Uxin (UXIN) holders detail 27.6% and 19.7% stakes in 13D/A

Rhea-AI Filing Summary

Abundant Grace Investment Limited and related parties filed Amendment No. 3 to their Schedule 13D on Uxin Limited, updating ownership details for the company’s Class A ordinary shares.

Grace directly holds 18,212,814,010 Class A ordinary shares, representing 27.6% of 65,994,078,379 Class A shares outstanding as of April 25, 2026. NBNW Investment Limited, a holding company indirectly and wholly owned by a family trust set up by Bin Li, holds 71.3% of Grace’s voting rights. As a result, each of NBNW and Bin Li is deemed to beneficially own 12,992,558,760 Class A shares, or 19.7% of the class.

The amendment also notes that on May 14, 2026, Grace distributed 558,725,100, 349,203,000 and 69,840,600 Class A shares to three of its shareholders, pro rata to their holdings in Grace, while concurrently repurchasing and cancelling all of those shareholders’ interests in Grace. The filing confirms that, apart from these structural changes, the disclosures in the prior Schedule 13D remain unchanged.

Key Figures

Grace direct holdings: 18,212,814,010 Class A shares Grace ownership percentage: 27.6% NBNW/Bin Li beneficial holdings: 12,992,558,760 Class A shares +5 more

8 metrics

Grace direct holdings 18,212,814,010 Class A shares Directly held by Abundant Grace Investment Limited

Grace ownership percentage 27.6% Percent of Uxin Class A shares as of April 25, 2026

NBNW/Bin Li beneficial holdings 12,992,558,760 Class A shares Deemed beneficial ownership for each of NBNW and Bin Li

NBNW/Bin Li ownership percentage 19.7% Percent of Uxin Class A shares as of April 25, 2026

Total Class A shares outstanding 65,994,078,379 shares Outstanding Class A shares used for ownership calculations, as of April 25, 2026

Grace voting rights held by NBNW 71.3% Percentage of Grace voting rights held by NBNW Investment Limited

Share distribution 1 558,725,100 Class A shares Distributed by Grace on May 14, 2026 to one shareholder

Share distribution 2 and 3 349,203,000 and 69,840,600 shares Additional Class A shares distributed by Grace on May 14, 2026

Key Terms

beneficial owner, Rule 13d-3(d)(1)(i), Schedule 13D, ADSs, +1 more

5 terms

beneficial owner financial

"Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 71.3% of the 18,212,814,010 Class A Ordinary Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Rule 13d-3(d)(1)(i) regulatory

"The calculation of the beneficial ownership percentage ... is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act"

Schedule 13D regulatory

"This Amendment No.3 to the statement on (this "Amendment") relates to the Class A ordinary shares ... of Uxin Limited"

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.

ADSs financial

"excluding Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances"

share incentive plan financial

"reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan"

A share incentive plan is a company program that gives employees or directors the chance to receive or buy company shares, often after staying with the firm or meeting performance goals. It matters to investors because it’s like giving workers a slice of the company pie to boost performance and loyalty, but issuing those slices can reduce each existing owner’s portion and change metrics such as earnings per share and share count.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

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

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 18,212,814,010.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 18,212,814,010.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

18,212,814,010.00

12

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

13

Percent of class represented by amount in Row (11)

27.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 7: Represents 18,212,814,010 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 65,994,078,379 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 April 25, 2026.

SCHEDULE 13D

CUSIP Number(s): 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 12,992,558,760.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,992,558,760.00

11

Aggregate amount beneficially owned by each reporting person

12,992,558,760.00

12

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

13

Percent of class represented by amount in Row (11)

19.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Row 8: NBNW Investment Limited ("NBNW") holds 71.3% of Grace's voting rights. Accordingly, NBNW is deemed to be the beneficial owner of 71.3% of the 18,212,814,010 Class A Ordinary Shares, or 12,992,558,760 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 65,994,078,379 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 April 25, 2026.

SCHEDULE 13D

CUSIP Number(s): 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 12,992,558,760.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 12,992,558,760.00

11

Aggregate amount beneficially owned by each reporting person

12,992,558,760.00

12

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

13

Percent of class represented by amount in Row (11)

19.7 %

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 71.3% of Grace's voting rights. Accordingly, each of Bin Li and NBNW is deemed to be the beneficial owner of 71.3% of the 18,212,814,010 Class A Ordinary Shares, or 12,992,558,760 Class A Ordinary Shares, of the Issuer directly held by Grace. Note to Row 13: Percentage ownership is calculated based on a total of 65,994,078,379 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 April 25, 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 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.3 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, as amended on August 26, 2025 and October 10, 2025 (as so amended, 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.
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 18,212,814,010 Class A Ordinary Shares of the Issuer. NBNW holds 71.3% 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 71.3% of the 18,212,814,010 Class A Ordinary Shares, or 12,992,558,760 Class A Ordinary Shares, of the Issuer directly held by Grace. On May 14, 2026, Grace distributed 558,725,100 Class A Ordinary Shares, 349,203,000 Class A Ordinary Shares and 69,840,600 Class A Ordinary Shares to three of its shareholders, pro rata to their respective shareholdings in Grace, and concurrently repurchased and cancelled all of their shares in Grace.
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 65,994,078,379 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 April 25, 2026. On May 14, 2026, Grace distributed 558,725,100 Class A Ordinary Shares, 349,203,000 Class A Ordinary Shares and 69,840,600 Class A Ordinary Shares to three of its shareholders, pro rata to their respective shareholdings in Grace, and concurrently repurchased and cancelled all of their shares in Grace.
(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.
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 Grace Investment Limited

Signature:	/s/ Viva Mao
Name/Title:	Viva Mao, Director
Date:	05/15/2026

NBNW Investment Limited

Signature:	/s/ Bin Li
Name/Title:	Bin Li, Director
Date:	05/15/2026

Bin Li

Signature:	/s/ Bin Li
Name/Title:	Bin Li
Date:	05/15/2026

FAQ

How many Uxin (UXIN) Class A shares does Abundant Grace Investment Limited hold?

Abundant Grace Investment Limited directly holds 18,212,814,010 Uxin Class A ordinary shares. This stake represents 27.6% of 65,994,078,379 Class A shares outstanding as of April 25, 2026, giving Grace a substantial ownership position in the company.

What is the beneficial ownership of NBNW Investment Limited and Bin Li in Uxin (UXIN)?

NBNW Investment Limited and Bin Li are each deemed to beneficially own 12,992,558,760 Uxin Class A shares. This reflects 19.7% of the Class A shares, based on NBNW holding 71.3% of Grace’s voting rights and Bin Li indirectly controlling NBNW.

What changed on May 14, 2026 in the Uxin (UXIN) Schedule 13D amendment?

On May 14, 2026, Grace distributed Uxin shares to three of its shareholders and cancelled their Grace shares. It distributed 558,725,100, 349,203,000 and 69,840,600 Class A shares pro rata, then repurchased and cancelled all of those shareholders’ equity in Grace.

What total number of Uxin (UXIN) Class A shares is used to calculate ownership percentages?

Ownership percentages are based on 65,994,078,379 Uxin Class A ordinary shares outstanding. This figure excludes Class A shares issued to the depositary bank for future ADS issuances under the share incentive plan and is stated as of April 25, 2026.

What is the purpose of Amendment No. 3 to the Uxin (UXIN) Schedule 13D?

Amendment No. 3 updates the reporting persons’ ownership structure and share counts. It restates parts of Items 2 and 5, reflects Grace’s May 14, 2026 distributions and cancellations, and confirms that all other disclosures in the original Schedule 13D remain unchanged.

How is beneficial ownership determined in this Uxin (UXIN) Schedule 13D amendment?

Beneficial ownership is calculated under Rule 13d-3(d)(1)(i) of the Exchange Act. The filing treats NBNW and Bin Li as beneficial owners of 71.3% of Grace’s 18,212,814,010 Class A shares, corresponding to 12,992,558,760 shares each, or 19.7% of the class.