EX-FILING FEES 4 ea175880ex-fee_quantasing.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

FORM S-8
(Form Type)

QuantaSing Group Limited

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title⁽¹⁾	Fee Calculation Rule	Amount Registered⁽²⁾			Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Class A ordinary shares, par value $0.0001 per share	Rule 457(h)		18,496,751	⁽³⁾	$	0.1863	$	3,445,944.71	$	0.0001102	$	379.74
Equity	Class A ordinary shares, par value $0.0001 per share	Rule 457(c) and (h)		19,743,994	⁽⁴⁾	$	3.9133	$	77,264,829.85	$	0.0001102	$	8,514.58
Total Offering Amounts								$	80,710,774.56			$	8,894.33
Total Fees Previously Paid												$	9,000.00
Total Fee Offsets												$	0
Net Fee Due												$	0

(1)

The Class A ordinary shares of QuantaSing Group Limited (the “Registrant”) registered hereunder are represented by the Registrant’s American depositary shares (“ADSs”), each representing three Class A ordinary shares, par value $0.0001 per share. The registrant’s ADSs issuable upon deposit of the Class A ordinary shares have been registered under a separate registration statement on Form F-6 (333-268984).

(2)

Represents Class A ordinary shares which are issuable upon exercise of options and pursuant to other awards granted under the 2018 Share Incentive Plan and 2021 Share Incentive Plan (together, the “Share Incentive Plans”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of Class A ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the Share Incentive Plans.

(3)

Represents Class A ordinary shares which are issuable upon the exercise of outstanding options previously granted under the Share Incentive Plans as of the date of this registration statement and the corresponding proposed maximum offering price per share represents the weighted average of the exercise price of options which have been already granted and are outstanding under the Share Incentive Plans.

(4)

Represents Class A ordinary shares to be issued pursuant to the Share Incentive Plans. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$11.74 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq Global Market on March 29, 2023.

(5)

Any Class A ordinary share covered by an award granted under the Share Incentive Plans (or portion of an award) that is forfeited, cancelled or otherwise expired for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares which may be issued under the Share Incentive Plans.