Uxin Ltd — Major Shareholding Notification 2020

Feb 14, 2020

SC 13G/A 1 p20-0286sc13ga.htm UXIN LTD

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Uxin Limited
(Name of Issuer)
Class A Ordinary
Shares, par value $0.0001 per share
(Title of Class of Securities)
91818X108 (For American Depository Shares, each representing three Class A Ordinary Shares)
(CUSIP Number)
December
31, 2019
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
x	Rule 13d-1(b)
¨	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 7 Pages)

---

• 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 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 (the "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).

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP No. 91818X108 13G/A Page 2 of 7 Pages

Field: /Page

1	NAMES OF REPORTING PERSONS Snow Lake Capital (HK) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON FI

Field: Page; Sequence: 2; Value: 2

CUSIP No. 91818X108 13G/A Page 3 of 7 Pages

Field: /Page

1	NAMES OF REPORTING PERSONS Sean MA
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IN, HC

Field: Page; Sequence: 3; Value: 2

CUSIP No. 91818X108 13G/A Page 4 of 7 Pages

Field: /Page

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

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

Item 2(a). NAME OF PERSON FILING:

This statement is filed by:
(i)	Snow Lake Capital (HK) Limited (" SLC HK "), the
investment adviser to certain funds (the " Snow Lake Funds "), with respect to the Class A Ordinary Shares (as defined
in Item 2(d) below) represented by American Depositary Shares held by the Snow Lake Funds; and
(ii)	Mr. Sean MA (the " Mr. MA "), the sole shareholder and control person of SLC HK, with respect to the Class A Ordinary Shares represented by American Depositary Shares held by the Snow Lake Funds.
As investment adviser to the Snow Lake Funds, SLC HK exercises voting and investment power over the Class A Ordinary Shares represented by American Depositary Shares held by the Snow Lake Funds. Mr. MA is the sole shareholder and control person of SLC HK. In such capacities, SLC HK and Mr. MA may be deemed to beneficially own the Class A Ordinary Shares represented by American Depositary Shares held by the Snow Lake Funds. SLC HK and Mr. MA are hereinafter sometimes collectively referred to as the " Reporting Persons ."

Item 2(b).
The address of the business office of each of the Reporting Persons is Suites 1101-04, One Exchange Square, 8 Connaught Place, Central, Hong Kong.

Item 2(c).
SLC HK is a corporation organized and existing under the laws of Hong Kong. Sean MA is a Hong Kong permanent resident

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

Field: Page; Sequence: 4; Value: 2

CUSIP No. 91818X108 13G/A Page 5 of 7 Pages

Field: /Page

Item 2(e).
91818X108

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	¨	Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	Employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g)	x	Parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	Savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i)	¨	Church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j)	x	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: SLC HK is licensed by the Hong Kong Securities and Futures Commission to carry on a business in Type 4 (advising on securities) and Type 9 (asset management) regulated activities (CE no.:AXI102).

Item 4.
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

Item 5.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Field: Page; Sequence: 5; Value: 2

CUSIP No. 91818X108 13G/A Page 6 of 7 Pages

Field: /Page

Item 6.
Not applicable.

Item 7.
See Item 2(a) and Item 3.

Item 8.
Not applicable.

Item 9.
Not applicable.

ITEM 10. CERTIFICATION.

| Each of the Reporting Persons hereby makes the following certification: |
| --- |
| By signing below each Reporting Person certifies that, to the best
of his or its knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect
and (ii) the foreign regulatory schemes applicable to asset managers licensed by the Hong Kong Securities and Futures Commission
to carry on a business in Type 9 (asset management) regulated activity (AXI102) are substantially comparable to the regulatory
schemes applicable to the functionally equivalent U.S. institutions. The Reporting Persons also undertakes to furnish to the Commission
staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |

Field: Page; Sequence: 6; Value: 2

CUSIP No. 91818X108 13G/A Page 7 of 7 Pages

Field: /Page

SIGNATURES

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

DATED: February 14, 2020

Snow Lake Capital (HK) Limited
By: /s/ Sean MA
Name: Sean MA
Title: Director
/s/ Sean MA
SEAN MA