This Amendment No. 11 to a Schedule 13D reports purchases of Uxin Ltd Class A ordinary shares and updates beneficial ownership for a group of affiliated reporting persons. The filing states the calculation of percentages assumes 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 shares reserved for ADS awards). On August 22, 2025, Joy Capital III, L.P. acquired 704,761,800 Class A Ordinary Shares from Abundant Grace Investment Limited for US$5,285,714 (US$0.0075 per share). On August 22, 2025, Brightest Sky Limited acquired 440,476,200 Class A Ordinary Shares from Abundant Grace Investment Limited for US$3,303,572 (US$0.0075 per share). The cover pages show Astral Success Limited holds 17,496,912,310 shares (28.3%), Joy Capital III holds 704,761,800 shares (bringing its aggregate to 18,201,674,110 or 29.4% for combined reporting), Brightest holds 1,469,706,336 shares (2.4%), and combined affiliated entities report up to 19,671,380,446 shares (31.8%). The filing attaches English translations of the two share purchase agreements as Exhibits 99.1 and 99.2.
Positive
Documented purchases with purchase agreements attached as Exhibits 99.1 and 99.2
Clear disclosure of share counts and basis for percentage calculations using issuer-disclosed outstanding shares
Source of funds for the acquisitions is stated (investor capital/contributions)
Negative
No information provided about any change in voting agreements or plans for control despite increased ownership
Percentage calculations exclude 1,698,913,492 reserved ADS shares, which could affect percent interests if issued
Insights
TL;DR: Affiliated investors acquired additional Class A shares at US$0.0075 each, increasing aggregate beneficial ownership to as much as 31.8% based on the stated share count.
The purchases on August 22, 2025 are documented by share purchase agreements and recorded at a unit price of US$0.0075. The transactions increased record holdings across affiliated entities, with Astral holding 17,496,912,310 shares and combined affiliated holdings reported at 19,671,380,446 shares using the issuer's July 28, 2025 outstanding share figure. The filing uses the issuer-disclosed outstanding share base and excludes 1,698,913,492 shares reserved for ADS awards in the calculation. These are material ownership disclosures under Rule 13d-3 and are properly memorialized by the attached agreements.
TL;DR: The amendment documents cross-entity holdings and contract details, clarifying source of funds and ownership percentages for related parties.
The amendment supplements prior Schedule 13D filings and confirms source of funds for Joy III and Brightest were investor capital and contributions from Joy IV, respectively. It restates and consolidates beneficial ownership across multiple affiliated vehicles and attaches translations of the purchase agreements as exhibits, supporting transparency of the transactions and relationships among reporting persons.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
Uxin Ltd
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
91818X108
(CUSIP Number)
Ning Zhang 19th Floor, Edinburgh Tower,
The Landmark, 15 Queen's Road Central Hong Kong,
K3,
000000 852-3551-8690
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
08/22/2025
(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.
The information required on 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).
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Astral Success Limited
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
17,496,912,310.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
17,496,912,310.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
17,496,912,310.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
28.3 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital Opportunity, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
17,496,912,310.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
17,496,912,310.00
11
Aggregate amount beneficially owned by each reporting person
17,496,912,310.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
28.3 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital Opportunity GP, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
17,496,912,310.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
17,496,912,310.00
11
Aggregate amount beneficially owned by each reporting person
17,496,912,310.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
28.3 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital II, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
17,496,912,310.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
17,496,912,310.00
11
Aggregate amount beneficially owned by each reporting person
17,496,912,310.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
28.3 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital II GP, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
17,496,912,310.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
17,496,912,310.00
11
Aggregate amount beneficially owned by each reporting person
17,496,912,310.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
28.3 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital III, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
704,761,800.00
8
Shared Voting Power
17,496,912,310.00
9
Sole Dispositive Power
704,761,800.00
10
Shared Dispositive Power
17,496,912,310.00
11
Aggregate amount beneficially owned by each reporting person
18,201,674,110.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
29.4 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 704,761,800 Class A Ordinary Shares of the Issuer held of record by Joy III.
Note to 8 and 10: Represents 17,496,912,310 Class A Ordinary Shares of the Issuer held of record by Astral.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital III GP, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
18,201,674,110.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
18,201,674,110.00
11
Aggregate amount beneficially owned by each reporting person
18,201,674,110.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
29.4 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 18,201,674,110 Class A Ordinary Shares of the Issuer held of record by Astral and Joy III, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 704,761,800 Class A Ordinary Shares held by Joy III.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital GP, Ltd.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
19,671,380,446.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
19,671,380,446.00
11
Aggregate amount beneficially owned by each reporting person
19,671,380,446.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
31.8 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 19,671,380,446 Class A Ordinary Shares of the Issuer held of record by Astral, Joy III and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, (ii) 704,761,800 Class A Ordinary Shares held by Joy III, and (iii) 1,469,706,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital IV, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
18,966,618,646.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
18,966,618,646.00
11
Aggregate amount beneficially owned by each reporting person
18,966,618,646.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
30.7 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 18,966,618,646 Class A Ordinary Shares of the Issuer held of record by Astral and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,469,706,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
Joy Capital IV GP, L.P.
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
0.00
8
Shared Voting Power
18,966,618,646.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
18,966,618,646.00
11
Aggregate amount beneficially owned by each reporting person
18,966,618,646.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
30.7 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 18,966,618,646 Class A Ordinary Shares of the Issuer held of record by Astral and Brightest, respectively, which is the sum of (i) 17,496,912,310 Class A Ordinary Shares held by Astral, and (ii) 1,469,706,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
CUSIP No.
91818X108
1
Name of reporting person
BRIGHTEST SKY LIMITED
2
Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
3
SEC use only
4
Source of funds (See Instructions)
OO
5
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
6
Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
7
Sole Voting Power
1,469,706,336.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
1,469,706,336.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
1,469,706,336.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
2.4 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 1,469,706,336 Class A Ordinary Shares of the Issuer held of record by Brightest.
Note to 13: The calculation assumes that there is a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025.
SCHEDULE 13D
Item 1.
Security and Issuer
(a)
Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share
(b)
Name of Issuer:
Uxin Ltd
(c)
Address of Issuer's Principal Executive Offices:
21/F, Donghuang Building, No. 16 Guangshun South Avenue, Chaoyang, Beijing,
CHINA
, 100102.
Item 1 Comment:
This Amendment No. 11 to the statement on Schedule 13D (this "Amendment") relates to the Class A ordinary shares, par value US$0.0001 per share (the "Class A Ordinary Shares"), of Uxin Limited, a company organized under the laws of the Cayman Islands (the "Issuer"), whose principal executive offices are located at 21/F, Donghuang Building, No. 16 Guangshun South Avenue, Chaoyang District, Beijing 100102, People's Republic of China.
This Amendment supplements and amends the statement on Schedule 13D, Schedule 13D Amendment No. 1, Schedule 13D Amendment No. 2, Schedule 13D Amendment No. 3, Schedule 13D Amendment No. 4, Schedule 13D Amendment No. 5, Schedule 13D Amendment No. 6, Schedule 13D Amendment No. 7, Schedule 13D Amendment No. 8, Schedule 13D Amendment No. 9 and Schedule 13D Amendment No. 10 filed on July 22, 2021, November 16, 2021, January 26, 2022, March 29, 2022, July 5, 2022, August 2, 2022, January 19, 2023, June 7, 2023, August 23, 2023, March 26, 2024 and January 15, 2025, respectively (as amended, the "Initial Statements"). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statements. Other than as amended by this Amendment, the disclosures in the Initial Statements are unchanged. Responses to each item of this Amendment are incorporated by reference into the responses to each other item, as applicable.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Initial Statements is hereby amended and supplemented by adding the following two paragraphs to the end:
The net investment cost of the Class A Ordinary Shares purchased by Joy III was $5,285,714. The funds used to acquire the Issuer's securities were from the investment capital contributed to Joy III by its investors.
The net investment cost of the Class A Ordinary Shares purchased by Brightest was $3,303,572. The funds used to acquire the Issuer's securities were from the investment capital contributed to Brightest by Joy IV.
Item 5.
Interest in Securities of the Issuer
(a)
Item 5 (a-b) of the Initial Statements is hereby amended by (i) restating the first paragraph of Item 5 (a-b) with the first paragraph below, and (ii) adding the second and third paragraphs below to the end:
The information in the cover pages of this Schedule 13D is incorporated by reference. The calculation of the beneficial ownership percentage of the outstanding Class A Ordinary Shares is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act and assumes that there is currently a total of 61,809,961,258 Class A Ordinary Shares outstanding (excluding 1,698,913,492 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on July 28, 2025. The Reporting Persons' beneficial ownership of the Class A Ordinary Shares reported as beneficially owned herein includes (i) 17,496,912,310 Class A Ordinary Shares held by Astral, (ii) 704,761,800 Class A Ordinary Shares held by Joy III, and (ii) 1,469,706,336 Class A Ordinary Shares held by Brightest.
On August 22, 2025, Joy III acquired 704,761,800 Class A Ordinary Shares from Abundant Grace Investment Limited for a total consideration of US$5,285,714 at the price of US$0.0075 per Class A Ordinary Share pursuant to a share purchase agreement entered into between Abundant Grace Investment Limited and Joy III on August 20, 2025 (the "Share Purchase Agreement I"), the reference English translation of which is attached hereto as Exhibit 99.1.
On August 22, 2025, Brightest acquired 440,476,200 Class A Ordinary Shares from Abundant Grace Investment Limited for a total consideration of US$3,303,572 at the price of US$0.0075 per Class A Ordinary Share pursuant to a share purchase agreement entered into between Abundant Grace Investment Limited and Brightest on August 20, 2025 (the "Share Purchase Agreement II"), the reference English translation of which is attached hereto as Exhibit 99.2.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 of the Initial Statements is hereby amended and supplemented by adding the following paragraphs to the end:
Share Purchase Agreement I and Share Purchase Agreement II
The last two paragraphs of Item 5 (a-b) are incorporated by reference herein.
Item 7.
Material to be Filed as Exhibits.
99.1 Share Purchase Agreement I (English Translation)
99.2 Share Purchase Agreement II (English Translation)
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.
What transactions does the Schedule 13D/A for UXIN disclose?
Answer: It discloses that on August 22, 2025 Joy Capital III acquired 704,761,800 Class A shares for US$5,285,714 and Brightest acquired 440,476,200 Class A shares for US$3,303,572, each at US$0.0075 per share.
How much of UXIN's Class A shares do the reporting persons beneficially own after these transactions?
Answer: The filing reports Astral holds 17,496,912,310 shares (28.3%), Joy III aggregate reporting reaches 18,201,674,110 shares (29.4%), Brightest holds 1,469,706,336 shares (2.4%), and combined affiliated entities report 19,671,380,446 shares (31.8%), based on the issuer's stated outstanding shares.
What share count did the filing use to calculate percentages for UXIN?
Answer: The filing uses a total of 61,809,961,258 Class A Ordinary Shares outstanding as disclosed by the issuer on its Form F-3/A filed July 28, 2025, excluding 1,698,913,492 reserved ADS shares.
Are there agreements supporting the disclosed purchases in the filing?
Answer: Yes, the filing attaches English translations of two share purchase agreements as Exhibits 99.1 and 99.2.
What was the source of funds for the acquisitions reported in the Schedule 13D/A?
Answer: The filing states the funds for Joy III's purchases came from investment capital contributed by its investors and Brightest's purchases were funded by investment capital contributed by Joy IV.
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