Boqii Holding Ltd

PROPOSAL NO. 3

THE ARTICLES AMENDMENT PROPOSAL

General

Our Board has determined, subject to the Capital Reduction Proposal and the Recapitalization Proposal taking effect, it is advisable and in the best interests of the Company and its shareholders, for the Company to adopt the New Articles in the form as attached hereto as Annex A, effective from the date of registration by the Cayman Registrar of the solvency statement and minute containing the particulars required under the Companies Act to reflect the corporate actions contemplated under the Capital Reduction Proposal and the Recapitalization Proposal, in substitution for and to the exclusion of, the Existing Articles.

The draft form of the New Articles assumes that the shareholders have approved, and the Cayman Registrar has registered, the corporate actions contemplated under the Capital Reduction Proposal and the Recapitalization Proposal.

RESOLVED, BY SPECIAL RESOLUTION, that immediately upon the approval and effectiveness of the Capital Reduction Proposal and the Recapitalization Proposal above, the Existing Articles be amended and restated by the deletion in their entirety and the substitution in their place of the New Articles in the form attached hereto as Annex A.

The approval of the Articles Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of at least two-thirds of the votes cast at the Meeting by shareholders who, being present and entitled to vote in person at the Meeting, vote in person or by proxy.

THEARTICLES AMENDMENT PROPOSAL