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.     )*

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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 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	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 Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power 63,142,198
			6		Shared Voting Power 0
			7		Sole Dispositive Power 63,142,198
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 63,142,198
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row (9) 7.2%*
	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 Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018.

 

2

 

	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 Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power 58,795,583
			6		Shared Voting Power 0
			7		Sole Dispositive Power 58,795,583
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 58,795,583
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row (9) 6.7%*
	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 Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018.

 

3

 

	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 Shares Beneficially Owned by Each Reporting Person With:			5		Sole Voting Power 4,346,615
			6		Shared Voting Power 0
			7		Sole Dispositive Power 4,346,615
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 4,346,615
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row (9) 0.5%*
	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 Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2018.

 

4

 

Item 1(a).                  Name of Issuer:

 

Uxin Limited

 

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:

 

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

People’s Republic of China

 

LC Fund V, L.P.

16F, Tower B, Raycom Infotech Park

No. 2 Kexueyuan South Road, Zhongguancun

Haidian District, Beijing

People’s Republic of China

 

LC Parallel Fund V, L.P.

16F, Tower B, Raycom Infotech Park

No. 2 Kexueyuan South Road, Zhongguancun

Haidian District, Beijing

People’s 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 Issuer’s 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

 

5

 

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, 2018:

 

Reporting Person		Amount beneficially owned:		Percent of class:		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:
LC Fund V. GP Limited		63,142,198		7.2		63,142,198		0		63,142,198		0
LC Fund V, L.P.		58,795,583		6.7		58,795,583		0		58,795,583		0
LC Parallel Fund V, L.P.		4,346,615		0.5		4,346,615		0		4,346,615		0

 

LC Fund V, L.P., a limited partnership organized under Cayman Islands law, directly holds 58,795,583 Class A ordinary shares of the Issuer. LC Parallel Fund V, L.P., a limited partnership organized under Cayman Islands law, directly holds  4,346,615 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, 2018 is based on 880,659,899 outstanding ordinary shares as a single class, being the sum of 839,850,038 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 23,520,495 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.

 

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

 

6

 

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

 

7

 

LIST OF EXHIBITS

 

Exhibit No.		Description
99.1		Joint Filing Agreement

 

8

 

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: January 28, 2019

 

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

 

9

Exhibit 99.1

 

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 January 28, 2019.

 

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