SCHEDULE: Joy Capital Entities Boost Stake in Uxin Ltd to 31.8%

Joy Capital III, L.P. and Brightest Sky Limited have increased their beneficial ownership in Uxin Ltd through recent share acquisitions.

Summary

• Joy Capital III, L.P. acquired 704,761,800 Class A Ordinary Shares of Uxin Ltd from Abundant Grace Investment Limited for a total consideration of US$5,285,714, at a price of US$0.0075 per share.
• BRIGHTEST SKY LIMITED acquired 440,476,200 Class A Ordinary Shares of Uxin Ltd from Abundant Grace Investment Limited for a total consideration of US$3,303,572, also at a price of US$0.0075 per share.
• Following these acquisitions, Joy Capital III, L.P.'s beneficial ownership, including shares held by Astral, increased to 18,201,674,110 Class A Ordinary Shares, representing 29.4% of the class.
• BRIGHTEST SKY LIMITED's beneficial ownership stands at 1,469,706,336 Class A Ordinary Shares, representing 2.4% of the class.
• Joy Capital GP, Ltd., as the ultimate controlling entity for certain funds, now beneficially owns 19,671,380,446 Class A Ordinary Shares, equating to 31.8% of Uxin Ltd's Class A Ordinary Shares outstanding.
• The calculation of beneficial ownership is based on a total of 61,809,961,258 Class A Ordinary Shares outstanding, as disclosed by Uxin Ltd on its Form F-3/A filed on July 28, 2025.

Sentiment

Score: 6

Explanation: The increased stake by a significant institutional investor group (Joy Capital entities) is generally a positive signal, indicating continued confidence in Uxin Ltd. However, the very low share price and the nature of the filing (ownership change, not operational results) temper the overall sentiment. The lock-up period also suggests a commitment from the buyers.

Positives

• Significant increase in beneficial ownership by key institutional investors (Joy Capital entities) demonstrates continued confidence in Uxin Ltd.
• The acquisitions were made at a consistent price of US$0.0075 per share, indicating a clear valuation point for these transactions.

Risks

• The acquired Class A Ordinary Shares are restricted securities as defined under Rule 144, which may limit their liquidity and transferability.
• Buyers acknowledge that the seller may possess material non-public information about Uxin Ltd or its shares that has not been disclosed, and buyers waive claims related to such non-disclosure, which could imply an information asymmetry risk.

Future Outlook

The buyers, Joy Capital III, L.P. and BRIGHTEST SKY LIMITED, have committed to a six-month lock-up period following the closing date, during which they will not dispose of their newly acquired shares. This indicates a short-term commitment to their investment in Uxin Ltd.

Industry Context

The filing reflects continued investment activity in Uxin Ltd, a company operating in the used car e-commerce sector in China. The increased stake by institutional investors like Joy Capital could signal a belief in the company's long-term strategy or a potential turnaround, despite the challenging market conditions often faced by e-commerce platforms in competitive sectors.

Comparison to Industry Standards

• The share price of US$0.0075 is extremely low, suggesting Uxin Ltd is a micro-cap or potentially distressed asset. This valuation is significantly below typical per-share prices for established companies in the broader automotive or e-commerce industries, such as Carvana or AutoHome, which trade at much higher nominal values.
• The substantial percentage ownership (over 30% by the Joy Capital group) is common for venture capital or private equity investments in early-stage or restructuring companies, but less common for widely held public companies unless they are undergoing a significant strategic shift or privatization effort. For comparison, major institutional investors in more mature, larger-cap companies typically hold smaller, albeit still significant, percentage stakes.

Related Party Transactions

• The share acquisitions were made by Joy Capital III, L.P. and BRIGHTEST SKY LIMITED from Abundant Grace Investment Limited. While the filing does not explicitly state Abundant Grace Investment Limited as a 'related party' to Joy Capital, the continuous amendments to the 13D filing by the Joy Capital group suggest a coordinated investment strategy, and the transaction is between specific entities rather than open market purchases.

Stakeholder Impact

• Shareholders: The increased stake by institutional investors could be viewed positively, potentially signaling long-term commitment and stability. However, the very low share price might concern existing shareholders.
• Creditors: No direct impact mentioned, but increased institutional backing could indirectly improve confidence in the company's financial stability.
• Management: The continued support from major investors may provide management with greater stability and resources for strategic initiatives.

Next Steps

• Joy Capital III, L.P. and BRIGHTEST SKY LIMITED are subject to a six-month lock-up period, restricting the sale or transfer of their newly acquired shares following the closing date.
• Uxin Ltd will update its register of members to reflect the share transfers.

Key Dates

Recommendation

The filing indicates a significant increase in beneficial ownership by a major institutional investor group, Joy Capital, which can be interpreted as a vote of confidence in Uxin Ltd. This suggests that these sophisticated investors see value at the current share price of US$0.0075. However, without additional information on Uxin Ltd's operational performance, financial health, or strategic direction, a 'buy' recommendation is premature, especially given the extremely low nominal share price which often indicates a high-risk, speculative investment. The six-month lock-up period for the newly acquired shares also suggests a medium-term view from the buyers. Therefore, a 'hold' recommendation is appropriate for existing investors, while new investors should conduct further due diligence before initiating a position.

Keywords

Uxin Ltd, Joy Capital, Share Acquisition, Schedule 13D/A, Beneficial Ownership, Class A Ordinary Shares, Institutional Investment, Restricted Securities, China Auto Market