SecProbe.io

Mail Stop 4561

May 22, 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
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 4, 2018
CIK No. 0001729173

Dear Mr. Dai :

We have reviewed your  amended 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.   Unless we note otherwise, our references to prior comments are to comments in our
April 18, 2018  letter.

General

1. We have received your application dated May 14, 2018  requesting confidential treatment for
certain portions of Exhibits  10.47, 10.48 and 10.4 9 to your registration statement.  We will
promptly review the application for confidential treatment.  Comments, if any, will be
provided in a separate letter.  Please be advised that your registration statement will not be
declared effective until all is sues relating to your confidential treatment request have been
resolved , including the filing of the relevant exhibits on EDGAR .

Kun Dai
Uxin Limited
May 22 , 2018
Page 2

 Risk Factors

Risks Related to Our Business and Industry

We rely on a limited number of third -party financing partners…, page 19

2. We note your response to prior comment 3.  We also note that in 2017, your largest
financing partner provided 51.9% of funding for loans facilitated through your platform and
your other two financing partners in 2017 provided 26.8% and 21.4% of fu nding,
respectively.  Additionally, we note that your loan facilitation revenues attributable to your
three financing partners in 2017  were US$65.9  million, US$41.7  million and US$32.3
million , respectively; representing  47.1%, 29.8% and 23.1% of your loan  facilitation
revenues in 2017 .  As such, we are unable to agree with you that the identity of the
defaulting financing partner is not material information.

 Please revise your disclosure to clarify whether the defaulting financing partner is your
larges t financing partner or one of the other two financing partners.

 Please tell us why you believe the financing partner’s liquidity concerns are “temporary”
and “isolated.”

 Please  clarify whether your financing partners are obligated, pursuant to your agr eement
with them, to find alternative funding sources to fund these auto loans when there has
been a breach of agreement with the company.  To the extent they are not, please revise
to so state.

 If your financing partners are unable to find alternative fu nding sources, please tell us
whether you believe you have alternative sources of financing that can be obtained on
similar terms as those provided by the financing partner if such an incident were to occur
in the future.

Any failure by our VIEs or their  shareholders to perform their obligations …, page 37

3. Please revise your disclosure to state , if true,  that the arbitration provisions relate to the
claims arising out of the contractual relationship created by the VIE agreements, rather than
claims under the United States federal securities laws and do n ot prevent shareholders of the
company from pursuing  claims under the United States federal securities laws .

Notes to Consolidated Financial Statements

Note 25. Share -Based Compensation, page F -61

4. You disclose that your accounting for stock options granted to Grantees considers the IPO
performance condition, the “Corporate Transaction,” as a not probable condition of the

Kun Dai
Uxin Limited
May 22 , 2018
Page 3

 awards until actually completed.  Accordingly you have not accrued compensation cost to
date under ASC 718. However you apparently have considered it probable that a “Qualified
IPO” will be completed and recognized compensation cost earlier for the key management
grantees as fully vested at December 31, 2017 “given the Qualified IPO i s expected to be
consumed [ sic] within 6 months.”  Please clarify here and throughout the filing the different
notions of IPO probability for a “Corporate Transaction” versus “Qualified IPO” and
provide us with the accounting guidance in support of your di stinctions and accounting
treatment.  Please advise or revise.

5. Similarly, ensure consistency of disclosure with Note 24, “Accounting for preferred shares,”
where you disclose that   “…all Preferred Shares are automatically converted upon a
Qualified IPO, the effectiveness of a Qualified IPO is not within the control of the Company
and is not deemed probable to occur for accounting purposes until the effective date of the
Qualified IPO.”  This disclosure appears to conflict with Note 25 where you appear to
disclose a Qualified IPO is probable by recognition of compensation costs for key
management grantees. Please advise or revise.

Exhibit Index, page II -6

6. We note your response to prior comment 16 where you state that you separately submitted to
the staff a copy of the Borrower Service Agreement, Financing Leasing Series Contracts,
and Tri -party Loan Agreement.  Please note that we have not received the materials and will
continue to monitor for the issue.

You may contact Rebekah Lindsey , Staff Accountant,  at (202) 551 -3303 , or Craig Wilson ,
Senior Assistant Chief Accountant, at (202) 551 -3226 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies  and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP