2022. Accordingly, this table reflects financial information fully reflective of the accounting impact of the
triggering of this down round feature. The accounting impact was non-cash and non-operating in nature and did not
have any impact on the Company's operating loss, assets or liabilities, or consolidated statements of cash flows. As
a result of the triggered down round feature, an entry was made to debit accumulated deficit and credit additional
paid-in capital in amount of RMB755.6 million as of September 30, 2022. Additionally, and also as a result of
triggering this same down round feature, a deemed dividend to preferred shareholders of RMB755.6 million was
appropriated from net loss attributable to the Company for the nine months ended December 31, 2022, and accordingly,
basic and dilutive loss per share for the nine months ended December 31, 2022 as previously announced in the
earnings release for the third quarter of the fiscal year 2023 was adjusted from 0.02 to 0.64, respectively. On June
30, 2023, the Company entered into an amendment agreement ("2023 Warrant Agreement") with Alpha Wealth Global
Limited ("Alpha") and Joy Capital, regarding certain warrants in accordance with 2021 Subscription Agreement.
Pursuant to the foregoing definitive agreement and certain assignments of warrants among Alpha, NIO Capital and Joy
Capital, Alpha and Joy Capital (either together or separately) are entitled, at their discretion, to exercise their
respective warrants in full to subscribe for a total of 480,629,186 senior convertible preferred shares of the
Company in an aggregate amount of US$21,964,754 at an amended exercise price of US$0.0457 per Class A ordinary
share, representing a further modification from the prior exercise price of US$0.14 per Class A ordinary share no
later than September 30, 2023. On August 17, 2023, Joy Capital exercised its warrants in full and subscribed
218,818,380 senior convertible preferred shares for an aggregate amount of US$10 million ("Exercise of the
Warrant"), which led to another reduction in the conversion price of the Company's existing senior convertible
preferred shares issued pursuant to the 2021 Subscription Agreement and 2022 Subscription Agreement we entered into
with certain investors in June 2021 and June 2022, respectively(the "Second Conversion Price Reduction"). As a
result of the triggered down round feature by the Second Conversion Price Reduction, an entry was made to debit
accumulated deficit and credit additional paid-in capital in amount of RMB278.8 million as of September 30, 2023.
Additionally, and also as a result of triggering this same down round feature, a deemed dividend to preferred
shareholders of RMB278.8 million was appropriated from net loss attributable to the Company for the nine months
ended December 31, 2023.
Uxin Limited
Unaudited Consolidated Balance Sheets
(In thousands except for number of shares and per share data)
As of March 31, As of December 31,
---------------
2023 2023
--------------- -------------------------
RMB RMB US$
ASSETS
Current assets
Cash and cash equivalents 92,713 19,350 2,725
Restricted cash 618 616 87
Accounts receivable, net 790 2,492 351
Loans recognized as a
result of payments under
guarantees, net of
provision for credit losses
of RMB10,337 and RMB8,000
as of March 31, 2023 and
December 31, 2023,
respectively - - -
Other receivables, net of
provision for credit losses
of RMB26,541 and RMB23,282
as of March 31, 2023 and
December 31, 2023,
respectively 15,345 18,883 2,660
Inventory, net 110,893 117,022 16,482
Prepaid expenses and other
current assets 61,390 78,245 11,021
Total current assets 281,749 236,608 33,326
--------------- ------------ -----------
Non-current assets
Property, equipment and
software, net 63,725 72,428 10,201
Long-term investments 288,712 288,712 40,664
Other non-current assets - 428 60
Finance lease right-of-use
assets, net (i) - 1,554,795 218,988
Operating lease right-of-use
assets, net 84,461 172,459 24,290
Total non-current assets 436,898 2,088,822 294,203
--------------- ------------ -----------
Total assets 718,647 2,325,430 327,529
=============== ============ ===========
LIABILITIES, MEZZANINE
EQUITY AND SHAREHOLDERS'
DEFICIT
Current liabilities
Accounts payable 80,668 81,148 11,429
Warrant liabilities 8 - -
Other payables and other
current liabilities 344,502 379,286 53,421
Current portion of finance
lease liabilities (i) - 65,826 9,271
Short-term borrowing 20,000 66,580 9,378
Current portion of long-term
debt 158,736 291,950 41,120
Total current liabilities 603,914 884,790 124,619
--------------- ------------ -----------
Non-current liabilities
Long-term borrowings 291,950 - -
Consideration payable to
WeBank 58,559 - -
Finance lease liabilities
(i) - 1,372,959 193,377
Operating lease liabilities 77,462 158,064 22,263
Long-term debt 264,560 - -
Total non-current
liabilities 692,531 1,531,023 215,640
--------------- ------------ -----------
Total liabilities 1,296,445 2,415,813 340,259
=============== ============ ===========
Mezzanine equity
Senior convertible preferred
shares (US$0.0001 par
value, 1,720,000,000 shares
authorized as of March 31,
2023 and December 31, 2023;
1,151,221,338
and 1,370,039,718 shares
issued and outstanding as
of March 31, 2023 and
December 31, 2023,
respectively) 1,245,721 1,330,414 187,385
Subscription receivable from
shareholders (550,074) (107,879) (15,194)
Redeemable non-controlling
interests (ii) - 148,341 20,893
Total Mezzanine equity 695,647 1,370,876 193,084
--------------- ------------ -----------
Shareholders' deficit
Ordinary shares 806 813 115
Additional paid-in capital 15,451,803 15,766,016 2,220,597
Accumulated other
comprehensive income 220,185 225,024 31,694
Accumulated deficit (16,946,064) (17,452,902) (2,458,190)
Total Uxin's shareholders'
deficit (1,273,270) (1,461,049) (205,784)
--------------- ------------ -----------
Non-controlling interests (175) (210) (30)
--------------- ------------ -----------
Total shareholders' deficit (1,273,445) (1,461,259) (205,814)
=============== ============ ===========
Total liabilities, mezzanine
equity and shareholders'
deficit 718,647 2,325,430 327,529
=============== ============ ===========
* Share-based compensation charges
included are as follows:
For the three months ended For the nine months
December 31, ended December 31,
------------------------------ -------------------------
2022 2023 2022 2023
------ ---------------------- ------ -----------------
RMB RMB US$ RMB RMB US$
Sales and
marketing 318 451 64 1,108 1,444 203
General and
administrative 10,306 10,886 1,533 34,258 32,554 4,585
Research and
development 348 141 20 1,235 1,420 200
Uxin Limited
Unaudited Reconciliations of GAAP And Non-GAAP Results
(In thousands except for number of shares and per share data)
For the three months ended December 31, For the nine months ended December 31,
------------------------------------------- -------------------------------------------
2022 2023 2022 2023
------------- ---------------------------- ------------- ----------------------------
RMB RMB US$ RMB RMB US$
Net loss, net of
tax (100,840) (78,096) (11,001) (57,373) (226,822) (31,946)
Add: Income tax
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