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Filing Details

Accession Number:: 0001104659-19-007321
Form Type:: 13G Filing
Publication Date:: 2019-02-12 07:22:24

Filed By:: Pingan Ecommerce Limited Partnership
Company:: Mogu Inc. (NYSE:MOGU)
Filing Date:: 2019-02-12
SEC Url:: 13G Filing

Ownership Summary

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	Shared Voting Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Ping An Insurance (Group) Co. of China Ltd	161,960,075	161,960,075	161,960,075	6.8 %
Pingan eCommerce Limited Partnership	37,790,684	37,790,684	37,790,684	1.6 %
Roc Peace Limited	124,169,391	124,169,391	124,169,391	5.2 %

Filing

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

MOGU Inc.

(Name of Issuer)

Class A ordinary shares, par value US$0.00001 per share

(Title of Class of Securities)

608012100**

(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:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	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 608012100 has been assigned to the American Depositary Shares (ADSs) of the Company, 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. 608012100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Ping An Insurance (Group) Co. of China Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization The Peoples Republic of China

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0

			6.		Shared Voting Power 161,960,075

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 161,960,075

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 161,960,075

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 6.8% ***

	12.	Type of Reporting Person (See Instructions) HC-CO

*** The ownership percentage of the Reporting Person is calculated based on a total of 2,371,289,450 Class A ordinary shares of the Issuer outstanding as of January 28, 2019.

CUSIP No. 608012100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Pingan eCommerce Limited Partnership

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With:			5.		Sole Voting Power 0

			6.		Shared Voting Power 37,790,684

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 37,790,684

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 37,790,684

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 1.6% **

	12.	Type of Reporting Person (See Instructions) PN

*** The ownership percentage of the Reporting Person is calculated based on a total of 2,371,289,450 Class A ordinary shares of the Issuer outstanding as of January 28, 2019.

CUSIP No. 608012100

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Roc Peace Limited

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o

	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 0

			6.		Shared Voting Power 124,169,391

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 124,169,391

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 124,169,391

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o

	11.	Percent of Class Represented by Amount in Row (9) 5.2% **

	12.	Type of Reporting Person (See Instructions) CO

*** The ownership percentage of the Reporting Person is calculated based on a total of 2,371,289,450 Class A ordinary shares of the Issuer outstanding as of January 28, 2019.

Item 1.
	(a)	Name of Issuer: MOGU Inc.
	(b)	Address of Issuers Principal Executive Offices: 9/F, Building No.1, Zhejiang Wealth Center Gudun Road 99, Xihu District Hangzhou 310000 The People's Republic of China

Item 2.
	(a)	Name of Person Filing: I. Ping An Insurance (Group) Co. of China Ltd. II. Pingan eCommerce Limited Partnership III. Roc Peace Limited
	(b)	Address of Principal Business Office or, if none, Residence: I, II, & III. Ping An Finance Building No. 1333 Lujiazui Loop, Pudong District Shanghai 200120 The Peoples Republic of China
	(c)	Citizenship: I. The Peoples Republic of China II. Cayman Islands III. British Virgin Islands
	(d)	Title of Class of Securities: Class A ordinary shares, par value US$0.00001 per share
	(e)	CUSIP Number: 608012100

Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
			Not applicable

Item 4.	Ownership
	(a)	Amount beneficially owned: See the responses to Item 9 on the attached cover pages.
	(b)	Percent of class: See the responses to Item 11 on the attached cover pages.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: See the responses to Item 5 on the attached cover pages.
		(ii)	Shared power to vote or to direct the vote: See the responses to Item 6 on the attached cover pages.
		(iii)	Sole power to dispose or to direct the disposition of: See the responses to Item 7 on the attached cover pages.
		(iv)	Shared power to dispose or to direct the disposition of: See the responses to Item 8 on the attached cover pages.

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 Control Person
See Exhibit 99.2

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

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.

Date: February 12, 2019

	Ping An Insurance (Group) Co. of China Ltd.


	By:	/s/ Mingzhe Ma
		Name: Mingzhe Ma
		Title: Legal Representative


	Pingan eCommerce Limited Partnership


	By:	/s/ Shengke Liu
		Name: Shengke Liu
		Title: Director


	Roc Peace Limited


	By:	/s/ Shengke Liu
		Name: Shengke Liu
		Title: Director

Exhibit Index

Exhibit No.		Exhibit
99.1		Joint Filing Agreement
99.2		Item 7 Information