SCHEDULE 13D/A: Major Shareholder Abundant Grace Investment Amends Uxin Limited Ownership, Discloses Significant Share Transfers and Remaining Payment Obligation

Abundant Grace Investment Limited, a significant shareholder in Uxin Limited, has filed an Amendment No. 11 to its Schedule 13D, detailing recent large-scale transfers of Class A Ordinary Shares and an outstanding payment obligation from a 2022 subscription agreement.

Summary

• Abundant Grace Investment Limited (Abundant) and its affiliated reporting persons collectively hold a significant stake in Uxin Limited, with Nio Capital II LLC and Bin Li beneficially owning 29,163,672,293 Class A Ordinary Shares, representing 51.8% of the outstanding shares.
• Abundant Grace Investment Limited directly holds 27,516,904,075 Class A Ordinary Shares, representing 48.8% of the outstanding shares.
• Abundant Glory Investment L.P. (Glory) holds 1,646,768,218 Class A Ordinary Shares, representing 2.9% of the outstanding shares.
• The beneficial ownership calculation is based on a total of 56,343,198,438 Class A Ordinary Shares outstanding (excluding 19,218,592 Class A Ordinary Shares issued to the Issuer's depositary bank for ADSs), as disclosed by Uxin Limited on its Form F-3/A filed on August 6, 2024.
• Abundant has fulfilled US$90,600,000 of its payment obligations under a 2022 Subscription Agreement, with a remaining balance of US$9,400,000 due by June 30, 2025.
• On January 13, 2025, Abundant transferred 1,200,000,000 Class A Ordinary Shares for US$10,000,000 and 960,000,000 Class A Ordinary Shares for US$8,000,000 to two third-party buyers, both at a price of US$0.00833 per share.
• On January 14, 2025, Abundant transferred an additional 480,000,000 Class A Ordinary Shares for US$4,000,000 and 720,000,000 Class A Ordinary Shares for US$6,000,000 to two other third-party buyers, both also at US$0.00833 per share.
• Also on January 14, 2025, Abundant transferred 1,029,230,136 Class A Ordinary Shares to an affiliate of Joy Capital for US$5,000,000 and 1,029,230,136 Class A Ordinary Shares to Glory for US$5,000,000, both at a price of US$0.004858 per share.
• In total, Abundant transferred approximately 5.418 billion Class A Ordinary Shares for a total consideration of US$38,000,000 across these transactions.

Sentiment

Score: 5

Explanation: The document reports factual changes in beneficial ownership and specific share transfer transactions by a major shareholder. While a large divestment by a major shareholder could be seen as negative, the context is a Schedule 13D amendment, not a performance report. The fulfillment of most of a past payment obligation is positive, but the remaining obligation and the lower price for some transfers introduce minor concerns. Overall, it's a factual update without strong positive or negative implications for the company's operational performance.

Positives

• Abundant Grace Investment Limited has largely fulfilled its payment obligations under the 2022 Subscription Agreement, having paid US$90,600,000.
• The share transfers indicate active portfolio management by a major shareholder, potentially optimizing their investment strategy.

Negatives

• A major shareholder, Abundant Grace Investment Limited, has significantly reduced its direct holdings through multiple large-scale share transfers, which could be perceived negatively by the market.
• The per-share price for some transfers (US$0.004858) is notably lower than others (US$0.00833), indicating varying valuations or specific transaction contexts for different buyers.

Risks

• The Target Shares are restricted securities as defined under Rule 144, which limits their liquidity and transferability without registration under the U.S. Securities Act or an applicable exemption.
• Buyers acknowledge that the Seller (Abundant Grace Investment Limited) may possess material non-public information about Uxin Limited that has not been disclosed, and buyers waive any claims related to such non-disclosure, creating an information asymmetry risk for the buyers.
• The ongoing payment obligation of US$9,400,000 by Abundant Grace Investment Limited to Uxin Limited by June 30, 2025, introduces a future financial commitment that, if not met, could impact Uxin Limited's financial position.

Future Outlook

Abundant Grace Investment Limited is obligated to pay the remaining US$9,400,000 of the 2022 Subscription Agreement purchase price to Uxin Limited no later than June 30, 2025, unless otherwise agreed in writing by both parties.

Industry Context

This filing primarily concerns changes in significant shareholder ownership and does not provide broader industry trends or competitive analysis. It reflects a major investor's portfolio adjustments within the automotive e-commerce sector, where Uxin Limited operates.

Related Party Transactions

• Abundant Grace Investment Limited transferred 1,029,230,136 Class A Ordinary Shares to Abundant Glory Investment L.P. (Glory) for US$5,000,000 on January 14, 2025. Glory is also a reporting person and thus a related party.
• Abundant Grace Investment Limited transferred 1,029,230,136 Class A Ordinary Shares to an affiliate of Joy Capital for US$5,000,000 on January 14, 2025. Joy Capital is likely a related entity given the beneficial ownership structure and affiliations mentioned in the filing.

Stakeholder Impact

• Shareholders: The significant share transfers by a major holder could lead to increased trading volume and potentially impact share price volatility. The change in ownership structure might influence future strategic decisions.
• Company (Uxin Limited): The outstanding payment of US$9,400,000 from Abundant Grace Investment Limited represents a future cash inflow for Uxin Limited.

Next Steps

• Abundant Grace Investment Limited is expected to pay the remaining US$9,400,000 of the 2022 Subscription Agreement purchase price to Uxin Limited by June 30, 2025.

Key Dates

Keywords

Uxin Limited, Schedule 13D, Abundant Grace Investment Limited, Nio Capital II LLC, Bin Li, Class A Ordinary Shares, beneficial ownership, share transfer, restricted securities, Rule 144, SEC filing, equity investment, China, Cayman Islands, British Virgin Islands, Joy Capital