SCHEDULE 13D/A 0001104659-21-094887 0001852124 XXXXXXXX LIVE 11 Class A ordinary shares, par value $0.0001 per share 01/13/2025 false 0001729173 91818X108 Uxin Limited

21/F, Donghuang Building, No. 16 Guangshun South Avenue, Chaoyang Beijing F4 100102

Ning Zhang 852-3551-8690 19th Floor, Edinburgh Tower The Landmark, 15 Queen's Road Central Hong Kong K3 000000 Y Abundant Grace Investment Limited OO N D8 27516904075.00 0.00 27516904075.00 0.00 27516904075.00 N 48.8 CO Note to 7: Represents 27,516,904,075 Class A Ordinary Shares of the Issuer held of record by Abundant. Note to 13: The calculation assumes that there is a total of 56,343,198,438 Class A Ordinary Shares outstanding (excluding 19,218,592 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on August 6, 2024. Y NBNW Investment Limited OO N D8 0.00 27516904075.00 0.00 27516904075.00 27516904075.00 N 48.8 CO 0001852124 N Eve One Fund II L.P. OO N E9 0.00 27516904075.00 0.00 27516904075.00 27516904075.00 N 48.8 PN Y Nio Capital II LLC OO N E9 0.00 29163672293.00 0.00 29163672293.00 29163672293.00 N 51.8 CO Note to 8: Represents 29,163,672,293 Class A Ordinary Shares of the Issuer held of record by Abundant and Glory respectively, which is the sum of (i) 27,516,904,075 Class A Ordinary Shares held by Abundant, and (ii) 1,646,768,218 Class A Ordinary Shares held by Glory. Note to 13: The calculation assumes that there is a total of 56,343,198,438 Class A Ordinary Shares outstanding (excluding 19,218,592 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on August 6, 2024. Y Bin Li OO N F4 0.00 29163672293.00 0.00 29163672293.00 29163672293.00 N 51.8 IN Y Abundant Glory Investment L.P. OO N D8 1646768218.00 0.00 1646768218.00 0.00 1646768218.00 N 2.9 PN Note to 7: Represents 1,646,768,218 Class A Ordinary Shares of the Issuer held of record by Glory. Note to 13: The calculation assumes that there is a total of 56,343,198,438 Class A Ordinary Shares outstanding (excluding 19,218,592 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on August 6, 2024. Class A ordinary shares, par value $0.0001 per share Uxin Limited This Amendment No. 11 to the statement on Schedule 13D (this "Amendment") relates to the Class A ordinary shares, par value US$0.0001 per share (the "Class A Ordinary Shares"), of Uxin Limited, a company organized under the laws of the Cayman Islands (the "Issuer"), whose principal executive offices are located at 21/F, Donghuang Building, No. 16 Guangshun South Avenue, Chaoyang District, Beijing 100102, People's Republic of China. This Amendment supplements and amends the statement on Schedule 13D, Schedule 13D Amendment No. 1, Schedule 13D Amendment No. 2, Schedule 13D Amendment No. 3, Schedule 13D Amendment No. 4, Schedule 13D Amendment No. 5, Schedule 13D Amendment No. 6, Schedule 13D Amendment No. 7, Schedule 13D Amendment No. 8, Schedule 13D Amendment No. 9 and Schedule 13D Amendment No. 10 filed on July 22, 2021, November 16, 2021, January 26, 2022, July 7, 2022, August 2, 2022, January 19, 2023, April 7, 2023, July 7, 2023, August 23, 2023, March 28, 2024 and November 6, 2024 respectively (as amended, the "Initial Statements"). Capitalized terms used in this Amendment, but not otherwise defined, have the meanings given to them in the Initial Statements. Other than as amended by this Amendment, the disclosures in the Initial Statements are unchanged. Responses to each item of this Amendment are incorporated by reference into the responses to each other item, as applicable. Item 2 (a) of the Initial Statements is hereby amended by adding the following paragraph before the second paragraph from the bottom of Item 2 (a) of the Initial Statements: To date, Abundant has fulfilled its payment obligations under the 2022 Subscription Agreement in an aggregate amount of US$90,600,000. As separately agreed in writing by Abundant and the Issuer, Abundant shall pay the remaining purchaser price of US$9,400,000 no later than June 30, 2025, unless otherwise agreed in writing by Abundant and the Issuer. Item 5 (a-b) of the Initial Statements is hereby amended by (i) restating the first paragraph of Item 5 (a-b) of the Initial Statements with the first paragraph below, and (ii) adding the second paragraph below to the end: The information in the cover pages of this Schedule 13D is incorporated by reference. The calculation of the beneficial ownership percentage of the outstanding Class A Ordinary Shares is made pursuant to the requirements of Rule 13d-3(d)(1)(i) under the Exchange Act and assumes that there is a total of 56,343,198,438 Class A Ordinary Shares outstanding (excluding 19,218,592 Class A Ordinary Shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's share incentive plan) as disclosed by the Issuer on its Form F-3/A filed with the U.S. Securities and Exchange Commission on August 6, 2024. The Reporting Persons' beneficial ownership of the Class A Ordinary Shares reported as beneficially owned herein includes (i) 27,516,904,075 Class A Ordinary Shares held of record by Abundant, and (ii) 1,646,768,218 Class A Ordinary Shares held of record by Glory. On January 13, 2025, Abundant transferred to two third-party buyers 1,200,000,000 Class A Ordinary Shares and 960,000,000 Class A Ordinary Shares for the total consideration of US$10,000,000 and US$8,000,000 respectively, each at the price of US$0.00833 per Class A Ordinary Share and pursuant to a share purchase agreement substantially in the form of Exhibit 99.1 attached hereto. On January 14, 2025, Abundant transferred to two third-party buyers 480,000,000 Class A Ordinary Shares and 720,000,000 Class A Ordinary Shares for the total consideration of US$4,000,000 and US$6,000,000, each at the price of US$0.00833 per Class A Ordinary Share and pursuant to a share purchase agreement substantially in the form of Exhibit 99.1 attached hereto. On the same date, Abundant transferred to an affiliate of Joy Capital 1,029,230,136 Class A Ordinary Shares for the total consideration of US$5,000,000 with the per share price of US$0.004858 pursuant to a share purchase agreement substantially in the form of Exhibit 99.1 attached hereto. On the same date, Abundant also transferred 1,029,230,136 Class A Ordinary Shares to Glory for the total consideration of US$5,000,000 with the per share price of US$0.004858. Item 5 (c) of the Initial Statements is hereby amended and restated with the following: None of the Reporting Persons has engaged in any transaction in the Issuer's securities during the past sixty days other than as disclosed herein. Item 6 of the Initial Statement is hereby amended and supplemented by adding the following to the end: Share Purchase Agreements The last paragraph of Item 5 (a-b) is incorporated by reference herein. 99.1 Form of Share Purchase Agreement (English Translation) Abundant Grace Investment Limited /s/ Wei Mao 01/15/2025 NBNW Investment Limited /s/ Bin Li 01/15/2025 Eve One Fund II L.P. /s/ Yan Zhu 01/15/2025 Nio Capital II LLC /s/ Yan Zhu 01/15/2025 Bin Li /s/ Bin Li 01/15/2025 Abundant Glory Investment L.P. /s/ Yan Zhu 01/15/2025