SecProbe.io

CORRESP
 1
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 Partners
 Geoffrey
 Chan *
 Shu
 Du *
 Andrew
 L. Foster *
 Chi
 T. Steve Kwok *
 Haiping
 Li *
 Rory
 McAlpine ♦
 Jonathan
 B. Stone *
 Paloma
 P. Wang ♦
 Friven
 Yeoh ♦
 ♦
 (Also Admitted in England & Wales)
 *
 (Also Admitted in New York)

 Skadden,
 Arps, Slate, Meagher & Flom
 世達國際律師事務所

 42/F,
 EDINBURGH TOWER, THE LANDMARK
 15
 QUEEN'S ROAD CENTRAL, HONG KONG
 ________

 TEL:
 (852) 3740-4700
 FAX:
 (852) 3740-4727
 www.skadden.com

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 OFFICES
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 DHABI
 BEIJING
 BRUSSELS
 FRANKFURT
 LONDON
 MUNICH
 PARIS
 SÃO
 PAULO
 SEOUL
 SINGAPORE
 TOKYO
 TORONTO

 May 30, 2025

 VIA
EDGAR

 Ms.
Lilyanna Peyser

 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. 2 to Form F-3

 Filed
 on August 6, 2024 (File No. 333-268111)

 Dear
Ms. Peyser 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 September 5, 2024,
on the Company's Amendment No. 2 to Registration Statement on Form F-3 filed on August 6, 2024 (the " Amendment No. 2 ").
The Staff's comments are repeated below in bold and are followed by the Company's responses.

 Uxin Limited

 May
30, 2025

 Page 2

 Concurrently
with the submission of this letter, the Company is filing herewith the Pre-Effective Amendment No. 3 to the Registration Statement (the
" Amendment No. 3 "), 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. 3.

 Risk
Factors

 Risks
Related to Doing Business in China

 We
are required to complete the filing procedure with the CSRC..., page 17

 1.
 We
 note your amended disclosure in response to prior comment 5; however, the disclosure here should not be qualified by materiality.
 Please revise to disclose the rectification notice from the Ministry of Industry and Information Technology and your subsequent rectification
 of the issue.

 In
 response to the Staff's comment, the Company has revised the disclosure on page 19 of Amendment No. 3.

 2.
 We
 note that you have increased the number of Class A ordinary shares available for resale from 5,951,088,705 to 52,490,736,929 and
 that as of August 6, 2024, you had 56,343,198,438 Class A ordinary shares outstanding. Please revise to disclose the transactions
 in which the selling shareholders received such shares and the prices paid for such shares. Please also include risk factor disclosure
 that describes the risks associated with the significant number of shares issued and available for resale, including the dilutive
 impact that on existing shareholders, as well as the fact that both selling shareholder entities are controlled by directors. Further,
 given the nature of the offering and its significant size relative to the number of shares outstanding held by non-affiliates, it
 appears that this transaction may be an indirect primary offering by or on behalf of the company. Accordingly, please either revise
 your prospectus to disclose that the selling shareholders will offer the shares at a fixed price for the duration of the offering
 and identify the selling shareholders as underwriters, or provide us with a detailed analysis as to why the proposed offering by
 the selling shareholders is not an indirect primary offering on your behalf and thus should appropriately be characterized as a transaction
 eligible to be made pursuant to Rule 415(a)(1)(i) under the Securities Act. Please include in your analysis the factors discussed
 in Question 612.09 of our Compliance & Disclosure Interpretations for Securities Act Rules.

 The
 Company respectfully advises the Staff that, in Amendment No. 3, it has significantly reduced the number of Class A ordinary shares
 available for resale (the " Resale Shares ") from 52,490,736,929 to 16,544,377,841, representing approximately 26.7%
 of the total issued and outstanding shares of the Company as of the date of this letter.

 Uxin Limited

 May
30, 2025

 Page 3

 In
response to the Staff's comment, the Company has added a risk factor on page 22 of Amendment No. 3. The Company respectfully
advises the Staff that, according to the Schedule 13D/A filed by Abundant Grace Investment Limited and certain other files named therein
on April 2, 2025, the non-executive director of the Company Mr. Bin Li is no longer deemed to be controlling Nio Capital since an internal
management restructuring in March 2025. Therefore, Mr. Bin Li is no longer deemed to be the beneficial owner with respect to the Class
A ordinary shares of the Company held by Abundant Glory Investment L.P. and Fame Dragon Global Limited, for which Nio Capital is the
beneficial owner. Mr. Bin Li remains deemed to be the beneficial owner with respect to certain Class A ordinary shares held by Abundant
Grace Investment Limited. In Amendment No. 3, the Company clarified that the selling shareholder Abundant Grace Investment Limited is
an affiliate of a non-executive director of the Company.

 The
Company respectfully advises the Staff that the previous increase of the Resale Shares from 5,951,088,705 to 52,490,736,929 as set forth
in Amendment No.2 was due to (i) the automatic adjustment of the conversion price of the senior convertible preferred shares to Class
A ordinary shares from US$0.0457 per ordinary share to US$0.004858 per ordinary share according to the anti-dilution terms under the
amended and restated certificate of designation of senior convertible preferred shares of the Company, triggered by the issuance of senior
convertible preferred shares to Xin Gao Group Limited on March 26, 2024, and (ii) the conversion of all of the Company's then-outstanding
senior convertible preferred shares into Class A ordinary shares on March 27, 2024, including the senior convertible preferred shares
held by the two selling shareholders named in the Amendment No. 2. The Company respectfully advises the Staff that it had disclosed the
transactions in which such two selling shareholders received the shares and the prices paid for such shares on pages 32 and 33 of Amendment
No. 2.

 As
disclosed on page 34 of the Amendment No.3, on November 5, 2024, On November 4, 2024, the Company entered into a share subscription
agreement with Lightwind Global Limited. In April 2025, the Company completed the issuance of Class A ordinary shares to Lightwind with
a total consideration of US$7.3 million.

 Abundant
Grace Investment Limited, Abundant Glory Investment L.P. and Fame Dragon Global Limited (collectively referred as "Nio Capital"
in this letter), Astral Success Limited (an investment vehicle of Joy Capital), and Lightwind Global Limited are collectively referred
to as Selling Shareholders in this letter.

 Uxin Limited

 May
30, 2025

 Page 4

 The
Company further respectfully advises the Staff that the proposed resale of the Shares by the Selling Shareholders, as contemplated in
the Amendment No. 3, is appropriately characterized as a secondary offering that is eligible to be made pursuant to Rule 415(a)(1)(i)
of the Securities Act of 1933, as amended (the " Securities Act "), rather than an indirect primary offering in which
the Selling Shareholders are acting as conduits in a distribution to the public.

 In
making this determination, the Company analyzed, among other factors, the six enumerated factors contained in Question 612.09 of the
Securities Act Rules Compliance and Disclosure Interpretations (" C&DI "):

 Background

 Issuance
of Senior Convertible Preferred Shares and Warrants to Nio Capital and Joy Capital

 2021
Subscription Agreement with Nio Capital and Joy Capital

 In
June 2021, for purposes of the Company's working capital needs, the Company entered into a subscription agreement with the Nio
Capital and Joy Capital to raise an aggregate amount of up to US$315 million, consisting of US$150 million for the issuance of senior
convertible preferred shares of the Company and up to US$165 million for the issuance of warrants to purchase convertible preferred shares
of the Company.

 ●
 Issuance
 of senior convertible preferred shares.

 In
 July 2021, the Company issued 145,645,208 senior convertible preferred shares to each of Nio Capital and Joy Capital for an aggregate
 purchase amount of US$100 million.

 In
 November 2021, the Company issued 58,258,084 and 21,846,781 senior convertible preferred shares to Nio Capital and Joy Capital, respectively,
 for an aggregate purchase amount of US$27.5 million.

 In
 March 2022, the Company issued 29,129,042 senior convertible preferred shares to Joy Capital for a purchase amount of US$10 million.

 In
 June 2022, the Company issued 21,846,781 senior convertible preferred shares to Joy Capital for a purchase amount of US$7.5 million.

 Uxin Limited

 May
30, 2025

 Page 5

 ●
 Exercise
 of warrants.

 In
 August 2023, Joy Capital exercised its warrant to purchase 218,818,380 senior convertible preferred shares of the Company at an exercise
 price of US$0.0457 per share for a total consideration of US$10.0 million.

 2022
Subscription Agreement with Nio Capital

 In
June 2022, for purposes of the Company's working capital needs, the Company entered into a share subscription agreement with Nio
Capital for the subscription of 714,285,714 senior convertible preferred shares of the Company for an aggregate amount of US$100 million.
The Company issued 714,285,714 senior convertible preferred shares to Nio Capital in July 2022. As of the date of this letter, Nio Capital
has fulfilled its obligation in an aggregate amount of US$90.6 million of the outstanding purchase
price. The Company and NIO Capital have mutually agreed that Nio Capital shall fulfil its payment obligation for
the outstanding purchase price of US$9.4 million by June 30, 2025.

 Adjustment
of Conversion Price of the Senior Convertible Preferred Shares

 On
March 26, 2024, triggered by the Company's issuance of 1,440,922,190 senior convertible preferred shares to Xin Gao Group Limited
for a total consideration of US$7.0 million, the conversion price of the senior preferred shares held by Nio Capital and Joy Capital
was automatically adjusted from US$0.0457 per ordinary share to US$0.004858 per ordinary share pursuant to the anti-dilution terms under
the amended and restated certificate of designation of senior convertible preferred shares of the Company.

 Conversion
of All of the Senior Convertible Preferred Shares into Class A Ordinary Shares by Nio Capital and Joy Capital

 On
March 27, 2024, (i) all of the 918,189,006 senior convertible preferred shares held by Nio Capital were converted into 34,993,824,619
Class A ordinary shares of the Company, and (ii) all of the 437,286,192 senior convertible preferred shares held by Joy Capital were
converted into 17,496,912,310 Class A ordinary shares of the Company, in each case at the conversion price of US$0.004858 per ordinary
share.

 Uxin Limited

 May
30, 2025

 Page 6

 In-kind
Distributions, Share Transfers and Share Acquisition by Nio Capital

 From
November 2024 to March 2025, Nio Capital made certain in-kind distributions and share transfers, resulting in reduced beneficial ownership
of the Company's Class A ordinary shares held by Nio Capita.

 On
March 4, 2025, the Company entered into certain definitive agreements with Fame Dragon Global Limited, an investment vehicle of NIO Capital,
pursuant to which Fame Dragon agreed to purchase 5,738,268,233 Class A ordinary shares for a total consideration of US$27,876,506. As
of the date of this letter, the Company has received US$19.0 million and issued 3,087,690,408 Class A ordinary shares to Fame Dragon
Global Limited.

 Share
Issuance to Lightwind Global Limited

 On
November 4, 2024, the Company entered into a share subscription agreement with Lightwind Global Limited, an indirect wholly-owned subsidiary
of Dida Inc., pursuant to which Lightwind Global Limited agreed to subscribe for 1,543,845,204 Class A ordinary shares for an aggregate
subscription amount of US$7.5 million, based on a subscription price of US$0.004858 per share. In April 2025, the Company completed the
issuance of 1,543,845,204 Class A ordinary shares to Lightwind Global Limited with a total consideration of US$7.3 million, adjusted
downward from the originally agreed US$7.5 million to reflect the fluctuation in the exchange rate between U.S. dollars and Renminbi.

 As
a result of the foregoing, the Selling Shareholders collectively owns 45,516,212,979 Class A ordinary shares of the Company. Pursuant
to the Amendment No.3, the total number Resale Shares is 16,544,377,841, representing approximately 26.7% of the total issued and outstanding
shares of the Company as of the date of this letter.

 Factor
1: How Long the Selling Shareholders Have Held the Shares

 Each
of Abundant Grace Investment Limited, Abundant Glory Investment L.P., and Astral Success Limited has held the Resale Shares, which were
acquired in the form of senior convertible preferred shares and later converted into Class A ordinary shares, since various dates between
July 2021 and July 2022. In March 2025, Fame Dragon Global Limited acquired its Resale Shares, representing 1.7% of the total issued
and outstanding shares of the Company as of the date of this letter. In April 2025, Lightwind Global Limited acquired its Resale Shares,
representing 2.5% of the total issued and outstanding shares of the Company as of the date of this letter pursuant to the definitive
agreement entered into in November 2024.

 Uxin Limited

 May
30, 2025

 Page 7

 Therefore,
Astral Success Limited has been directly subject to the full investment risk associated with ownership of the Resale Shares held by them
for more than two years. Nio Capital has been directly subject to the full investment risk associated with ownership of substantial Resale
Shares held by them for more than two years. Although Lightwind Global Limited acquired the Resale Shares held by them in April 2025,
the acquisition was made pursuant to the definitive agreement entered into in November 2024.

 Accordingly,
the Selling Shareholders cannot be compared to underwriters as underwriters (by definition) do not take long-term risk on an issuer's
equity securities. The holding history of the Resale Shares demonstrates that the Selling Shareholders acquired the Resale Shares for
investment purposes, and does not demonstrate an intent of the Selling Shareholders to distribute the equity securities on behalf of
the Company or that the Selling Shareholders are acting as underwriters.

 Factor
2: Circumstances under which the Selling Shareholders Acquired the Shares

 The
circumstances under which each Selling Shareholder acquired the Resale Shares have been discussed in details under the heading "Background"
above.

 None
of the Selling Shareholders have entered into any underwriting relationship or arrangement with the Company, received any commission
or other payment from the Company in connection with the resale of any of their Class A ordinary shares, if any, and the Company will
not receive any proceeds from the resale of the Resale Shares, if any, by the Selling Shareholders. We believe these circumstances are
distinct from those involving an indirect primary offering by or on behalf of the Company.

 In
addition, the Company is not aware of any evidence that would indicate th