優(yōu)信美國(guó)股市招股書（英文版）

1、,,,,,,,,,,,,,,,,,,,,,2018 5 29333-,,20549,,F-1,,,1933,Uxin Limited,,,,,,,,,,,,,,,,,,,,,,,,,,,,,7370IRS2-5 / FE8100102+86 10 5631-2700Law Debenture Corporate Services Inc.801 801,,,,,,,,,,,1

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6、,,,,,,,,,,,ADSADSADS,,,,2018,,,25,,,,,,,,,,,ADS,,,,,,,,,,,,,,,,,,,,,,,,ADS,“,”,ADS,iResearch,2018 2 5,Ipsos,,,,iResearch,,2017,,,,Our mission is to enable people to buy the car of their choice. Both consumers an

7、d businesses in China face signi?cant challenges in buying and selling used cars, such as access to a limited number of vehicles, incomplete and unreliable information about vehicles, and complex transaction processes. O

8、ur platform addresses these issues by enabling consumers and businesses to discover, evaluate and transact in used cars throughout China, providing a reliable and one-stop transaction experience. Our platform consists of

9、 two highly synergistic businesses:,,Since our founding, both Uxin Used Car and Uxin Auction have achieved signi?cant success. They possessed market shares of 41% and 42% in terms of GMV in the online 2C and 2B used car

10、markets in China in 2017, compared to 32% and 40% in 2016, respectively, according to iResearch.We have transformed used car commerce in China through our innovative integrated online and of?ine approach that addresses

11、 each step of the transaction and covers the entire value chain. Our highly scalable online platform allows sellers to reach a broad audience and ensures that users have access to an extensive nationwide selection of use

12、d cars. Our of?ine infrastructure allows us to provide services that are important to enabling transactions, such as the inspection, title transfer and delivery of vehicles, in-person consultation and other after-sal

13、e services. In particular, our inspection capabilities allow us to collect proprietary data, images and videos of vehicles and generate accurate car condition reports that allow for standardized comparisons, which are cr

14、ucial to our users' online purchase decision-making processes. With a signi?cant amount of data on buyers, sellers, vehicles and transactions on our platform, we areable to continue to innovate and improve our servi

15、ces to meet the varied needs of our users. Together, our services provide users with the superior experience and peace of mind that our brand embodies, in fact, our name—Uxin ("") translates to quality and tru

16、st in Chinese.,1,?,,,Uxin Used Car (""): our 2C business catering to consumer buyers, primarily provides consumers with customized car recommendations, ?nancing, title transfer, delivery, insurance referral, w

17、arranty and other related services; andUxin Auction (""): our 2B business catering to business buyers, primarily provides businesses with a comprehensive suite of solutions, helping them source vehicles, op

18、timizing their turnover and facilitating cross- regional transactions.,?,,,Table of Contents,Our comprehensive services are built upon a number of critical foundations, including proprietary technology and data analytics

19、 capabilities, an extensive service network and unique transaction enablement capabilities.,Uxin Service Network: As of March 31, 2018, we had a nationwide network of over 670 service centers across more than 270 cities

20、that provides consumer buyers and sellers with services and assistance at each step of the transaction cycle. We believe our physical presence in consumers' neighborhoods provides them with convenient access to our s

21、ervices, allowing us to further cement our relationship with them. We also operate seven regional transaction centers to support transactions in our 2B business.Uxin Transaction Enablement Capabilities: Our unique tran

22、saction enablement capabilities currently cover more than 200 cities and consist of our nationwide delivery and ful?llment network, title transfer services and industry- leading warranty program. Our title transfer servi

23、ce handles a potentially time-consuming and complex process for our buyers. Our warranty program provides consumers with comprehensive after-sale protection.We collaborate with a large number of third-party partners to

24、 provide ?nancing products, insurance, and other services through our platform. For example, our ?nancing partners assess buyers' credit and fund loans facilitated through our platform. This improves the transaction

25、experience for our buyers and allows us to establish ongoing relationships with our customers to serve them for other after-sale needs including their next car purchase.As our platform grows, more buyers tend to attrac

26、t more sellers, which in turn engages additional buyers across a broader selection of used cars, driving signi?cant network effects. In addition, more buyers and sellers will attract more third-party service partners and

27、 expand the offerings on our platform, forming a more vibrant ecosystem. Since our inception in 2011, we have witnessed signi?cant growth in our business. The total number of used cars sold through our platform has incre

28、ased from 377,777 in 2016 to 634,317 in 2017, representing a 67.9% increase, and from 102,098 in the ?rst three months of 2017 to 165,003 in the ?rst three months of 2018, representing a 61.6% increase. The total GMV of

29、our platform has grown from RMB26.0 billion in 2016 to RMB43.4 billion (US$6.9 billion) in 2017, representing a 67.0% increase, and from RMB7.9 billion in the ?rst three months of 2017 to RMB11.6 billion (US$1.9 billion)

30、 in the ?rst three months of 2018, representing a 47.8% increase.We generate revenues primarily through fees for transaction facilitation and auto loan facilitation services. Our total revenues grew to RMB

31、1,951.4 million (US$298.6 million) in 2017, representing an increase of 136.7% from 2016. For the three months ended March 31, 2018, our total revenues was RMB649.4 million (US$103.3 million), representing an increase of

32、 93.2% over the same period in 2017. Our net loss was RMB2,747.8 million (US$420.5 million) in 2017, compared to RMB1,392.9 million in 2016. Our net loss was RMB839.4 million (US$133.5 million) in the ?rst three months o

33、f 2018, compared to RMB510.8 million in the ?rst three months of 2017. Our adjusted net loss, a non- GAAP measure de?ned as net loss excluding share-based compensation and fair value change of derivative liabilities was

34、RMB1,696.1 million (US$259.6 million) in 2017, compared to RMB1,050.4 million in,2,?,,,Data and Technology: Our patented industry-leading car inspection system, Check Auto (""), provides a comprehensive overvi

35、ew of a used car's condition, while our AI- and big data-driven Manhattan pricing engine evaluates a car's condition and provides buyers and sellers with pricing insights. Our Manhattan pricing engine also enable

36、s us to bottom forecast the residual value of vehicles. By leveraging both the Manhattan pricing engine and our proprietary Sunny risk control system, which makes credit assessments on prospective borrowers, we are able

37、to effectively monitor car collateral and manage our risk exposure. In addition, based on the plethora of data wehave on our users' browsing history, behavior and preferences, our Lingxi ("") smart select

38、ion system provides highly personalized recommendations to consumers, making it more likely for them to ?nd the car of their choice.,,,Table of Contents,2016, and RMB478.0 million (US$76.0 million) in the ?rst three mont

39、hs of 2018, compared to RMB430.4 million in the ?rst three months of 2017. See "Summary Consolidated Financial and Operating Data—Non-GAAP Financial Measure."Our StrengthsWe believe that the following compe

40、titive strengths contribute to our success and differentiate us from our competitors:largest used car e-commerce platform in China;innovative integrated online and of?ine business model;superior transaction experie

41、nce;transaction-centric platform with multiple service opportunities;strong data analytics capabilities and proprietary technology; andvisionary and experienced management team with proven track record.Our Strate

42、giesWe intend to execute the following strategies to further expand our business:continue to expand nationwide footprint;further improve user experience;capture additional service opportunities;reinforce techno

43、logy leadership through innovation; and,?,selectively pursue strategic alliance, investment and acquisition opportunities.,Our ChallengesOur ability to achieve our mission and execute our strategies is subject to risks

44、 and uncertainties, including those relating to our ability to:provide differentiated and superior customer experience;maintain and enhance customer trust in our platform;compete successfully;assess and mitigate

45、various risks, including credit;achieve pro?tability and generate positive operating cash ?ow;manage our rapid growth and implement our business strategies;maintain and expand relationships with our business partne

46、rs, including ?nancing partners;comply with applicable laws and regulations; and,,,maintain and upgrade our technology capabilities.See "Risk Factors" and other information included in this prospectus for a

47、 discussion of these and other risks and uncertainties that we face.,3,,,Table of Contents,Industry OverviewChina is the world's second largest automotive market as measured by car PARC and is forecasted to become

48、the largest automotive market by 2023, according to iResearch. As of December 31, 2017, there were approximately 185 million car PARC in China, compared with 275 million car PARC in the United States. Despite the scale o

49、f China's car PARC, the low car ownership rate and a large population indicate signi?cant room for continued growth.Total used car transaction volume in China reached 12.4 million in 2017. The ratio of China's

50、used car sales to new car sales by volume was 0.5 in 2017, signi?cantly lower than that of 2.4 in the United States. Used car transaction volume in China is expected to grow rapidly at a CAGR of 19.0% from 12.4 million i

51、n 2017 to 29.6 million by 2022, according to iResearch.Additionally, China's used car supply chain is ripe for disruption due to the following factors:,?,challenges faced by used car consumers, including limited lo

52、cal car selection, lack of trust in used car dealers, lack of one-stop shop for services, and underserved used car ?nancing needs;,?,challenges faced by used car dealers, including operational capabilities de?ciencies an

53、d inef?ciencies, such as those relating to customer acquisition; and,fragmented, multi-layered and inef?cient used car supply chain.A seamlessly integrated online and of?ine model is best suited to address these issues

54、. An online business provides buyers with access to a brand selection of cars through a user-friendly online vehicle search process, it also provides better and more convenient purchase and related services by better mat

55、ching, buyers and sellers through the use of big data to enable customized used car ?nancing and insurance products. Of?ine services can facilitate sales by providing customers with vehicle inspection, customer support,

56、logistics and ful?llment solutions, and after-sale warranty and other services.China's used car consumer ?nancing market, used car logistics market, and automotive aftermarket are also massive market opportunities.

57、 For example, the penetration rate of consumer auto ?nancing in China is still low compared to more developed markets. New technology-enabled business will improve overall transparency, ef?ciency and liquidity of the use

58、d car supply chain. As a result, China's used car consumer ?nancing market is expected to grow at a CAGR of 45.6% from RMB72.3 billion in 2017 to RMB473.0 billion (US$75.4 billion) in 2022, according to iResearch.,4,

59、,,,,Table of Contents,Corporate StructureThe following diagram illustrates our corporate structure as of the date of this prospectus, including our signi?cant subsidiaries and our variable interest entities and their s

60、igni?cant subsidiaries.,,(1),The other shareholders of Fairlubo Auction Company Limited are LC Fund V, L.P., one of our shareholders, LC Parallel Fund V, L.P., one of our shareholders, and Fengshion Capital Investment Fu

61、nd, LP. LC Fund V, L.P. holds 7.138%, LC Parallel Fund V, L.P. holds 0.5541%, and Fengshion Capital Investment Fund, LP. holds 15.3847% of the equity interest in Fairlubo Auction Company Limited. Upon the completion of t

62、his offering, the shares held by these entities in Fairlubo will be converted into ordinary shares of our company, and Fairlubo will become our 100% owned subsidiary. See "Description of Share Capital—History of Sec

63、urities issuances.",(2),Shareholders of Youxin Hulian are Mr. Kun Dai, our CEO and Beijing Min Si Lian Hua Investment Management Co., Ltd., an af?liate of our shareholder, Redrock Holding Investments Limited. Mr. Ku

64、n Dai holds 99.9923% and Beijing Min Si Lian Hua Investment Management Co., Ltd. holds 0.0077% of the equity interest in Youxin Hulian.,(3),Shareholders of Fengshun Lubao are Yishouche, one of our consolidated VIEs, and

65、Shanghai Fengshang Equity Investment Fund Partnership (Limited Partnership), an af?liate of one of the shareholders of Fairlubo Auction Company Limited, Fengshion Capital Investment Fund, LP. Yishouche holds 99.99% and S

66、hanghai Fengshang Equity Investment Fund Partnership (Limited Partnership) holds 0.01% of the equity interest in Fengshun Lubao.,(4),Shareholders of Yishouche are Mr. Kun Dai, our CEO and Beijing Min Si Lian Hua Investme

67、nt Management Co., Ltd., an af?liate of our shareholder, Redrock Holding Investments Limited. Mr. Kun Dai holds 99.9999% and Beijing Min Si Lian Hua Investment Management Co., Ltd. holds 0.0001% of the equity interest in

68、 Yishouche.,Our WFOEs, Youxinpai, Yougu and Youxin Lubao entered into contractual arrangements with Youxin Hulian, Yishouche, Fengshun Lubao and their respective shareholders to conduct part of our 2B business, our 2C bu

69、siness and salvage car business, respectively, due to PRC legal restrictions on foreign ownership and investment in value-added telecommunications services. These contractual arrangements enable us to (i) exercise effect