SCHEDULE 13D/A: Joy Capital Group Increases Stake in Uxin Limited to 32.9% Through Strategic Share Acquisition

Joy Capital and its affiliated entities, including Brightest Sky Limited, have increased their beneficial ownership in Uxin Limited to 32.9% of Class A ordinary shares through the acquisition of an additional 1.03 billion shares for $5 million.

Summary

• Joy Capital and its affiliated entities (the "Reporting Persons") have filed an Amendment No. 10 to their Schedule 13D, updating their beneficial ownership in Uxin Limited.
• The Reporting Persons' aggregate beneficial ownership of Uxin Limited's Class A Ordinary Shares has increased to 18,526,142,446 shares, representing 32.9% of the outstanding Class A Ordinary Shares.
• This calculation is based on a total of 56,343,198,438 Class A Ordinary Shares outstanding, as disclosed by Uxin Limited on its Form F-3/A filed on August 6, 2024.
• The increase is primarily due to Brightest Sky Limited, a vehicle established by Joy Capital IV, acquiring 1,029,230,136 Class A Ordinary Shares from Abundant Grace Investment Limited.
• The acquisition took place on January 14, 2025, for a total consideration of US$5,000,000, at a price of US$0.004858 per share.
• The funds for this acquisition were sourced from the investment capital contributed to Brightest Sky Limited by Joy Capital IV.
• Astral Success Limited, another reporting person, holds 17,496,912,310 Class A Ordinary Shares, representing 31.1% of the class.
• Brightest Sky Limited's direct holding of 1,029,230,136 Class A Ordinary Shares represents 1.8% of the class.
• The Share Purchase Agreement was entered into on January 11, 2025.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. While it's a routine filing, the increased stake by a major investor group and a six-month lock-up period for the acquired shares can be interpreted as a sign of continued confidence in the issuer, Uxin Limited. The transaction price also provides a recent valuation point.

Positives

• Increased stake by a significant investor group (Joy Capital) may signal confidence in Uxin Limited's long-term prospects.
• The acquisition price of $0.004858 per share provides a recent valuation point for a substantial block of shares.
• The buyer (Brightest Sky Limited) has committed to a six-month lock-up period, indicating a mid-term investment horizon for the newly acquired shares.

Risks

• The acquired shares are "restricted securities" as defined under Rule 144, meaning their resale is subject to specific limitations under U.S. securities laws.
• The Buyer acknowledged that the Seller might possess "material non-public information" about Uxin Limited or its shares, and the Buyer waived claims related to the non-disclosure of such information, which could imply an information asymmetry risk for the buyer.

Future Outlook

Brightest Sky Limited, the acquiring entity, has committed to a six-month lock-up period following the closing date, during which it will not sell, gift, transfer, or otherwise dispose of the newly acquired Class A Ordinary Shares. This indicates a short-to-medium term holding intention for these specific shares.

Industry Context

This filing is a beneficial ownership update for Uxin Limited, a company operating in the used car e-commerce sector, primarily in China. The document itself does not provide specific insights into broader industry trends or Uxin's competitive positioning within the industry, focusing solely on the change in shareholding structure.

Related Party Transactions

• Brightest Sky Limited, the buyer of the shares, is a vehicle established by Joy Capital IV, L.P., which is one of the reporting persons and a significant existing shareholder group of Uxin Limited.
• The transaction involves the acquisition of shares from Abundant Grace Investment Limited by an entity affiliated with a major existing shareholder group, consolidating a larger stake under the Joy Capital umbrella.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by a major investor group could be perceived as a vote of confidence, potentially stabilizing or positively influencing investor sentiment. The transaction price provides a recent valuation reference.
• Company (Uxin Limited): The consolidation of a larger stake by a key investor group may lead to more aligned long-term strategic interests and potentially stronger governance influence from this group.

Next Steps

• The Buyer (Brightest Sky Limited) is subject to a six-month lock-up period from the Closing Date, during which it cannot dispose of the newly acquired shares.
• The Seller (Abundant Grace Investment Limited) is responsible for fulfilling any applicable tax filings, disclosures, and payments related to the share transfer.

Key Dates

Keywords

Uxin Limited, Schedule 13D, Beneficial Ownership, Share Acquisition, Joy Capital, Astral Success Limited, BRIGHTEST SKY LIMITED, Class A Ordinary Shares, SEC Filing, Investment, Equity Stake, China, Used Car E-commerce