SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
MOGU Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.00001 per share
(Title of Class of Securities)
608012308**
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ 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. |
| ** | There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 608012308 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The New York Stock Exchange under the symbol “MOGU.” Each ADS represents 300 Class A ordinary shares. |
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).
| CUSIP No. 608012308 | Page 1 of 6 pages |
| 1 |
Name of Reporting Person
Exceed Intelligence Limited | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
107,643,285 ordinary shares (1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
107,643,285 ordinary shares (1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
107,643,285 ordinary shares (1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
4.4% (2) | |||||
| 12 | Type of Reporting Person
CO | |||||
| (1) | Including 107,643,285 Class A ordinary shares. |
| (2) | The calculation of this percentage is based on 2,464,332,604 ordinary shares, par value $0.00001 per share (being the sum of 2,161,098,600 Class A ordinary shares and 303,234,004 Class B ordinary shares) of the Issuer outstanding as of February 24, 2023 as informed by the Company. |
| CUSIP No. 608012308 | Page 2 of 6 pages |
| 1 |
Name of Reporting Person
Yibo Wei | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
People’s Republic of China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
135,293,385 ordinary shares(1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
135,293,385 ordinary shares(1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
135,293,385 ordinary shares (1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
5.5% (2) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Including 92,167 ADSs (representing 27,650,100 Class A ordinary shares) held by Yibo Wei and 107,643,285 Class A ordinary shares held by Exceed Intelligence Limited. |
| (2) | The calculation of this percentage is based on 2,464,332,604 ordinary shares, par value $0.00001 per share (being the sum of 2,161,098,600 Class A ordinary shares and 303,234,004 Class B ordinary shares) of the Issuer outstanding as of February 24, 2023 as informed by the Company. |
| CUSIP No. 608012308 | Page 3 of 6 pages |
| Item 1(a). | Name of Issuer: | |
| MOGU Inc. (the “Issuer”) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road, Xihu District, Hangzhou, 310012, People’s Republic of China. | ||
| Item 2(a). | Name of Person Filing: | |
| Yibo Wei and Exceed Intelligence Limited (collectively, the “Reporting Persons”) | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |
| The address of Yibo Wei is c/o Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road, Xihu District, Hangzhou, 310012, People’s Republic of China. The address of Exceed Intelligence Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. | ||
| Item 2(c) | Citizenship: | |
| Yibo Wei is a citizen of the People’s Republic of China. Exceed Intelligence Limited is a business company incorporated in British Virgin Islands. | ||
| Item 2(d). | Title of Class of Securities: | |
| Class A ordinary shares, par value $0.00001 per share | ||
| The Issuer’s ordinary shares consist of Class A ordinary shares and Class B 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. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. | ||
| Item 2(e). | CUSIP Number: | |
| There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 608012308 has been assigned to the ADSs. | ||
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: | |
| Not applicable | ||
| CUSIP No. 608012308 | Page 4 of 6 pages |
| Item 4. | Ownership: |
The following information with respect to the ownership of the ordinary shares of the Issuer by each Reporting Person is provided as of February 13, 2023.
| Reporting Person | Amount beneficially owned: |
Percent of class: |
Percent of aggregate voting power: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
|||||||||||||||||||||
| Exceed Intelligence Limited |
107,643,285 | (1) | 4.4 | %(3) | 1.0 | %(4) | 107,643,285 | (1) | 0 | 107,643,285 | (1) | 0 | ||||||||||||||||
| Yibo Wei |
135,293,385 | (2) | 5.5 | %(3) | 1.2 | %(4) | 135,293,385 | (2) | 0 | 135,293,385 | (2) | 0 | ||||||||||||||||
| (1) | Represents 107,643,285 Class A ordinary shares held by Exceed Intelligence Limited, a British Virgin Islands business company. |
| (2) | Represents (i) 92,167 ADSs (representing 27,650,100 Class A ordinary shares) acquired on the open market from December 23, 2022 to February 24, 2023 held by Yibo Wei (“Mr. Wei”) and (ii) 107,643,285 Class A ordinary shares held by Exceed Intelligence Limited, a BVI company. Exceed Intelligence Limited is ultimately held by Exceed Intelligence Trust (the “Trust”). Mr. Wei is the settlor of the Trust, and Mr. Wei and his family members are its beneficiaries. Under the terms of the Trust, Mr. Wei has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Exceed Intelligence Limited in the Issuer. The registered address of Exceed Intelligence Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. |
| (3) | The calculation of this percentage is based on 2,464,332,604 ordinary shares, par value $0.00001 per share (being the sum of 2,161,098,600 Class A ordinary shares and 303,234,004 Class B ordinary shares) of the Issuer outstanding as of February 24, 2023 as informed by the Company. |
| (4) | The Issuer’s ordinary shares consist of Class A ordinary shares and Class B 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. For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. |
| 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: |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
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. | Certifications: |
Not applicable
| CUSIP No. 608012308 | Page 5 of 6 pages |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |
| CUSIP No. 608012308 | Page 6 of 6 pages |
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.
Dated: March 9, 2023
| Yibo Wei |
| /s/ Yibo Wei |
| Exceed Intelligence Limited | ||
| By: | /s/ Yibo Wei | |
| Name: | Yibo Wei | |
| Title: | Director | |