Joy Capital-affiliated entities and related vehicles filed Amendment No. 12 to their Schedule 13D on Uxin Ltd, updating their holdings of Class A ordinary shares. Joy Capital GP, Ltd. reports beneficial ownership of 20,579,308,546 Class A shares, or 31.2% of the class, including shares held by Astral Success Limited, Joy Capital III, L.P. and Brightest Sky Limited.
The calculation is based on 65,953,268,518 Class A shares outstanding, excluding 1,632,099,892 shares issued to the depositary bank for future ADS issuances. On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 shares to Joy Capital III, L.P. and 349,203,000 shares to Brightest Sky Limited for nil consideration, shifting ownership within the Joy Capital investment structure.
Positive
None.
Negative
None.
Insights
Large holder updates Uxin stake structure around 31% of Class A.
The filing shows Joy Capital-linked entities collectively reporting significant beneficial ownership of Uxin’s Class A ordinary shares. Joy Capital GP, Ltd. attributes 20,579,308,546 shares, or 31.2% of the class, across Astral Success Limited, Joy Capital III, L.P. and Brightest Sky Limited.
Key changes stem from internal distributions by Abundant Grace Investment Limited on May 14, 2026, moving 558,725,100 shares to Joy III and 349,203,000 shares to Brightest for nil consideration. These are non-cash transfers within the broader investor structure, so the overall economic exposure reported by the group remains high but reallocated among affiliated funds.
The ownership percentages rely on a base of 65,953,268,518 Class A shares outstanding, excluding 1,632,099,892 shares issued to the depositary bank for future ADS-related awards. Future ownership updates will depend on additional internal transfers or external share transactions disclosed in subsequent beneficial ownership statements.
Key Figures
Astral Success holding:17,496,912,310 Class A sharesJoy Capital GP aggregate holding:20,579,308,546 Class A sharesJoy Capital III holding:1,263,486,900 Class A shares+5 more
8 metrics
Astral Success holding17,496,912,310 Class A sharesBeneficially owned; 26.5% of Uxin Class A
Joy Capital GP aggregate holding20,579,308,546 Class A sharesBeneficially owned; 31.2% of Uxin Class A
Joy Capital III holding1,263,486,900 Class A sharesDirectly held by Joy III
Brightest Sky holding1,818,909,336 Class A sharesDirectly held; 2.8% of Uxin Class A
Shares distributed to Joy III558,725,100 Class A sharesDistribution from Abundant Grace on May 14, 2026
Shares distributed to Brightest349,203,000 Class A sharesDistribution from Abundant Grace on May 14, 2026
Shares outstanding base65,953,268,518 Class A sharesUsed to calculate ownership percentages
Shares issued to depositary bank1,632,099,892 Class A sharesFor bulk ADS issuance under share incentive plan
Key Terms
beneficial ownership, nil consideration, dispositive power, ADSs, +2 more
6 terms
beneficial ownershipfinancial
"The Reporting Persons' beneficial ownership of the Class A Ordinary Shares reported as beneficially owned herein includes..."
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.
nil considerationfinancial
"distributed 558,725,100 Class A Ordinary Shares held by it to one of its shareholders Joy III for nil consideration."
dispositive powerfinancial
"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power..."
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
ADSsfinancial
"excluding 1,632,099,892 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved..."
Schedule 13Dregulatory
"filed a statement on Schedule 13G to report the acquisition that is the subject of this..."
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
Form 20-Fregulatory
"as disclosed by the Issuer on its Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026."
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
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)
05/14/2026
(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).
schemaVersion:
SCHEDULE 13D
CUSIP Number(s):
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)
26.5 %
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 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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)
26.5 %
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 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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)
26.5 %
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 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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)
26.5 %
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 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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)
26.5 %
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 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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
1,263,486,900.00
8
Shared Voting Power
17,496,912,310.00
9
Sole Dispositive Power
1,263,486,900.00
10
Shared Dispositive Power
17,496,912,310.00
11
Aggregate amount beneficially owned by each reporting person
18,760,399,210.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
28.4 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 1,263,486,900 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 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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
18,760,399,210.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
18,760,399,210.00
11
Aggregate amount beneficially owned by each reporting person
18,760,399,210.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
28.4 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 18,760,399,210 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) 1,263,486,900 Class A Ordinary Shares held by Joy III.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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
20,579,308,546.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
20,579,308,546.00
11
Aggregate amount beneficially owned by each reporting person
20,579,308,546.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
31.2 %
14
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 20,579,308,546 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) 1,263,486,900 Class A Ordinary Shares held by Joy III, and (iii) 1,818,909,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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
19,315,821,646.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
19,315,821,646.00
11
Aggregate amount beneficially owned by each reporting person
19,315,821,646.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
29.3 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 19,315,821,646 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) 1,818,909,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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
19,315,821,646.00
9
Sole Dispositive Power
0.00
10
Shared Dispositive Power
19,315,821,646.00
11
Aggregate amount beneficially owned by each reporting person
19,315,821,646.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
29.3 %
14
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Note to 8 and 10: Represents 19,315,821,646 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) 1,818,909,336 Class A Ordinary Shares held by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
SCHEDULE 13D
CUSIP Number(s):
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
1,818,909,336.00
8
Shared Voting Power
0.00
9
Sole Dispositive Power
1,818,909,336.00
10
Shared Dispositive Power
0.00
11
Aggregate amount beneficially owned by each reporting person
1,818,909,336.00
12
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
13
Percent of class represented by amount in Row (11)
2.8 %
14
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Note to 7 and 9: Represents 1,818,909,336 Class A Ordinary Shares of the Issuer held of record by Brightest.
Note to 13: The calculation assumes that there is a total of 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026.
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. 12 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").
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, Schedule 13D Amendment No. 10 and Schedule 13D Amendment No. 11 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, January 15, 2025 and August 26, 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:
On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A Ordinary Shares held by it to one of its shareholders Joy III for nil consideration. The funds used by Joy III to acquire the equity interest of Abundant Grace Investment Limited (as a result of which, Joy III acquired indirect equity interest of the Issuer) were from the investment capital contributed to Joy III by its investors.
On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A Ordinary Shares held by it to one of its shareholders Brightest for nil consideration. The funds used by Brightest to acquire the equity interest of Abundant Grace Investment Limited (as a result of which, Brightest acquired indirect equity interest of the Issuer) 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 65,953,268,518 Class A Ordinary Shares outstanding (excluding 1,632,099,892 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 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2026. 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) 1,263,486,900 Class A Ordinary Shares held by Joy III, and (ii) 1,818,909,336 Class A Ordinary Shares held by Brightest.
On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A Ordinary Shares held by it to one of its shareholders Joy III for nil consideration.
On May 14, 2026, Abundant Grace Investment Limited distributed 349,203,000 Class A Ordinary Shares held by it to one of its shareholders Brightest for nil consideration.
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.
How much of Uxin (UXIN) do Joy Capital-affiliated entities report owning?
Joy Capital GP, Ltd. reports beneficial ownership of 20,579,308,546 Class A shares, representing 31.2% of Uxin’s Class A ordinary shares, based on 65,953,268,518 shares outstanding as disclosed in the company’s April 30, 2026 Form 20-F.
What share distributions occurred in Uxin (UXIN) on May 14, 2026?
On May 14, 2026, Abundant Grace Investment Limited distributed 558,725,100 Class A shares to Joy Capital III, L.P. and 349,203,000 Class A shares to Brightest Sky Limited, both for nil consideration, reallocating Uxin ownership within the Joy Capital investment structure.
How many Uxin (UXIN) shares does Astral Success Limited hold?
Astral Success Limited is reported as holding 17,496,912,310 Class A ordinary shares of Uxin. This position equals a 26.5% beneficial ownership stake, calculated using 65,953,268,518 Class A shares outstanding, excluding shares reserved for future ADS-related incentive awards.
What is Brightest Sky Limited’s stake in Uxin (UXIN)?
Brightest Sky Limited is shown as beneficially owning 1,818,909,336 Class A ordinary shares of Uxin. This corresponds to a 2.8% stake in the Class A shares, using the same 65,953,268,518-share outstanding base referenced in the Schedule 13D/A amendment.
What share base is used to calculate ownership percentages in this Uxin (UXIN) filing?
Ownership percentages are calculated on 65,953,268,518 Uxin Class A ordinary shares outstanding. This figure excludes 1,632,099,892 Class A shares issued to the depositary bank for bulk ADS issuance tied to future share incentive plan awards.
Did Joy Capital entities pay cash for the May 14, 2026 Uxin (UXIN) share transfers?
No cash changed hands in these transfers. Abundant Grace Investment Limited distributed 558,725,100 shares to Joy III and 349,203,000 shares to Brightest for nil consideration, reflecting internal reallocations rather than new purchases of Uxin shares.
