SecProbe.io

Mail Stop 4561

June 6 , 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
Registration Statement on Form F-1
Filed May 29, 2018
Amendment No. 1 to Registration Statement on Form F -1
Filed June 1, 2018
File No. 333-225266

Dear Mr. Dai :

We have reviewed your 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 amending your registration statement and providing the
requested information.  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 response.

After reviewing any amendment to your registration statement and the information you
provide in respon se to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 22 , 2018  letter.

Summary Consolidated Financial and Operating Data, page 10

1. Please tell us how you concluded that the share grant to Mr. Kun Dai and the surrender of
shares by a company controlled by Mr. Dai are directly attributable to the transaction or
explain the basis for including them in the pro forma computation.  Refer to Rule 11 -
02(b)(6) of Regulation S -X.

2. Clarify if the restricted shares disclosed in Note (2) on page 11 as issued and granted to “Mr.
Kun Dai” on May 14, 2018 are the same shares disclosed in Note 31 on page F -138 as
shares issued and granted to “Xin Gao Group” on May 14, 2018.  Please ad vise or revise.

Kun Dai
Uxin Limited
June 6 , 2018
Page 2

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Liquidity and Capital Resources

Investing Activities, page 107

3. Your statement that net cash used in investing activities was primarily attributable t o the
proceeds from disposal of long term investments does not reflect the activities in your
Unaudited Interim Condensed Consolidated Statements of Cash Flows on page F -79.  Please
revise or advise.

Business

Our Platform and Services, page 133

4. You disc lose on page 136 that you ceased the practice of collecting interest on behalf of the
financing partners since the second quarter of 2018.  Please discuss the expected impact on
trends in your guarantee liability as you are now facilitating loans with a lo wer upfront
payment, which may expose you to additional credit risk.  Please also describe additional
steps you take in addition to your normal credit evaluation procedures, if any, to mitigate
such risk. Refer to Item 5.D of Form 20 -F.

Notes to Consoli dated Financial Statements

Note 25. Share -Based Compensation, page F -58

5. Please refer to our prior comments 4 and 5.  It remains unclear how you determined  that you
anticipated the IPO to be complete within six months for the key management grants and
recorded compensation under the probable notion in ASC 718 but simultaneously
determined that an IPO was not probable for your preferred stock and employee sto ck
grants.  Please provide additional information as to how you concluded different accounting
treatment for each was necessary, including specific references to any accounting literature
you relied on.

Unaudited Interim Condensed Consolidated Financial  Statements

Note 31. Subsequent Events, page F -138

6. Please revise to include an estimate of the financial statement impact of subsequent events.
For example, you disclose that you accelerated vesting for stock options and granted
restricted shares that vest upon IPO to your CEO.  Refer to ASC  855-10-50-2.

Kun Dai
Uxin Limited
June 6 , 2018
Page 3

 7. Please tell us how the May 14, 2018 issuance and grant of 17,742,890 restricted shares to
Xin Gao Group for US $.0001 relate to the “Surrender Shares” used May 28, 2018 for the
“Repayment Amount.”  Ple ase reconcile the price paid for those shares to the “estimated
settlement repayment per share price of US $3.68069” used to determine the number of
shares surrendered to pay off the Xin Gao Group debt. Tell us in greater detail how you
valued and will acc ount for each of the May 14th and May 28th transactions and the
authoritative basis for your accounting.  In your response, specifically address why the
estimated settlement repayment per share price is lower than the range of fair values used for
stock ba sed compensation as disclosed on page 120. We may have further comment over the
US $3.68069 estimated settlement repayment price once you have an estimated  offering
price or range.

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate time
for us to review any amendment prior  to the requested effective date of the registration statement.

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 , Assistan t 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