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Skadden,
Arps, Slate, Meagher & Flom

世達國際律師事務所

    Partners

                                                                                       Geoffrey
                                            Chan *

    Shu
    Du *

    Andrew
    L. Foster *

    Chi
    T. Steve Kwok *

    Edward
    H.P. Lam ♦*

    Haiping
    Li *

    Rory
    McAlpine ♦

    Jonathan
    B. Stone *

    Paloma
    P. Wang ♦

    ♦
    (Also Admitted in England & Wales)

    *
    (Also Admitted in New York)

    42/F,
                                            EDINBURGH TOWER, THE LANDMARK

    15
QUEEN’S ROAD CENTRAL, HONG KONG

    --------

    TEL:
    (852) 3740-4700

    FAX:
    (852) 3740-4727

    www.skadden.com

    AFFILIATE
OFFICES

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    TORONTO

August
6, 2024

VIA
EDGAR

Ms.
Jennie Beysolow

Ms.
Cara Wirth

Office
of Technology

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  Uxin Limited

  Response to the Staff’s Comments
  on

  Registration Statement on Amendment No.
  1 to Form F-3

  Filed on November 30, 2023 (File No.
  333-268111)

Dear
Ms. Beysolow and Ms. Wirth,

On
behalf of our client, Uxin Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 22, 2023,
on the Company’s Amendment No. 1 to Registration Statement on Form F-3 filed on November 30, 2023. The Staff’s comments are
repeated below in bold and are followed by the Company’s responses.

Uxin
Limited

August
6, 2024

Page
2

Concurrently
with the submission of this letter, the Company is filing herewith the Pre-Effective Amendment No. 2 to the Registration Statement (the
“Amendment No. 2”), which reflects the revisions discussed in this letter and other developments, via EDGAR with the
Commission.

Capitalized
terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 2.

Cover
Page

1. We
                                            note your revised disclosure in response to prior comment 5 and reissue in part. Please revise
                                            to include a description of the asset transfers through your organization, as you do on page
                                            11 under the heading “Cash and Asset Flows through Our Organization.” Quantify
                                            on the cover page and on page 11 the amounts of any transfers, dividends, or distributions
                                            made to date between the holding company, its subsidiaries, and the former VIEs, or to investors,
                                            and quantify the amounts where applicable, including for the fiscal year ended March 31,
                                            2023. In this regard, we note that you disclose on page 11 that capital contributions were
                                            made by Xin HK in the fiscal years ended March 31, 2022 and 2023. Additionally, please revise
                                            your disclosure regarding cash restrictions or limitations in mainland China and Hong Kong
                                            to state that 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 by the PRC government on the ability of you, your subsidiaries, or the former
                                            VIEs to transfer cash or assets. In this regard, we note that you only reference your PRC
                                            subsidiaries. Please also revise the description on the cover page to include a cross-reference
                                            to the consolidated financial statements in your Form 20-F.

In
response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and pages 9, 10, 14 and
20 of the Amendment No. 2.

2. We
                                            note your revised disclosure in response to prior comment 6. Please revise to summarize your
                                            cash management policies on your cover page as you do on page 12, and disclose the source
                                            of such policies (e.g., whether they are contractual in nature, pursuant to regulations,
                                            etc.).

In
response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and page 10 of the
Amendment No. 2.

Uxin
Limited

August
6, 2024

Page
3

Our
Company

Our
Holding Company Structure and Historical Contractual Arrangements with the Former VIEs, page 5

3. We
                                            note your revised disclosure in response to prior comment 8. Any references in your disclosure
                                            to control or benefits that accrued to you because of the former VIEs should be limited to
                                            a clear description of the conditions you satisfied for consolidation of the former VIEs
                                            under U.S. GAAP and your disclosure should clarify that you were the primary beneficiary
                                            of the former VIE for accounting purposes. In this regard, we note that on page 6 your disclosure
                                            continues to indicate that the now terminated contractual arrangement with the former VIEs
                                            enabled the company to “…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” and on page 18 the risk factor heading was amended to state that
                                            you have “... contractual control rights over the assets of the former VIEs.”
                                            Please revise.

In
response to the Staff’s comment, the Company has revised the disclosure on the prospectus cover page and pages 4, 5 and 16
of the Amendment No. 2.

Risk
Factors

Risks
Related to Doing Business in China

We
are required to complete the filing procedure with the CSRC in connection with an offering..., page 19

4. We
                                            note your disclosure that “[you] are required to submit a filing with the CSRC within
                                            three business days after the completion of an offering made pursuant to this prospectus
                                            and may be subject to the filing requirements for [y]our future offerings and listing of
                                            [y]our securities in an overseas market under the Overseas Listing Measures.” Please
                                            revise to expand your disclosure here and in the “Permissions Required from the PRC
                                            Authorities for Overseas Financing Activities” section to discuss the penalties of
                                            noncompliance, including any warnings, revisions to your filing, and fines.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 8 and 18 of the Amendment No. 2.

Uxin
Limited

August
6, 2024

Page
4

5. We
                                            note your statement that “except as otherwise disclosed in our 2023 Form 20-F, we have
                                            not been involved in any investigations on cyber security review made by the CAC... .”
                                            Please revise to disclose such instances here.

The
Company respectfully submits that it has not been involved in any investigations on cybersecurity review made by the CAC as of the date
hereof. The Company further submits that the phrase “except as otherwise disclosed in our 2023 Form 20-F” was included in
reference to the following disclosure “…nor have we received any inquiries, notices, warnings, or sanctions from any competent
PRC regulatory authorities related to cybersecurity, data security and personal data protection” as it had previously received
a rectification notice from the Ministry of Industry and Information Technology. On August 19, 2021, the Company received a rectification
notice from the Ministry of Industry and Information Technology with respect to unauthorized access to users’ address books and
locations on the Company’s app. The Company soon rectified its business operations on August 24, 2021 and the rectification notice
did not have a material impact on the Company’s business.

In
light of the foregoing, the Company has revised the disclosure on page 19 of Amendment No. 2 to the following “…we
have not received any inquiries, notices, warnings, or sanctions from any competent PRC regulatory authorities related to cybersecurity,
data security and personal data protection that had any material impact on our business.”

6. We
                                            note that you have removed disclosure that states that PRC laws can change quickly with little
                                            notice in advance and subject to any future actions within the discretion of PRC authorities.
                                            Please revise to include this statement.

In
response to the Staff’s comment, the Company has revised the disclosure on page 19 of the Amendment No. 2.

General

7. We
                                            note your amended disclosure in response to prior comments 10 and 13 and we reissue in part.
                                            In each instance throughout your prospectus where you discuss your reliance on PRC counsel,
                                            please revise to state, if true, that you have relied on the “opinion” of counsel,
                                            instead of the “advice” of counsel. If you have not relied on the opinion of
                                            counsel, please state why not.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 7, 8, 17, 19 and 45 of the Amendment No.
2.

Uxin
Limited

August
6, 2024

Page
5

8. In
                                            each instance where you have revised your disclosure to indicate that “[i]f the PRC
                                            government determines that the historical contractual arrangements with the former VIEs structure
                                            did not comply with PRC regulation ... ,” please revise to also acknowledge that the
                                            PRC government may make the same determination with respect to your holding company structure
                                            and your shares and/or ADSs may decline in value or become worthless, regardless of your
                                            ability to assert contractual rights over the assets of the former VIEs. Also, please revise
                                            to include any disclosure that you deleted that explains that such a determination could
                                            lead to a material change in your operations, the value of your ADSs, and could cause the
                                            value of your ADSs to significantly decline or become worthless. As one example, see the
                                            disclosure you removed at the bottom of page 6.

In
response to the Staff’s comment, the Company has revised the disclosure the prospectus cover page and pages 5, 6, 10, 13 and
16 of the Amendment No. 2. The Company further submits that the disclosure on the cover page and page 6 as referenced herein was
removed because the same statement was made in the preceding sentences within the same paragraph.

9. We
                                            note that you have removed statements regarding (i) the PRC government’s ability to
                                            intervene in your business operations at any time and (ii) the PRC government’s control
                                            over offerings conducted overseas by, and foreign investment in, China-based issuers. Please
                                            revise your disclosure to include such statements and to remove the added disclosure that
                                            states that the PRC government does not directly interfere with your operations in China.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 13 and 19 of the Amendment No. 2.

*
*          *

Uxin
Limited

August
6, 2024

Page
6

On
behalf of the Company, we advise the Staff that the Company is aware of and acknowledges that the Company is responsible for the adequacy
and accuracy of the disclosure in the filing.

If
you have any questions regarding the Amendment No. 2, please do not hesitate to contact the undersigned by phone at +852 3740-4858 or
via e-mail at shu.du@skadden.com.

    Very
    truly yours,

    /s/
    Shu Du

    Shu
    Du

Enclosures

cc: Feng
                                            Lin, Chief Financial Officer, Uxin Limited

  Jianbin
                                            Gao, Partner, PricewaterhouseCoopers Zhong Tian LLP