Uxin Ltd — Major Shareholding Notification 2019

Feb 14, 2019

SC 13G 1 p19-0424sc13g.htm UXIN LIMITED

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Uxin Limited
(Name of Issuer)
Class A Ordinary
Shares par value of $0.0001 per share
(Title of Class of Securities)
91818X108**
(CUSIP Number)
December
31, 2018
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
¨	Rule 13d-1(c)
x	Rule 13d-1(d)
(Page 1 of 5 Pages)

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 91818X108 has been assigned to the American Depositary Shares (" ADSs ") of the Company, which are quoted on NASDAQ under the symbol "UXIN." Each ADS represents 3 Class A Ordinary Shares.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 91818X108 13G Page 2 of 5 Pages

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1	NAME OF REPORTING PERSON Hillhouse Capital Management, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 66,750,480 Class A Ordinary Shares*
	6	SHARED VOTING POWER -0-
	7	SOLE DISPOSITIVE POWER 66,750,480 Class A Ordinary Shares*
	8	SHARED DISPOSITIVE POWER -0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,750,480 Class A Ordinary Shares*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0%
12	TYPE OF REPORTING PERSON IA

• Consists of 22,250,160 ADSs representing 66,750,480 Class A Ordinary Shares.

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CUSIP No. 91818X108 13G Page 3 of 5 Pages

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Item 1(a).
The name of the issuer is Uxin Limited (the "Company").

Item 1(b).
The Company's principal executive office is located at 2-5/F, Tower E, LSHM Center, No. 8 Guangshun South Avenue, Chaoyang District, Beijing 100102, People’s Republic of China.

| Item 2(a). |
| --- |
| This statement is filed
by Hillhouse Capital Management, Ltd., an exempted Cayman Islands company (" HCM " or the " Reporting
Person "), with respect to the Class A Ordinary Shares (as defined in Item 2(d) below) represented by ADSs held by
Hillhouse UX Holdings Limited, (the " Hillhouse Entity "). HCM acts as the sole management company of the
Hillhouse Entity. HCM is hereby deemed to be the sole beneficial owner of, and to solely control the voting and
investment power of, the Class A Ordinary Shares represented by ADSs held by the Hillhouse Entity. |

Item 2(b).
The address of the business office of the Reporting Person is Suite 2202, 22nd Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

Item 2(c).
Cayman Islands

Item 2(d).
Class A Ordinary Shares par value of $0.0001 per share (the " Class A Ordinary Shares ").

Item 2(e).
**There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 91818X108 has been assigned to the ADSs of the Company, which are quoted on NASDAQ under the symbol "UXIN." Each ADS represents 3 Class A Ordinary Shares.

Item 3. — (a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	ý	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

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CUSIP No. 91818X108 13G Page 4 of 5 Pages

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(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_________

Item 4.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 836,370,523 Class A Ordinary Shares outstanding, as reported in the Company’s Prospectus filed pursuant to Rule 424(b)(4) filed with the Securities and Exchange Commission on June 28, 2018.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

Item 5.
Not applicable.

Item 6.
See Item 2.

Item 7.
Not applicable.

Item 8.
Not applicable.

Item 9.
Not applicable.

Item 10.
Not applicable.

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CUSIP No. 91818X108 13G Page 5 of 5 Pages

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2019
HILLHOUSE CAPITAL MANAGEMENT, LTD.
/s/ Richard A. Hornung
Name: Richard A. Hornung
Title: General Counsel and Chief Compliance Officer