20-F: Uxin Limited Secures $27.9 Million Investment from Fame Dragon Global Limited

Uxin Limited finalizes agreements with Fame Dragon Global Limited for a $27.9 million investment, aiming to bolster its financial position and operational capabilities.

Summary

• Uxin Limited entered into a share subscription agreement with Fame Dragon Global Limited on March 4, 2025, for a total investment of $27.9 million.
• The agreement involves the purchase of 5,738,268,233 Class A Ordinary Shares by Fame Dragon at a price of $0.004858 per share.
• The initial closing involves $10 million for 2,058,460,272 Class A Ordinary Shares, with $1.5 million paid upon signing and $8.5 million at the initial closing.
• Subsequent closings will occur to reach the aggregate purchase price of $27.9 million, with no closing beyond the first anniversary of the agreement.
• The company has received US$19.0 million and issued 3,911,092,516 Class A Ordinary Shares to Fame Dragon and entities designated by it.
• Based on the arrangement with NIO Capital, we expect to complete the closing of the remaining subscription at the consideration of US$8.8 million no later than June 30, 2025.
• The agreement includes standard representations and warranties from both the company and the investor.
• The company is obligated to file necessary materials with the CSRC and maintain its Nasdaq listing.
• The agreement is governed by Hong Kong law and includes provisions for dispute resolution through arbitration.

Sentiment

Score: 7

Explanation: The document is a standard legal agreement, but the investment itself is a positive sign for the company's future.

Positives

• The investment provides Uxin Limited with additional capital to fund its operations.
• The agreement includes a commitment from the company to maintain its Nasdaq listing.
• The agreement includes a lock-up provision for the Principal Parties, restricting the transfer of Equity Securities during the Principal Lock-up Period.

Negatives

• The agreement includes a lock-up provision for the Principal Parties, restricting the transfer of Equity Securities during the Principal Lock-up Period.

Risks

• The closing is subject to customary conditions, and failure to meet these conditions could prevent the transaction from completing.
• The agreement is governed by Hong Kong law, which may present challenges for enforcement in other jurisdictions.
• The company's future performance is subject to various market and economic risks.

Future Outlook

The company plans to use the proceeds from the sale of the Subscription Securities to fund its operations and other activities duly approved by the board of directors of the Company, and fees and expenses of the Investor in connection with this Agreement.

Industry Context

This investment reflects continued interest in the used car market, particularly in companies with a strong online presence and potential for growth.

Stakeholder Impact

• Shareholders may see a positive impact on the company's financial stability and growth prospects.
• The investment could lead to increased operational capabilities and improved services for customers.

Next Steps

• The parties will work to satisfy the closing conditions and complete the initial closing.
• Subsequent closings will occur as agreed upon by the parties.
• The company will file necessary materials with the CSRC and maintain its Nasdaq listing.

Key Dates

Keywords

share subscription, investment, Class A Ordinary Shares, Fame Dragon Global Limited, Uxin Limited, closing, CSRC filing, Nasdaq listing