Filing Details
- Accession Number:
- 0001193125-19-016329
- Form Type:
- 13G Filing
- Publication Date:
- 2019-01-25 06:07:07
- Filed By:
- Chen Qi
- Company:
- Mogu Inc. (NYSE:MOGU)
- Filing Date:
- 2019-01-25
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Qi Chen | 303,234,004 | 0 | 303,234,004 | 0 | 303,234,004 | 11.3% |
| Elevenhalf MG International Limited | 220,151,966 | 0 | 220,151,966 | 0 | 220,151,966 | 8.2% |
| Elevenhalf MG Holding Limited | 83,082,038 | 0 | 83,082,038 | 0 | 83,082,038 | 3.1% |
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)
608012 100**
(CUSIP Number)
December 31, 2018
(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 persons 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 608012 100 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 25 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. 608012 100 | Page 1 of 7 pages |
| 1 | Name of Reporting Person
Qi Chen | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Peoples Republic of China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5 | Sole Voting Power
303,234,004 Class B ordinary shares. See Item 4. | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
303,234,004 Class B ordinary shares. See Item 4. | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
303,234,004 Class B ordinary shares. See Item 4. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
11.3%. See Item 4. | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. 608012 100 | Page 2 of 7 pages |
| 1 | Name of Reporting Person
Elevenhalf MG International 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
220,151,966 Class B ordinary shares. See Item 4. | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
220,151,966 Class B ordinary shares. See Item 4. | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
220,151,966 Class B ordinary shares. See Item 4. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
8.2%. See Item 4. | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 608012 100 | Page 3 of 7 pages |
| 1 | Name of Reporting Person
Elevenhalf MG Holding 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
83,082,038 Class B ordinary shares. See Item 4. | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
83,082,038 Class B ordinary shares. See Item 4. | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
83,082,038 Class B ordinary shares. See Item 4. | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
3.1%. See Item 4. | |||||
| 12 | Type of Reporting Person
CO | |||||
| CUSIP No. 608012 100 | Page 4 of 7 pages |
| Item 1(a). | Name of Issuer:
MOGU Inc. (the Issuer)
| |
| Item 1(b). | Address of Issuers Principal Executive Offices:
Zheshang Wealth Center, 12/F, Building No. 1, No. 99 Gudun Road, Xihu District, Hangzhou 310012, Peoples Republic of China
| |
| Item 2(a). | Name of Person Filing:
Qi Chen, Elevenhalf MG International Limited and Elevenhalf MG Holding Limited (collectively, the Reporting Persons)
| |
| Item 2(b). | Address of Principal Business Office or, if none, Residence:
The address of Qi Chen is c/o Zheshang Wealth Center, 12/F, Building No. 1, No. 99 Gudun Road, Xihu District, Hangzhou 310012, Peoples Republic of China. The 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.
| |
| Item 2(c) | Citizenship:
Qi Chen is a citizen of the Peoples Republic of China. Each of Elevenhalf MG International Limited and Elevenhalf MG Holding 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 Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one 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 608012 100 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 | ||
| 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 December 31, 2018.
| 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: | |||||||||||||||||||||
| Qi Chen | 303,234,004 | (1) | 11.3 | %(2) | 79.3 | %(3) | 303,234,004 | (1) | 0 | 303,234,004 | (1) | 0 | ||||||||||||||||
| Elevenhalf MG International Limited | 220,151,966 | (4) | 8.2 | %(2) | 57.6 | %(3) | 220,151,966 | (4) | 0 | 220,151,966 | (4) | 0 | ||||||||||||||||
| Elevenhalf MG Holding Limited | 83,082,038 | (5) | 3.1 | %(2) | 21.7 | %(3) | 83,082,038 | (5) | 0 | 83,082,038 | (5) | 0 | ||||||||||||||||
| CUSIP No. 608012 100 | Page 5 of 7 pages |
| (1) | Represents (i) 220,151,966 Class B ordinary shares held by Elevenhalf MG International Limited, a British Virgin Islands business company, and (ii) 83,082,038 Class B ordinary shares held by Elevenhalf MG Holding Limited, a British Virgin Islands business company. Elevenhalf MG International Limited is ultimately owned by SharkBay Trust and Elevenhalf MG Holding Limited is ultimately owned by SharkBay 2 Trust. Qi Chen is the settlor of both SharkBay Trust and SharkBay 2 Trust, and Mr. Chen and others designated by Mr. Chen are their beneficiaries. Under the terms of these two trusts, Mr. Chen has the power to direct the retention or disposal of, and the exercise of any voting and other rights attached to the shares held by Elevenhalf MG International Limited and Elevenhalf MG Holding Limited in the Issuer. |
| (2) | The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 2,674,523,454 ordinary shares (being the sum of 2,371,289,450 Class A ordinary shares and 303,234,004 Class B ordinary shares) of the Issuer outstanding as of December 31, 2018. |
| (3) | 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 Issuers Class A and Class B ordinary shares as a single class. |
| (4) | Represents 220,151,966 Class B ordinary shares held by Elevenhalf MG International Limited, a British Virgin Islands business company. |
| (5) | Represents 83,082,038 Class B ordinary shares held by Elevenhalf MG Holding Limited, a British Virgin Islands business company. |
| 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. 608012 100 | Page 6 of 7 pages |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement | |
| CUSIP No. 608012 100 | Page 7 of 7 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: January 25, 2019
| Qi Chen | ||
| /s/ Qi Chen | ||
| Elevenhalf MG International Limited | ||
| By: | /s/ Qi Chen | |
| Name: | Qi Chen | |
| Title: | Director | |
| Elevenhalf MG Holding Limited | ||
| By: | /s/ Qi Chen | |
| Name: | Qi Chen | |
| Title: | Director | |