As filed with the Securities and Exchange Commission on September 28, 2018
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Uxin Limited
(Exact name of registrant as specified in its charter)
Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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2-5/F, Tower E, LSHM Center,
No. 8 Guangshun South Avenue,
Chaoyang District,
Beijing, 100102
Peoples Republic of China
+86 10 5631-2700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2018 Amended and Restated Share Incentive Plan
(Full title of the plan)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
+1 302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
x
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
x
Copies to:
Zhen Zeng
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Z. Julie Gao, Esq.
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Chief Financial Officer
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Will H. Cai, Esq.
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Uxin Limited
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Skadden, Arps, Slate, Meagher & Flom LLP
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2-5/F, Tower E, LSHM Center
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c/o 42/F, Edinburgh Tower
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No. 8 Guangshun South Avenue
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The Landmark
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Chaoyang District, Beijing, 100102
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15 Queens Road Central
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Peoples Republic of China
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Hong Kong
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+86 10 5631-2700
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(852) 3740-4700
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CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
(1)
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Amount to be
registered
(2)
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Proposed
maximum
offering price
per share
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Proposed maximum
aggregate
offering price
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Amount of
registration fee
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Class A Ordinary Shares, par value US$0.0001 per share
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10,993,893
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(3)
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$
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0.0001
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(3)
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$
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1,099.39
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$
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0.14
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Class A Ordinary Shares, par value US$0.0001 per share
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1,500,000
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(3)
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$
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0.1
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(3)
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$
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150,000
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$
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18.68
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Class A Ordinary Shares, par value US$0.0001 per share
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5,725,000
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(3)
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$
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0.2
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(3)
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$
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1,145,000
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$
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142.55
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Class A Ordinary Shares, par value US$0.0001 per share
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387,500
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(3)
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$
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0.5
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(3)
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$
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193,750
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$
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24.12
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Class A Ordinary Shares, par value US$0.0001 per share
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2,012,500
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(3)
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$
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0.8
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(3)
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$
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1,610,000
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$
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200.45
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Class A Ordinary Shares, par value US$0.0001 per share
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90,000
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(3)
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$
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1.2
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(3)
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$
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108,000
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$
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13.45
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Class A Ordinary Shares, par value US$0.0001 per share
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3,353,090
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(3)
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$
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1.6
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(3)
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$
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5,364,944
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$
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667.94
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Class A Ordinary Shares, par value US$0.0001 per share
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6,809,000
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(3)
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$
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2.0
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(3)
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$
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13,618,000
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$
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1,695.44
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Class A Ordinary Shares, par value US$0.0001 per share
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30,000
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(3)
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$
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2.33
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(3)
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$
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69,900
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$
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8.70
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Class A Ordinary Shares, par value US$0.0001 per share
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2,035,000
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(3)
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$
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2.4
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(3)
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$
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4,884,000
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$
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608.06
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Class A Ordinary Shares, par value US$0.0001 per share
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640,000
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(3)
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$
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2.5
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(3)
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$
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1,600,000
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$
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199.20
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Class A Ordinary Shares, par value US$0.0001 per share
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2,630,000
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(3)
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$
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2.8
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(3)
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$
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7,364,000
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$
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916.82
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Class A Ordinary Shares, par value US$0.0001 per share
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23,070,000
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(3)
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$
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3.0
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(3)
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$
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69,210,000
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$
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8,616.65
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Class A Ordinary Shares, par value US$0.0001 per share
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133,334
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(4)
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$
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5.6
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(4)
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$
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746,670.4
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$
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92.96
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Class A Ordinary Shares, par value US$0.0001 per share
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2,257,343
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(5)
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$
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5.6
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(5)
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$
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12,641,120.8
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$
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1573.82
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Total
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61,666,660
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(6)
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$
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118,706,484.59
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$
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14778.98
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(1)
These shares may be represented by the Registrants ADSs, each of which represents three Class A ordinary shares. The Registrants ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-225594).
(2)
Represents Class A ordinary shares issuable upon exercise of options and pursuant to other awards granted under the 2018 Amended and Restated Share Incentive Plan (the Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plan.
(3)
The amount to be registered represents shares issuable upon exercise of outstanding options or other awards granted under the Plan and the corresponding proposed maximum offering price per share represents the exercise price of such outstanding options.
(4)
The amount to be registered represents restricted share units or other awards granted under the Plan and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on Nasdaq on September 24, 2018.
(5)
These shares are reserved for future award grants under the Plan, and the corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrants ADSs as quoted on Nasdaq on September 24, 2018.
(6)
Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plan.
The Underwriting Agreement, the form of which was filed as Exhibit 1.1 to the Registrants registration statement on Form F-1, as amended (File No. 333-225266), also provides for indemnification by the underwriters of
the Registrant and its directors and officers for certain liabilities, including liabilities arising under the Securities Act, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to the Registrant in writing expressly for use in such registration statement and certain other disclosure documents.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers liability insurance policy for its directors and officers.
Item 7.
Exemption From Registration Claimed
Not applicable.
Item 8.
Exhibits
See the Index to Exhibits attached hereto.
Item 9.
Undertakings
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;
provided
,
however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on September 28, 2018.
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Uxin Limited
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By
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/
s/ Kun Dai
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Name:
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Kun Dai
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Title:
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Chairman of the Board of Directors and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Mr. Kun Dai and Mr. Zhen Zeng, with full power to act alone, as his true and lawful attorney-in-fact, with the power of substitution, for and in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Kun Dai
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Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
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September 28, 2018
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Kun Dai
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/s/ Zhen Zeng
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Director and Chief Financial Officer (Principal Financial and Accounting Officer)
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September 28, 2018
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Zhen Zeng
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/s/ Hainan Tan
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Director
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September 28, 2018
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Hainan Tan
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/s/ Dou Shen
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Director
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September 28, 2018
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Dou Shen
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/s/ Julian Cheng
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Director
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September 28, 2018
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Julian Cheng
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/s/ Hongdi Gu
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Director
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September 28, 2018
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Hongdi Gu
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/s/ Rong Lu
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Director
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September 28, 2018
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Rong Lu
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7