Group 1 - The core point of the article is that MOGU Inc. (MOGU.US) has seen a significant stock price increase, rising over 84% on Thursday and continuing to rise by more than 4.3% in pre-market trading, reaching $4.81 [1] - The company's board has approved a strategic asset allocation plan to invest up to $20 million in digital currencies, focusing on Bitcoin, Ethereum, and Solana, as well as related securities and investment products [1] - The board believes that integrating digital assets into the company's core assets will diversify its capital reserves and enhance its operational capabilities to support next-generation artificial intelligence products and services [1]

| 代码 | 名称 | 最新价 | 涨跌幅√ | 涨跌额 | 成交额 | | --- | --- | --- | --- | --- | --- | | MOGU | 磨姑街 | 4.610 | 84.40% | +2.110 | 4.45亿 | | MSC | 新濠影汇 | 4.740 | 37.39% | +1.290 | 395.94万 | | GSIW | 一盈证券 | 0.1390 | 36.27% | +0.0370 | 404.12万 | | MGIH | 禧图集团 | 2.190 | 25.14% | +0.440 | 2762.05万 | | SXTC | 苏轩堂 | 1.720 | 22.86% | +0.320 | 65.99万 | 中概股收盘涨幅前五的个股为：蘑菇街涨84.4%，新濠影汇涨37.39%，一盈证券涨36.27%，禧图集团涨 25.14%，苏轩堂涨22.86%。(格隆汇) ...

Shares of Nasdaq-listed fashion company Mogu soared on Thursday after the company announced it was buying digital coins Bitcoin, Ethereum, and Solana with its spare cash. https://t.co/pinwqx3dmJ ...

此外，蘑菇街涨124%，EDHL涨28%，环球墨非涨25%，天成科技涨20%，新蛋涨12.5%，物农网涨 9.7%。 热门中概股里，世纪互联涨16.4%，再鼎医药反弹11.6%，万国数据涨7.8%，阿里巴巴涨4.7%，蔚来涨 4.2%。 格隆汇9月11日｜纳斯达克金龙中国指数日内涨幅扩大至2%。 ...

该公司最新发布的最新声明显示，董事会认为，通过将数字资产纳入其核心资产，公司不仅可以多元化 金库持有规模，还可多元化对下一代AI产品与服务所必需的运营能力。 智通财经APP获悉，周四美股盘前，蘑菇街(MOGU.US)股价在美股盘前一度暴涨超80%，此前该公司宣 布将高达2000万美元的企业资产战略性分配给数字货币领域，主要是比特币、以太坊以及Solana。截至 发稿，该公司美股盘前股价上涨超24%至3.11美元。 该公司董事会授权董事长陈琪决定数字货币购买的时间和金额。 ...

Core Viewpoint - Mogu Inc. (蘑菇街) experienced a significant stock price increase of 11.89%, reaching $2.484 per share, with a total market capitalization of approximately $20.33 million as of August 25 [1] Financial Performance - As of March 31, 2025, Mogu reported total revenue of 141 million RMB, reflecting a year-over-year decrease of 11.92% [1] - The company recorded a net loss attributable to shareholders of 62.557 million RMB, which is a 5.52% decrease compared to the previous year [1] Company Overview - Mogu is positioned as a fashion destination, offering diverse fashion content and a wide range of fashion products, allowing users to enjoy a high-quality shopping experience while discovering and sharing fashion trends [1] - The company was officially launched in 2011 and strategically merged with Meilishuo in January 2016, under which it operates several products and services, including Mogu Street, Meilishuo, and uni [1]

Core Viewpoint - Mogu Inc. (蘑菇街) experienced a significant stock price increase of 13.99% on August 1, reaching $2.531 per share, with a total market capitalization of $20.6842 million [1] Financial Performance - As of March 31, 2025, Mogu reported total revenue of 141 million RMB, reflecting a year-over-year decrease of 11.92% [1] - The company recorded a net loss attributable to shareholders of 62.557 million RMB, which is a 5.52% decrease compared to the previous year [1] Corporate Actions - On July 31, Mogu announced a cumulative share repurchase amounting to 822,000 RMB for the fourth quarter of 2024 [1] Company Overview - Mogu is positioned as a fashion destination, offering diverse fashion content and a wide range of fashion products, allowing users to enjoy a high-quality shopping experience while discovering and sharing fashion trends [1] - The company was officially launched in 2011 and strategically merged with Meilishuo in January 2016, under which it operates various products and services including Mogu Street, Meilishuo, and uni [1]

Market Capitalization Overview - New Oriental has a market capitalization of 15.747 billion [2] - TAL Education (好未来) has a market capitalization of 11.040 billion [2] - Vipshop (唯品会) has a market capitalization of 9.610 billion [2] - Miniso (名创优品) has a market capitalization of 5.940 billion [2] - Zai Lab (再鼎医药) has a market capitalization of 4.200 billion [2] - Huya (虎牙) has a market capitalization of 7.500 billion [2] Stock Performance - New Oriental's stock increased by 0.36 (+8.09%) [2] - TAL Education's stock decreased by 0.27 (-0.60%) [2] - Vipshop's stock increased by 0.56 (+2.49%) [2] - Miniso's stock increased by 0.01 (+0.07%) [2] - Zai Lab's stock decreased by 0.81 (-4.06%) [2] - Huya's stock increased by 0.03 (+0.75%) [2] Additional Company Insights - Financial One Account (金融壹账通) has a market capitalization of 2.91 million [3] - Xunlei (迅雷) has a market capitalization of 4.48 million [3] - Huami Technology (华米科技) has a market capitalization of 1.64 million [3] - Tuniu (途牛) has a market capitalization of 1.21 million [3] - Aiqiyi (爱奇艺) has a market capitalization of 24.11 billion [2]

Part I [Key Information](index=8&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details MOGU Inc.'s KOL-driven fashion platform, complex VIE structure, and associated business and operational risks [Company Overview and Corporate Structure](index=8&type=section&id=Company%20Overview%20and%20Corporate%20Structure) MOGU Inc., a Cayman Islands holding company, operates its KOL-driven platform in China via a VIE structure, consolidating financials despite legal and regulatory risks - MOGU Inc. is a Cayman Islands holding company, not a Chinese operating company, that controls its PRC operations through a VIE structure to comply with foreign investment restrictions[31](index=31&type=chunk) - The company relies on contractual arrangements (e.g., voting proxy, equity pledge, exclusive service agreements) to control the VIEs, which allows for financial consolidation under U.S. GAAP but carries significant risks as these arrangements have not been tested in court[31](index=31&type=chunk)[34](index=34&type=chunk)[36](index=36&type=chunk) - The company has been identified by the SEC as a "Commission-Identified Issuer" under the HFCAA in the past but was not identified for the fiscal year 2024 filing and does not expect to be for fiscal 2025, as the PCAOB was able to inspect its auditor in 2022. However, future inspection capabilities remain uncertain[56](index=56&type=chunk)[57](index=57&type=chunk) VIE Revenue Contribution | Fiscal Year | Revenue Contribution from VIEs (%) | | :--- | :--- | | 2023 | 26.3% | | 2024 | 25.3% | | 2025 | 35.1% | Condensed Consolidated Statement of Operations (FY 2025) | (RMB in thousands) | MOGU Inc. | Other subsidiaries | Primary Beneficiaries of VIEs | VIEs | Consolidated Totals | | :--- | :--- | :--- | :--- | :--- | :--- | | **Third-party revenues** | — | 1,965 | 89,753 | 49,515 | **141,233** | | **Third-party costs and expenses** | (3,183) | (6,359) | (136,652) | (101,272) | **(247,466)** | | **(Loss)/gain before income tax** | (62,557) | (54,201) | (54,256) | 62,856 | **(59,734)** | | **Net (loss)/gain** | (62,557) | (54,268) | (54,256) | 62,084 | **(60,573)** | Condensed Consolidated Balance Sheet (As of March 31, 2025) | (RMB in thousands) | MOGU Inc. | Other subsidiaries | Primary Beneficiaries of VIEs | VIEs | Consolidated Totals | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total assets** | 1,112,046 | 609,497 | 1,542,178 | 717,530 | **858,227** | | **Total liabilities** | 603,091 | 1,107,606 | 1,084,839 | 1,699,220 | **321,227** | | **Total shareholders' equity/(deficit)** | 508,955 | (498,109) | 457,339 | (981,690) | **537,000** | [Risk Factors](index=36&type=section&id=Risk%20Factors) The company faces significant business, corporate structure, China-related, and ADS risks, including regulatory uncertainty and potential delisting - **Business & Industry Risks:** The company has a limited history with its current KOL-driven, Live Video Broadcast (LVB)-focused model and has experienced declining revenues. A substantial portion of GMV is generated by a few top KOLs, creating concentration risk[90](index=90&type=chunk)[101](index=101&type=chunk)[117](index=117&type=chunk) - **Corporate Structure Risks:** The VIE structure is subject to PRC government scrutiny and may be deemed non-compliant with regulations, which could lead to severe penalties, including relinquishing control over operations, potentially rendering ADSs worthless[92](index=92&type=chunk)[94](index=94&type=chunk)[220](index=220&type=chunk) - **China-Related Risks:** The PRC government has significant influence over operations and may tighten regulations on overseas listings, data security, and anti-monopoly, which could hinder future offerings and impact business. The risk of delisting under the HFCAA remains if the PCAOB is unable to inspect the auditor for two consecutive years in the future[93](index=93&type=chunk)[237](index=237&type=chunk)[281](index=281&type=chunk) - **ADS Risks:** The dual-class voting structure gives co-founder Mr. Qi Chen **83.4%** of the aggregate voting power, limiting other shareholders' influence. The trading price is volatile, and the company has previously received a non-compliance notice from the NYSE for its stock price falling below **$1.00**[295](index=295&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk) - The company has identified three material weaknesses in its internal controls over financial reporting as of March 31, 2025, related to insufficient U.S. GAAP expertise, inadequate reconciliation between accounting and operational systems, and a lack of periodic review of high-risk activities in the accounting system[205](index=205&type=chunk)[207](index=207&type=chunk)[208](index=208&type=chunk) [Information on the Company](index=121&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section provides a comprehensive overview of MOGU's business, history, organizational structure, monetization strategies, technology, and regulatory landscape [History and Development of the Company](index=121&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) MOGU Inc. launched Mogujie in 2011, established a VIE structure, acquired Meilishuo, listed on NYSE in 2018, and expanded with Ruisha Technology and new office buildings - Launched the Mogujie online fashion platform in February **2011**[334](index=334&type=chunk) - Commenced trading on the New York Stock Exchange under the symbol "MOGU" on December 6, **2018**[337](index=337&type=chunk) - Acquired Ruisha Technology on July 26, **2021**, to expand merchant service capabilities[339](index=339&type=chunk) - Changed the ADS ratio from 1 ADS representing 25 Class A shares to 1 ADS representing 300 Class A shares, effective March 28, **2022**[339](index=339&type=chunk) [Business Overview](index=123&type=section&id=B.%20Business%20Overview) MOGU operates a KOL-driven online fashion platform in China, focusing on live-streaming, leveraging AI for personalization, and monetizing through commissions, marketing, and financial services - The business model is centered around Key Opinion Leaders (KOLs) who create engaging content, primarily through live video broadcasts (LVB), to drive user purchases[342](index=342&type=chunk)[343](index=343&type=chunk) - The number of established LVB hosts has been declining, from **165** as of March 31, 2023, to **108** as of March 31, 2025[353](index=353&type=chunk) - Monetization streams include commissions from merchants (typically **5-10%**), marketing services, technology services for online operations, and financial services for users and merchants[375](index=375&type=chunk)[376](index=376&type=chunk)[377](index=377&type=chunk)[378](index=378&type=chunk)[379](index=379&type=chunk) - The company utilizes Artificial Intelligence and Big Data analytics to personalize user experience, recommend products, and manage credit risk for its financial services[382](index=382&type=chunk)[383](index=383&type=chunk) GMV from Live Video Broadcasts | Fiscal Year Ended March 31, | GMV from LVB (RMB billion) | | :--- | :--- | | 2023 | 5.9 | | 2024 | 5.1 | | 2025 | 3.5 | [Organizational Structure](index=161&type=section&id=C.%20Organizational%20Structure) MOGU Inc., a Cayman Islands holding company, controls its PRC VIEs through contractual agreements, enabling financial consolidation despite lacking direct equity ownership - The organizational structure is designed to comply with PRC laws restricting foreign investment in value-added telecommunication services, using contractual arrangements to control the VIEs[491](index=491&type=chunk) - Key contractual agreements that provide control include Shareholder Voting Proxy Agreements, Equity Interest Pledge Agreements, Loan Agreements, Exclusive Consultation and Service Agreements, and Exclusive Option Agreements[492](index=492&type=chunk)[495](index=495&type=chunk)[498](index=498&type=chunk)[500](index=500&type=chunk)[503](index=503&type=chunk) - The company's PRC legal counsel opines that the ownership structure and contractual arrangements are valid and enforceable under current PRC law, but acknowledges substantial uncertainties regarding future interpretation and application of these laws[506](index=506&type=chunk)[507](index=507&type=chunk) [Property, Plant and Equipment](index=169&type=section&id=D.%20Property,%20Plant%20and%20Equipment) MOGU purchased two office buildings in Hangzhou in 2020 and 2024, but has not yet obtained property ownership certificates, posing a risk to legal rights - Purchased an office building in Hangzhou in August **2020** for **RMB 209.0 million** and began operations there in October **2023**[508](index=508&type=chunk) - Purchased a second office building in Hangzhou in January **2024** for **RMB 77.7 million**[509](index=509&type=chunk) - As of the date of the report, the company has not yet obtained the property ownership certificates for these buildings, posing a risk to its legal rights to the properties[510](index=510&type=chunk) [Operating and Financial Review and Prospects](index=169&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes MOGU's declining financial performance, including revenue and net loss, liquidity challenges, and critical accounting policies [Operating Results](index=169&type=section&id=A.%20Operating%20Results) MOGU's FY2025 operating results show declining revenues and key operational metrics, with a net loss of RMB 60.6 million - In FY2025, total revenues decreased **11.9%** YoY, mainly due to a **31.9%** decrease in commission revenues from lower GMV. This was partially offset by a **53.9%** increase in technology service revenues[542](index=542&type=chunk)[544](index=544&type=chunk) - The company recorded an impairment charge on long-lived assets of **RMB 18.0 million** in FY2025, an increase from **RMB 9.9 million** in FY2024, attributed to fluctuations in the real estate market[526](index=526&type=chunk)[552](index=552&type=chunk) Key Operational Metrics | Metric | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | **Total GMV (RMB billion)** | 6.1 | 5.2 | 3.6 | | **GMV from LVB (RMB billion)** | 5.9 | 5.1 | 3.5 | | **Active Buyers through LVB (million)** | 1.6 | 1.3 | 0.9 | | **Established LVB Hosts** | 165 | 129 | 108 | Consolidated Results of Operations (FY2023-FY2025) | (RMB in thousands) | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | **Total revenues** | 232,076 | 160,344 | 141,233 | | Commission revenues | 147,514 | 109,742 | 74,697 | | Technology service revenues | 58,867 | 33,288 | 51,236 | | **Loss from operations** | (187,448) | (79,172) | (101,140) | | **Net loss** | (186,406) | (66,959) | (60,573) | | **Net loss attributable to MOGU Inc.** | (177,984) | (59,285) | (62,557) | [Liquidity and Capital Resources](index=181&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) MOGU's liquidity significantly weakened in FY2025, with cash and cash equivalents declining to RMB 82.0 million due to operating and investing cash outflows - Capital expenditures decreased significantly to **RMB 15.1 million** in FY2025 from **RMB 94.4 million** in FY2024[575](index=575&type=chunk) - As a holding company, MOGU Inc. relies on dividends from its PRC subsidiaries, which are subject to PRC regulations on profit distribution and statutory reserve requirements. Total restricted net assets of PRC subsidiaries amounted to **RMB 466.2 million** as of March 31, 2025[578](index=578&type=chunk) Cash and Cash Equivalents | As of March 31, | Cash and Cash Equivalents (RMB million) | | :--- | :--- | | 2023 | 416.2 | | 2024 | 358.8 | | 2025 | 82.0 | Summary Consolidated Cash Flow Data (FY 2025) | (RMB in thousands) | Amount | | :--- | :--- | | Net cash used in operating activities | (67,916) | | Net cash used in investing activities | (207,930) | | Net cash used in financing activities | (822) | | **Net decrease in cash** | **(276,766)** | [Critical Accounting Policies and Estimates](index=186&type=section&id=E.%20Critical%20Accounting%20Policies%20and%20Estimates) This section outlines critical accounting policies, including business combinations, goodwill, long-lived asset impairment, revenue recognition, investments, and expected credit losses - The company accounts for business combinations using the acquisition method, requiring significant judgment in allocating fair values to identifiable assets and liabilities[581](index=581&type=chunk)[583](index=583&type=chunk) - Goodwill is tested for impairment annually. A full impairment charge of **RMB 63.5 million** was taken in FY2023, reducing the goodwill balance to zero[589](index=589&type=chunk) - Long-lived assets are reviewed for impairment upon triggering events. Impairment charges of **RMB 21.2 million**, **RMB 9.9 million**, and **RMB 18.0 million** were recorded in FY2023, FY2024, and FY2025, respectively[592](index=592&type=chunk)[593](index=593&type=chunk)[594](index=594&type=chunk) - Revenue is recognized under ASC Topic 606. Commission revenues are recognized on a net basis upon user acceptance of merchandise. Technology services revenue is recognized as services are rendered or upon completion of transactions[596](index=596&type=chunk)[598](index=598&type=chunk)[604](index=604&type=chunk) - The company adopted ASC Topic 326 for expected credit losses on April 1, **2023**, using a modified retrospective approach[616](index=616&type=chunk) [Directors, Senior Management and Employees](index=196&type=section&id=ITEM%206.%20DIRECTORS,%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details MOGU's leadership, compensation, and workforce, including the dual-class share structure concentrating voting power with the co-founder - Mr. Qi Chen, co-founder, serves as Chairman of the Board. Mr. Yiming Fan is the Chief Executive Officer[621](index=621&type=chunk)[622](index=622&type=chunk) - Total cash compensation for executive officers and directors for the fiscal year ended March 31, 2025, was **RMB 7.5 million** (**US$1.0 million**)[627](index=627&type=chunk) - The company has a dual-class share structure. As of May 31, 2025, Chairman Qi Chen beneficially owned all Class B ordinary shares, granting him **83.4%** of the aggregate voting power[658](index=658&type=chunk)[661](index=661&type=chunk) - The total number of employees was **347** as of March 31, 2025, a slight increase from **308** in the previous year but down from **407** in 2023[654](index=654&type=chunk) - The board has three committees: Audit, Compensation, and Nominating and Corporate Governance. The company follows home country (Cayman Islands) practices, resulting in deviations from certain NYSE corporate governance standards, such as not having a majority of independent directors[313](index=313&type=chunk)[645](index=645&type=chunk) [Major Shareholders and Related Party Transactions](index=208&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section outlines MOGU's major shareholders and key related party transactions, primarily focusing on VIE contractual arrangements and dealings with Tencent - The most significant related party transactions are the contractual arrangements with the VIEs, which are fundamental to the company's operational structure in China[664](index=664&type=chunk) - A shareholders' agreement provides Tencent with a veto right on any proposed transfer or issuance of MOGU's securities to Tencent's competitors, as long as Tencent maintains at least **50%** of its current shareholding[666](index=666&type=chunk) - As of March 31, 2025, the company had amounts due to Tencent of **RMB 3.5 million** (**US$0.5 million**) for technology services and payment processing fees[675](index=675&type=chunk) [Financial Information](index=210&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section confirms the inclusion of consolidated financial statements, absence of material legal proceedings, and the company's policy of retaining earnings for growth - The company's consolidated financial statements are appended to the annual report[677](index=677&type=chunk) - MOGU has no current plans to pay cash dividends and intends to retain future earnings to fund business growth and operations[680](index=680&type=chunk) - The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its business[678](index=678&type=chunk) [The Offer and Listing](index=211&type=section&id=ITEM%209.%20THE%20OFFER%20AND%20LISTING) This section details MOGU's ADSs listing on the NYSE under "MOGU" since 2018, including the ADS to Class A share ratio change - MOGU's ADSs trade on the New York Stock Exchange under the ticker symbol "MOGU"[683](index=683&type=chunk) - The ADS to Class A ordinary share ratio was changed from **1:25** to **1:300** on March 28, **2022**, to address NYSE compliance criteria regarding the minimum trading price[683](index=683&type=chunk) [Additional Information](index=213&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details MOGU's corporate governance, including dual-class shares, and tax implications for investors in the Cayman Islands, PRC, and U.S. - The company has a dual-class share structure: Class A ordinary shares have one vote per share, while Class B ordinary shares have **30** votes per share. Class B shares automatically convert to Class A upon transfer to non-affiliated parties[690](index=690&type=chunk)[691](index=691&type=chunk)[693](index=693&type=chunk) - As a Cayman Islands exempted company, MOGU is not obligated to hold annual general meetings and follows home country practices that differ from NYSE standards[695](index=695&type=chunk)[712](index=712&type=chunk) - There is no corporate, income, or capital gains tax in the Cayman Islands. However, if MOGU is deemed a PRC resident enterprise, it could be subject to a **25%** tax on its global income, and dividends paid to foreign shareholders could be subject to a **10%** withholding tax[757](index=757&type=chunk)[759](index=759&type=chunk)[761](index=761&type=chunk) - For U.S. Holders, there is a risk that the company could be classified as a Passive Foreign Investment Company (PFIC), which would result in adverse U.S. federal income tax consequences. The determination is made annually and depends on the composition of the company's income and assets[769](index=769&type=chunk)[771](index=771&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=239&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section details MOGU's market risks, primarily foreign exchange and interest rate fluctuations, and notes the company does not use derivative instruments for hedging - The company's primary market risk is foreign exchange risk, as its business is denominated in RMB while its ADSs are traded in USD[796](index=796&type=chunk)[797](index=797&type=chunk) - As of March 31, 2025, a hypothetical **10%** depreciation of the RMB against the USD would result in a **US$0.7 million** decrease in the value of its RMB-denominated cash and cash equivalents[800](index=800&type=chunk) - Interest rate risk exists from interest income generated by cash and short-term investments. The company has not used any derivative financial instruments to manage its interest rate or foreign exchange risk exposure[801](index=801&type=chunk) [Description of Securities Other than Equity Securities](index=241&type=section&id=ITEM%2012.%20DESCRIPTION%20OF%20SECURITIES%20OTHER%20THAN%20EQUITY%20SECURITIES) This section details the fees and expenses associated with MOGU's American Depositary Shares (ADSs), administered by The Bank of New York Mellon - The Bank of New York Mellon acts as the depositary for the ADSs[807](index=807&type=chunk) - For the fiscal year ended March 31, 2025, the company did not receive any reimbursement from the depositary for ADS program expenses[812](index=812&type=chunk) ADS Holder Fees | Fee Type | Amount | | :--- | :--- | | Issuance or Cancellation | US$5.00 (or less) per 100 ADSs | | Cash Distribution | US$0.05 (or less) per ADS | | Depositary Services (annual) | US$0.05 (or less) per ADS | Part II [Controls and Procedures](index=244&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded MOGU's disclosure controls were ineffective as of March 31, 2025, due to three material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were ineffective as of March 31, **2025**[820](index=820&type=chunk) - Three material weaknesses in internal control over financial reporting were identified: 1) Lack of sufficient financial reporting and accounting personnel with U.S. GAAP/SEC knowledge; 2) Insufficiently designed controls on reconciliations between accounting and operation systems; 3) Lack of periodic review of high-risk activities in the accounting system[822](index=822&type=chunk)[823](index=823&type=chunk)[829](index=829&type=chunk) - Remediation efforts, including hiring qualified staff and enhancing control design, are in progress but were not fully implemented as of the report date[824](index=824&type=chunk)[825](index=825&type=chunk)[827](index=827&type=chunk) - As the company's public float was not over **US$75 million** on the determination date, it is exempt from the auditor attestation requirement on internal control over financial reporting for this annual report[828](index=828&type=chunk) [Corporate Governance and Other Matters](index=248&type=section&id=ITEM%2016.%20CORPORATE%20GOVERNANCE%20AND%20OTHER%20MATTERS) This section covers MOGU's corporate governance, including audit committee expertise, accountant fees, share repurchases, home country practices, and cybersecurity risk management - The board has identified two independent directors, Mr. Andrew Hong Teoh and Mr. Shengwen Rong, as audit committee financial experts[832](index=832&type=chunk) - In May **2024**, the board authorized a new share repurchase program for up to **US$8 million** of ADSs or ordinary shares, valid until May 12, **2025**. In FY2025, the company repurchased **15,323,400** Class A ordinary shares[841](index=841&type=chunk)[843](index=843&type=chunk) - The company follows home country (Cayman Islands) corporate governance practices, exempting it from certain NYSE requirements, including having a majority of independent directors and a minimum of three members on the audit committee[845](index=845&type=chunk) - The company has implemented a cybersecurity risk management program overseen by the board of directors and has not experienced any material cybersecurity incidents to date[849](index=849&type=chunk)[851](index=851&type=chunk)[852](index=852&type=chunk) Principal Accountant Fees (PricewaterhouseCoopers Zhong Tian LLP) | (in thousands) | FY 2024 | FY 2025 | | :--- | :--- | :--- | | Audit fees | RMB 3,900 | RMB 4,500 | | Tax fees | RMB — | RMB — | | Other fees | RMB — | RMB — | Part III [Financial Statements](index=252&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents MOGU Inc.'s audited consolidated financial statements for FY2023-2025, prepared under U.S. GAAP, including the auditor's report and detailed notes [Report of Independent Registered Public Accounting Firm](index=256&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) PricewaterhouseCoopers Zhong Tian LLP issued an unqualified opinion on MOGU's consolidated financial statements, highlighting debt securities valuation as a critical audit matter - The auditor, PricewaterhouseCoopers Zhong Tian LLP, issued an unqualified opinion on the consolidated financial statements[864](index=864&type=chunk) - A critical audit matter was identified concerning the valuation of available-for-sale debt securities, which required significant management judgment and a high degree of auditor subjectivity[869](index=869&type=chunk)[870](index=870&type=chunk)[871](index=871&type=chunk) - The company changed its accounting principle for current expected credit losses on certain financial instruments in fiscal year **2024**[865](index=865&type=chunk) [Consolidated Financial Statements](index=258&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for FY2023-2025 detail MOGU's financial position and performance, including assets, liabilities, revenues, and net loss - The company recorded a full impairment charge of **RMB 63.5 million** against goodwill in FY2023, resulting in a zero balance for goodwill as of March 31, 2025[1063](index=1063&type=chunk) - The company repurchased **15.3 million** Class A Ordinary Shares for a total consideration of **US$0.1 million** in FY2025 under its share repurchase program[1099](index=1099&type=chunk) Consolidated Balance Sheet Summary | (RMB in thousands) | As of March 31, 2024 | As of March 31, 2025 | | :--- | :--- | :--- | | **Total current assets** | 507,815 | 485,561 | | **Total non-current assets** | 430,547 | 372,666 | | **Total assets** | **938,362** | **858,227** | | **Total current liabilities** | 321,836 | 320,875 | | **Total liabilities** | **323,908** | **321,227** | | **Total shareholders' equity** | **614,454** | **537,000** | Consolidated Statement of Operations Summary | (RMB in thousands) | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | **Total revenues** | 232,076 | 160,344 | 141,233 | | **Loss from operations** | (187,448) | (79,172) | (101,140) | | **Net loss** | (186,406) | (66,959) | (60,573) | | **Net loss per ADS (Basic)** | (20.90) | (6.85) | (7.14) |

Market Capitalization Summary - New Oriental has a market capitalization of 15.98 billion [2] - MIN (Ming Chao) has a market capitalization of 10.21 billion [2] - TAL has a market capitalization of 9.38 billion [2] - The market capitalization of various companies includes: - 7.77 billion for Grape Fang [2] - 6.21 billion for Yi Pin Hui [2] - 4.28 billion for Zai [2] - 3.83 billion for Huya [2] Stock Performance - New Oriental's stock increased by 0.28 (+1.45%) [2] - MIN's stock decreased by 0.20 (-4.25%) [2] - TAL's stock decreased by 0.15 (-0.69%) [2] - Grape Fang's stock decreased by 2.39 (-5.11%) [2] - Yi Pin Hui's stock increased by 0.38 (+1.94%) [2] - Zai's stock decreased by 0.10 (-0.93%) [2] Additional Company Insights - The market capitalization of various companies shows a diverse range, with some experiencing significant fluctuations in stock prices [2] - Companies like Huami and Cheetah Mobile have market capitalizations of 1.76 billion and 1.73 billion respectively, with varying stock performance [4] - The overall market trends indicate a mix of gains and losses across different sectors, reflecting the volatility in the market [4]