Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
** The CUSIP applies to the American depositary
shares of the Issuer, evidenced by American depositary receipts, which are quoted on The NASDAQ Stock Market under the symbol “UXIN.”
Each American depositary share represents 30 Class A ordinary shares, par value US$0.0001 per share (each, a “Class A
Ordinary Share”). No CUSIP has been assigned to the Class A Ordinary Shares.
CUSIP No. 91818X207 |
13G/A |
Page
1 of 13 |
1 |
Names of Reporting Persons
Jeneration Capital Master Fund
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
8,737,788 Class A Ordinary Shares
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
8,737,788 Class A Ordinary Shares
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
8,737,788 Class A Ordinary Shares
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
0.6%
|
12 |
Type of Reporting Person
CO
|
CUSIP No. 91818X207 |
13G/A |
Page 2 of 13 Pages |
1 |
Names of Reporting Persons
Jeneration Capital GP
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
42,336,300 Class A Ordinary Shares
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
42,336,300 Class A Ordinary Shares
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,336,300 Class A Ordinary Shares
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
3.1%
|
12 |
Type of Reporting Person
CO
|
CUSIP No. 91818X207 |
13G/A |
Page
3 of 13 |
1 |
Names of Reporting Persons
Jeneration Capital Partners L.P.
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
42,336,300 Class A Ordinary Shares
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
42,336,300 Class A Ordinary Shares
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,336,300 Class A Ordinary Shares
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
3.1%
|
12 |
Type of Reporting Person
PN
|
CUSIP No. 91818X207 |
13G/A |
Page
4 of 13 |
1 |
Names of Reporting Persons
JenCap UX
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
42,336,300 Class A Ordinary Shares
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
42,336,300 Class A Ordinary Shares
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
42,336,300 Class A Ordinary Shares
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
3.1%
|
12 |
Type of Reporting Person
CO
|
CUSIP No. 91818X207 |
13G/A |
Page
5 of 13 |
1 |
Names of Reporting Persons
JenCap UX II Plus LLC
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
State of Delaware, United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
16,872,900 Class A Ordinary Shares
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
16,872,900 Class A Ordinary Shares
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,872,900 Class A Ordinary Shares
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
1.2%
|
12 |
Type of Reporting Person
OO
|
CUSIP No. 91818X207 |
13G/A |
Page
6 of 13 |
1 |
Names of Reporting Persons
JenCap UX III
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) x
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
0
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
0
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
0%
|
12 |
Type of Reporting Person
CO
|
CUSIP No. 91818X207 |
13G/A |
Page
7 of 13 |
1 |
Names of Reporting Persons
Jeneration Capital Management
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
16,872,900 Class A Ordinary Shares
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
16,872,900 Class A Ordinary Shares
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
16,872,900 Class A Ordinary Shares
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
1.2%
|
12 |
Type of Reporting Person
CO
|
CUSIP No. 91818X207 |
13G/A |
Page
8 of 13 |
1 |
Names of Reporting Persons
Jimmy Ching-Hsin Chang
|
2 |
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3 |
SEC Use Only
|
4 |
Citizenship or Place of Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With |
5 |
Sole Voting Power
0
|
6 |
Shared Voting Power
67,946,988 Class A Ordinary Shares
|
7 |
Sole Dispositive Power
0
|
8 |
Shared Dispositive Power
67,946,988 Class A Ordinary Shares
|
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
67,946,988 Class A Ordinary Shares
|
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11 |
Percent of Class Represented by Amount in Row 9
4.97%
|
12 |
Type of Reporting Person
IN
|
CUSIP No. 91818X207 |
13G/A |
Page
9 of 13 |
| Item 1(a). | Name of Issuer: |
Uxin Limited (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1&3/F, No. 12 Beitucheng East Road, Chaoyang District,
Beijing 100029,
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
This statement is filed by the entities and person listed below,
who are collectively referred to herein as “Reporting Persons”, with respect to the Class A Ordinary Shares (as
defined in Item 2(d) below):
1. Jeneration Capital Master Fund
2. Jeneration Capital GP
3. Jeneration Capital Partners L.P.
4. Jen Cap UX
5. JenCap UX II Plus LLC
6. JenCap UX III
7. Jeneration Capital Management
8. Jimmy Ching-Hsin Chang (“Mr. Chang”)
See Item 4 for the relationship among the Reporting Persons.
Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person or
any of its affiliates is the beneficial owner of any Class A Ordinary Shares or American depositary shares of the Issuer for purposes
of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or for any other
purpose, except to the extent of its or his pecuniary interest therein.
| Item 2(b). | Address or Principal Business Office or, if None, Residence: |
The registered office of Jeneration Capital Master Fund, Jeneration
Capital GP, Jeneration Capital Partners L.P., JenCap UX, JenCap UX III and Jeneration Capital Management is PO Box 309, Ugland House,
Grand Cayman KY1-1104, Cayman Islands.
The registered office of JenCap UX II Plus LLC is 2711 Centerville
Road, Suite 400, Wilmington, Delaware, New Castle County, USA.
The address of the principal business office of Mr. Chang
is c/o Jeneration Capital Advisors (Hong Kong) Limited, 69/F, Two IFC, 8 Finance Street, Central, Hong Kong.
| Item 2(c). | Citizenship or Place of Organization: |
1. Jeneration Capital Master Fund: Cayman Islands
2. Jeneration Capital GP: Cayman Islands
3. Jeneration Capital Partners L.P.: Cayman Islands
4. Jen Cap UX: Cayman Islands
5. JenCap UX II Plus LLC: State of Delaware, United States
6. JenCap UX III: Cayman Islands
7. Jeneration Capital Management: Cayman Islands
8. Mr. Chang: United States
CUSIP No. 91818X207 |
13G/A |
Page
10 of 13 |
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares, par value US$0.0001 per share.
Each American depositary share represents 30 Class A Ordinary Shares.
91818X207 applies to the American depositary shares of the
Issuer; no CUSIP number has been assigned for the Class A Ordinary Shares.
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not applicable.
The information required by Items 4(a) – (c) is set forth
in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting
Person.
Calculation of percentages is based on 1,367,745,575 Class
A Ordinary Shares of the Issuer outstanding as of October 27, 2022, as disclosed in the registration statement on Form F-3 filed by the
Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.
As of December 31, 2022 and the date hereof, the beneficial
ownership of Mr. Chang in the Issuer includes the following:
(i) 8,737,788 Class A Ordinary Shares held by Jeneration Capital
Master Fund;
(ii) 42,336,300 Class A Ordinary Shares beneficially owned
by Jeneration Capital Partners L.P., comprising 27,572,210 Class A Ordinary Shares directly held by JenCap UX and 14,764,090 Class A Ordinary
Shares directly held by BOCOM International Supreme Investment Limited, a company incorporated in British Virgin Islands; and
(iii) 16,872,900 Class A Ordinary Shares beneficially owned
by Jeneration Capital Management which include 16,872,900 Class A Ordinary Shares directly held by JenCap UX II Plus LLC.
The Reporting Persons are ultimately controlled by Mr. Chang,
who may be deem the beneficial owner of all the Class A Ordinary Shares held by them.
Item 5. Ownership of 5 Percent or Less of a Class.
As of the date hereof, each of the Reporting Persons has ceased to
be the beneficial owner of more than 5 percent of the class of securities.
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
See Item 4.
CUSIP No. 91818X207 |
13G/A |
Page
11 of 13 |
Item 8. Identification and Classification of Members of the Group.
By virtue of the relationships described herein, the Reporting
Persons may be deemed to constitute a “group” for purposes of Section 13(d)(3) of the Act. The filing of this Statement shall
not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly
disclaims beneficial ownership of the securities reported herein, except to the extent such Reporting Person actually exercises voting
or dispositive power with respect to such securities.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
CUSIP No. 91818X207 |
13G/A |
Page
12 of 13 |
SIGNATURE
After reasonable inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and
correct.
Date: February 10, 2023
|
Jeneration Capital Master Fund |
|
By: |
/s/ Jimmy Ching-Hsin Chang |
|
Name: Jimmy Ching-Hsin Chang |
|
Title: Authorized signatory |
|
By: |
/s/ Jimmy Ching-Hsin Chang |
|
Name: Jimmy Ching-Hsin Chang |
|
Title: Authorized signatory |
|
Jeneration Capital Partners L.P. |
|
By: Jeneration Capital GP, its general partner |
|
By: |
/s/ Jimmy Ching-Hsin Chang |
|
Name: Jimmy Ching-Hsin Chang |
|
Title: Authorized signatory |
|
By: |
/s/ Jimmy Ching-Hsin Chang |
|
Name: Jimmy Ching-Hsin Chang |
|
Title: Authorized signatory |
|
By: |
/s/ Jimmy Ching-Hsin Chang |
|
Name: Jimmy Ching-Hsin Chang |
|
Title: Authorized signatory |
|
By: |
/s/ Jimmy Ching-Hsin Chang |
|
Name: Jimmy Ching-Hsin Chang |
|
Title: Authorized signatory |
|
Jeneration Capital Management |
|
By: |
/s/ Jimmy Ching-Hsin Chang |
|
Name: Jimmy Ching-Hsin Chang |
|
Title: Authorized signatory |
|
/s/ Jimmy Ching-Hsin Chang |
|
Jimmy Ching-Hsin Chang |
[Signature Page to 13G/A Joint Filing Agreement]
CUSIP No. 91818X207 |
13G/A |
Page
13 of 13 |
LIST OF EXHIBITS