SecProbe.io

Mail Stop 4561

March 7, 2018

Kun Dai
Chief Executive Officer
Uxin Limited
37/F, Tower B, Wangjing SOHO T3,
No. 10, Wangjing Street, Chaoyang District
Beijing, 100102
People's Republic of China

Re:  Uxin Limited
Draft Registration Statement on Form F-1
Submitted February 8, 2018
CIK No. 0001729173

Dear Mr. Dai :

We have reviewed your  draft  registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary, page 1

1. You state that the prospectus contains information from an industry report commissioned by
you and prepared by iResearch. Please revise to provide the date of the report and provide us
with a copy for our review. Clearly mark the specific language in the s upporting materials
that supports each statement in the prospectus.

Overview, page 1

2. You state that you were the largest used car e -commerce platform in terms of the number of
transactions and total GMV in the first nine months of 2017.  Please revise to provide your

Kun Dai
Uxin Limited
March 7, 2018
Page 2

 ranking in the prior comparative period to provide context. You also state that your Uxin
Used Car and Uxin Auction businesses achieved market shares of 39% and 41% in terms of
GMV in the used car markets in china, respectively, in the first nine months of 2017.  Please
revise to provide the data for the same period in 2016.

Conventions That Apply to this Prospectus, page 7

3. You state that a ctive dealers  are dealers who bid for or purchase cars through your 2B
business, or dealers who list cars for sale through your 2B or 2C business in a specific
period.   Please revise to clar ify the reference to  the specific period.

4. Please clarify how you determine gross merchandise value of used car transactions. For
example, clarify if this is the gross selling price, fair value or something else.

Summary Consolidated Financial and Operat ing Data, page 10

5. You disclose a pro forma balance sheet showing the impact of your preferred stock
conversion upon IPO.  Please revise to also present pro forma earnings per share. See Rule
11-02(b)(7) of Regulation S -X.

Risk Factors

Risks Related to O ur Business and Industry

We rely on a limited number of third -party financing partners…, page 18

6. You state that you have experienced incidents in the past where your financing partners
were unable to meet their commitment to fund approved consumer auto loans after you had
prefunded the loans.  To the extent material, please revise to quantify these incidents and the
impact on your revenues. Additionally, in an appro priate section, please revise to discuss
how you have sought to mitigate such occurrences in the future.

7. You state that, a s of September  30, 2017, almost all of the funding for consumer auto loans
facilitated through your platform was provided by your thi rd-party financing partners, and a
majority of the funding was provided by one of the three financing partners .  Please revise to
disclose the percentage of funding each of the three financing partners are responsible for.
Additionally, p lease revise to d isclose the revenue attributable to each financing partner that
contributes 10% or more to your loan facilitation services revenues and/or total revenues for
each period presented.   In this regard, we note that r evenues generated from your loan
facilitatio n services accounted for 38.1% and 48.3% of your total revenues in 2016 and the
nine months ended September  30, 2017, respectively.  Where applicable, please revise to
discuss the material te rms of your agreements with the  financing partners, including the term
of the agreements and related material termination provisions, and file the agreements as

Kun Dai
Uxin Limited
March 7, 2018
Page 3

 exhibits to your registration statement or tell us why this is not material.  Refer to Item 4.B.6
and Instruction 4 (a)(ii) to Item 19 of Form 20 -F.

We have be en and continue to be subject to intellectual property infringement…, page 29

8. You state that you  have been  subject to intellectual property infringement claims  in the past .
To the extent material, p lease revise to briefly describe the underlying claims and any
impact on your results of operations and financial operations.

Risks Related to Our ADSs and This Offering

We are an emerging growth company …, page 60

9. Please revise your disclosure to also  state that as a result of your election to take advantage
of the extended transition period for new or revised accounting pronouncements, your
financial statements may not be comparable to companies that comply with public company
effective dates.

Manage ment’s Discussion and Analysis  of Financial Condition and Results of Operations

Specific Factors Affecting Our Results of Operations , page 88

10. Please revise to disclose the comparative prior year information for your average take rate,
attach rate of used  car loan facilitation services and average service fee rate.  Revised
disclosure should also address disclosures required by Form 20 -F, Part I, Item 5.D.

Key Components of Results of Operations

Results of Operations, page 94

11. Throughout your discussion of results  of operations  you show material changes and trends
for the  comparative period s ended September 30, 2016 and 2017.  We note fo r example ,
material changes in  gross profit and sales and marketing expenses.  In this regard, tell us how
you considered  providing gross profit by main business line (i.e. 2B, 2C facilitation and 2C
lending) and discuss how changes in the mix of revenues impacts gross profit for the
reported periods.  Please revise to identify the most significant recent trends that are
reasonably likely to have material effect on results of operations, profitability, liquidity or
capital resources, or that  would cause reported financial information not necessarily to be
indicative of future operating results or financial condition.  See For m 20 -F, Part I, Item 5D.

Revenues, page 95

12. To provide an indication of the magnitude that changes in pricing have had on your results
of operations, please disclose the transaction facilitation service take rate for each period

Kun Dai
Uxin Limited
March 7, 2018
Page 4

 presented for your 2C busi ness, and discuss the impact that changes in this rate have had on
your revenues.  Refer to Section III.D of Release No. 33 -6835.  Similarly, please provide the
average revenue per transaction for your loan facilitation services  for each period presented ,
and discuss the reasons for any material changes in this rate during the reported periods.

Contractual Obligations, page 101

13. You state that your  operating lease commitments relate to your leases of offices, which are
under non -cancellable operating lease agreements.  Please tell us whether these include your
nationwide service network comprising more than 950 service centers and 7 transaction
centers across more than 260 cities in China .

Business

Our Strengths, page 121

14. Please revise to present comparative information for each measure presented for all periods
presented, including but not limited to the number of active dealers, the attach rate of used
car loan facilitation services, the average take rate, approximate number of cars listed on
your platform, market share percentages, etc.

Superior transaction experience, page 122

15. You state that f or individual customers of your 2C business,  you provide a 30 -day return
policy.  Please revise to clarify what happens to the cars upon return. For examp le, please
clarify whether you return the cars to the sellers or keep them as part of your inventory .
Where applicable, and to the extent material, please revise to quantify the number of cars
returned under this policy and the impact on your results of op erations and financial
conditions for the periods presented.

Our Platform and Services, page 125

16. You state that Uxin Used Car had 14 million MAUs for the period ended September 30,
2017.  Please revise to provide your MAUs in for the comparative period t o provide context.

17. To provide appropriate context to the range of service fee rate disclosed on page 127, please
also provide the average service fee rates for the reported periods included in your filing.
We note that you disclose a range here of appr oximately 5% - 16%; however, your
disclosure on page 88 indicates that the average rate for the period ended September 30,
2017 is only 5.6%.

Guarantee Risk Control, page 128

18. Please clarify how your systems are integrated with your financing partners and disclose you
receive information from them.

Kun Dai
Uxin Limited
March 7, 2018
Page 5

 Check Auto inspection system , page 133

19. You state that you have licensed your Check Auto system to several top car manufacturers
for thei r own car inspection needs. Please revise to discuss the material terms of the license
agreement and file the license agreements as exhibits to the registration statement or tell us
why this is not material.

Sunny risk control system , page 134

20. You state that your Sunny risk control system gathers data from loan applicants and
financing partners online to track a number of metrics related to your guarantee risk
exposure. Please revise to discuss the metrics management uses. Also clarify whether
management uses any metrics to measure the changes in the overall credit risk of the
portfolio of loans. For example, please tell us whether management utilizes non -performing
loan amounts, “watch lists” of troubled but performing assets, internal or extern al credit/risk
ratings, and/or loan -to-value or first loss ratios.

Principal [and Selling] Shareholders, page 157

21. We note that your existing officers, directors and principal stockholders currently own a
significant portion of your ordinary shares .  Please clarify whether the company will be a
“controlled company” under the definition of the applicable stock exchange after the
offering and provide appropriate disclosure on the prospectus cover page, prospectus
summary and risk factors to the extent approp riate.

22. You state that your principal shareholder s are those who beneficially own more than 5% of
your ordinary shares. Item 7.A.1 of Form 20 -F requires information for shareholders who
are beneficial owners of 5% or more of each class of the voting securi ties. Please revise
accordingly. To the extent there are principal shareholders who beneficially own 5% of your
ordinary shares and who are not currently disclosed, please revise to include them.

23. We refer to your disclosure on page 151.   Please revise t o provide the remaining disclosure
required by Item 7.A. of Form 20 -F, including whether any significant change in the percent
ownership held by any of your major shareholder has occurred in the past three years, and
whether the major shareholders have dif ferent voting rights, or provide an appropriate
negative statement.

Related Party Transactions, page 161

24. We refer to the loan agreement between Youxinpai and Kun Dai  discussed on page 78.
Please revise to provide the date of the loan agreement and revise in this section to provide
the material terms of the loan agreement .  Refer to Item 7.B.2 of Form 20 -F.

Kun Dai
Uxin Limited
March 7, 2018
Page 6

 25. You state on page 172 that, on April 18, 2016, you issued 1,9 98,552 restricted shares to Xin
Gao Group Limited. Please revise your table on page II -2 to include this issuance or advise.

Taxation, page 188

26. We note that you intend to file the opinion of Maples and Calder (Hong Kong) LLP
regarding certain Cayman Isl ands tax matters and the opinion of Jun He LLP  regarding
certain PRC tax matters as Exhibits 8.1 and 8.2, respectively.   Please revise to clearly
identify each material tax consequence being opined upon and identify the tax counsel s. For
guidance, refer to  Section III of Staff Legal Bulletin No. 19.

Underwriting

Relationships, page 198

27. You state that you may have engaged certain of the underwriters and their respective
affiliates in a variety of activities.  If any of the underwriters has had a material relationship
with you, please revise to identify the underwriter(s) and describe the nature and terms of
the relationship. Refer to Item 9.B. of Form 20 -F.

Consolidated Financial Statements

Consolidated Statements of Comprehensive Loss, page F -5

28. We note  your discussion on page 95 of the disparate gross margins between loan and
transaction facilitation revenues causing a near tripling of the gross margin percentage over
the nine months comparative periods ended September 30, 2016 and 2017.  Tell us what
consideration you gave to presenting separate loan and transaction facilitation costs of
revenues in the Consolidated Statements of Comprehensive Loss and related MD&A to
address separate costs and gross margins.

Note 2. Principal Accounting Policies

Note  2.2 Basis of Consolidation,

Variable Interest Entities, page F -11

29. Please revise to provide qualitative information about the nature, purpose and activities of
your VIEs.  Refer to ASC 810 -10-50-12(d).

Note 2.4 Fair value Measurements, page F -15

30. Please describe for us the nature and extent of the third party appraiser’s involvement in the
determination of the fair value of the guarantee liability at inception.  Refer to Question

Kun Dai
Uxin Limited
March 7, 2018
Page 7

 141.02 of our Compliance and Disclosure Interpretations related to Se curities Act filings at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm for guidance.

Note 2.7 Restricted Cash and Short -term Investments, page F -17

31. Please revise to disclose the nature of terms and restrictions on cash and short -term
investm ents, for example, quantify the fixed percentage rate required to support the loans
outstanding. See ASC 230 -10-50-7. In addition, revise your Liquidity and Capital Resources
discussion on page 98 to provide the disclosures required by Form 20 -F, Part I, I tem
5.B.1(b).

Note 2.19.  Revenue Recognition

32. You disclose on page 126 that every Uxin Certified listing carries a 30 -day return policy.
Please tell us how you have considered this return policy in determining the transaction
price in these arrangements .  Refer to ASC 606 -10-32-5 through 32 -9.

33. Please disclose the methods, inputs and assumptions used to allocate the transaction service
fee charged to the car dealer to the identified performance obligations.  Refer to ASC 606 -
10-50-20c.

34. You disclose on page 127 that borrowers may elect to return the used cars instead of paying
a final bullet payment at maturity under certain types of loan contracts.  Please clarify who
the borrower returns the car to and what happens if they make this ele ction.  Please also tell
us how you account for this right .

Loan Facilitation Revenue, page F -23

35. You disclose on page F -18 that when you facilitate a loan, you advance funds to the
borrower for the purposes of recording the collateral, the funding partner has a legal
obligation to provide these funds to you, and on page 127 that you may fund the loans if the
funding partner does not.  You also state on page 128 that you are obligated to repurchase a
loan from your funding partner upon qualifying def ault.  Please address the following:

 Tell us why these loans are not reflected on y