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6-K

Here Group Ltd (HERE)

6-K 2023-02-27 For: 2023-02-27
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Added on April 11, 2026

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

Forthe month of February 2023

CommissionFile Number: 001-41590

QUANTASINGGROUP LIMITED

(Exact name of registrant as specified in its charter)

Room710, 5/F, Building No. 1,

ZoneNo. 1, Ronghe Road

ChaoyangDistrict, Beijing 100102

People’sRepublic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

QUANTASING GROUP LIMITED
Date: February<br> 27, 2023 By: /s/<br> Peng Li
Name: Peng Li
Title: Chairman and Chief Executive<br> Officer
1

EXHIBITINDEX

Exhibit No. Description
Exhibit 99.1 QuantaSing<br> Announces Unaudited Financial Results for the Second Quarter of Fiscal Year 2023
2

Exhibit99.1

QuantaSingAnnounces Unaudited Financial Results for the Second Quarter of Fiscal Year 2023

Beijing, February 27, 2023 /GLOBE NEWSWIRE/ - QuantaSing Group Limited (NASDAQ: QSG) (“QuantaSing” or the “Company”), a leading online learning service provider in China, today announced its unaudited financial results for the second quarter of the fiscal year ending June 30, 2023 (the “second quarter of FY 2023”, which refers to the quarter from October 1, 2022 to December 31, 2022).

Highlightsfor the Second Quarter of FY 2023

Revenues for the second quarter of FY 2023 were RMB786.4 million (US$114.0 million), representing<br> an increase of 19.3% from the first quarter of the fiscal year ending June 30, 2023 (the<br> “first quarter of FY 2023”) and a decrease of 2.2% from the second quarter of<br> the fiscal year ended June 30, 2022 (the “second quarter of FY 2022”).
Gross billings of individual online learning services^1^ for the second quarter of<br> FY 2023 were RMB818.8 million (US$118.7 million), representing an increase of 23.1% from<br> the first quarter of FY 2023 and an increase of 12.1% from the second quarter of FY 2022.
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Net loss for the second quarter of FY 2023 was RMB41.4 million (US$6.0 million), narrowing<br> by 57.4% from RMB97.3 million in the first quarter of FY 2023, compared with a net income<br> of RMB46.1 million in the second quarter of FY 2022.
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Adjusted net income^2^ for the second quarter of FY 2023, was RMB21.8 million (US$3.2<br> million), compared with an adjusted net loss of RMB50.9 million in the first quarter of FY<br> 2023, and an adjusted net income of RMB77.6 million in the second quarter of FY 2022.
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Total registered users increased by 109.1% to approximately 77.8 million as of December 31,<br> 2022, from 37.2 million as of December 31, 2021.
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Paying learners increased by 33.3% year over year to approximately 0.4 million in the second<br> quarter of FY 2023.
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Mr. Peng Li, Chairman and Chief Executive Officer of QuantaSing, stated, “Driven by our innovative course offerings, nimble business model, and differentiated content development system, we maintained our revenue growth momentum and generated an adjusted net income during the second quarter of FY 2023. Cognizant of future market headwinds, we have bolstered our resilience by widening our customer base, optimizing our expenses, and intensifying our focus on cross-selling and generating synergistic value. Fortified by these initiatives, and boosted by promising secular trends, we are confident of our ability to successfully navigate through the near-term uncertainties and volatilities ahead. With our robust business model, diversified customer base, and the favorable growth in China’s adult learning market, we are well-positioned to increase our revenues and expand margins as we continue to execute on our mission to improve lives through lifelong learning and development.”

Mr. Dong Xie, Chief Financial Officer of QuantaSing, added, “Steady demand from our diversified customer base for our consumer and enterprise offerings drove our revenue growth in the second quarter of FY 2023 as compared with the first quarter of FY 2023, despite the challenging macro backdrop. During the quarter, we further optimized our efficiencies while investing into our technological capabilities, as we maintained our efforts to deliver sustainable long-term growth. Looking ahead, we will continue to improve our content offerings and broaden our services while generating further value for shareholders.”

^1^ Gross billings of individual online learning services is a non-GAAP<br>financial measure. For a reconciliation of revenues of individual online learning services to gross billings of individual online learning<br>services, see the “Non-GAAP Financial Measures” section and the table captioned “QuantaSing Group Limited Unaudited<br>Reconciliation of GAAP and Non-GAAP Results” below.
^2^ Adjusted net income/(loss) is a non-GAAP financial measure.<br>For a reconciliation of net income/(loss) to adjusted net income/(loss), see the “Non-GAAP Financial Measures” section and<br>the table captioned “QuantaSing Group Limited Unaudited Reconciliation of GAAP and Non-GAAP Results” below.
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1 / 11

FinancialResults for the Second Quarter of FY 2023


Revenues


Revenues declined by 2.2% year over year to RMB786.4 million (US$114.0 million) in the second quarter of FY 2023, primarily due to the decrease in revenues from financial literacy courses and other services.

Revenues from individual online learning services increased by 4.7% year over year to RMB704.0<br> million (US$102.1 million) in the second quarter of FY 2023 from RMB672.4 million in the<br> second quarter of FY 2022, primarily due to the increase of RMB170.8 million (US$24.8 million)<br> in revenues from other personal interest courses, partially offset by the decrease of RMB139.3<br> million (US$20.2 million) in revenues from financial literacy courses.
Revenues from enterprise services increased by 68.2% year over year to RMB82.3 million (US$11.9<br> million) in the second quarter of FY 2023 from RMB49.0 million in the second quarter of FY<br> 2022, primarily due to an increased revenue of RMB38.0 million (US$5.5 million) for marketing<br> services provided by the Company to Beijing Baichuan Insurance Brokerage Co., Ltd., which<br> has become a related party of the Company since March 2022, when the Company disposed of it to<br> its affiliate.
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Revenues from other services decreased to RMB0.1 million (US$0.01 million) in the second quarter<br> of FY 2023 from RMB82.6 million in the second quarter of FY 2022, primarily due to the decrease<br> in revenues from insurance brokerage services. In early 2022, the Company ceased such business<br> and disposed of it to an affiliate.
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Costsof revenues


Costs of revenues decreased by 1.6% year over year to RMB99.3 million (US$14.4 million) in the second quarter of FY 2023 from RMB100.9 million in the second quarter of FY 2022, mainly due to a decrease in labor outsourcing costs of RMB17.1 million (US$2.5 million), partially offset by an increase in staff costs of RMB11.6 million (US$1.7 million) (including an increase in share-based compensation of RMB4.2 million (US$0.6 million)).

Salesand marketing expenses


Sales and marketing expenses increased by 11.2% year over year to RMB622.9 million (US$90.3 million) in the second quarter of FY 2023 from RMB560.2 million in the second quarter of FY 2022, mainly due to an increase in marketing and promotion expenses of RMB72.1 million (US$10.4 million).


Researchand development expenses


Research and development expenses increased by 24.6% year over year to RMB64.3 million (US$9.3 million) in the second quarter of FY 2023 from RMB51.6 million in the second quarter of FY 2022, mainly due to an increase in share-based compensation expenses of RMB10.8 million (US$1.6 million).


Generaland administrative expenses

General and administrative expenses increased by 15.5% year over year to RMB44.5 million (US$6.5 million) in the second quarter of FY 2023 from RMB38.5 million in the second quarter of FY 2022, primarily due to an increase in share-based compensation expenses of RMB11.4 million (US$1.6 million).


Netloss and adjusted net income


Net loss was RMB41.4 million (US$6.0 million) in the second quarter of FY 2023, compared with a net income of RMB46.1 million in the same period of the prior fiscal year. Adjusted net income was RMB21.8 million (US$3.2 million) in the second quarter of FY 2023, compared with RMB77.6 million in the same period of the prior fiscal year.

2 / 11

Earningsper share and adjusted earnings per share^3^

Basic and diluted net loss per share were both RMB0.89 (US$0.13) in the second quarter of FY 2023, compared with basic net income per share of RMB0.26 and diluted net income per share of RMB0.21 in the same period of the prior fiscal year. Basic and diluted adjusted net income per share were both RMB0.07 (US$0.01) in the second quarter of FY 2023, compared with basic and diluted adjusted net income per share of RMB0.47 and RMB0.38, respectively, in the same period of the prior fiscal year.

BalanceSheet

As of December 31, 2022, the Company had cash and cash equivalents, restricted cash and short-term investments of RMB525.7 million (US$76.2 million), compared with RMB399.1 million as of June 30, 2022.

FinancialOutlook


Based on currently available information, for the third quarter of FY 2023, the Company expects its revenues to be in the range of RMB750.0 million to RMB780.0 million, representing a year-over-year increase of 8.6% to 12.9%. The forecasts reflect the Company’s current and preliminary views on the market and its operating conditions, which are subject to change.

RecentDevelopments

On January 27, 2023, the Company successfully completed its initial public offering of 3,250,000 American Depositary Shares (“ADSs”), obtaining approximately US$40.6 million in gross proceeds. Each ADS represents three of the Class A ordinary shares of the Company, par value US$0.0001 per share.

On February 16, 2023, the Company successfully completed an additional offering of 127,396 ADSs pursuant to the partial exercise of the overallotment option by the underwriters, obtaining approximately US$1.6 million in gross proceeds.

ConferenceCall Information


The Company’s management team will hold a conference call at 07:00 a.m. Eastern Time on February, 27, 2023 (08:00 p.m. Beijing Time on the same day) to discuss the financial results. Listeners may access the call by dialing the following numbers:

International: 1-412-317-6061
United<br> States Toll Free: 1-888-317-6003
Mainland<br> China Toll Free: 4001-206115
Hong<br> Kong Toll Free: 800-963976
Access<br> Code: 3747357
^3^ Basic<br>and diluted adjusted net income/(loss) per share are non-GAAP financial measures. For a reconciliation of basic and diluted net income/(loss)<br>per share to basic and diluted adjusted net income/(loss) per share, see the “Non-GAAP Financial Measures” section and the<br>table captioned “QuantaSing Group Limited Unaudited Reconciliation of GAAP and Non-GAAP Results” below.
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3 / 11

The replay will be accessible through March 6, 2023 by dialing the following numbers:

International: 1-412-317-0088
United<br> States Toll Free: 1-877-344-7529
Access<br> Code: 1587320

A live and archived webcast of the conference call will be available at the Company’s investor relations website at ir.liangzizhige.com.

Non-GAAPFinancial Measures

To supplement the Company’s consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, the Company uses gross billings of individual online learning services, adjusted net income/(loss) and basic and diluted adjusted net income/(loss) per share as its non-GAAP financial measures. Gross billings of individual online learning services for a specific period represents revenues of the Company’s individual online learning services net of the changes in deferred revenues in such period, further adjusted by value-added tax and certain cost deduction in such period. Adjusted net income/(loss) represents net income/(loss) excluding share-based compensation expense. Basic and diluted adjusted net income/(loss) per share represents adjusted net income/(loss) attributable to ordinary shareholders of QuantaSing Group Limited divided by weighted average number of ordinary shares outstanding during the periods used in computing adjusted net income/(loss) per share, basic and diluted. The Company believes that the non-GAAP financial measures provide useful information about the Company’s results of operations, enhance the overall understanding of the Company’s past performance and future prospects and allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools, and when assessing the Company’s operating performance, investors should not consider them in isolation, or as a substitute for revenue, net income/(loss), net income/(loss) per share, basic and diluted or other consolidated statements of operations data prepared in accordance with U.S. GAAP. The Company’s definition of non-GAAP financial measures may differ from those of industry peers and may not be comparable with their non-GAAP financial measures.

The Company mitigates these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance. For more information on these non-GAAP financial measures, please see the table captioned “QuantaSing Group Limited Unaudited Reconciliation of GAAP and Non-GAAP Results” near the end of this release.

ExchangeRate Information


This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at the rate of RMB6.8972 to US$1.00, the exchange rate on December 30, 2022, set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the Renminbi or U.S. dollars amounts referred to could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

4 / 11

SafeHarbor Statements

This announcement contains forward-looking statements within the meaning of Section 27A of Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1955. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding QuantaSing’s financial outlook, beliefs and expectations. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” “guidance” and similar statements. Among other things, the Financial Outlook in this announcement contains forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases, and other written materials and in oral statements made by its officers, directors or employees to third parties. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s growth strategies; its future business development, results of operations and financial condition; its ability to attract and retain new users and learners and to increase the spending and revenues generated from users and learners; its ability to maintain and enhance the recognition and reputation of its brand; its expectations regarding demand for and market acceptance of its services and products; trends and competition in China’s adult learning market; changes in its revenues and certain cost or expense items; the expected growth of China’s adult learning market; PRC governmental policies and regulations relating to the Company’s business and industry, general economic and political conditions in China and globally, and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks, uncertainties, or factors is included in the Company’s filings with the SEC, including, without limitation, the final prospectus related to the IPO filed with the SEC dated January 24, 2023. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and the Company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

AboutQuantaSing Group Limited


QuantaSing is a leading online service provider in China dedicated to improving people’s quality of life and well-being by providing lifelong personal learning and development opportunities. The Company is the largest online learning service provider in China’s adult personal interest learning market and among the top five service providers in China’s total adult learning market in terms of revenue in 2021. By leveraging its proprietary tools and technology, QuantaSing offers easy-to-understand, affordable, and accessible online courses to adult learners under a variety of brands, including QiNiu, JiangZhen and QianChi, empowering them to pursue personal development. Leveraging its extensive experience in individual online learning services, the Company has also expanded its services to corporate clients including, among others, marketing services and enterprise talent management services.

For more information, please visit: ir.liangzizhige.com.

Contact


Investor Relations

Robin Yang, Partner

ICR, LLC

Email: QuantaSing.IR@icrinc.com

Phone: +1 (212) 537-0429

5 / 11

QUANTASINGGROUP LIMITED

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS

(Amountsin thousands, except for share and per share data)


As of
June 30,<br> <br>2022 December 31,<br> <br>2022 December 31, 2022
RMB RMB US
ASSETS
Current assets:
Cash and cash equivalents 266,427 418,762
Restricted cash - 92
Short-term investments 132,632 106,829
Accounts receivable, net 1,937 3,061
Amounts due from related parties 47,394 29,570
Prepayments and other current assets 115,560 149,042
Total current assets 563,950 707,356
Non-current assets:
Property and equipment, net 5,169 4,282
Operating lease right-of-use assets 23,917 106,030
Other non-current assets 10,430 25,523
Total non-current assets 39,516 135,835
TOTAL ASSETS 603,466 843,191

All values are in US Dollars.

6 / 11

QUANTASINGGROUP LIMITED

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS - continued

(Amountsin thousands, except for share and per share data)


As of
June 30,<br> <br>2022 December 31,<br> <br>2022 December 31, 2022
RMB RMB US
LIABILITIES
Current liabilities:
Accounts payables 45,178 71,015
Accrued expenses and other current liabilities 108,592 150,047
Income tax payable 7,298 14,129
Contract liabilities, current portion 384,729 465,872
Advance from customers 151,089 185,065
Operating lease liabilities, current portion 16,331 34,686
Total current liabilities 713,217 920,814
Non-current liabilities:
Contract liabilities, non-current portion 8,869 1,601
Operating lease liabilities, non-current portion 6,566 73,770
Total non-current liabilities 15,435 75,371
TOTAL LIABILITIES 728,652 996,185

All values are in US Dollars.

7 / 11

QUANTASINGGROUP LIMITED

UNAUDITEDCONDENSED CONSOLIDATED BALANCE SHEETS - continued

(Amountsin thousands, except for share and per share data)


December 31,<br> <br>2022 December 31, 2022
RMB US
MEZZANINE EQUITY
Series A convertible redeemable preferred shares (US0.0001 par value, 22,000,000 shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 82,002 82,002
Series B convertible redeemable preferred shares (US0.0001 par value, 23,983,789 shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 94,833 94,833
Series B-1 convertible redeemable preferred shares (US0.0001 par value, 7,913,872 shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 33,612 33,612
Series C convertible redeemable preferred shares (US0.0001 par value, 20,327,789 shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 108,892 111,419
Series D convertible redeemable preferred shares (US0.0001 par value, 11,818,754 shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 104,156 109,075
Series E convertible redeemable preferred shares (US0.0001 par value, 14,799,427 shares authorized, issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 240,665 252,731
TOTAL MEZZANINE EQUITY 664,160 683,672
SHAREHOLDERS’ DEFICIT
Class A ordinary shares (US0.0001 par value; 345,113,731 shares authorized, 4,783,589 shares issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 3 3
Class B ordinary shares (US0.0001 par value; 54,042,638 shares authorized, 49,859,049 shares issued and outstanding as of June 30, 2022 and December 31, 2022, respectively) 29 34
Additional paid-in capital 69,934 159,951
Accumulated other comprehensive income 1,839 3,176
Accumulative deficit (861,151 ) (999,830 ) )
TOTAL SHAREHOLDERS’ DEFICIT (789,346 ) (836,666 ) )
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT 603,466 843,191

All values are in US Dollars.

8 / 11

QUANTASINGGROUP LIMITED

UNAUDITEDCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

(Amountsin thousands, except for shares and per share data)


For the Three Months<br> <br>Ended December 31, For the Six Months<br> <br>Ended December 31,
2021 2022 2022 2021 2022 2022
RMB RMB US RMB RMB US
Revenues 803,976 786,425 1,548,017 1,445,791
Cost of revenues (100,869 ) (99,253 ) ) (186,950 ) (174,315 ) )
Gross Profit 703,107 687,172 1,361,067 1,271,476
Operating expenses:
Sales and marketing expenses (560,175 ) (622,901 ) ) (1,230,347 ) (1,204,059 ) )
Research and development expenses (51,581 ) (64,269 ) ) (93,557 ) (116,570 ) )
General and administrative expenses (38,539 ) (44,526 ) ) (68,867 ) (88,916 ) )
Total operating expenses (650,295 ) (731,696 ) ) (1,392,771 ) (1,409,545 ) )
Income/(Loss) from operations 52,812 (44,524 ) ) (31,704 ) (138,069 ) )
Other income:
Interest income 61 656 81 848
Others, net 1,890 3,502 7,917 9,952
Income/(Loss) before income tax 54,763 (40,366 ) ) (23,706 ) (127,269 ) )
Income tax expense (8,686 ) (1,035 ) ) (8,144 ) (11,410 ) )
Net income/(loss) 46,077 (41,401 ) ) (31,850 ) (138,679 ) )
Other comprehensive (loss)/ income
Foreign currency translation adjustments, net of nil tax (767 ) (789 ) ) (563 ) 1,337
Total other comprehensive (loss)/ income (767 ) (789 ) ) (563 ) 1,337
Total comprehensive income/(loss) 45,310 (42,190 ) ) (32,413 ) (137,342 ) )
Net income/(loss) 46,077 (41,401 ) ) (31,850 ) (138,679 ) )
Allocation of accretion of Predecessors’ preferred shares (6,147 ) - (12,269 ) -
Accretion of the Company’s preferred shares - (10,043 ) ) - (19,512 ) )
Income allocation to participating preferred shares (26,680 ) - - -
Net income/(loss) attributable to ordinary shareholders of QuantaSing Group Limited 13,250 (51,444 ) ) (44,119 ) (158,191 ) )
Net income/(loss) per ordinary share
- Basic 0.26 (0.89 ) ) (0.91 ) (2.82 ) )
- Diluted 0.21 (0.89 ) ) (0.91 ) (2.82 ) )
Weighted average number of ordinary shares used in computing net income/(loss) per share
- Basic 50,083,278 57,839,074 48,460,046 56,139,430
- Diluted 62,766,703 57,839,074 48,460,046 56,139,430
Share-based compensation expenses included in
Cost of revenues (3,067 ) (7,311 ) ) (6,213 ) (11,963 ) )
Sales and marketing expenses (9,801 ) (15,097 ) ) (19,852 ) (27,616 ) )
Research and development expenses (9,660 ) (20,439 ) ) (18,396 ) (32,507 ) )
General and administrative expenses (8,958 ) (20,317 ) ) (16,158 ) (37,448 ) )

All values are in US Dollars.


9 / 11

QUANTASINGGROUP LIMITED

UNAUDITEDRECONCILIATION OF GAAP AND NON-GAAP RESULTS

(Amountsin thousands, except for shares and per share data)


The following table below sets forth a reconciliation of revenues to gross billings for the periods indicated:

For the Three Months<br> <br>Ended December 31, For the Six Months<br> <br>Ended December 31,
2021 2022 2022 2021 2022 2022
RMB RMB US RMB RMB US
Revenues of individual online learning services: 672,444 703,983 102,068 1,320,224 1,289,068 186,897
Add: value-added tax 42,101 43,740 83,665 81,716
Add: cost deduction^⑴^ 2,284 - 3,251 -
Add: ending deferred revenues^⑵^ 555,068 644,586 555,068 644,586
Less: beginning deferred revenues^⑵^ (541,336 ) (573,528 ) ) (427,288 ) (531,662 ) )
Gross billings of individual online learning services 730,561 818,781 1,534,920 1,483,708

All values are in US Dollars.

(1) Cost<br> deduction represents the costs paid to third-party content providers of certain cooperative<br> personal interest courses, for which the Company collected tuition fees from learners on<br> behalf of the content providers and recognized revenue on a net basis.
(2) Deferred<br> revenues include contract liabilities, advance from customers, and refund liability of individual<br> online learning services included in “accrued expenses and other current liabilities.”
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10 / 11

QUANTASINGGROUP LIMITED

UNAUDITEDRECONCILIATION OF GAAP AND NON-GAAP RESULTS - continued

(Amountsin thousands, except for shares and per share data)


The following table below sets forth a reconciliation of net income/(loss) to adjusted net income/(loss) and basic and diluted net income/(loss) per share to basic and diluted adjusted net income/(loss) per share for the periods indicated:

For the Three Months <br><br>Ended December 31, For the Six Months<br> <br>Ended December 31,
2021 2022 2022 2021 2022 2022
RMB RMB US RMB RMB US
Net income/(loss) 46,077 (41,401 ) ) (31,850 ) (138,679 ) )
Add: Share-based compensation 31,486 63,164 60,619 109,534
Adjusted net income/(loss) 77,563 21,763 28,769 (29,145 ) )
Allocation of accretion of Predecessors’ preferred shares (6,147 ) - (12,269 ) -
Accretion of the Company’s preferred shares - (10,043 ) ) - (19,512 ) )
Income allocation to participating preferred shares (47,717 ) (7,448 ) ) (11,145 ) -
Adjusted net income/(loss) attributable to ordinary shareholders of QuantaSing Group Limited 23,699 4,272 5,355 (48,657 ) )
Weighted average number of ordinary shares used in computing net income/(loss) per share
- Basic 50,083,278 57,839,074 48,460,046 56,139,430
- Diluted 62,766,703 57,839,074 48,460,046 56,139,430
Weighted average number of ordinary shares used in computing adjusted net income/(loss) per share
- Basic 50,083,278 57,839,074 48,460,046 56,139,430
- Diluted 62,766,703 64,666,692 62,810,106 56,139,430
Net income/(loss) per ordinary share
- Basic 0.26 (0.89 ) ) (0.91 ) (2.82 ) )
- Diluted 0.21 (0.89 ) ) (0.91 ) (2.82 ) )
Non-GAAP adjustments to net income/(loss) per ordinary share
- Basic 0.21 0.96 1.02 1.95
- Diluted 0.17 0.96 1.00 1.95
Adjusted net income/(loss) per ordinary share
- Basic 0.47 0.07 0.11 (0.87 ) )
- Diluted 0.38 0.07 0.09 (0.87 ) )

All values are in US Dollars.

11 / 11