SCHEDULE: Uxin Shareholder Grace Reduces Stake, Transfers Billions of Shares

Abundant Grace Investment Limited, a major shareholder in Uxin Limited, has reduced its beneficial ownership through sales and a zero-consideration distribution of Class A ordinary shares.

Summary

• Abundant Grace Investment Limited (Grace) directly holds 19,754,582,710 Class A Ordinary Shares of Uxin Limited, representing 31.0% of the total outstanding shares as of August 26, 2025.
• NBNW Investment Limited (NBNW) and Bin Li are deemed beneficial owners of 13,556,558,762 Class A Ordinary Shares each, representing 21.3% of the outstanding shares, due to NBNW holding 68.6% of Grace's voting rights and Bin Li indirectly controlling NBNW.
• On August 22, 2025, Grace transferred a total of 2,133,333,300 Class A Ordinary Shares to third-party buyers for a total consideration of US$16,000,001, at a price of US$0.0075 per share.
• On August 25, 2025, Grace distributed 882,310,965 Class A Ordinary Shares to one of its shareholders for zero consideration.
• These transactions represent a reduction in the overall beneficial ownership of Grace, NBNW, and Bin Li in Uxin Limited from their previously reported holdings.

Sentiment

Score: 3

Explanation: The filing indicates a significant reduction in beneficial ownership by a major shareholder, including sales at a very low per-share price, which could be interpreted negatively by the market regarding the company's valuation and future prospects.

Positives

• The share transfers to third-party buyers generated US$16,000,001 in cash for Abundant Grace Investment Limited.
• The distribution of shares for zero consideration could simplify the ownership structure for Grace's shareholder.

Negatives

• The significant reduction in beneficial ownership by a major shareholder (Grace) could be perceived negatively by the market, potentially indicating a lack of confidence or a strategic shift away from the company.
• The sale price of US$0.0075 per share is very low, which might reflect a depressed valuation of Uxin's Class A Ordinary Shares.

Risks

• A large shareholder reducing its stake could signal underlying issues or a change in strategic direction for the company, potentially impacting investor confidence.
• The low per-share price of the transactions (US$0.0075) might indicate a depressed market valuation for Uxin Limited's Class A Ordinary Shares.

Related Party Transactions

• Abundant Grace Investment Limited made a distribution of 882,310,965 Class A Ordinary Shares to one of its shareholders for zero consideration on August 25, 2025. This transaction is internal to Grace's ownership structure and impacts its beneficial ownership of Uxin shares.

Stakeholder Impact

• Shareholders: Existing shareholders may view the reduction in a major shareholder's stake negatively, potentially impacting share price and confidence. The low sale price could also set a negative precedent for valuation.
• Abundant Grace Investment Limited: Received US$16,000,001 from share sales and distributed shares to its own shareholder.
• NBNW Investment Limited and Bin Li: Their indirect beneficial ownership in Uxin Limited has also decreased as a result of Grace's transactions.

Key Dates

Recommendation

The significant reduction in a major shareholder's stake, coupled with the very low per-share price of the sales (US$0.0075), suggests a lack of confidence or a strategic divestment. This could signal a depressed valuation and potential future challenges for Uxin Limited, making a 'sell' recommendation appropriate for a seasoned investor.

Keywords

Uxin Limited, Class A ordinary shares, Schedule 13D/A, beneficial ownership, share transfer, Abundant Grace Investment Limited, NBNW Investment Limited, Bin Li, SEC filing, share sale, equity distribution