UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
UXIN LIMITED
(Name of Issuer)
Class A Ordinary Shares, par value
US$0.0001 per share
(Title of Class of Securities)
91818X108
**
(CUSIP Number)
Fu Weishen
Cathay Rong IV Limited
Vistra Corporate Services Centre
Wickhams Cay II
Road Town, Tortola, VG 1110
British Virgin Islands
(
+852
)
38921013
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 2018
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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 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).
1
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NAME OF REPORTING PERSONS.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY.
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER.
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8
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SHARED VOTING POWER.
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9
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SOLE DISPOSITIVE POWER.
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10
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SHARED DISPOSITIVE POWER.
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57,045,450
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON.
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1
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NAME OF REPORTING PERSONS.
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CHINA HUARONG MACAU (HK) INVESTMENT HOLDINGS LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY.
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER.
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8
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SHARED VOTING POWER.
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9
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SOLE DISPOSITIVE POWER.
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10
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SHARED DISPOSITIVE POWER.
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57,045,450
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON.
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1
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NAME OF REPORTING PERSONS.
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CHINA HUARONG (MACAU) INTERNATIONAL COMPANY LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY.
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER.
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8
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SHARED VOTING POWER.
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9
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SOLE DISPOSITIVE POWER.
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10
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SHARED DISPOSITIVE POWER.
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57,045,450
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON.
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1
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NAME OF REPORTING PERSONS.
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HUARONG (HK) INDUSTRIAL AND FINANCIAL INVESTMENT LIMITED
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY.
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION.
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER.
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8
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SHARED VOTING POWER.
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9
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SOLE DISPOSITIVE POWER.
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10
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SHARED DISPOSITIVE POWER.
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57,045,450
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON.
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1
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NAME OF REPORTING PERSONS.
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HUARONG REAL ESTATE CO., LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY.
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION.
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People’s Republic of China
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER.
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8
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SHARED VOTING POWER.
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9
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SOLE DISPOSITIVE POWER.
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10
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SHARED DISPOSITIVE POWER.
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57,045,450
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON.
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1
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NAME OF REPORTING PERSONS.
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CHINA HUARONG ASSET MANAGEMENT CO., LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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☒
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(b)
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☐
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3
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SEC USE ONLY.
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E).
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION.
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People’s Republic of China
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER.
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8
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SHARED VOTING POWER.
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9
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SOLE DISPOSITIVE POWER.
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10
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SHARED DISPOSITIVE POWER.
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57,045,450
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING PERSON.
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Item 1.
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Security and Issuer
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This Schedule 13D is being filed by the undersigned, pursuant to Rule 13d-1(a) under the Act, with respect to the Class A Ordinary
Shares, par value US$0.0001 per share (the “Shares”) of Uxin Limited (the “Issuer”) whose
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.
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Identity and Background
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(a-c)
This Statement is filed on behalf of
each of the following persons (collectively, the “Reporting Persons”):
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1)
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Cathay Rong IV Limited (“Cathay”);
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2)
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China Huarong Macau (HK) Investment Holdings Limited (“China Huarong Macau
(HK)”)
;
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3)
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China Huarong (Macau) International Company Limited (“China Huarong (Macau)”)
;
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4)
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Huarong (HK) Industrial and Financial Investment Limited (“Huarong (HK)”)
;
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5)
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Huarong Real Estate Co., Ltd. (“Huarong RE”)
; and
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6)
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China Huarong Asset Management Co., Ltd. (“China Huarong AM”)
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This Statement relates to
Shares held directly by Cathay, with business focused on financial services, asset management and investment. Cathay is a wholly-owned subsidiary of China Huarong Macau (HK),
whose business
is focused on financial services, asset management
and investment. China Huarong Macau (HK) is a wholly-owned subsidiary of
China Huarong (Macau)
,
whose business
is
focused on financial services, asset management and investment, which exercises power to vote and dispose of the Shares.
China Huarong (Macau)
is a majority-owned subsidiary of Huarong (HK),
whose business
is focused on financial services, asset management and investment. Huarong (HK) is a wholly-owned subsidiary of Huarong RE,
whose business
is focused on strategic growth
opportunities in real estate, as well as the leisure, tourism, and culture industries. Huarong RE is a wholly-owned subsidiary of China Huarong AM,
whose business
is focused on distressed asset management, financial services, and investment.
In such capacities, the Reporting Persons may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of the Shares reported herein.
The address of the principal business office of Cathay is Vistra Corporate Services Centre, Wickhams Cay II, Road Town,
Tortola, VG 1110, British Virgin Islands. The address of the principal business office of
China Huarong Macau (HK) is 12th Floor,
China Huarong Tower, 60 Gloucester Road, Wan Chai, Hong Kong
. The address of the principal business office of China Huarong (Macau) is 32/F, Bank of China Building, Avenida Doutor Mario Soares, Macau. The address of the principal
business office of
Huarong (HK) is Unit 1503 Causeway Bay Plaza 2, 463-483 Lockhart Road, Hong Kong.
The address of the
principal business office of
Huarong RE is
Room 250, East Building, No. 30 Tianhe Street, Hengqing, Zhuhai, Guangdong, the
People’s Republic of China. The address of the principal office of China Huargon AM is No. 8 Financial Street, Xicheng District, Beijing, the People’s Republic of China.
The board of Cathay comprises of Fu Weisheng, Xu Yong and Lu Minghui. The board of
China Huarong Macau (HK) comprises of
Geng Tao, who acts as the Chief Executive Officer as well
.
The board of
China Huarong (Macau) comprises of
Lai Guoyuan,
Geng Tao, Guo Gaofeng, Lao Ngai Leong and Ma Iao Son, and Geng Tao acts as the Chief Executive Officer
. The board of
Huarong (HK) comprises Gao
Gan, Zhou Cheng and Liu Hongyi, and Zhou Cheng acts as the Chief Executive Officer. The board of Huarong RE comprises of Gao Gan, Zhan Feilan, Wang Kefeng, Cai Hongyan and Wang Shouzhi, and Zhan Feilan acts as the Chief Executive Officer. The
board of
China Huargon AM comprises of Wang Zhanfeng, Li Xin, Li Yi, Wang Cong, Dai Lijia, Zhou Langlang, Song Fengming, Tse Hau Yin, Liu Lunmin and Shao Jingchun, and Li Xin acts as the Chief Executive Officer.
(d) and (e) No Reporting Person
has, and to the best knowledge of any
such Reporting Person, no officer, director, general partner or partner listed in this Item 2 has
, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii)
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
(f)
Cathay is a BVI business company with
limited liability incorporated under the laws of the British Virgin Islands
.
China Huarong Macau (HK) is a company with limited liability
incorporated under the laws of Hong Kong.
China Huarong (Macau)
is a company with limited liability incorporated under the laws of Macau.
Huarong (HK) is a company with limited liability incorporated under the laws of Hong Kong. Huarong RE is a company with limited liability incorporated under
the laws of the People’s Republic of China. China Huarong AM is a company with limited liability incorporated under the laws of the People’s Republic of China.
Item 3.
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Source and Amount of Funds or Other Consideration
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