAAP financial measurement. Please refer to "Non-GAAP financial measurement".

[2]GMV refers to gross merchandise volume,which is the total value of confirmed orders placed with us and sold through distribution model or drop shipping model where we act as a principal in the transaction regardless of whether the products are delivered or returned,calculated based on the listed prices of the ordered products without taking into consideration any discounts. The total GMV amount (i) includes GMV of products sold by Xingmu,(ii) excludes products sold through consignment model and (iii) excludes the value of services offered by us. GMV is subject to future adjustments (such as refunds) and represents only one measure of the Company's performance and should not be relied on as an indicator of our financial results,which depend on a variety of factors.

CEO & CFO Quote

" Despite challenges brought by Covid-19 and various unprecedented changes in Fiscal 2022,we still delivered strong results that shows steady growth in all four quarters. Our Full year GMV grew 19.4% to RMB2.9 billion,and active buyers up by 30.4% to 5.0 million." Mr. Hao Liang,Boqii's Founder,Chairman and Chief Executive Officer commented,"Under the continuing influence of Covid-19 and the dynamic pandemic control policy,we strengthened our supply-chain and helped procure necessary supplies to our community across 12 districts in Shanghai within a short period of time. And we continued to expand our portfolio of quality content,products,and services to acquire competitive advantages in the complex economic environment."

Ms. Yingzhi (Lisa) Tang,Boqii's Co-Founder,Co-CEO and CFO commented: "We had a solid fiscal year with a 17.4% year over year revenue growth and a 30.4% increase in active buyers. For the full year of 2022 was a year of setting new record,with revenue reaching nearly RMB1.2 billion and gross profit margin reaching 20.5%. These excellent results were driven by our 5.0 million spending customers. We expect to see the trend continue long into the future as we expand our portfolio offerings,strengthen our supply-chain and establish more key Boqii experience touchpoints. We believe the continuous growth momentun from active buyers and gross profit margin will allow us to capture more opportunities in the challenging pet market."

Fiscal Q4 2022 Financial Results

Total revenueswere RMB249.9 million (US$39.4million),representing an increase of 8.4% from RMB230.4 million in the same quarter of fiscal year 2021. The increase was primarily due to the continued organic growth of our business.

Revenues

(in million)

Three Months Ended March 31

%

2022

2021

change

RMB

RMB

YoY

Product sales

242.3

225.0

7.7%

- Boqii Mall

96.5

87.4

10.4%

- Third party e-commerce platforms

145.8

137.6

6.0%

Online marketing and information services and other revenue

7.6

5.4

39.3%

Total

249.9

230.4

8.4%

Gross profit was RMB53.7million (US$8.5million),representingan increase of 18.7% from RMB45.3 million in the same quarter of fiscal year 2021.

Gross marginwas 21.5%,representing an increase of 190 basis pointsfrom 19.6% in the same quarter of fiscal 2021.

Operating expenses were RMB78.3 million,representing a decrease of 3.8% from RMB81.4 million in the same quarter of fiscal year 2021. Operating expenses as a percentage of total revenues was 31.3%,down from 35.3% in the same quarter of fiscal year 2021.

Fulfillment Expenses were RMB33.9 million,compared to RMB24.0 million in the same quarter of fiscal year 2021. Fulfillment expenses as a percentage of total revenues were 13.6%,up from 10.4% in the same quarter of fiscal year 2021. The increase was primarily due to increased shipping and handling expenses,which resulted from temporary logistics price increases and transportation restrictions due to the outbreak of Covid-19 clusters in China starting from January 2022.

Sales and marketing expenses were RMB33.3 million,compared to RMB38.8 million in the same quarter of fiscal year 2021. Sales and marketing expenses as a percentage of total revenue were 13.3%,down from 16.8% in the same quarter of fiscal year 2021. The decrease was primarily due to decrease of advertising expenses amount to RMB9.6 million and increase of staff costs amount to 2.2 million compared with the same quarter of fiscal year 2021.The decrease of advertising expenses was primarily due to the increased proportion of revenue generated from more cost-efficient channels.

General and administrative expenses were RMB11.2 million,representing a decrease of 39.8% from RMB18.6 million in the same quarter of fiscal year 2021. General and administrative expenses as a percentage of total revenue were 4.5%,down from 8.1% in the same quarter of fiscal year 2021. The decrease was primarily due to:(i) the decrease of share-based compensation expense of RMB2.7 million compared with the same quarter of fiscal year 2021; (ii) the decrease of professional fees of RMB2.4 million incurred in connection with our IPO in the same quarter of fiscal year 2021; (iii) the decrease of research and development expense amount to RMB1.8 million compared with the same quarter of fiscal year 2021.

Operating loss was RMB24.4million (US$3.8million),representing a decrease of 32.4% from RMB36.1 million in the same quarter of fiscal year 2021.

EBITDA was a loss of RMB18.7million (US2.9million),representing adecrease of 51.9% fromloss of RMB38.8 million in the same quarter of fiscal year 2021.

Net loss was RMB22.2million (US$3.5million),representing adecrease of 46.7% fromnet loss of RMB41.5 million in the same quarter of fiscal year 2021.

Adjustednet loss was RMB23.5million (US$3.7million),representing adecrease of 39.7% from adjusted net loss of RMB38.9 million in the same quarter of fiscal year 2021.

Diluted net loss per sharewas RMB0.33 (US$0.05),representing adecrease of 45.9% from diluted net loss per share of RMB0.61 in the same quarter of fiscal year 2021.

Total cash and cash equivalents and short-term investments were RMB290.9 million (US$45.9 million),compared to RMB315.7 million as of December 31,2021.

Fiscal Year 2022 Financial Results

Total revenueswere RMB1,186.4million (US$187.2million),011.0 million in the fiscal year 2021. The increase was primarily due to the continued organic growth of our business,coupled with the recovery of China's economy from Covid-19.

Revenues

(in million)

Fiscal Year Ended March 31

%

2022

2021

change

RMB

RMB

YoY

Product sales

1,137.3

1,003.2

13.4%

- Boqii Mall

433.6

385.6

12.4%

- Third party e-commerce platforms

703.7

617.6

14.0%

Online marketing and information services and other revenue

49.1

7.8

529.8%

Total

1,186.4

1,011.0

17.4%

Gross profit was RMB242.7million (US$38.3million),representing an increase of 29.6% from RMB187.3 million in the fiscal year 2021.

Gross marginwas 20.5%,representing an increase of 200 basis points from 18.5% in the fiscal year 2021.

Operating expenses were RMB381.3million,representing a decrease of 3.3% from RMB394.4 million in the fiscal year 2021. Operating expenses as a percentage of total revenues was 32.1%,down from39.0% in the fiscal year 2021.

Fulfillment Expenses were RMB134.0 million,compared to RMB120.2 million in the fiscal year 2021. Fulfillment expenses as a percentage of total revenues were 11.3%,down from 11.9% in the fiscal year 2021. The decrease was mainly due to: (i) the improved utilization of warehouses by adjusting inventory mix; and (ii) reduced delivery cost through renegotiation of existing agreements with third-party delivery service providers.

Sales and marketing expenses were RMB171.0 million,compared to RMB160.2 million in the fiscal year 2021. Sales and marketing expenses as a percentage of total revenue were 14.4%,down from 15.8% in the fiscal year 2021. The decrease was mainly due to the lower customer acquisition cost,as we employed more cost-efficient channels and generated more revenue from Boqii Mall,where the customer acquisition cost is minimal.

General and administrative expenses were RMB76.2 million,representing a decrease of 33.1% from RMB114.0 million in the fiscal year 2021. General and administrative expenses as a percentage of total revenue were 6.4%,down from 11.3% in the fiscal year 2021. The decrease was primarily attributed to lower share-based compensation expense. For the fiscal year 2021 and 2022,the share-based compensation expenses were RMB 42.1 million and RMB 11.7 million respectively. Pursuant to the Amended and Restated 2018 Global Share Plan,the performance condition for options granted thereunder was satisfied upon completion of our IPO; and as a result,the company,upon the completion of the IPO,recorded RMB39.8 million of cumulative share-based compensation expenses for those options for which the vesting conditions had been satisfied as of such date.

Operating loss was RMB138.2million (US$21.8million),representing a decrease of 32.9% compared to RMB206.0 million in the fiscal year 2021.

EBITDA was a loss of RMB121.3million (US$19.1million),representing adecrease of 31.4% from loss of RMB176.9 million in the fiscal year 2021.

Net loss was RMB132.8million (US$21.0million),representing adecrease of 31.3% from net loss of RMB193.2 million in the fiscal year 2021.

Adjustednet loss was RMB121.2million (US$19.1 million),representing adecrease of 18.9% from adjusted net loss of RMB149.6 million in the fiscal year 2021.

Diluted net loss per sharewas RMB1.90 (US$0.30),compared to diluted net loss per share of RMB1.29 in the fiscal year 2021.

Total cash and cash equivalents and short-term investments were RMB290.9 million (US$45.9 million),2021.

Conference Call

Boqii's management will hold a conference call to discuss the financial results at 8:00 AM on Monday,2022,U.S. Eastern Time (8:00 PM on Monday,Beijing/Hong Kong Time).

To join the conference,please dial in 15 minutes before the conference is scheduled to begin using below numbers. Please ask to be joined into the Boqii Holding Limited call

Phone Number

International

1-412-317-6061

United States

1-888-317-6003

Hong Kong

852 800-963976

Mainland China

86 4001-206115

Passcode

3392253

A replay of the conference call may be accessed by phone at the following numbers until June 13,2022.

Phone Number

International

1-412-317-0088

United States

1-877-344-7529

Replay Access Code

3959264

A live and archived webcast of the conference call will be available on the Company's investor relations website at http://ir.boqii.com/.

About Boqii Holding Limited

Boqii Holding Limited (NYSE: BQ) isa leading pet-focused platform in China. We are the leading online destination for pet products and supplies inChinawith our broad selection of high-quality products including global leading brands,local emerging brands,and our own private label,YokenandMocare,offered at competitive prices. Our online sales platforms,includingBoqii Mall and our flagship stores on third-party e-commerce platforms,provide customers with convenient access to a wide selection of high-quality pet products and an engaging and personalized shopping experience. OurBoqii Communityprovides an informative and interactive content platform for users to share their knowledge and love for pets.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts,including statements about the Company's beliefs and expectations,are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties,and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases,forward-looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "target," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company may also make written or oral forward-looking statements in its reports filed with,or furnished to,the U.S. Securities and Exchange Commission (the "SEC"),in its annual reports to shareholders,in press releases and other written materials and in oral statements made by its officers,directors or employees to third parties. Statements that are not historical facts,are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding such risks,uncertainties or factors is included in the Company's filings with the SEC. All information provided in this press release is as of the date of this press release,and the Company does not undertake any duty to update such information,except as required under applicable law.

Non-GAAPFinancial Measures

The Company uses non-GAAP financial measures,namely adjusted net loss,adjusted net loss margin,EBITDA and EBITDA margin,in evaluating its operating results and for financial and operational decision-making purposes. The Company defines (i) adjusted net loss as net loss excluding fair value change of derivative liabilities and share-based compensation expenses,(ii) adjusted net loss margin as adjusted net loss as a percentage of total revenues,(iii) EBITDA as net loss excluding income tax expenses,depreciation and amortization expenses,(iv) EBITDA margin as EBITDA as a percentage of total revenues. The Company believes adjusted net loss,EBITDA and EBITDA margin enhance investors' overall understanding of its financial performance and allow for greater visibility with respect to key metrics used by its management in its financial and operational decision-making.

These non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. As these non-GAAP financial measures have limitations as analytical tools and may not be calculated in the same manner by all companies,they may not be comparable to other similarly titled measures used by other companies. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures,which should be considered when evaluating the Company's performance. For reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures,please see the section of the accompanying tables titled,"Reconciliation of GAAP and Non-GAAP Results." The Company encourages investors and others to review its financial information in its entirety and not rely on any single financial measure.

Exchange Rate

This press release contains translations of certain RMB amounts into U.S. dollars ("USD") at specified rates solely for the convenience of the reader. Unless otherwise stated,all translations from RMB to USD were made at the rate of RMB6.3393 to US$1.00,the noon buying rate in effect on March 31,2022 in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the RMB or USD amounts referred to could be converted into USD or RMB,as the case may be,at any particular rate or at all.

For investor and media inquiries,please contact:

Boqii Holding Limited

Investor Relations

Tel: +86-21-6882-6051

Email:ir@boqii.com

DLK Advisory Limited

Tel: +852-2857-7101

Email: ir@dlkadvisory.com

BOQII HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands,except for share and per share data,unless otherwise noted)

As of

March 31,

2021

As of

March 31,

2022

As of

March 31,

2022

RMB

RMB

US$

ASSETS

Current assets:

Cash and cash equivalents

292,237

162,855

25,690

Short-term investments

168,546

128,084

20,205

Accounts receivable,net

45,732

49,231

7,766

Inventories,net

91,551

109,921

17,340

Prepayments and other current assets

85,261

116,738

18,415

Amounts due from related parties

11,465

11,726

1,850

Total current assets

694,792

578,555

91,266

Non-current assets:

Property and equipment,net

8,386

7,779

1,227

Intangible assets

29,537

25,544

4,029

Operating lease right-of-use assets

29,234

38,567

6,084

Long-term investments

74,330

82,319

12,986

Goodwill

40,184

40,684

6,418

Other non-current asset

4,111

4,861

767

Total non-current assets

185,782

199,754

31,511

Total assets

880,574

778,309

122,777

LIABILITIES,MEZZANINE EQUITY AND

SHAREHOLDERS' DEFICIT

Current liabilities

Short-term borrowings

85,566

161,126

25,417

Accounts payable

71,848

94,224

14,863

Salary and welfare payable

6,309

6,871

1,084

Accrued liabilities and other current liabilities

30,055

27,324

4,310

Amounts due to related parties,current

910

219

35

Contract liabilities

3,866

7,007

1,105

Operating lease liabilities,current

8,063

10,001

1,578

Derivative liabilities

9,996

9,086

1,433

Total current liabilities

216,613

315,858

49,825

Non-current liabilities

Deferred tax liabilities

8,958

4,847

765

Operating lease liabilities,non-current

19,997

28,197

4,448

Long-term borrowings

68,075

-

-

Other debts,non-current

433,292

181,062

28,562

Total non-current liabilities

530,322

214,106

33,775

Total liabilities

746,935

529,964

83,600

Mezzanine equity

Redeemable non-controlling interests

5,946

6,522

1,029

Total mezzanine equity

5,029

Stockholders' equity:

Class A ordinary shares (US$0.001 par value; 129,500,000

shares authorized,54,505,108 and 55,709,591 shares

issued and outstanding as of March 31,2021 and March

31,respectively)

364

372

59

Class B ordinary shares (US$0.001 par value; 15,000,13,037,729 shares issued and

outstanding as of March 31,2021 and March,31,

respectively)

82

82

13

Additional paid-in capital

3,272,612

3,295,336

519,826

Statutory reserves

3,047

3,433

542

Accumulated other comprehensive loss

(20,172)

(46,069)

(7,267)

Accumulated deficit

(2,759,882)

(2,889,233)

(455,765)

Receivable for issuance of ordinary shares

(413,377)

(164,746)

(25,988)

Total Boqii Holding Limited shareholders' equity

82,674

199,175

31,420

Non-controlling interests

45,019

42,648

6,728

Total shareholders' equity

127,693

241,823

38,148

Total liabilities,mezzanine equity and shareholders' equity

880,777

Notes for all the condensed consolidated financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of

USD1.00=RMB6.3393 on 31 March,2022 published by the Federal Reserve Board.

BOQII HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands,unless otherwise noted)

Three Months Ended March 31,

Fiscal Year Ended March 31,

2021

2022

2022

2021

2022

2022

RMB

RMB

US$

RMB

RMB

US$

Net revenues:

Product sales

225,013

242,307

38,223

1,003,197

1,137,329

179,409

Online marketing and information services and

other revenue

5,420

7,550

1,191

7,788

49,100

7,745

Total revenues

230,433

249,857

39,414

1,010,985

1,186,429

187,154

Total cost of revenue

(185,179)

(196,132)

(30,939)

(823,686)

(943,698)

(148,865)

Gross profit

45,254

53,725

8,475

187,299

242,731

38,289

Operating expenses:

Fulfillment expenses

(23,964)

(33,852)

(5,340)

(120,188)

(134,026)

(21,142)

Sales and marketing expenses

(38,808)

(33,275)

(5,249)

(160,201)

(170,986)

(26,972)

General and administrative expenses

(18,596)

(11,192)

(1,765)

(113,972)

(76,248)

(12,028)

Other income,net

21

193

30

1,067

280

44

Loss from operations

(36,093)

(24,401)

(3,849)

(205,995)

(138,249)

(21,809)

Interest income

5,880

2,143

338

17,553

15,477

2,441

Interest expense

(7,101)

(3,890)

(614)

(27,650)

(20,884)

(3,294)

Other (losses)/gain,net

(4,996)

2,361

372

11,332

6,020

950

Fair value change of derivative liabilities

960

1,493

236

11,369

2,824

445

Loss before income tax expenses

(41,350)

(22,294)

(3,517)

(193,391)

(134,812)

(21,267)

Income taxes expenses

459

165

26

871

1,571

248

Share of results of equity investees

(641)

(34)

(5)

(696)

418

65

Net loss

(41,532)

(22,163)

(3,496)

(193,216)

(132,823)

(20,954)

Less: Net (loss)/income attributable to the non-

controlling interest shareholders

(909)

261

41

1,228

(4,433)

(699)

Net loss attributable to Boqii Holding

Limited

(40,623)

(22,424)

(3,537)

(194,444)

(128,390)

(20,225)

Accretion on convertible redeemable preferred

shares to redemption value

-

-

-

120,873

-

-

Accretion on redeemable non-controlling

interests to redemption value

(138)

(147)

(23)

(138)

(575)

(91)

Deemed dividend to preferred shareholders

-

-

-

(12,547)

-

-

Net lossattributable to Boqii Holding

Limited's ordinary shareholders

(40,761)

(22,571)

(3,560)

(86,256)

(128,965)

(20,346)

Net loss

(41,954)

Other comprehensive income/(loss):

Foreign currency translation adjustment,net

of nil tax

3,431

(3,026)

(477)

(32,148)

(16,529)

(2,606)

Unrealized securities holding (loss)/gains

(423)

(9,368)

(1,478)

772

(9,478)

Total comprehensive loss

(38,524)

(34,557)

(5,451)

(224,592)

(158,720)

(25,038)

Less: Total comprehensive (loss)/income

attributable to non-controlling interest

shareholders

(909)

261

41

1,433)

(699)

Total comprehensive loss attributable to

Boqii Holding Limited

(37,615)

(34,818)

(5,492)

(225,820)

(154,287)

(24,339)

Net loss per share attributable to Boqii

Holding Limited's ordinary shareholders

— basic

(0.61)

(0.33)

(0.05)

(1.29)

(1.90)

(0.30)

— diluted

(0.61)

(0.33)

(0.05)

(1.29)

(1.90)

(0.30)

Weighted average number of ordinary

shares

— basic

66,953,610

68,832,483

68,483

66,006,172

68,172

— diluted

66,172

Notes for all the condensed consolidated financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.3393 on 31

March,2022 published by the Federal Reserve Board.

Boqii Holding Limited

Reconciliation of GAAP and Non-GAAP Results

(In thousands)

Three Months Ended March 31,

2021

2022

2021

2022

RMB

RMB

RMB

RMB

Net loss

(41,163)

(193,823)

Fair value change of derivative liabilities

(960)

(1,493)

(11,369)

(2,824)

Share-based compensation

3,600

194

55,022

14,409

Adjusted Net Loss

(38,892)

(23,462)

(149,563)

(121,238)

Adjusted Net Loss Margin

(16.9%)

(9.4%)

(14.8%)

(10.2%)

Three Months Ended March 31,823)

Income tax expenses

(459)

(165)

(871)

(1,571)

Interest expenses

7,101

3,890

27,650

20,884

Interest income

(5,880)

(2,143)

(17,553)

(15,477)

Depreciation and amortization

1,946

1,888

7,081

7,678

EBITDA

(38,824)

(18,693)

(176,909)

(121,309)

EBITDA Margin

(16.8%)

(7.5%)

(17.5%)

(10.2%)

Notes for all the condensed consolidated financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.3393 on 31

March,2022 published by the Federal Reserve Board.

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