CORRESP Filing
Uxin Ltd
Date: July 16, 2025 · CIK: 0001729173 · Accession: 0001641172-25-019886
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268111
Referenced dates: June 25, 2025
Letter
VIA EDGAR Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Re: Uxin Limited Response to the Staff's Comments on Registration Statement on Amendment No. 3 to Form F-3 Filed on May 30, 2025 (File No. 333-268111)
Dear Mr. Kim 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 June 25, 2025, on the Company's Amendment No. 3 to Registration Statement on Form F-3 filed on May 30, 2025 (the " Amendment No. 3 "). The Staff's comments are repeated below in bold and are followed by the Company's responses.
Concurrently with the submission of this letter, the Company is filing herewith the Pre-Effective Amendment No. 4 to the Registration Statement (the " Amendment No. 4 "), 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. 4.
Uxin Limited
July 16, 2025
Page
Cover Page
1. We note your revised disclosure here and on page 9 regarding the Holding Foreign Companies Accountable Act, including that "[o]n December 15, 2022, the PCAOB announced that it was able to conduct inspections and investigations completely of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022. Accordingly, the PCAOB vacated its previous 2021 Determinations. As a result, we were not at risk of having our securities subject to a trading prohibition under the HFCAA unless a new determination is made by the PCAOB." However, we note that your auditor, PricewaterhouseCoopers Zhong Tian LLP, received a six-month suspension by the PCAOB, which was lifted in March 2025. Please revise to acknowledge the suspension and explain its impact on you, your securities, and your business. Include risk factor disclosure, as applicable.
The Company respectfully advises the Staff that the Company's auditor PricewaterhouseCoopers Zhong Tian LLP (" PwC Zhong Tian ") did not receive any administrative penalties from the PCAOB. Instead, on September 13, 2024, the Ministry of Finance of the PRC and the CSRC jointly announced administrative penalties related to PwC Zhong Tian. Such penalties were imposed due to PwC Zhong Tian's work on another project, which was unrelated to the Company from any perspective. These penalties include, among others, a six-month suspension of certain of PwC Zhong Tian's business operations in the PRC, which has been lifted in March 2025. Such administrative penalties imposed on PwC Zhong Tian have not had any impact on the Company, the Company's securities, and the Company's business.
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 made pursuant to this prospectus . . ., page
2. We note your response to prior comment 1 and we reissue it. Your revised disclosure reflects that you "are in compliance with the existing PRC laws and regulations on cybersecurity, data security and personal data protection in all material respects." Please revise to remove the materiality qualifier.
In response to the Staff's comment, the Company has revised the disclosure on page 19 of Amendment No. 3.
* * *
Uxin Limited
July 16, 2025
Page
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. 4, 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
Show Raw Text
CORRESP
1
filename1.htm
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 *
Haiping
Li *
Rory
McAlpine ♦
Jonathan
B. Stone *
Paloma
P. Wang ♦
Friven
Yeoh ♦
♦(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
-----------
BOSTON
CHICAGO
HOUSTON
LOS
ANGELES
NEW
YORK
PALO
ALTO
WASHINGTON,
D.C.
WILMINGTON
-----------
ABU
DHABI
BEIJING
BRUSSELS
FRANKFURT
LONDON
MUNICH
PARIS
SÃO
PAULO
SEOUL
SINGAPORE
TOKYO
TORONTO
July 16, 2025
VIA
EDGAR
Mr.
Eddi Kim
Ms.
Cara Wirth
Office
of Trade & Services
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. 3 to Form F-3
Filed
on May 30, 2025 (File No. 333-268111)
Dear
Mr. Kim 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 June 25, 2025, on
the Company's Amendment No. 3 to Registration Statement on Form F-3 filed on May 30, 2025 (the " Amendment No. 3 ").
The Staff's comments are repeated below in bold and are followed by the Company's responses.
Concurrently
with the submission of this letter, the Company is filing herewith the Pre-Effective Amendment No. 4 to the Registration Statement (the
" Amendment No. 4 "), 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. 4.
Uxin
Limited
July
16, 2025
Page
2
Cover
Page
1. We
note your revised disclosure here and on page 9 regarding the Holding Foreign Companies Accountable
Act, including that "[o]n December 15, 2022, the PCAOB announced that it was able to
conduct inspections and investigations completely of PCAOB-registered public accounting firms
headquartered in mainland China and Hong Kong in 2022. Accordingly, the PCAOB vacated its
previous 2021 Determinations. As a result, we were not at risk of having our securities subject
to a trading prohibition under the HFCAA unless a new determination is made by the PCAOB."
However, we note that your auditor, PricewaterhouseCoopers Zhong Tian LLP, received a six-month
suspension by the PCAOB, which was lifted in March 2025. Please revise to acknowledge the
suspension and explain its impact on you, your securities, and your business. Include risk
factor disclosure, as applicable.
The
Company respectfully advises the Staff that the Company's auditor PricewaterhouseCoopers Zhong Tian LLP (" PwC Zhong Tian ")
did not receive any administrative penalties from the PCAOB. Instead, on September 13, 2024, the Ministry of Finance of the PRC and the
CSRC jointly announced administrative penalties related to PwC Zhong Tian. Such penalties were imposed due to PwC Zhong Tian's
work on another project, which was unrelated to the Company from any perspective. These penalties include, among others, a six-month
suspension of certain of PwC Zhong Tian's business operations in the PRC, which has been lifted in March 2025. Such administrative
penalties imposed on PwC Zhong Tian have not had any impact on the Company, the Company's securities, and the Company's business.
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 made pursuant to this prospectus . . ., page
17
2. We
note your response to prior comment 1 and we reissue it. Your revised disclosure reflects
that you "are in compliance with the existing PRC laws and regulations on cybersecurity,
data security and personal data protection in all material respects." Please revise
to remove the materiality qualifier.
In
response to the Staff's comment, the Company has revised the disclosure on page 19 of Amendment No. 3.
* * *
Uxin
Limited
July
16, 2025
Page
3
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. 4, 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
Jiajun
Song, Partner, PricewaterhouseCoopers Zhong Tian LLP