Goldman Sachs & Co. LLC, et al. – ‘SC 13G’ on 2/16/21 re: Boqii Holding Ltd.

On:  Tuesday, 2/16/21, at 12:53pm ET   ·   Accession #:  769993-21-154   ·   File #:  5-92074

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Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Sch. 13G   —   WA’68
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Boqii 13G Final                                        9     24K 

Document Table of Contents

SC 13G
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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
------------------------------------------------------------------------------- 
(Title of Class of Securities)  

   09950L104**
--------------------------------------------
(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:                                                                       

[X] Rule 13d-1(b)                                                               

[] Rule 13d-1(c)                                                                

[] Rule 13d-1(d)                                                                

*The  remainder of this cover page shall be filled out for 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 
the 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 ("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).                                                                 

*American Depositary Shares ("ADSs"), representing Class A Ordinary Shares      

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-----------------------                                                         
CUSIP No. 09950L104                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

Goldman  Sachs Asset Management                           
(Goldman Sachs Asset Management, L.P.,  together  with  GS
   Investment Strategies, LLC, "Goldman Sachs Asset Management")
------------------------------------------------------------------------------  
2.   Check the Appropriate Box if a Member of a Group                         

                                                       (a) [_]
                                                       (b) [_]
------------------------------------------------------------------------------  
3.   SEC Use Only                                                             

------------------------------------------------------------------------------  
4.   Citizenship or Place of Organization                                     

Delaware                                                  

------------------------------------------------------------------------------  
5.   Sole Voting Power                

Number of                 0                                           

    Shares        ----------------------------------------------------------
6.   Shared Voting Power              
Beneficially                                                              
6,387,266         
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
6,387,266         

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

6,387,266                                                 

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

9.4 %                                                     

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

IA                                                        

------------------------------------------------------------------------------  

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Item 1(a).         Name of Issuer:                                              
BOQII HOLDING LIMITED                     

Item 1(b).         Address of Issuer's Principal Executive Offices:             
FLOOR 6, BUILDING 1, NO. 399 SHENGXIA ROAD
PUDONG NEW DISTRICT                       
SHANGHAI F4 201203                        

Item 2(a).         Name of Persons Filing:                                      

GOLDMAN SACHS ASSET MANAGEMENT            

Item 2(b).         Address of Principal Business Office or, if none, Residence: 

Goldman Sachs Asset Management            
200 West Street                           
New York, NY  10282                       

Item 2(c).         Citizenship:                                                 
     GOLDMAN SACHS ASSET MANAGEMENT, L.P. - Delaware
GS INVESTMENT STRATEGIES, LLC - Delaware  

Item 2(d).         Title of Class of Securities:                                
           Class A ordinary shares, par value US$0.001 per share

Item 2(e).         CUSIP Number:                                                
09950L104                                 

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or     
            13d-2(b) or (c), check whether the person filing is a:

    (a).[_]  Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).                          

(b).[_]  Bank as defined in Section 3(a)(6) of the Act      
(15 U.S.C. 78c).                          

        (c).[_]  Insurance company as defined in Section 3(a)(19) of the 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).[X]  An investment adviser in accordance with           
Rule 13d-1(b)(1)(ii)(E);                  
                Goldman Sachs Asset Management, L.P.
         GS Investment Strategies, LLC

     (f).[_]  An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);             

     (g).[_]  A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);             

    (h).[_]  A savings association as defined in Section 3(b) of the
     Federal Deposit Insurance Act (12 U.S.C. 1813);

     (i).[_]  A church plan that is excluded from the definition of an
      investment company under Section 3(c)(14) of the
       Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j).[_]  A non-U.S. institution in accordance with          
Rule 13d-1(b)(1)(ii)(J);                  

(k).[_]  A group, in accordance with Rule 13d-1(b)(1)(ii)   
(A) through (K).                          

 If filing as a non-U.S. institution in accordance with Rule
 13d-1(b)(1)(ii)(J), please specify the type of institution:

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Item 4.            Ownership.*                                                  

(a).     Amount beneficially owned:                         
                  See the response(s) to Item 9 on the attached cover page(s).

(b).     Percent of Class:                                  
                  See the response(s)to Item 11 on the attached cover page(s).

(c).     Number of shares as to which such person has:      

                 (i).    Sole power to vote or to direct  the vote:  See the
                          response(s) to Item 5 on the attached cover page(s).

                  (ii).   Shared power to vote or to direct the vote:  See the
                          response(s) to Item 6 on the attached cover page(s).

                  (iii).  Sole power to  dispose or to direct  the disposition
                          of:  See the response(s) to  Item 7  on the attached
cover page(s).            

                  (iv).   Shared power to dispose or to direct the disposition
                          of:  See the response(s) to  Item 8  on the attached
cover page(s).            

Item 5.            Ownership of Five Percent or Less of a Class.                
Not Applicable        

Item 6.            Ownership of More than Five Percent on Behalf of Another     
Person.                                   

                  Clients  of  the  Reporting  Person(s) have or  may have the
                  right  to  receive or  the power  to  direct the  receipt of
                  dividends from, or the proceeds from the sale of, securities
                  held  in their accounts. Clients known to have such right or
                  power  with   respect  to  more  than 5%  of  the  class  of
  securities to which this report relates are:
NONE                                      

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.                                               
                  By signing below I certify that, to the best of my knowledge
                and belief, the securities referred to above were acquired
                  and are held in the ordinary course of business and were not
              acquired and are not held for the purpose of or with the
                 effect of changing or influencing the control of the issuer
                 of the securities and were not acquired and are not held in
            connection with or as a participant in any transaction
                 having that purpose or effect, other than activities solely
               in connection with a nomination under Section 240.14a-11.

--------------------------                                                      

*In accordance with the Securities and Exchange Commission Release No.      
34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities
beneficially owned by certain operating units (collectively, the "Goldman Sachs 
Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and     
affiliates (collectively, "GSG"). This filing does not reflect securities, if   
any, beneficially owned by any operating units of GSG whose ownership of        
securities is disaggregated from that of the Goldman Sachs Reporting Units in   
accordance with the Release. The Goldman Sachs Reporting Units disclaim         
beneficial ownership of the securities beneficially owned by (i) any client     
accounts with respect to which the Goldman Sachs Reporting Units or their       
employees have voting or investment discretion or both, or with respect to      
which there are limits on their voting or investment authority or both and      
(ii) certain investment entities of which the Goldman Sachs Reporting Units     
act as the general partner, managing general partner or other manager, to the   
extent interests in such entities are held by persons other than the Goldman    
Sachs Reporting Units.                                                          

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 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.           

Date:  February 11, 2021,                                                       

GOLDMAN SACHS ASSET MANAGEMENT, L.P.                  

By:/s/ Terry Mosher                                   
----------------------------------------            
Name:  Terry Mosher                                   
Title:  Attorney-in-fact                              

GS INVESTMENT STRATEGIES, LLC                         

By:/s/ Terry Mosher                                   
----------------------------------------            
Name:  Terry Mosher                                   
Title:  Attorney-in-fact                              

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 INDEX TO EXHIBITS

Exhibit No.             Exhibit                                                 
-----------             -------                                                 
99.1          Joint Filing Agreement                                        
99.2          Power of Attorney, relating to                                
GOLDMAN SACHS ASSET MANAGEMENT, L.P.            
99.3          Power of Attorney, relating to                                
GS INVESTMENT STRATEGIES, LLC                   

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                                                                  EXHIBIT (99.1)

      JOINT FILING AGREEMENT

   In  accordance  with Rule  13d-1(k)(1)  promulgated  under  the  Securities
Exchange Act of 1934, the  undersigned agree to the joint filing of a Statement 
on Schedule 13G (including  any and all amendments thereto) with respect to the 
Class A ordinary shares, par value US$0.001 per share, of BOQII HOLDING LIMITED 
and further agree to the filing of this agreement  as an Exhibit thereto.       
In addition, each party to this Agreement expressly authorizes each other party 
to this Agreement to file on its behalf any and all amendments to such Statement
on Schedule 13G.                                                                

Date:  February 11, 2021,                                                       

GOLDMAN SACHS ASSET MANAGEMENT, L.P.                  

By:/s/ Terry Mosher                                   
----------------------------------------            
Name:  Terry Mosher                                   
Title:  Attorney-in-fact                              

GS INVESTMENT STRATEGIES, LLC                         

By:/s/ Terry Mosher                                   
----------------------------------------            
Name:  Terry Mosher                                   
Title:  Attorney-in-fact                              

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                                                                  EXHIBIT (99.2)

POWER OF ATTORNEY     

KNOW ALL PERSONS BY THESE PRESENTS that Goldman Sachs Asset                     
Management, L.P. (the "Company"), does hereby make, constitute                  
and appoint each of Stephanie Snyder, Jerry Li, Jamie Minieri,                  
Nicole Clark, Terry Mosher, Rachel Fraizer, and Terrance Grey                   
(each, an "attorney-in-fact"), acting individually, its true                    
and lawful attorney, to execute and deliver in its name and on                  
its behalf whether the Company is acting individually or as                     
representative of others, any and all filings required to be                    
made by the Company pursuant to Article 12 of the Comissao de                   
Valores Mobiliarios (Securities and Exchange Commission of                      
Brazil) ("CVM") Normative Ruling No. 358 and any other rules                    
and regulations pertaining thereto ("CVM 358"), with respect                    
to securities which may be deemed to be beneficially owned                      
by the Company under the rules and regulations of the CVM,                      
and any and all instruments necessary or incidental therewith,                  
giving and granting unto each said attorney-in-fact power                       
and authority to act in the premises as fully and to all                        
intents and purposes as the Company might or could do if                        
personally present by one of its authorized signatories,                        
hereby ratifying and confirming all that said                                   
attorney-in-fact shall lawfully do or cause to be done by                       
virtue hereof.                                                                  

THIS POWER OF ATTORNEY shall remain in full force and effect                    
until the earlier of (i) October 13, 2021 and (ii) such time                    
that it is revoked in writing; provided that in the event an                    
attorney-in-fact ceases to be an employee of The Goldman Sachs                  
Group, Inc. or one of its affiliates or ceases to perform the                   
function in connection with which he/she was appointed                          
attorney-in-fact prior to such time, this Power of Attorney                     
shall cease to have effect in relation to such                                  
Attorney-in-fact upon such cessation but shall continue in                      
full force and effect in relation to any remaining                              
attorneys-in-fact. The Company has the unrestricted                             
right unilaterally to revoke this Power of Attorney.                            

This Power of Attorney shall be governed by, and construed                      
in accordance with, the laws of the State of New York,                          
without regard to rules of conflicts of law.                                    

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents          
as of October 13, 2020.                                                         

Goldman Sachs Asset Management, L.P.                                            

By: /s/  Ellen R. Porges                                                        
____________________________                                                    
Name: Ellen R. Porges                                                           
Title: Authorized Signatory, Managing Director                                  

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                                                                  EXHIBIT (99.3)

POWER OF ATTORNEY     

KNOW ALL PERSONS BY THESE PRESENTS GS INVESTMENT STRATEGIES, LLC                
(the "Company") does hereby make, constitute and appoint each of Stephanie      
Snyder, Jerry Li, Jamie Minieri, Nicole Clark, Terry Mosher,                    
Rachel Fraizer, and Terrance Grey (and any other employee                       
of The Goldman Sachs Group, Inc. or one of its affiliates                       
designated in writing by one of the attorneys-in-fact), acting individually, its
true and lawful attorney, to execute and deliver in its name and on its behalf  
whether the Company is acting individually or as representative of others, any  
and all filings required to be made by the Company under the Securities Exchange
Act of 1934, (as amended, the "Act"), with respect to securities which may be   
deemed to be beneficially owned by the Company under the Act,giving and granting
unto each said attorney-in-fact power and authority to act in the premises as   
fully and to all intents and purposes as the Company might or could do if       
personally present by one of its authorized signatories, hereby ratifying and   
confirming all that said attorney-in-fact shall lawfully do or cause to be      
done by virtue hereof.                                                          

THIS POWER OF ATTORNEY shall remain in full force and effect until either       
revoked in writing by the undersigned or until such time as the person or       
persons to whom power of attorney has been hereby granted cease(s) to be an     
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of    
December 16, 2020                                                               

GS INVESTMENT STRATEGIES, LLC                                                   

By: /s/  David W. Lang                                                          
____________________________                                                    
Name:  David W. Lang                                                            
Title: Authorized Signatory and Managing Director                               

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G’ Filing		Date		First		Last			Other Filings
		10/13/21		8					MA-I
Filed on:		2/16/21							SC 13G,  SC 13G/A
		2/11/21		5		7			SC 13G,  SC 13G/A
		12/31/20		1					13F-NT,  MA-A
		12/16/20		9
		10/13/20		8
		1/12/98		4
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