SecProbe.io

CORRESP
 1
 filename1.htm

 August
1, 2025

 VIA
EDGAR

 Mr.
Eddie Kim

 Ms.
Cara Wirth

 Office
of Trade & Services

 Division
of Corporation Finance

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re: Uxin
 Limited
 Amendment
 No. 5 to Registration Statement on Form F-3

 Filed
 on July 28, 2025 (File No. 333-268111)

 Dear
Mr. Kim and Ms. Wirth,

 Pursuant
to Rule 461 of Regulation C ("Rule 461") under the Securities Act of 1933, as amended, the Company hereby respectfully requests
that the effectiveness of the above-referenced Amendment No. 5 to Registration Statement on Form F-3 (the "F-3 Registration Statement")
be accelerated by the Securities and Exchange Commission to, and that the Form F-3 Registration Statement become effective at, 4:00 p.m.
Eastern time on August 5, 2025, or as soon as practicable thereafter.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Skadden, Arps,
Slate, Meagher & Flom LLP.

 [Signature
page follows]

 Very
 truly yours,

 Uxin
 Limited

 By:
 /s/
 Kun Dai

 Name:
 Kun
 Dai

 Title:
 Chairman
 and Chief Executive Officer

 cc: Feng
 Lin, Chief Financial Officer, Uxin Limited
 Shu
 Du, Partner, Skadden, Arps, Slate, Meagher & Flom LLP

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 28, 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. 4 to Form F-3

 Filed
 on July 16, 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 July 24, 2025, on
the Company's Amendment No. 4 to Registration Statement on Form F-3 filed on July 16, 2025. 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. 5 to the Registration Statement (the
" Amendment No. 5 "), 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. 5.

 Uxin
Limited

 July
28, 2025

 Page
2

 Cover
Page

 1. We note your response to prior comment 1. Please revise your disclosure
to state that the administrative penalties imposed on PwC Zhong Tian have not had any impact on you, your securities, and your business
and include risk factor disclosure, if applicable.

 In response to the Staff's
comment, the Company has revised the disclosure on the cover page and page 16 of the A mendment
No. 5.

 * * *

 Uxin
 Limited

 July
28, 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. 5, 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 24, 2025

Kun Dai
Chief Executive Officer
Uxin Limited
21/F, Donghuang Building
No. 16 Guangshun South Avenue
Chaoyang District, Beijing 100102
People s Republic of China

 Re: Uxin Limited
 Amendment No. 4 to Registration Statement on Form F-3
 Filed July 16, 2025
 File No. 333-268111
Dear Kun Dai:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our letter dated
June 25,
2025.

Amendment No. 4 to Registration Statement on Form F-3 filed July 16, 2025
Cover Page

1. We note your response to prior comment 1. Please revise your disclosure
to state that
 the administrative penalties imposed on PwC Zhong Tian have not had any
impact on
 you, your securities, and your business and include risk factor
disclosure,
 if applicable.
 July 24, 2025
Page 2

 Please contact Eddie Kim at 202-551-8713 or Cara Wirth at 202-551-7127
with any
other questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Shu Du, Esq
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

Kun Dai
Chief Executive Officer
Uxin Limited
21/F, Donghuang Building
No. 16 Guangshun South Avenue
Chaoyang District, Beijing 100102
People s Republic of China

 Re: Uxin Limited
 Amendment No. 3 to Registration Statement on Form F-3
 Filed May 30, 2025
 File No. 333-268111
Dear Kun Dai:

 We have reviewed your amended registration statement and have the
following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our September 5,
2024 letter.

Amendment No. 3 to Registration Statement on Form F-3 filed May 30, 2025
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
 June 25, 2025
Page 2

 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.
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.
 Please contact Eddie Kim at 202-551-8713 or Cara Wirth at 202-551-7127
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Shu Du, Esq
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 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

 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

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

Kun Dai
Chief Executive Officer
Uxin Ltd
21/F, Donghuang Building
No. 16 Guangshun South Avenue
Chaoyang District, Beijing 100102
People s Republic of China

 Re: Uxin Ltd
 Registration Statement on Form F-3
 Filed November 2, 2022
 File No. 333-268111
Dear Kun Dai:

 It has been more than nine months since you last amended this
registration statement
and it is now out of date. Within 30 days from the date of this letter, you
should either:

 amend it to comply with the applicable requirements of the Securities Act
of 1933, the
 rules and regulations under the Act, and the requirements of the form; or
 file a request for withdrawal.

 If you requested confidential treatment for portions of any exhibits to
your registration
statement and you request withdrawal of that registration statement, please
submit a
concurrent request for withdrawal of your application for confidential
treatment.

 If you do not amend the registration statement or file a request for
withdrawal (or
provide us with a satisfactory explanation of why you have not done either)
within 30 days,
we may enter an order declaring the registration statement abandoned under rule
479 of the
Act.
 May 15, 2025
Page 2

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services

cc: Cogency Global
 CERTIFIED MAIL
 RETURN RECEIPT REQUESTED
</TEXT>
</DOCUMENT>

September 5, 2024
Kun Dai
Chairman and Chief Executive Officer
Uxin Ltd
21/F, Donghuang Building
No. 16 Guangshun South Avenue
Chaoyang District, Beijing 100102
People’s Republic of China
Re:Uxin Ltd
Amendment No. 2 to Registration Statement on Form F-3
Filed August 6, 2024
File No. 333-268111
Dear Kun Dai:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our December 22, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-3 Filed August 6, 2024
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.

September 5, 2024
Page 2
General
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.
            Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at 202-551-3222 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Shu Du, Esq

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 *

    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

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    LOS
    ANGELES

    NEW
    YORK

    PALO
    ALTO

    WASHINGTON,
    D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO
    PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    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

United States securities and exchange commission logo
December 22, 2023
Kun Dai
Chairman and Chief Executive Officer
Uxin Ltd
1&3/F, No.12 Beitucheng East Road
Chaoyang District, Beijing 100029
People’s Republic of China
Re:Uxin Ltd
Amendment No. 1 to Registration Statement on Form F-3
Filed November 30, 2023
File No. 333-268111
Dear Kun Dai:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 30, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-3
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

 FirstName LastNameKun Dai
 Comapany NameUxin Ltd
 December 22, 2023 Page 2
 FirstName LastNameKun Dai
Uxin Ltd
December 22, 2023
Page 2
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.
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.).
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.
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 non-
compliance, including any warnings, revisions to your filing, and fines.
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.

 FirstName LastNameKun Dai
 Comapany NameUxin Ltd
 December 22, 2023 Page 3
 FirstName LastName
Kun Dai
Uxin Ltd
December 22, 2023
Page 3
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.
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.
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.
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.
            Please contact Jennie Beysolow at 202-551-8108 or Cara Wirth at 202-551-7127 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shu Du, Esq

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom

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)

 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

   AFFILIATE
                                            OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

                                                        November 30,
2023

    VIA EDGAR

    Ms. Jennie Beysolow

    Ms. Taylor Beech

    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 Form F-3

Filed on November 2, 2022 (File No. 333-268111)

Dear Ms. Beysolow
and Ms. Beech,

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 November 30, 2022, on the Company’s Registration Statement on
Form F-3 filed on November 2, 2022. 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. 1 to the Registration Statement (the “Amendment No. 1”),
which reflects the revisions discussed in this letter and other developments, via EDGAR with the Commission.

Uxin Limited

November 30,
2023

Page 2

Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Amendment No. 1.

Cover Page

 1. Disclose
                                            clearly the entity (including the domicile) in which investors are purchasing an interest.

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page of the Amendment No. 1.

 2. We
                                            note your disclosure regarding the legal and operational risks associated with being
                                            based in or having the majority of the company’s operations in China. Please revise
                                            to make clear on the cover page that these risks could result in a material change in
                                            your operations and/or the value of the securities you are registering for sale or could
                                            significantly limit or completely hinder your ability to offer or continue to offer securities
                                            to investors and cause the value of such securities to significantly decline or be worthless.
                                            Also revise to address how the recently issued statements and regulatory actions relating
                                            to areas such as approvals on offshore offerings, anti-monopoly regulatory actions, and oversight
                                            on cybersecurity and data privacy, have or may impact the company’s ability to conduct
                                            its business, accept foreign investments, or list on a U.S. or other foreign exchange.

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page of the Amendment No. 1.

 3. We note your disclosure regarding the August 26, 2022 Statement
                                            of Protocol. Please revise to state that the PCAOB will be required to reassess its determinations
                                            by the end of 2022, as you have done on pages 9 and 21.

The Company respectfully advises the Staff that on December 15,
2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the
list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page, pages 10 and 22 and 23 of the Amendment No. 1.

Uxin Limited

November 30,
2023

Page 3

 4. We note your disclosure in the tenth paragraph and throughout
                                            the document that your business operations are "primarily" conducted in China.
                                            We also note that you have subsidiaries in Hong Kong. Please clarify whether you have operations
                                            in or have directors/officers located in Hong Kong, and if so, revise your prospectus cover
                                            to disclose how regulatory actions related to data security or anti-monopoly concerns in
                                            Hong Kong have or may impact the company’s ability to conduct its business, accept
                                            foreign investment or list on a U.S./foreign exchange, as well as the related risks and consequences.

The
Company respectfully advises the Staff that it does not have any operation in Hong Kong. The Company further advises the Staff that,
to the best of its knowledge, one of the Company’s independent directors resides in Hong Kong and none of the Company’s officers
reside in Hong Kong. In light of this, the Company believes that laws and regulations in Hong Kong, including regulatory actions
related to data security or anti-monopoly concerns in Hong Kong, do not have a material impact on its ability to conduct business, accept
foreign investment, or continue to list on a United States stock exchange.

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page of the Amendment No. 1.

 5. On your prospectus cover, provide a description of how cash is
                                            transferred through your organization and disclose your intentions to distribute earnings
                                            or settle amounts owed under historical VIE agreements. State whether any transfers, dividends,
                                            or distributions have been made to date between the holding company, its subsidiaries, and
                                            the former VIEs, or to investors, and quantify the amounts where applicable. If no transfers
                                            have been made, so state. Provide cross-references to the consolidated financial statements.
                                            Discuss whether there are limitations on your ability to transfer cash between you, your
                                            subsidiaries, or investors. Provide a cross-reference to your discussion of this issue in
                                            your summary, summary risk factors, and risk factors sections, as well. In addition, please
                                            amend your disclosure here to state that, to the extent cash or assets in the business is
                                            in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may not be available
                                            to fund operations or for other use outside of the PRC/Hong Kong due to interventions in
                                            or the imposition of restrictions and limitations on the ability of you, your subsidiaries,
                                            or the former VIEs by the PRC government to transfer cash or assets.

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page and disclosure on pages 16 and 22 of the Amendment No. 1.

Uxin Limited

November 30,
2023

Page 4

 6. Include comparable disclosure to the disclosure on page 10
                                            regarding your cash management policies. Provide a cross-reference on the cover page to
                                            the discussion of this issue in the prospectus summary.

In response to the Staff’s comment, the Company has
revised the disclosure on the prospectus cover page of the Amendment No. 1.

Our Company

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

 7. Identify clearly the entity in which investors are purchasing
                                            their interest and the entity(ies) in which the company’s operations are conducted.

In response to the Staff’s comment, the Company has
revised the disclosure on page 5 of the Amendment No. 1.

 8. We note your reference on pages 6 and 16 to your ability
                                            to "control" the former VIEs. Any references 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 response to the Staff’s comment, the Company has
revised the disclosure on pages 6 and 18 of the Amendment No. 1.

 9. We note that you have subsidiaries in Hong Kong. Please clarify
                                            whether you have operations in or have directors/officers located in Hong Kong, and if so,
                                            revise to discuss the applicable laws and regulations in Hong Kong and discuss the related
                                            risks and consequences in your risk factors.

The
Company respectfully advises the Staff that it does not have any operation in Hong Kong. The Company further advises the Staff that,
to the best of its knowledge, one of the Company’s independent directors resides in Hong Kong and none of the Company’s officers
reside in Hong Kong. In light of this, the Company believes that laws and regulations in Hong Kong, including regulatory actions
related to data security or anti-monopoly concerns in Hong Kong, do not have a material impact on its ability to conduct business, accept
foreign investment, or continue to list on a United States stock exchange.

In response to the Staff’s comment, the Company has
revised the disclosure on page 8 of the Amendment No. 1.

Uxin Limited

November 30,
2023

Page 5

Permissions Required from the PRC Authorities for Our Operations,
page 8

 10. Please revise to state affirmatively whether any permissions
                                            or approvals have been denied, as your disclosure in the second paragraph that you "have
                                            not received or were denied such permissions by any PRC," appears to be limited to permissions
                                            by the CSRC and CAC. In addition, please tell us whether the EDI license is the only requisite
                                            license or permit you are required to obtain. If not, please 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 this regard,
                                            your disclosure appears to refer to multiple "licenses and permits." In addition,
                                            you state that you were advised by your PRC legal counsel about your conclusions regarding
                                            your determinations. Please clarify whether you relied on an opinion of counsel and if so,
                                            disclose the name of your PRC counsel and file a consent of counsel as an exhibit.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 8 and 9 of the Amendment No. 1. The Company further advises the Staff that a consent of counsel
from Beijing DOCVIT Law Firm, the Company’s counsel as to certain PRC legal matters, has been filed as an exhibit to the Amendment
No. 1.

Cash and Asset Flows Through Our Organization, page 10

 11. 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.
                                            In this regard, we note your response dated October 20, 2022 to our prior comment 5
                                            relating to your Form 20-F for the year ended March 31, 2022. 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. 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.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 11 and 12 of the Amendment No. 1.

Uxin Limited

November 30,
2023

Page 6

Risk Factors, page 16

 12. Please include risk factor disclosure discussing how legal claims,
                                            including federal securities law claims, against you and your officers and directors, may
                                            be difficult or impossible for investors to pursue in U.S. courts, that investors may be
                                            unable to enforce such judgments in China or Hong Kong, and that legal claims and remedies
                                            available in China or Hong Kong may be significantly different from those available in the
                                            United States and difficult to pursue.

In response to the Staff’s comment, the Company has
revised the disclosure on pages 23 and 24 of the Amendment No. 1.

Risks Related to Doing Business in China

The approval and/or other requirements of the CSRC, the CAC...,
page 17

 13. Please include disclosure, similar to the disclosure you have
                                            included in the Permissions Required from the PRC Authorities for Our Operations section,
                                            that clarifies whether you have relied upon an opinion of counsel in reaching your conclusions
                                            with respect to the applicability of the CAC regulations and the basis for your determination.

In response t

United States securities and exchange commission logo
October 16, 2023
Feng Lin
Chief Financial Officer
Uxin Limited
21/F, Donghuang Building
No. 16 Guangshun South Avenue
Chaoyang District, Beijing, 100102
People’s Republic of China
Re:Uxin Limited
Form 20-F for the Fiscal Year Ended March 31, 2023
File No. 001-38527
Dear Feng Lin:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Li He, Esq.

CORRESP
1
filename1.htm

  CORRESP

    September 13, 2023

    Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

    Re:

    Uxin Limited
Form 20-F for the Fiscal Year Ended March 31, 2023

Filed August 14, 2023
File No. 001-38527

    Attn:

    Division of Corporation Finance
Office of Trade & Services

  VIA EDGAR

  Dear Tyler Howes and Christopher Dunham:

  This letter sets forth the responses of Uxin Limited (the “Company”) to the comments (the “Comments”) the Company received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated August 31, 2023. For the Staff’s convenience, we have included herein the Comments in bold, and the Company’s responses are set forth immediately below the Comments.

  Form 20-F for the Fiscal Year Ended March 31, 2023

  Item 16I. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections, page 150

  1. We note your statement that you reviewed your register of members and the public filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

  Submission under paragraph (a) of Item 16I

  The Company respectfully advises the Staff that it did not rely on any legal opinions or third-party certifications, such as affidavits, as the basis for its submission under paragraph (a) of Item 16I on Exhibit 15.4 (“Exhibit 15.4”) to the annual report on Form 20-F for the fiscal year ended March 31, 2023 filed with the Commission on August 14, 2023 (the “2023 Annual Report”).

  As the Company has disclosed in its submission under paragraph (a) of Item 16I in Exhibit 15.4, based on an examination of the Company’s register of members and the public filings made by the Company’s shareholders, including beneficial ownership reports on Schedule 13D and Schedule 13G (the “Public Filings”), the Company believes that it had a reasonable basis to conclude that it is not controlled by a government entity in mainland China. As provided in Exhibit 15.4, as of the date of the 2023 Annual Report, (i) Xin Gao Group Limited, NIO Capital Entities, Astral Success Limited and GIC Private Limited collectively beneficially owned approximately 65.7% of the Company’s total outstanding shares on an as-converted basis and approximately 69.1% of aggregate voting power; and (ii) no other shareholder owned more than 5% of the Company’s outstanding shares and/or aggregate voting power on an as-converted basis.

  Additionally, based on publicly available information and the Company’s inquiries to its shareholders, to the best knowledge of the Company:

  (i)Xin Gao Group Limited is a British Virgin Islands company wholly owned by Mr. Kun Dai through a trust and of which Mr. Kun Dai is the sole director. Mr. Kun Dai, the Company’s chief executive officer and the chairman of the board of directors, is a natural person not affiliated with any foreign government entity.

  (ii)The NIO Capital Entities consist of Abundant Grace Investment Limited, a company limited by shares incorporated under the laws of the British Virgin Islands, and Abundant Glory Investment L.P., a limited

  1

  partnership organized under the laws of the British Virgin Islands. NBNW Investment Limited and Eve One Fund II L.P. comprise the owners of the majority of the voting interest of Abundant Grace Investment Limited. NBNW Investment Limited is a holding company indirectly and wholly owned by a family trust set up by Mr. Bin Li. NIO Capital II LLC is the general partner of Eve One Fund II L.P. and Abundant Glory Investment L.P., and Mr. Bin Li is one of the managers of NIO Capital II LLC. Mr. Bin Li, the Company’s director, is a natural person not affiliated with any foreign government entity.

  (iii)Astral Success Limited is an exempted limited partnership organized and existing under the laws of British Virgin Islands. Joy Capital Opportunity, L.P., Joy Capital II, L.P. and Joy Capital III, L.P. comprise the owners of the majority of the voting interest of Astral Success Limited. Joy Capital Opportunity GP, L.P., Joy Capital II GP, L.P. and Joy Capital III GP, L.P. are the respective general partners of Joy Capital Opportunity, L.P., Joy Capital II, L.P. and Joy Capital III, L.P. Joy Capital GP, Ltd. is the general partner of Joy Capital Opportunity GP, L.P., Joy Capital II GP, L.P. and Joy Capital III GP, L.P. Each of the above-mentioned entities is ultimately controlled by Mr. Erhai Liu. Mr. Erhai Liu, the Company’s director, is a natural person not affiliated with any foreign government entity.

  (iv)GIC Private Limited is wholly-owned by the Government of Singapore and was set up with the sole purpose of managing Singapore’s foreign reserves.

  Based on the above, the Company believes it is reasonable and sufficient to rely on its register of members, the Public Filings, other publicly available information, and inquiries with certain shareholders as to their government ownership or support to form the basis for the Company to draw the conclusion that it is not owned or controlled by a governmental entity in the foreign jurisdiction. In this regard, the Company notes that the Commission has stated in Final Rule, Release No. 34-93701, Holding Foreign Companies Accountable Act Disclosure, that although the terms are not defined in the statute, the meaning of the terms “owned or controlled,” “owned,” and “controlling financial interest” in the Holding Foreign Companies Accountable Act reference a person’s or governmental entity’s ability to “control” the registrant as that term is used in the Exchange Act and the Exchange Act rules.

  In addition, since each of the Company’s consolidated subsidiaries (other than one consolidated subsidiary in which the Company has a majority equity interest (the “Majority-Owned Subsidiary”) is wholly-owned, directly or indirectly, by the Company, the Company has relied upon the materials and information as described in the foregoing paragraphs, and did not rely upon additional documentation, to reach its conclusion that none of these subsidiaries is “owned or controlled” by any foreign government entities. With respect to the Majority-Owned Subsidiary, after due inquiry and based on an examination of public filing concerning the shareholders of the Majority-Owned Subsidiary, the Company has no reason to believe that such subsidiary is “owned or controlled” by any foreign government entities.

  Required disclosures under paragraph (b) of Item 16I

  The Company respectfully advises the Staff that it did not rely on any legal opinions or third-party certifications, such as affidavits, as the basis for its disclosures under paragraph (b)(2) and (b)(3) of Item 16I. With respect to the disclosures required under paragraph (b)(2) and (b)(3) of Item 16I, the Company has relied on the materials and information as set forth in submission under paragraph (a) of Item 16I discussed above, including register of members, the Public Filings and inquiry with certain shareholders as to their government ownership or support, to form the basis for the Company to draw the conclusion in its disclosure in response to paragraph (b)(2) and (b)(3) of Item 16I.

  2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

  The Company respectfully advises the Staff that in preparation of its required disclosures under paragraph (b)(4) of Item 16I of Form 20-F, the Company has reviewed publicly available information and its internal records and further conducted inquiries to the members of the board of directors of the Company and its consolidated operating entities to determine whether each of such individuals is an official of the Chinese Communist Party. In connection with such review and inquiries, the Company did take into consideration such individuals’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party, based on information provided by the applicable individuals to the Company. The Company did not rely upon third-party certifications such as affidavits as the basis for disclosure and did not believe such third party certifications were either available or necessary to its determination. After taking the foregoing steps, nothing has come to the Company’s attention suggesting that any such individual is an official of the Chinese Communist Party or has any memberships or affiliations that could reasonably result in such individual being considered an official of the Chinese Communist Party. Accordingly, the Company re-confirms

  2

  that to the best of its knowledge, as of the date of the 2023 Annual Report, none of the members of the board of directors of the Company or each of the Company’s consolidated operating entities was an official of the Chinese Communist Party.

  3. Please note that 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures. With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating entities. Alternatively, please provide this information in your supplemental response.

  The Company respectfully advises the Staff that its consolidated operating entities are organized or incorporated in the Cayman Islands, the British Virgin Islands, mainland China and Hong Kong.

  Based on the review conducted by the Company as described in its responses to the Staff’s Comments No.1, with respect to (b)(2), as of the date of the 2023 Annual Report, none of the shares of the Company or any of the Company’s consolidated operating entities was owned by any governmental entity in the jurisdiction in which the Company or such operating entities are incorporated or otherwise organized.

  4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

  The Company respectfully submits that as of the date of the 2023 Annual Report, the then effective memorandum and articles of association of the Company and the articles of incorporation (or equivalent organizing document) of each of the Company’s consolidated foreign operating entities did not contain any charter of the Chinese Communist Party, including the text of any such charter. Please note that this statement is being made without “best knowledge” qualification as indicated in the Staff’s comment.

  3

  If you have further questions or comments regarding, or require further information or clarification of, any of the responses provided in this letter, please contact the undersigned or Li He (Tel: +852-2533-3306) of Davis Polk & Wardwell LLP.

    Sincerely yours,

    Uxin Limited

    By:

    /s/ Kun Dai

    Name: Kun Dai

    Title: Chairman and Chief Executive Officer

    cc:

    Li He

    Davis Polk & Wardwell LLP

  4

United States securities and exchange commission logo
August 31, 2023
Feng Lin
Chief Financial Officer
Uxin Limited
21/F, Donghuang Building
No. 16 Guangshun South Avenue
Chaoyang District, Beijing, 100102
People’s Republic of China
Re:Uxin Limited
Form 20-F for the Fiscal Year Ended March 31, 2023
File No. 001-38527
Dear Feng Lin:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments.  In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2023
Item 16I. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections, page 150
1.We note your statement that you reviewed your register of members and the public filings
made by your shareholders in connection with your required submission under paragraph
(a).  Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission.  In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For

 FirstName LastNameFeng Lin
 Comapany NameUxin Limited
 August 31, 2023 Page 2
 FirstName LastName
Feng Lin
Uxin Limited
August 31, 2023
Page 2
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.Please note that 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures.  With respect to (b)(2), please supplementally clarify the jurisdictions in which
your consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities.  Alternatively, please
provide this information in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tyler Howes at 202-551-3370 or Christopher Dunham at 202-551-
3783 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Li He, Esq.

United States securities and exchange commission logo
March 28, 2023
Feng Lin
Chief Financial Officer
Uxin Ltd
1&3/F, No. 12 Beitucheng East Road
Chaoyang District, Beijing 100029
People’s Republic of China
Re:Uxin Limited
Form 20-F for the Year Ended March 31, 2022
Filed August 1, 2022
File No. 001-38527
Dear Feng Lin:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shu Du, Esq.

CORRESP
1
filename1.htm

Uxin Limited

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

Chaoyang District, Beijing 100029

People’s Republic of China

March 7, 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 February 21, 2023 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 Janaury 9, 2023. 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

Permissions Required from the PRC Authorities,
page 4

 1. We note your response to comment 3. Please clarify whether you disclose each permission or approval that you and your subsidiaries
are required to obtain from Chinese authorities to operate your business and to offer the securities being registered to foreign investors,
and if not, please disclose each required approval.

In
response to the Staff’s comment, the Company respectfully proposes to further revise the referenced disclosure its future Form 20-F
filings per the blacklining shown below (page reference is 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

March 7, 2023

Page
2

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 permissions and approvals from the PRC government authorities that are necessary
required for the business operations of our PRC subsidiaries, including namely,
(i) the Electronic Data Interchange license, or the EDI license, and registrations with local government
authorities for used car dealers and vehicle maintenance (ii) Registrations for Used Car Dealers, and (iii) Registrations
for Vehicle Maintenance and Repair., with the details of all these licenses and permissions
held by our PRC subsidiaries set forth below:

    License/Permission
    Holding Entity
    Issuing Authority

    Electronic Data

Interchange license (EDI license)
    Youxin (Shaanxi) Technology Information Co., Ltd.
     Ministry of Industry and Information Technology of the People’s Republic of China

    Registrations for Used Car

 Dealers
    Hefei Youquan Information Technology Co., Ltd.
    The Administrative Department of Commerce of Anhui Province of the People’s Republic of China

    Registrations for Used Car

Dealers
    Hefei Youxi Used Car Market Management Co., Ltd.
    The Administrative Department of Commerce of Anhui Province of the People’s Republic of China

    Registrations for Used Car

Dealers
    Youxin (Ningbo) Information Technology Co., Ltd.
    The Administrative Department of Commerce of Anhui Province of the People’s Republic of China

    Registrations for Used Car

 Dealers
    Youxin (Hefei) Automobile Intelligent Remanufacturing Co., Ltd.
    The Administrative Department of Commerce of Anhui Province of the People’s Republic of China

    Registrations for Vehicle

Maintenance and Repair
    Xian Youcheng Vehicle Maintenance Co., Ltd.
    Bureau of City Manage and Road Transport of Fengdongxincheng of the People’s Republic of China

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

March 7, 2023

Page
3

Except
for the permissions or approvals listed above that we have obtained, we We, our PRC subsidiaries
and the former VIEs, have not been required to apply for, nor have we been denied for, any other permission or approval from any
PRC government authority with respect to the operation of our business or our issuance of securities to foreign investors.
As of the date of this annual report, we have not received any requirement from Chinese governmental authorities to obtain
other permissions for our operation and issuance of securities to foreign investors. Given the uncertainties of interpretation and
implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to
obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future.

Furthermore,
in connection with our previous issuance of securities to foreign investors, under current the PRC
laws, regulations and regulatory rules currently in effect, as of the date of this annual report, (i) as advised by our
PRC legal counsel, we, our PRC subsidiaries and the former VIEs, (i) are not required to obtain permissions from
the China Securities Regulatory Commission, or the CSRC, and (ii) are not required to or go through cybersecurity
review by the Cyberspace Administration of China, or the CAC, or obtain other permission or approval from the PRC government authorities
and (iii) (ii) we, our PRC subsidiaries and the former VIEs, have not received or were denied such
permissions or approvals by any PRC authority the CSRC, or
the CAC or other PRC government authorities, and (iii) we, our PRC subsidiaries and the former VIEs, have not
been required to apply for, nor have we been denied for, any permission or approval from any other PRC government authority with respect
to our issuance or offering of securities to foreign investors. In addition, as advised by our PRC legal counsel,
pursuant to the Tentative Measures for Administration of the Overseas Issuance and Listing of Securities by Domestic Enterprises (the
 “Tentative Measures”), which was published on February 17, 2023 and will become effective on March 31, 2023, (i) in connection
with our previous issuance of securities to foreign investors, we, our PRC subsidiaries and the former VIEs are not required to obtain
any permissions or approvals from the CSRC, and (ii) if we issue additional equity or equity-linked securities to be listed overseas in
the future, we are not required to obtain any permissions or approvals from the PRC government authorities other than the requirement
of filing with the CSRC in connection with such issuance. Our PRC legal counsel has also advised that if we issue long-term debt securities
in the future, we are not required to obtain any permissions or approvals from the PRC government authorities, except that such issuance
is subject to the quota requirement of the National Development and Reform Commission, or the NDRC.”

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

March 7, 2023

Page
4

Risk Factors

You may experience difficulties in effecting service
of legal process, enforcing foreign

judgments or bringing actions..., page 28

 2. We note your response to comment 4. Please further revise to identify the directors and senior executive
officers whom you state reside within mainland China and Hong Kong for a significant portion of the time.

In
response to the Staff’s comment, the Company respectfully proposes to further revise the referenced disclosure its future Form 20-F
filings per the blacklining shown below (page reference is 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.

Page 38 (Risk Factors)

“You
may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against
us or our directors and management named in the annual report based on foreign laws.

We
are an exempted company incorporated under the laws of the Cayman Islands. We conduct substantially all of our operations in China
and substantially all of our assets are located in China. In addition, other than one independent director that resides in the
United States, all of our the remaining directors and senior executive officers,
namely, Kun Dai, Bin Li, Erhai Liu, Rong Lu, John Zhuang Yang, Feng Lin, Zhitian Zhang and Wenbing Jing, reside within mainland
China and Hong Kong for a significant portion of the time and most are PRC  are residents of mainland
China or Hong Kong. As a result, it may be difficult for you to effect service of process upon us or those persons inside
mainland China and Hong Kong. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts
based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors who reside
in mainland China and Hong Kong, none of whom currently reside in the United States and whose assets are
located outside the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the
PRC, mainland China or Hong Kong would recognize or enforce judgments of U.S. courts against us or such persons
predicated upon the civil liability provisions of the securities laws of the United States or any state.

……”

*           *           *

If you have any additional questions or comments
regarding the 2022 Form 20-F, please contact the undersigned at +86 (10) 5691-6765 or the Company’s U.S. counsel, Shu Du of Skadden,
Arps, Slate, Meagher & Flom LLP at +852-3740-4858 or shu.du@skadden.com.

    Very truly yours,

    /s/ Feng Lin

    Feng Lin

    Chief Financial Officer

    cc:
    Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Jianbin Gao, Partner, PricewaterhouseCoopers Zhong Tian LLP

United States securities and exchange commission logo
February 21, 2023
Feng Lin
Chief Financial Officer
Uxin Ltd
1&3/F, No. 12 Beitucheng East Road
Chaoyang District, Beijing 100029
People’s Republic of China
Re:Uxin Limited
Form 20-F for the Year Ended March 31, 2022
Correspondence Filed January 9, 2023
File No. 001-38527
Dear Feng Lin:
            We have reviewed your January 9, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 27, 2022 letter.
Correspondence Filed January 9, 2023
Item 3. Key Information
Permissions Required from the PRC Authorities, page 4
1.We note your response to comment 3. Please clarify whether you disclose each permission
or approval that you and your subsidiaries are required to obtain from Chinese authorities
to operate your business and to offer the securities being registered to foreign investors,
and if not, please disclose each required approval.

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 February 21, 2023 Page 2
 FirstName LastName
Feng  Lin
Uxin Ltd
February 21, 2023
Page 2
Risk Factors
You may experience difficulties in effecting service of legal process, enforcing foreign
judgments or bringing actions..., page 28
2.We note your response to comment 4. Please further revise to identify the directors
and senior executive officers whom you state reside within mainland China and Hong
Kong for a significant portion of the time.
            Please contact Jennie Beysolow at 202-551-8108 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shu Du, Esq.

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

United States securities and exchange commission logo
December 27, 2022
Feng Lin
Chief Financial Officer
Uxin Ltd
1&3/F, No. 12 Beitucheng East Road
Chaoyang District, Beijing 100029
People’s Republic of China
Re:Uxin Limited
Form 20-F for the Year Ended March 31, 2022
Correspondence Filed December 14, 2022
File No. 001-38527
Dear Feng Lin:
            We have reviewed your December 14, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
November 30, 2022 letter.
Form 20-F for the 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.

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 December 27, 2022 Page 2
 FirstName LastName
Feng  Lin
Uxin Ltd
December 27, 2022
Page 2
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.
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.
Risk Factors
You may experience difficulties in effecting service of legal process..., page 28
4.Please revise your risk factor to disclose how many of your directors are located in
Mainland China and Hong Kong.  In this regard, it appears your disclosure only
references your senior executive officers in Mainland China.  Please also address the risks
associated with the difficulty of effective service of process and collecting judgments in
Hong Kong.  In this regard, we note your disclosure only speaks to Mainland China, yet it
appears you have subsidiaries in Hong Kong, and you disclosed in response to comment 6
that one of the Company’s independent directors resides in Hong Kong.
            Please contact Jennie Beysolow at 202-551-8108 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shu Du, Esq.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
November 30, 2022
Feng Lin
Chief Financial Officer
Uxin Ltd
1&3/F, No. 12 Beitucheng East Road
Chaoyang District, Beijing 100029
People’s Republic of China
Re:Uxin Limited
Form 20-F for the Year Ended March 31, 2022
Correspondence dated October 20, 2022
File No. 001-38527
Dear Feng Lin:
            We have reviewed your October 20, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 22, 2022 letter.
Form 20-F for the 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.
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

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 November 30, 2022 Page 2
 FirstName LastName
Feng  Lin
Uxin Ltd
November 30, 2022
Page 2
subsidiaries.
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.  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.
4.We note your response to comment 6 and reissue in part.  Please further revise your
proposed disclosure to address cash in the business that is in Hong Kong or a Hong Kong
entity, as you have done with respect to cash in the PRC or a PRC entity.  Provide a cross-
reference in Item 3 to the comparable discussions in your risk factor summary and risk
factors.
5.We note your response to comment 9 and reissue in part. Your disclosure that you "have
not received or were denied such permissions by any PRC," appears to be limited to
permissions by the CSRC and CAC.  Please revise to state affirmatively whether any
permissions or approvals have been denied.  In addition, please tell us whether the EDI
license is the only requisite license or permit you are required to obtain.  If not, please
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 this regard, your disclosure appears to refer to multiple "licenses and
permits."  In addition, you state that you were advised by your PRC legal counsel about
your conclusions regarding your determinations. Please clarify whether you relied on an
opinion of counsel and if so, disclose the name of your PRC counsel.
6.We also note that you have subsidiaries in Hong Kong.  Please clarify whether you have
operations in or have directors/officers located in Hong Kong, and if so, revise to
discuss the applicable laws and regulations in Hong Kong, including how regulatory
actions related to data security or anti-monopoly concerns in Hong Kong have or may
impact the company’s ability to conduct its business, accept foreign investment or list on a
U.S./foreign exchange. Discuss the related risks and consequences here and in your risk
factors.

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 November 30, 2022 Page 3
 FirstName LastName
Feng  Lin
Uxin Ltd
November 30, 2022
Page 3
Risk Factors
The approval and/or other requirements of the CSRC, the CAC, or other PRC governmental
authorities..., page 34
7.We note your proposed revised disclosure in response to comment 13.  Please include
disclosure, similar to the disclosure you have proposed in response to comment 9, that
clarifies whether you have relied upon an opinion of counsel in reaching your conclusions
with respect to the applicability of the CAC regulations and the basis for your
determination.
            Please contact Jennie Beysolow at 202-551-8108 or Taylor Beech at 202-551-4515 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shu Du, Esq.

CORRESP
1
filename1.htm

Uxin Limited

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

Chaoyang District, Beijing 100029

People’s
Republic of China

October 20, 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 September 22, 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”). 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 that you are not a Chinese operating
                                            company but a Cayman Islands holding company with operations conducted by your PRC subsidiaries
                                            based in China. Disclose that this structure involves unique risks to investors. Your disclosure
                                            should acknowledge that Chinese regulatory authorities could disallow this structure, which
                                            would likely result in a material change in your operations and/or a material change in the
                                            value of your securities, including that it could cause the value of such securities to significantly
                                            decline or become worthless. Provide a cross-reference to your detailed discussion of risks
                                            facing the company as a result of this structure.

In response to the Staff’s comment, the Company
respectfully proposes to revise the relevant disclosure in Item 3 of its future Form 20-F filings as follows (with underlines and strike
lines showing the changes against the disclosure in 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 (if inserted to the 2022 Form 20-F, such disclosure would have been
on page 3):

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 20, 2022

Page 2

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

…

Our historical corporate
structure was has been subject to unique risks associated with our holding company structure,
including the historical contractual arrangements with the former VIEs. If the PRC government deems that our historical
contractual arrangements with the former VIEs did not comply with PRC regulatory restrictions on foreign investment in the relevant
industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the
future, we could be subject to severe penalties. The PRC regulatory authorities could disallow our holding company structure
which could lead to a material change in our operations and/or a material change in the value of our ADSs, and could cause the value
of our ADSs to significantly decline or become worthless. Our holding company, our PRC subsidiaries and the former VIEs, and
investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability
of the historical contractual arrangements with the former VIEs and, consequently, may affect the historical financial performance
of the former VIEs and our company as a whole. For a detailed description of the risks associated with our corporate structure,
please refer to risks disclosed under “Item 3. Key Information—D. 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.”

The Company also respectfully proposes to revise the
referenced disclosure in its future Form 20-F filings per the blacklining shown below (with additions in underline), subject to updates
and adjustments to be made in connection with any material development of the subject matter being disclosed (if inserted to the 2022
Form 20-F, such disclosure would have been on page 32):

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 20, 2022

Page 3

“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.

Uxin Limited is not a Chinese operating company but
a Cayman Islands holding company with operations primarily conducted by its subsidiaries and, historically, through contractual arrangements
with the former VIEs based in China. As a result, investors face unique risks associated with our holding company structure. The PRC
regulatory authorities could disallow our holding company structure which could lead to a material change in our operations and/or a
material change in the value of our ADSs, and could cause the value of our ADSs to significantly decline or become worthless.
PRC laws and regulations restrict and impose conditions on foreign investment in value-added telecommunications services businesses,
such as internet content provision services and online data processing and transaction processing businesses (operating e-commerce business).
In order to comply with PRC regulatory requirements, in the past we primarily operate these businesses in China through the former VIEs.

…”

 2. We note your disclosure that you face risks associated with "regulatory
                                            approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity
                                            and data privacy" and that PRC laws and regulations restrict and impose conditions on
                                            foreign investment in value-added telecommunication services. Please expand your disclosure
                                            to address how recent statements and regulatory actions by China’s government related
                                            to these laws and regulations have or may impact the company’s ability to conduct its
                                            business, accept foreign investments, or list on a U.S. or other foreign exchange. Include
                                            a cross-reference to each individual risk factor.

In response to the Staff’s comment, the Company respectfully
proposes to revise the relevant disclosure in Item 3 of its future Form 20-F filings per the blacklining shown below (with deletions
shown in strikethrough and additions in underline), subject to such updates and adjustments to be made in connection with any material
developments of the subject matter being disclosed (if inserted to the 2022 Form 20-F, such disclosure would have been on page 4):

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 20, 2022

Page 4

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

…

We face various legal and operational risks and
uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex
and evolving PRC laws and regulations. The PRC government has recently issued statements and regulatory actions relating to areas
such as For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory
actions, and oversight on cybersecurity and data privacy. For example, it is still uncertain when the final versions of the draft
Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft
Administrative Provisions, and the draft of Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic
Companies, or the Draft Filing Measures, both issued by the CSRC and relevant departments of the State Council on December 24, 2021,
will be issued and take effect, how they will be enacted, interpreted or implemented, and whether they will affect us. Assuming the Draft
Administration Regulations and the Draft Filing Measures become effective in their current forms, any of our offerings and listings in
an overseas market in the future may be subject to the filing requirements with the CSRC. Please refer to “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—The approval and/or other requirements of the CSRC, the CAC, or other
PRC governmental authorities may be required in connection with an offering under PRC rules, regulations or policies, and, if required,
we cannot predict whether or how soon we will be able to obtain such approval, and, even if we obtain such approval, the approval could
be rescinded. Any failure to obtain or delay in obtaining such approval for this offering, or a rescission of obtained approval, would
subject us to sanctions imposed by the CSRC or other PRC government authorities.” In addition, if future regulatory updates mandate
clearance of cybersecurity review or other specific actions to be completed by China-based companies listed on foreign stock exchanges,
such as us, we face uncertainties as to whether such clearance can be timely obtained, or at all. Please refer to risks disclosed under
 “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our business generates and
processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
The improper use or disclosure of data could have a material and adverse effect on our business and prospects.” Furthermore, the
PRC anti-monopoly and competition laws and regulations are evolving, and there remains uncertainties as to how the anti-monopoly laws,
regulations and guidelines will impact our business and results of operations. Please refer to “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Business and Industry—Our business generates and processes a large amount of data, and
we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity” and “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Business and Industry—Risks Related to Doing Business in China—PRC rules on mergers
and acquisitions may make it more difficult for us to pursue growth through acquisitions.” PRC laws and regulations impose certain
restrictions or prohibitions on foreign ownership of companies that engage in certain value-added telecommunication services, such as
internet content provision services and online data processing and transaction processing businesses (operating e-commerce business).
In order to comply with PRC regulatory requirements, in the past we primarily operated these businesses in China through the former VIEs.
We currently operate such businesses through our PRC subsidiaries, Yougu and Youhan, established in the Shanghai Pilot Free Trade Zone,
which are not subject to restrictions on foreign investors maximum shareholding percentage, according to the Notice of the Ministry of
Industry and Information Technology on Removing the Restrictions on Foreign-owned Shareholding Percentage in Online Data Processing and
Transaction Processing (operating commerce) Business in China (Shanghai) Pilot Free Trade Zone. Please refer to “Item 3. Key Information—D.
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.” This These statements and regulatory actions may impact
our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks
could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability
to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless.
For a detailed description of risks related to doing business in China, please refer to risks disclosed under “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China.””

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

October 20, 2022

Page 5

 3. Please expand your disclosure about the Holding Foreign Companies
                                            Accountable Act on page 5 to clearly state whether your auditor is subject to the determinations
                                            announced by the PCAOB on December 16, 2021 and whether and how the HFCAA and related regulations
                                            will affect your company. Disclose that trading in your securities may be prohibited under
                                            the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect
                                            or investigate completely your auditor, and that as a result an exchange may determine to
                                            delist your securities. Also disclose that the United States Senate has passed the Accelerating
                                            Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of
                                            “non-inspection years” from three years to two years, and thus, would reduce
                                            the time before your securities may be prohibited from trading or delisted. Please also revise
                                            here and in the risk factors to state that you have been included on the conclusive list
                                            of issuers identified under the HFCAA on our website, and acknowledge the ramifications of
                                            such identification, including volatility in the trading price of your ADS's.

In response to the Staff’s comment, the Company
respectfully proposes to revise the relevant disclosure in Item 3 of its future Form 20-F filings per the blacklining shown below (with
additions in underline), subject to such updates and adjustments to be made in connection with any material developments of the subject
matter being disclosed (if inserted to the 2022

CORRESP
1
filename1.htm

Uxin Limited

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

Chaoyang District, Beijing 100029

People’s
Republic of China

September 30, 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,

The Company has received
the letter dated September 22, 2022 from 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”). The Company respectfully submits to request an extension to the
deadline for responding to the letter due to additional time required to prepare a thorough response and in part due to the coming week-long
public holiday in China. The Company will provide its response to the letter via EDGAR as soon as possible, in any event no later than
October 20, 2022.

If you have any additional
questions or comments regarding the 2022 Form 20-F, please contact the undersigned at +86 (10) 5691-6765 or the Company’s
U.S. counsel, Shu Du of Skadden, Arps, Slate, Meagher & Flom LLP at +852-3740-4858 or shu.du@skadden.com.

  Very truly yours,

  /s/ Feng Lin

  Feng Lin

  Chief Financial Officer

cc: Shu
                                            Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

  Jianbin
                                        Gao, Partner, PricewaterhouseCoopers Zhong Tian LLP

United States securities and exchange commission logo
September 22, 2022
Feng Lin
Chief Financial Officer
Uxin Ltd
1&3/F, No. 12 Beitucheng East Road
Chaoyang District, Beijing 100029
Re:Uxin Limited
Form 20-F for the Year Ended March 31, 2022
Filed August 1, 2022
File No. 1-38527
Dear Mr. Lin:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Year Ended March 31, 2022
Item 3. Key Information, page 3
1.We note your disclosure that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your PRC subsidiaries based in
China. Disclose that this structure involves unique risks to investors. Your disclosure
should acknowledge that Chinese regulatory authorities could disallow this structure,
which would likely result in a material change in your operations and/or a material change
in the value of your securities, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross-reference to your detailed
discussion of risks facing the company as a result of this structure.
2.We note your disclosure that you face risks associated with "regulatory approvals on
offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and
data privacy" and that PRC laws and regulations restrict and impose conditions on foreign
investment in value-added telecommunication services. Please expand your disclosure

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 September 22, 2022 Page 2
 FirstName LastNameFeng  Lin
Uxin Ltd
September 22, 2022
Page 2
to address how recent statements and regulatory actions by China’s government related to
these laws and regulations have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange. Include a
cross-reference to each individual risk factor.
3.Please expand your disclosure about the Holding Foreign Companies Accountable Act on
page 5 to clearly state whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021 and whether and how the HFCAA and related
regulations will affect your company. Disclose that trading in your securities may be
prohibited under the Holding Foreign Companies Accountable Act if the PCAOB
determines that it cannot inspect or investigate completely your auditor, and that as a
result an exchange may determine to delist your securities. Also disclose that the United
States Senate has passed the Accelerating Holding Foreign Companies Accountable Act,
which, if enacted, would decrease the number of “non-inspection years” from three years
to two years, and thus, would reduce the time before your securities may be prohibited
from trading or delisted. Please also revise here and in the risk factors to state that you
have been included on the conclusive list of issuers identified under the HFCAA on our
website, and acknowledge the ramifications of such identification, including volatility in
the trading price of your ADS's.
4.We note your disclosure that “we,” “us,” “our company,” or “our” refers to Uxin Limited
and its subsidiaries, and, when describing your historical operations and consolidated
financial information, also includes the former VIEs and their subsidiaries in
China. Refrain from using terms such as “we” or “our” when describing activities or
functions performed by the former VIEs in their historical capacity.  In addition, please
refrain from implying that the historical contractual agreements were equivalent to equity
ownership in the former VIEs. Any references to control or benefits that accrued to you
because of the former VIEs should be limited to a clear description of the conditions you
have satisfied for consolidation of the former VIEs under U.S. GAAP.  Your disclosure
about historical operations should clarify that you were the primary beneficiary of the the
former VIEs for accounting purposes. Revise throughout the document, as applicable.
5.We note your disclosure on page 6 and your reference to the risk factors about restrictions
and limitations on your ability to distribute earnings as well as the ability to settle amounts
owed under historical VIE agreements. Please expand your disclosure to provide a clear
description of how cash is transferred through your organization. Disclose your intentions
to distribute earnings and the ability to settle amounts owed under historical VIE
agreements, if any. Quantify any cash flows and transfers of other assets by type that have
occurred between the holding company, its subsidiaries, and the former VIEs, and
direction of transfer. Quantify any dividends or distributions that a subsidiary or the
former VIEs made to the holding company and which entity made such transfer, and their
tax consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Provide a cross-reference to

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 September 22, 2022 Page 3
 FirstName LastNameFeng  Lin
Uxin Ltd
September 22, 2022
Page 3
a condensed consolidating schedule and the consolidated financial statements. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Provide a cross-reference to your description in your
summary risk factors and risk factors sections.
6.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds may not be available to fund operations or for other use
outside of the PRC/Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you or your subsidiaries by the PRC government to
transfer cash.  State that there is no assurance the PRC government will not intervene in or
impose restrictions on the ability of you, your subsidiaries, and the former VIEs to transfer
cash. Provide cross-references to these other discussions.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies and disclose the
source of such policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.); alternatively, state that you have no such cash management policies that
dictate how funds are transferred.
8.We note your disclosure on page 3 that historically, you were subject to a series of
contractual arrangements with the former VIEs and the shareholders of the former VIEs
until March 31, 2022, when you completed the restructuring to terminate the contractual
arrangements with both of the former VIEs becoming wholly owned subsidiaries. Provide
a diagram of the company’s corporate structure, identifying the person or entity that owns
the equity in each depicted entity, and identify clearly the entity in which investors hold
their interest and the entity(ies) in which the company’s operations are conducted. Discuss
the impact of the Restructuring on your business operations, to the extent material.
9.We note your disclosure on page 6 that you have not received any requirement from
Chinese governmental authorities to obtain "other permissions" for your
operation. 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. State affirmatively whether you have received all requisite
permissions or approvals and whether any permissions or approvals have been denied.
Please also describe the consequences to you and your investors if you, your subsidiaries,
or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future. Additionally, we note that you do not appear to
have relied upon an opinion of counsel with respect to your conclusions that you are not
required to obtain permissions from the China Securities Regulatory Commission, or to go
through cybersecurity review by the Cyberspace Administration of China to operate your
business and to offer securities to investors. If true, state as much and explain why such an
opinion was not obtained. In addition, explain how you came to that conclusion and the

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 September 22, 2022 Page 4
 FirstName LastName
Feng  Lin
Uxin Ltd
September 22, 2022
Page 4
basis on which you made that determination.
10.Please provide in tabular form a condensed consolidating schedule that disaggregates the
operations and depicts the financial position, cash flows, and results of operations as of
the same dates and for the same periods for which audited consolidated financial
statements are required. The schedule should present major line items, such as revenue
and cost of goods/services, and subtotals and disaggregated intercompany amounts, such
as separate line items for intercompany receivables and investment in subsidiary. The
schedule should also disaggregate the parent company, the former VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the former VIEs,
and an aggregation of other entities that are consolidated. The objective of this disclosure
is to allow an investor to evaluate the nature of assets held by, and the operations of,
entities apart from the former VIEs, as well as the nature and amounts associated with
intercompany transactions. Any intercompany amounts should be presented on a gross
basis and when necessary, additional disclosure about such amounts should be included in
order to make the information presented not misleading.
D. Risk Factors, page 11
11.We note that you unwound the VIE structure. To the extent that there are material risks
associated with this action, including any residual risk with respect to prior agreements
under the VIE structure, paying the consideration for termination of the VIE structure, or
otherwise, please revise to state as much.
Summary of Risk Factors, page 11
12.Please expand your summary of risk factors to disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China
poses to investors. In particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks in
the document. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China
based issuers, which could result in a material change in your operations and/or the value
of your securities. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Provide a cross-reference to each
relevant individual detailed risk factor.

 FirstName LastNameFeng  Lin
 Comapany NameUxin Ltd
 September 22, 2022 Page 5
 FirstName LastName
Feng  Lin
Uxin Ltd
September 22, 2022
Page 5
The approval and/or other requirements of the CSRC, the CAC, or other PRC governmental
authorities..., page 34
13.Please expand you disclosure to explain to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date. Provide the
basis upon which you made this determination.
The PRC government's oversight over our business operation..., page 36
14.We note your disclosure that "[t]he PRC government’s oversight over [y]our business
operation could result in a material adverse change in our operations and the value of our
ADSs."  Also, given recent statements by the Chinese government indicating an intent to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, revise to acknowledge the risk that any such action
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.
Our ADSs will be prohibited from trading in the United States under the Holding Foreign
Companies Accountable Act..., page 47
15.Please revise the last paragraph of this risk factor to identify the Accelerating HFCAA by
name.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jennie Beysolow at 202-551-8108 or Taylor Beech at 202-551-4515
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shu Du, Esq.

August 30, 2019
Kun Dai
Chief Executive Officer
Uxin Limited
2-5/F, Tower E, LSHM Center
No. 8 Guangshun South Avenue
Chaoyang District
Beijing, 100102
People's Republic of China
Re:Uxin Limited
Form 20-F for Fiscal Year Ended December 31, 2018
Filed April 29, 2019
File No. 001-38527
Dear Mr. Dai:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Julie Gao

CORRESP
1
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UXIN LIMITED

2-5/F, Tower E, LSHM Center,

No. 8 Guangshun South Avenue,

Chaoyang District, Beijing 100102

The People’s Republic of China

August 9, 2019

VIA EDGAR

Craig Wilson, Senior Assistant Chief Accountant

Rebekah Lindsey, Staff Accountant

Division of Corporation Finance

Office of Information Technologies and Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Uxin Limited (the “Company”)

Form 20-F for Fiscal Year Ended   December 31, 2018 (the “2018 20-F”)

Filed on April 29, 2019

File No. 001-38527

Ladies and Gentlemen:

This letter sets forth the Company’s response to the comments contained in the letter dated July 18, 2019 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the 2018 20-F.  The “Company” is used in this letter to refer to Uxin Limited, its subsidiaries, and its consolidated affiliated PRC entities. The comments are repeated below and followed by the response thereto.

Form 20-F for the Fiscal Year Ended December 31, 2018

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Selected Statements of Operations Items

Revenues, page 86

1.                                      We note your disclosure on page F-27 that you do not charge transaction facilitation services fees to car dealers for certain transactions without financing solutions attached. However, on page F-23 of your Form F-1 filed June 22, 2018, you disclosed you did charge a fee for these transactions. Please tell us and address in future filings the following:

1

·                  Revise to disclose the reason for the change in fees, including whether the change is permanent or temporary.

The Company respectfully advises the Staff that, starting in the second half of 2018, the Company gradually discontinued charging transaction facilitation service fees to car dealers for intra-regional transactions without financing solutions to facilitate the Company’s market expansion through increased listings of used cars.

For each used car sold through our intra-regional 2C business with financing solution and each used car sold through our cross-regional 2C business with or without financing solutions, we charge a transaction facilitation service fee to the consumer. We used to charge a transaction facilitation service fee to the car dealers for each used car sold through our intra-regional 2C business without financing solutions. Starting in the second half of 2018, to further facilitate our market expansion, we gradually discontinued charging car dealers transaction facilitation service fees in intra-regional transactions without financing solutions. By the beginning of 2019, the Company discontinued charging transaction facilitation service fees to car dealers for all intra-regional transactions without financing solutions. Thus, transaction facilitation service fees have not been charged to car dealers at all since then. The Company expects not to charge car dealers any transaction facilitation services fees in the foreseeable future but will continue to assess its business development and market conditions, as appropriate, to make future determinations. Please refer to the Company’s response to the comment in the next bullet point below for its proposed revision to the relevant disclosures in future Form 20-F filings.

·                  Clearly disclose throughout that you do not charge a transaction facilitation fee in arrangements where the buyer does not utilize your loan facilitation services.

In response to the Staff’s comment, the Company proposes to revise the disclosure on page 87 as the following in its future Form 20-F filings (added text is underlined):

For each used car sold through our intra-regional 2C business with financing solutions and each used car sold through our cross-regional 2C business with or without financing solutions, we charge a transaction facilitation service fee to the consumer that equals the higher of a certain percentage of the price of the car and a minimum fee. We used to charge  transaction facilitation service fees to car dealers for each used car sold through our intra-regional 2C business without financing solutions. Starting in the second half of 2018, to further facilitate our market expansion, we gradually discontinued charging car dealers transaction facilitation service fees in intra-regional transactions without financing solutions. The transaction facilitation service fee is for services provided through our platform in connecting consumers with used car sellers, facilitating car sales to consumers and providing after-sale warranty. We recognize transaction facilitation revenue when the service is rendered, except that the revenue relating to warranty services is deferred and recognized over the warranty period, which is typically one year. In 2019, the Company discontinued charging transaction facilitation service fees for intra-regional transactions without financing solutions. Thus, service fees have not been charged to the car dealers at all since then.

2

·                  Revise disclosure on page 91 to discuss the impact this change has had on your revenues during the reported periods.

In response to the Staff’s comment, the Company proposes to revise the disclosure on page 91 as the following in its future Form 20-F filings (added text is underlined):

Transaction facilitation revenue.  The transaction facilitation revenue increased significantly by 180.3% from RMB230.3 million in 2017 to RMB645.3 million (US$94.0 million) in 2018, primarily due to the increases in the transaction volume and GMV of used cars sold through our 2C business as we expanded our nationwide footprint, especially in lower-tier cities, and as our loan facilitation services enabled more consumers to buy used cars. The number of used cars sold through our 2C business increased by 74.3% from 283,829 units in 2017 to 494,826 units in 2018, while the corresponding GMV increased by 53.0% from RMB26.0 billion to RMB39.8 billion (US$5.8 billion) during the same period. Our transaction facilitation revenue increase was also attributable to our greater efforts in facilitating cross-regional transactions and higher pricing power as a result of our enhanced service and user experience, as evidenced by the increase in transaction facilitation take rate, defined as the transaction facilitation revenue divided by the GMV of our 2C business, from 0.9% in 2017 to 1.6% in 2018. Starting in the second half of 2018, we gradually discontinued charging transaction facilitation service fees to car dealers for intra-regional transactions without financing solutions. The impact of not charging transaction facilitation fees for intra-regional 2C transactions without financing solutions resulted in a decrease of transaction facilitation revenue of RMB84.5 million (US$12.3 million) in 2018.

Refer to Item 5.A of Form 20-F.

Gains/(losses) from guarantee liability, page 88

2.                                      Please tell us how you considered disclosure of the notional balance or percentage of your notional balance of your guarantee obligation by current loan to value categories, as trends in this metric would appear to also impact the overall losses incurred as a result of your  guarantee obligation. Refer to Item 5.E.1.d of Form 20-F. Please advise and revise future filings as applicable.

In response to the Staff’s comment, the Company proposes to include disclosure of the notional balance of its guarantee obligation by loan-to-value categories in the form of the following table in the Gains/(losses) from guarantee liability section of Item 5 of  its future Form 20-F filings:

3

Loan-to-value ratio

90%

80%

70%

50%

Outstanding loan   balance (In RMB thousands):

December 31,   2018

5,406,448

3,128,988

17,974,753

1,105,460

Contractual Obligations, page 108

3.                                      Please tell us why you do not include amounts due pursuant to your convertible debt in your contractual obligations table or explain why it is not included in a note to the table. Refer to Item 5.f of Part I to Form 20-F.

In response to the Staff’s comment, the Company acknowledges that the convertible debt was not included in the contractual obligation table, and the Company proposes to revise the referenced disclosure by including any outstanding convertible debt in the contractual obligations table, if applicable, in its future Form 20-F filings.

Consolidated Financial Statements

Note 2.19. Revenue recognition, page F-26

4.                                      You disclose that you do not charge transaction facilitation services fees to car dealers for certain transactions without financing solutions attached. Please address the following:

·                  Disclosure on page 87 indicates that you charge a fee for each car sold through your 2C business. Please reconcile this apparent inconsistency.

As stated in the Company’s response to the Staff’s comment #1 above, the Company respectfully advises the Staff that for used cars sold through the Company’s intra-regional 2C business without financing solutions, the Company started to discontinue charging transaction facilitation services fees to the car dealers in the second half of 2018. The Company proposes to revise the referenced disclosure as follows in its future Form 20-F filings (added text is underlined):

For each used car sold through our intra-regional 2C business with financing solutions and each used car sold through our cross-regional 2C business with or without financing solutions, we charge a transaction facilitation service fee to the consumer that equals the higher of a certain percentage of the price of the car and a minimum fee. We used to charge a transaction facilitation service fee to the car dealers for each used car sold through our intra-regional 2C business without financing solutions . Starting in the second half of 2018, to further facilitate our market expansion, we gradually discontinued charging car dealers transaction facilitation service fees in intra-regional transactions without financing solutions. The transaction facilitation service fee is for services provided through our platform in connecting consumers with used car sellers, facilitating car sales to consumers and providing after-sale warranty. We recognize transaction facilitation revenue when the service is rendered, except that the revenue relating to warranty services is deferred and recognized over the warranty period, which is typically one year. In 2019, the Company discontinued charging transaction facilitation service fees for intra-regional transactions without financing solutions. Thus, service fees have not been charged to the car dealers at all since then.

4

·                  Clarify your disclosure to clearly state whether you provide transaction facilitation services and warranties for transactions completed through your platform that are not charged a fee. Clarify how you account for such services provided in these transactions.

The Company respectfully advises the Staff that the Company has been providing and will continue to provide transaction facilitation services and warranties for intra-regional transactions without financing solutions. When no fees are charged to either the consumer or car dealer for a transaction for the business development and market expansion reasons described in the Company’s response to the Staff’s comment #1 above, no revenue has been recorded for these transactions. The costs of such services continue to be recognized as incurred.

Tell us how you consider these transactions when allocating revenue to your performance obligations in arrangements where you do charge a fee. Refer to ASC 606-10-32-28.

The Company respectfully advises the Staff of the following charges to the fees that it charges to its various counterparties for the different categories of transactions:

Previously

Currently

Cross-regional with financing

End consumer

End consumer

Cross-regional without financing

End consumer

End consumer

Intra-regional with financing

End consumer

End consumer

Intra-regional without financing

Car dealer

No charge

As noted above, starting from the second half of 2018, the Company no longer charges any fees to the car dealers. Although the Company continues to provide services for intra-regional transactions without financing solutions, the Company does not believe revenue should be allocated to those transactions from the fee paying transactions as each are independent transactions with different and unrelated end consumer customers. In other words, the Company does not believe contracts with different and unrelated end consumer customers should be combined, consistent with ASC 606-10-25-9. Further, each transaction listing represents an optional purchase by the car dealer which does not result in the car dealer obtaining any material rights.

For cross-regional transactions without financing solutions, the Company charges a transaction facilitation fee to consumers, and this fee is allocated between the Company’s two performance obligations, the transaction facilitation service and the warranty service based on the relative standalone selling price of each service. Revenue is recognized for the transaction facilitation service when the transaction is completed. Revenue relating to the warranty service is deferred and recognized over the warranty period as the Company stands ready to perform during that period.

For both the intra-regional and the cross-regional transactions with financing solutions offered by third-party financing partners, the Company charges a fee to consumers. This fee is allocated among the Company’s three performance obligations in these transactions — transaction facilitation service, loan facilitation service and warranty service — based on the relative standalone selling price of each service, and recognized as each service is performed. Same as aforementioned, revenue relating to the warranty service is deferred and recognized over the warranty period as the Company stands ready to perform during that period.

5

Note 6. Loan Recognized as a Result of Payment Under the Guarantee, page F-39

5.                                      Please revise future filings to reflect any additional required provision for existing loans, any adjustments due to settlements from the Borrowers or other recoveries and any adjustments due to the guarantees being bought out separately in the disclosure of the activity in the allowance for loan losses. Refer to ASC 310-10-50-11A(b).

In response to the Staff’s comment, the Company proposes to revise the table of movement of provision for loans recognized as a result of payments under the guarantee as follows in its future Form 20-F filings:

Year ended
   December 31,
   2016

Year ended
   December 31,
   2017

Year ended
   December 31,
   2018

Beginning

—

(7,222

)

(189,305

)

Addition

(6,893

)

(184,586

)

(257,953

)

Adjustment   for existing loans

(3,012

)

(36,474

)

(37,961

)

Write-off

382

15,606

37,757

Bought   out by certain non-bank financing institutions without recourse

—

—

85,560

Payments   from the Borrowers or other recoveries

2,301

23,281

105,262

Ending

(7,222

)

(189,395

)

(256,639

)

6.                                      Please revise future filings to present the balance of loans recognized as a result of payment under the guarantee by monitored credit quality indicator. Refer to ASC 310-10-50-29.

In response to the Staff’s comment, the Company proposes to include the balance of loans recognized as a result of payment under the guarantee in the form of the following in its future Form 20-F filings:

6

December 31, 2017

December 31, 2018

Normal   - pay back from borrowers on schedule

127,536

286,644

Attention   — only pay back fro

CORRESP
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UXIN LIMITED

2-5/F, Tower E, LSHM Center,

No. 8 Guangshun South Avenue,

Chaoyang District, Beijing 100102

The People’s Republic of China

August 1, 2019

VIA EDGAR AND FACSIMILE

Craig Wilson, Senior Assistant Chief Accountant

Rebekah Lindsey, Staff Accountant

Division of Corporation Finance

Office of Information Technologies and Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                          Uxin Limited (the “Company”)
  Form 20-F for Fiscal Year Ended December 31, 2018 (the “2018 20-F”)
  Filed on April 29, 2019
  File No. 001-38527

Dear Mr. Wilson and Ms. Lindsey:

The Company has received the letter dated July 18, 2019 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the 2018 20-F.  The Company respectfully submits to the Staff that it would take the Company more than 10 business days to gather sufficient information and prepare thorough response to address the Staff’s comments.  Therefore, the Company would like to request an extension to the deadline for responding to the Staff’s comments. The Company will file its response via EDGAR as soon as possible, and in any event no later than August 9, 2019.

If you have any additional questions or comments regarding the 2018 20-F, please contact the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps, Slate, Meagher & Flom, at (+852) 3740-4863.  Thank you very much.

Very truly yours,

/S/ ZHEN ZENG

Zhen Zeng

Chief Financial Officer

cc:

Kun Dai, Chairman and Chief Executive Officer, Uxin Limited

Z. Julie Gao, Esq., Partner, Skadden, Arps, Slate,   Meagher & Flom LLP

Derek Shao, Partner, PricewaterhouseCoopers Zhong Tian LLP

July 18, 2019
Kun Dai
Chief Executive Officer
Uxin Limited
2-5/F, Tower E, LSHM Center
No. 8 Guangshun South Avenue
Chaoyang District
Beijing, 100102
People's Republic of China
Re:Uxin Limited
Form 20-F for Fiscal Year Ended December 31, 2018
Filed April 29, 2019
File No. 001-38527
Dear Mr. Dai:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2018
Management's Discussion and Analysis of Financial Condition and Results of Operations
Selected Statements of Operations Items
Revenues, page 86
1.We note your disclosure on page F-27 that you do not charge transaction facilitation
services fees to car dealers for certain transactions without financing solutions attached.
However, on page F-23 of your Form F-1 filed June 22, 2018, you disclosed you did
charge a fee for these transactions.  Please tell us and address in future filings the
following:
•Revise to disclose the reason for the change in fees, including whether the change is
permanent or temporary.

 FirstName LastNameKun Dai
 Comapany NameUxin Limited
 July 18, 2019 Page 2
 FirstName LastNameKun Dai
Uxin Limited
July 18, 2019
Page 2
•Clearly disclose throughout that you do not charge a transaction facilitation fee in
arrangements where the buyer does not utilize your loan facilitation services.
•Revise disclosure on page 91 to discuss the impact this change has had on your
revenues during the reported periods.
Refer to Item 5.A of Form 20-F.
Gains/(losses) from guarantee liability, page 88
2.Please tell us how you considered disclosure of the notional balance or percentage of your
notional balance of your guarantee obligation by current loan to value categories, as trends
in this metric would appear to also impact the overall losses incurred as a result of your
guarantee obligation. Refer to Item 5.E.1.d of Form 20-F. Please advise and revise future
filings as applicable.
Contractual Obligations, page 108
3.Please tell us why you do not include amounts due pursuant to your convertible debt in
your contractual obligations table or explain why it is not included in a note to the table.
Refer to Item 5.f of Part I to Form 20-F.
Consolidated Financial Statements
Note 2.19. Revenue recognition, page F-26
4.You disclose that you do not charge transaction facilitation services fees to car dealers for
certain transactions without financing solutions attached.  Please address the following:
•Disclosure on page 87 indicates that you charge a fee for each car sold through your
2C business.  Please reconcile this apparent inconsistency.
•Clarify your disclosure to clearly state whether you provide transaction facilitation
services and warranties for transactions completed through your platform that are not
charged a fee.  Clarify how you account for such services provided in these
transactions.
•Tell us how you consider these transactions when allocating revenue to your
performance obligations in arrangements where you do charge a fee.
Refer to ASC 606-10-32-28.
Note 6. Loan Recognized as a Result of Payment Under the Guarantee, page F-39
5.Please revise future filings to reflect any additional required provision for existing loans,
any adjustments due to settlements from the Borrowers or other recoveries and any
adjustments due to the guarantees being bought out separately in the disclosure of the
activity in the allowance for loan losses.  Refer to ASC 310-10-50-11A(b)
6.Please revise future filings to present the balance of loans recognized as a result of
payment under the guarantee by monitored credit quality indicator.  Refer to ASC 310-10-
50-29.

 FirstName LastNameKun Dai
 Comapany NameUxin Limited
 July 18, 2019 Page 3
 FirstName LastName
Kun Dai
Uxin Limited
July 18, 2019
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Rebekah Lindsey, Staff Accountant at (202) 551-3303 or Craig Wilson,
Senior Assistant Chief Accountant at (202) 551-3226 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services

CORRESP
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Morgan Stanley & Co. International plc

25 Cabot Square, Canary Wharf

London E14 4QA

United Kingdom

Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

United States of America

China International Capital Corporation Hong Kong Securities Limited

29th Floor, One International Finance Centre

1 Harbour View Street, Central

Hong Kong

China Renaissance Securities (Hong Kong) Limited

Unit 8107-08, Level 81,

International Commerce Centre,

1 Austin Road West, Kowloon, Hong Kong

VIA EDGAR

June 25, 2018

Barbara C. Jacobs, Assistant Director

Folake Ayoola, Special Counsel

Jeff Kauten, Attorney-Advisor

Craig Wilson, Senior Assistant Chief Accountant

Rebekah Lindsey, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             Uxin Limited

Registration Statement on Form F-1 (File No. 333-225266)

Registration Statement on Form 8-A (File No. 001-38527)

Ladies and Gentlemen:

We hereby join Uxin Limited (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00p.m., Eastern Time on June 26, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated June 13, 2018, through the date hereof:

Preliminary Prospectus dated June 13, 2018:

2263 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

MORGAN   STANLEY & CO. INTERNATIONAL PLC

By:

/s/ David Lau

Name: David Lau

Title: Managing Director

[Signature Page to Acceleration Request]

Very truly yours,

GOLDMAN   SACHS (ASIA) L.L.C.

By:

/s/ Scott Chen

Name: Scott Chen

Title: Managing Director

[Signature Page to Acceleration Request]

Very truly yours,

J.P.   MORGAN SECURITIES LLC

By:

/s/ Alice Takhtajan

Name: Alice Takhtajan

Title: Managing Director

[Signature Page to Acceleration Request]

Very truly yours,

CHINA INTERNATIONAL CAPITAL   CORPORATION HONG KONG SECURITIES LIMITED

By:

/s/ Shi Qi

Name: Shi Qi

Title: Managing Director

[Signature Page to Acceleration Request]

Very truly yours,

CHINA RENAISSANCE SECURITIES   (HONG KONG) LIMITED

By:

/s/ Claire Yeh

Name: Claire Yeh

Title: Managing Director

[Signature Page to Acceleration Request]

CORRESP
1
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Uxin Limited

2-5F, Tower E, LSHM Center

No. 8 Guangshun South Avenue, Chaoyang District

Beijing, 100102, The People’s Republic of China

June 25, 2018

VIA EDGAR

Barbara C. Jacobs, Assistant Director

Folake Ayoola, Special Counsel

Jeff Kauten, Attorney-Advisor

Craig Wilson, Senior Assistant Chief Accountant

Rebekah Lindsey, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             Uxin Limited (CIK: 0001729173)

Registration Statement on Form F-1 (File No. 333-225266)

Registration Statement on Form 8-A (File No. 001-38527)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as amended, Uxin Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:00 p.m., Eastern Time, on June 26, 2018, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that Morgan Stanley & Co. International plc, Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC, China International Capital Corporation Hong Kong Securities Limited and China Renaissance Securities (Hong Kong) Limited, the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Uxin Limited

By:

/s/ Kun Dai

Name:

Kun Dai

Title:

Chairman of the Board of Directors and Chief   Executive Officer

[Signature Page to Acceleration Request]

CORRESP
1
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH TOWER, THE LANDMARK

WILL H. CAI ^

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

GEOFFREY CHAN *

CHICAGO

ANDREW L. FOSTER *

TEL: (852) 3740-4700

HOUSTON

CHI T. STEVE KWOK *

FAX: (852) 3740-4727

LOS ANGELES

EDWARD H.P. LAM ¨*

www.skadden.com

NEW YORK

HAIPING LI *

PALO ALTO

RORY MCALPINE ¨

WASHINGTON, D.C.

CLIVE W. ROUGH ¨

WILMINGTON

JONATHAN B. STONE *

^ (ALSO ADMITTED IN CALIFORNIA)

BEIJING

¨ (ALSO ADMITTED IN ENGLAND & WALES)

BRUSSELS

* (ALSO ADMITTED IN NEW YORK)

FRANKFURT

LONDON

REGISTERED FOREIGN LAWYERS

MOSCOW

Z. JULIE GAO (CALIFORNIA)

MUNICH

BRADLEY A. KLEIN (ILLINOIS)

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

June 22, 2018

TORONTO

VIA EDGAR

Barbara C. Jacobs, Assistant Director
 Folake Ayoola, Special Counsel

Jeff Kauten, Attorney-Advisor

Craig Wilson, Senior Assistant Chief Accountant

Rebekah Lindsey, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                 Uxin Limited (CIK No. 0001729173)
 Response to the Staff’s Comments on the Amendment No. 2 to
  Registration Statement on Form F-1 Filed on June 13, 2018

Dear Ms. Jacobs, Ms. Ayoola, Mr. Kauten, Mr. Wilson, Ms. Lindsey:

On behalf of our client, Uxin Limited, a company 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 18, 2018 on the Company’s amendment No. 2 to registration statement on Form F-1 filed on June 13, 2018 via EDGAR to the Commission for the initial public filing pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”).  References are made to the Company’s amendment No. 3 to registration statement on Form F-1 filed on June 21, 2018 via EDGAR to the Commission (the “Registration Statement”).

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company respectfully advises the Staff that it expects to request acceleration of the effectiveness of the Registration Statement on or about June 26, 2018. The Company would appreciate the Staff’s continuing support and assistance.

Prospectus Summary

Strategic Cooperation Agreements, page 4

1.                                      Please file the cooperation agreements with CITIC and ICBC as exhibits to the registration statement or tell us why they are not material. Refer to Item 601(b)(10) of Regulation S-K.

The Company respectfully advises the Staff that its agreements with CITIC and ICBC are not material under Item 601(b)(10) of Regulation S-K, because these are frameworks that lay out parties’ business intentions in the future. In addition, these agreements do not specify the details of the Company’s respective cooperation with CITIC and ICBC, which  will be set forth in future agreements between parties. The Company has not yet conducted any business governed by these agreements. As such, the Company respectfully advises the Staff that its agreements with CITIC and ICBC are not material under Item 601(b)(10) of Regulation S-K.

Summary Consolidated Financial and Operating Data, page 11

2.                                      Please tell us whether the concurrent placement of private debt is a firm commitment. If so, revise your pro forma balance sheet information here to reflect the issuance of such debt and include in a footnote the terms of the note such as interest rate, maturity date and conversion terms.

The Company respectfully advises the Staff that the concurrent placement of private debt is a firm commitment, and that the pro forma as adjusted balance sheet information has been revised to reflect the concurrent placement of private debt. The interest rate, maturity date and conversion terms of the convertible notes are disclosed on pages 8, 108 and 191 of the Registration Statement. The Company further respectfully advises the Staff that the footnotes have been revised to cross-reference the interest rate, maturity date and conversion terms disclosed in the Prospectus Summary (including page 8 of the Registration Statement).

2

Description of American Depositary Shares, page 182

3.                                      Section 7.9(a) of the Deposit Agreement provides that any claim or cause of action brought by a party against the company relating to or based upon the provisions of the Federal securities laws of the United States or the rules and regulations promulgated thereunder will be submitted to arbitration as provided in section 7.6 if so elected by the claimant. Please revise your disclosure in this section to provide a description of the arbitration provision and any effects on the rights of ADS holders to pursue claims under United States federal securities laws. Also reconcile the provision in the Deposit Agreement with your disclosure on page 78 that “our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.”

The Company respectfully advises the Staff that it has revised the disclosure on page 193 of the Registration Statement to disclose that although the deposit agreement gives the depositary or an ADS holder asserting a claim against the Company the right to require the Company to submit that claim to binding arbitration in New York, a claimant could also elect not to submit its claim to arbitration and instead bring its claim in any court having jurisdiction over it and the deposit agreement does not give the Company the right to require anyone to submit any claim to arbitration. The Company has revised the disclosure on page 78 of the Registration Statement to clarify that the constituent documents of the Company does not include the deposit agreement.

*              *              *

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

3

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures

cc:                                Kun Dai, Chief Executive Officer, Uxin Limited

Zhen Zeng, Chief Financial Officer, Uxin Limited

Will H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Derek Shao, Partner, PricewaterhouseCoopers Zhong Tian LLP

Li He, Partner, Davis Polk & Wardwell LLP

James C. Lin, Partner, Davis Polk & Wardwell LLP

4

Mail Stop 4561

June 18, 2018

Kun Dai
Chief Executive Officer
Uxin Limited
37/F, Tower B, Wangjing SOHO T3,
No. 10, Wangjing Street, Chaoyang District
Beijing, 100102
People's Republic of China

Re:  Uxin Limited
Amendment No. 2 to Registration Statement on Form F -1
Filed June 1 3, 2018
File No. 333-225266

Dear Mr. Dai :

We have reviewed your amended registration statement and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply t o your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have ad ditional comments.

Prospectus Summary

Strategic Cooperation Agreements, page 4

1. Please file the cooperation agreements with CITIC and ICBC as exhibits to the registration
statement or tell us why they are not material.  Refer to Item 601(b)(10) of Regu lation S -K.

Kun Dai
Uxin Limited
June 18, 2018
Page 2

 Summary Consolidated Financial and Operating Data, page 11

2. Please tell us whether the concurrent placement of private debt is a firm commitment.  If so,
revise your pro forma balance sheet information here to reflect the issuance of such debt and
include in a footnote the terms of the note such as interest rate, maturity  date and conversion
terms.

Description of American Depositary Shares, page 182

3. Section 7.9(a) of the Deposit Agreement provides that any claim or cause of action brought
by a party  against the c ompany relating to or based upon the provisions of the F ederal
securities laws of the United States or the rules  and regulations promulgated thereunder  will
be submitted to arbitration as provided in section  7.6 if  so elected by the claimant .  Please
revise your disclosure in this section to provide a descripti on of the arbitration provision and
any effects on the rights of ADS holders  to pursue claims under United States federal
securities laws.  Also reconcile the provision in the Deposit Agreement with your disclosure
on page 78 that  “our constituent documen ts do not contain provisions requiring that
disputes, including those arising under the securities laws of the United States, between us,
our officers, directors and shareholders, be arbitrated.”

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

Refer to Rules 460 and 461 regarding requests for acce leration.  Please allow adequate time
for us to review any amendment prior to the requested effective date of the registration statement.

You may contact Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 , or Craig Wilson ,
Senior Assistant Chief Ac countant, at (202) 551 -3226 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher &  Flom LLP

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE   OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH   TOWER, THE LANDMARK

WILL H. CAI ^

15 QUEEN’S ROAD   CENTRAL, HONG KONG

BOSTON

GEOFFREY CHAN *

CHICAGO

ANDREW L. FOSTER *

TEL: (852) 3740-4700

HOUSTON

CHI T. STEVE KWOK *

FAX: (852)   3740-4727

LOS ANGELES

EDWARD H.P. LAM ¨*

www.skadden.com

NEW YORK

HAIPING LI *

PALO ALTO

RORY MCALPINE ¨

WASHINGTON, D.C.

CLIVE W. ROUGH ¨

WILMINGTON

JONATHAN B. STONE *

BEIJING

^ (ALSO ADMITTED IN   CALIFORNIA)

BRUSSELS

¨   (ALSO ADMITTED IN ENGLAND & WALES)

FRANKFURT

*   (ALSO ADMITTED IN NEW YORK)

LONDON

MOSCOW

REGISTERED   FOREIGN LAWYERS

MUNICH

Z. JULIE GAO   (CALIFORNIA)

PARIS

BRADLEY A. KLEIN   (ILLINOIS)

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

June 13, 2018

TORONTO

VIA EDGAR

Barbara C. Jacobs, Assistant Director
 Folake Ayoola, Special Counsel

Jeff Kauten, Attorney-Advisor

Craig Wilson, Senior Assistant Chief Accountant

Rebekah Lindsey, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                 Uxin Limited (CIK No. 0001729173)
 Response to the Staff’s Comments on the Amendment No. 1 to
  Registration Statement on Form F-1 Filed on June 1, 2018

Dear Ms. Jacobs, Ms. Ayoola, Mr. Kauten, Mr. Wilson, Ms. Lindsey:

On behalf of our client, Uxin Limited, a company 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 6, 2018 on the Company’s amendment No. 1 to registration statement on Form F-1 filed on June 1, 2018 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission for the initial public filing pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”).

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company respectfully advises the Staff that it will commence the marketing activities in connection with the offering on June 14, 2018 and expects to request acceleration of the effectiveness of the Registration Statement on or about June 26, 2018. The Company would appreciate the Staff’s continuing support and assistance.

Summary Consolidated Financial and Operating Data, page 10

1.                                      Please tell us how you concluded that the share grant to Mr. Kun Dai and the surrender of shares by a company controlled by Mr. Dai are directly attributable to the transaction or explain the basis for including them in the pro forma computation.  Refer to Rule 11-02(b)(6) of Regulation S-X.

The Company respectfully advises the Staff that, the two subsequent events related to a) the restricted shares issuance to Xin Gao Group controlled by Mr. Kun Dai occurred on May 14, 2018, and b) the surrender of shares by Xin Gao Group controlled by Mr. Kun Dai occurring on May 28, 2018 were disclosed in the footnote of the Company’s financial statements and the pro forma effects of both events have been reflected in the unaudited interim pro forma condensed balance sheet as of March 31, 2018, and were computed in the pro forma net loss per share for the three months period ended March 31, 2018.

In accordance with Rule 11-02(b)(6) of Regulation S-X, these pro forma adjustments have given effect to the impacts which are directly attributable to the transactions.  In particular, the pro forma adjustments resulted in the increase of both accumulated deficit and additional paid in capital (“APIC”) are directly attributable to the transaction of subsequent event a) as if the IPO had occurred on March 31, 2018. Likewise, the pro forma adjustments of a) the cancellation of the shares surrendered by Xin Gao Group and b) the reduction in APIC with c) the offset to the balance of loan receivable from related party are all directly attributable to the transaction in subsequent event b).

These adjustments of both events are factually supportable by the formal legal documents came into effective on their respective dates.  However, given both events are considered nonrecurring and shall not have any continuing impact on the Company, no pro forma condensed income statement is prepared in compliance with the Rule 11-02(b)(6).

The Company further respectfully advises the Staff that the subsequent event related to the restricted shares issuance is considered as significant distributions to the founder of the Company, Mr. Kun Dai, prior to anticipated closing of an IPO of the Company; therefore, pursuant to FRM 3420, a pro forma balance sheet reflecting such distribution accrual should be presented alongside the historical balance sheet.  Furthermore, the subsequent event related to the surrender of shares is considered as material reduction of permanent equity, therefore, according to FRM 3430 that guides pro forma presentation requirements in case of any changes  in capitalization prior to anticipated closing of the IPO, if there is any material reduction of permanent equity subsequent to the date of the latest balance sheet, the filing should include a pro forma balance sheet presented alongside of the historical balance sheet giving effect to the change in the capitalization.

2

The Company believes that the pro forma financial information should provide readers and investors with meaningful information about the impact of both transactions by showing how they might have affected the Company’s historical financial statements if they had been consummated at an earlier time (i.e. March 31, 2018), as this information should illustrate the possible change in the Company’s equity and net loss per share.

2.                                      Clarify if the restricted shares disclosed in Note (2) on page 11 as issued and granted to “Mr. Kun Dai” on May 14, 2018 are the same shares disclosed in Note 31 on page F-138 as shares issued and granted to “Xin Gao Group” on May 14, 2018.  Please advise or revise.

The Company respectfully advises the Staff that it has revised the disclosure on page 13 of the Registration Statement to clarify that the restricted shares were issued and granted on May 14, 2018 to Xin Gao Group Limited, a British Virgin Islands company beneficially owned by Mr. Kun Dai through a trust and of which Mr. Kun Dai is the sole director.

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Liquidity and Capital Resources

Investing Activities, page 107

3.                                      Your statement that net cash used in investing activities was primarily attributable to the proceeds from disposal of long term investments does not reflect the activities in your Unaudited Interim Condensed Consolidated Statements of Cash Flows on page F-79.  Please revise of advise.

The Company respectfully advises the Staff that it has revised the disclosure on page 111 of the Registration Statement to state that the net cash used in investing activities was primarily attributable to the increase in restricted cash of RMB 223.5 million (US$35.5 million) in the three months ended March 31, 2018, which in turn was attributable to the increase in the volume and amount of loans the Company facilitated.

3

Business

Our Platform and Services, page 133

4.                                      You disclose on page 136 that you ceased the practice of collecting interest on behalf of the financing partners since the second quarter of 2018.  Please discuss the expected impact on trends in your guarantee liability as you are now facilitating loans with a lower upfront payment, which may expose you to additional credit risk.  Please also describe additional steps you take in addition to your normal credit evaluation procedures, if any, to mitigate such risk.  Refer to Item 5.D of Form 20-F.

The Company respectfully advises the Staff that it has not changed its credit evaluation procedures after ceasing the practice of collecting interest on behalf of its financing partners in the second quarter of 2018. Whether or not the Company collects interest on behalf of its financing partners has no impact on prospective borrowers’ credit profiles, which the Company’s credit evaluation procedures assess.  Hence, the Company doesn’t consider it necessary to take additional credit assessment procedures. However, ceasing this practice may impact the Company’s ability to recover the amount of interest and loan principal due, in the event borrowers fail to repay. Accordingly, the Company has further revised the disclosure of risk factors on page 112 of the Registration Statement.

The Company will take into consideration such anticipated impact on past due loan recovery in its evaluation of guarantee liabilities from the second quarter of 2018 onwards.

Notes to Consolidated Financial Statements

Note 25. Share-Based Compensation, page F-58

5.                                      Please refer to our prior comments 4 and 5.  It means unclear how you determined that you anticipated the IPO to be complete within six months for the key management grants and recorded compensation under the probable notion in ASC 718 but simultaneously determined that an IPO was not probable for your preferred stock and employee stock grants.  Please provide additional information as to how you concluded different accounting treatment for each was necessary, including specific references to any accounting literature you relied on.

4

In response to the Staff’s comment, the Company respectfully further advises the Staff that it believes the accounting treatment to record compensation expense as of December 31, 2017, based upon the vesting conditions for the share based options granted to the key management, is appropriate. The vesting conditions for the options granted to the key management are different than the vesting condition for non-key management employees and preferred stock.

Accounting for the key management grants

As previously communicated, the vesting condition for the key management grants is based on the concept of an “anticipated” consummation of an IPO and therefore the determination of when the vesting provision is met is highly subjective. Management determined that a reasonable trigger would be to use the Company’s anticipated IPO timetable and therefore record compensation expense in December 2017, which was 6 months prior to the anticipated IPO consummation date.

Accounting for the non-key management grants and preferred stock

The vesting condition for the non-key management grantees and preferred shares are contingent upon an IPO. It is commonly understood that under ASC 718, a performance condition contingent upon an IPO is generally not within the control of the company and therefore compensation expense should not be recognized until the IPO occurs.

Although the Company believes that the accounting treatment for all the awards discussed above is appropriate based on their respective vesting conditions, the compensation expense recorded for the key management grants in December 2017 was not quantitatively or qualitatively material to the consolidated financial statements as for the year ended December 31, 2017. The Company expects that even if this charge were instead recorded upon the IPO, such charge would also be immaterial.

Unaudited Interim Condensed Consolidated Financial Statements

Note 31. Subsequent Events, page F-138

6.                                      Please revise to include an estimate of the financial statement impact of subsequent events.  For example, you disclose that you accelerated vesting for stock options and granted restricted shares that vest upon IPO to your CEO.  Refer to ASC 855-10-50-2.

The Company respectfully advises the Staff that it has updated the disclosure on page F140 for the impact of subsequent events wherever the estimations can be reasonably made.

5

7.                                      Please tell us how the May 14, 2018 issuance and grant of 17,742,890 restricted shares to Xin Gao Group for US $.0001 relate to the “Surrender Shares” used May 28, 2018 for the “Repayment Amount.”  Please reconcile the price paid for those shares to the “estimated settlement repayment per share price of US $3.68069” used to determine the number of shares surrendered to pay off the Xin Gao Group debt.  Tell us in greater detail how you valued and will account for each of the May 14th and May 28th transactions and the authoritative basis for your accounting.  In your response, specifically address why the estimated settlement repayment per share price is lower than the range of fair values used for stock based compensation as disclosed on page 120.  We may have further comment over the US $3.68069 estimated settlement repayment price once you have an estimated offering price or range.

The Company respectfully advises the Staff that the May 14, 2018 issuance and grant of 17,742,890 restricted shares to Xin Gao Group for US$0.0001 and the “Surrender Shares” used for the May 28, 2018 “Repayment Amount” are two separate matters for the following reasons:

a)             Different business purposes:

a.              The business purpose of the restricted shares grant was to reward the CEO for his performance that exceeds expectations.

b.              The business purpose of the share surrender was to have Mr. Kun Dai to fully repay his debts to the Company on fair terms.

b)             Different conditions:

a.              The vesting of the restricted shares is conditioned upon the consummation of the IPO.

b.              The share surrender for repayment is unconditional and the subject shares have been surrendered to the Company for cancellation.  To protect the Company’s interests, Mr. Dai is required to surrender additional shares if the IPO price is lower than the settlement price (but there will not be any adjustments if the IPO price is higher than the settlement price.)

c)              Different securities:

a.              The share awards granted to the CEO were restricted ordinary shares subject to vesting.

b.              The shares surrendered by Mr. Dai were comprised of 19,226,040 ordinary shares, 3,313,980 series A preferred shares and 8,424,970 series C-1 preferred shares.  These shares were issued to Mr. Dai previously at different times on different terms.

6

The Company respectfully advises the Staff that the following table sets out the reconciliation of the price per share for those Surrendered Shares to the “estimated settlement price per share of US $3.68069” used to determine the number of shares surrendered:

The amount due to the Company as at May 28, 2018

Principal
   US$

Interest accrued till
   05/28/2018 US$

Total
   US$

Xin Gao Group

17,711,251

3,268,941

20,980,191

Gao Li Group

56,500,000

2,415,833

58,915,833

Mr. Kun Dai

22,788,216

571,138

23,359,354

Additional loan   to Mr. Kun Dai in May, 2018

10,711,784

5,355

10,717,139

Total   settlement amount (a)

107,711,251

6,261,267

113,972,517

Ordinary shares   surrendered

19,226,040

Series A   preferred shares surrendered

3,313,980

Series C-1   preferred shares surrendered

8,424,970

Total   shares surrendered(b)

30,964,990

Per   share price(c=a/b)

3.68069

The Company respectfully advises the Staff that the May 14, 2018 grant of 17,742,890 restricted shares to Xin Gao Group is considered as share based compensation to Mr. Kun Dai according to ASC 718. The Company will record share based compensation expenses upon consummation of the IPO.

Mail Stop 4561

June 6 , 2018

Kun Dai
Chief Executive Officer
Uxin Limited
37/F, Tower B, Wangjing SOHO T3,
No. 10, Wangjing Street, Chaoyang District
Beijing, 100102
People's Republic  of China

Re:  Uxin Limited
Registration Statement on Form F-1
Filed May 29, 2018
Amendment No. 1 to Registration Statement on Form F -1
Filed June 1, 2018
File No. 333-225266

Dear Mr. Dai :

We have reviewed your registration statement and have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you  do not believe our comments apply to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in respon se to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 22 , 2018  letter.

Summary Consolidated Financial and Operating Data, page 10

1. Please tell us how you concluded that the share grant to Mr. Kun Dai and the surrender of
shares by a company controlled by Mr. Dai are directly attributable to the transaction or
explain the basis for including them in the pro forma computation.  Refer to Rule 11 -
02(b)(6) of Regulation S -X.

2. Clarify if the restricted shares disclosed in Note (2) on page 11 as issued and granted to “Mr.
Kun Dai” on May 14, 2018 are the same shares disclosed in Note 31 on page F -138 as
shares issued and granted to “Xin Gao Group” on May 14, 2018.  Please ad vise or revise.

Kun Dai
Uxin Limited
June 6 , 2018
Page 2

Management’s Discussion and Analysis of Results of Operations and Financial Condition

Liquidity and Capital Resources

Investing Activities, page 107

3. Your statement that net cash used in investing activities was primarily attributable t o the
proceeds from disposal of long term investments does not reflect the activities in your
Unaudited Interim Condensed Consolidated Statements of Cash Flows on page F -79.  Please
revise or advise.

Business

Our Platform and Services, page 133

4. You disc lose on page 136 that you ceased the practice of collecting interest on behalf of the
financing partners since the second quarter of 2018.  Please discuss the expected impact on
trends in your guarantee liability as you are now facilitating loans with a lo wer upfront
payment, which may expose you to additional credit risk.  Please also describe additional
steps you take in addition to your normal credit evaluation procedures, if any, to mitigate
such risk. Refer to Item 5.D of Form 20 -F.

Notes to Consoli dated Financial Statements

Note 25. Share -Based Compensation, page F -58

5. Please refer to our prior comments 4 and 5.  It remains unclear how you determined  that you
anticipated the IPO to be complete within six months for the key management grants and
recorded compensation under the probable notion in ASC 718 but simultaneously
determined that an IPO was not probable for your preferred stock and employee sto ck
grants.  Please provide additional information as to how you concluded different accounting
treatment for each was necessary, including specific references to any accounting literature
you relied on.

Unaudited Interim Condensed Consolidated Financial  Statements

Note 31. Subsequent Events, page F -138

6. Please revise to include an estimate of the financial statement impact of subsequent events.
For example, you disclose that you accelerated vesting for stock options and granted
restricted shares that vest upon IPO to your CEO.  Refer to ASC  855-10-50-2.

Kun Dai
Uxin Limited
June 6 , 2018
Page 3

 7. Please tell us how the May 14, 2018 issuance and grant of 17,742,890 restricted shares to
Xin Gao Group for US $.0001 relate to the “Surrender Shares” used May 28, 2018 for the
“Repayment Amount.”  Ple ase reconcile the price paid for those shares to the “estimated
settlement repayment per share price of US $3.68069” used to determine the number of
shares surrendered to pay off the Xin Gao Group debt. Tell us in greater detail how you
valued and will acc ount for each of the May 14th and May 28th transactions and the
authoritative basis for your accounting.  In your response, specifically address why the
estimated settlement repayment per share price is lower than the range of fair values used for
stock ba sed compensation as disclosed on page 120. We may have further comment over the
US $3.68069 estimated settlement repayment price once you have an estimated  offering
price or range.

We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate time
for us to review any amendment prior  to the requested effective date of the registration statement.

You may contact Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 , or Craig Wilson ,
Senior Assistant Chief Accountant, at (202) 551 -3226 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistan t Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

WILL H. CAI ^

GEOFFREY CHAN *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

CLIVE W. ROUGH ¨

JONATHAN B. STONE *

^ (ALSO ADMITTED IN CALIFORNIA)

¨ (ALSO ADMITTED IN   ENGLAND & WALES)

* (ALSO ADMITTED IN   NEW YORK)

REGISTERED FOREIGN LAWYERS

ANDREW L. FOSTER (NEW YORK)

Z. JULIE GAO (CALIFORNIA)

BRADLEY A. KLEIN (ILLINOIS)

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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May 29, 2018

VIA EDGAR

Barbara C. Jacobs, Assistant Director

Folake Ayoola, Special Counsel

Jeff Kauten, Attorney-Advisor

Craig Wilson, Senior Assistant Chief Accountant

Rebekah Lindsey, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C.  20549

Re:                 Uxin Limited (CIK No. 0001729173)
 Response to the Staff’s Comments on the Draft Registration Statement on
  Form F-1 Confidentially Submitted on May 4, 2018

Dear Ms. Jacobs, Ms. Ayoola, Mr. Kauten, Mr. Wilson, Ms. Lindsey:

On behalf of our client, Uxin Limited, a company 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 May 22, 2018 on the Company’s draft registration statement on Form F-1 confidentially submitted on May 4, 2018 (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission for the initial public filing pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”).

To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the Draft Registration Statement, and two copies of the submitted exhibits.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

In addition to adding and revising disclosure in response to the Staff’s comments, the Company has updated the Registration Statement to include its unaudited consolidated financial statements as of March 31, 2017 and reflect the Company’s other recent developments.

The Company respectfully advises the Staff that it intends to file an amendment to the Registration Statement on F-1 containing the estimated price range and offering size on or about June 12, 2018 and commence roadshow activities thereafter. The Company would appreciate the Staff’s continued assistance to help the Company meet this timeline.

The Company has updated the disclosure in the Registration Statement to reflect certain industry and market data as at March 31, 2018 and encloses as Annex A hereto the industry survey dated April 2018 (the “Industry Survey”) commissioned by the Company and prepared by Beijing Ipsos Market Consulting Co., Ltd.. The Company also encloses as Annex B hereto the relevant portions of the industry and market data disclosed in the Registration Statement along with their corresponding support from the English translation of the Industry Survey.

General

1.                                      We have received your application dated May 14, 2018 requesting confidential treatment for certain portions of Exhibits 10.47, 10.48 and 10.49 to your registration statement. We will promptly review the application for confidential treatment. Comments, if any, will be provided in a separate letter. Please be advised that your registration statement will not be declared effective until all issues relating to your confidential treatment request have been resolved, including the filing of the relevant exhibits on EDGAR.

2

The Company respectfully acknowledges the above.

Risk Factors

Risks Related to Our Business and Industry

We rely on a limited number of third-party financing partners..., page 19

2.                                      We note your response to prior comment 3. We also note that in 2017, your largest financing partner provided 51.9% of funding for loans facilitated through your platform and your other two financing partners in 2017 provided 26.8% and 21.4% of funding, respectively. Additionally, we note that your loan facilitation revenues attributable to your three financing partners in 2017 were US$65.9 million, US$41.7 million and US$32.3 million, respectively; representing 47.1%, 29.8% and 23.1% of your loan facilitation revenues in 2017. As such, we are unable to agree with you that the identity of the defaulting financing partner is not material information.

·                  Please revise your disclosure to clarify whether the defaulting financing partner is your largest financing partner or one of the other two financing partners.

The Company respectfully advises the Staff that it has revised the disclosure on page 19 of the Registration Statement to disclose that defaulting financing partner is one of its three financing partners in 2017 but not the largest financing partner.

·                  Please tell us why you believe the financing partner’s liquidity concerns are “temporary” and “isolated.”

The Company respectfully advises the Staff that it has revised the disclosure on page 19 of the Registration Statement regarding the incident and that it believes that the incident was rare because the Company has resumed normal business relationship with the financing partner, who currently provides funding to the new loans facilitated by its platform according to the contractual arrangement.  In addition, as the Company continues to diversify its funding sources, a given financing partner’s own liquidity concerns will have less impact on the Company’s business and results of operations in the future.

·                  Please clarify whether your financing partners are obligated, pursuant to your agreement with them, to find alternative funding sources to fund these auto loans when there has been a breach of agreement with the company. To the extent they are not, please revise to so state.

3

The Company respectfully advises the Staff that it has revised the disclosure on page 19 of the Registration Statement to disclose that the financing partners are legally obligated to fund the loans. The particular means to meet the aforementioned obligation are not specified under the agreements between the Company and the financing partners.

·                  If your financing partners are unable to find alternative funding sources, please tell us whether you believe you have alternative sources of financing that can be obtained on similar terms as those provided by the financing partner if such an incident were to occur in the future.

The Company respectfully advises the Staff that it believes that if such an incident were to occur in the future, the Company will be able to find alternative funding sources on similar terms as the Company continue to diversify its funding sources.

Any failure by our VIEs or their shareholders to perform their obligations..., page 37

3.                                      Please revise your disclosure to state, if true, that the arbitration provisions relate to the claims arising out of the contractual relationship created by the VIE agreements, rather than claims under the United States federal securities laws and do not prevent shareholders of the company from pursuing claims under the United States federal securities laws.

The Company respectfully advises the Staff that it has included the disclosure on page 39 of the Registration Statement to clarify that disputes arising from the VIE agreements will be resolved through arbitration in China. The referred arbitration provisions do not prevent shareholders of the Company from pursuing claims under the United States federal securities laws.

Notes to Consolidated Financial Statements

Note 25. Share-Based Compensation, page F-61

4.                                      You disclose that your accounting for stock options granted to Grantees considers the IPO performance condition, the “Corporate Transaction,” as a not probable condition of the awards until actually completed. Accordingly you have not accrued compensation cost to date under ASC 718. However you apparently have considered it probable that a “Qualified IPO” will be completed and recognized compensation cost earlier for the key management grantees as fully vested at December 31, 2017 “given the Qualified IPO is expected to be consumed [sic] within 6 months.” Please clarify here and throughout the filing the different notions of IPO probability for a “Corporate Transaction” versus “Qualified IPO” and provide us with the accounting guidance in support of your distinctions and accounting treatment. Please advise or revise.

4

In response to the Staff’s comment, the Company respectfully clarifies that, both the completion of “an IPO” and “a Corporate Transaction” as disclosed in Note 25 are considered performance conditions for the stock options award.  The Company follows the guidance under ASC 718 for not accruing any compensation costs to date for all other grantees except for the key management grantees, because neither of the two performance conditions is deemed probable as of yet.  The Company  references guidance under ASC 718, which requires the recording of compensation cost for awards with performance conditions if and when the Company concludes that it is probable that the performance condition will be achieved.  ASC 718’s use of the term probable is consistent with the term’s use in ASC 450, Contingencies, which refers to an event that is likely to occur.

As for the compensation costs that were recognized earlier for the key management grantees as of December 31, 2017, the Company respectfully advises the Staff that, this was supported by specific legal term as exercise condition for the key management grantees’ stock options, which states, “Vested Options may not be exercised until the earlier of (i) any day commencing from the day that is six (6) months prior to the anticipated consummation of an IPO, or (ii) the day immediately prior to the consummation of a Corporate Transaction.” Please be noted that the exercise condition for non-key management and for employees are “the earlier of (i) the day of the consummation of an IPO, or (ii) the day immediately prior to the consummation of a Corporate Transaction.”

Based on the above exercise term highlighted for the key management grantees, the term “6 months prior to the anticipated consummation of an IPO” is interpreted to mean 6 months prior to the company’s first public filing of its registration statement.  Accordingly, the Company will record compensation expense for key management grantees when it concludes it is probable that within 6 months the Company will complete its first public filing.  Therefore, the compensation cost for key management grantees would generally be recognized earlier than for both the management and the employee grantees because their exercise terms are based upon the consummation of an IPO or a Corporate Transaction; either of these two conditions are not usually considered within the Company’s control, and therefore the compensation costs related to these performance conditions are not recorded until the event occurs. With that, in accordance with the Company’s IPO timelines and the actual status of the progress made, the Company anticipated its first public filing to occur around June, 2018, therefore the Company started to record the compensation costs only for the key management grantees in December, 2017 (6 months prior to the “anticipated consummation of an IPO”).

5

The Company further respectfully advises the Staff that notions of the probability for the “Corporate Transaction” and “Qualified IPO” remain consistent throughout the filing.

5.                                      Similarly, ensure consistency of disclosure with Note 24, “Accounting for preferred shares,” where you disclose that “...all Preferred Shares are automatically converted upon a Qualified IPO, the effectiveness of a Qualified IPO is not within the control of the Company and is not deemed probable to occur for accounting purposes until the effective date of the Qualified IPO.” This disclosure appears to conflict with Note 25 where you appear to disclose a Qualified IPO is probable by recognition of compensation costs for key management grantees. Please advise or revise.

The Company respectfully advises the Staff to refer toits above response to the comment to Question 4.

Exhibit Index, page II-6

6.                                      We note your response to prior comment 16 where you state that you separately submitted to the staff a copy of the Borrower Service Agreement, Financing Leasing Series Contracts, and Tri-party Loan Agreement. Please note that we have not received the materials and will continue to monitor for the issue.

The Company respectfully advises the Staff that copies of the Borrower Service Agreement, Financing Leasing Series Contracts, and Tri-party Loan Agreement on May 4, 2018 and an additional copy has been re-delivered  to the Staff on May 23, 2018.

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com or Derek Shao, partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 21 2323-3533 or via email at derek.shao@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures

cc:                                Kun Dai, Chief Executive Officer, Uxin Limited

Zhen Zeng, Chief Financial Officer, Uxin Limited

Will H. Cai, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Derek Shao, Partner, PricewaterhouseCoopers Zhong Tian LLP

Li He, Partner, Davis Polk & Wardwell LLP

James C. Lin, Partner, Davis Polk & Wardwell LLP

6

Mail Stop 4561

May 22, 2018

Kun Dai
Chief Executive Officer
Uxin Limited
37/F, Tower B, Wangjing SOHO T3,
No. 10, Wangjing Street, Chaoyang District
Beijing, 100102
People's Republic  of China

Re:  Uxin Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted May 4, 2018
CIK No. 0001729173

Dear Mr. Dai :

We have reviewed your  amended draft  registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
April 18, 2018  letter.

General

1. We have received your application dated May 14, 2018  requesting confidential treatment for
certain portions of Exhibits  10.47, 10.48 and 10.4 9 to your registration statement.  We will
promptly review the application for confidential treatment.  Comments, if any, will be
provided in a separate letter.  Please be advised that your registration statement will not be
declared effective until all is sues relating to your confidential treatment request have been
resolved , including the filing of the relevant exhibits on EDGAR .

Kun Dai
Uxin Limited
May 22 , 2018
Page 2

 Risk Factors

Risks Related to Our Business and Industry

We rely on a limited number of third -party financing partners…, page 19

2. We note your response to prior comment 3.  We also note that in 2017, your largest
financing partner provided 51.9% of funding for loans facilitated through your platform and
your other two financing partners in 2017 provided 26.8% and 21.4% of fu nding,
respectively.  Additionally, we note that your loan facilitation revenues attributable to your
three financing partners in 2017  were US$65.9  million, US$41.7  million and US$32.3
million , respectively; representing  47.1%, 29.8% and 23.1% of your loan  facilitation
revenues in 2017 .  As such, we are unable to agree with you that the identity of the
defaulting financing partner is not material information.

 Please revise your disclosure to clarify whether the defaulting financing partner is your
larges t financing partner or one of the other two financing partners.

 Please tell us why you believe the financing partner’s liquidity concerns are “temporary”
and “isolated.”

 Please  clarify whether your financing partners are obligated, pursuant to your agr eement
with them, to find alternative funding sources to fund these auto loans when there has
been a breach of agreement with the company.  To the extent they are not, please revise
to so state.

 If your financing partners are unable to find alternative fu nding sources, please tell us
whether you believe you have alternative sources of financing that can be obtained on
similar terms as those provided by the financing partner if such an incident were to occur
in the future.

Any failure by our VIEs or their  shareholders to perform their obligations …, page 37

3. Please revise your disclosure to state , if true,  that the arbitration provisions relate to the
claims arising out of the contractual relationship created by the VIE agreements, rather than
claims under the United States federal securities laws and do n ot prevent shareholders of the
company from pursuing  claims under the United States federal securities laws .

Notes to Consolidated Financial Statements

Note 25. Share -Based Compensation, page F -61

4. You disclose that your accounting for stock options granted to Grantees considers the IPO
performance condition, the “Corporate Transaction,” as a not probable condition of the

Kun Dai
Uxin Limited
May 22 , 2018
Page 3

 awards until actually completed.  Accordingly you have not accrued compensation cost to
date under ASC 718. However you apparently have considered it probable that a “Qualified
IPO” will be completed and recognized compensation cost earlier for the key management
grantees as fully vested at December 31, 2017 “given the Qualified IPO i s expected to be
consumed [ sic] within 6 months.”  Please clarify here and throughout the filing the different
notions of IPO probability for a “Corporate Transaction” versus “Qualified IPO” and
provide us with the accounting guidance in support of your di stinctions and accounting
treatment.  Please advise or revise.

5. Similarly, ensure consistency of disclosure with Note 24, “Accounting for preferred shares,”
where you disclose that   “…all Preferred Shares are automatically converted upon a
Qualified IPO, the effectiveness of a Qualified IPO is not within the control of the Company
and is not deemed probable to occur for accounting purposes until the effective date of the
Qualified IPO.”  This disclosure appears to conflict with Note 25 where you appear to
disclose a Qualified IPO is probable by recognition of compensation costs for key
management grantees. Please advise or revise.

Exhibit Index, page II -6

6. We note your response to prior comment 16 where you state that you separately submitted to
the staff a copy of the Borrower Service Agreement, Financing Leasing Series Contracts,
and Tri -party Loan Agreement.  Please note that we have not received the materials and will
continue to monitor for the issue.

You may contact Rebekah Lindsey , Staff Accountant,  at (202) 551 -3303 , or Craig Wilson ,
Senior Assistant Chief Accountant, at (202) 551 -3226 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Attorney -Advisor, at (202)
551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies  and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561

April 18, 2018

Kun Dai
Chief Executive Officer
Uxin Limited
37/F, Tower B, Wangjing SOHO T3
No. 10, Wangjing Street, Chaoyang District
Beijing, 100102
People's Republic of China

Re:  Uxin Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 23, 2018
CIK No. 0001729173

Dear Mr. Dai :

We have reviewed your  amended draft  registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
March 7, 2018  letter.

Prospectus Summary, page 1

1. We note your response to prior comment 1.  You have revised your disclosure to add  an
industry  survey  commissioned by you a nd prepared by China Insights Consultancy .  Please
provide us with a copy for our review.   Clearly mark the specific language in the supporting
materials that supports each statement in the prospectus.

Kun Dai
Uxin Limited
April 18 , 2018
Page 2

 Summary Consolidated Financial and Operating Data, pa ge 10

2. Please confirm that you will include all convertible shares of Fairlubo in your pro forma
disclosures once your IPO price range is known.  Clarify why conversion of Fairlubo  shares
into ordinary shares is included in pro forma balance sheets but are excluded from the
denominator of pro -forma net loss per share pending the applicable price of Uxin Limited
shares.

Risk Factors

Risks Related to Our Business and Industry

We rely on a limited number of third -party financing partners…, page 18

3. We note your response to prior comment 6.  Please revise your disclosure to identify the
financing partner that failed to meet its obligation and clarify whether the replacement
funding source was one of the other two financing partners you had in 2017 or a source  with
whom  you have no contractual agreement.

4. We note your response to prior comment 7.  The provisions of Securities Act Rule 403(c)(3)
permitting a filer to file an English s ummary of a foreign language agreement excludes the
agreements specified by Rule 403(c)(2), which includes agreements upon which the filer’s
business is substantially dependent.  Please file an English translation of your agreement s
with your largest finan cing partner.  In addition, please disclose the term and any material
termination provisions of the agreements.

5. We note your response to prior comment 7 where you state that “ revenues attributable to
each of [your]  agreements with the other two financing partners … [account ed] for 14.4%
and 9.4% of the Company’s total revenues in the nine months ended September  30, 2017 .”
We are unable to agree, absent additional information, that a contract that contributes  14.4%
of the company’s  total revenues is not one upon which it is substantially dependent within
the meaning of Item  601(b)(10)  of Regulation S -K.  In this regard, we note your disclosure
that you had three financing partners in 2017.  Accordingly, please file the relevant
agreement(s) , or provide us with further support of your assertion that you are no t
substantially dependent on it .  In addition, please consider identifying the financing partners
that account for a significant percentage of your revenues.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Results of Operations, page 94

6. Please disclose whether the GMV and number of units disclosed in your discussion of
transaction facilitation revenue includes all cars sold within your 2C business. If so, tell us
whether you considered providing this metric separately for those transactions in which a

Kun Dai
Uxin Limited
April 18 , 2018
Page 3

 loan is facilitated and those in which loans are not, as each may have a different impact on
revenue trends.

7. Please refer to our prior comment 12.  The magnitude of  the impact that pricing had on
trends in revenue is still unclear.  For example, you discuss that revenue increases in part
were due to higher pricing power for transaction services but it is not clear what this means
or how it impacts changes in transact ion facilitation revenue.  Further, you discuss certain
new loan products but it is not clear why these products would impact loan facilitation
revenue trends or by how much.  Please revise accordingly.  See Form 20 -F, Item 5.A.1.

Business

Our Platform and Services, page 125

8. Please refer to our prior comment 17.  Please revise note 2 to the table on page 128 to clarify
what separate fees and charges to the consumer comprise the total service fee.  Tell us your
basis for including those charges in a tota l service fee rate proportionate to the loan balance
at inception.

9. Please refer to our prior comment 40.  Please disclose the type of information and sources
you review to determine whether there have been any significant changes to market
conditions th at may indicate a material change to your original estimation of vehicle residual
value.

Principal [and Selling] Shareholders, page 158

10. We note your response to prior comment 21.  Please include a risk factor that addresses the
concentration of ownership  among your directors, officers and principal stockholders, and
consider providing such concentration on the prospectus cover page, or tell us why this
information is not material.

Consolidated Financial Statements

Note 2. Principal Accounting Policies

Note 2.4 Fair value Measurements, page F -16

11. Please refer to our prior comment 30.  It appears you relied on the appraiser to determine the
fair value of your guarantee liability in view of your disclosure that it was based on work
conducted by an independ ent appraiser.   Please tell us what consideration you gave to filing
the third party ’s consent as an exhibit to the registration statement as required by Section 7
of the Securities Act and Securities Act Rule 436 .  Refer to Securities Act Sections
Complia nce and Disclosure Interpretation Question 141.02  in your response.

Kun Dai
Uxin Limited
April 18 , 2018
Page 4

 Note 2.19. Revenue Recognition, page F -22

12. Please refer to our prior comment 35 and address the following:

 Tell us whether you have obtained a legal opinion as to whether these assets would
be considered your assets in the event of bankruptcy such that your creditors would
have claims against the loans in all relevant jurisdictions.

 We note the provision detailed in page 7 of Exhibit 10.49 that states the lending
partner (party A) may transfer creditor rights.  Tell us specifically whether your
lending partners have the right to transfer the receivables to other parties or pledge
them as collateral without your prior consent.

 Please clarify how a seller transfers title to the vehicle and who holds the title at
origination and over the life of the receivable.  That is, clarify if the seller transfers
title directly to the consumer, the lending partner or something else.

 Please clarify what it means to “obtain collateral.” Describe the process of obtaining
collateral to a vehicle and tell us what rights obtaining the collateral gives you, both
at inception and over the life of the receivable.  We note disclosure in Exhibit 10.49,
indicating that you are the only party that obtains collat eral rights, with transfer to
the lending partner occurring only upon your failure to perform under the guarantee.
Please specifically confirm whether you are the only party to hold rights to the
collateral during the life of the loan.

 Tell us whether yo u are ever considered to be a creditor of record, including when
you establish rights to the collateral or subsequent to performance under your
guarantee.  We note disclosure in Exhibit 10.49 that you and your lending partner
agree to jointly provide finan cing services for the purchase of automobiles and
related services.

 Provide additional information regarding why you believe this transaction to be a
sale leaseback transaction.

 Clarify what happens if a lending partner does not perform under their oblig ations to
fund the loan.  Disclosure on pages 18 -19 indicates you were able to accept a
substitute lending arrangement.  Tell us how this impacts your contractual
arrangements and whether you were required to obtain new contracts from the
borrower as a res ult of the change in lending entities.  If not, please explain why.
Also, it appears Annex 5, which addresses this situation, is missing from Exhibit
10.49.  Please file a revised exhibit to include such annex.

 On page 18, you disclose that when the fund ing partner failed to fund the loans, you
did not exercise any claims against the consumer borrower.  Please describe to us

Kun Dai
Uxin Limited
April 18 , 2018
Page 5

 any and all claims you are able to exercise against the borrower, both in general and
in the event the lending partner does not fund  the loan.

Note 6. Loan Recognized as a Result of Payment Under the Guarantee, page F -33

13. Please refer to our prior comment 38.  Please tell us why you do not record the difference
between the contractual amounts of these loans and the value recoverable f rom the collateral
as a loss upon settlement of your guarantee obligations.  Refer to ASC 825 -10-35-2.  Please
also explain why the additions to your allowance for loan losses are included in the
settlement of guarantee liabilities.  In this regard, any su bsequent allowance recorded on
these loans would not appear related to your guarantee liability since you have already
satisfied your obligation to perform.

Note 24. Convertible Preferred Shares, page F -49

14. Please refer to our prior comment 47.  It remain s unclear how the Series G issuances
disclosed on page II -2 relate to the number of Series G shares issued as reflected in the table
on page F -57.  Please tell us why these two disclosures do not agree.  Also, revise your table
on page F -57 to show issuanc es separately from any cancellations.

Note 25. Share Based Compensation, page F -58

15. Please refer to our prior comment 43.  As previously requested, please disclose the range of
grant date fair value used to determine the fair value of your stock option grants.

Exhibit Index, page II -6

16. We note your response to prior comment 35. Under an appropriately caption ed section in the
prospectus, please revise to describe the material terms of the Borrower Service Agreement,
Financing Leasing Series  Contracts, and Tri -party Loan Agreement . Additionally, please file
the forms of agreements or mas ter agreements as exhibits to the registration statement or tell
us why they are not material.   Refer to Item 601(b) of Regulation S -K.

General

17. We note your response to prior comment 48 where you state that you separately submitted to
the staff a copy of  the slides that the company presented to potential investors during the
testing -the-water meetings in reliance on Section  5(d) of the Securities Act.  Please note that
we have no t received the materials and will continue to monitor for the issue.

You may  contact Rebekah Lindsey , Staff Accountant, at (202) 551 -3303 , or Craig Wilson ,
Senior Assistant Chief Accountant, at (202) 551 -3226 , if you have questions regarding comments on
the financial s tatements and related matters.  Please contact Jeff Kauten, Att orney -Advisor, at (202)

Kun Dai
Uxin Limited
April 18 , 2018
Page 6

 551-3447 , or in his absence, me at (202) 551 -3673 , with any other questions.  If you require further
assistance, please contact Barbara C. Jacobs , Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies and
Services

cc:  Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561

March 7, 2018

Kun Dai
Chief Executive Officer
Uxin Limited
37/F, Tower B, Wangjing SOHO T3,
No. 10, Wangjing Street, Chaoyang District
Beijing, 100102
People's Republic of China

Re:  Uxin Limited
Draft Registration Statement on Form F-1
Submitted February 8, 2018
CIK No. 0001729173

Dear Mr. Dai :

We have reviewed your  draft  registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either s ubmitting an
amended draft registration statement or publicly filing your registration statement on EDGAR.  If
you do not believe our comments apply to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your r esponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Summary, page 1

1. You state that the prospectus contains information from an industry report commissioned by
you and prepared by iResearch. Please revise to provide the date of the report and provide us
with a copy for our review. Clearly mark the specific language in the s upporting materials
that supports each statement in the prospectus.

Overview, page 1

2. You state that you were the largest used car e -commerce platform in terms of the number of
transactions and total GMV in the first nine months of 2017.  Please revise to provide your

Kun Dai
Uxin Limited
March 7, 2018
Page 2

 ranking in the prior comparative period to provide context. You also state that your Uxin
Used Car and Uxin Auction businesses achieved market shares of 39% and 41% in terms of
GMV in the used car markets in china, respectively, in the first nine months of 2017.  Please
revise to provide the data for the same period in 2016.

Conventions That Apply to this Prospectus, page 7

3. You state that a ctive dealers  are dealers who bid for or purchase cars through your 2B
business, or dealers who list cars for sale through your 2B or 2C business in a specific
period.   Please revise to clar ify the reference to  the specific period.

4. Please clarify how you determine gross merchandise value of used car transactions. For
example, clarify if this is the gross selling price, fair value or something else.

Summary Consolidated Financial and Operat ing Data, page 10

5. You disclose a pro forma balance sheet showing the impact of your preferred stock
conversion upon IPO.  Please revise to also present pro forma earnings per share. See Rule
11-02(b)(7) of Regulation S -X.

Risk Factors

Risks Related to O ur Business and Industry

We rely on a limited number of third -party financing partners…, page 18

6. You state that you have experienced incidents in the past where your financing partners
were unable to meet their commitment to fund approved consumer auto loans after you had
prefunded the loans.  To the extent material, please revise to quantify these incidents and the
impact on your revenues. Additionally, in an appro priate section, please revise to discuss
how you have sought to mitigate such occurrences in the future.

7. You state that, a s of September  30, 2017, almost all of the funding for consumer auto loans
facilitated through your platform was provided by your thi rd-party financing partners, and a
majority of the funding was provided by one of the three financing partners .  Please revise to
disclose the percentage of funding each of the three financing partners are responsible for.
Additionally, p lease revise to d isclose the revenue attributable to each financing partner that
contributes 10% or more to your loan facilitation services revenues and/or total revenues for
each period presented.   In this regard, we note that r evenues generated from your loan
facilitatio n services accounted for 38.1% and 48.3% of your total revenues in 2016 and the
nine months ended September  30, 2017, respectively.  Where applicable, please revise to
discuss the material te rms of your agreements with the  financing partners, including the term
of the agreements and related material termination provisions, and file the agreements as

Kun Dai
Uxin Limited
March 7, 2018
Page 3

 exhibits to your registration statement or tell us why this is not material.  Refer to Item 4.B.6
and Instruction 4 (a)(ii) to Item 19 of Form 20 -F.

We have be en and continue to be subject to intellectual property infringement…, page 29

8. You state that you  have been  subject to intellectual property infringement claims  in the past .
To the extent material, p lease revise to briefly describe the underlying claims and any
impact on your results of operations and financial operations.

Risks Related to Our ADSs and This Offering

We are an emerging growth company …, page 60

9. Please revise your disclosure to also  state that as a result of your election to take advantage
of the extended transition period for new or revised accounting pronouncements, your
financial statements may not be comparable to companies that comply with public company
effective dates.

Manage ment’s Discussion and Analysis  of Financial Condition and Results of Operations

Specific Factors Affecting Our Results of Operations , page 88

10. Please revise to disclose the comparative prior year information for your average take rate,
attach rate of used  car loan facilitation services and average service fee rate.  Revised
disclosure should also address disclosures required by Form 20 -F, Part I, Item 5.D.

Key Components of Results of Operations

Results of Operations, page 94

11. Throughout your discussion of results  of operations  you show material changes and trends
for the  comparative period s ended September 30, 2016 and 2017.  We note fo r example ,
material changes in  gross profit and sales and marketing expenses.  In this regard, tell us how
you considered  providing gross profit by main business line (i.e. 2B, 2C facilitation and 2C
lending) and discuss how changes in the mix of revenues impacts gross profit for the
reported periods.  Please revise to identify the most significant recent trends that are
reasonably likely to have material effect on results of operations, profitability, liquidity or
capital resources, or that  would cause reported financial information not necessarily to be
indicative of future operating results or financial condition.  See For m 20 -F, Part I, Item 5D.

Revenues, page 95

12. To provide an indication of the magnitude that changes in pricing have had on your results
of operations, please disclose the transaction facilitation service take rate for each period

Kun Dai
Uxin Limited
March 7, 2018
Page 4

 presented for your 2C busi ness, and discuss the impact that changes in this rate have had on
your revenues.  Refer to Section III.D of Release No. 33 -6835.  Similarly, please provide the
average revenue per transaction for your loan facilitation services  for each period presented ,
and discuss the reasons for any material changes in this rate during the reported periods.

Contractual Obligations, page 101

13. You state that your  operating lease commitments relate to your leases of offices, which are
under non -cancellable operating lease agreements.  Please tell us whether these include your
nationwide service network comprising more than 950 service centers and 7 transaction
centers across more than 260 cities in China .

Business

Our Strengths, page 121

14. Please revise to present comparative information for each measure presented for all periods
presented, including but not limited to the number of active dealers, the attach rate of used
car loan facilitation services, the average take rate, approximate number of cars listed on
your platform, market share percentages, etc.

Superior transaction experience, page 122

15. You state that f or individual customers of your 2C business,  you provide a 30 -day return
policy.  Please revise to clarify what happens to the cars upon return. For examp le, please
clarify whether you return the cars to the sellers or keep them as part of your inventory .
Where applicable, and to the extent material, please revise to quantify the number of cars
returned under this policy and the impact on your results of op erations and financial
conditions for the periods presented.

Our Platform and Services, page 125

16. You state that Uxin Used Car had 14 million MAUs for the period ended September 30,
2017.  Please revise to provide your MAUs in for the comparative period t o provide context.

17. To provide appropriate context to the range of service fee rate disclosed on page 127, please
also provide the average service fee rates for the reported periods included in your filing.
We note that you disclose a range here of appr oximately 5% - 16%; however, your
disclosure on page 88 indicates that the average rate for the period ended September 30,
2017 is only 5.6%.

Guarantee Risk Control, page 128

18. Please clarify how your systems are integrated with your financing partners and disclose you
receive information from them.

Kun Dai
Uxin Limited
March 7, 2018
Page 5

 Check Auto inspection system , page 133

19. You state that you have licensed your Check Auto system to several top car manufacturers
for thei r own car inspection needs. Please revise to discuss the material terms of the license
agreement and file the license agreements as exhibits to the registration statement or tell us
why this is not material.

Sunny risk control system , page 134

20. You state that your Sunny risk control system gathers data from loan applicants and
financing partners online to track a number of metrics related to your guarantee risk
exposure. Please revise to discuss the metrics management uses. Also clarify whether
management uses any metrics to measure the changes in the overall credit risk of the
portfolio of loans. For example, please tell us whether management utilizes non -performing
loan amounts, “watch lists” of troubled but performing assets, internal or extern al credit/risk
ratings, and/or loan -to-value or first loss ratios.

Principal [and Selling] Shareholders, page 157

21. We note that your existing officers, directors and principal stockholders currently own a
significant portion of your ordinary shares .  Please clarify whether the company will be a
“controlled company” under the definition of the applicable stock exchange after the
offering and provide appropriate disclosure on the prospectus cover page, prospectus
summary and risk factors to the extent approp riate.

22. You state that your principal shareholder s are those who beneficially own more than 5% of
your ordinary shares. Item 7.A.1 of Form 20 -F requires information for shareholders who
are beneficial owners of 5% or more of each class of the voting securi ties. Please revise
accordingly. To the extent there are principal shareholders who beneficially own 5% of your
ordinary shares and who are not currently disclosed, please revise to include them.

23. We refer to your disclosure on page 151.   Please revise t o provide the remaining disclosure
required by Item 7.A. of Form 20 -F, including whether any significant change in the percent
ownership held by any of your major shareholder has occurred in the past three years, and
whether the major shareholders have dif ferent voting rights, or provide an appropriate
negative statement.

Related Party Transactions, page 161

24. We refer to the loan agreement between Youxinpai and Kun Dai  discussed on page 78.
Please revise to provide the date of the loan agreement and revise in this section to provide
the material terms of the loan agreement .  Refer to Item 7.B.2 of Form 20 -F.

Kun Dai
Uxin Limited
March 7, 2018
Page 6

 25. You state on page 172 that, on April 18, 2016, you issued 1,9 98,552 restricted shares to Xin
Gao Group Limited. Please revise your table on page II -2 to include this issuance or advise.

Taxation, page 188

26. We note that you intend to file the opinion of Maples and Calder (Hong Kong) LLP
regarding certain Cayman Isl ands tax matters and the opinion of Jun He LLP  regarding
certain PRC tax matters as Exhibits 8.1 and 8.2, respectively.   Please revise to clearly
identify each material tax consequence being opined upon and identify the tax counsel s. For
guidance, refer to  Section III of Staff Legal Bulletin No. 19.

Underwriting

Relationships, page 198

27. You state that you may have engaged certain of the underwriters and their respective
affiliates in a variety of activities.  If any of the underwriters has had a material relationship
with you, please revise to identify the underwriter(s) and describe the nature and terms of
the relationship. Refer to Item 9.B. of Form 20 -F.

Consolidated Financial Statements

Consolidated Statements of Comprehensive Loss, page F -5

28. We note  your discussion on page 95 of the disparate gross margins between loan and
transaction facilitation revenues causing a near tripling of the gross margin percentage over
the nine months comparative periods ended September 30, 2016 and 2017.  Tell us what
consideration you gave to presenting separate loan and transaction facilitation costs of
revenues in the Consolidated Statements of Comprehensive Loss and related MD&A to
address separate costs and gross margins.

Note 2. Principal Accounting Policies

Note  2.2 Basis of Consolidation,

Variable Interest Entities, page F -11

29. Please revise to provide qualitative information about the nature, purpose and activities of
your VIEs.  Refer to ASC 810 -10-50-12(d).

Note 2.4 Fair value Measurements, page F -15

30. Please describe for us the nature and extent of the third party appraiser’s involvement in the
determination of the fair value of the guarantee liability at inception.  Refer to Question

Kun Dai
Uxin Limited
March 7, 2018
Page 7

 141.02 of our Compliance and Disclosure Interpretations related to Se curities Act filings at
http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm for guidance.

Note 2.7 Restricted Cash and Short -term Investments, page F -17

31. Please revise to disclose the nature of terms and restrictions on cash and short -term
investm ents, for example, quantify the fixed percentage rate required to support the loans
outstanding. See ASC 230 -10-50-7. In addition, revise your Liquidity and Capital Resources
discussion on page 98 to provide the disclosures required by Form 20 -F, Part I, I tem
5.B.1(b).

Note 2.19.  Revenue Recognition

32. You disclose on page 126 that every Uxin Certified listing carries a 30 -day return policy.
Please tell us how you have considered this return policy in determining the transaction
price in these arrangements .  Refer to ASC 606 -10-32-5 through 32 -9.

33. Please disclose the methods, inputs and assumptions used to allocate the transaction service
fee charged to the car dealer to the identified performance obligations.  Refer to ASC 606 -
10-50-20c.

34. You disclose on page 127 that borrowers may elect to return the used cars instead of paying
a final bullet payment at maturity under certain types of loan contracts.  Please clarify who
the borrower returns the car to and what happens if they make this ele ction.  Please also tell
us how you account for this right .

Loan Facilitation Revenue, page F -23

35. You disclose on page F -18 that when you facilitate a loan, you advance funds to the
borrower for the purposes of recording the collateral, the funding partner has a legal
obligation to provide these funds to you, and on page 127 that you may fund the loans if the
funding partner does not.  You also state on page 128 that you are obligated to repurchase a
loan from your funding partner upon qualifying def ault.  Please address the following:

 Tell us why these loans are not reflected on y