United States securities and exchange commission logo
January 16, 2023
Qi Chen
Chief Executive Officer
MOGU Inc.
Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road
Xihu District, Hangzhou, 310012
People s Republic of China
Re: MOGU Inc.
Form 20-F for
Fiscal Year Ended March 31, 2022
Response dated
October 7, 2022
File No. 001-38748
Dear Qi Chen:
We have reviewed your October 7, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 13, 2022 letter.
Annual Report on Form 20-F Filed on July 15, 2022
Item 3. Key Information, page 3
1. We note your response
to comment 3. Please revise your disclosure to affirmatively state
that your Hong Kong
subsidiary does not have any operations.
Our Holding Company Structure and Contractual Arrangements with the
VIEs, page 4
2. We note your proposed
amended disclosure in response to comment 4 and reissue in part.
Please revise your
diagram of the company's corporate structure to identify the persons or
entities that own
equity in MOGU Inc. Your disclosure currently identifies only the
persons or entities
that own equity in your subsidiaries and the VIEs. Please also amend
Qi Chen
MOGU Inc.
January 16, 2023
Page 2
your disclosure to disclose the challenges the company may face
enforcing the contractual
agreements with the VIEs due to jurisdictional limits.
Permissions Required from the PRC Authorities for Our Operations, page 6
3. We note your proposed amended disclosure in response to comment 6 and
reissue in part.
Please expand your discussion of the permissions or approvals that
you, your subsidiaries,
or the VIEs are required to obtain from Chinese authorities to include
permissions or
approvals needed to offer your securities to foreign investors. Your
current disclosure
only addresses the permissions or approvals required to operate the
business. Please
also describe the consequences to you and your investors if you, your
subsidiaries, or the
VIEs: (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently
conclude that such permissions or approvals are not required, or (iii)
applicable laws,
regulations, or interpretations change and you are required to obtain
such permissions or
approvals in the future. Revise to state whether any of the
permissions or approvals
required to operate your business or offer your securities have been
denied. Finally, while
your proposed revised disclosure indicates that you, your
subsidiaries, the VIEs and their
subsidiaries are not required to obtain permissions from the CSRC, you
have not
affirmatively stated the same with respect to the CAC, if true; please
revise.
4. We note your response to comment 7, as well as your statement that
counsel has advised
that you, your subsidiaries and the VIEs are not required, with a few
identified exceptions,
to obtain licenses and permits that are material to conduct your
operations. Please revise
to delete the word "material" and refer to "permissions and approvals"
instead of "licenses
and permits." Also, if you have received similar advice of counsel
with respect to your
conclusions as to whether you need permissions and approvals to offer
securities to
investors, state as much; if you have not, state as much, explain why,
and explain the basis
for these conclusions.
Transfers of Cash within the Group, page 11
5. We note your proposed amended disclosure in response to comment 9.
Please expand the
heading of your risk factor to also include the risk that, to the
extent cash in the business is
in Hong Kong or a Hong Kong entity, the funds may not be available to
fund operations
or for other use outside of Hong Kong due to interventions in or the
imposition of
restrictions and limitations on the ability of you, your subsidiaries,
or the consolidated
VIEs by the PRC government to transfer cash. Please also revise any
cross-references to
this risk factor.
6. We note your proposed amended disclosure in response to comment 10.
Throughout the
filing, wherever you state that you receive economic benefits from the
VIEs, please
FirstName LastNameQi Chen
qualify such statement with disclosure of the conditions you have
satisfied for
Comapany NameMOGU
consolidation of theInc.
VIEs under U.S. GAAP and the fact that you are the
primary
Januarybeneficiary for of
16, 2023 Page 2 the VIEs for accounting purposes.
FirstName LastName
Qi Chen
FirstName
MOGU Inc.LastNameQi Chen
Comapany
January 16,NameMOGU
2023 Inc.
January
Page 3 16, 2023 Page 3
FirstName LastName
7. We note your proposed amended disclosure in response to comment 11.
Please expand
your disclosure to disclose the source of your policies (e.g., whether
they are contractual
in nature, pursuant to regulations, etc.).
8. Please disclose your intentions to settle amounts owed under the VIE
agreements.
Summary of Risk Factors, page 13
9. We note your proposed amended disclosure in response to comment 12. In
your summary
of risk factors, please note that each summary risk factor should have
a cross-reference,
including page numbers, to the relevant risk factor that includes the
title of the relevant
risk factor.
Please contact Alyssa Wall at 202-551-8106 or Lilyanna Peyser at
202-551-3222 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services