SCHEDULE 13D: Major Shareholders Adjust Holdings in Uxin Ltd. Following Nio Capital Restructuring and Share Transfers

Abundant Grace Investment Limited, NBNW Investment Limited, and Bin Li have filed a Schedule 13D to report changes in their beneficial ownership of Uxin Ltd. Class A ordinary shares, stemming from an internal restructuring at Nio Capital and recent share transfers.

Summary

• Abundant Grace Investment Limited (Grace) directly holds 22,770,226,975 Class A Ordinary Shares of Uxin Ltd., representing 37.8% of the outstanding shares.
• NBNW Investment Limited (NBNW) and Bin Li are deemed beneficial owners of 15,483,754,343 Class A Ordinary Shares each, representing 25.7% of the outstanding shares, due to NBNW holding 68.0% of Grace's voting rights and Bin Li indirectly controlling NBNW.
• The filing reflects changes in beneficial ownership following an internal management restructuring of Nio Capital II LLC in March 2025, which means Bin Li is no longer considered to control Nio Capital and thus no longer beneficially owns shares previously ascribed through Nio Capital.
• Grace transferred a total of 4,746,677,100 Class A Ordinary Shares to third-party buyers in three separate transactions in February and March 2025, for a total consideration of US$30.5 million.
• The Reporting Persons acquired the shares for investment purposes and intend to engage in discussions with Uxin Ltd. management, with Bin Li continuing to serve on the Issuer's board of directors.
• This Schedule 13D supersedes the previous Schedule 13D filed by Eve One Fund II L.P., initially on July 22, 2021, and last amended on February 26, 2025.

Sentiment

Score: 6

Explanation: The filing is largely neutral, being a mandatory disclosure of ownership changes. The sale of shares by Grace could be seen as slightly negative, but the continued involvement of Bin Li on the board and the stated investment purpose provide some balance. It's a factual update rather than a performance report.

Positives

• Bin Li, a significant beneficial owner, continues to serve on Uxin Ltd.'s board of directors, indicating ongoing strategic involvement.
• The Reporting Persons state their intention to engage in discussions with Uxin Ltd. management regarding business, operations, and strategy, suggesting active shareholder engagement.

Negatives

• Abundant Grace Investment Limited (Grace) sold a significant number of shares (4,746,677,100 Class A Ordinary Shares) in February and March 2025, which could be perceived as a reduction in conviction or a need for liquidity.
• The internal management restructuring of Nio Capital II LLC resulted in Bin Li no longer being deemed to control Nio Capital, leading to a reduction in his ascribed beneficial ownership from other entities (Glory and Eve One II).

Risks

• The Reporting Persons may, at any time in the future, purchase additional shares, sell some or all of their holdings, or engage in hedging transactions, which could introduce volatility to the stock price.
• Changes in the Issuer's financial position, strategic direction, or general economic and industry conditions could influence the Reporting Persons' future actions regarding their investment.

Future Outlook

The Reporting Persons intend to review their investment in Uxin Ltd. on a continuing basis and may, from time to time, purchase additional Class A Ordinary Shares or other financial instruments, sell some or all of their holdings, or engage in hedging transactions, depending on various factors including the Issuer's financial position, strategic direction, market conditions, and other investment opportunities.

Management Comments

• "The Reporting Persons acquired the Class A Ordinary Shares for investment purposes."
• "The Reporting Persons have engaged and expect to continue to engage in discussions with senior management of the Issuer, among other matters."
• "The Reporting Persons will also participate in management of the Issuer through Bin Li's service on the Issuer's board of directors."
• "The Reporting Persons do not have any present plan or proposal that would relate to or result in any of the matters set forth in this Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein."

Industry Context

This filing primarily concerns changes in beneficial ownership and control structures among key investors in Uxin Ltd., a company operating in the used car e-commerce sector in China. The restructuring of Nio Capital and the share transfers by Grace reflect internal strategic adjustments by major shareholders rather than direct industry-wide trends, though the sale of shares could be influenced by broader market conditions or specific company performance within the industry.

Corporate Governance

Stakeholder Impact

• Shareholders: The changes in beneficial ownership and the sale of shares by a major holder could influence market perception and share price volatility. The continued board presence of Bin Li provides stability from a governance perspective.
• Management: The Reporting Persons' stated intent to engage in discussions with management suggests ongoing dialogue and potential influence on strategic decisions.

Next Steps

• Reporting Persons will continue to review their investment in Uxin Ltd. on an ongoing basis.
• Reporting Persons may engage in further discussions with Uxin Ltd. management and board regarding business, operations, assets, financial condition, governance, strategy, and future plans.
• Reporting Persons may, at any time, purchase additional Class A Ordinary Shares or other financial instruments, sell some or all of their beneficial or economic holdings, or engage in hedging transactions.

Key Dates

Recommendation

Keywords

Uxin Ltd, UXIN, Schedule 13D, Beneficial Ownership, Share Transfer, Nio Capital, Bin Li, Abundant Grace Investment Limited, NBNW Investment Limited, SEC Filing, Investment Holdings, Corporate Governance, China Auto Market