Tencent Amends MOGU Stake Filing, Signals Continued Passive Holding

TL;DR

**Tencent still holds MOGU shares, signaling long-term passive investment.**

AI Summary

Tencent Holdings Ltd. filed an amended Schedule 13G/A on February 1, 2024, indicating its ownership in MOGU Inc. as of December 31, 2023. This filing, an amendment to a previous statement, confirms Tencent's continued significant, though passive, stake in the Chinese e-commerce company. For investors, this matters because Tencent's ongoing presence as a major shareholder can signal confidence in MOGU's long-term potential, despite MOGU's Class A ordinary shares not having a CUSIP number, with its ADSs trading under the symbol "MOGU" on the NYSE.

Why It Matters

Tencent's continued passive ownership in MOGU Inc. suggests a stable, long-term investment perspective from a major tech player, which could be a positive signal for MOGU shareholders.

Risk Assessment

Risk Level: low — This filing is an amendment to a passive investment, indicating no immediate change in control or strategy, thus posing low risk.

Analyst Insight

A smart investor would note Tencent's continued passive stake as a potential long-term vote of confidence, but also recognize that this filing doesn't indicate any new strategic moves or increased investment, suggesting no immediate catalyst for MOGU's stock price.

Key Players & Entities

• Tencent Holdings Ltd. (company) — the entity filing the SC 13G/A
• MOGU Inc. (company) — the subject company in which Tencent holds shares
• December 31, 2023 (date) — the date of the event requiring the filing
• February 1, 2024 (date) — the filing date of the SC 13G/A
• Class A ordinary shares (other) — the type of securities held by Tencent
• $0.00001 (dollar_amount) — par value per Class A ordinary share of MOGU Inc.
• NYSE (other) — where MOGU's ADSs are quoted
• 300 (other) — number of Class A ordinary shares represented by each ADS

FAQ

Key Financial Figures

• $0.00001 — Class A ordinary shares, par value of $0.00001 per share (Title of Class of Securiti

Filing Documents

• dp205668_sc13ga-2.htm (SC 13G/A) — 54KB
• 0000950103-24-001545.txt ( ) — 56KB

(a). Name of Issuer

Item 1(a). Name of Issuer: MOGU Inc.

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road Xihu District, Hangzhou, 310012 People’s Republic of China

(a). Name of Person Filing

Item 2(a). Name of Person Filing: This Schedule 13G is being jointly filed by the following reporting persons (each a “ Reporting Person ” and collectively, the “ Reporting Persons ”): Image Future Investment (HK) Limited Tencent Holdings Limited

(b). Address of Principal Business Office or, if none, Residence

Item 2(b). Address of Principal Business Office or, if none, Residence: The principal 29/F., Three Pacific Place No. 1 Queen’s Road East Wanchai, Hong Kong

(c). Citizenship

Item 2(c). Citizenship: Image Future Investment (HK) Limited – Hong Kong Tencent Holdings Limited – The Cayman Islands

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Class A Ordinary Shares, $0.00001 par value per share

(e). CUSIP Number

Item 2(e). CUSIP Number: There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 608012100 has been assigned to the 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, par value US$0.00001 per share.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c)

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c): (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with Rule 13d–1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with Rule 13d–1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with Rule 13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution: ____.

Ownership

Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1. (a) The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference. (b) Percent of class is determined based on 2,161,518,000 Class A ordinary shares outstanding as of June 30, 2023, as reported in the Issuer’s annual report for the fiscal year ended March 31, 2023 on Form 20-F filed with the U.S. Securities and Exchange Commission on July 31, 2023. (c) The information required by Item 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following .

Ownership of More than Five Percent on Behalf of Another Person

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.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certifications

Item 10. Certifications. Not applicable. EXHIBIT INDEX Exhibit No. Description A Joint Filing Agreement * * Incorporated herein by reference to the Joint Filing Agreement by Image Future Investment (HK) Limited and Tencent Holdings Limited dated as of February 1, 2019, which was previously filed with the U.S. Securities and Exchange Commission by Image Future Investment (HK) Limited and Tencent Holdings Limited on February 1, 2019 with respect to the Class A ordinary shares of MOGU Inc. 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 1, 2024 Image Future Investment (HK) Limited By: /s/ Li Yan Name: Li Yan Title: Director TENCENT HOLDINGS LIMITED By: /s/ Ma Huateng Name: Ma Huateng Title: Director

View Full Filing

View this SC 13G/A filing on SEC EDGAR