SEC Filing | Uxin Limited

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2021

--------------

Commission File Number: 001-38527

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Uxin Limited

1&3/F, No. 12 Beitucheng East Road,

Chaoyang District, Beijing 100029,

People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ___X____ Form 40-F _________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

EXPLANATORY NOTE

This current report on Form 6-K is hereby incorporated by reference to the registration statement on Form F-3 (File No. 333-259199) filed with the U.S. Securities and Exchange Commission on August 31, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UXIN LIMITED


By:		/s/ Feng Lin
Name:		Feng Lin
Title:		Chief Financial Officer

Date: December 29, 2021

Exhibit Index

Exhibit 99.1—

Unaudited Interim Consolidated Financial Statements of Uxin Limited as of and for the six months ended September 30, 2021

Exhibit 99.1

UXIN LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Unaudited Interim Condensed Consolidated Balance Sheets as of March 31, 2021 and September 30, 2021	F-2-F-3
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the six months ended September 30, 2020 and 2021	F-4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) for the six months ended September 30, 2020 and 2021	F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2020 and 2021	F-6-F-7
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	F-8

F-1

UXIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2021 AND SEPTEMBER 30, 2021

(All amounts in thousands, except for share and per share data, unless otherwise noted)


	March 31,	September 30,
	2021	2021
	RMB	RMB	US$
			(Note 2.7)
ASSETS

Current assets:
Cash and cash equivalents	192,605	216,782	33,644
Restricted cash	41,114	13,847	2,149
Accounts receivable, net	2,446	3,317	515
Amounts due from related parties, net of provision for credit losses of RMB6,456 as of March 31, 2021	129,383	—	—
Loan recognized as a result of payment under the guarantee, net of provision for credit losses of RMB1,182,609 and RMB733,169 as of March 31, 2021 and September 30, 2021, respectively	179,947	130,347	20,230
Other receivables, net of provision for credit losses of RMB20,980 and RMB25,037 as of March 31, 2021 and September 30, 2021, respectively	110,025	189,735	29,446
Inventory, net	69,587	291,773	45,282
Prepaid expenses and other current assets	107,836	95,665	14,847

Total current assets	832,943	941,466	146,113

Non-current assets:
Property, equipment and software, net	29,306	27,186	4,219
Intangible assets, net	27	7	1
Long-term investments	288,428	288,702	44,806
Other non-current assets	36,000	30,000	4,656
Right-of-use assets, net	46,829	39,388	6,113

Total non-current assets	400,590	385,283	59,795

Total assets	1,233,533	1,326,749	205,908
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT

Current liabilities (including amounts of the consolidated VIEs and VIEs’ subsidiaries without recourse to the primary beneficiary of RMB65,476 and RMB63,331 as of March 31, 2021 and September 30, 2021, respectively)
Current portion of long-term borrowings	79,560	27,063	4,200
Accounts payable	101,205	95,047	14,751
Guarantee liabilities	2,441	566	88
Other payables and other current liabilities	788,303	552,230	85,705
Deferred revenue	23,296	19,989	3,102
Amounts due to related parties	69,434	—	—
Operating lease liabilities, current	11,657	17,894	2,777
Consideration payment to WeBank, current	71,309	53,357	8,281
Warrant liabilities	—	1,815,265	281,725
Forward contract liabilities	—	547,985	85,046

Total current liabilities	1,147,205	3,129,396	485,675
Non-current liabilities
Long-term borrowings	233,000	233,000	36,161
Convertible notes, non-current	1,614,040	—	—
Operating lease liabilities, non-current	34,365	12,362	1,919
Consideration payment to WeBank, non-current	200,778	141,195	21,913
Other non-current liabilities	—	1,043,508	161,949

Total non-current liabilities	2,082,183	1,430,065	221,942

Total liabilities	3,229,388	4,559,461	707,617

F-2

UXIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2021 AND SEPTEMBER 30, 2021

(All amounts in thousands, except for share and per share data, unless otherwise noted)


		March 31,	September 30,
		2021	2021
		RMB	RMB	US$
				(Note 2.7)
Contingencies and commitments	24

Mezzanine equity

Senior convertible preferred shares (US$0.0001 par value, nil and 1,000,000,000 shares authorized as of March 31, 2021 and September 30, 2021, respectively; nil and 291,290,416 shares issued and outstanding as of March 31, 2021 and September 30, 2021, respectively)		—	—	—

Total Mezzanine equity		—	—	—

Shareholders’ deficit
Ordinary shares (US$0.0001 par value, 10,000,000,000 and 9,000,000,000 shares authorized as of March 31, 2021 and September 30, 2021, respectively; 1,071,621,698 Class A ordinary shares and 40,809,861 Class B ordinary shares issued and outstanding as of March 31, 2021; 1,145,427,125 Class A ordinary shares and 40,809,861 Class B ordinary shares issued and outstanding as of September 30, 2021)		733	781	121
Additional paid-in capital		13,695,877	14,228,359	2,208,207
Accumulated other comprehensive income		217,747	232,146	36,028
Accumulated deficit		(15,910,049)	(17,693,835)	(2,746,040)

Total UXIN LIMITED shareholders’ deficit		(1,995,692)	(3,232,549)	(501,684)
Non-controlling interests		(163)	(163)	(25)
Total shareholders’ deficit		(1,995,855)	(3,232,712)	(501,709)

Total liabilities, mezzanine equity and shareholders’ deficit		1,233,533	1,326,749	205,908

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3

UXIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020 AND 2021

(All amounts in thousands, except for share and per share data, unless otherwise noted)


	Six Months Ended September 30,
	2020	2021
	RMB	RMB	US$
			(Note 2.7)
Revenues:
Retail vehicle sales	36,108	228,043	35,392
Wholesale vehicle sales	—	377,881	58,646
Commission revenue	41,803	—	—
Value-added service revenue	35,102	—	—
Others (including RMB6,707 and RMB176 from related party during the six months ended September 30, 2020 and 2021, respectively)	25,580	17,807	2,764
Total revenues	138,593	623,731	96,802

Cost of revenues	(173,396)	(597,968)	(92,803)
Gross (loss)/ profit	(34,803)	25,763	3,999

Operating expenses:
Sales and marketing	(191,276)	(86,304)	(13,394)
Research and development	(41,873)	(16,493)	(2,560)
General and administrative	(142,749)	(73,230)	(11,365)
(Provision for)/reversal of credit losses, net	(94,056)	6,782	1,053
Total operating expenses	(469,954)	(169,245)	(26,266)

Other operating income, net	213,796	46,872	7,274

Loss from continuing operations	(290,961)	(96,610)	(14,993)

Interest income	43,840	3,212	498
Interest expenses	(52,885)	(28,110)	(4,363)
Other income	4,999	3,509	545
Other expenses	(5,765)	(5,890)	(914)
Foreign exchange gains/(losses)	74	(5,222)	(810)
Inducement charge	(121,056)	—	—
Fair value impact of the issuance of senior convertible preferred shares	—	(1,654,949)	(256,844)
Loss from continuing operations before income tax expense	(421,754)	(1,784,060)	(276,881)
Income tax expense	(32)	—	—
Equity in income of affiliates, net of tax	10,482	274	43
Net loss from continuing operations, net of tax	(411,304)	(1,783,786)	(276,838)

Less: net loss attributable to non-controlling interests shareholders	(7)	—	—
Net loss from continuing operations, attributable to UXIN LIMITED’s ordinary shareholders	(411,297)	(1,783,786)	(276,838)

Discontinued operations
Net income from discontinued operations before income tax	295,744	—	—
Net income from discontinued operations	295,744	—	—
Net income from discontinued operations attributable to UXIN LIMITED’s ordinary shareholders	295,744	—	—
Net loss	(115,560)	(1,783,786)	(276,838)
Less: net loss attributable to non-controlling interests shareholders	(7)	—	—
Net loss attributable to UXIN LIMITED's ordinary shareholders	(115,553)	(1,783,786)	(276,838)

Net loss	(115,560)	(1,783,786)	(276,838)
Other comprehensive income
Foreign currency translation, net of tax nil	64,782	14,399	2,235

Total comprehensive loss	(50,778)	(1,769,387)	(274,603)
Less: total comprehensive loss attributable to non-controlling interests shareholders	(7)	—	—
Total comprehensive loss attributable to UXIN LIMITED’s ordinary shareholders	(50,771)	(1,769,387)	(274,603)
Net loss from continuing operations, attributable to ordinary shareholders	(411,297)	(1,783,786)	(276,838)
Net income from discontinued operations, attributable to ordinary shareholders	295,744	—	—
Net loss attributable to UXIN LIMITED’s ordinary shareholders	(115,553)	(1,783,786)	(276,838)
Weighted average shares outstanding – basic	997,541,095	1,177,159,051	1,177,159,051
Weighted average shares outstanding – diluted	1,225,268,425	1,367,056,109	1,367,056,109

Net (loss)/ income per share for ordinary shareholders, basic
Continuing operations	(0.41)	(1.52)	(0.24)
Discontinued operations	0.30	—	—

Net (loss)/ income per share for ordinary shareholders, diluted
Continuing operations	(0.41)	(1.91)	(0.30)
Discontinued operations	0.27	—	—

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

UXIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/(DEFICIT)

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020 AND 2021

(All amounts in thousands, except for share and per share data, unless otherwise noted)


	Ordinary share					Total UXIN
	(US $0.0001 par value)			Accumulated other		LIMITED	Non-	Total
	Number of		Additional paid-in	comprehensive	Accumulated	shareholders’	controlling	shareholders’
	shares	Amount	capital	income	deficit	equity/(deficit)	interest	equity/(deficit)
		RMB	RMB	RMB	RMB	RMB	RMB	RMB
Balance as of March 31, 2020	887,667,457	581	13,036,989	106,764	(15,488,827)	(2,344,493)	(154)	(2,344,647)
Foreign currency translation adjustments	—	—	—	64,782	—	64,782	—	64,782
Net loss	—	—	—	—	(115,553)	(115,553)	(7)	(115,560)
Share-based compensation	—	—	(20,330)	—	—	(20,330)	—	(20,330)
Issuance of ordinary shares due to exercise of the share options	2,028,907	1	994	—	—	995	—	995
Conversion of convertible notes	136,279,973	93	506,659	—	—	506,752	—	506,752
Balance as of September 30, 2020	1,025,976,337	675	13,524,312	171,546	(15,604,380)	(1,907,847)	(161)	(1,908,008)

	Ordinary share					Total UXIN
	(US $0.0001 par value)			Accumulated other		LIMITED	Non-	Total
	Number of		Additional paid-in	comprehensive	Accumulated	shareholders’	controlling	shareholders’
	shares	Amount	capital	income	deficit	equity/(deficit)	interest	equity/(deficit)
		RMB	RMB	RMB	RMB	RMB	RMB	RMB
Balance as of March 31, 2021	1,112,431,559	733	13,695,877	217,747	(15,910,049)	(1,995,692)	(163)	(1,995,855)
Foreign currency translation adjustments	—	—	—	14,399	—	14,399	—	14,399
Net loss	—	—	—	—	(1,783,786)	(1,783,786)	—	(1,783,786)
Issuance of ordinary shares due to exercise of the share options	6,815,136	5	15,607	—	—	15,612	—	15,612
Share-based compensation	—	—	8,884	—	—	8,884	—	8,884
Debt restructuring gain from equity holders of the Company (Note 12)	—	—	61,018	—	—	61,018	—	61,018
Conversion of convertible notes (Note 12)	66,990,291	43	446,973	—	—	447,016	—	447,016
Balance as of September 30, 2021	1,186,236,986	781	14,228,359	232,146	(17,693,835)	(3,232,549)	(163)	(3,232,712)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

F-5

Table of Contents

UXIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020 AND 2021

(All amounts in thousands, except for share and per share data, unless otherwise noted)


	Six Months Ended September 30,
	2020	2021
	RMB	RMB	US$
			(Note 2.7)
Cash flows from operating activities:
Net loss (continuing and discontinued operations)	(115,560)	(1,783,786)	(276,838)
Adjustments to reconcile net loss to net cash generated from operating activities:
Shared-based compensation	(20,330)	8,884	1,379
Depreciation and amortization of property, equipment and software	28,787	8,096	1,256
Amortization of intangible assets	77	20	3
Amortization of right-of-use assets	5,798	5,569	864
Loss/ (gain) from disposal of property, equipment and software	4,805	(1,390)	(216)
Equity in income of affiliates	(10,482)	(274)	(43)
Provision for/ (reversal of) inventory	11,623	(258)	(40)
Goodwill impairment	9,541	—	—
Provision for/ (reversal of) credit losses	94,056	(6,782)	(1,053)
Impairment of net assets transferred	420,000	—	—
Guarantee income	(207,445)	(72)	(11)
Transaction gain from divestiture transactions, net	(721,211)	—	—
Discounting impact of consideration payment to WeBank	(39,335)	6,268	973
Inducement charge of convertible notes	121,056	—	—
Fair value impact of the issuance of senior convertible preferred shares (Note 12, 17)	—	1,654,949	256,844
Gains from waiver of operating payables	—	(49,141)	(7,627)
Changes in operating assets and liabilities:
Receivables, prepaid expenses and other current assets	28,278	20,300	3,151
Amounts due from related parties	21,108	3,817	592
Amounts due to related parties	37,736	—	—
Loan recognized as a result of payment under the guarantee	(13,550)	65,068	10,098
Advance to sellers	33,127	—	—
Financial lease receivables	8,333	10	2
Inventory	(33,485)	(223,155)	(34,633)
Payables, accruals and other liabilities	(204,286)	(208,635)	(32,380)
Deposit of interests from consumers and payable to financing partners	(17,904)	—	—
Deferred revenue	(7,336)	(3,307)	(513)
Consideration payment to WeBank	(274,631)	(46,547)	(7,224)

Net cash used in operating activities	(841,230)	(550,366)	(85,416)

Cash flows from investing activities:
Proceeds from disposal of property, equipment and software	5,092	1,636	254
Purchase of property, equipment and software	(358)	(4,995)	(775)
Proceeds from disposal of subsidiaries, net of cash disposed	100,000	—	—
Proceeds from disposal of 2B business	300,072	—	—

Net cash generated from/ (used in) investing activities	404,806	(3,359)	(521)

F-6

Table of Contents

UXIN LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2020 AND 2021

(All amounts in thousands, except for share and per share data, unless otherwise noted)


	Six Months Ended September 30,
	2020	2021
	RMB	RMB	US$
			(Note 2.7)
Cash flows from financing activities:
Repayment of borrowings	(94,999)	(52,497)	(8,147)
Repayment of convertible notes	—	(58,956)	(9,150)
Proceeds from exercise of options	995	15,612	2,423
Proceeds from the issuance of senior convertible preferred shares in conjunction with warrants	—	647,771	100,532

Net cash (used in)/ generated from financing activities	(94,004)	551,930	85,658

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(7,570)	(1,295)	(201)

Net decrease in cash, cash equivalents and restricted cash	(537,998)	(3,090)	(480)

Cash, cash equivalents and restricted cash at beginning of the period	797,435	233,719	36,273

Cash, cash equivalents and restricted cash at end of the period	259,437	230,629	35,793

	Six Months Ended September 30,
	2020	2021
	RMB	RMB	US$
Supplemental disclosure of cash flow information
— Cash paid for income tax	33	7	1
— Cash paid for interest	11,152	4,810	747

Supplemental schedule of non-cash investing and financing activities
— Unreceived disposal consideration	174,433	87,432	13,569
— Unpaid repurchase consideration to monitory interest	8,319	—	—
— Issuance of forward contract	—	736,129	114,245
— Conversion of convertible notes into Class A ordinary shares	—	447,016	69,376


	Six Months Ended September 30,
	2020	2021
	RMB	RMB	US$

Cash and cash equivalents	219,318	216,782	33,644
Restricted cash	40,119	13,847	2,149
Total cash, cash equivalents and restricted cash	259,437	230,629	35,793

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

F-7

Table of Contents

UXIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

1. PRINCIPAL ACTIVITIES AND ORGANIZATION

The accompanying unaudited interim condensed consolidated financial statements include the financial statements of Uxin Limited (the “Company” or “Uxin”), its subsidiaries and variable interest entities (“VIEs”). The Company, its subsidiaries and the consolidated VIEs are collectively referred to as the “Group”.

The Company was incorporated under the law of the Cayman Islands as the exempted limited liability company on December 8, 2011. The Company serves as an investment holding company and currently has no operations of its own.

In 2016, the Group spun off its 2B business through a transfer of the equity interest of Youxinpai (Beijing) Information Technology Co., Ltd.(“Youxinpai”), a subsidiary of the Company, to a series of shareholders, which represented the same offshore shareholders of the Company, i.e. same shareholders with their respective onshore and offshore entities. In 2017, the Company made its strategic decision for the existing shareholders of Youxinpai to transfer 100% equity interest in Youxinpai to the Company (referred to as “the Reorganization”).

On June 27, 2018, the Company completed its IPO on NASDAQ Global Select Market under the symbol “UXIN”. The Company offered 25,000,000 American Depositary Shares (“ADS”). Each ADS represents three ordinary share and was sold to the public at US$9.00 per ADS. Also, the Company entered into Convertible Note Purchase Agreements with CNCB (Hong Kong) Investment Limited (the “CNCB (Hong Kong)”) and Golden Fortune Company Limited (the “Golden Fortune”) concurrently with the closing of IPO. Net proceeds raised by the Company from the IPO and private placement in total amounted to approximately US$382.1 million (equivalent to RMB 2.6 billion) after deducting underwriting discounts commissions and other offering expenses.

The Group’s principal operation and geographic market is in the People’s Republic of China (“PRC”). In order to devote all resources towards developing and scaling up its online used car business and to relieve its future growth from additional guarantee obligations or credit risks, the Group made a series of strategic divestiture transactions (the “Divestiture Transactions”) that occurred during 2019 and subsequent period in 2020. Since September 2020, the Group has shifted to “inventory-owing” model where the Group builds-up and sells its own inventory of used vehicles. Prior to these Divestiture Transactions disclosed in below paragraphs, the Group was primarily engaged in operating used car e-commerce platforms through its mobile applications (Uxin Used Car / Uxin Auction) and websites (www.xin.com / www.youxinpai.com), facilitating used car transaction services (2B / 2C) and facilitating financing solutions offered by third-party financing partners to buyers for their used car purchases (2C).

Divestiture Transactions

On January 16, 2020, the Company entered into definitive agreements with Beijing Hengtai Boche Auction Co. Ltd. (“Boche”) to divest its salvage car related business in exchange for a total cash consideration of RMB330 million. The cash consideration was further modified and revised to RMB295 million due to working capital adjustment. The transaction contemplated under the definitive agreements was closed in January 2020. Starting from January 31, 2020, the Company no longer retained power of control over salvage cars related business and accordingly deconsolidated related subsidiaries, mainly including Beijing Youxin Fengshun Lubao Vehicle Auction Co., Ltd., Beijing Fengshun Lubao Automotive Auction Co., Ltd., Zhejiang Dongwang Internet Technology Co., Ltd. and their wholly-owned subsidiaries (“Salvage Car Related Subsidiaries”), from the Company’s unaudited interim condensed consolidated financial statements.

On March 24, 2020, the Company entered into definitive agreements with 58.com to sell its 2B online used car auction business in exchange for a total gross consideration of US$105 million. The transaction contemplated under the definitive agreements was closed in April 2020.

F-8

Table of Contents

UXIN LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

1. PRINCIPAL ACTIVITIES AND ORGANIZATION (CONTINUED)