UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant To 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Uxin Limited
(Name of Issuer)
Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
91818X 108
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons 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 |
NAMES OF REPORTING PERSONS LC Fund V. GP Limited
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 |
SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF |
5 |
SOLE VOTING POWER
61,771,372 | |
6 |
SHARED VOTING POWER
0 | ||
7 |
SOLE DISPOSITIVE POWER
61,771,372 | ||
8 |
SHARED DISPOSITIVE POWER
0 | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,771,372 | ||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%* | ||
12 |
TYPE OF REPORTING PERSON
CO | ||
* The percentage is calculated by dividing the number of shares beneficially owned by the Reporting Person by all of the Issuers issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2020.
1 |
NAMES OF REPORTING PERSONS LC Fund V, L.P.
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 |
SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF |
5 |
SOLE VOTING POWER
57,519,791 | |
6 |
SHARED VOTING POWER
0 | ||
7 |
SOLE DISPOSITIVE POWER
57,519,791 | ||
8 |
SHARED DISPOSITIVE POWER
0 | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
57,519,791 | ||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%* | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
* The percentage is calculated by dividing the number of shares beneficially owned by the Reporting Person by all of the Issuers issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2020.
1 |
NAMES OF REPORTING PERSONS LC Parallel Fund V, L.P.
| ||
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o | ||
3 |
SEC USE ONLY
| ||
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | ||
NUMBER OF |
5 |
SOLE VOTING POWER
4,251,581 | |
6 |
SHARED VOTING POWER
0 | ||
7 |
SOLE DISPOSITIVE POWER
4,251,581 | ||
8 |
SHARED DISPOSITIVE POWER
0 | ||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,251,581 | ||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o | ||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%* | ||
12 |
TYPE OF REPORTING PERSON
PN | ||
* The percentage is calculated by dividing the number of shares beneficially owned by the Reporting Person by all of the Issuers issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2020.
ITEM 1(a). NAME OF ISSUER:
Uxin Limited
ITEM 1(b). ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICES:
1-3/F, No. 12 Beitucheng East Road,
Chaoyang District, Beijing, 100029
Peoples Republic of China
ITEM 2(a). NAME OF PERSON FILING:
LC Fund V. GP Limited
LC Fund V, L.P.
LC Parallel Fund V, L.P.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
LC Fund V. GP Limited
16F, Tower B, Raycom Infotech Park
No. 2 Kexueyuan South Road, Zhongguancun
Haidian District, Beijing
Peoples Republic of China
LC Fund V, L.P.
16F, Tower B, Raycom Infotech Park
No. 2 Kexueyuan South Road, Zhongguancun
Haidian District, Beijing
Peoples Republic of China
LC Parallel Fund V, L.P.
16F, Tower B, Raycom Infotech Park
No. 2 Kexueyuan South Road, Zhongguancun
Haidian District, Beijing
Peoples Republic of China
ITEM 2(c). CITIZENSHIP:
LC Fund V. GP Limited Cayman Islands
LC Fund V, L.P. Cayman Islands
LC Parallel Fund V, L.P. Cayman Islands
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Ordinary shares, par value of $0.0001 per share
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
ITEM 2(e). CUSIP NO.:
91818X 108
This CUSIP number applies to the American Depositary Shares of the Issuer (ADSs), each representing three Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the ordinary shares.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B), OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSONS FILING IS A:
Not applicable
ITEM 4. OWNERSHIP
The following information with respect to the ownership of the ordinary shares of par value of $0.0001 per share of Uxin Limited by each of the reporting persons is provided as of December 31, 2020:
Reporting Person |
|
Amount |
|
Percent of |
|
Sole power to |
|
Shared |
|
Sole power to |
|
Shared power |
|
LC Fund V. GP Limited |
|
61,771,372 |
|
5.6 |
|
61,771,372 |
|
0 |
|
61,771,372 |
|
0 |
|
LC Fund V, L.P. |
|
57,519,791 |
|
5.2 |
|
57,519,791 |
|
0 |
|
57,519,791 |
|
0 |
|
LC Parallel Fund V, L.P. |
|
4,251,581 |
|
0.4 |
|
4,251,581 |
|
0 |
|
4,251,581 |
|
0 |
|
LC Fund V, L.P., a limited partnership organized under Cayman Islands law, directly holds 57,519,791 Class A ordinary shares of the Issuer. LC Parallel Fund V, L.P., a limited partnership organized under Cayman Islands law, directly holds 4,251,581 Class A ordinary shares of the Issuer. The general partner of LC Fund V, L.P. and LC Parallel Fund V, L.P. is LC Fund V. GP Limited, a Cayman Island company. LC Fund V GP Limited exercises voting and investment powers of the shares held by LC Fund V, L.P. and LC Parallel Fund V, L.P. and is managed by its board of directors, including Wang Chau, Hao Chen and Nengguang Wang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, LC Fund V. GP Limited may be deemed to beneficially own all of the shares held by LC Fund V, L.P. and LC Parallel Fund V, L.P.
The percentage of the class of securities beneficially owned by each of the reporting persons as of December 31, 2020 is based on 1,111,993,856 outstanding ordinary shares as a single class, being the sum of 1,071,183,995 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 13,159,335 Class A ordinary shares issued to the Issuers depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuers share incentive plan.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE 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
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable
ITEM 10. CERTIFICATIONS
Not applicable
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.
Dated: February 8, 2021
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|
|
LC Fund V. GP Limited |
By: |
/s/ Hao CHEN |
|
Name: |
Hao CHEN |
|
Title: |
Director |
|
|
|
LC Fund V, L.P. |
By: |
/s/ Hao CHEN |
|
Name: |
Hao CHEN |
|
Title: |
Executive |
|
|
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LC Parallel Fund V, L.P. |
By: |
/s/ Hao CHEN |
|
Name: |
Hao CHEN |
|
Title: |
Executive |
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of Uxin Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Signature page to follow]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 8, 2021.
LC Fund V. GP Limited |
By: |
/s/ Hao CHEN |
|
Name: |
Hao CHEN |
|
Title: |
Director |
|
|
|
LC Fund V, L.P. |
By: |
/s/ Hao CHEN |
|
Name: |
Hao CHEN |
|
Title: |
Executive |
|
|
|
LC Parallel Fund V, L.P. |
By: |
/s/ Hao CHEN |
|
Name: |
Hao CHEN |
|
Title: |
Executive |