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
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
FirstName LastNameFeng Lin
impact the company s ability to conduct its business, accept foreign
investment or list on a
Comapany NameUxin
U.S./foreign Ltd
exchange. Discuss the related risks and consequences here
and in your risk
factors.
November 30, 2022 Page 2
FirstName LastName
Feng Lin
FirstName
Uxin Ltd LastNameFeng Lin
Comapany 30,
November NameUxin
2022 Ltd
November
Page 3 30, 2022 Page 3
FirstName LastName
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.