[SCHEDULE 13D/A] Uxin Limited ADS SEC Filing

Rhea-AI Filing Summary

Amendment No. 1 to a Schedule 13D discloses that Abundant Grace Investment Limited ("Grace") directly holds 19,754,582,710 Class A ordinary shares of Uxin Limited (UXIN), representing 31.0% of the Class A shares outstanding based on 63,726,805,736 shares. NBNW Investment Limited (NBNW) and Bin Li are each deemed beneficial owners of 68.6% of Grace's holdings, equal to 13,556,558,762 Class A shares (21.3% of the class). The amendment reports multiple transfers on August 22, 2025 of 704,761,800; 440,476,200; 88,095,300; 750,000,000; and 150,000,000 Class A shares, each sold at US$0.0075 per share for aggregate consideration listed per tranche. On August 25, 2025 Grace distributed 882,310,965 Class A shares to a Grace shareholder for zero consideration. The filing incorporates a share purchase agreement as an exhibit and states no other transactions in the past 60 days beyond those disclosed.

Positive

• Detailed disclosure of ownership percentages, specific share counts, purchasers' consideration and incorporation of the share purchase agreement enhances transparency
• Large stake retained: Grace continues to hold 19,754,582,710 Class A shares representing 31.0% of the class

Negative

• Material share disposals on August 22, 2025 totaling 2,133,333,300 Class A shares sold across five tranches at US$0.0075 per share
• Distribution for zero consideration of 882,310,965 Class A shares on August 25, 2025 reduces clarity around ultimate beneficial ownership and may affect control dynamics

Insights

Financial Analyst

TL;DR: Major insider-held block remains large at 31% despite recent sales and a zero-consideration distribution.

The filing clearly quantifies ownership stakes: Grace holds 19.75 billion Class A shares (31.0%) and NBNW/Bin Li are attributed 13.56 billion shares (21.3%) via control of Grace. The amendment documents five discrete share transfers on August 22, 2025 at US$0.0075 per share and a distribution of 882.3 million shares on August 25, 2025 for zero consideration. These transactions materially change the immediate free float and show liquidity actions by a principal holder. The disclosure of the purchase agreement exhibit improves transparency for investors assessing dilution, block trades, and control dynamics.

Corporate Governance Expert

TL;DR: Significant insider dispositions and a gift/distribution raise governance and control-transfer questions for UXIN.

The amendment attributes beneficial ownership through a family-trust-controlled chain, with NBNW holding 68.6% of Grace's voting rights and Bin Li controlling NBNW. Reporting of multiple block sales and a later distribution for zero consideration is material to control and shareholder composition. The filing does not describe any change to voting arrangements beyond noted transfers, nor does it disclose the recipient(s) of the distribution, limiting visibility into potential shifts in voting power or related-party transfers. The explicit incorporation of the share purchase agreement provides contractual context for the reported sales.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Uxin Limited

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

91818X108

(CUSIP Number)

Ming Kong
Jones Day, 31st Floor, Edinburgh Tower, The Landmark, 15 Queen's Road Central
Hong Kong, K3, 000000
852-2526-6895

(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

Abundant Grace Investment 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 19,754,582,710.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 19,754,582,710.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

19,754,582,710.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7: Represents 19,754,582,710 Class A Ordinary Shares of the Issuer held by Abundant Grace Investment Limited ("Grace"). Note to Row 13: Percentage ownership is calculated based on a total of 63,726,805,736 Class A Ordinary Shares outstanding (excluding 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 of August 26, 2025.

SCHEDULE 13D

CUSIP No. 91818X108

1

Name of reporting person

NBNW Investment 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 0.00
8	Shared Voting Power 13,556,558,762.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,556,558,762.00

11

Aggregate amount beneficially owned by each reporting person

13,556,558,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8: NBNW Investment Limited ("NBNW") holds 68.6% of Grace's voting rights. Accordingly, NBNW is deemed to be the beneficial owner of 68.6% of the 19,754,582,710 Class A Ordinary Shares, or 13,556,558,762 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 63,726,805,736 Class A Ordinary Shares outstanding (excluding 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 of August 26, 2025.

SCHEDULE 13D

CUSIP No. 91818X108

1

Name of reporting person

Bin Li

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

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,556,558,762.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,556,558,762.00

11

Aggregate amount beneficially owned by each reporting person

13,556,558,762.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

21.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Note to Row 8: Bin Li indirectly controls NBNW, which holds 68.6% of Grace's voting rights. Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 68.6% of the 19,754,582,710 Class A Ordinary Shares, or 13,556,558,762 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 63,726,805,736 Class A Ordinary Shares outstanding (excluding 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 of August 26, 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 Limited
(c)	Address of Issuer's Principal Executive Offices: 21/F, Donghuang Building, No. 16 Guangshun South Avenue, Beijing, CHINA , 100102.
Item 1 Comment: This Amendment No.1 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, Beijing 100102, People's Republic of China. This Amendment supplements and amends the statement on Schedule 13D filed on April 2, 2025 (the "Original Statement"). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Original Statement. Other than as amended by this Amendment, the disclosures in the Original Statement are unchanged. Responses to each item of this Amendment are incorporated by reference into the responses to each other item, as applicable.
Item 2.	Identity and Background
(a)	Item 2 (a) of the Original Statement is hereby amended by (i) restating the second paragraph of Item 2(a) of the Original Statement with the first paragraph below, and (ii) adding the second paragraph below to the end: Grace directly holds 19,754,582,710 Class A Ordinary Shares of the Issuer. NBNW holds 68.6% of Grace's voting rights. NBNW is a holding company indirectly and wholly owned by a family trust set up by Bin Li. Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 68.6% of the 19,754,582,710 Class A Ordinary Shares, or 13,556,558,762 Class A Ordinary Shares, of the Issuer directly held by Grace. On August 22, Grace transferred to third-party buyers 704,761,800 Class A Ordinary Shares, 440,476,200 Class A Ordinary Shares, 88,095,300 Class A Ordinary Shares, 750,000,000 Class A Ordinary Shares and 150,000,000 Class A Ordinary Shares for a consideration of US$5,285,714, US$3,303,572, US$660,715, US$5,625,000 and US$1,125,000, respectively. On August 25, 2025, Grace made a distribution of 882,310,965 Class A Ordinary Shares to a shareholder of Grace for zero consideration.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 (a-b) of the Original Statement is hereby amended by (i) restating the first paragraph of Item 5 (a-b) of the Original Statement with the first paragraph below, and (ii) adding the second paragraph 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 a total of 63,726,805,736 Class A Ordinary Shares outstanding (excluding 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 of August 26, 2025. On August 22, Grace transferred to third-party buyers 704,761,800 Class A Ordinary Shares, 440,476,200 Class A Ordinary Shares, 88,095,300 Class A Ordinary Shares, 750,000,000 Class A Ordinary Shares and 150,000,000 Class A Ordinary Shares for a consideration of US$5,285,714, US$3,303,572, US$660,715, US$5,625,000 and US$1,125,000, respectively, each at the price of US$0.0075 per Class A Ordinary Share and pursuant to a share purchase agreement substantially in the form of Exhibit 99.1 attached hereto. On August 25, 2025. Grace made a distribution of 882,310,965 Class A Ordinary Shares to a shareholder of Grace for zero consideration.
(c)	Item 5 (c) of the Original Statement is hereby amended and restated with the following: None of the Reporting Persons has engaged in any transaction in the Issuer's securities during the past sixty days other than as disclosed herein.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Original Statement is hereby amended and supplemented by adding the following to the end: The last paragraph of Item 5(a-b) is incorporated by reference herein.
Item 7.	Material to be Filed as Exhibits.
	99.1 Form of Share Purchase Agreement (incorporated herein by reference to Exhibit 99.1 to Amendment No. 13 to the Old Schedule 13D, filed on February 26, 2025) https://www.sec.gov/Archives/edgar/data/1729173/000149315225008293/ex99-1.htm

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.

Abundant Grace Investment Limited

Signature:	/s/ Viva Mao
Name/Title:	Viva Mao, Director
Date:	08/26/2025

NBNW Investment Limited

Signature:	/s/ Bin Li
Name/Title:	Bin Li, Director
Date:	08/26/2025

Bin Li

Signature:	/s/ Bin Li
Name/Title:	Bin Li
Date:	08/26/2025

FAQ

How many Class A shares of UXIN does Abundant Grace Investment Limited report owning?

The filing reports Abundant Grace Investment Limited owns 19,754,582,710 Class A shares, equal to 31.0% of outstanding Class A shares based on 63,726,805,736 shares.

How many shares is NBNW Investment Limited deemed to beneficially own for UXIN?

NBNW is deemed to beneficially own 13,556,558,762 Class A shares, representing 21.3% of the Class A shares outstanding.

What share transactions did Grace disclose on August 22, 2025?

Grace disclosed transfers on August 22, 2025 of 704,761,800, 440,476,200, 88,095,300, 750,000,000, and 150,000,000 Class A shares, each sold at US$0.0075 per share.

Was there any distribution of UXIN shares reported in the amendment?

Yes. On August 25, 2025, Grace made a distribution of 882,310,965 Class A shares to a shareholder of Grace for zero consideration.

Does the amendment indicate other transactions in the past 60 days?

The filing states that none of the reporting persons engaged in any transactions in the Issuer's securities during the past 60 days other than those disclosed in this amendment.

Where can investors find the share purchase agreement referenced in the filing?

The filing references Exhibit 99.1 and provides a link to the form of the share purchase agreement filed previously: https://www.sec.gov/Archives/edgar/data/1729173/000149315225008293/ex99-1.htm.