MOGU Inc.

MOGU Inc. is an online service provider in China, operating a KOL-driven online fashion and lifestyle platform called Mogujie and providing customized online branding solutions to businesses. The platform features content primarily in live-streaming format, conveying fashion styles and trends, and users can access it through mobile applications including the flagship Mogujie mobile app and Mini Programs on Weixin. The company actively pursues higher operational efficiency and better user experience by continuously providing users, especially female users, with products based on fashion and beauty consumption needs including fashion apparel, beauty makeup, personal care, food, and medical beauty products, while also adjusting its product offering to include healthcare products, grocery, household suppliers, and foods.

The company faces a highly competitive industry where competition is based on brand recognition, product quality, price, and innovation. MOGU's competitive positioning relies on its KOL-driven platform model, with key opinion leaders contributing most of the content on the platform, primarily in live-streaming format. The company's KOLs are central to its strategy, as they convey fashion styles and trends and feature products from merchants, leading users to purchase those products during their shopping journey and exploration of the platform.

MOGU generates revenue through its online fashion and lifestyle platform Mogujie, where KOLs contribute most of the content in live-streaming format, and through providing customized online branding solutions to businesses. The company's revenue mix includes technology services, marketing services, commissions, financing solutions, and other services. Revenue contributed by the VIEs accounted for 25.3%, 35.1% and 29.2% of total revenues for the fiscal years of 2024, 2025 and 2026, respectively ^{1 2 3}.

The company's product and service lines include technology services, marketing services, commissions, financing solutions, and other services. The Mogujie platform provides individuals with an accessible shopping experience for everyday fashion, with features allowing them to live their lives online. The platform's content is rich and diverse, intended to convey the latest fashion styles and trends, and features products from merchants, which has led users to purchase those products along with their shopping journey and exploration of the platform. The company also provides customized online branding solutions to businesses.

The company has adjusted its product offering and enriched its product portfolio with a variety of healthcare products, grocery, household suppliers, and foods. Users can conveniently access the platform through mobile applications, including the flagship Mogujie mobile app and Mini Programs on Weixin. The company actively pursues higher operational efficiency and better user experience by continuously providing users, especially female users, with more products based on their fashion and beauty consumption needs including fashion apparel, beauty makeup, personal care, food, and medical beauty products.

On November 13, 2025, the company engaged Marcum Asia CPAs LLP as its independent registered public accounting firm to replace PricewaterhouseCoopers Zhong Tian LLP to audit its consolidated financial statements for the fiscal year ended March 31, 2026 ⁴. The company has completed the registration of the equity interest pledge under the amended and restated equity interest pledge agreement in relation to Beijing Meilishikong and Hangzhou Juangua with the relevant office of the State Administration of Market Regulation in accordance with the PRC Property Rights Law. The company has entered into various contractual arrangements with the VIEs and their shareholders, including amended and restated shareholder voting proxy agreements, equity interest pledge agreements, loan agreements, exclusive consultation and service agreements, and exclusive option agreements.

For the fiscal year ended March 31, 2026, total revenues were RMB 125,432 thousand ⁵, compared to RMB 145,543 thousand ⁶ for the fiscal year ended March 31, 2025. Net income was RMB 81,561 thousand ⁷ for fiscal 2026, compared to net loss of RMB 52,490 thousand ⁸ for fiscal 2025. The company's cash and cash equivalents, restricted cash, and short-term investments totaled RMB 1,161,643 thousand ⁹ as of March 31, 2026.

The company is pursuing growth through its KOL-driven online fashion and lifestyle platform Mogujie, with KOLs contributing most of the content on the platform, primarily in live-streaming format. The company is actively pursuing higher operational efficiency and better user experience by continuously providing users, especially female users, with more products based on their fashion and beauty consumption needs including fashion apparel, beauty makeup, personal care, food, and medical beauty products. Concurrently, the company has adjusted its product offering and enriched its product portfolio with a variety of healthcare products, grocery, household suppliers, and foods.

The company is expanding its product portfolio to include healthcare products, grocery, household suppliers, and foods, in addition to its core fashion and beauty categories. Users can conveniently access the platform through mobile applications, including the flagship Mogujie mobile app and Mini Programs on Weixin, which represents a growth vector through expanded distribution channels. The company also provides customized online branding solutions to businesses as another growth vector.

The filing does not contain specific margin or cost outlook targets.

The filing does not contain specific operational outlook details regarding supply chain, manufacturing capacity, technology infrastructure investments, or headcount strategy.

The filing does not contain specific figures for R&D spending levels, capital expenditure plans, share repurchase authorization amounts, or dividend policy for the upcoming period.

The company faces structural headwinds from the complex and evolving PRC laws and regulations, including those related to data security, anti-monopoly, and cybersecurity. The PRC government's significant authority in regulating operations and its oversight over overseas offerings by China-based issuers could significantly limit or completely hinder the company's ability to offer or continue to offer securities to investors. The company also faces risks related to the enforceability of its contractual arrangements with the VIEs, as these arrangements have not been tested in a court of law and are subject to significant risks under PRC law.

The company faces constraints from the uncertainty regarding the interpretation and enforcement of PRC laws, rules, and regulations, which could result in a material adverse change in operations and the value of ADSs. The company also faces risks related to the Holding Foreign Companies Accountable Act, as the PCAOB's ability to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong is subject to substantial uncertainty. Additionally, the company may be required to obtain permissions from PRC regulatory authorities in the future, and failure to obtain such permissions could subject the company to restrictions and penalties.

The company faces material risks from the uncertainty regarding the enforceability of its contractual arrangements with the VIEs, which have not been tested in a court of law and could be found unenforceable by PRC regulatory authorities, potentially causing the value of ADSs to significantly decline or become worthless. The PRC government's significant authority in regulating operations and its oversight over overseas offerings could significantly limit or completely hinder the company's ability to offer securities to investors. The company is subject to complex and evolving PRC laws and regulations, including data security and anti-monopoly regulations, which could increase compliance costs and subject the company to heightened risks. The Holding Foreign Companies Accountable Act poses a risk that if the PCAOB is unable to inspect the company's auditor in the future, trading in the company's securities on U.S. markets could be prohibited. The company's business generates and processes a large amount of data, and it is required to comply with PRC and international laws relating to data privacy and cyber security, with the improper use or disclosure of data potentially having a material adverse effect on the business.

Management's message emphasizes the company's position as an online service provider in China operating a KOL-driven online fashion and lifestyle platform Mogujie, with KOLs contributing most of the content on the platform in live-streaming format. The strategic priorities emphasized include actively pursuing higher operational efficiency and better user experience by continuously providing users, especially female users, with more products based on their fashion and beauty consumption needs, and adjusting the product offering to enrich the product portfolio with healthcare products, grocery, household suppliers, and foods. The company also emphasizes providing customized online branding solutions to businesses as a key part of its strategy.