Uxin Ltd — Major Shareholding Notification 2020

Jul 31, 2020

SC 13D/A 1 a20-26230_1sc13da.htm SC 13D/A

AMENDEMENT NO. 1 TO SCHEDULE 13D

CUSIP No. 91818X 108

*UNITED STATES*

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE 13D*

*(Amendment No. 1)**

*(Rule 13d-101)*

*INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT*

*TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED*

*PURSUANT TO RULE 13d-2(a)*

*Under the Securities Exchange Act of 1934*

*Uxin Limited*

*(Name of issuer)*

*Ordinary Shares, par value US$0.0001 per share*

*(Title of class of securities)*

*91818X 108 (1)*

*(CUSIP number)*

*Kun Dai*

*1-3/F, No. 12 Beitucheng East Road Chaoyang District, Beijing 100029*

*The People’s Republic of China*

*+86 10 5631-2700*

*(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)*

*July 2 1* , 2020

*(Date of Event which Requires Filing of this Statement)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

*Note:* Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• 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.

The information required on 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).

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing three Class A ordinary shares of the Issuer.

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AMENDMENT NO. 1 TO SCHEDULE 13D

(1)	Names of reporting persons Kun Dai
(2)	Check the appropriate box if a member of a group (see instructions) (a) o (b) o
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
(6)	Citizenship or place of organization People’s Republic of China
Number of shares beneficially owned by each reporting person with:	(7)	Sole voting power 40,809,861
	(8)	Shared voting power 75,893,890
	(9)	Sole dispositive power 40,809,861
	(10)	Shared dispositive power 75,893,890
(11)	Aggregate amount beneficially owned by each reporting person 116,703,751
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) o
(13)	Percent of class represented by amount in Row (11) 13.1%. The voting power of the shares beneficially owned represent 38.6% of the total outstanding voting power.*
(14)	Type of reporting person (see instructions) IN

• The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by 888,000,790, representing the total number of the Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of July 21, 2020.

** The percentage of voting power is calculated by dividing the voting power beneficially owned by the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of July 21, 2020. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares is entitled to ten votes per share on all matters submitted to them for a vote.

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AMENDMENT NO. 1 TO SCHEDULE 13D

*Explanatory Note*

This Amendment No. 1 to Schedule 13D (the “ Amendment ”), which amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on June 20, 2019 (the “ Original Schedule 13D ”), is being filed by Kun Dai, a citizen of P.R. China, the chairman of board of directors and the chief executive officer of the Issuer (the “ Reporting Person ”), relating to the ordinary shares, par value US$0.0001 per share (the “ Ordinary Shares ”) of Uxin Limited (the “ Issuer ”). This Amendment is being filed by the Reporting Person to report transfer of certain Class A ordinary shares, par value US$0.0001 per share (the “ Class A Ordinary Shares ”) beneficially owned by the Reporting Person to certain lender at such lender’ request to enforce its security interests therein. Accordingly, the number of Ordinary Shares beneficially owned by the Reporting Person has decreased as described in Items 4 and 5 below.

Items 4 and 5 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as specifically amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.

*Item 4. Purpose of the Transaction.*

Item 4 of the Original Schedule 13D is hereby supplemented by adding the following paragraph at the end thereof:

Prior to the Gao Li Share Transfer (as defined below) , a total of 93,170,300 Class A Ordinary Shares beneficially owned by Mr. Kun Dai through Gao Li Group Limited, Kingkey New Era Auto Industry Global Limited and BOCOM International Supreme Investment Limited had been pledged in favor of third-party lenders in connection with certain loan agreements entered into in 2017 with a term of two years in an aggregate principal amount of approximately US$163.1 million (the “ Loans ”), most proceeds of which were used to fund the purchase of shares in the Issuer in the latest rounds of pre-initial public offering equity financings.

Among the pledged shares mentioned above, Gao Li Group Limited, a British Virgin Islands company, which is wholly owned by Mr. Kun Dai and of which Mr. Kun Dai is the sole director (“ Gao Li ”), pledged 17,276,410 Class A Ordinary Shares of the Issuer (the “ Gao Li Pledged Shares ”) pursuant to a share charge in favor of a third-party lender in connection with a Loan in a maximum principal amount of US$50 million under a facility agreement entered into with Zhongrong PT Finance Limited (the “ Lender ”) in June 2018. The Loan b ecame due in June 2019, and Gao Li had been in discussion with the Lender to seek extensions of the Loan. On April 6, 2020, the Lender issued an instruction letter to enforce its security interests in the Gao Li Pledged Shares, and Gao Li transferred the Gao Li Pledged Shares on July 21, 2020 to the Lender as a result thereof (the “ Gao Li Share Transfer ”). After the Gao Li Share Transfer, Gao Li does not hold any shares in the Issuer and is released from its obligations under the Loan to the Lender. The Lender may hold or dispose of these securities at its discretion, including on the public market, as repayment of the outstanding loan and satisfaction of other obligations under the facility agreement.

After the Gao Li Share Transfer, a total of 75,893,890 Class A Ordinary Shares beneficially owned by Mr. Kun Dai through Kingkey New Era Auto Industry Global Limited and BOCOM International Supreme Investment Limited, representing 6.9% and 1.7% of the total issued and outstanding ordinary shares of the Issuer as of July 21, 2020, respectively, remained pledged in connection with the remaining of the Loans. The remaining Loans became due in November and December 2019, respectively, and the borrowers have been in discussion with the lenders to seek extensions of the remaining Loans.

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AMENDMENT NO. 1 TO SCHEDULE 13D

*Item 5. Interest in Securities of the Issuer.*

Item 5(a) and (b) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

The following information with respect to the ownership of Class A Ordinary Shares by the Reporting Person filing this Amendment is provided as of July 21, 2020:

Reporting Person	Amount Beneficially Owned	Percent of Class	Number of shares as to which such person has: — Sole Power to Vote or Direct the Vote	Shared Power to Vote or to Direct the Vote	Sole Power to Dispose or to Direct the Disposition of	Shared Power to Dispose or to Direct the Disposition of
Kun Dai	116,703,751	13.1 %	40,809,861	75,893,890	40,809,861	75,893,890

The 116,703,751 ordinary shares of the Issuer beneficially owned by Mr. Kun Dai comprise (i) 40,809,861 Class B ordinary shares directly held by Xin Gao, (ii) 61,129,800 Class A ordinary shares of the Issuer held by Kingkey New Era Auto Industry Global Limited and (iii) 14,764,090 Class A ordinary shares of the Issuer held by BOCOM International Supreme Investment Limited, respectively, as described below.

Xin Gao directly holds 40,809,861 Class B ordinary shares of the Issuer. Xin Gao is beneficially owned by Mr. Kun Dai through a trust and of which Mr. Dai is the sole director. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Dai may be deemed to beneficially own all of the shares of the Issuer held by Xin Gao.

Kingkey New Era Auto Industry Global Limited (“ Kingkey Global ”), a British Virgin Islands company, directly holds 61,129,800 Class A ordinary shares of the Issuer. The shareholders of Kingkey Global are First Tycoon Ventures Limited, Excellent Ace Holdings Limited and Mr. Jiarong Chen, holding 56%, 37.33% and 6.67% of Kingkey Global, respectively. Excellent Ace Holdings Limited is wholly owned by Mr. Kun Dai. First Tycoon Ventures Limited is 66.7% and 33.3% held by Sail Best Investments Limited and JenCap UX III, respectively. Sail Best Investments Limited is wholly owned by Kingkey Investment Group Limited, a company jointly owned by Mr. Jiarong Chen and Mr. Jiajun Chen. Mr. Kun Dai, together with Mr. Jiarong Chen and JenCap UX III, jointly decides the disposal and voting of the shares of the Issuer directly held by Kingkey Global, and is deemed to be the beneficial owner of all the shares of the Issuer held by Kingkey Global.

BOCOM International Supreme Investment Limited (“ BOCOM ”), a British Virgin Islands company, directly holds 14,764,090 Class A ordinary shares of the Issuer. Mr. Kun Dai, together with Mr. Jiarong Chen and JenCap UX, jointly decides the disposal and voting of the shares of the Issuer directly held by BOCOM, and is deemed to be the beneficial owner of all the shares of the Issuer held by BOCOM.

The percentage of the class of securities beneficially owned by the Reporting Person is based on 888,000,790 outstanding ordinary shares as a single class as of July 21, 2020, being the sum of 847,190,929 Class A ordinary shares and 40,809,861 Class B ordinary shares outstanding as of the same date, assuming conversion of all Class B ordinary shares into Class A ordinary shares, and excluding the 16,179,589 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plan.

(c) Except as disclosed in this Amendment, to the knowledge of the Reporting Person with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Ordinary Shares during the past 60 days.

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*SIGNATURE*

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: July 31, 2020

/s/ Kun Dai
Kun Dai

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