Sec Form 13D Filing - WARBURG PINCUS & CO. filing for Uxin LtdUxin Ltd - 2023-06-20

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  

 

 

  SCHEDULE 13D
(Amendment No. 8*)		  

 

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

 

 

Uxin Limited

(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

 

91818X207 (1)

(CUSIP Number)

 

Steven G. Glenn

Managing Director

Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 16, 2023

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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 disclosures provided in a prior cover page.

 

The information required on 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 provisions of the Act (however, see the Notes).

 

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing thirty Class A Ordinary Shares of the Issuer

 

 

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Redrock Holding Investments Limited (“Redrock”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
27,165,630 Class A Ordinary Shares (1)
(8) Shared Voting Power
0
(9) Sole Dispositive Power
27,165,630 Class A Ordinary Shares (1)
(10) Shared Dispositive Power
0
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
27,165,630 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13)

Percent of Class Represented by Amount in Row (11)

1.99%*

  (14) Type of Reporting Person (See Instructions)
CO
           

(1) Represents 27,165,630 Class A Ordinary Shares of Uxin Limited (the “Issuer”) directly held by Redrock, which were represented by 1,006,865 American Depositary Shares.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus Private Equity XI, L.P. (“WP XI”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
16,428,414.7 Class A Ordinary Shares(1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
16,428,414.7 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
16,428,414.7 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
1.20%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 16,428,414.7 Class A Ordinary Shares beneficially owned by WP XI through its 60.5% equity interest in Redrock.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus Private Equity XI-B, L.P. (“WP XI-B”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
3,042,496.2 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
3,042,496.2 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,042,496.2 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.22%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 3,042,496.2 Class A Ordinary Shares beneficially owned by WP XI-B through its 11.2% equity interest in Redrock.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus Private Equity XI-C, L.P. (“WP XI-C”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
69,870 Class A Ordinary Shares(1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
69,870 Class A Ordinary Shares(1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
69,870 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.01%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 69,870 Class A Ordinary Shares beneficially owned by WP XI-C through its 0.3% equity interest in Redrock.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus XI (Asia), L.P. (“WP XI Asia”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
6,003,604.2 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
6,003,604.2 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,604.2 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.44%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 6,003,604.2 Class A Ordinary Shares beneficially owned by WP XI Asia through its 22.1% equity interest in Redrock.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus XI Partners, L.P. (“WP XI Partners”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
1,059,459.6 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
1,059,459.6 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,059,459.6 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.08%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 1,059,459.6 Class A Ordinary Shares beneficially owned by WP XI Partners through its 3.9% equity interest in Redrock.

* The calculation is based on 1,367, 745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
WP XI Partners, L.P. (“WP XIP”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
570,478.2 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
570,478.2 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
570,478.2 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.04%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 570,478.2 Class A Ordinary Shares beneficially owned by WP XIP through its 2.1% equity interest in Redrock.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus LLC (“WP LLC”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
New York
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
27,165,630 Class A Ordinary Shares(1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
27,165,630 Class A Ordinary Shares(1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
27,165,630 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
1.99%*
  (14) Type of Reporting Person (See Instructions)
OO
           

(1) Represents 27,165,630 Class A Ordinary Shares beneficially owned by WP LLC as the manager of WP XI, WP XI-B, WP XI-C, WP XI Partners, WP XIP (collectively, the “WP XI Funds”) and WP XI Asia.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus XI, L.P. (“WP XI GP”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
21,100,848.8 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
21,100,848.8 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
21,100,848.8 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
1.54%*
  (14) Type of Reporting Person (See Instructions)
OO
           

(1) Represents 21,100,848.8 Class A Ordinary Shares beneficially owned by WP XI GP as the general partner of each of WP XI, WP XI-B, WP XI Partners and WP XIP.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
WP Global LLC (“WP Global”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
21,100,848.8 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
21,100,848.8 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
21,100,848.8 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
1.54%*
  (14) Type of Reporting Person (See Instructions)
OO
           

(1) Represents 21,100,848.8 Class A Ordinary Shares beneficially owned by WP Global as the general partner of WP XI GP.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2 , 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus Partners II, L.P. (“WPP II”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
21,100,848.8 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
21,100,848.8 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
21,100,848.8 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
1.54%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 21,100,848.8 Class A Ordinary Shares beneficially owned by WPP II as the managing member of WP Global.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus Partners GP LLC (“WPP GP LLC”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
21,100,848.8 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
21,100,848.8 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
21,100,848.8 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
1.54%*
  (14) Type of Reporting Person (See Instructions)
OO
           

(1) Represents 21,100,848.8 Class A Ordinary Shares beneficially owned by WPP GP LLC as the general partner of WPP II.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus & Co (“WP”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
New York
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
21,100,848.8 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
21,100,848.8 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
21,100,848.8 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
1.54%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 21,100,848.8 Class A Ordinary Shares beneficially owned by WP as the managing member of WPP GP LLC.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus (Cayman) XI, L.P. (“WP XI Cayman GP”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
69,870 Class A Ordinary Shares(1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
69,870 Class A Ordinary Shares(1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
69,870 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.01%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 69,870 Class A Ordinary Shares beneficially owned by WP XI Cayman GP as the general partner of WP XI-C.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus XI-C, LLC (“WP XI-C LLC”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
69,870 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
69,870 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
69,870 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.01%*
  (14) Type of Reporting Person (See Instructions)
OO
           

(1) Represents 69,870 Class A Ordinary Shares beneficially owned by WP XI-C LLC as the general partner of WP XI Cayman GP.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus (Bermuda) XI, Ltd. (“WP XI Bermuda”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Bermuda
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
69,870 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
69,870 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
69,870 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.01%*
  (14) Type of Reporting Person (See Instructions)
CO
           

(1) Represents 69,870 Class A Ordinary Shares beneficially owned by WP XI Bermuda as the general partner of WP XI Cayman GP.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus Partners II (Cayman), L.P. (“WPP II Cayman”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
6,073,474.2 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
6,073,474.2 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,073,474.2 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.44%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 6,073,474.2 Class A Ordinary Shares beneficially owned by WPP II Cayman (A) as the managing member of WP XI-C LLC and the sole shareholder of WP XI Bermuda, and (B) as the managing member of WP XI Asia GP LLC.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus (Bermuda) Private Equity GP Ltd. (“WP Bermuda GP”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Bermuda
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
6,073,474.2 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
6,073,474.2 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,073,474.2 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.44%*
  (14) Type of Reporting Person (See Instructions)
CO
           

(1) Represents 6,073,474.2 Class A Ordinary Shares beneficially owned by WP Bermuda GP as the general partner of WPP II Cayman.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus XI (Asia) GP, L.P. (“WP XI Asia GP”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
6,003,604.2 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
6,003,604.2 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,604.2 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.44%*
  (14) Type of Reporting Person (See Instructions)
PN
           

(1) Represents 6,003,604.2 Class A Ordinary Shares beneficially owned by WP XI Asia GP as the general partner of WP XI Asia.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

  (1) Names of Reporting Persons
Warburg Pincus XI (Asia) GP, LLC (“WP XI Asia GP LLC”)
  (2) Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) x
    (b) ¨
  (3)

SEC Use Only

 

  (4) Source of Funds (See Instructions)
OO
  (5)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨

 

  (6) Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:		 (7) Sole Voting Power
0
(8) Shared Voting Power
6,003,604.2 Class A Ordinary Shares (1)
(9) Sole Dispositive Power
0
(10) Shared Dispositive Power
6,003,604.2 Class A Ordinary Shares (1)
  (11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,003,604.2 Class A Ordinary Shares
  (12)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

  (13) Percent of Class Represented by Amount in Row (11)
0.44%*
  (14) Type of Reporting Person (See Instructions)
OO
           

(1) Represents 6,003,604.2 Class A Ordinary Shares beneficially owned by WP XI Asia GP LLC as the general partner of WP XI Asia GP.

* The calculation is based on 1,367,745,575 Class A Ordinary Shares of the Issuer outstanding (excluding the 3,782,221 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 of October 27, 2022, as disclosed in the registration statement filed by the Issuer with the U.S. Securities and Exchange Commission on November 2, 2022.

 

 

 

 

AMENDMENT NO. 8 TO SCHEDULE 13D

 

CUSIP No. 91818X207

 

This Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends and supplements the Schedule 13D originally filed by the Reporting Persons on June 18, 2019 (the “Original Schedule 13D”), Amendment No. 1 to Schedule 13D filed by the Reporting Persons on February 10, 2020 (the “Amendment No. 1”), Amendment No. 2 to Schedule 13D filed by the Reporting Persons on October 5, 2020 (the “Amendment No. 2”), Amendment No. 3 to Schedule 13D filed by the Reporting Persons on July 13, 2021 (the “Amendment No. 3”), Amendment No. 4 to Schedule 13D filed by the Reporting Persons on June 1, 2022 (the “Amendment No. 4”), Amendment No. 5 to Schedule 13D filed by the Reporting Persons on June 13, 2022 (the “Amendment No. 5”), Amendment No. 6 to Schedule 13D filed by the Reporting Persons on June 30, 2022 (the “Amendment No. 6”, Amendment No. 7 to Schedule 13D filed by the Reporting Persons on July 11, 2022 (the “Amendment No. 7”, and as amended and supplemented by this Amendment No. 8, the “Schedule 13D”), relating to the Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of Uxin Limited, a Cayman Islands exempted company (the “Issuer”).

 

Except as specifically amended by this Amendment No. 8, items in the Original Schedule 13D, the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6 and the Amendment No. 7 are unchanged.

  

Item 4. Purpose of the Transaction.

 

Item 4 of the Schedule 13D is hereby supplemented by the incorporation by reference of the information provided in Item 5.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and supplemented by the following:

 

(a) Items 7 through 11 and 13 (including the footnotes thereto) of each of the cover pages of this Amendment No. 8 are incorporated by reference into this Item 5.

 

(b) Items 7 through 11 and 13 (including the footnotes thereto) of each of the cover pages of this Amendment No. 8 are incorporated by reference into this Item 5.

 

(c) On July 6, 2022, the Reporting Persons sold an aggregate amount of 3,297,499 ADSs, representing 9,892,497 Class A Ordinary Shares of the Issuer, in the open market with a weighted average trading price of US$0.6603 per ADS. On October 28, 2022, the Issuer effected a reverse split of the Issuer’s ADSs at a ratio of 1:10 and increased the number of Class A Ordinary Shares per ADS from 3 to 30. In connection therewith, the then-existing ADSs (with CUSIP 91818X108) were cancelled and exchanged for new ADSs (with CUSIP 91818X207). From May 23, 2023 to June 16, 2023, the Reporting Persons sold an aggregate amount of 1,038,778 ADSs, representing 31,163,340 Class A Ordinary Shares of the Issuer, in the open market with a weighted average trading price of US$1.4324 per ADS.

 

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any of the Reporting Persons.

 

(e)  Giving effect to the sales described in Item 5(c) above, the Reporting Persons do not beneficially own more than five percent of the class of securities.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby supplemented by the incorporation by reference of the information provided in Items 4 and 5.

 

On April 4, 2023, the Reporting Persons sold the Convertible Notes that they had previously held as disclosed in Item 3 of the Amendment No. 3.

 

Item 7. Material to be Filed as Exhibits.

 

Not applicable  

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Redrock Holding Investments Limited
   
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Director

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Warburg Pincus LLC
   
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Warburg Pincus Partners II, L.P.
   
  By: Warburg Pincus Partners GP LLC, its general partner
  By: Warburg Pincus & Co., its managing member
     
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Warburg Pincus Partners GP LLC
   
  By: Warburg Pincus & Co., its managing member
   
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Warburg Pincus & Co.
   
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Warburg Pincus (Bermuda) XI, Ltd.
   
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorised Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Warburg Pincus Partners II (Cayman), L.P.
   
  By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
   
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorised Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  Warburg Pincus (Bermuda) Private Equity GP Ltd.
   
  By: /s/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorised Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: June 20, 2023

 

  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/ Steven G. Glenn
  Name: Steven G. Glenn
  Title: Authorized Signatory