(Amendment No. 2)*
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
* 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 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 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 on 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.
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NAMES OF REPORTING PERSON
Qiming Corporate GP III, Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
110,964,907 (1)
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
110,964,907 (1)
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
110,964,907 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
5.1% (2)
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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|
|
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(1) Qiming Corporate GP III, Ltd. is the general
partner of Qiming Managing Directors Fund III, L.P. and Qiming GP III, L.P. Qiming GP III, L.P. is the general partner of Qiming Venture
Partners III, L.P. Qiming Managing Directors Fund III, L.P. and Qiming Venture Partners III, L.P. are the owners of 3,390,628 Class A
Ordinary Shares (in the form of ADSs and 3 Class A Ordinary Shares) and 107,574,279 Class A Ordinary Shares (in the form of ADSs and 4
Class A Ordinary Shares), respectively.
(2) The percentage is calculated based upon an
aggregate of 2,190,205,050 Class A Ordinary Shares outstanding as of December 31, 2021, which is based on the information provided by
the Issuer.
CUSIP No. 608012100
1.
|
NAMES OF REPORTING PERSON
Qiming Managing Directors Fund III, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
3,390,628
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
3,390,628
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,390,628
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
0.2% (3)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(3) The percentage is calculated based upon an
aggregate of 2,190,205,050 Class A Ordinary Shares outstanding as of December 31, 2021, which is based on the information provided by
the Issuer.
CUSIP No. 608012100
1.
|
NAMES OF REPORTING PERSON
Qiming GP III, L.P.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
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SEC USE ONLY
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4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
107,574,279 (4)
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6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
107,574,279 (4)
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8.
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SHARED DISPOSITIVE POWER
None
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
107,574,279 (4)
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
(see instructions) ☐
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
4.9%(5)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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(4) Qiming GP III, L.P. is the general partner
of Qiming Venture Partners III, L.P., which is the owner of 107,574,279 Class A Ordinary Shares (in the form of ADSs and 4 Class A Ordinary
Shares).
(5) The percentage is calculated based upon an
aggregate of 2,190,205,050 Class A Ordinary Shares outstanding as of December 31, 2021, which is based on the information provided by
the Issuer.
CUSIP No. 608012100
1.
|
NAMES OF REPORTING PERSON
Qiming Venture Partners III, L.P.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
3.
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SEC USE ONLY
|
4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5.
|
SOLE VOTING POWER
107,574,279
|
6.
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SHARED VOTING POWER
None
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7.
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SOLE DISPOSITIVE POWER
107,574,279
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8.
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SHARED DISPOSITIVE POWER
None
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
107,574,279
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
(see instructions) ☐
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(9)
4.9%(6)
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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|
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(6) The percentage is calculated based upon an
aggregate of 2,190,205,050 Class A Ordinary Shares outstanding as of December 31, 2021, which is based on the information provided by
the Issuer.
Item 1.
MOGU Inc. (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices
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The Issuer’s
principal executive office is located at Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road, Xihu District, Hangzhou, 310012,
People’s Republic of China.
Item 2.
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(a)
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Name of Person Filing
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Qiming Corporate
GP III, Ltd.
Qiming Managing
Directors Fund III, L.P.
Qiming GP III, L.P.
Qiming Venture Partners
III, L.P.
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(b)
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Address of the Principal Office or, if None, Residence
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The registered address
of each of the Reporting Persons is M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands.
Cayman Islands for
all Reporting Persons.
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(d)
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Title of Class of Securities
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Class A Ordinary
Shares, par value of $0.00001 per share (the “Class A Ordinary Shares”).
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 Issuer, which are quoted on the New York Stock Exchange under the symbol “MOGU.” Each ADS represents 25 Class A Ordinary
Shares.
Item 3. Statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c):
Not applicable.
Item 4. Ownership.
The information required by Items 4(a) - (c) is
set forth in Rows 5 - 11 of the cover page for each of the Reporting Person and is incorporated herein by reference.
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.
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. Certification.
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.
Dated: February 14, 2022
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Qiming Corporate GP III, Ltd.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Managing Directors Fund III, L.P.
By: Qiming Corporate GP III, Ltd.,
it’s General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming GP III, L.P.
By: Qiming Corporate GP III, Ltd.,
it’s General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Venture Partners III, L.P.
By: Qiming GP III, L.P.,
it’s General Partner
By: Qiming Corporate GP III, Ltd.,
General Partner of Qiming GP III, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that (i) this statement on Schedule 13G has been
adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will, unless written notice
to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect
to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving
written notice thereof to each of the other persons signatory hereto, at the principal office thereof.
Dated: February 13, 2019
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Qiming Corporate GP III, Ltd.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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Qiming Managing Directors Fund III, L.P.
By: Qiming Corporate GP III, Ltd.,
it’s General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
|
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Title: Authorized Signatory
|
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Qiming GP III, L.P.
By: Qiming Corporate GP III, Ltd.,
it’s General Partner
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By:
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/s/ Grace Lee
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Name: Grace Lee
|
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Title: Authorized Signatory
|
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Qiming Venture Partners III, L.P.
By: Qiming GP III, L.P.,
it’s General Partner
By: Qiming Corporate GP III, Ltd.,
General Partner of Qiming GP III, L.P.
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By:
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/s/ Grace Lee
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Name: Grace Lee
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Title: Authorized Signatory
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