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SECURITIES and EXCHANGE COMMISSION FORM F-1 Uxin

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SECURITIES and EXCHANGE COMMISSION FORM F-1 Uxin MERRILL CORPORATION CHE108062//13-JUN-18 11:31 DISK135:[18ZAN1.18ZAN76401]BA76401A.;60 mrll_1116.fmt Free: 222DM/0D Foot: 0D/ 0D VJ J1:1Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;141 83 C Cs: 36237 As filed with the Securities and Exchange Commission on June 13, 2018 Registration No. 333-225266 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Uxin Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) Cayman Islands 7370 Not Applicable (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 2-5/F, Tower E, LSHM Center, No. 8 Guangshun South Avenue, Chaoyang District, Beijing, 100102 People’s Republic of China +86 10 5631-2700 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Law Debenture Corporate Services Inc. 801 2nd Avenue, Suite 403 New York, New York 10017 +1 212-750-6474 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. Li He, Esq. James C. Lin, Esq. Will H. Cai, Esq. Davis Polk & Wardwell LLP Davis Polk & Wardwell LLP Skadden, Arps, Slate, Meagher & Flom LLP c/o 2201 China World Office 2 c/o 18th Floor, The Hong Kong Club Building c/o 42/F, Edinburgh Tower, The Landmark Chaoyang District, Beijing 100004 3A Chater Road 15 Queen’s Road Central People’s Republic of China Central, Hong Kong Hong Kong +86 10-8567-5000 +852 2533-3300 +852 3740-4700 Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. អ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ፤ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. អ CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of each class of securities Amount to be offering price per aggregate Amount of to be registered registered(2)(3) share(3) offering price(2)(3) registration fee(4) Class A Ordinary Shares, par value US$0.0001 per share(1) ............. 131,100,000 US$4.17 US$546,687,000 US$68,062.53 (1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-225594). Each American depositary share represents three Class A ordinary shares. (2) Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment option. Also includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States. (3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. (4) US$62,250 of which was previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. † The term ‘‘new or revised financial accounting standard’’ refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Project 356 F-1 (IPO) Proj: P5164HKG18 Job: 18ZAN76401 (18-5164-1) REDLINED Page Dim: 8.250 X 10.750⍯ Copy Dim: 40. X 60. File: BA76401A.;60 v6.8 MERRILL CORPORATION CHE108068//13-JUN-18 06:31 DISK135:[18ZAN1.18ZAN76401]BC76401A.;96 mrll_1116.fmt Free: 930DM/0D Foot: 0D/ 0D VJ J1:1Seq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;141 83 C Cs: 53649 PROSPECTUS (Subject to Completion) Issued June 13, 2018. 38,000,000 American Depositary Shares 4FEB201822550251 Uxin Limited Representing 114,000,000 Class A Ordinary Shares Uxin Limited is offering 38,000,000 American depositary shares, or ADSs. This is our initial public offering and no public market currently exists for the ADSs or Class A ordinary shares. Each ADS represents three of our Class A ordinary shares, par value US$0.0001 per share. It is currently estimated that the initial public offering price per ADS will be between US$10.50 and US$12.50. egistration statement filed with the Securities and Exchange We intend to apply for the listing of the ADSs on NASDAQ Global Select Market under the symbol ‘‘UXIN.’’ Following the completion of this offering and the concurrent private placement of convertible notes, our to buy these securities in any state where the offer or sale is not permitted. outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. Kun Dai, our founder, chairman and chief executive officer, will be deemed to beneficially own all of our issued Class B ordinary shares and will be able to exercise approximately 46.53% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering (or 45.95% of the total voting power of our issued and outstanding share capital if the underwriters exercise their over-allotment option in full). Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. We are an ‘‘emerging growth company’’ under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Investing in the ADSs involves risks. See ‘‘Risk Factors’’ beginning on page 16. PRICE US$ PER ADS Underwriting Price to Discounts and Public Commissions(1) Proceeds to Us Per ADS ..................................... US$ US$ US$ Total ........................................ US$ US$ US$ (1) See ‘‘Underwriting’’ for additional disclosure regarding underwriting compensation payable by us. We have granted the underwriters the right to purchase up to an additional 5,700,000 ADSs to cover over-allotments. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs to purchasers on , 2018. MORGAN STANLEY GOLDMAN SACHS (ASIA) L.L.C. J.P. MORGAN CICC CHINA RENAISSANCE The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the r The information in this preliminary prospectus is not complete and may be changed. We Commission is effective. This preliminary prospectus not an offer to sell these securities and we are soliciting offers , 2018. Project 356 F-1 (IPO) Proj: P5164HKG18 Job: 18ZAN76401 (18-5164-1) Color1: Warm Red U Color30: Warm Red U REDLINED Page Dim: 8.250 X 10.750⍯ Copy Dim: 40. X 60. File: BC76401A.;96 v6.8 MERRILL CORPORATION CHE108048//11-JUN-18 13:48 DISK135:[18ZAN1.18ZAN76401]BD76401A.;9 mrll_1116.fmt Free: 560DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;141 83 C Cs: 49702 28MAY201805195562 Project 356 F-1 (IPO) Proj: P5164HKG18 Job: 18ZAN76401 (18-5164-1) REDLINED Page Dim: 8.250 X 10.750⍯ Copy Dim: 38. X 54.3 File: BD76401A.;9 v6.8 MERRILL CORPORATION CHE108048//11-JUN-18 13:48 DISK135:[18ZAN1.18ZAN76401]BD76401A.;9 mrll_1116.fmt Free: 290DM/0D Foot: 0D/ 0D VJ RSeq: 2 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;141 83 C Cs: 52688 28MAY201810020386 Project 356 F-1 (IPO) Proj: P5164HKG18 Job: 18ZAN76401 (18-5164-1) REDLINED Page Dim: 8.250 X 10.750⍯ Copy Dim: 38.
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