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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

 FirstName LastNameQi Chen
 Comapany NameMOGU Inc.
 January 16, 2023 Page 2
 FirstName LastName
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
qualify such statement with disclosure of the conditions you have satisfied for
consolidation of the VIEs under U.S. GAAP and the fact that you are the primary
beneficiary for of the VIEs for accounting purposes.

 FirstName LastNameQi Chen
 Comapany NameMOGU Inc.
 January 16, 2023 Page 3
 FirstName LastName
Qi Chen
MOGU Inc.
January 16, 2023
Page 3
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