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 November 2023
Commission
File Number: 001-38527
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 ¨
Exhibit Index
Exhibit — 99.1 English translation of the Investment (Capital Contribution Increase) Agreement
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 |
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By |
: |
/s/ Feng Lin |
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Name |
: |
Feng Lin |
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Title |
: |
Chief Financial Officer |
Date: November 30, 2023
Exhibit 99.1
Investment (Capital
Contribution Increase) Agreement
This Investment
(Capital Contribution Increase) Agreement (this “Agreement”) is entered into on September 20, 2023 in Hefei
by and among:
| (1) | Hefei Jiantou
Beicheng Industrial Investment Co., Ltd., with its address at 15/F, Complex Building, Industrial
Community, Wushan Town, Changfeng County, Hefei City, Anhui Province, China (“Party
A”). |
| (2) | Uxin (Hefei)
Automotive Intelligent Remanufacturing Co., Ltd., with its address at the southeast
complex building at the intersection of Yangmiao Road and Chezuo Road, Wushan Town, Changfeng
County, Hefei City, Anhui Province, China (“Party B”); |
| (3) | Xin HK Limited,
with its address at Unite 1003, 10/F, Tower 2, Silverrocrd, 30 Canton Road Tsim Sha Tsui,
Kowloon, Hong Kong (“Party C”) |
The above parties
are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
WHEREAS:
| (1) | Party A and
Party B concluded a Lease and Repurchase Framework Agreement (the “Original
Lease Agreement”) in 2021, which stipulates that Party A shall lease the land use
rights and plant facilities thereunder (the “Property”) to Party B; |
| (2) | Party A and
Party B concluded a Supplementary Agreement to the Lease and Repurchase Framework Agreement
on September 20, 2023. (The Original Lease Agreement and this supplementary agreement are hereinafter
collectively referred to as the “Lease Agreements”) |
NOW THEREFORE,
the Parties, through friendly consultation, reach an agreement regarding Party A’s increase of its capital contribution to Party
B and related matters as follows:
Article 1 Increase
of Capital Contribution
| 1.1 | Method of increase
of capital contribution |
| 1.1.1 | Party A intends
to, with the rent of ten years payable by Party B to Party A after paying taxes, which is
approximately RMB 1.471 billion (subject to the amount re-calculated based on the audited
accounts), increase its capital contribution to Party B. Such increased capital contribution
shall be subscribed for and paid in ten phases. To be specific, Party A shall, within 10
working days after receiving the rent of each phase paid by Party B (subject to Article 1.1.2),
and with the after-tax rent of RMB 147,089,500 (subject to the amount re-calculated based
on the audited accounts), subscribe for and pay Party B the corresponding phase of increased
capital contribution. The specific amount of increased capital contribution of each phase
is detailed in Appendix 1 hereto. When the cumulative equity ratio of Party A approaches
50%, Party C shall promptly increase its capital contribution to ensure that its equity ratio
is above 50%. |
| 1.1.2 | The cumulative
paid-in capital contribution of Party C to Party B shall not be less than that of Party A
to Party B. If some equity of Party A is repurchased, the paid-in capital contribution of
relevant Party shall be adjusted accordingly. If the accumulated paid-in capital contribution
of Party A is about to exceed that of Party C, Party C shall fulfill its obligation of capital
contribution first. Otherwise, Party A shall have the right to stop paying its increased
capital contribution without assuming any liability for breach. |
| 1.2 | Conditions
for capital contribution increase |
| 1.2.1 | Conditions
for initial capital contribution increase |
| (1) | The Parties
shall have executed this Agreement, the new articles of association, the resolution approving
this capital contribution increase, and any documents related to this capital contribution
increase; |
| (2) | The board
of directors/shareholders meeting of Uxin Limited (Cayman Islands) (“Uxin Group”)
shall have made a resolution approving this capital contribution increase and provided valid
resolution documents; |
| (3) | Uxin Limited
(Cayman Islands) and the Changfeng County Government shall have concluded a Headquarters
Project Cooperation Agreement (the “Cooperation Agreement”); |
| (4) | The Supplementary
Agreement to the Lease and Repurchase Framework Agreement shall have been signed and
stamped by Party A and Party B, and come into effect after being approved by the competent
superior department; |
| 1.2.2 | Conditions
for subsequent capital contribution increase |
| (1) | Party
B shall have fully paid the due rent (tax-inclusive) of each phase on time in accordance
with the provisions of the Lease Agreements; |
| (2) | Where
the equity held by Party A meets the conditions for repurchase, the repurchase obligor (including
but not limited to Party B or any third party designated by Party B) shall have repurchased
the equity in accordance with the provisions of this Agreement and fully paid the equity
repurchase price of each phase on time. |
Party
B shall lawfully use the increased capital contribution and the capital contribution paid by Party C to Party B in accordance with the
provisions of the Company Law of the People’s Republic of China and relevant laws, regulations and normative documents.
Party A and Party C shall not engage in illegal activities such as illegally withdrawing their capital contribution.
| 1.4 | Registration
of change with SAMR |
Party
B shall, within 30 working days after receiving the paid-in capital contribution each time, complete the procedures for the registration
of change with the local SAMR. The Parties agree to take all necessary measures and execute all necessary documents to cooperate with
Party B to complete such procedures for the registration of change as soon as possible.
Article 2 Representations
and Warranties
| 2.1 | Representations
and warranties of Party B and Party C |
As of
the date hereof, Party B and Party C severally represent and warrant to Party A that:
| 2.1.1 | Party B and
Party C each has the capacity for civil rights and civil conduct under applicable laws to
execute this Agreement and other transaction documents to which it is a party, and to fulfill
its obligations thereunder. |
| 2.1.2 | Party B legally
owns all material business qualifications, all tangible movable property, and the ownership
or use right of all intellectual property that are necessary for engaging in its primary
business. |
| 2.1.3 | The account
books and records of Party B are complete, and the financial statements of Party B are prepared
in accordance with Chinese accounting standards and contain all relevant and material financial
information of Party B. |
| 2.1.4 | In case Party
B or Party C had any debts, provided any guarantees, or engaged in any illegal business activities
before the signing of this Agreement, relevant legal liabilities shall be borne by Party
B or Party C on its own. No debt of Party B existing before the signing of this Agreement
shall affect Party A’s exercise of its right to require a repurchase after the investment
(capital contribution increase) hereunder. |
| 2.2 | Representations
and warranties of Party A |
As of
the date hereof, Party A represents and warrants to Party B and Party C that:
| 2.2.1 | Party A has
the capacity for civil rights and civil conduct under Chinese laws to execute this Agreement
and other transaction documents to which it is a party, and to fulfill its obligations thereunder.
Party A has obtained all necessary authorizations, permits, and approvals for its execution,
delivery and performance of the said documents, and its performance of its rights and obligations
thereunder. |
| 2.2.2 | In case Party
A had any debts, provided any guarantees, or engaged in any illegal business activities before
the signing of this Agreement, relevant legal liabilities shall be borne by Party A on its
own. |
| 2.2.3 | As of the
date hereof, Party A has truthfully informed Party B of its guarantee and pledge status.
In case of any guarantee or mortgage in the future, Party A shall be obligated to notify
Party B in writing. After the repurchase at the end of the phases, Party A shall ensure that
the Property is free from any defect of rights (such as mortgage, guarantee), and cooperate
with Party B to transfer the Property to Party B’s name. |
Article 3 Covenant
| 3.1 | Party B shall
comply with Chinese laws, obtain and maintain material business qualifications required for
its business. |
| 3.2 | Party B shall
establish internal systems for business independence, related-party transactions, etc.
after the execution of this Agreement. |
| 3.3 | Within 20 working
days after the signing of this Agreement, Party B will settle in the Property and conduct
trial operation, while Party A shall deliver the Property that has passed the completion
acceptance inspection to Party B for use. |
| 3.4 | During the
period when Party A and Party C hold equity in Party B, neither Party A nor Party C shall
collect the funds of Party B. If Party B needs to collect funds, a separate written agreement
should be signed with the consent of both Party A and Party C. |
| 3.5 | Uxin Group
will settle in Changfeng County its Chinese headquarters, R&D and sales center, the entity
to be listed in Chinese stock exchange (if it chooses to be listed in Chinese stock exchange),
supply chain, and production/remanufacturing base, subject to the provisions of the Cooperation
Agreement. |
Article 4 Rights
of Party A
| 4.1 | Right to require
a repurchase |
| 4.1.1 | Party A’s
right to require an equity repurchase |
After
the end of every twelve (12) months from the initial closing date (any reference to a month herein shall mean a natural month), if the
net profit after tax of Party B for such twelve (12) month period exceeds RMB 10 million, Party A shall have the right to require that
Party B and relevant repurchase obligor repurchase the equity held by it in Party B. The total repurchase price corresponding to the
equity that Party A has the right to require to be repurchased should be calculated according to the following formula: 90% × (the
net profit after tax of Party B for the twelve (12) month period - RMB 10 million).
| 4.1.2 | Repurchase
obligor’s right to repurchase equity |
The
repurchase obligor shall have the right to repurchase all or part of the equity held by Party A in Party B at any time from the date
of this Agreement.
| 4.1.3 | Equity repurchase
price |
For
the purpose of calculating the equity repurchase price, equity premium shall first be calculated on the basis of the capital contribution
amount actually paid by Party A from the date of actual payment at an annualized simple interest rate of 4.5%. Then, the repurchase price
of each phase shall be allocated to the principal of the repurchase price of the current phase and the premium of the repurchase price
of the current phase respectively according to the proportion calculated by the following formula: (principal of non-repurchased equity
at the beginning of the previous phase + investment amount of the current phase) / (premium on non-repurchased equity at the beginning
of the previous phase + equity premium of the current phase). Please refer to Appendix 3 for an example of the calculation of the equity
repurchase price.
| 4.1.4 | Equity repurchase
procedures |
Within
30 calendar days after the end of each lease year, the repurchase obligor shall pay the repurchase price calculated in accordance with
the provisions of this Agreement based on the net profit in the unaudited financial statements, and, after the financial statements are
audited, an adjustment shall be made based on the net profit in the audited financial statements.
Party
B shall set up a board of directors consisting of three (3) directors, of which two (2) directors shall be nominated by Party
B and one (1) director by Party A. The nominated candidates, after being elected by the shareholders’ meeting, will be appointed
as directors of Party B. The chairman shall be elected by the board of directors.
| 4.3.1 | Party B undertakes
not to make any further external investments. |
| 4.3.2 | Without the
consent of all shareholders of Party B, Party B shall not engage in any borrowing activities,
except for the following activities that occur in Party B’s ordinary course of business
and are consistent with its past practices: (1) inventory financing by using vehicles
or inventory goods as collateral. (2) facilities and loans provided by banks or other
financial institutions to Party B for the purchase of vehicle inventory. |
Party
A shall have the right to know the operating status of Party B, and access Party B’s bank records, transaction documents, business
contracts, litigation cases, balance sheets, and other materials, provided that Party A shall keep the confidential information of Party
B obtained by it by exercising its right to know confidential.
| 4.5.1 | In case any
of the circumstances stipulated in Article 5.4.2 hereof which entitles Party A to terminate
this Agreement occur, Party A shall enjoy the drag-along right. To be specific, when Party
A transfers the equity held by it in Party B to a third party that is not one of its affiliates,
Party A shall have the right to require Party C to jointly sell the equity held by Party
C in Party B to that third party under the same conditions. |
| 4.5.2 | If Party
A exercises the drag-along right to sell the equity held by it in Party B to a third party,
Party C shall enjoy the right of first refusal. To be specific, Party C shall have the right
to take precedence over the third party to purchase the equity to be sold by Party A on the
same terms and conditions. If Party C does not exercise the right of first refusal, and if
the equity transfer consideration obtained by Party A in the drag-along sale is lower than
the investment cost and fixed income return (calculated according to the calculation method
set forth in Appendix 3 at an annualized simple interest of 4.5%) corresponding to the equity
held by Party B in Party A at that time), Party C shall make up for the difference with the
equity transfer consideration obtained by it in the drag-along sale. |
Article 5 Effectiveness,
Supplement, Amendment, Modification and Termination
| 5.1 | The appendixes
hereto shall constitute an integral part of this Agreement, and are complementary to and
have the same legal effect as the main body of this Agreement. In case of any conflict between
the appendixes and the main body of this Agreement, the main body of this Agreement shall
prevail and the appendixes shall be amended accordingly. |
5.2 | This
Agreement shall take effect after being signed and stamped by all Parties and approved by
the competent superior department. |
5.3 | This
Agreement may be amended or modified after mutual agreement among all Parties, but no amendment,
supplement or modifications to this Agreement shall take effect unless it is made in writing
and signed by all Parties hereto. |
5.4 | This
Agreement may be terminated by any of the following ways: |
5.4.1 | All
Parties jointly agree to terminate this Agreement and determines the effective time of termination
in writing; |
5.4.2 | Party
A shall have the right to notify other Parties in writing ten (10) working days in advance
to terminate this Agreement and specify the effective date of termination in the notice when
any of the following circumstances occur: |
| (1) | where
Party B fails to pay any installment of rent as agreed in the Lease Agreements, or fails
to pay the repurchase price of the Property at the end of the phase; |
| (2) | where
the repurchase obligor fails to pay the equity repurchase price as agreed herein; |
| (3) | where
the accumulated net profit (after tax) of Party B for the first three years after the initial
closing date, or the net profit (after tax) for every consecutive two years from the fourth
to the tenth year, does not meet the profit forecast set forth in Appendix 2 (All data mentioned
above must be subject to the unqualified audit report issued by a qualified professional
institution). |
5.4.3 | If
Party A fails to pay any installment of increased capital contribution in accordance with
the provisions of this Agreement on time and in full, or the Property cannot be used normally
due to ownership disputes, Party B or Party C shall have the right to notify other Parties
in writing ten (10) working days in advance to terminate this Agreement, and specify
the effective date of termination in the notice. |
| (1) | If
this Agreement is terminated in accordance with Article 5.4 above, the rent and equity
repurchase price already received by Party A need not to be refunded, and Party A may further
request Party B to repurchase the remaining equity held by it in Party B based on the equity
repurchase conditions stipulated in, and the equity repurchase price calculated in accordance
with, Articles 4.1.1 and 4.1.3. |
| (2) | If
this Agreement is terminated under the circumstance set out in Article 5.4.2 above,
the Supplementary Agreement to the Lease and Repurchase Framework Agreement shall
terminate, and the original Lease and Repurchase Framework Agreement shall remain
valid. Party A shall also have the right to choose whether to terminate the Supplementary
Agreement to the Lease and Repurchase Framework Agreement and the original Lease and
Repurchase Framework Agreement. |
| (3) | If
this Agreement is terminated under the circumstance set out in Article 5.4.3 above,
Party B and Party C shall have the right to choose whether to terminate the Supplementary
Agreement to the Lease and Repurchase Framework Agreement and/or the original Lease
and Repurchase Framework Agreement. |
Article 6 Liability
for Breach
|
Any Party who violates or fails to timely fulfill any of
its obligations, warranties or covenants hereunder, or whose statements hereunder are false, misleading or have material omissions,
shall constitute a breach of contract and be liable for compensation to the non-breaching Parties for any losses caused thereby. |
Article 7 Miscellaneous
|
The Parties acknowledge and agree that the existence and
the content of this Agreement, and any and all oral or written information exchanged between them regarding this capital contribution
increase are confidential information. Each Party shall keep such confidential information confidential and shall not disclose it
to any third party without prior written consent of the other Parties, except for: (a) any confidential information that has
entered the public domain (not due to the unauthorized disclosure by the Party receiving the confidential information); (b) any
information that is required to be disclosed by applicable laws and regulations, administrative agencies, judicial institutions,
or other government departments or exchanges; (c) any material that is required to be disclosed by either Party to its legal
or financial advisors for the purpose of the investment hereunder, provided that such legal or financial advisors are subject to
confidentiality obligations similar to those set forth in this clause. This clause shall remain in effect regardless of the termination
of this Agreement for any reason. |
|
Any and all notices, judicial documents (including but not limited to
litigation or arbitration documents) or other communication (collectively, “Notices”) sent by any Party to the other
Parties in connection with this Agreement shall be made in writing and served to the following address or emails of the Parties: |
If to
Party A:
Address:
[*]
Tel:
[*]
Email:
[*]
Attention:
[*]
If to
Party B or Party C:
Address:
[*]
Tel:
[*]
Email:
[*]
Attention:
[*]
| 7.3 | Governing
Law and Dispute Resolution |
The conclusion,
validity, performance and interpretation of this Agreement, and the dispute resolution hereunder shall be governed by the laws of China.
In case of any dispute in connection with this Agreement, any Party may submit it to Hefei Arbitration Commission for arbitration in
accordance with its current arbitration rules. The arbitration shall be conducted in Hefei. The arbitration award shall be final and
binding upon all Parties.
(Remainder of
this page is intentionally left blank.)
Signature page to
the Investment (Capital Contribution Increase) Agreement
Uxin (Hefei)
Automotive Intelligent Remanufacturing Co., Ltd. (Seal)
Name: Feng Lin
Title: Legal Representative
Xin HK Limited
(Seal)
Name: Kun Dai
Title: Legal Representative
Hefei Jiantou
Beicheng Industrial Investment Co., Ltd. (Seal)
Signature: |
/s/ Zhangfei Shen |
|
Name: Zhangfei Shen
Title: Legal Representative
Schedule 1
Party A’s
Contribution Increase for Each Phase
Schedule 2
Party B’s
Profit Forecast Data
Schedule 3
Share Repurchase
Calculation Method
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