Sec Form 13G Filing - Chen Qi filing for MOGU INC ADR (MOGU) - 2023-02-14

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.

  Name of Reporting Person

  Elevenhalf MG International Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  220,151,966 ordinary shares ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  220,151,966 ordinary shares ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  220,151,966 ordinary shares ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  8.9% ⁽²⁾

  Type of Reporting Person

  CO

Including 220,151,966 Class B ordinary shares.

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 13, 2023 as informed by the Company.

  Name of Reporting Person

  Elevenhalf MG Holding Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  83,082,038 ordinary shares ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  83,082,038 ordinary shares ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  83,082,038 ordinary shares ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  3.4% ⁽²⁾

  Type of Reporting Person

  CO

I ncluding 83,082,038 Class B ordinary shares.

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 13, 2023 as informed by the Company.

  Name of Reporting Person

  Qi Chen

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With:

  Sole Voting Power

  419,710,504 ordinary shares⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  419,710,504 ordinary shares⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  419,710,504 ordinary shares⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  17.0% ⁽²⁾

  Type of Reporting Person

  IN

Including 388,225 ADSs (representing 116,476,500 Class A ordinary shares) and 303,234,004 Class B ordinary shares.

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 13, 2023 as informed by the Company.

Elevenhalf MG International

Limited

Elevenhalf MG Holding

Limited

Qi Chen

Represents 220,151,966 Class B ordinary shares held by Elevenhalf MG International Limited, a British Virgin Islands business company.

Represents 83,082,038 Class B ordinary shares held by Elevenhalf MG Holding Limited, a British Virgin Islands business company.

Represents (i) 388,225 ADSs (representing 116,476,500 Class A ordinary shares) acquired on the open market from September 7, 2022 to December 12, 2022 held by Qi Chen, (ii) 220,151,966 Class B ordinary shares held by Elevenhalf MG International Limited, a British Virgin Islands business company, and (iii) and 83,082,038 Class B ordinary shares held by Elevenhalf MG Holding Limited, a British Virgin Islands business company. Elevenhalf MG International Limited and Elevenhalf MG Holding Limited are ultimately owned by SharkBay Captain Trust (the “Trust”). Qi Chen (“Mr. Chen”) is the settlor of the Trust, and Mr. Chen and others designated by Mr. Chen are their beneficiaries. Under the terms of the Trust, 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.

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 13, 2023 as informed by the Company.

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.

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

A