SecProbe.io

CORRESP
1
filename1.htm

Uxin Limited

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

Chaoyang District, Beijing 100029

People’s
Republic of China

January 9, 2023

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 December 27, 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 December 14, 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 response to comment 3. Please further revise your proposed disclosure on page 106
                                            in Item 5 to also discuss the transfers of cash between the former VIE and your PRC subsidiaries
                                            that you have included in your proposed disclosure on page 5. In this regard, it appears
                                            you have only included disclosure regarding transfers of cash between the holding company
                                            and the former VIE and your PRC subsidiaries. Lastly, please include a specific cross reference
                                            to the relevant disclosure in the summary risk factors in your proposed disclosure on page 5.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 9, 2023

Page 2

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.

Page 106 (Liquidity and Capital Resources)

“Cash flows and working capital

……

We
Uxin Limited may make additional capital contributions to our PRC subsidiaries, establish new PRC subsidiaries
and make capital contributions to these new PRC subsidiaries, make loans to our PRC subsidiaries, or acquire offshore entities with business
operations in China in offshore transactions. However, most of these uses are subject to PRC regulations and approvals. For example:

 ·  capital
                                            contributions to our PRC subsidiaries must be approved by the Ministry of Commerce or its
                                            local counterparts; and

 ·  loans
                                            by us to our PRC subsidiaries to finance their activities cannot exceed statutory limits
                                            and must be registered with SAFE or its local branches.

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 VIEs. 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 VIEs received RMB2.1 million, RMB61.4 million, RMB35.5 million and RMB66.8 million from our PRC subsidiaries 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 the repayment of aforementioned cash advances for daily operations and the payment of service fees in the
fiscal year 2019 for rendering technology support services to the subsidiaries in the fiscal year 2018. Furthermore, RMB149.5 million
was transferred from the former VIEs to our PRC subsidiaries in the three months ended March 31, 2020 as a return of capital to
our PRC subsidiaries after the receipt of the sales proceeds related to the sale of the salvage car related business. See “Item
4.A. History and Development of the Company—Divestitures of Our Loan Facilitation, Salvage Car and 2B Businesses.” We believe
the amount of the cash flows between the former VIEs and our PRC subsidiaries were immaterial to our company for each of 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
no other transfers of assets, dividends or distributions made between Uxin Limited, the former VIEs and our PRC subsidiaries and no transfer
of cash or other assets, dividends or distributions made to U.S. investors 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 no other transfers of assets, dividends
or distributions made between Uxin Limited, the former VIEs and our PRC subsidiaries and no transfer of cash or other assets, dividends
or distributions made to U.S. investors for the year ended December 31, 2019, the three months ended March 31, 2020, and the
fiscal years ended March 31, 2021 and 2022. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations
Relating to Foreign Exchange,” and “Item 4. Information on the Company—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.,”
and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.””

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 9, 2023

Page 3

Page 5 (Key Information)

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

…

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 payment of service fees in the fiscal year 2019 for rendering management consulting services to the former
VIEs in the fiscal year 2018. The former VIEs received RMB2.1 million, RMB61.4 million, RMB35.5 million and RMB66.8 million from our
PRC subsidiaries 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 the repayment of aforementioned cash advances for daily operations and the payment of service
fees in the fiscal year 2019 for rendering technology support services to the subsidiaries in the fiscal year 2018. Furthermore, RMB149.5
million was transferred from the former VIEs to our PRC subsidiaries in the three months ended March 31, 2020 for return of the
capital to our PRC subsidiaries after the receipt of the sales proceeds related to the sale of the salvage car related business. See
“Item 4.A. History and Development of the Company—Divestitures of Our Loan Facilitation, Salvage Car and 2B Businesses.”
We believe the amount of the cash flows between the former VIEs and our PRC subsidiaries were immaterial to our company for each of the
year ended December 31, 2019, the three months ended March 31, 2020, and the fiscal years ended March 31, 2021 and 2022.
For risks relating to our corporate structure, see “Item 3. Key Information—D. Risk Factors—Summary
of Risk Factors— Risks Related to Our Corporate Structure—If the PRC government determines that the historical contractual
arrangements with the former VIEs structure did not comply with PRC regulation, or if these regulations change or are interpreted differently
in the future, our shares and/or ADSs may decline in value or become worthless if we are deemed to be unable to assert our contractual
control rights over the assets of the former VIEs.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 9, 2023

Page 4

There were no other transfers of assets,
dividends or distributions made between Uxin Limited, the former VIEs and our PRC subsidiaries and no transfer of cash or other assets,
dividends or distributions made to U.S. investors for the year ended December 31, 2019, the three months ended March 31, 2020,
and the fiscal years ended March 31, 2021 and 2022. See “Item 8. Financial Information—A. Consolidated Statements and
Other Financial Information—Dividend Policy.”

Furthermore,
cash transfers from our PRC subsidiaries to entities outside of China mainland China are subject to PRC
government controls on currency conversion. As a result, cash in the PRC mainland China may not be available
to fund operations or for other use outside of the PRC mainland China due to interventions in or the imposition
of restrictions and limitations on our PRC subsidiaries’ ability to transfer cash. Shortages in the availability of foreign currency
may temporarily delay the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to
us, or otherwise satisfy their foreign currency denominated obligations. There is no assurance the PRC government will not intervene
in or impose restrictions on us, our subsidiaries and the former VIEs to transfer cash. In view of the foregoing, to the extent cash
in our business is held in China mainland China or by a PRC mainland China
entity, such cash may not be available to fund operations or for other use outside of mainland Chinathe PRC.
As of the date of this annual report, there are not equivalent or similar restrictions or limitations in Hong Kong on cash transfers
in, or out of, our Hong Kong entities. However, if certain restrictions or limitations were to become applicable to cash transfers in
and out of Hong Kong entities in the future, the funds in our Hong Kong entities may not be available to fund operations or for other
use outside of Hong Kong. For risks relating to the fund flows of our operations in China, see “Item 3.
Key Information—D. Risk Factors—Summary of Risk Factors— Risks Related to Doing Business in China—Cash transfers
from our PRC subsidiaries to entities outside of mainland China are subject to PRC government controls on currency conversion. As a result,
cash in mainland China may not be available to fund operations or for other use outside of mainland China due to interventions in or
the imposition of restrictions and limitations on our PRC subsidiaries’ ability to transfer cash. There is no assurance the PRC
government will not intervene in or impose restrictions on us, our subsidiaries, and the former VIEs to transfer cash. Although currently
there are not equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities,
if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong entities
in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong
Kong” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Governmental
control of currency conversion may affect the value of your investment” for details.””

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 9, 2023

Page 5

 2. We
                                            note your response to comment 4. Please revise to add in your revised disclosure on page 5
                                            a cross reference to your revised disclosure on page 12 in your Summary of Risk Factors
                                            section.

The Company respectfully advises the Staff
to refer to the Company’s response to comment #1 above, where the Company has added cross reference to the Summary of Risk Factors
section under “Cash and Asset Flows through Our Organization” on page 5.

 3. We
                                            note your response to comment 5 and reissue in part. Please revise to disclose whether any
                                            permissions or approvals have been denied with respect to the operation of your business.
                                            In this regard, we note your disclosure that you were not denied permission or approval from
                                            any other PRC government authority with respect to [y]our issuance or offering of securities
                                            to foreign investors. In addition, please clarify whether your revised list of requisite
                                            permissions and approvals, which includes registrations with local government authorities
                                            for used car dealers and vehicle maintenance, is exhaustive, and if not, please revise to
                                            disclose each permission or approval that you and your subsidiaries are required to obtain
                                            from Chinese authorities to operate your business and to offer your securities to foreign
                                            investors.

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.

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

January 9, 2023

Page 6

Page 4
(Key Information)

“Permissions Required from the PRC Authorities
for Our Operations

We conduct our business in China primarily through our
subsidiaries and historically, through former VIEs in China with which we had maintained contractual arrangements. Our operations in
China are governed by PRC laws and regulations. As advised by our PRC legal counsel, Beijing DOCVIT Law Firm, Our
our PRC subsidiaries have obtained all the requisite licenses and permits
permissio