Uxin director-linked entities restructure 907.9M shares

Uxin Ltd director-linked entities report internal share restructuring.

Rhea-AI Filing Summary

Uxin Ltd director-linked entities report internal share restructuring. On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A ordinary shares of Uxin Limited to Joy Capital III, L.P. for nil consideration, and 349,203,000 Class A ordinary shares to Brightest for nil consideration.

The filing explains that Astral Success Limited, BRIGHTEST SKY LIMITED and Joy Capital III, L.P. together hold large blocks of Uxin Class A ordinary shares and are ultimately controlled by Liu Erhai. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in them. The transactions are coded as “other” and reflect restructuring rather than market purchases or sales.

Insider Trade Summary

Other: 907,928,100 shares

Other 2 txns

Insider Liu Erhai

Role Director

Type	Security	Shares	Price	Value
Other	Class A ordinary shares	558,725,100	$0.00	$0.00
Other	Class A ordinary shares	349,203,000	$0.00	$0.00

Holdings After Transaction: Class A ordinary shares — 20,579,308,546 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A ordinary shares of Uxin Limited held by it to one of its shareholders Joy Capital III, L.P. for nil consideration.
2. F2. Includes (i) 17,496,912,310 Class A ordinary shares of Uxin Limited held by Astral Success Limited, (ii) 1,469,706,336 Class A ordinary shares of Uxin Limited held by BRIGHTEST SKY LIMITED, and (iii) 1,263,486,900 Class A ordinary shares of Uxin Limited held by Joy Capital III, L.P. Each of the foregoing entities is ultimately controlled by the reporting person. The reporting person disclaims the beneficial ownership of the securities of Uxin Limited held by such entities, except to the extent of his pecuniary interest therein.
3. F3. On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A ordinary shares of Uxin Limited held by it to one of its shareholders Brightest for nil consideration.
4. F4. Includes (i) 17,496,912,310 Class A ordinary shares of Uxin Limited held by Astral Success Limited, (ii) 1,818,909,336 Class A ordinary shares of Uxin Limited held by BRIGHTEST SKY LIMITED, and (iii) 1,263,486,900 Class A ordinary shares of Uxin Limited held by Joy Capital III, L.P. Each of the foregoing entities is ultimately controlled by the reporting person. The reporting person disclaims the beneficial ownership of the securities of Uxin Limited held by such entities, except to the extent of his pecuniary interest therein.

Key Figures

Restructuring shares total: 907,928,100 shares Distribution to Joy Capital III, L.P.: 558,725,100 shares Distribution to Brightest: 349,203,000 shares +3 more

6 metrics

Restructuring shares total 907,928,100 shares Class A ordinary shares involved in J-code restructuring transactions

Distribution to Joy Capital III, L.P. 558,725,100 shares Class A ordinary shares distributed by Abundant Grace for nil consideration on May 14, 2026

Distribution to Brightest 349,203,000 shares Class A ordinary shares distributed by Abundant Grace for nil consideration on May 14, 2026

Astral Success Limited holdings 17,496,912,310 shares Class A ordinary shares of Uxin Limited held by Astral Success Limited as referenced in footnotes

BRIGHTEST SKY LIMITED holdings 1,818,909,336 shares Class A ordinary shares of Uxin Limited held by BRIGHTEST SKY LIMITED after distribution to Brightest

Joy Capital III, L.P. holdings 1,263,486,900 shares Class A ordinary shares of Uxin Limited held by Joy Capital III, L.P.

Key Terms

Class A ordinary shares, Form 4, beneficial ownership, pecuniary interest, +1 more

5 terms

Class A ordinary shares financial

"Class A ordinary shares of Uxin Limited held by it to one of its shareholders"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Form 4 regulatory

"INSIDER FILING DATA (Form 4): { "issuerName": "Uxin Ltd""

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

beneficial ownership financial

"The reporting person disclaims the beneficial ownership of the securities of Uxin Limited held by such entities"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

indirect ownership financial

""direct_or_indirect": "I", "nature_of_ownership": "See Footnote""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Uxin (UXIN) disclose for May 14, 2026?

Uxin reported that Abundant Grace Investment Limited distributed 558,725,100 and 349,203,000 Class A ordinary shares to Joy Capital III, L.P. and Brightest, respectively, for nil consideration. These are coded as “other” transactions, indicating internal restructuring rather than open-market buying or selling.

Did Uxin (UXIN) director Liu Erhai buy or sell shares in this Form 4?

The Form 4 does not show Liu Erhai buying or selling shares in the market. Instead, it reports “other” transactions where an affiliated entity, Abundant Grace Investment Limited, redistributed Class A ordinary shares among entities he ultimately controls, with no cash consideration paid.

How many Uxin (UXIN) shares were involved in the restructuring transactions?

The restructuring covered 907,928,100 Class A ordinary shares in total, combining 558,725,100 shares distributed to Joy Capital III, L.P. and 349,203,000 shares distributed to Brightest. The filing classifies these as internal reallocations at nil consideration, not traditional purchases or sales.

Which entities associated with Uxin (UXIN) director Liu Erhai hold Class A ordinary shares?

The filing states that Astral Success Limited, BRIGHTEST SKY LIMITED and Joy Capital III, L.P. hold large positions in Uxin Class A ordinary shares. Each of these entities is ultimately controlled by Liu Erhai, though he disclaims beneficial ownership except for his pecuniary interest.

What does it mean that Uxin (UXIN) shares were distributed for nil consideration?

Nil consideration means the recipients paid no cash or other value for the shares. In this Form 4, Abundant Grace Investment Limited transferred Uxin Class A ordinary shares to Joy Capital III, L.P. and Brightest as part of an internal restructuring rather than a sale transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 09:00 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Liu Erhai

(Last) (First) (Middle)

NO. 16 GUANGSHUN S. AVENUE,

CHAOYANG DISTRICT

(Street)

BEIJING 100102

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Uxin Ltd [ UXIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	05/14/2026		J(1)		558,725,100	A	$0	20,230,105,546(2)	I	See Footnote(2)
Class A ordinary shares	05/14/2026		J(3)		349,203,000	A	$0	20,579,308,546(4)	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A ordinary shares of Uxin Limited held by it to one of its shareholders Joy Capital III, L.P. for nil consideration.

2. Includes (i) 17,496,912,310 Class A ordinary shares of Uxin Limited held by Astral Success Limited, (ii) 1,469,706,336 Class A ordinary shares of Uxin Limited held by BRIGHTEST SKY LIMITED, and (iii) 1,263,486,900 Class A ordinary shares of Uxin Limited held by Joy Capital III, L.P. Each of the foregoing entities is ultimately controlled by the reporting person. The reporting person disclaims the beneficial ownership of the securities of Uxin Limited held by such entities, except to the extent of his pecuniary interest therein.

3. On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A ordinary shares of Uxin Limited held by it to one of its shareholders Brightest for nil consideration.

4. Includes (i) 17,496,912,310 Class A ordinary shares of Uxin Limited held by Astral Success Limited, (ii) 1,818,909,336 Class A ordinary shares of Uxin Limited held by BRIGHTEST SKY LIMITED, and (iii) 1,263,486,900 Class A ordinary shares of Uxin Limited held by Joy Capital III, L.P. Each of the foregoing entities is ultimately controlled by the reporting person. The reporting person disclaims the beneficial ownership of the securities of Uxin Limited held by such entities, except to the extent of his pecuniary interest therein.

	/s/ Erhai Liu	05/15/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)