SCHEDULE 13D

 

CUSIP No.   91818X108

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934


 

Uxin Limited

(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

 

91818X108 (1)

(CUSIP Number)

 

Robert B. Knauss

General Counsel and Managing Director

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

 

With a copy to:

 

Ben James

Xiaoxi Lin

Kirkland & Ellis LLP

26th Floor, Gloucester Tower, The Landmark

15 Queen’s Road Central, Hong Kong

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 10, 2019

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 


(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing three Class A Ordinary Shares of the Issuer

 


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Redrock Holding Investments Limited (“Redrock”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
151,032,260 Class A Ordinary Shares (1)

(8)

Shared Voting Power
0

(9)

Sole Dispositive Power
151,032,260 Class A Ordinary Shares
(1)

(10)

Shared Dispositive Power
0

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
151,032,260 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
16.4%*

 

(14)

Type of Reporting Person (See Instructions)
CO

 

 

 

 


(1) Consists of (i) 112,197,309 Class A Ordinary Shares of Uxin Limited (the “Issuer”) directly held by Redrock, represented by 37,399,103 American depositary shares and (ii) 38,834,951 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock in principal amount of US$40 million, at a conversion price of $1.03 per Class A Ordinary Shares, pursuant to the Convertible Note Purchase Agreement (see Item 3).

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

2


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus Private Equity XI, L.P. (“WP XI”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
91,333,097.5 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
91,333,097.5 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
91,333,097.5 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
9.9%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 67,848,602.2 Class A Ordinary Shares beneficially owned by WP XI through its 60.5% equity interest in Redrock, and (ii) 23,484,495.3 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI through its 60.5% equity interest in Redrock.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

3


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus Private Equity XI-B, L.P. (“WP XI-B”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
16,915,280.5 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
16,915,280.5 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
16,915,280.5 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
1.8%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 12,565,851.5 Class A Ordinary Shares beneficially owned by WP XI-B through its 11.2% equity interest in Redrock, and (ii) 4,349,429.0 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI-B through its 11.2% equity interest in Redrock.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

4


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus Private Equity XI-C, L.P. (“WP XI-C”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
388,451.1 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
388,451.1 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
388,451.1 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.04%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 288,568.6 Class A Ordinary Shares beneficially owned by WP XI-C through its 0.3% equity interest in Redrock, and (ii) 99,882.5 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI-C through its 0.3% equity interest in Redrock.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

5


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus XI (Asia), L.P. (“WP XI Asia”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
33,319,800.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
33,319,800.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
33,319,800.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
3.6%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 24,752,274.5 Class A Ordinary Shares beneficially owned by WP XI Asia through its 22.1% equity interest in Redrock, and (ii) 8,567,526.2 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI Asia through its 22.1% equity interest in Redrock.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

6


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus XI Partners, L.P. (“WP XI Partners”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
5,885,623.0 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
5,885,623.0 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
5,885,623.0 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.6%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 4,372,251.7 Class A Ordinary Shares beneficially owned by WP XI Partners through its 3.9% equity interest in Redrock, and (ii) 1,513,371.3 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI Partners through its 3.9% equity interest in Redrock.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

7


 

 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
WP XI Partners, L.P. (“WP XIP”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
3,190,007.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
3,190,007.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
3,190,007.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.4%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 2,369,760.5 Class A Ordinary Shares beneficially owned by WP XIP through its 2.1% equity interest in Redrock, and (ii) 820,247.2 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XIP through its 2.1% equity interest in Redrock.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

8


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus LLC (“WP LLC”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
151,032,260 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
151,032,260 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
151,032,260 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
16.4%*

 

(14)

Type of Reporting Person (See Instructions)
OO

 

 

 

 


(1) Represents (i) 112,197,309 Class A Ordinary Shares beneficially owned by WP LLC as the manager of WP XI, WP XI-B, WP XI-C, WP XI Partners, WP XIP (collectively, the “WP XI Funds”) and WP XI Asia, and (ii) 38,834,951 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP LLC as the manager of WP XI Funds and WP XI Asia.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

9


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus XI, L.P. (“WP XI GP”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
117,324,008.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
117,324,008.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
117,324,008.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
12.8%*

 

(14)

Type of Reporting Person (See Instructions)
OO

 

 

 

 


(1) Represents (i) 87,156,465.9 Class A Ordinary Shares beneficially owned by WP XI GP as the general partner of each of WP XI, WP XI-B, WP XI Partners and WP XIP, and (ii) 30,167,542.8 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI GP as the general partner of each of WP XI, WP XI-B, WP XI Partners and WP XIP.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

10


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
WP Global LLC (“WP Global”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
117,324,008.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
117,324,008.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
117,324,008.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
12.8%*

 

(14)

Type of Reporting Person (See Instructions)
OO

 

 

 

 


(1) Represents (i) 87,156,465.9 Class A Ordinary Shares beneficially owned by WP Global as the general partner of WP XI GP, and (ii) 30,167,542.8 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP Global as the general partner of WP XI GP.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

11


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus Partners II, L.P. (“WPP II”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
117,324,008.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
117,324,008.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
117,324,008.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
12.8%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 87,156,465.9 Class A Ordinary Shares beneficially owned by WPP II as the managing member of WP Global, and (ii) 30,167,542.8 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WPP II as the managing member of WP Global.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

12


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus Partners GP LLC (“WPP GP LLC”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
117,324,008.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
117,324,008.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
117,324,008.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
12.8%*

 

(14)

Type of Reporting Person (See Instructions)
OO

 

 

 

 


(1) Represents (i) 87,156,465.9 Class A Ordinary Shares beneficially owned by WPP GP LLC as the general partner of WPP II, and (ii) 30,167,542.8 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WPP GP LLC as the general partner of WPP II.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

13


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus & Co (“WP”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
117,324,008.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
117,324,008.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
117,324,008.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
12.8%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 87,156,465.9 Class A Ordinary Shares beneficially owned by WP as the managing member of WPP GP LLC, and (ii) 30,167,542.8 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP as the managing member of WPP GP LLC.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

14


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus (Cayman) XI, L.P. (“WP XI Cayman GP”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
388,451.1 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
388,451.1 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
388,451.1 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.04%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 288,568.6 Class A Ordinary Shares beneficially owned by WP XI Cayman GP as the general partner of WP XI-C, and (ii) 99,882.5 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI Cayman GP as the general partner of WP XI-C.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

15


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus XI-C, LLC (“WP XI-C LLC”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
388,451.1 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
388,451.1 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
388,451.1 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.04%*

 

(14)

Type of Reporting Person (See Instructions)
OO

 

 

 

 


(1) Represents (i) 288,568.6 Class A Ordinary Shares beneficially owned by WP XI-C LLC as the general partner of WP XI Cayman GP, and (ii) 99,882.5 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI-C LLC as the general partner of WP XI Cayman GP.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

16


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus (Bermuda) XI, Ltd. (“WP XI Bermuda”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
388,451.1 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
388,451.1 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
388,451.1 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
0.04%*

 

(14)

Type of Reporting Person (See Instructions)
CO

 

 

 

 


(1) Represents (i) 288,568.6 Class A Ordinary Shares beneficially owned by WP XI Bermuda as the general partner of WP XI Cayman GP, and (ii) 99,882.5 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI Bermuda as the general partner of WP XI Cayman GP.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

17


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus Partners II (Cayman), L.P. (“WPP II Cayman”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
388,451.1 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
388,451.1 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
388,451.1 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
3.7%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 288,568.6 Class A Ordinary Shares beneficially owned by WPP II Cayman as the managing member of WP XI-C LLC and the sole shareholder of WP XI Bermuda, and (ii) 99,882.5 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WPP II Cayman as the managing member of WP XI-C LLC and the sole shareholder of WP XI Bermuda.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

18


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP Ltd. (“WP Bermuda GP”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Bermuda

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
388,451.1 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
388,451.1 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
388,451.1 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
3.7%*

 

(14)

Type of Reporting Person (See Instructions)
CO

 

 

 

 


(1) Represents (i) 288,568.6 Class A Ordinary Shares beneficially owned by WP Bermuda GP as the general partner of WPP II Cayman, and (ii) 99,882.5 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP Bermuda GP as the general partner of WPP II Cayman.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

19


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus XI (Asia) GP, L.P. (“WP XI Asia GP”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
33,319,800.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
33,319,800.7 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
33,319,800.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
3.6%*

 

(14)

Type of Reporting Person (See Instructions)
PN

 

 

 

 


(1) Represents (i) 24,752,274.5 Class A Ordinary Shares beneficially owned by WP XI Asia GP as the general partner of WP XI Asia, and (ii) 8,567,526.2 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI Asia GP as the general partner of WP XI Asia.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

20


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Warburg Pincus XI (Asia) GP, LLC (“WP XI Asia GP LLC”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
33,319,800.7 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
33,319,800.7 Class A Ordinary Shares (1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
33,319,800.7 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
3.6%*

 

(14)

Type of Reporting Person (See Instructions)
OO

 

 

 

 


(1) Represents (i) 24,752,274.5 Class A Ordinary Shares beneficially owned by WP XI Asia GP LLC as the general partner of WP XI Asia GP, and (ii) 8,567,526.2 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by WP XI Asia GP LLC as the general partner of WP XI Asia GP.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

21


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Charles R. Kaye (“Mr. Kaye”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
151,032,260 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
151,032,260 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
151,032,260 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
16.4%*

 

(14)

Type of Reporting Person (See Instructions)
IN

 

 

 

 


(1) Represents (i) 112,197,309 Class A Ordinary Shares beneficially owned by Mr. Kaye as managing general partner of WP, and the Director and Co-Chairmen of WP Bermuda GP, and (ii) 38,834,951 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by Mr. Kaye as managing general partner of WP, and the Director and Co-Chairmen of WP Bermuda GP.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

22


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

 

(1)

Names of Reporting Persons
Joseph P. Landy (“Mr. Landy”)

 

(2)

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

(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)     o

 

 

(6)

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

(7)

Sole Voting Power
0

(8)

Shared Voting Power
151,032,260 Class A Ordinary Shares
(1)

(9)

Sole Dispositive Power
0

(10)

Shared Dispositive Power
151,032,260 Class A Ordinary Shares
(1)

 

(11)

Aggregate Amount Beneficially Owned by Each Reporting Person
151,032,260 Class A Ordinary Shares

 

(12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

(13)

Percent of Class Represented by Amount in Row (11)
16.4%*

 

(14)

Type of Reporting Person (See Instructions)
IN

 

 

 

 


(1) Represents (i) 112,197,309 Class A Ordinary Shares beneficially owned by Mr. Landy as managing general partner of WP, and the Director and Co-Chairmen of WP Bermuda GP, and (ii) 38,834,951 Class A Ordinary Shares assuming the full conversion of the convertible notes held by Redrock beneficially owned by Mr. Landy as managing general partner of WP, and the Director and Co-Chairmen of WP Bermuda GP.

* Calculation is based upon the sum up of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion of the convertible notes held by Redrock.

 

23


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

Item 1.

Security and Issuer.

This statement on this Schedule 13D (the “Schedule 13D”) relates to the Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Uxin Limited, a Cayman Islands exempted company (the “Issuer”) whose principal executive offices is located at 2-5/F, Tower E, LSHM Center, No. 8 Guangshun South Avenue, Chaoyang District, Beijing 100102, People’s Republic of China.

 

The Issuer’s American depositary shares (the “ADSs”), each representing three Class A Ordinary Shares, are listed on the NASDAQ Global Select Market under the symbol “UXIN”.

 

Item 2.

Identity and Background.

This Schedule is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended:

 

1.                  Redrock Holdings Investments Limited, a company incorporated under the laws of the British Virgin Islands (“Redrock”), directly holds 112,197,309 Class A Ordinary Shares of the Issuer.

 

2.                  Warburg Pincus Private Equity XI, L.P., a Delaware limited partnership (“WP XI”), holds approximately 60.5% of the equity interest of Redrock.

 

3.                  Warburg Pincus Private Equity XI-B, L.P., a Delaware limited partnership (“WP XI-B”), holds approximately 11.2% of the equity interest of Redrock.

 

4.                  Warburg Pincus Private Equity XI-C, L.P., a Cayman Islands exempted limited partnership (“WP XI-C”), holds approximately 0.3% of the equity interest of Redrock.

 

5.                  Warburg Pincus XI (Asia), L.P., a Cayman Islands exempted limited partnership (“WP XI Asia”), holds approximately 22.1% of the equity interest of Redrock.

 

6.                  Warburg Pincus XI Partners, L.P., a Delaware limited partnership (“WP XI Partners”), holds approximately 3.9% of the equity interest of Redrock.

 

7.                  WP XI Partners, L.P., a Delaware limited partnership (“WP XIP”, together with WP XI, WP XI-B, WP XI-C and WP XI Partners, the “WP XI Funds”), holds approximately 2.1% of the equity interest of Redrock.

 

8.                  Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of the WP XI Funds and WP XI Asia.

 

9.                  Warburg Pincus XI, L.P., a Delaware limited partnership (“WP XI GP”), is the general partner of each of WP XI, WP XI-B, WP XI Partners and WP XIP.

 

10.           WP Global LLC, a Delaware limited liability company (“WP Global”), is the general partner of WP XI GP.

 

11.           Warburg Pincus Partners II, L.P., a Delaware limited partnership (“WPP II”), is the managing member of WP Global.

 

12.            Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WPP GP LLC”), is the general partner of WPP II.

 

13.            Warburg Pincus & Co, a New York general partnership (“WP”), is the managing member of WPP GP LLC.

 

24


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

14.           Warburg Pincus (Cayman) XI, L.P., a Cayman Islands exempted limited partnership (“WP XI Cayman GP”), is the general partner of WP XI-C.

 

15.           Warburg Pincus XI-C, LLC, a Delaware limited liability company (“WP XI-C LLC”), and Warburg Pincus (Bermuda) XI, Ltd., a Bermuda exempted company (“WP XI Bermuda”), are the general partners of WP XI Cayman GP.

 

16.           Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPP II Cayman”), is the managing member of WP XI-C LLC and the sole shareholder of WP XI Bermuda.

 

17.           Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company (“WP Bermuda GP”), is the general partner of WPP II Cayman.

 

18.           Warburg Pincus XI (Asia) GP, L.P., a Cayman Islands exempted limited partnership (“WP XI Asia GP”) is the general partner of WP XI Asia.

 

19.           Warburg Pincus XI (Asia) GP, LLC, a Cayman Islands limited liability company (“WP XI Asia GP LLC”), is the general partner of WP XI Asia GP.

 

20.           WPP II Cayman is the managing member of WP XI Asia GP LLC.

 

21.           Charles R. Kaye and Joseph P. Landy are the managing general partners of WP, and the Directors and Co-Chairmen of WP Bermuda GP.

 

Parties listed above are collectively referred to as the “Reporting Persons”. The business address of all Reporting Persons is 450 Lexington Avenue, New York, New York 10017.

 

None of the Reporting Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

 

The Reporting Persons previously reported their beneficial ownership in the Issuer’s Class A Ordinary Shares on Schedule 13G filed on February 14, 2019.

 

Item 3.

Source and Amount of Funds.

The information set forth in or incorporated by reference in Items 4 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

 

On May 29, 2019, the Issuer, Redrock, a company duly incorporated and validly existing under the laws of the British Virgin Islands, TPG Growth III SF Pte. Ltd., a private company limited by shares duly incorporated and validly existing under the laws of Singapore (“TPG”), 58.com Holding Inc., a business company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Strategic Investor”), ClearVue UXin Holdings, Ltd., a company duly incorporated and validly existing under the laws of the Cayman Islands (“Clearvue”), Magic Carpet International Limited, a business company duly incorporated and validly existing under the laws of the British Virgin Islands (“Magic Carpet”), and Zhuhai Guangkong Zhongying Industrial Investment Fund (Limited Partnership), a limited partnership formed under the laws of the PRC (the “EBF”) (Redrock, TPG, Strategic Investor, Clearvue, Magic Carpet and EBF, each a “Note Holder” and collectively, the “Note Holders”) entered into a Convertible Note Purchase Agreement (the “Note Purchase Agreement”), pursuant to which the Issuer issued to the Note Holders convertible notes in an aggregate principal amount of US$230 million (the “Convertible Notes”). The Convertible Notes will bear an interest at a rate of 3.75% per annum from the issuance date. The Convertible Notes will be the Issuer’s unsecured senior obligations and will mature on the fifth anniversary of the issuance date, unless accelerated or converted in accordance with their terms prior to such date. Note Holders will have the right to require the Issuer to repay the Convertible Notes at 100% of their principal amount, plus any accrued and unpaid interest, on the third anniversary of the issuance date. The Convertible Notes will be convertible at any time since the 181st day following the issuance of the Convertible Notes, at the Note Holders’ option, into Class A Ordinary Shares of the Issuer at an initial conversion price of US$1.03 per Class A Ordinary Share, subject to adjustment under the terms of the Convertible Notes. During the 180 days following the issuance date, the Note Holders may not transfer the Convertible Notes or any Class A Ordinary Shares issued upon conversion of the Convertible Notes to any person other than their respective affiliates, without the Issuer’s written consent. In addition, the Note Holders may not knowingly transfer the Convertible Notes or any Class A Ordinary Shares issued upon conversion of the Convertible Notes to any adverse person as defined in the Note Purchase Agreement. The Note Purchase Agreement also provides for customary demand registration rights and piggyback registration rights with respect to the resale of the Class A Ordinary Shares issued upon conversion of the Convertible Notes. The closing under the Note Purchase Agreement occurred on June 10, 2019, and on the same day the Issuer issued to Redrock Convertible Notes in the principal amount of US$40 million. All of the funds required for Redrock to acquire the Convertible Notes were obtained from capital contributions from limited partners of its shareholders. No additional consideration was or will be paid by the Reporting Persons with the receipt of such Convertible Notes.

 

25


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

In connection with the signing of the Note Purchase Agreement, on June 10, 2019, the Issuer entered into an Investors’ Rights Agreement (the “Investors’ Rights Agreement”) by and among the Issuer, Redrock, TPG, Strategic Investor (Redrock, TPG and Strategic Investor, each an “Investor”, and collectively the “Investors”), Mr. Kun Dai, the chairman of the board of directors (the “Board”) and chief executive officer of the Issuer (the “Founder”), Xin Gao Group Limited, a business company duly incorporated and validly existing under the laws of the British Virgin Islands, which is beneficially owned by the Founder through a trust and of which the Founder is the sole director (“Xin Gao”), Gao Li Group Limited, a business company duly incorporated and validly existing under the laws of the British Virgin Islands, which is wholly owned by the Founder and of which the Founder is the sole director (“Gao Li”, together with the Founder and Xin Gao, collectively the “Founder Parties”), and JenCap UX, an exempted company incorporated and validly existing under the laws of the Cayman Islands (“Jeneration Capital”).

 

Pursuant to the Investors’ Rights Agreement, during the three years following the issuance of the Convertible Notes to the Note Holders, which may be extended by another two years if all Investors agree (the “Period”), the Board shall consist of eight directors, among which, subject to certain limitations set forth in the Investors’ Rights Agreement, each of the Investors and the Founder shall be entitled to nominate one director, the Investors shall be entitled to collectively nominate two independent directors, the Founder shall be entitled to nominate one independent director and the Board shall appoint the eighth director. Each party to the Investors’ Rights Agreement has agreed that it or he will exercise its or his respective voting rights to (i) elect the directors nominated by each of the Investors and the Founder (each a “Director Nominating Party”) to the Board, (ii) remove such director from the Board if the Director Nominating Party so determines, and (iii) replace such director as nominated by the Director Nominating Party in the event of a vacancy. In addition, during the Period the Founder Parties agree that they will not transfer any of their owned shares without the prior written consent of each Investor.

 

Because of the arrangements in the Investors’ Rights Agreement, the parties to that agreement (excluding the Issuer) may be deemed to have formed a “group” for purposes of Section 13(d)(3) of the Exchange Act. The Reporting Persons disclaim beneficial ownership of any shares of the Issuer beneficially owned by any other person, and this Schedule 13D shall not be construed as acknowledging that the Reporting Persons for any or all purposes, beneficially own any shares of the Issuer beneficially owned by any other person.

 

The foregoing summary of the Note Purchase Agreement and the Investors’ Rights Agreement is qualified in its entirety by the full text of the Note Purchase Agreement and the Investors’ Rights Agreement, copies of which are filed as Exhibits 99.2 and 99.3 to this Schedule 13D.

 

Item 4.

Purpose of the Transaction.

The information set forth in Item 3 is incorporated by reference in its entirety into this Item 4.

 

26


 

SCHEDULE 13D

 

CUSIP No. 91818X108

 

On May 29, 2019, the Issuer and the Note Holders entered into the Note Purchase Agreement, pursuant to which the Issuer issued to Redrock Convertible Notes in a principal amount of US$40 million. On June 10, 2019, Redrock, together with the rest of Investors, Jeneration Capital, the Issuer and the Founder Parties entered into the Investors’ Rights Agreement, pursuant to which Redrock may be deemed to have shared voting power over all of the shares owned by the rest of the parties to the Investors’ Rights Agreement, as described therein. Upon the effectiveness of the Investors’ Rights Agreement, the voting power of the ordinary shares over which Redrock may be deemed to have shared voting power represents 54.4% of the total outstanding voting power of all Class A Ordinary Shares and Class B Ordinary Shares of the Issuer, including the shares held by the other parties to the Investors’ Rights Agreement. Each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitle to 10 votes; all Class B Ordinary Shares are held by Xin Gao. The calculation is based upon the sum of (i) 880,678,805 ordinary shares outstanding of the Issuer as of February 28, 2019 as reported in the Form 20-F of the Issuer filed on April 29, 2019, comprising of 839,868,944 Class A Ordinary Shares and 40,809,861 Class B Ordinary Shares, and (ii) 38,834,951 Class A Ordinary Shares issued upon conversion assuming the full conversion of the Convertible Notes held by Redrock.

 

Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

(a)              Items 7 through 11 and 13 (including the footnotes thereto) of each of the cover pages of this Schedule 13D are incorporated by reference into this Item 5.

 

(b)              Items 7 through 11 and 13 (including the footnotes thereto) of each of the cover pages of this Schedule 13D are incorporated by reference into this Item 5.

 

(c)               Except as set forth herein, to the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A Ordinary Shares during the past 60 days.

 

(d)              No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any of the Reporting Persons.

 

(e)               Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in or incorporated by reference in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference into this Item 6.

 

Item 7.

Material to be Filed as Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement, dated June 18, 2019

 

 

 

99.2*

 

Convertible Note Purchase Agreement, dated May 29, 2019

 

 

 

99.3*

 

Investors’ Rights Agreement, dated June 10, 2019

 


* Portions have been omitted pursuant to Rule 601(b) under the Securities Act of 1933, as amended

 

27


 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 18, 2019

 

 

 

 

 

 

Redrock Holding Investments Limited

 

 

 

By:

/s/ David Sreter

 

Name:

David Sreter

 

Title:

Director

 

 

 

Warburg Pincus Private Equity XI, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Private Equity XI-B, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Private Equity XI-C, L.P.

 

 

 

By:

Warburg Pincus (Cayman) XI, L.P., its general partner

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus XI (Asia), L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, L.P., its general partner

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

28


 

 

Warburg Pincus XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

WP XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus LLC

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

General Counsel and Managing Director

 

 

 

Warburg Pincus XI, L.P.

 

 

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

WP Global LLC

 

 

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Partners II, L.P.

 

 

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

29


 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Partners GP LLC

 

 

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus & Co.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus (Cayman) XI, L.P.

 

 

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus (Bermuda) XI, Ltd., its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus XI-C, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus (Bermuda) XI, Ltd.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus Partners II (Cayman), L.P.

 

 

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus (Bermuda) Private Equity GP Ltd.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

30


 

 

Warburg Pincus XI (Asia) GP, L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus XI (Asia) GP, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Charles R. Kaye

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

 

 

Joseph P. Landy

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No. 005-80578) and is hereby incorporated by reference.

 

31


Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares (including Class A Ordinary Shares represented by American depositary shares and Class B Ordinary Shares), par value $0.0001 per share, of Uxin Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been intentionally left blank.]

 

1


 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 18, 2019.

 

 

Redrock Holding Investments Limited

 

 

 

By:

/s/ David Sreter

 

Name:

David Sreter

 

Title:

Director

 

 

 

Warburg Pincus Private Equity XI, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Private Equity XI-B, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Private Equity XI-C, L.P.

 

 

 

By:

Warburg Pincus (Cayman) XI, L.P., its general partner

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus XI (Asia), L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, L.P., its general partner

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

2


 

 

Warburg Pincus XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

WP XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus LLC

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

General Counsel and Managing Director

 

 

 

Warburg Pincus XI, L.P.

 

 

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

WP Global LLC

 

 

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

3


 

 

Warburg Pincus Partners II, L.P.

 

 

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus Partners GP LLC

 

 

 

By:

Warburg Pincus & Co., its managing member

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus & Co.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

Warburg Pincus (Cayman) XI, L.P.

 

 

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus (Bermuda) XI, Ltd., its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus XI-C, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus (Bermuda) XI, Ltd.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus Partners II (Cayman), L.P.

 

 

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus (Bermuda) Private Equity GP Ltd.

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

4


 

 

Warburg Pincus XI (Asia) GP, L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Warburg Pincus XI (Asia) GP, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorised Signatory

 

 

 

Charles R. Kaye

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

 

 

Joseph P. Landy

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No. 005-80578) and is hereby incorporated by reference.

 

5


Exhibit 99.2

 

Privileged & Confidential

Final Form

 

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

 

CONVERTIBLE NOTE PURCHASE AGREEMENT

 

This CONVERTIBLE NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated May 29, 2019, is entered into by and between Uxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), Mr. Kun Dai (戴琨), a PRC individual with PRC identity card no. of 610104198204066214 (the “Founder”), Redrock Holding Investments Limited, a business company incorporated under the laws of the British Virgin Islands (“WP”), TPG Growth III SF Pte. Ltd., a private company limited by shares incorporated under the laws of Singapore (“TPG”), 58.com Holdings Inc., a business company incorporated under the laws of the British Virgin Islands (the “Strategic Investor”), ClearVue UXin Holdings, Ltd., a company incorporated under the laws of the Cayman Islands (“Clearvue”), Magic Carpet International Limited, a business company incorporated under the laws of the British Virgin Islands (“Magic Carpet”) and Zhuhai Guangkong Zhongying Industrial Investment Fund (Limited Partnership), a limited partnership formed under the laws of the PRC (“EBF,” together with WP, TPG, the Strategic Investor, Clearvue and Magic Carpet, collectively the “Purchasers”, and each of them a “Purchaser”).

 

W I T N E S S E T H:

 

WHEREAS, the Company desires to issue to the Purchasers, and the Purchasers have agreed to purchase from the Company, the Notes (as defined below) in the respective principal amounts set forth beside their names in Schedule 1 hereto, subject to the terms and conditions set forth herein and in the Notes.

 

NOW, THEREFORE, in consideration of the respective undertakings stated herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

1.                                      Definitions.  Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

 

ADSs” shall mean American Depositary Shares representing Class A Ordinary Shares.

 

Adverse Person” shall mean any Person identified in Schedule 2 hereto, any additional Persons to be mutually agreed in writing by the Company and the Purchasers from time to time, and any Controlled Affiliates of any of the foregoing.

 

Affiliate” of any specified Person shall mean any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common Control with such specified Person.

 

Agreement” shall have the meaning given to such term in the preamble to this Agreement.

 


 

Approval Matrix” shall have the meaning specified in Section 2.4(i) of this Agreement.

 

Board” shall mean the board of directors of the Company.

 

Business Day” shall mean any day that is not a Saturday, a Sunday or other day on which banking institutions in the State of New York, PRC, Hong Kong or the Cayman Islands are required by law to be closed.

 

Claim Notice” shall have the meaning specified in Section 7.2(a) of this Agreement.

 

Class A Ordinary Shares” shall mean the Class A ordinary shares of the Company of a par value of US$0.0001 each.

 

Class B Ordinary Shares” shall mean the Class B ordinary shares of the Company of a par value of US$0.0001 each.

 

Clearvue” shall have the meaning specified in the preamble to this Agreement.

 

Closing” shall have the meaning specified in Section 2.2 of this Agreement.

 

Closing Date” shall have the meaning specified in Section 2.2 of this Agreement.

 

Company” shall have the meaning specified in the preamble to this Agreement.

 

Company Securities” shall mean (a) Ordinary Shares or American Depositary Shares, depositary receipts or similar instruments issued in respect of Ordinary Shares, (b) securities convertible into, or exercisable or exchangeable for, any Ordinary Shares or other instruments described in clause (a), and (c) any options, warrants or other rights to acquire any of the foregoing Ordinary Shares, instruments or securities.

 

Control” of a given Person shall mean the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

 

Conversion Price” shall mean $1.03 per Class A Ordinary Share.

 

Conversion Shares” shall mean the Class A Ordinary Shares issuable upon conversion of the Notes in accordance with the terms thereof.

 

Deposit Agreement” shall mean the Deposit Agreement among the Company, The Bank of New York Mellon as depositary (or such other depositary bank with which the Company may enter into any depositary or similar agreement in connection with its ADS program), and such other parties thereto, as may be amended or replaced from time to time.

 

Dispute” shall have the meaning specified in Section 8.3 of this Agreement.

 

EBF” shall have the meaning specified in the preamble to this Agreement.

 

2


 

Encumbrance” shall mean (a) any mortgage, charge, pledge, lien, hypothecation, deed of trust, title retention, title defect, security interest, encumbrance or other third-party rights of any kind securing or conferring any priority of payment in respect of any obligation of any Person, any other restriction or limitation; (b) any easement or covenant granting a right of use or occupancy to any Person; (c) any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, right of pre-emptive negotiation, or refusal or transfer restriction in favor of any Person; and (d) any adverse claim as to title, possession, or use, and includes any agreement or arrangement for any of the same.

 

Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended.

 

Founder” shall have the meaning specified in the preamble to this Agreement.

 

Founder Parties” shall have the meaning specified in the Investors’ Rights Agreement.

 

Founder Securities” shall have the meaning specified in Section 4.1(a) of this Agreement.

 

Fundamental Company Representations” shall mean the representations and warranties by the Company contained in Sections 3.2, 3.3, 3.4, 3.5 and 3.6.

 

Fundamental Purchaser Representations” shall mean the representations and warranties by the Purchasers contained in Sections 5.1, 5.2, 5.3 and 5.4.

 

Gao Li” shall mean Gao Li Group Limited, a business company duly incorporated and validly existing under the laws of the British Virgin Islands.

 

Gao Li Shares shall have the meaning specified in Section 4.1(d) of this Agreement.

 

Governmental Entity” shall mean any transnational or supranational, domestic or foreign federal, national, state, provincial, local or municipal governmental, regulatory, judicial or administrative authority, department, court, arbitral body, agency or official, including any department, commission, board, agency, bureau, subdivision or instrumentality thereof or any stock exchange.

 

Hong Kong” shall mean the Hong Kong Special Administrative Region of the PRC.

 

Indemnified Party” shall have the meaning specified in Section 7.1(a) of this Agreement.

 

Indemnifying Party” shall have the meaning specified in Section 7.1(a) of this Agreement.

 

Indemnity Notice” shall have the meaning specified in Section 7.3 of this Agreement.

 

Investor Directors” shall have the meaning specified in the Investors’ Rights Agreement.

 

Joint Account” shall mean a U.S. dollar denominated bank account of the Company outside the PRC.

 

3


 

Lock-Up Period” shall mean the period between the Closing Date and the date that is 180 days after the Closing Date (both dates inclusive).

 

Losses” shall have the meaning specified in Section 7.1(a) of this Agreement.

 

Magic Carpet” shall have the meaning specified in the preamble to this Agreement.

 

Major Purchasers” means WP, TPG and the Strategic Investor.

 

Material Adverse Effect” shall mean any event, occurrence, fact, condition, change or development, individually or together with other events, occurrences, facts, conditions, changes or developments, that has had, has, or could reasonably be expected to have a material adverse effect on (a) the business of the Company as presently conducted, or the condition (financial or otherwise), affairs, properties, employees, liabilities, assets or results of operation of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to consummate the transactions contemplated by this Agreement and the Notes and to timely perform its material obligations hereunder and thereunder; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect on the business of the Company or the Company or any Subsidiary arising from (i) any action expressly required to be taken pursuant to the terms and conditions of this Agreement or taken at the written direction of the Major Purchasers, (ii) economic changes affecting the industry in which the Company and its Subsidiaries operate generally or the economy of the PRC or any other market where the Company and its Subsidiaries have material operations or sales generally (provided in each case that such changes do not have a unique or materially disproportionate impact on the business of the Company and its Subsidiaries compared to any other companies that operate in the industry or market in which the Company and its Subsidiaries operate),  (iii) the execution, announcement or disclosure of this Agreement or the pendency or consummation of the transactions contemplated hereunder, (iv) actions or omissions of the Company and its Subsidiaries that have been specifically requested or consented by the Major Purchasers in writing or otherwise expressly contemplated by this Agreement, (v) changes after the date of this Agreement in generally accepted accounting principles that are generally applicable to comparable companies (provided that such changes do not have a unique or materially disproportionate impact on the business of the Company and its Subsidiaries compared to any other companies that operate in the industry or market in which the Company and its Subsidiaries operate), (vi) changes after the date of this Agreement in general legal, tax or regulatory conditions (provided that such changes do not have a unique or materially disproportionate impact on the business of the Company and its Subsidiaries compared to any other companies that operate in the industry or market in which the Company and its Subsidiaries operate), (vii) changes in national or international political or social conditions, including any engagement in hostilities or the occurrence of any military or terrorist attack or civil unrest (provided that such changes do not have a unique or materially disproportionate impact on the business of the Company and its Subsidiaries compared to any other companies that operate in the industry or market in which the Company and its Subsidiaries operate), or (viii) earthquakes, hurricanes, floods or other natural disasters.

 

Maturity Date” shall mean the date that is five (5) years after the Closing Date.

 

Money Laundering Laws” shall have the meaning specified in Section 3.20 of this Agreement.

 

4


 

Notes” shall mean the promissory notes issued by the Company to the Purchasers pursuant to Article 2 below, substantially in the form of Exhibit A hereto.

 

Ordinary Shares” shall mean the Class A Ordinary Shares and the Class B Ordinary Shares.

 

Person” shall mean any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Entity or any other legal entity, including public bodies, whether acting in an individual, fiduciary or other capacity.

 

PRC” shall mean the People’s Republic of China, excluding, for the purpose of this Agreement, Hong Kong, the Macau Special Administrative Region and Taiwan.

 

Principal Amount” of a Purchaser shall mean the principal amount allocated to such Purchaser as set forth beside its name in Schedule 1 hereto.

 

Purchaser” shall have the meaning specified in the preamble to this Agreement.

 

Regulation S” shall have the meaning specified in Section 3.15 of this Agreement.

 

Sanctioned Country” shall have the meaning specified in Section 3.21 of this Agreement.

 

Sanctioned Persons” shall have the meaning specified in Section 3.21 of this Agreement.

 

Sanctions” shall have the meaning specified in Section 3.21 of this Agreement.

 

SEC” shall mean the United States Securities and Exchange Commission.

 

SEC Documents” shall have the meaning specified in Section 3.1 of this Agreement.

 

Securities Act” shall mean the United States Securities Act of 1933, as amended.

 

Shareholders’ Agreement” shall have the meaning specified in Section 8.1 of this Agreement.

 

Significant Subsidiary” shall mean any Subsidiary of the Company, the total assets, revenues or profits (after intercompany eliminations and including assets, revenues or profits of its Subsidiaries) of which exceeds ten percent (10%) of the consolidated total assets, revenues or profits of the Company and its Subsidiaries as of the end of (in the case of assets) or during (in the case of revenues and profits) the Company’s most recently completed fiscal year.

 

Strategic Investor” shall have the meaning specified in the preamble to this Agreement.

 

Subsidiary” shall mean, with respect to any given Person, any other Person that is Controlled directly or indirectly by such given Person, which shall, for the avoidance of doubt, include any variable interest entity whose assets and financial results are consolidated with the assets and financial results of such given Person and are recorded on the financial statements of such given Person for financial reporting purposes in accordance with applicable accounting standards (each, a “VIE” and collectively, the “VIEs”) and any Subsidiary of such VIEs.

 

5


 

Third Party Claim” shall have the meaning specified in Section 7.2(a) of this Agreement.

 

TPG” shall have the meaning specified in the preamble to this Agreement.

 

Transfer” shall mean directly or indirectly, offer, sell, contract to sell, pledge, transfer, assign, give, hypothecate, encumber, grant a security interest in, convey in trust, gift, devise or descent, or otherwise dispose of, or suffer to exist (whether by operation of law of otherwise) any Encumbrance (except as imposed by applicable securities laws) on, any Company Securities or any right, title or interest therein or thereto, or enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any Company Securities, whether any such aforementioned transaction is to be settled by delivery of the Ordinary Shares, American Depositary Receipts or such other securities, in cash or otherwise, or publicly disclose the intention to make any such disposition or to enter into any such transaction, swap, hedge or other arrangement, including transfers pursuant to divorce or legal separation, transfers to receivers, levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly or indirectly, of any Company Securities.

 

Trust” shall have the meaning specified in Section 4.1(d) of this Agreement.

 

US$” and “U.S. dollar” shall mean the lawful currency of the United States of America.

 

WP” shall have the meaning specified in the preamble to this Agreement.

 

Xin Gao” shall mean Xin Gao Group Limited, a business company duly incorporated and validly existing under the laws of the British Virgin Islands.

 

Xin Gao Shares” shall have the meaning specified in Section 4.1(d) of this Agreement.

 

2.                                      NOTE.

 

2.1                               Issuance of the Note. Subject to the satisfaction of terms and conditions of this Agreement, at the Closing (as defined below), the Company agrees to issue to each Purchaser, and each Purchaser hereby agrees to purchase from the Company, a Note (such Purchaser’s “Note”) in a principal amount equal to such Purchaser’s Principal Amount.

 

2.2                               Closing.  The closing of the issuance and purchase of the Notes (the “Closing”) shall take place remotely via the exchange of documents and signatures as soon as practicable, but in no event later than ten (10) Business Days after all closing conditions specified in Sections 2.4 and 2.5 hereof have been waived or satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at the Closing), or at such other time and place as the Company and the Purchasers may mutually agree in writing.  The date and time of the Closing are referred to herein as the “Closing Date.”

 

2.3                               Payment and Delivery. At the Closing, each Purchaser shall pay and deliver such Purchaser’s Principal Amount to the Joint Account in U.S. dollars by wire transfer, or by such other method mutually agreeable to the Company and such Purchaser, of immediately available funds, and the Company shall deliver to such Purchaser a Note in a principal amount equal to such Purchaser’s Principal Amount duly executed by the Company and dated the Closing Date, free and clear of Encumbrances.

 

6


 

2.4                               Conditions to the Purchasers’ Obligations to Effect the Closing. The obligation of each Purchaser to purchase such Purchaser’s Note at the Closing is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by written consent of such Purchaser in its sole and absolute discretion:

 

(a)                                 All corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Notes shall have been completed;

 

(b)                                 The representations and warranties of the Company to the Purchasers contained in Article 3 of this Agreement other than the Fundamental Company Representations shall have been true and correct on the date of this Agreement and true and correct in all material respects (without regard to any limitation or qualification as to materiality or by “Material Adverse Effect” included therein) as of the Closing Date and the Fundamental Company Representations and the representations and warranties of the Founder shall have been true and correct in all respects on the date of this Agreement and as of the Closing Date, and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by it on or before the Closing Date;

 

(c)                                  No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchasers; and no action, suit, proceeding or investigation shall have been instituted by a Governmental Entity of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchasers, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchasers; and

 

(d)                                 The Purchasers shall have received a legal opinion dated as of the Closing Date in a form acceptable to the Major Purchasers from the legal adviser to the Company as to the laws of the Cayman Islands.

 

(e)                                  No event, occurrence, development or state of circumstances that has or could reasonably be expected to have a Material Adverse Effect has occurred.

 

(f)                                   No event, occurrence, development or state of circumstances that would constitute an Event of Default (as defined in the Note) shall have occurred.

 

(g)                                  If such Purchaser is a Major Purchaser, the Investors’ Rights Agreement (the “Investors’ Rights Agreement”) substantially in the form of Exhibit B hereto shall have been duly executed and delivered by the parties thereto (other than such Major Purchaser).

 

7


 

(h)                                 If such Purchaser is a Major Purchaser, the composition of the Board shall have been in compliance with section 2.1 of the Investors’ Rights Agreement.

 

(i)                                     If such Purchaser is a Major Purchaser, the Company shall have adopted an approval matrix providing for the allocation of the approval authorities and responsibilities between the Board and the management members of the Company (the “Approval Matrix”) in compliance with section 2.3(a) of the Investors’ Rights Agreement.

 

(j)                                    If such Purchaser is a Major Purchaser, the Board shall have established an executive committee of the Board in compliance with section 2.3(b) of the Investors’ Rights Agreement.

 

(k)                                 The other Purchasers shall have substantially concurrently paid and delivered their respective Principal Amounts to the Joint Account in accordance with Section 2.3.

 

(l)                                     If such Purchaser is a Major Purchaser, Xin Gao shall have duly executed and delivered an equity mortgage over shares in favor of the Major Purchasers creating a first priority security interest over the Xin Gao Shares as security for, among other things, the Founder Parties’ obligations under the Investors’ Rights Agreement, in form and substance satisfactory to the Major Purchasers.

 

(m)                             The Company shall have (i) caused one designee of the Company (the “Company Designee”) and one designee of the Major Purchasers (the “Purchaser Designee”) to become joint signatories of the Joint Account and (ii) provided all necessary consents and authorizations, completed all necessary procedures and taken all such other necessary actions with respect to the Joint Account, in each case to the satisfaction of the Major Purchasers, such that the bank with which the Joint Account is opened will not permit any disbursement from such account without the joint signatures of both the Company Designee and the Purchaser Designee.

 

(n)                                 If such Purchaser is a Major Purchaser, the Company shall have duly executed and delivered to the Major Purchasers an indemnification agreement in form attached hereto as Exhibit C between the Company and each of the Investor Directors and the two (2) independent Directors nominated by the Major Purchasers pursuant to section 2.1(a)(vi) of the Investors’ Rights Agreement.

 

2.5                               Conditions to the Company’s Obligations to Effect the Closing. The obligation of the Company to issue the Notes at the Closing is subject to the satisfaction, or written waiver by the Company, of each of the following conditions, upon or before the Closing:

 

(a)                                 All corporate and other actions required to be taken by the Purchasers in connection with the purchase of the Notes shall have been completed;

 

(b)                                 The representations and warranties of the Purchasers contained in Article 5 of this Agreement other than the Fundamental Purchaser Representations shall have been true and correct on the date of this Agreement and true and correct in all material respects (without regard to any limitation or qualification as to materiality included therein) as of the Closing Date and the Fundamental Purchaser Representations shall have been true and correct in all respects on the date of this Agreement and as of the Closing Date, and the Purchasers shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by them on or before the Closing Date; and

 

8


 

(c)                                  No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Company; and no action, suit, proceeding or investigation shall have been instituted by a Governmental Entity of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Company.

 

3.                                      REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Except as otherwise disclosed in the SEC Documents, the Company represents and warrants to the Purchasers as of the date hereof and as of the Closing Date that:

 

3.1                               Accuracy of Disclosure. The Company has filed or furnished, as applicable, on a timely basis, all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by it with the SEC (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective effective dates (in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment: (A) each of the SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002, as amended, and any rules and regulations promulgated thereunder applicable to the SEC Documents (as the case may be) and (B) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the material statements therein, in the light of the circumstances under which they were made, not misleading.

 

3.2                               Existence and QualificationThe Company has been duly organized, is validly existing and in good standing under the laws of the Cayman Islands and has the requisite power and authority to own, lease and operate its property and to conduct its business as currently conducted and as described in the SEC Documents.  Each of the Company and its Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of their respective businesses or their respective ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.

 

9


 

3.3                               Capitalization; Issuance of Subscription Shares.  The authorized share capital of the Company is $1,000,000 divided into 10,000,000,000 shares comprising of (i) 9,600,000,000 Class A Ordinary Shares, of which 839,868,944 Class A Ordinary Shares (excluding the 23,501,589 Class A Ordinary Shares issued to the Company’s depositary bank for bulk issuance of American Depositary Shares reserved for future issuances upon the exercise or vesting of awards granted under the Company’s share incentive plan) were issued and outstanding as of February 28, 2019, (ii) 100,000,000 Class B Ordinary Shares, of which 40,809,861 Class B Ordinary Shares were issued and outstanding as of February 28, 2019, and (iii) 300,000,000 shares of a par value of $0.0001 each of such class or classes (however designated) as the Board may determine in accordance with the Company’s articles of association. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, have been issued in compliance with all applicable securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in the SEC Documents, the Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

 

3.4                               Valid Issuance of the Notes and the Conversion Shares.  The Notes and the Conversion Shares to be issued, sold and delivered upon conversion of the Notes will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances except as imposed by applicable securities laws, and based in part upon the representations and warranties of the Purchasers in this Agreement, will be issued in compliance with all applicable federal and state securities laws. Accordingly, upon conversion of the Notes, each Purchaser will be entitled to all rights accorded to a holder of the Company’s Class A Ordinary Shares and will be the record and beneficial owner of all such securities and have good and valid title to all such securities, free and clear of all Encumbrances except as imposed by applicable securities laws. The Conversion Shares will be freely transferable in compliance with Rule 144 under the Securities Act upon conversion of the Notes and no restrictive legend will be included in any certificate evidencing such shares.

 

3.5                               Capacity, Authorization and EnforceabilityThe Company has the requisite power and authority to enter into and perform its obligations under this Agreement and consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery by the Purchasers, this Agreement is a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

 

3.6                               Non-ContraventionNeither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the memorandum and articles of association or other constitutional documents of the Company or (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Entity to which the Company or any of its Subsidiaries is subject, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which the Company’s or any of its Subsidiaries’ assets are subject, except in the case of clauses (ii) or (iii) as would not have a Material Adverse Effect.  There is no action, suit or proceeding, pending or, to the knowledge of the Company, threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement to consummate the transactions contemplated hereby.

 

10


 

3.7                               Consents and ApprovalsAssuming the accuracy of the representations and warranties of the Purchasers under this Agreement, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing and those filings required to be made with the SEC and Nasdaq (including, without limitation, a Form 6-K).

 

3.8                               Financial StatementsThe financial statements (including any related notes) contained in the SEC Documents: (A) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby and (C) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby, except as disclosed therein and as permitted under the Exchange Act. Except as disclosed in the SEC Documents, the Company and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of the Company and its Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than liabilities incurred in the ordinary course of business since January 1, 2019.

 

3.9                               Operating and non-GAAP financial DataAll operating data and non-GAAP financial data of the Company and its Subsidiaries disclosed in the SEC Documents, including but not limited to GMV, transaction volume, number of car listings and used car transaction facilitation service take rate, are true and accurate in all material respects.

 

3.10                        Related Party TransactionsThere are no material transactions between the Company or any of its Subsidiaries, on the one hand, and the Company’s or any of its Subsidiaries’ respective 5% or greater shareholders, Affiliates, directors or executive officers, or any Affiliates of such Persons, on the other hand, or any other related party transactions required to be disclosed that are not disclosed in the SEC Documents.

 

3.11                        Absence of Certain ChangesExcept as set forth in the SEC Documents, since December 31, 2018, the Group Companies have conducted their respective businesses in the ordinary course of business consistent with past practice, and there has been no event, occurrence, development or state of circumstances that has, or could reasonably be expected to have, a Material Adverse Effect.

 

3.12                        LitigationExcept as disclosed in the SEC Documents, there are no actions by or against the Company or its Subsidiaries or affecting the business or any of the assets of the Company or its Subsidiaries pending before any Governmental Entity, or, to the Company’s knowledge, threatened to be brought by or before any Governmental Entity that do or could reasonably be expected to result in a Material Adverse Effect.

 

3.13                        Compliance with LawsExcept as disclosed in the SEC Documents, the business of the Company or its Subsidiaries is not being conducted in violation of any applicable law or government order applicable to the Company or any of its Subsidiaries except for violations which do not and could not have a Material Adverse Effect.

 

11


 

3.14                        Brokers’ FeesThere is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries who would be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

 

3.15                        Securities Laws.  (a) No “directed selling efforts” into the United States (as defined in Rule 902 of Regulation S under the Securities Act (“Regulation S”)) with respect to the Notes have been made by the Company, any of its Affiliates, or any Person acting on its behalf, and (b) none of the foregoing Persons has taken any actions that would result in the sale of the Notes to the Purchasers under this Agreement requiring registration under the Securities Act or any U.S. state securities laws.  The Company is a “foreign issuer” (as defined in Regulation S).

 

3.16                        No Registration. No registration under the Securities Act is required for the offer and sale of the Notes by the Company to the Purchasers as contemplated hereby.

 

3.17                        Ranking of the Notes and Senior Indebtedness. The Notes ranks senior in right of payment to any of the Company’s other indebtedness that is expressly subordinated in right of payment to the Notes, pari passu in right of payment to any of the Company’s other indebtedness and liabilities that are not so subordinated, junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and liabilities incurred by the Company’s Subsidiaries. As of March 31, 2019, the aggregate amount of the Company’s indebtedness that is contractually senior in right of payment to the Notes was approximately US$81 million and the aggregate amount of the Company’s indebtedness that is contractually pari passu in right of payment to the Notes (including without limitation the convertible promissory notes issued by the Company to CNCB (Hong Kong) Investment Limited and Golden Fortune Company Limited, respectively, on June 27, 2018) was approximately US$288 million (assuming that the Company has converted RMB into U.S. dollars at the exchange rate of RMB6.89 for US$1.00).  Immediately prior to the Closing, the aggregate amount of the Company’s indebtedness that is contractually senior in right of payment to the Notes will not exceed US$82.5 million and the aggregate amount of the Company’s indebtedness that is contractually pari passu in right of payment to the Notes (including without limitation the convertible promissory notes issued by the Company to CNCB (Hong Kong) Investment Limited and Golden Fortune Company Limited, respectively, on June 27, 2018) will not exceed US$297 million.

 

3.18                        Listing and Maintenance Requirements.  The issuance and sale of the Notes under this Agreement and the transactions contemplated hereby do not contravene the rules and regulations of the Nasdaq Global Select Market.

 

3.19                        Investment Company.  The Company is not, and upon the sale of the Notes contemplated herein and the application of the net proceeds therefrom will not be, required to register as an “investment company” pursuant to the U.S. Investment Company Act of 1940, as amended.

 

3.20                        Money Laundering Laws.  The operations of the Company and its Subsidiaries have been and will be conducted at all times in compliance with the money laundering requirements of all applicable governmental authorities and any related or similar rules, regulations or guidelines, issued administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Entity involving the Company or its Subsidiaries, its Affiliates employees or agents with respect to the Money Laundering Laws is pending or threatened.

 

12


 

3.21                        OFAC.  (i) None of the Company, any of its Subsidiaries, or any director, officer or employee of any of the foregoing, or, to the Company’s knowledge, any agent, Affiliate or representative of the Company, is a Person that is, or is owned 50% or more or controlled by one or more Persons that are (such Persons referred to as “Sanctioned Persons”): (a) the target of any sanctions administered or enforced by the U.S. government (including but not limited to the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or any other relevant sanctions authority (collectively, “Sanctions”), including by being listed on any Sanctions related list of designated persons, or (b) located, organized or resident in, or a national, Governmental Entity, or agent of, a country, region or territory that is the subject or target Sanctions (as of the date hereof, including but not limited to, Cuba, Iran, North Korea, Syria and Crimea (each, a “Sanctioned Country”)). (ii) The Company represents and covenants that the Company and its Significant Subsidiaries have not engaged in, are not now engaged in, and will not engage in, any dealings or transactions directly or indirectly with any Sanctioned Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or the target of Sanctions.

 

3.22                        Foreign Corrupt Practices.  Neither of the Company or its Subsidiaries, nor any Person acting on their behalf, has, directly or indirectly (i) used any funds or will use and proceeds from the sale of the Notes for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any of its Subsidiaries (or made by any Person acting on its behalf of which the Company or any of or its Subsidiaries is aware) which is in violation of any applicable law, or (iv) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder which was or is applicable to the Company or its Subsidiaries.

 

3.23                        PFIC. Based on the Company’s current income and asset and projections as to the value of its assets and market value of its ADSs, including the current and anticipated value of its assets, the Company believes that it was not and does not expect to be a “passive foreign investment company” as defined in Section 1297 of the United States Internal Revenue Code of 1986, as amended for the current taxable year or in foreseeable future.

 

3.24                        Tax Matters.  The Company and its Subsidiaries have filed all material tax returns required by applicable law to be filed by them, have paid all taxes due pursuant to such returns (including interest and penalties), and have paid all other material taxes, fees, assessments and other governmental charges owing by them or in respect of their respective property, income, profits and assets, except for such taxes (a) that are not yet delinquent or (b) that are being appropriately contested in good faith by appropriate proceedings, and against which adequate reserves are being maintained in accordance with GAAP (or the comparable accounting principles in the relevant jurisdiction). No material tax assessment has been imposed on (or threatened in writing to be imposed on) the Company and its Subsidiaries or any of their respective assets.

 

13


 

4.                                      REPRESENTATIONS AND WARRANTIES OF THE FOUNDER.

 

4.1                               Ownership of Company Securities.  The Founder represents and warrants to each Purchaser on the date hereof and as of the Closing Date that:

 

(a)                                 Schedule 3 hereto sets forth a true, correct and complete list of (i) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Founder or any of his Affiliates as of the date of this Agreement (collectively, the “Founder Securities”), and (ii) the Encumbrances the Founder Securities or any direct or indirect interests in the Founder Securities are subject to;

 

(b)                                 other than the Founder Securities, as of the date of this Agreement, the Founder and his Affiliates do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities);

 

(c)                                  other than as specifically set forth on Schedule 3 hereto, the Founder and/or his Affiliates are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Founder Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Founder Securities);

 

(d)                                 (i) the Founder and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in Xin Gao, in each case free and clear of any Encumbrance; (ii) all of the beneficiaries of the Trust are the Founder or his children, parents, spouse or other direct relatives; (iii) the Founder is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (iv) other than the pledge by the Founder of all shares of Gao Li to a third party lender, the Founder is the sole record and beneficial owner of all share capital and other securities of Gao Li and all right, title and interest therein, free and clear of any Encumbrance; (v) Xin Gao is the sole record and beneficial owner of 40,809,861 Class B Ordinary Shares (the “Xin Gao Shares”) and all right, title and interest therein, free and clear of any Encumbrance; (vi) Gao Li is the sole record and beneficial owner of 17,276,410 Class A Ordinary Shares (the “Gao Li Shares”) and all right, title and interest therein, free and clear of any Encumbrance, other than the pledge by Gao Li of the Gao Li Shares as set forth in schedule C to the Investors’ Rights Agreement; (vii) Xin Gao does not have, and other than (x) the pledge by Gao Li of the Gao Li Shares as set forth in schedule C to the Investors’ Rights Agreement, and (y) Gao Li’s payment obligations under that certain share transfer agreement, dated as of September 14, 2017, by and between Bertelsmann Asia Investments AG and Gao Li in an aggregate amount of no more than US$3.4 million, Gao Li does not have, any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation; and (viii) the Founder does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of Kingkey Global or BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation;

 

14


 

(e)                                  except as set forth on Schedule 3 hereto, the Founder Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or Transfer of such Founder Securities (other than the Investors’ Rights Agreement), and the Founder and his Affiliates have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Founder Securities (other than the Investors’ Rights Agreement); and

 

(f)                                   except as set forth on Schedule 3 hereto, the Founder and his Affiliates are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of beneficial ownership of the Founder Securities.

 

5.                                      REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.  Each Purchaser, severally and not jointly, represents and warrants to the Company as of the date hereof and as of the Closing Date that:

 

5.1                               ExistenceSuch Purchaser has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization.

 

5.2                               CapacitySuch Purchaser has the requisite power and authority to enter into and perform its respective obligations under this Agreement and consummate the transactions contemplated hereby.

 

5.3                               Authorization and EnforceabilityThis Agreement has been duly authorized, executed and delivered by such Purchaser, and assuming the due authorization, execution and delivery by the Company, this Agreement is a valid and binding agreement of such Purchaser, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity.

 

5.4                               Non-ContraventionNeither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the memorandum and articles of association or other constitutional documents of such Purchaser or (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any Governmental Entity to which such Purchaser is subject, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which such Purchaser is a party or by which such Purchaser is bound or to which any assets of such Purchaser are subject, in each case of the foregoing (ii) and (iii), in such a manner that would materially and adversely affect such Purchaser’s ability to consummate the transactions contemplated hereby.  There is no action, suit or proceeding, pending or, to the knowledge of such Purchaser, threatened against such Purchaser that questions the validity of this Agreement or the right of such Purchaser to enter into this Agreement to consummate the transactions contemplated hereby.

 

5.5                               Consents and ApprovalsNeither the execution and delivery by such Purchaser of this Agreement, nor the consummation by such Purchaser of any of the transactions contemplated hereby, nor the performance by such Purchaser of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing.

 

15


 

5.6                               Investment Intent.  Such Purchaser is purchasing the Notes solely for its own account for investment, and not with a view to, or for sale in connection with, any distribution of the Notes or any portion thereof, and not with any present intention of selling, offering to sell, or otherwise disposing of or distributing the Notes or any portion thereof in any transaction.  The entire legal and beneficial interest of the Notes is being purchased, and will be held, for such Purchaser’s own account only, and neither in whole or in part for the account of any other Person.

 

5.7                               Regulation S Eligibility; Restriction on Resale. Such Purchaser acknowledges that it is acquiring the Notes in an “offshore transaction” (as defined in Regulation S) in reliance upon the exemption from registration provided by Regulation S.  Such Purchaser is not a U.S. person as defined in Rule 902 of Regulation S and is located outside of the United States.  Such Purchaser understands that the Notes to be purchased by such Purchaser has not been registered under the Securities Act or any U.S. state law and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and applicable U.S. state law.

 

5.8                               Brokers’ FeesThere is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of such Purchaser who would be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

 

5.9                               Investment ExperienceSuch Purchaser is a sophisticated purchaser with knowledge and experience in financial and business matters such that such Purchaser is capable of evaluating the merits and risks of the investment in the Notes and the Conversion Shares.  Such Purchaser is able to bear the economic risks of an investment in the Notes and the Conversion Shares.  Such Purchaser understands that securities prices are a function of a large number of variables and that there is no way for the Company to predict or otherwise gauge the market’s reaction to the disclosure of any material information. Such Purchaser acknowledges and affirms that, with the assistance of its advisors, it has conducted and completed its own investigation, analysis and evaluation related to the investment in the Notes and the Conversion Shares. Such Purchaser understands and acknowledges that the Company has or may have information concerning the Company and its Affiliates including, but not limited to, the short term and long-term plans of the Company and its Affiliates. With full recognition of the foregoing, and after discussing these matters with its counsel and such other advisors as it deems appropriate, such Purchaser wishes to consummate the transactions contemplated under this Agreement on the terms set forth herein.

 

6.                                      COVENANTS.

 

6.1                               Further Assurances. From the date of this Agreement to the Closing Date, the Company and the Purchasers shall use their reasonable efforts to fulfill, or obtain the fulfillment of, all of the conditions precedent to the consummation of the transactions contemplated hereby.

 

6.2                               Reservation of Shares. At all times for so long as any Note (or any portion thereof) remains outstanding, the Company shall take all actions necessary to have authorized, and reserved for the purpose of issuance, no less than one hundred percent (100%) of the aggregate number of Class A Ordinary Shares needed to provide for the complete issuance of the Conversion Shares underlying the Notes.

 

16


 

6.3                               Lock-Up.  Notwithstanding any other provisions of this Agreement or any other agreement by the Company and the Purchasers, during the Lock-Up Period, the Purchasers shall not, and shall procure that none of its Affiliates will, without the prior written consent of the Company, directly or indirectly through one or a series of transactions, Transfer any Notes or Conversion Shares to any Person other than the Purchaser’s Affiliates. Any Transfer of Notes or Conversion Shares made in violation of this Section 6.3 shall be null and void ab initio and shall not be recorded on the books and records of the Company.

 

6.4                               No Transfer to Adverse Persons.  Notwithstanding any other provisions of this Agreement or any other agreement by the Company and the Purchasers, the Purchasers shall not, directly or indirectly, Transfer and shall not permit any Transfer of, through one or a series of transactions, any Notes or Conversion Shares held by them directly or indirectly (including through any Affiliate) to any Adverse Person without the prior written consent of the Company, other than through open market sales to any transferee that is not known by the selling Purchaser to be an Adverse Person. Any Transfer of any Notes or Conversion Shares made in violation of this Section 6.4 shall be null and void ab initio and shall not be recorded on the books and records of the Company.

 

6.5                               Use of Proceeds. The Company shall use the proceeds from the issuance of the Notes and any other funds in the Joint Account for such general corporate purposes as determined by the Board from time to time (the “Agreed Purposes”), and shall not use the proceeds from the issuance of the Notes or any other funds in the Joint Account (a) for any purpose other than the Agreed Purposes, (b) to fund or facilitate any activities of or business with any Person that is the subject or the target of Sanctions, (c) to fund or facilitate any activities of or business in any country or territory that is subject of any Sanctions, (d) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any anti-corruption laws, or (e) in a way that that result in noncompliance with all applicable anti-money laundering or anti-terrorism statutes, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Entity.  The Company shall take all necessary actions and shall cause the Company Designee to take all necessary actions to cause all funds in the Joint Account to be disbursed in accordance with this Section 6.5.   The Company shall procure that at all times following the Closing, (i) a Purchaser Designee shall be a joint signatory of the Joint Account and (ii) the bank with which the Joint Account is opened does not permit any disbursement from the Joint Account (and no funds are disbursed from the Joint Account) without the signature of such Purchaser Designee.  The Company, on the one hand, and the Purchasers, on the other hand, shall cause the Company Designee and the Purchaser Designee, respectively, to follow the Board’s instructions when taking actions in their capacities as signatories of the Joint Account with respect to disbursement of funds from such account.

 

6.6                               Deposit Arrangement.  To the extent permitted by applicable law, upon written request by any Purchaser at any time and from time to time, the Company shall (a) do and perform, or cause to be done and performed, all such acts and things (including to provide any consent or confirmation and to satisfy any other procedural or substantive requirements under the Deposit Agreement), and shall execute and deliver all such other agreements, certificates, instruments and documents, as may be necessary or reasonably requested by such Purchaser, in order to effect the conversion into ADSs (free of any restrictive legend) of all or a portion of the Conversion Shares owned or acquired by such Purchaser as set forth in such written request, and (b) shall otherwise use its best efforts to facilitate and effect (or cause to be effected) the conversion of such Conversion Shares into ADSs (free of any restrictive legend), in each case as soon as practicable and in any event within seven (7) days after receipt of such written request.  The Company and its Affiliates shall pay any and all fees and expenses incurred as a result of effecting the deposit arrangement referred to in this Section 6.6, including ADS conversion fees.

 

17


 

6.7                               Account Pledge.  As soon as practicable and in any event within thirty (30) days (or such longer period as agreed to by the Major Purchasers) following the Closing, the Company shall deliver to the Purchasers such account pledge agreement, security fund pledge agreement and/or such other applicable agreements, in each case duly executed by the Company in form and substance reasonably satisfactory to the Major Purchasers, pursuant to which the Company will grant to the Purchasers, to the extent applicable in the relevant jurisdiction and available with the bank with which the Joint Account is opened, a first and continuing lien on and security interest in and to (and such other security interest in or pledge or charge of) all of the Company’s right, title and interest in (i) the Joint Account; (ii) all funds from time to time deposited or held in the Joint Account, all investments made with respect thereto and all interest, if any, earned thereon; and (iii) to the extent not covered by the foregoing clauses (i) and (ii), all products and proceeds of any or all of the foregoing, to secure the full and punctual performance and satisfaction of (a) all payment obligations (including payment of the Principal Amounts of the Notes and interest accrued thereon) and (b) the other obligations of the Company, the Founder and/or other Founder Parties (as defined in the Investors’ Rights Agreement), as applicable, under this Agreement and (in respect of the Major Purchasers) under the Investors’ Rights Agreement.

 

6.8                               D&O Insurance.  If following the Closing the Major Purchasers reasonably determine that the terms and conditions of the Company’s existing directors’ and officers’ liability insurance are not satisfactory to such Major Purchasers as being customary for similarly situated companies, then as soon as practicable and in any event within thirty (30) days (or such longer period as agreed to by the Major Purchasers) following the Closing, the Company shall obtain such additional policy of directors’ and officers’ liability insurance (with the premium of such policy to be paid out of the Joint Account, which payment shall hereby be deemed to have been approved by the Purchaser Designee), covering the Investor Directors (as defined in the Investors’ Rights Agreement) from an insurance company(ies) and with such benefits and level of coverage and other terms and conditions that, together with the Company’s existing directors’ and officers’ liability insurance, are reasonably satisfactory to the Major Purchasers as being customary for similarly situated companies.

 

7.                                      INDEMNIFICATION.

 

7.1                               Indemnification.

 

(a)                                 Subject to the other provisions of this Article 7, the Company and the Founder (each an “Indemnifying Party”) shall, severally but not jointly, indemnify and hold the Purchasers, their respective Affiliates, and the Purchasers’ and their respective Affiliates’ members, partners, managers, directors, officers, employees, advisors and agents (collectively, the “Indemnified Party”) harmless from and against any losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees (collectively, “Losses”) resulting from or arising out of: (i) any breach or violation of, or inaccuracy in, any representation or warranty respectively made by such Indemnifying Party or its applicable Affiliates (other than any Purchaser that may be deemed as an Affiliate of the Company) under this Agreement; or (ii) any breach or violation of, or failure to perform, any covenants or agreements respectively made by or on behalf of, or to be performed by, such Indemnifying Party or its applicable Affiliates (other than any Purchaser that may be deemed as an Affiliate of the Company) under this Agreement.

 

18


 

(b)                                 No Indemnifying Party shall be liable for any Loss consisting of punitive damages (except to the extent that such punitive damages are awarded to a third party against an Indemnified Party in connection with a Third Party Claim).

 

(c)                                  The maximum aggregate amount of Losses that the Indemnified Parties will be entitled to recover pursuant to Section 7.1(a)(i) shall be limited to 100% of the aggregate Principal Amounts of all Purchasers. Notwithstanding the foregoing or anything else to the contrary contained herein, the limitations on indemnification set forth in this Agreement (including, without limitation, the limitations set forth in this Section 7.1) shall not apply to any claim based on fraud, willful misrepresentation or willful misconduct of the Indemnifying Party or its Subsidiaries or Affiliates.

 

(d)                                 A Indemnified Party shall not be entitled to recover from the Indemnifying Party under this Agreement more than once in respect of the same Losses suffered.

 

(e)                                  The remedies contained in this Article 7 shall be the sole and exclusive monetary remedy of the Indemnified Parties for any claim arising out of or resulting from this Agreement, except that the foregoing restriction and other limitations or exceptions with respect to the obligations or liabilities on any Party provided hereunder shall not apply to any Loss incurred by any Indemnified Party arising due to fraud, willful misrepresentation or willful misconduct of the Indemnifying Party or its Subsidiaries or Affiliates. Nothing in this Article 7 or elsewhere in this Agreement shall affect any parties’ rights to specific performance or other equitable or non-monetary remedies with respect to the covenants and agreements in this Agreement; provided that for the avoidance of doubt, except in the case of fraud, nothing contained herein shall permit any party to rescind this Agreement.

 

7.2                               Third Party Claims.

 

(a)                                 If any third party shall notify an Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) and such Indemnified Party believes such claim would give rise to a claim for indemnification against the Indemnifying Party under this Article 7, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure.

 

(b)                                 Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim and acknowledging to the Indemnified Party in writing that it would have an indemnity obligation for any Losses resulting from or arising out of such Third Party Claim as provided under this Article 7, and upon delivery of such notice and acknowledgement by the Indemnifying Party, the Indemnifying Party shall have the right to control and settle the proceeding, provided that, (i) any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party which consent shall not be unreasonably withheld or delayed, and (ii) and the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis.

 

19


 

(c)                                  If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the Person asserting the Third Party Claim or any cross complaint against any Person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim for which indemnity is sought under this Agreement, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement (except for its consent required under Section 7.2(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 7.2(b).

 

(d)                                 In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within thirty (30) days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

 

7.3                               Other Claims.  In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s good faith estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure, delay or deficiency in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been materially prejudiced by such failure, delay or deficiency. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim.

 

8.                                      MISCELLANEOUS.

 

8.1                               Registration Rights.  In addition to, and without prejudice to, any applicable rights set forth under the Fourteenth Amended and Restated Shareholders Agreement of the Company, dated January 2, 2018 (as amended, the “Shareholders’ Agreement”), the parties hereto agree that the Purchasers shall have, with respect to any and all Conversion Shares, the registration rights and bear the corresponding obligations specified in Schedule 4 hereto.

 

8.2                               Survival of the Representations and Warranties. All representations and warranties made by any party hereto other than the Fundamental Company Representations and the Fundamental Purchaser Representations shall survive for eighteen (18) months from and after the date hereof, and shall terminate and be without further force or effect on the date that is eighteen (18) months from and after the date hereof, and the Fundamental Company Representations and the Fundamental Purchaser Representations shall survive for five (5) years from and after the date hereof, and shall terminate and be without further force or effect on the date that is five (5) years from and after the date hereof, except that any claim under any representation or warranty made by any party hereto that have been asserted in writing pursuant to Section 7.1 against the party hereto making such representation or warranty prior to the expiration of the applicable survival period set forth in this Section 8.2 shall survive until such claim is fully and finally resolved.

 

20


 

8.3                               Governing Law; Third Party Rights; Arbitration. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.  Nothing in this Agreement, express or implied, is intended to confer upon any Person, other than the parties hereto and their respective permitted successors and assigns and transferees, any rights or remedies under or by reason of this Agreement, except as expressly provided in this Agreement.  Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The seat of arbitration shall be Hong Kong. Each of the parties hereto irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement or the transactions contemplated hereby.

 

8.4                               Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the parties hereto.

 

8.5                               Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, the Purchasers, the Company, and their respective heirs, successors and permitted assigns.

 

8.6                               Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchasers without the express written consent of the other party hereto, except that any Purchaser may assign all or any part of its rights and obligations hereunder to any Affiliate of such Purchaser without the consent of the other parties hereto, provided that no such assignment shall relieve such Purchaser of its obligations hereunder if such assignee does not perform such obligations.  Any purported assignment in violation of the foregoing sentence shall be null and void.

 

8.7                               Notices. All notices, requests, demands, and other communications required or permitted to be given by one party hereto to the other party hereto under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of actual delivery if delivered personally, (ii) on the date sent if sent by facsimile, (iii) on the next Business Day following delivery to Federal Express for overnight courier service, or (iv) on the day of attempted delivery by the postal service if mailed by registered or certified mail, return receipt requested, postage paid, in each case as properly addressed or delivered as follows:

 

21


 

If to the Company or the Founder, at:

Uxin Limited

 

2-5F, Tower E, LSHM Center,

 

No. 8 Guangshun South Avenue

 

Chaoyang District, Beijing, 100102

 

People’s Republic of China

 

E-mail: daikun@xin.com

 

Attn: Mr. Kun Dai

 

 

If to WP, at:

Redrock Holding Investments Limited

 

c/o Warburg Pincus Asia LLC, 450 Lexington
Avenue, New York, NY 10017, USA

 

Fax: +1 (212) 716-8672

 

Email: steven.glenn@warburgpincus.com

 

Attn: Steven Glenn

 

 

 

with a copy to:

 

 

 

c/o Warburg Pincus Asia LLC, Suite 6703, Two
International Finance Centre, 8 Finance Street,
Central, Hong Kong

 

Fax: +852 2539 4322

 

Email: tiffany.tang@warburgpincus.com

 

Attn: Tiffany Tang

 

 

If to TPG, at:

TPG Growth III SF Pte. Ltd.

 

80 Raffles Place, #15-01 UOB Plaza 1

 

Singapore 048624

 

E-mail: dmosse@tpg.com

 

Fax: +1 415 743 1601

 

Attn: David Mosse

 

 

If to Clearvue, at:

ClearVue UXin Holdings, Ltd.

 

Unit 902, Wheelock Square,

 

No.1717, West Nanjing Road,

 

JingAn, Shanghai, China, 200040

 

Tel.: 021-50318996

 

E-mail: Kathleen.ying@cvpcap.com

 

Attn: Kathleen Ying

 

 

If to Magic Carpet or EBF, at:

Magic Carpet International Limited

 

Unit 908 West Tower, Genesis Beijing,

 

8 Xinyuan South Road,

 

Chaoyang District, Beijing 100027, P.R.China

 

Tel.: 021-62090978

 

E-mail: nicole.zhu@ebfcapital.com

 

Attn: Nicole Zhu

 

 

If to the Strategic Investor, at:

58.com Holdings Inc.

 

Building 101

 

No. 10 Jiuxianqiao North Road Jia

 

Chaoyang District, Beijing, 100015

 

People’s Republic of China

 

E-mail: conglin@58.com

 

Attn: Mr. Cong Lin

 

22


 

Any party hereto may change its address for purposes of this Section 8.7 by giving the other party hereto written notice of the new address in the manner set forth above.

 

8.8                               Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the parties hereto with respect to the matters covered hereby are merged and superseded by this Agreement.

 

8.9                               Severability.  If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

 

8.10                        Fees and Expenses. Except as otherwise provided in this Agreement, each of the Company and the Purchasers shall pay its own expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including fees and expenses of attorneys, accountants, consultants and financial advisors.

 

8.11                        Confidentiality. (a) Each party hereto shall keep in confidence, and shall not use (except for the purposes of the transactions contemplated hereby) or disclose, any non-public information disclosed to it or its Affiliates, representatives or agents in connection with this Agreement or the transactions contemplated hereby, other than to its members, managers, directors, officers, employees, partners, co-investors, auditors, counsels, consultants and other advisors and representatives who have a need to know such information, and (b) each party hereto shall ensure that its Affiliates, representatives and agents keep in confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public information, provided, however, that nothing in this Agreement shall restrict any party from disclosing information (i) that is already publicly available not as a result of a breach of this section, or (ii) that may be required by applicable law, statute, treaty, rule, regulation, order, right, privilege, qualification, license or franchise or determination of a Governmental Entity.

 

8.12                        Specific Performance. The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

 

8.13                        Termination. In the event that the Closing shall not have occurred by December 31, 2019, the Company or any Purchaser (with respect to itself) may terminate this Agreement with no further force or effect, except for the provisions of Article 8, which shall survive any termination under this Section 8.13, provided that (a) any party hereto who is then in a material breach of this Agreement shall not be entitled to terminate this Agreement pursuant to this Section 8.13, and (b) each party shall remain liable for any breach prior to such termination of any of its representations, warranties, covenants or agreements set forth in this Agreement.

 

23


 

8.14                        Headings. The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the article or section so designated.

 

8.15                        Execution in Counterparts. For the convenience of the parties hereto and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute but one and the same instrument.

 

8.16                        No Waiver. Except as specifically set forth herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative.  No failure or delay on the part of any party hereto in exercising any right, power or remedy under this Agreement will operate as a waiver of such right, power or remedy, and no single or partial exercise of any such right, power or remedy will preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy.  To the maximum extent permitted by applicable law, (a) no claim or right arising out of this Agreement can be discharged by one party hereto, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party hereto; (b) no waiver that may be given by a party hereto will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party hereto will be deemed to be a waiver of any obligation of that party or of the right of the party hereto giving such notice or demand to take further action without notice or demand as provided in this Agreement.

 

[Remainder of Page Intentionally Left Blank]

 

24


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

Uxin Limited

 

 

 

By:

/s/ Kun Dai

 

 

Name: Kun Dai

 

 

Title: Chairman and Chief Executive Officer

 

[Signature Page to Note Purchase Agreement]

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

Kun Dai

 

 

 

/s/ Kun Dai

 

[Signature Page to Note Purchase Agreement]

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

Redrock Holding Investments Limited

 

 

 

By:

/s/ David Sreter

 

 

Name: David Sreter

 

 

Title: Director

 

[Signature Page to Note Purchase Agreement]

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

TPG Growth III SF Pte. Ltd.

 

 

 

By:

/s/ David Mosse

 

 

Name: David Mosse

 

 

Title: Director

 

[Signature Page to Note Purchase Agreement]

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

ClearVue UXin Holdings, Ltd.

 

 

 

By:

/s/ William Apollo Chen

 

 

Name: William Apollo Chen

 

 

Title: Managing Director

 

[Signature Page to Note Purchase Agreement]

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

Magic Carpet International Limited

 

 

 

By:

/s/ Ying Zhu

 

 

Name: Ying Zhu

 

 

Title: Director

 

[Signature Page to Note Purchase Agreement]

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

Zhuhai Guangkong Zhongying Industrial Investment Fund (Limited Partnership)

 

 

 

By:

/s/ Lianchen Yin

 

 

Name: Lianchen Yin

 

 

Title: Authorized Signatory

 

[Signature Page to Note Purchase Agreement]

 


 

IN WITNESS WHEREOF, the parties hereto have executed this Convertible Note Purchase Agreement as of the date first above written.

 

 

58.com Holdings Inc.

 

 

 

By:

/s/ Jinbo Yao

 

 

Name: Jinbo Yao

 

 

Title: Director

 

[Signature Page to Note Purchase Agreement]

 


 

SCHEDULE 1

 

ALLOCATION OF NOTES TO PURCHASERS

 

Purchaser

Principal Amount

WP

US$40 million

TPG

US$60 million

Clearvue

US$20 million

Magic Carpet

US$6,200,000

EBF

US$3,800,000

Strategic Investor

US$100 million

Total

US$230 million

 


 

SCHEDULE 2

 

Adverse Persons

 

[***]

 


 

SCHEDULE 3

 

Founder Securities

 

Company
Securities

 

 

Number of
Shares

 

 

Shareholder

 

 

Encumbrances

 

 

Voting Rights / Transfer Restrictions

Class B Ordinary Shares

 

 

40,809,861

 

 

Xin Gao

 

 

None

 

 

Class A Ordinary Shares

 

 

17,276,410

 

 

Gao Li

 

 

All pledged to a third-party lender

 

 

Class A Ordinary Shares

 

 

61,129,800

 

 

Kingkey New Era Auto Industry Global Limited (“Kingkey Global”)

 

 

All pledged to a third-party lender

 

 

Disposal of these shares requires the prior written consent of (i) holders of more than 75% of shares in Kingkey Global and (ii) the director designated by the third-party lender.

Class A Ordinary Shares

 

 

14,764,090