UXIN filing: Fame Dragon acquires 1.827B shares; Nio Capital 15.9% stake

Rhea-AI Filing Summary

Uxin Limited Schedule 13D/A amends prior disclosures to report changes in beneficial ownership among related reporting persons. Fame Dragon Global acquired 1,827,193,717 Class A ordinary shares on August 22, 2025, for a purchase price of US$8,876,507. The filing restates that Abundant Glory Investment L.P. ("Glory") holds 617,538,082 shares (about 1.0% of Class A), Fame holds 4,914,884,125 shares (7.7%), Eve One Fund II L.P. ("Eve One II") is deemed to own 9,515,226,002 shares (14.9%), and Nio Capital II LLC is deemed to own 10,132,764,084 shares (15.9%) based on 63,726,805,736 Class A shares outstanding used for the calculation.

The amendment ties these holdings to parent/affiliate relationships: Fame is a subsidiary of Eve One II; Eve One II holds voting rights in Abundant Grace Investment Limited; and Nio Capital is general partner of Eve One II and Glory. Other disclosures from the original Schedule 13D remain unchanged, and the filing states no other transactions in the past 60 days except the disclosed acquisition.

Positive

• Fame Dragon acquired 1,827,193,717 Class A shares on August 22, 2025, increasing disclosed holdings.
• Clear attribution of ownership across related entities (Glory, Fame, Eve One II, Nio Capital) enhances transparency about who holds voting and dispositive power.
• Aggregated beneficial ownership reported with precise share counts and percentages based on 63,726,805,736 Class A shares outstanding.

Negative

• None.

Insights

Financial Analyst

TL;DR: Related parties increased reported Class A holdings, with Fame’s August 22 acquisition raising its stake by 1.8 billion shares for US$8.88 million.

The amendment documents a significant transfer of economic interest into Fame Dragon Global Limited via a single share subscription on August 22, 2025. The filing clarifies ownership ladders: Glory (1.0%), Fame (7.7%), Eve One II (14.9%) and Nio Capital (15.9%), calculated on 63.7 billion Class A shares outstanding. From a capital-markets perspective, the acquisition amount (US$8.88 million) versus the share count implies a very low per-share paid price as disclosed; the filing provides fact-only disclosure of the transaction and ownership attribution but does not include valuation rationale, financing details beyond "OO" source-of-funds code, or plans affecting the issuer’s operations.

Corporate Governance Expert

TL;DR: The amendment clarifies control relationships and updates beneficial ownership; no new governance actions or agreements are disclosed.

The filing emphasizes affiliation and attribution among entities: parent-subsidiary and general-partner relationships drive aggregation of voting and dispositive power, producing a combined reported stake of 15.9% for Nio Capital II LLC. The amendment does not allege any new voting agreements, board changes, or strategic arrangements with the issuer; it is a compliance-focused update to report the share subscription and to correct or restate prior identity/background and Item 5 disclosures. Material governance changes would require additional specified disclosures, which are not present here.

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 Glory Investment 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

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 617,538,082.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 617,538,082.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

617,538,082.00

12

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

13

Percent of class represented by amount in Row (11)

1.0 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7: Represents 617,538,082 Class A Ordinary Shares of the Issuer held by Abundant Glory Investment L.P. ("Glory"). 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

Fame Dragon Global 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 4,914,884,125.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,914,884,125.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,914,884,125.00

12

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

13

Percent of class represented by amount in Row (11)

7.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7: Represents 4,914,884,125 Class A Ordinary Shares of the Issuer held by Fame Dragon Global Limited ("Fame"). 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

Eve One Fund 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 9,515,226,002.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,515,226,002.00

11

Aggregate amount beneficially owned by each reporting person

9,515,226,002.00

12

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

13

Percent of class represented by amount in Row (11)

14.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Note to Row 8: Eve One Fund II L.P. ("Eve One II") holds 23.3% voting rights of Abundant Grace Investment Limited("Grace"), which directly holds 19,754,582,710 Class A Ordinary Shares of the Issuer. Accordingly, Eve One II is deemed to be the beneficial owner of 23.3% of the 19,754,582,710 Class A Ordinary Shares, or 4,600,341,877 Class A Ordinary Shares, of the Issuer directly held by Grace. In addition, Eve One II is the parent company of Fame, and therefore Eve One II is deemed to be the beneficial owner of 4,914,884,125 Class A Ordinary Shares of the Issuer directly held by Fame. 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

Nio Capital II LLC

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 10,132,764,084.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,132,764,084.00

11

Aggregate amount beneficially owned by each reporting person

10,132,764,084.00

12

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

13

Percent of class represented by amount in Row (11)

15.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8: NIO Capital II LLC ("NIO Capital") is the general partner of Eve One II and Glory. Accordingly, NIO Capital is deemed to be the beneficial owner of 9,515,226,002 Class A Ordinary Shares of the Issuer ascribed to Eve One II and 617,538,082 Class A Ordinary Shares of the Issuer ascribed to Glory. 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 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: Glory directly holds 617,538,082 Class A Ordinary Shares of the Issuer. Fame directly holds 4,914,884,125 Class A Ordinary Shares of the Issuer. Eve One II holds 23.3% voting rights of Abundant Grace Investment Limited ("Grace"), which directly holds 19,754,582,710 Class A Ordinary Shares of the Issuer. Eve One II is also the parent company of Fame. Nio Capital is the general partner of Eve One II and Glory. On August 22, 2025, Fame acquired 1,827,193,717 Class A Ordinary Shares of the Issuer for a purchase price of US$8,876,507 pursuant to the Share Subscription Agreement dated March 4, 2025, between Fame and the Issuer.
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, 2025, Fame acquired 1,827,193,717 Class A Ordinary Shares of the Issuer for a purchase price of US$8,876,507 pursuant to the Share Subscription Agreement, dated March 4, 2025, between Fame and the Issuer.
(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.

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 Glory Investment L.P.

Signature:	/s/ Yan Zhu
Name/Title:	Yan Zhu, Authorized Signatory of Nio Capital II LLC, as general partner
Date:	08/26/2025

Fame Dragon Global Limited

Signature:	/s/ Iris Bai
Name/Title:	Iris Bai, Authorized Signatory
Date:	08/26/2025

Eve One Fund II L.P.

Signature:	/s/ Yan Zhu
Name/Title:	Yan Zhu, Authorized Signatory of Nio Capital II LLC, as general partner
Date:	08/26/2025

Nio Capital II LLC

Signature:	/s/ Yan Zhu
Name/Title:	Yan Zhu, Authorized Signatory
Date:	08/26/2025

FAQ

What did Fame Dragon Global acquire in the Schedule 13D/A filing for UXIN?

Fame Dragon Global acquired 1,827,193,717 Class A ordinary shares of Uxin Limited on August 22, 2025 for US$8,876,507 pursuant to a Share Subscription Agreement dated March 4, 2025.

How many Class A shares does Nio Capital II LLC report beneficially owning in the amendment?

Nio Capital II LLC is reported as the beneficial owner of 10,132,764,084 Class A ordinary shares, representing 15.9% based on the filing's outstanding share count.

What total share count is used to calculate the ownership percentages in the filing?

Percentages are calculated using 63,726,805,736 Class A ordinary shares outstanding (with specific exclusions noted for shares reserved for ADS issuance under the issuer's share incentive plan).

Does the Schedule 13D/A report any other transactions in the past 60 days?

The filing states no other transactions in the past 60 days by the reporting persons other than the disclosed acquisition by Fame.

How are Eve One Fund II L.P.’s holdings determined in this filing?

Eve One II is deemed to beneficially own shares through (1) its 23.3% voting rights of Abundant Grace Investment Limited (attributing 4,600,341,877 of Grace’s shares) and (2) its status as parent of Fame (attributing 4,914,884,125), totaling 9,515,226,002 shares or 14.9%.