*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.
** This CUSIP number pertains to the Issuer’s
American Depositary Shares (“ADSs”), each representing thirty Class A ordinary shares.
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).
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Rich
Way Global Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
60,864,720 Class A Ordinary Shares (1) |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
60,864,720 Class A Ordinary Shares (1) |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
60,864,720 Class A Ordinary Shares (1) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
1.91%
(2) |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
| (1) | Consists
of 2,028,824 ADSs representing 60,864,720 Class A ordinary shares. |
| (2) | The
calculation is based on 3,194,269,722 shares outstanding as of October 27, 2022 (assuming
all the outstanding senior convertible preferred shares are converted into Class A ordinary
shares at the currently applicable conversion price), comprising of (i) 1,367,745,575 Class
A ordinary shares, excluding the 3,782,221 Class A ordinary shares issued to our depositary
bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting
of awards granted under our Amended and Restated Plan, (ii) 40,809,861 Class B ordinary shares
and (iii) 1,151,221,338 senior convertible preferred shares, which can be converted into
1,785,714,286 Class A ordinary shares at the currently applicable conversion price, as reported
in the Issuer’s Form F3 filed on November 2, 2022. |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Trinity
Gate Limited |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
British
Virgin Islands |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
0
Class A Ordinary Shares |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
0
Class A Ordinary Shares |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
0
Class A Ordinary Shares |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
0% |
| 12 |
Type
of Reporting Person (See Instructions)
CO |
SCHEDULE
13G
| 1 |
Names
of Reporting Persons
Teng
Rongsong |
| 2 |
Check
the appropriate box if a member of a Group (see instructions)
(a) ☐
(b) ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Citizenship
or Place of Organization
The
People’s Republic of China |
Number
of
Shares
Beneficially
Owned by Each
Reporting Person
With: |
5 |
Sole
Voting Power
60,864,720
Class A Ordinary Shares (1) |
| 6 |
Shared
Voting Power
0 |
| 7 |
Sole
Dispositive Power
60,864,720
Class A Ordinary Shares (1) |
| 8 |
Shared
Dispositive Power
0 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
60,864,720
Class A Ordinary Shares (1) |
| 10 |
Check
box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent
of class represented by amount in row (9)
1.91%
(2) |
| 12 |
Type
of Reporting Person (See Instructions)
IN |
| (1) | Consist
of 2,028,824 ADSs representing 60,864,720 Class A ordinary shares. |
| | |
| (2) | The
calculation is based on 3,194,269,722 shares outstanding as of October 27, 2022 (assuming
all the outstanding senior convertible preferred shares are converted into Class A ordinary
shares at the currently applicable conversion price), comprising of (i) 1,367,745,575 Class
A ordinary shares, excluding the 3,782,221 Class A ordinary shares issued to our depositary
bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting
of awards granted under our Amended and Restated Plan, (ii) 40,809,861 Class B ordinary shares
and (iii) 1,151,221,338 senior convertible preferred shares, which can be converted into
1,785,714,286 Class A ordinary shares at the currently applicable conversion price, as reported
in the Issuer’s Form F3 filed on November 2, 2022. |
Item
1.
Uxin
Limited (the “Issuer”)
| (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: |
The
names of the persons filing this statement on the Amendment No. 1 of Schedule 13G are:
| (1) | Rich
Way Global Limited |
(collectively,
“Reporting Persons”)
| (b) | Address
of Principal Business Office or, if None, Residence: |
The
address of principal business office of the Reporting Persons is: 4503, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong
Rich
Way Global Limited – British Virgin Islands
Trinity
Gate Limited – British Virgin Islands
Teng
Rongsong – People’s Republic of China
| (d) | Title
and Class of Securities: |
Class
A ordinary shares, par value of $0.0001 per share
This
CUSIP number applies to the American Depositary Shares of the Issuer, each representing thirty Class A ordinary shares. No CUSIP number
has been assigned to the Class A ordinary shares.
Item
3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not
applicable.
Item
4. Ownership
The
information required by Item 4(a) – (c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated
herein by reference for each such Reporting Person.
Rich Way Global Limited directly holds 2,028,824 ADSs representing 60,864,720
Class A ordinary shares. Trinity Gate Limited no longer holds any ADSs or Class A ordinary shares. Mr. Teng is the sole director and
sole shareholder of Rich Way Global Limited. Mr. Teng is also the sole director and sole shareholder of Timeness Vision Limited, which
in turn is the sole shareholder of Trinity Gate Limited. As such, Mr. Teng may be deemed to beneficially own all of the ADSs held by
Rich Way Global Limited and Trinity Gate Limited.
The
calculation of percentages is based on 3,194,269,722 shares outstanding as of October 27, 2022 (assuming all the outstanding senior convertible
preferred shares are converted into Class A ordinary shares at the currently applicable conversion price), comprising of (i) 1,367,745,575
Class A ordinary shares, excluding the 3,782,221 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved
for future issuances upon the exercise or vesting of awards granted under our Amended and Restated Plan, (ii) 40,809,861 Class B ordinary
shares and (iii) 1,151,221,338 senior convertible preferred shares, which can be converted into 1,785,714,286 Class A ordinary shares
at the currently applicable conversion price, as reported in the Issuer’s Form F3 filed on November 2, 2022.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [x].
Rich
Way Global Limited, Trinity Gate Limited and Teng Rongsong have ceased to be the beneficial owner of more than five percent of the Issuer’s
shares.
Item
6. Ownership of more than Five 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.
Not
applicable.
Item
8. Identification and classification of members of the group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certifications.
Each
of the Reporting Persons hereby makes and the following certification:
By
signing below each Reporting Person certifies that, to the best of such Reporting Person’s knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having
that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Dated:
December 16, 2022
| |
Rich Way Global Limited |
| |
|
|
| |
By: |
/s/ Teng Rongsong |
| |
Name: |
Teng Rongsong |
| |
Title: |
Director |
| |
Trinity Gate Limited |
| |
|
|
| |
By: |
/s/ Teng Rongsong
|
| |
Name: |
Teng Rongsong |
| |
Title: |
Director |
| |
Teng Rongsong |
| |
/s/ Teng Rongsong |
Exhibit
A
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 13G referred to below) on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value of $0.0001 per share,
of Uxin Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit 99.1 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.
Dated:
December 16, 2022
| |
Rich Way Global Limited |
| |
|
|
| |
By: |
/s/ Teng Rongsong |
| |
Name: |
Teng Rongsong |
| |
Title: |
Director |
| |
Trinity Gate Limited |
| |
|
|
| |
By: |
/s/ Teng Rongsong
|
| |
Name: |
Teng Rongsong |
| |
Title: |
Director |
| |
Teng Rongsong |
| |
/s/ Teng Rongsong |
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