0001140361-24-014627.txt : 20240321 0001140361-24-014627.hdr.sgml : 20240321 20240321162929 ACCESSION NUMBER: 0001140361-24-014627 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240321 DATE AS OF CHANGE: 20240321 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Uxin Ltd CENTRAL INDEX KEY: 0001729173 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90751 FILM NUMBER: 24771798 BUSINESS ADDRESS: STREET 1: 2-5/F, TOWER E, LSHM CENTER STREET 2: NO.8 GUANGSHUN S AVENUE, CHAOYANG DISTRI CITY: BEIJING STATE: F4 ZIP: 100102 BUSINESS PHONE: 861056312700 MAIL ADDRESS: STREET 1: 2-5/F, TOWER E, LSHM CENTER STREET 2: NO.8 GUANGSHUN S AVENUE, CHAOYANG DISTRI CITY: BEIJING STATE: F4 ZIP: 100102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13G/A 1 ef20024848_sc13ga.htm SC 13G/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 7) *

Uxin Limited

(Name of Issuer)

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

91818X306 **

(CUSIP Number)

March 19, 2024
(Date of the Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed :

☐ Rule 13d-1(b)
☒  Rule 13d-1(c)
☐Rule 13d-1(d)

*
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.
**
There is no CUSIP number assigned to the ordinary shares. CUSIP number 91818X306 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, each ADS representing three hundred (300) ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “UXIN.”

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 provision of the Act (however, see the Notes.)

SCHEDULE 13G
CUSIP No. 91818X306
  
Page 2 of 5 Pages
1
NAMES OF REPORTING PERSONS
 
 
GIC Private Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Republic of Singapore
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
140,305,800 (1)
 
 
 
 
6
SHARED VOTING POWER
 
 
23,444,100 (2)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
140,305,800 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
23,444,100 (2)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
163,749,900
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
11.93% (3)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 
(1) These 140,305,800 ordinary shares, par value US$0.0001 per share (the “ordinary shares”) of Uxin Limited (the “Issuer”) are represented by 467,686 American Depositary Shares (“ADSs”), each ADS representing three hundred (300) ordinary shares.
(2) These 23,444,100 ordinary shares, par value US$0.0001 per share (the “ordinary shares”) of Uxin Limited (the “Issuer”) are represented by 78,147 American Depositary Shares (“ADSs”), each ADS representing three hundred (300) ordinary shares.
(3) Based on 1,373,135,483 Class A Shares outstanding as of November 27, 2023, according to the Form F-3/A filed by the Issuer with the Securities and Exchange Commission on November 30, 2023.

SCHEDULE 13G
CUSIP No. 91818X306
  
Page 3 of 5 Pages
Item 1(a)
Name of Issuer
 
Uxin Limited

Item 1(b)
Address of Issuer’s Principal Executive Offices

21/F, Donghuang Building,
No. 16 Guangshun South Avenue,
Chaoyang District,
Beijing, 100102,
People’s Republic of China

Item 2(a)
Name of Persons Filing

GIC Private Limited (“GIC”)

Item 2(b)
Address of Principal Business Office or, if none, Residence

168 Robinson Road
#37-01 Capital Tower
Singapore 068912

Item 2(c)
Citizenship

Singapore

Item 2(d)
Title of Class of Securities

Class A ordinary shares, par value US$0.0001 per share

Item 2(e)
CUSIP Number

There is no CUSIP number assigned to the ordinary shares. CUSIP number 91818X306 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, each ADS representing three hundred (300) ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “UXIN.”

Item 3
If this statement is filed pursuant to §§240.13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

SCHEDULE 13G
CUSIP No. 91818X306
  
Page 4 of 5 Pages
Item 4
Ownership

(a - c)  The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following tables:

Reporting Person
No. of Securities
Beneficially Owned
Percent of Class (3)
Voting Power
Dispositive Power
 

Sole (1), (2)
Shared (1), (2)
Sole (1), (2)
Shared (1), (2)
GIC Private Limited
163,749,900
11.93
140,305,800
23,444,100
140,305,800
23,444,100

  (1)
GIC is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”).  Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS.  As such, GIC has the sole power to vote and power to dispose of the 140,305,800 securities beneficially owned by it.  GIC shares power to vote and dispose of 23,444,100 securities beneficially owned by it with MAS.

 

GIC is wholly-owned by the GoS and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims beneficial ownership of such shares.

  (2)
GIC disclaims membership in a group.

  (3)
Based on 1,373,135,483 Class A Shares outstanding as of November 27, 2023, according to the Form F-3/A filed by the Issuer with the Securities and Exchange Commission on November 30, 2023.

 
Item 5
Ownership of Five Percent or Less of a Class

Not applicable.

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

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

By signing below I certify that, to the best of my 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.
 
SCHEDULE 13G
CUSIP No. 91818X306
  
Page 5 of 5 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct as dated.

 
  GIC PRIVATE LIMITED  
       
       
       
 
By:
/s/ Diane Liang Weishan
  
 
Name:
Diane Liang Weishan
  
 
Title:
Senior Vice President
  
 
Date:
March 21, 2024
  

 
By:
/s/ Toh Tze Meng
  
 
Name:
Toh Tze Meng
  
 
Title:
Senior Vice President
  
 
Date:
March 21, 2024