| Item 1. |
Security and Issuer |
This statement on Schedule 13D (this “Statement”) relates to Class A ordinary shares, par value US$0.00001 per share (the
“Class A Ordinary Shares”), of MOGU Inc., a company incorporated in the Cayman Islands (the “Issuer”), whose principal executive office is located at Mingqi Center, 8/F, Building No. 1, No. 666 Zhenhua
Road, Xihu District, Hangzhou, 310012, People’s Republic of China. The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares (together, the “Ordinary Shares”). Each holder of
Class A Ordinary Shares is entitled to 1 vote per share and each holder of Class B ordinary shares is entitled to 30 votes per share on all matters submitted to them for a vote.
The Issuer’s American Depositary Shares (“ADSs”), each representing 300 Class A Ordinary Shares, are listed on the
New York Stock Exchange under the symbol “MOGU.”
| Item 2. |
Identity and Background |
(a)
This Statement is being filed by the
following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
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Elevenhalf MG International Limited, a company incorporated in the British Virgin Islands;
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Elevenhalf MG Holding Limited, a company incorporated in the British Virgin Islands; and |
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Mr. Qi Chen, an individual (“Qi Chen”). |
(b)
The principal business address of Qi Chen
is Mingqi Center, 8/F, Building No. 1, No. 666 Zhenhua Road, Xihu District, Hangzhou, 310012, People’s Republic of China.
The principal business address of each of Elevenhalf MG International Limited and Elevenhalf MG Holding Limited is OMC Chambers, Wickhams Cay
1, Road Town, Tortola, British Virgin Islands.
(c)
The principal occupation of Qi Chen is (i) the chairman of the board of directors of the Issuer and (ii) the sole director of
Elevenhalf MG International Limited and Elevenhalf MG Holding Limited.
The principal business of Elevenhalf MG International Limited and
Elevenhalf MG Holding Limited is to hold Qi Chen’s beneficial interest in the Issuer.
(d)-(e)
During the last five years, neither of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or were party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. |
Source and Amount of Funds or Other Consideration |
The responses of the Reporting Persons to Rows (4) of the cover pages and the information set forth in Item 4 of this Statement are
incorporated herein by reference.
| Item 4. |
Purpose of Transaction |
During the period from June 6, 2023 to July 5, 2023, Qi Chen acquired 103,180 ADSs, representing approximately 1.3% of the total
outstanding Ordinary Shares of the Issuer, from the open market at an average price of US$2.61 per ADS. During such one-month period, the closing price of the Ordinary Shares of the Issuer on the New York
Stock Exchange was approximately US$2.52 per ADS.
On June 29, 2023, Qi Chen acquired 369,882 ADSs, representing approximately 4.5% of the
total outstanding Ordinary Shares of the Issuer, from an independent third party through arm’s-length negotiation at an average price of US$2.8 per ADS. On June 29, 2023, the closing price of the
Ordinary Shares of the Issuer on the New York Stock Exchange was US$2.48 per ADS.
On December 27, 2023, Qi Chen acquired 10,672,523
Class A ordinary shares, representing approximately 0.4% of the total outstanding Ordinary Shares of the Issuer, from an independent third party through arm’s-length negotiation at an average price
of US$2.02 per ADS. On December 27, 2023, the closing price of the Ordinary Shares of the Issuer on the New York Stock Exchange was US$2.05 per ADS.