EX-99.1 2 a19-4779_1ex99d1.htm EX-99.1

Exhibit 99.1

 

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 $0.0001 per share, of Uxin Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit 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.

 

[Remainder of this page has been intentionally left blank.]

 

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2019.

 

 

Redrock Holding Investments Limited

 

 

 

By:

/s/ David Sreter

 

Name:

David Sreter

 

Title:

Director

 

 

 

 

Warburg Pincus Private Equity XI, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Private Equity XI-B, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Private Equity XI-C, L.P.

 

 

 

By:

Warburg Pincus (Cayman) XI, L.P., its general partner

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI (Asia), L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, L.P., its general partner

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

[Signature Page to Joint Filing Agreement, Schedule 13G]

 

 

 

Warburg Pincus XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

WP XI Partners, L.P.

 

 

 

By:

Warburg Pincus XI, L.P., its general partner

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus LLC

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus XI, L.P.

 

 

 

 

By:

WP Global LLC, its general partner

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

WP Global LLC

 

 

 

By:

Warburg Pincus Partners II, L.P., its managing member

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Partners II, L.P.

 

 

 

By:

Warburg Pincus Partners GP LLC, its general partner

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus Partners GP LLC

 

 

 

By:

Warburg Pincus & Co., its managing member

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

[Signature Page to Joint Filing Agreement, Schedule 13G]

 

 

 

Warburg Pincus & Co.

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Partner

 

 

 

 

Warburg Pincus (Cayman) XI, L.P.

 

 

 

By:

Warburg Pincus XI-C, LLC, its general partner

 

By:

Warburg Pincus (Bermuda) XI, Ltd., its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI-C, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus (Bermuda) XI, Ltd.

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus Partners II (Cayman), L.P.

 

 

 

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus (Bermuda) Private Equity GP Ltd.

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI (Asia) GP, L.P.

 

 

 

By:

Warburg Pincus XI (Asia) GP, LLC, its general partner

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

 

 

 

Warburg Pincus XI (Asia) GP, LLC

 

 

 

By:

Warburg Pincus Partners II (Cayman), L.P., its managing member

 

By:

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

 

 

 

 

By:

/s/ Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Authorized Signatory

 

[Signature Page to Joint Filing Agreement, Schedule 13G]

 

 

 

Charles R. Kaye

 

 

 

 

By: /s/

Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

 

 

Joseph P. Landy

 

 

 

 

By: /s/

Robert B. Knauss

 

Name:

Robert B. Knauss

 

Title:

Attorney-in-fact*

 

*The Power of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to the statement on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc. (File No. 005-80578) and is hereby incorporated by reference.

 

[Signature Page to Joint Filing Agreement, Schedule 13G]