SCHEDULE 13D/A: Uxin Limited Major Shareholder Abundant Grace Reduces Stake by 3.2 Billion Shares for $18 Million

Abundant Grace Investment Limited, a significant shareholder in Uxin Limited, has sold 3.25 billion Class A ordinary shares to a third-party buyer for $18 million, reducing its beneficial ownership percentage.

Summary

• Abundant Grace Investment Limited, a reporting person for Uxin Limited, transferred 3,246,677,100 Class A Ordinary Shares to an undisclosed third-party buyer.
• The total consideration for this share transfer was US$18.0 million.
• The transaction occurred on February 24, 2025.
• Prior to this transfer, Abundant Grace Investment Limited held 24,270,226,975 Class A Ordinary Shares, representing 43.1% of the outstanding shares.
• Following the transfer, Abundant Grace Investment Limited's direct holding is reduced to 21,023,549,875 shares, which represents approximately 37.31% of the outstanding Class A Ordinary Shares.
• Other reporting persons, including NBNW Investment Limited, Eve One Fund II L.P., Nio Capital II LLC, and Bin Li, who had shared voting/dispositive power over Abundant Grace's shares, will also see their reported beneficial ownership percentage decrease. For Nio Capital II LLC and Bin Li, their combined beneficial ownership (including Abundant Glory Investment L.P.'s shares) will decrease from 44.2% to approximately 38.41%.
• The calculation of beneficial ownership 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 buyer is subject to a six-month lock-up period, prohibiting the sale or transfer of the acquired shares.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While the implied sale price per share is significantly above par value, which is positive for the seller, the sheer volume of shares sold by a major investor could still be interpreted as a strategic divestment or a reduction in long-term commitment, potentially creating uncertainty for other shareholders. The lack of transparency regarding the buyer also contributes to a neutral rather than positive sentiment.

Positives

• The transaction provides liquidity to the selling shareholder, Abundant Grace Investment Limited.
• The implied per-share price of approximately US$0.00554 is significantly above the Class A ordinary shares' par value of US$0.0001, which could be viewed favorably for the seller and potentially for the company's valuation.

Negatives

• The sale of a significant block of shares by a major investor could be perceived as a reduction in confidence or a strategic divestment, even if the price is favorable.
• The buyer's name is redacted, which limits transparency regarding the new significant shareholder.

Risks

• The buyer acknowledges that the Target Shares are restricted securities under Rule 144, limiting their immediate liquidity and transferability.
• The buyer waived claims related to the non-disclosure of any material non-public information by the seller, which could pose a risk if such information later becomes public and negatively impacts the share value.
• The buyer is subject to a six-month lock-up period, restricting their ability to dispose of the shares, which could be a risk if the share price declines significantly during this period.

Future Outlook

The buyer of the shares is subject to a six-month lock-up period from the Closing Date, during which they are restricted from selling, gifting, or otherwise disposing of the acquired shares.

Industry Context

This filing details a significant block trade of shares in Uxin Limited, a company operating in the used car e-commerce sector in China. While the filing itself is a shareholder disclosure, such large-scale share transfers can reflect strategic shifts by major investors or changes in their investment thesis regarding the company's prospects within the competitive Chinese used car market.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Existing shareholders may view the significant reduction in stake by a major investor as a negative signal, potentially leading to downward pressure on the share price. While the implied transaction price is above par, the large volume of shares sold by a key investor could still impact market perception of the company's value.
• Company (Uxin Limited): The transaction itself is a secondary market sale and does not directly impact the company's operations or financial position, but it changes the ownership structure and could affect investor sentiment.

Next Steps

• The buyer is restricted from disposing of the shares for six months following the Closing Date.
• The parties will complete the Share Transfer electronically within three business days after all conditions are met or waived.

Key Dates

Recommendation

Keywords

Uxin Limited, Class A ordinary shares, Schedule 13D, Abundant Grace Investment Limited, share transfer, beneficial ownership, SEC filing, restricted securities, Rule 144, Nio Capital, Bin Li, equity sale, shareholder update