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Uxin Limited

1&3/F, No. 12
Beitucheng East Road

Chaoyang District,
Beijing 100029

People’s Republic
of China

December 14, 2022

VIA EDGAR

Ms. Jennie Beysolow

Ms. Taylor Beech

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Uxin
                                            Limited (the “Company”)

    Form
20-F for the Fiscal Year Ended March 31, 2022

    Filed
                                            on August 1, 2022 (File No. 001-38527)

Dear Ms. Beysolow and Ms. Beech,

This letter sets
forth the Company’s responses to the comments contained in the letter dated November 30, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F
for the fiscal year ended March 31, 2022 filed with the Commission on August 1, 2022 (the “2022 Form 20-F”) and the
Company’s response to the Staff’s comments regarding the 2022 Form 20-F submitted on October 20, 2022. The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined
in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

Form 20-F
for the Fiscal Year Ended March 31, 2022

Item 3. Key
Information, page 3

 1. We
                                            note your disclosure in response to comment 3 regarding the August 26, 2022 Statement of
                                            Protocol in Item 3. Please further revise to state that the PCAOB will be required to reassess
                                            its determinations by the end of 2022, as you have proposed to include in your risk factors
                                            in response to this comment.

In response to the
Staff’s comment, the Company respectfully proposes to further revise the relevant disclosure in Item 3 of its future Form 20-F
filings per the blacklining shown below (page references are made to the 2022 Form 20-F to illustrate the approximate location of
the disclosure), subject to such updates and adjustments to be made in connection with any material developments of the subject
matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response.

Division of Corporation Finance

 Office of Trade & Services

Securities and Exchange Commission

December 14, 2022

Page 2

Page 5 (Key Information)

“The Holding
Foreign Companies Accountable Act

The Holding Foreign
Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states that if the SEC determines that we have
filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three
consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange
or in the over-the-counter trading market in the United States. Since our auditor is located in China, a jurisdiction where the
PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is not currently inspected
by the PCAOB, which may impact our ability to remain listed on a United States stock exchange. On December 16, 2021, the PCAOB
issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered
public accounting firms headquartered in mainland China and Hong Kong, and our auditor is subject to this determination. On August
29, 2022, the SEC conclusively listed Uxin Limited as a Commission-Identified Issuer under the HFCAA following the filing of our
annual report on Form 20-F for the fiscal year ended March 31, 2022. In accordance with the HFCAA, our securities will be prohibited
from being traded on a national securities exchange or in the over-the-counter trading market in the United States in 2024 if the
PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China, or in 2023 if
proposed changes to the law, or the Accelerating Holding Foreign Companies Accountable Act, are enacted. As a result, Nasdaq may
determine to delist our securities. The related risks and uncertainties could cause the value of our ADSs to significantly
decline or be worthless. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance,
taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms
headquartered in mainland China and Hong Kong. Furthermore, the PCAOB will assess by the end of 2022 whether China remains a
jurisdiction where the PCAOB is not able to inspect and investigate completely auditors registered with the PCAOB. For more
details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB is
currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of
the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections” and
 “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs will be
prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or fully investigate completely
auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their
being delisted, may materially and adversely affect the value of your investment.””

Division of Corporation Finance

 Office of Trade & Services

Securities and Exchange Commission

December 14, 2022

Page 3

 2. We
                                            note your response to comment 4; however, your proposed revised disclosure does not address
                                            all references to your ability to "control" your VIEs. Revise to state that you
                                            are the primary beneficiary for consolidation purposes. See, for example, paragraphs two
                                            and four on page 3 where you refer to your control over the former VIEs and their subsidiaries.

In response to the Staff’s
comment, the Company will make necessary revisions in future Form 20-Fs with respect to the Company’s ability “control”
over the former VIEs to clarify it was the primary beneficiary of the former VIEs for accounting purposes. The following revisions will
be made on page 3 of the 2022 Form 20-F, subject to such updates and adjustments to be made in connection with any material developments
of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response.

Page 3 (Key Information)

“Our Holding
Company Structure and Historical Contractual Arrangements with the Former VIEs

Uxin Limited is not
a Chinese operating company but a Cayman Islands holding company with operations primarily conducted by its PRC subsidiaries and, historically,
through contractual arrangements with the former VIEs in China. PRC laws and regulations restrict and impose conditions on foreign investment
in value-added telecommunication services. In order to comply with PRC regulatory requirements, in the past we primarily operated these
businesses in China through Youxin Internet (Beijing) Information Technology Co., Ltd. or Youxin Hulian, and Youxin Yishouche (Beijing)
Information Technology Co., Ltd., or Yishouche, which we refer to as the former VIEs in this annual report. There were historical contractual
arrangements among our PRC subsidiaries, the former VIEs and their shareholders, which were effectively terminated on March 31, 2022.
As a result of the contractual arrangements, we were able to direct the activities of and derive economic benefits from the former
VIEs and were considered the primary beneficiary of the former VIEs for accounting purposes. and
Accordingly, we have consolidated the financial results of these companies the former
VIEs in our consolidated financial statements in accordance with U.S. GAAP. Neither Uxin Limited nor its investors has had
an equity ownership in, direct foreign investment in, or control, other than as defined under U.S. GAAP, through contractual arrangements
with, the former VIEs.

Division of Corporation Finance

 Office of Trade & Services

Securities and Exchange Commission

December 14, 2022

Page 4

The contractual arrangements
were not equivalent to an equity ownership in the business of the former VIEs and their subsidiaries in China. As used in this annual
report, “we,” “us,” “our company,” or “our” refers to Uxin Limited and its subsidiaries,
and, when describing our historical operations and consolidated financial information, also includes the former VIEs and their subsidiaries
in China.

Historically, we, through
Yougu and Youxinpai, were subject to a series of contractual arrangements with the former VIEs and the shareholders of the former VIEs
until March 31, 2022. These historical contractual arrangements had enabled us to: (i) exercise effective control over
direct the activities of the former VIEs and their subsidiaries; (ii) receive substantially all of the economic benefits of
the former VIEs; and (iii) have exclusive options to purchase all or part of the equity interests in the former VIEs when and to the
extent permitted by PRC law.

……

In order to
streamline our corporate structure and considering the changing regulatory environment, we have completed the Restructuring to
terminate the contractual arrangements with both of the former VIEs which have become wholly owned subsidiaries of our company.
Pursuant to the Restructuring, our wholly owned subsidiaries that have contractual arrangements with the former VIEs and their
respective shareholders have purchased all equity interests held by such shareholders in the former VIEs. Accordingly, all
contractual arrangements that enabled such shareholders to exercise effective control over direct the
activities of the former VIEs, receive substantially all of the economic benefits of the former VIEs and have exclusive
options to purchase all or part of the equity interests in the former VIEs, were effectively terminated.

……”

 3. We
                                            note your response to comment 5 and reissue in part. We note your response that for the year
                                            ended December 31, 2019, the three months ended March 31, 2020, and the fiscal years ended
                                            March 31, 2021 and 2022, there were immaterial cash flows between Uxin Limited and its subsidiaries;
                                            and between the Company’s subsidiaries and the former VIEs, with reference to Appendix
                                            A to demonstrate this statement. Revise to quantify all cash flows, dividends and distributions
                                            between the holding company, its subsidiaries, and the former VIEs, and direction of transfer
                                            for the relevant time period. The disclosure here should not be qualified by materiality.
                                            Your disclosure should make clear if no transfers, dividends, or distributions have been
                                            made to date. Provide a cross-reference to the consolidated financial statements, the risk
                                            factor summary, and the related risk factor.

Division of Corporation Finance

 Office of Trade & Services

Securities and Exchange Commission

December 14, 2022

Page 5

In addition, please briefly
describe the "satisfaction of applicable government registration and approval requirements" you reference in the second paragraph
of your revised disclosure, and revise your disclosure about restrictions on foreign exchange and your ability to transfer cash between
entities to include restrictions related to Hong Kong laws as well. Lastly, include comparable disclosure in Item 5 of Form 20-F.

In response to the Staff’s
comment, the Company respectfully proposes to further revise the relevant disclosure as follows (page references are made to the 2022
Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings per the blacklining shown below,
subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.
The bold text is added on top of the proposed disclosure in the Company’s prior response.

Furthermore, with respect
to the comment on the Company’s ability to transfer cash between entities to include restrictions related to Hong Kong laws, the
Company respectfully advises the Staff to refer to the Company’s response to comment #4 below.

Page 5 (Key Information)

“Impact of
Taxation on Dividends Cash and Asset Flows through Our Organization

We are incorporated in the
Cayman Islands and had historically conducted businesses in China through our PRC subsidiaries and the former VIEs. Uxin Limited is
a holding company with no operations of its own. We conduct our operations in China primarily through our PRC subsidiaries and, historically,
through contractual arrangements with the former VIEs in China. Under the current laws of the Cayman Islands, we are not subject
to tax on income or capital gains. In addition, upon payments of dividends to our shareholders, no Cayman Islands withholding tax will
be imposed.

Under PRC law, Uxin Limited
may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the former VIEs only through loans, subject
to the satisfaction of applicable government registration and approval requirements. Loans by Uxin Limited to our PRC subsidiaries
to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions
to our PRC subsidiaries are subject to approval by the Ministry of Commerce or its local counterparts. For more details, please refer
to “Item 4. Information on the Company—B. Business Overview—Regulation— PRC regulations on loans and direct investments
by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC
entities.” For the year ended December 31, 2019, the three months ended March 31, 2020, and the fiscal years ended March 31,
2021 and 2022, Uxin Limited did not make any capital contribution or loans to our PRC subsidiaries or the former VIEsno
capital contribution was received by our PRC subsidiaries and no capital or investment was received by the former VIEs.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulations on loans
and direct investments by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital
contributions to our PRC entities” for details.

Division of Corporation Finance

 Office of Trade & Services

Securities and Exchange Commission

December 14, 2022

Page 6

Our PRC
subsidiaries received RMB71.5 million, RMB6.1 million, RMB12.0 million and RMB50.2 million from the former VIEs for the year ended
December 31, 2019, the three months ended March 31, 2020, and the fiscal years ended March 31, 2021 and 2022, respectively, which
include cash advances made by the former VIEs to our PRC subsidiaries for the purchase of cars and/or services from third parties
for daily operations, and payments of service fees in the fiscal year 2019 for rendering management consulting services to the
former VIEs in the fiscal year 2018. The former V