SecProbe.io

Mail Stop 4561

June 18, 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 Registration Statement on Form F -1
Filed June 1 3, 2018
File No. 333-225266

Dear Mr. Dai :

We have reviewed your amended 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 t o 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 response to these comments, we may have ad ditional comments.

Prospectus Summary

Strategic Cooperation Agreements, page 4

1. Please file the cooperation agreements with CITIC and ICBC as exhibits to the registration
statement or tell us why they are not material.  Refer to Item 601(b)(10) of Regu lation S -K.

Kun Dai
Uxin Limited
June 18, 2018
Page 2

 Summary Consolidated Financial and Operating Data, page 11

2. Please tell us whether the concurrent placement of private debt is a firm commitment.  If so,
revise your pro forma balance sheet information here to reflect the issuance of such debt and
include in a footnote the terms of the note such as interest rate, maturity  date and conversion
terms.

Description of American Depositary Shares, page 182

3. Section 7.9(a) of the Deposit Agreement provides that any claim or cause of action brought
by a party  against the c ompany relating to or based upon the provisions of the F ederal
securities laws of the United States or the rules  and regulations promulgated thereunder  will
be submitted to arbitration as provided in section  7.6 if  so elected by the claimant .  Please
revise your disclosure in this section to provide a descripti on of the arbitration provision and
any effects on the rights of ADS holders  to pursue claims under United States federal
securities laws.  Also reconcile the provision in the Deposit Agreement with your disclosure
on page 78 that  “our constituent documen ts do not contain provisions requiring that
disputes, including those arising under the securities laws of the United States, between us,
our officers, directors and shareholders, be arbitrated.”

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 acce leration.  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 Ac countant, 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