MOGU MOGU Inc

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

  Exceed Intelligence 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

  107,643,285 ordinary shares ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  107,643,285 ordinary shares ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  107,643,285 ordinary shares ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  4.4% ⁽²⁾

  Type of Reporting Person

  CO

Including 107,643,285 Class A ordinary shares.

The calculation of this percentage is based on 2,464,752,004 ordinary shares, par value $0.00001 per share (being the sum of 2,161,518,000 Class A ordinary shares and 303,234,004 Class B ordinary shares) of the Issuer outstanding as of December 31, 2023 as informed by the Company.

  Name of Reporting Person

  Yibo Wei

  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

  177,439,485 ordinary shares ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  177,439,485 ordinary shares ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  177,439,485 ordinary shares ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  7.2% ⁽²⁾

  Type of Reporting Person

  IN

Including 232,654 ADSs (representing 69,796,200 Class A ordinary shares) and 107,643,285 Class A ordinary shares held by Exceed Intelligence Limited. The calculation of this percentage is based on 2,464,752,004 ordinary shares, par value $0.00001 per share (being the sum of 2,161,518,000 Class A ordinary shares and 303,234,004 Class B ordinary shares) of the Issuer outstanding as of December 31, 2023 as informed by the Company.

Reporting Person

Exceed Intelligence Limited

Yibo Wei

Represents 107,643,285 Class A ordinary shares held by Exceed Intelligence Limited, a British Virgin Islands business company.

Represents (i) 140,487 ADSs (representing 42,146,100 Class A ordinary shares) acquired from Tiantu Capital Management Company (Cayman) at a price of $2.02 per ADS on January 9, 2024 (ii) 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 (iii) 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.

The calculation of this percentage is based on 2,464,752,004 ordinary shares, par value $0.00001 per share (being the sum of 2,161,518,000 Class A ordinary shares and 303,234,004 Class B ordinary shares) of the Issuer outstanding as of December 31, 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: