Statement of Ownership (sc 13g)
February 11 2019 - 7:44AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. )
Under the Securities Exchange Act of 1934
|
|
Uxin Limited
|
|
|
|
(Name of Issuer)
|
|
|
|
|
|
|
|
Class A ordinary shares, par value US$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:
*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).
** The CUSIP applies to the American depositary
shares of the Issuer, evidenced by American depositary receipts, which are quoted on The NASDAQ Stock Market under the symbol “UXIN.”
Each American depositary share represents three Class A ordinary shares. No CUSIP has been assigned to the Class A ordinary shares.
|
CUSIP No. 91818X108
|
13G
|
Page
2 of 13 Pages
|
|
1
|
Names of Reporting Persons
Jeneration Capital Master Fund
|
|
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
|
|
6
|
Shared Voting Power
8,737,788 Class A Ordinary Shares (as defined below)
(See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
8,737,788 Class A Ordinary Shares (See Item 4)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,737,788 Class A Ordinary Shares (See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
1.0% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
CO
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A ordinary shares of the Issuer, par value of US$0.0001 per share (“
Class A Ordinary Shares
”) outstanding as reported in the prospectus publicly filed by Uxin Limited (the “
Issuer
”) with the U.S. Securities and Exchange Commission (the “
SEC
”) on June 28, 2018 (the “
IPO Prospectus
”).
|
|
CUSIP No. 91818X108
|
13G
|
Page 3 of 13 Pages
|
|
1
|
Names of Reporting Persons
Jeneration Capital GP
|
|
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
|
|
6
|
Shared Voting Power
42,336,300 Class A Ordinary Shares, comprising Class
A Ordinary Shares directly and indirectly held by JenCap UX (See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
42,336,300 Class A Ordinary Shares, comprising Class
A Ordinary Shares directly and indirectly held by JenCap UX (See Item 4)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,336,300 Class A Ordinary Shares, comprising Class
A Ordinary Shares directly and indirectly held by JenCap UX (See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
5.1% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
CO
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A Ordinary
Shares outstanding as reported in the IPO Prospectus.
|
|
CUSIP No. 91818X108
|
13G
|
Page 4 of 13 Pages
|
|
1
|
Names of Reporting Persons
Jeneration Capital Partners L.P.
|
|
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
|
|
6
|
Shared Voting Power
42,336,300 Class A Ordinary Shares, comprising Class
A Ordinary Shares directly and indirectly held by JenCap UX (See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
42,336,300 Class A Ordinary Shares, comprising Class
A Ordinary Shares directly and indirectly held by JenCap UX (See Item 4)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,336,300 Class A Ordinary Shares, comprising Class
A Ordinary Shares directly and indirectly held by JenCap UX (See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
5.1% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
PN
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A Ordinary
Shares outstanding as reported in the IPO Prospectus.
|
|
CUSIP No. 91818X108
|
13G
|
Page 5 of 13 Pages
|
|
1
|
Names of Reporting Persons
JenCap UX
|
|
2
|
Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
|
|
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
|
|
6
|
Shared Voting Power
42,336,300 Class A Ordinary Shares (See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
42,336,300 Class A Ordinary Shares (See Item 4)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
42,336,300 Class A Ordinary Shares (See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
5.1% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
CO
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A Ordinary
Shares outstanding as reported in the IPO Prospectus.
|
|
CUSIP No. 91818X108
|
13G
|
Page 6 of 13 Pages
|
|
1
|
Names of Reporting Persons
JenCap UX II Plus LLC
|
|
2
|
Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
State of Delaware, United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5
|
Sole Voting Power
|
|
6
|
Shared Voting Power
16,872,900 Class A Ordinary Shares (See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
16,872,900 Class A Ordinary Shares (See Item 4)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
16,872,900 Class A Ordinary Shares (See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
2.0% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
OO
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A Ordinary
Shares outstanding as reported in the IPO Prospectus.
|
|
CUSIP No. 91818X108
|
13G
|
Page 7 of 13 Pages
|
|
1
|
Names of Reporting Persons
JenCap UX III
|
|
2
|
Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
x
|
|
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
|
|
6
|
Shared Voting Power
61,129,800 Class A Ordinary Shares (See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
61,129,800 Class A Ordinary Shares (See Item 4)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
61,129,800 Class A Ordinary Shares (See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
7.3% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
CO
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A Ordinary
Shares outstanding as reported in the IPO Prospectus.
|
|
CUSIP No. 91818X108
|
13G
|
Page 8 of 13 Pages
|
|
1
|
Names of Reporting Persons
Jeneration Capital Management
|
|
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
|
|
6
|
Shared Voting Power
129,076,788 Class A Ordinary Shares, comprising
Class A Ordinary Shares directly or indirectly held by Jeneration Capital Master Fund, Jeneration Capital Partners L.P. with respect
to JenCap UX, JenCap UX II Plus LLC and JenCap UX III (See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
129,076,788 Class A Ordinary Shares, comprising
Class A Ordinary Shares directly or indirectly held by Jeneration Capital Master Fund, Jeneration Capital Partners L.P. with respect
to JenCap UX, JenCap UX II Plus LLC and JenCap UX III (See Item 4)
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
129,076,788 Class A Ordinary Shares, comprising Class
A Ordinary Shares directly or indirectly held by Jeneration Capital Master Fund, Jeneration Capital Partners L.P. with respect
to JenCap UX, JenCap UX II Plus LLC and JenCap UX III (See Item 4)
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
15.4% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
CO
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A Ordinary
Shares outstanding as reported in the IPO Prospectus.
|
|
CUSIP No. 91818X108
|
13G
|
Page 9 of 13 Pages
|
|
1
|
Names of Reporting Persons
Jimmy Ching-Hsin Chang
|
|
2
|
Check the Appropriate Box if a Member of a Group
(a)
¨
(b)
¨
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5
|
Sole Voting Power
|
|
6
|
Shared Voting Power
129,076,788 Class A Ordinary Shares (See Item 4)
|
|
7
|
Sole Dispositive Power
|
|
8
|
Shared Dispositive Power
129,076,788 Class A Ordinary Shares (See Item 4)*
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
129,076,788 Class A Ordinary Shares (See Item 4)*
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
11
|
Percent of Class Represented by Amount in Row 9
15.4% (See Item 4)
(1)
|
|
12
|
Type of Reporting Person
IN
|
|
|
(1)
|
Calculation is based on 836,370,523 Class A Ordinary
Shares outstanding as reported in the IPO Prospectus.
|
|
CUSIP No. 91818X108
|
13G
|
Page 10 of 13 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
|
|
|
|
|
Uxin Limited (the “
Issuer
”)
|
|
|
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
|
|
|
|
|
2-5/F, Tower E, LSHM Center, No. 8 Guangshun South Avenue, Chaoyang District,
|
|
|
Beijing 100102 People's Republic of China
|
|
|
|
|
Item 2(a).
|
Name of Person Filing:
|
|
|
|
|
|
This statement is filed by the entities and person listed below, who are collectively referred to herein as “
Reporting Persons
”, with respect to the Class A Ordinary Shares (as defined in Item 2(d) below):
|
|
|
|
|
|
1. Jeneration Capital Master Fund
|
|
|
2. Jeneration Capital GP
|
|
|
3. Jeneration Capital Partners L.P.
|
|
|
4. Jen Cap UX
|
|
|
5. JenCap UX II Plus LLC
|
|
|
6. JenCap UX III
|
|
|
7. Jeneration Capital Management
|
|
|
8. Jimmy Ching-Hsin Chang (“
Mr. Chang
”)
|
|
|
|
|
|
See Item 4 for the relationship among the Reporting Persons. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any Class A Ordinary Shares or American depositary shares of the Issuer for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”) or for any other purpose, except to the extent of its or his pecuniary interest therein.
|
|
|
|
|
Item 2(b).
|
Address or Principal Business Office or, if None, Residence:
|
|
|
|
|
|
The registered office of Jeneration Capital Master Fund, Jeneration Capital GP, Jeneration Capital Partners L.P., JenCap UX, JenCap UX III and Jeneration Capital Management is PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands.
|
|
|
|
|
|
The registered office of JenCap UX II Plus LLC is 2711 Centerville Road, Suite 400, Wilmington, Delaware, New Castle County, USA.
|
|
|
|
|
|
The address of the principal business office of Mr. Chang is c/o Jeneration Capital Advisors (Hong Kong) Limited, 36/F, Two IFC, 8 Finance Street, Central, Hong Kong.
|
|
|
|
|
Item 2(c).
|
Citizenship or Place of Organization:
|
|
|
|
|
|
1. Jeneration Capital Master Fund: Cayman Islands
|
|
|
2. Jeneration Capital GP: Cayman Islands
|
|
|
3. Jeneration Capital Partners L.P.: Cayman Islands
|
|
|
4. Jen Cap UX: Cayman Islands
|
|
|
5. JenCap UX II Plus LLC: State of Delaware, United States
|
|
|
6. JenCap UX III: Cayman Islands
|
|
|
7. Jeneration Capital Management: Cayman Islands
|
|
|
8. Mr. Chang: United States
|
|
CUSIP No. 91818X108
|
13G
|
Page 11 of 13 Pages
|
|
Item 2(d).
|
Title of Class of Securities:
|
|
|
Class A Ordinary Shares, par value US$0.0001 per share. Each American depositary share represents three Class A Ordinary Shares.
|
|
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
|
|
|
|
91818X108 applies to the American depositary shares of the Issuer; no CUSIP number has been assigned for the Class A Ordinary Shares.
|
|
|
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
Item 4.
|
Ownership.
|
|
|
|
|
|
The information as of the filing date required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
|
|
|
|
|
|
Jeneration Capital Management is the investment manager of Jeneration Capital Master Fund and Jeneration Capital Partners L.P. and the management shareholder of JenCap UX II and JenCap UX III, and is ultimately controlled by Mr. Chang.
|
|
|
|
|
|
JenCap UX II Plus LLC is wholly owned by JenCap UX II, of which the management shareholder that controls the voting thereof is Jeneration Capital Management, which is ultimately controlled by Mr. Chang.
|
|
|
|
|
|
JenCap UX is wholly owned by Jeneration Capital Partners L.P., of which Jeneration Capital GP is the general partner. Jeneration Capital GP is ultimately wholly owned by Mr. Chang.
|
|
|
|
|
|
The beneficial ownership of Mr. Chang in the Issuer represents the beneficial ownership of Jeneration Capital Management in the Issuer which comprises of the following:
|
|
|
|
|
|
(i) 8,737,788 Class A Ordinary Shares held by Jeneration Capital Master Fund.
|
|
|
|
|
|
(ii) 42,336,300 Class A Ordinary Shares beneficially owned by Jeneration Capital Partners L.P., comprising 27,572,210 Class A Ordinary Shares directly held by JenCap UX and 14,764,090 Class A Ordinary Shares directly held by BOCOM International Supreme Investment Limited, a company incorporated in British Virgin Islands.
|
|
|
|
|
|
(iii) 16,872,900 Class A Ordinary Shares directly held by JenCap UX II Plus LLC.
|
|
|
|
|
|
(iv) 61,129,800 Class A Ordinary Shares indirectly held
by JenCap UX III through Kingkey New Era Auto Industry Global Limited.
|
|
|
|
|
|
JenCap UX III, an exempted company incorporated in Cayman Islands,
indirectly holds 18.48% of shares in Kingkey New Era Auto Industry Global Limited through First Tycoon Ventures Limited
which holds 56% of shares in Kingkey New Era Auto Industry Global Limited. JenCap UX III and two individuals jointly
decide the disposal of the Class A Ordinary Shares directly held by Kingkey New Era Auto Industry Global Limited and may
be deemed the beneficial owners of all Class A Ordinary Shares held by Kingkey New Era Auto Industry Global
Limited.
|
|
CUSIP No. 91818X108
|
13G
|
Page 12 of 13 Pages
|
|
|
JenCap UX, ultimately controlled by Mr. Chang, and
two other individuals jointly control the voting power of all shares held by BOCOM International Supreme Investment Limited,
and may be deemed the beneficial owner of all the Class A Ordinary Shares held by BOCOM International Supreme
Investment Limited.
Prior to December 19, 2018, Kingkey New Era Auto
Industry Limited, an entity in which JenCap UX indirectly held 20% of shares and certain special rights,
held 57,045,450 Class A Ordinary Shares. On December 19,
2018, Kingkey New Era Auto Industry
Limited transferred to a third party lender 57,045,450 Class A Ordinary pursuant to an
enforcement of security interests created by a facility agreement in
connection with a loan extended by the lender to Kingkev New Era Auto Industry Limited. After
the share transfer, Kingkey
New Era Auto
Industry Limited no longer holds any
shares in Uxin Limited.
|
|
|
|
|
Item 5.
|
Ownership of 5 Percent or Less of a Class.
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
Item 6.
|
Ownership of More than 5 Percent on Behalf of Another Person.
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
|
|
|
See Item 4.
|
|
|
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
|
|
|
|
|
By virtue of the relationships described herein, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein, except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
|
|
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
|
|
Not applicable.
|
|
|
|
|
Item 10.
|
Certification.
|
|
|
|
|
|
Not applicable.
|
|
CUSIP
No. 91818X108
|
13G
|
Page 13 of 13 Pages
|
SIGNATURE
After reasonable inquiry and to the best
of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this Statement is true,
complete and correct.
Date: February 11, 2019
|
|
Jeneration Capital Master Fund
|
|
|
|
|
|
By:
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Name: Jimmy Ching-Hsin Chang
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
Jeneration Capital GP
|
|
|
|
|
|
By:
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Name: Jimmy Ching-Hsin Chang
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
Jeneration Capital Partners L.P.
|
|
|
By:
|
Jeneration Capital GP, its general partner
|
|
|
|
|
|
|
By:
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Name: Jimmy Ching-Hsin Chang
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
JenCap UX
|
|
|
|
|
|
By:
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Name: Jimmy Ching-Hsin Chang
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
JenCap UX II Plus LLC
|
|
|
|
|
|
By:
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Name: Jimmy Ching-Hsin Chang
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
JenCap UX III
|
|
|
|
|
|
By:
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Name: Jimmy Ching-Hsin Chang
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
Jeneration Capital Management
|
|
|
|
|
|
By:
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Name: Jimmy Ching-Hsin Chang
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
/s/ Jimmy Ching-Hsin Chang
|
|
|
Jimmy Ching-Hsin Chang
|
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
99.1
|
|
Joint Filing Agreement
|
Uxin (NASDAQ:UXIN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Uxin (NASDAQ:UXIN)
Historical Stock Chart
From Apr 2023 to Apr 2024
