UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

20-F

(MarkOne)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from April 1, 2024 to December 31, 2024

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date

of event requiring this shell company report

Commission

file number: 001-38527

Uxin Limited
(Exact<br> name of Registrant as specified in its charter)
N/A
(Translation<br> of Registrant’s name into English)
Cayman Islands
(Jurisdiction<br> of incorporation or organization)
21/F, Donghuang Building,<br><br> <br>No. 16 Guangshun South Avenue<br><br> <br>Chaoyang District,<br><br> <br>Beijing 100102<br><br> <br>People’s Republic of China
(Address<br> of principal executive offices)
Feng Lin, Chief Financial Officer<br><br> <br>Telephone: +86 10 5691-6765<br><br> <br>Email: ir@xin.com<br><br> <br>21/F, Donghuang Building,<br><br> <br>No. 16 Guangshun South Avenue<br><br> <br>Chaoyang District,<br><br> <br>Beijing 100102<br><br> <br>People’s Republic of China
(Name,<br> Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
American<br> depositary shares (one American depositary share representing 300 Class A ordinary shares, par value US$0.0001 per share)	UXIN	The<br> Nasdaq Stock Market LLC<br><br> (The Nasdaq Global Select Market)
Class<br> A ordinary shares, par value US$0.0001 per share^*^	-	The<br> Nasdaq Stock Market LLC<br><br> (The Nasdaq Global Select Market)
*	Not<br> for trading, but only in connection with the listing on The Nasdaq Global Select Market of American depositary shares.
---	---

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None
(Title<br> of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None
(Title<br> of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the transition report.

56,355,023,539

Class A ordinary shares (excluding the 7,393,491 Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Amended and Restated Plan), and 40,809,861 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2024.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes

☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐	Non-accelerated<br> filer ☒	Emerging<br> growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International<br> Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other<br> ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐<br> Item 17	☐<br> Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes

☐ No ☐

TABLE

OF CONTENTS

INTRODUCTION		1
EXPLANATORY<br> NOTE REGARDING THE CHANGE IN FISCAL YEAR END		2
FORWARD-LOOKING<br> INFORMATION		3
PART<br> I		4
Item<br> 1.	Identity<br> of Directors, Senior Management and Advisers	4
Item<br> 2.	Offer<br> Statistics and Expected Timetable	4
Item<br> 3.	Key<br> Information	4
Item<br> 4.	Information<br> on the Company	63
Item<br> 4A.	Unresolved Staff Comments	99
Item<br> 5.	Operating and Financial Review and Prospects	99
Item<br> 6.	Directors, Senior Management and Employees	117
Item<br> 7.	Major Shareholders and Related Party Transactions	126
Item<br> 8.	Financial Information	129
Item<br> 9.	The Offer and Listing	131
Item<br> 10.	Additional Information	131
Item<br> 11.	Quantitative and Qualitative Disclosures about Market Risk	147
Item<br> 12.	Description of Securities Other than Equity Securities	148
PART II		150
Item<br> 13.	Defaults, Dividend Arrearages and Delinquencies	150
Item<br> 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	150
Item<br> 15.	Controls and Procedures	150
Item<br> 16.	[RESERVED]	151
Item<br> 16A.	Audit Committee Financial Expert	151
Item<br> 16B.	Code of Ethics	151
Item<br> 16C.	Principal Accountant Fees and Services	151
Item<br> 16D.	Exemptions from the Listing Standards for Audit Committees	152
Item<br> 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	152
Item<br> 16F.	Change in Registrant’s Certifying Accountant	152
Item<br> 16G.	Corporate Governance	152
Item<br> 16H.	Mine Safety Disclosure	153
Item<br> 16I.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections	153
Item.<br> 16J.	Insider Trading Policies	153
Item<br> 16K.	Cybersecurity	154
PART III		155
Item<br> 17.	Financial Statements	155
Item<br> 18.	Financial Statements	155
Item<br> 19.	Exhibits	155
SIGNATURES		163

| i |

| --- |

INTRODUCTION

Unless otherwise indicated or the context otherwise requires:

●	we<br> changed our fiscal year end from March 31 to December 31 in November 2024, effective from the calendar year ended December 31, 2024.<br> This transition report on Form 20-F covers the nine-month period from April 1, 2024 through December 31, 2024 (the “Transition<br> Period”) and reflects our financial results thereof. Unless otherwise noted, all references to years are to the calendar year<br> from January 1 to December 31 and references to our fiscal year or years are to the fiscal year or years which, prior to the Transition<br> Period, ended March 31, and from and after the Transition Period, ended December 31. For the avoidance of doubt, “fiscal year<br> of 2023” refer to the year ended March 31, 2023, and “fiscal year of 2024” refer to the year ended March 31, 2024;
●	“ADSs”<br> refer to the American depositary shares, each of which represents 300 Class A ordinary shares, par value US$0.0001 each;
●	“former<br> VIEs” refer to the former variable interest entities that have become our wholly owned subsidiaries after the Restructuring,<br> which are Youxin Internet (Beijing) Information Technology Co., Ltd., and Youxin Yishouche (Beijing) Information Technology Co.,<br> Ltd.;
●	“GMV”<br> refer to gross merchandise value of used cars as measured by gross selling price of used cars, excluding service fees and interests<br> (if any) charged;
●	“Jiancebao<br> (检测宝)” refer to our proprietary car inspection system;
●	“NPS”<br> refer to net percentages of promoters for our products and services (those who are willing to keep buying and refer us to others)<br> against detractors (those who are not satisfied with and complain about our offerings);
●	“ordinary<br> shares” refer to our Class A and Class B ordinary shares, par value US$0.0001 per share;
●	“senior<br> convertible preferred shares” refer to our senior convertible preferred shares, which can be convertible into our Class A ordinary<br> shares at the currently applicable conversion price, par value US$0.0001; on March 27, 2024, all of the Company’s then issued<br> and outstanding senior convertible preferred shares were converted into Class A ordinary shares;
●	“RMB”<br> and “Renminbi” refer to the legal currency of China, which is our reporting currency;
●	“shares”<br> refer to our ordinary shares and, where applicable, our senior convertible preferred shares, par value US$0.0001 per share;
●	“US$,”<br> “U.S. dollars,” “$,” and “dollars” refer to the legal currency of the United States;
●	“Uxin”<br> or “our platform” refer to our platform primarily for buying and selling used cars, which primarily consists of vehicle<br> sales businesses under our inventory-owning model for the fiscal year of 2021 and afterwards;
●	“our<br> WFOEs” refer to our wholly-owned subsidiaries in China;
●	“Restructuring”<br> refers to a series of restructuring transactions in March 2022 to terminate the historical contractual arrangements with the former<br> VIEs, which have become our wholly-owned subsidiaries; and
●	“we,”<br> “us,” “our company,” the “Company” and “our” refer to Uxin Limited, our Cayman Islands<br> holding company, and its subsidiaries.

On October 12, 2022, Uxin Limited announced a change in ADS to Class A ordinary share ratio from each ADS representing three Class A ordinary shares to each ADS representing 30 Class A ordinary shares, effective from October 28, 2022, or the 2022 ADS Ratio Change. On December 29, 2023, Uxin Limited announced a further change in ADS to Class A ordinary share ratio from each ADS representing 30 Class A ordinary shares to each ADS representing 300 Class A ordinary shares, effective from January 16, 2024 (the “2023 ADS Ratio Change,” and together with the 2022 ADS Ratio Change, the “ADS Ratio Changes”). The ADS Ratio Changes have been reflected retroactively throughout this transition report.

Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this transition report were made at a rate of RMB7.2993 to US$1.00, the exchange rate on as of December 31, 2024 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all.

| 1 |

| --- |

Explanatory

Note Regarding the Change in Fiscal Year End

On November 25, 2024, the board of directors of Uxin Limited approved a change of fiscal year end from March 31 to December 31. The primary purpose of this change is to streamline the Company’s financial reporting with global standards and align with industry practices, enhancing comparability with peers. This adjustment also allows the Company to better synchronize operational planning and reporting cycles with market trends and customer demands, ensuring more effective communication with stakeholders and investors. As a result of the change of fiscal year end, we are required to file this transition report on Form 20-F for the nine-month transition period from April 1, 2024 to December 31, 2024. After filing this transition report, our next full fiscal year will be the fiscal year ended December 31, 2025. Unless otherwise noted, all references to “fiscal year” in this transition report refer to the fiscal year which, prior to the Transition Period, ended on March 31. Our audited consolidated financial statements for the transition period from April 1, 2024 to December 31, 2024 are included in this transition report.

| 2 |

| --- |

FORWARD-LOOKING

INFORMATION

This transition report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to, among other things:

●	our<br> goals and strategies;
●	our<br> ability to provide customers with high-quality used cars and other related products;
●	our<br> ability to provide quality services and compete effectively;
●	our<br> ability to effectively manage risks, including credit risks and fraud risks;
●	our<br> future business development, financial condition and results of operations;
●	expected<br> changes in our revenues, costs, expenses or expenditures;
●	the<br> expected growth of, and trends in, the market for our services;
●	our<br> expectations regarding demand for and market acceptance of our services;
●	competition<br> in our industry;
●	relevant<br> government policies and regulations relating to our industry;
●	public<br> health crisis, such as the COVID-19 pandemic, MERS, SARS, H1N1 flu, H7N9 flu, and avian flu; and
●	general<br> economic and business conditions in China and globally.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3. Key Information—D. Risk Factors.” Those risks are not exhaustive. We operate in an evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. You should read this transition report and the documents that we reference in this transition report completely and with the understanding that our actual future results may be materially different from what we expect.

| 3 |

| --- |

PART

Item 1.	Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.	Offer Statistics and Expected Timetable

Not applicable.

Item 3.	Key Information

OurHolding 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 transition 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 in accordance with Accounting Standards Condition topic 810 under Financial Accounting Standards Board (“FASB ASC 810”). Accordingly, we have consolidated the financial results of 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. 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 transition report, “we,” “us,” “our company,” or “our” refers to Uxin Limited and its subsidiaries. Investors in our ADSs are not purchasing equity interest in our subsidiaries or the former VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands, Uxin Limited.

| 4 |

| --- |

The following diagram illustrates our corporate structure, including our principal subsidiaries as of the date of this transition report on Form 20-F:

Historically, we, through Yougu and Youxinpai, were subject to a series of contractual arrangements with former VIEs and the shareholders of the former VIEs until March 31, 2022. 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 direct the activities of and derive economic benefits from the former VIEs, were effectively terminated. As a result of the Restructuring, the former VIEs have become our wholly owned subsidiaries and we currently operate our business in China directly through our subsidiaries, rather than through any variable interest entity. See “Item 4. Information on the Company—C. Organizational Structure—Historical Contractual Agreements with the Former VIEs and Their Respective Shareholders and the Related Termination Agreements.” However, prior to the Restructuring, our historical contractual arrangements may not be as effective as direct ownership in providing us with control over the former VIEs and the termination of these agreements may incur additional costs. There were and may also be substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to our historical contractual arrangements with the former VIEs and their shareholders. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide. If we or any of the former VIEs is found to be or had been in violation of any existing or future PRC laws or regulations, or fail or had failed to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “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 did not, or that our holding company structure do not, comply with PRC laws and regulations, or if these regulations change or are interpreted differently in the future, our shares and/or ADSs may decline in value or become worthless.”

| 5 |

| --- |

Our corporate structure 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 that our holding company structure do not, comply with PRC laws and regulations, 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 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 did not, or that our holding company structure do not, comply with PRC laws and regulations, or if these regulations change or are interpreted differently in the future, our shares and/or ADSs may decline in value or become worthless.”

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, in recent years, 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. For example, On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and relevant five supporting guidelines, together as the New Overseas Listing Rules, which became effective on March 31, 2023. According to the New Overseas Listing Rules, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to complete the filing procedure with the CSRC and report relevant information. In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Overseas Listing Trial Measures. We have been closely monitoring regulatory developments in China regarding any necessary approvals, filings or reports from the CSRC, and we will take any and all actions necessary to complete the filing with the CSRC if required. 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 any future offshore securities 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 did not, or that our holding company structure do not, comply with PRC laws and regulations, or if these regulations change or are interpreted differently in the future, our shares and/or ADSs may decline in value or become worthless.” 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.”

| 6 |

| --- |

PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations, including data security or anti-monopoly related regulations, in this nature may cause the value of such securities to significantly decline or be of little or no value. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.”

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.”

As of the date of this transition report, 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 our ability to conduct business, accept foreign investment, or continue to list on a United States stock exchange.

PermissionsRequired from the PRC Authorities

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. In the opinion of Beijing DOCVIT Law Firm, our counsel as to certain PRC legal matters, our PRC subsidiaries have obtained all requisite permissions and approvals from the PRC government authorities that are required for the business operations of our PRC subsidiaries, namely (i) Registrations for Used Car Dealers, and (ii) 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
Registrations<br> for Used Car Dealers	Youxin<br> (Anhui) Industrial Investment Group Co., Ltd.	The<br> Administrative Department of Commerce of Anhui Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Hefei<br> Youxi Used Car Market Management Co., Ltd.	The<br> Administrative Department of Commerce of Anhui Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Youxin<br> (Ningbo) Information Technology Co., Ltd.	The<br> Administrative Department of Commerce of Anhui Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Youxin<br> (Hefei) Automobile Intelligent Remanufacturing Co., Ltd.	The<br> Administrative Department of Commerce of Anhui Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Beijing<br> Youxin Youtu Information Technology Co., Ltd.	The<br> Administrative Department of Commerce of Beijing of the People’s Republic of China
Registrations<br> for Used Car Dealers	Youxin<br> (Zhengzhou) Automobile Intelligent Remanufacturing Co., Ltd.	The<br> Administrative Department of Commerce of Henan Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Youtang<br> (Shaanxi) Information Technology Co., Ltd.	The<br> Administrative Department of Commerce of Shaanxi Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Xi’an<br> Yousheng Automobile Sales Service Co., Ltd.	The<br> Administrative Department of Commerce of Shaanxi Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Youxin<br> (Shaanxi) Information Technology Group Co., Ltd.	The<br> Administrative Department of Commerce of Shaanxi Province of the People’s Republic of China
Registrations<br> for Used Car Dealers	Wuhan<br> Youxin Intelligent Remanufacturing Co., Ltd.	The<br> Administrative Department of Commerce of Shaanxi Province of the People’s Republic of China
Registrations<br> for Vehicle Maintenance and Repair	Hefei<br> Youxin Automobile Maintenance Co., Ltd.	The<br> Administrative Department of Commerce of Anhui Province of the People’s Republic of China
Registrations<br> for Vehicle Maintenance and Repair	Youcheng<br> (Shaanxi) Vehicle Maintenance Co., Ltd.	The<br> Administrative Department of Commerce of Shaanxi Province of the People’s Republic of China

| 7 |

| --- |

Except for the permissions or approvals listed above that we have obtained, we, our PRC subsidiaries and the former VIEs, have not been required to apply for or obtain any other permission or approval from any PRC government authority with respect to the operation of our business, nor have we been denied for or dismissed by any government authority of any application of permissions or approvals that are necessary to the operations of our business. 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. If we and our PRC subsidiaries (i) do not receive or maintain any necessary permissions or approvals from PRC authorities to operate business or offer securities, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, we cannot assure you that we will be able to obtain the necessary permissions or approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of the required licenses, significantly limit or completely hinder our ability to continue to offer securities to investors, and cause the value of such securities to significantly decline or be worthless. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Failure to obtain certain filings, approvals, licenses, permits and certificates required for our business operations may materially and adversely affect our business, financial condition and results of operations.”

The PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and relevant five supporting guidelines, together as the New Overseas Listing Rules, which became effective on March 31, 2023. According to the New Overseas Listing Rules, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to complete the filing procedure with the CSRC and report relevant information. In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Overseas Listing Trial Measures. The New Overseas Listing Rules laid out the regulatory filing requirements for both direct and indirect overseas listings and clarify the determination criteria for indirect overseas listing in overseas markets. For more detailed information, see “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 any future offshore securities offering, or a rescission of obtained approval, would subject us to sanctions imposed by the CSRC or other PRC government authorities.” In the opinion of Beijing DOCVIT Law Firm, our counsel as to certain PRC legal matters, pursuant to the New Overseas Listing Rules which became effective on March 31, 2023: (i) in connection with our historical issuance of securities to foreign investors, neither we nor our PRC subsidiaries or the former VIEs are required to obtain any prior permissions or approvals from the CSRC, and (ii) should we decide to issue additional equity or equity-linked securities for listing overseas in the future, we are not required to obtain any permissions or approvals from any PRC government authorities, except for the requisite filing with the CSRC in connection with such issuance. In the opinion of Beijing DOCVIT Law Firm, our counsel as to certain PRC legal matters, 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. On March 26, 2024, we and Xin Gao Group Limited (“Xin Gao”) entered into a share subscription agreement, pursuant to which we issued 1,440,922,190 senior convertible preferred shares to Xin Gao for a total consideration of US$7.0 million. In addition, on November 4, 2024, we entered into a share subscription agreement with Lightwind Global Limited (“Lightwind”), an indirect wholly-owned subsidiary of Dida Inc. (“Dida”), pursuant to which Lightwind 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. On March 4, 2025, we entered into certain definitive agreements with Fame Dragon, 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. The closings of the subscription are subject to customary closing conditions. The parties entered into the definitive agreements following the Fame Dragon’s acquisition and assumption of NC Fund’s rights and obligations under the previously announced binding term sheet entered into on March 18, 2024 among NC Fund, Xin Gao Group Limited and us. As of the date of this transition report, we have received US$19.0 million and issued 3,911,092,516 Class A Ordinary Shares to Fame Dragon and entities designated by it. Based on the arrangement with NIO Capital, we expect to complete the closing of the remaining subscription at the consideration of US$8.8 million no later than June 30, 2025. We have submitted the necessary filings to the CSRC for the issuance of senior convertible preferred shares to Xin Gao as well as Class A ordinary shares to Dida and Fame Dragon. For more information about the issuance of senior convertible preferred shares to Xin Gao as well as issuance of class A ordinary shares to Dida and Fame Dragon, see “Item 4. Information on the Company—A. History and Development of the Company.”

| 8 |

| --- |

Additionally, in the opinion of Beijing DOCVIT Law Firm, our counsel as to certain PRC legal matters, we are not required to file any application for the cybersecurity review by CAC for our historical issuance of securities to foreign investors on the grounds that: (i) the relevant regulations do not require network platform operators holding personal information of over one million users to file a supplementary application of cybersecurity review for their historical issuance of securities to foreign investors that occurred before such regulations became effective; and (ii) our securities have already been listed on the Nasdaq Global Select Market before such regulations became effective. Thus, Beijing DOCVIT Law Firm does not expect that, as of the date of this transition report, we are required to file an application for the cybersecurity review by CAC for our historical issuance of securities to foreign investors. Furthermore, in the opinion of Beijing DOCVIT Law Firm, neither we nor our subsidiaries or the former VIEs are required to obtain prior permissions or approvals from the PRC government authorities. Lastly, as of the date of this transition report, neither we nor our PRC subsidiaries or the former VIEs have received or were denied any permissions or approvals by the CSRC, the CAC or any other PRC government authorities relating to our historical issuance of securities to foreign investors.

TheHolding Foreign Companies Accountable Act

Pursuant to the Holding Foreign Companies Accountable Act, which was enacted on December 18, 2020 and further amended by the Consolidated Appropriations Act, 2023 signed into law on December 29, 2022, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, 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. Trading in our securities on U.S. markets, including Nasdaq Global Select Market, will be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong (the “2021 Determinations”), including our auditor. 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. On 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, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and investigations regarding registered accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections going forward. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely registered accounting firms based in the mainland China and Hong Kong. The possibility of being a Commission-Identified Issuer and risk of delisting could continue to adversely affect the trading price of our securities. If the PCAOB determines in the future that it no longer has full access to completely inspect and investigate registered accounting firms headquartered in mainland China and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB, in prior years, was unable to completely inspect and investigate registered independent accounting firms in mainland China and Hong Kong, which includes our auditor. The inability of the PCAOB to conduct inspections over our auditor has deprived our investors of the benefits of such inspections in prior years and may continue to deprive investors of such benefits in the future should the PCAOB not continue to have the ability to completely inspect and investigate registered accounting firms in China” 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 if the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

| 9 |

| --- |

Cashand Asset Flows through Our Organization

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 fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, Uxin Limited and its subsidiaries incorporated in the Cayman Islands, British Virgin Islands and Hong Kong did not make any capital contribution or loans to our PRC subsidiaries or the former VIEs, except that (i) Xin HK Limited made capital contributions of RMB116.4 million, RMB131.9 million and RMB2.1 million (US$0.3 million), respectively, to Youxin (Hefei) Automobile Intelligent Remanufacturing Co., Ltd., or Uxin Hefei, in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, and capital contributions of RMB34.5 million, RMB65.7 million and nil, respectively, to Youtang (Shaanxi) Information Technology Co., Ltd. in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024; (ii) UcarShow HK Limited made capital contributions of RMB3.5 million and RMB2.1 million (US$0.3 million) to Youfang (Beijing) Information Technology Co., Ltd. in the nine months ended December 31, 2024; and (iii) UcarBuy HK Limited made capital contributions of RMB71.4 million (US$9.8 million) to Youxin (Anhui) Industrial Investment Group Co., Ltd., or Uxin Anhui, in the nine months ended December 31, 2024. 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.

| 10 |

| --- |

There were no direct transfer of assets, dividends or distributions made between Uxin Limited, the former VIEs and our PRC subsidiaries and no direct transfer of cash or other assets, dividends or distributions made to U.S. investors for the fiscal years ended March 31, 2023 and 2024 and the and the nine months ended December 31, 2024. See “Item 4.A. History and Development of the Company—Divestitures of Our Loan Facilitation, Salvage Car and 2B Businesses.” 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 did not, or that our holding company structure do not, comply with PRC laws and regulations, or if these regulations change or are interpreted differently in the future, our shares and/or ADSs may decline in value or become worthless.”

There were no other transfer 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 fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024. 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 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 the PRC due to interventions in or the imposition of restrictions and limitations on the ability of us, our subsidiaries and the former VIEs to transfer cash or assets. 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 or assets. In view of the foregoing, to the extent cash in our business is held in mainland China or by a mainland China entity, such cash may not be available to fund operations or for other use outside of mainland China. As of the date of this transition report, we are not aware of 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 the ability of us, our PRC subsidiaries and the former VIEs to transfer cash or assets. There is no assurance the PRC government will not intervene in or impose restrictions on us and our subsidiaries to transfer cash or assets. Although currently we are not aware of 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.

Our Mainland China and Hong Kong subsidiaries and the former VIEs have incurred cumulative losses since inception. We have no current intention to pay dividends to shareholders. Additionally, we have no intention to distribute earnings and our PRC subsidiaries have settled amounts with the former VIEs under the historical VIE agreements.

We have established stringent cash management policies and procedures for cash flows within our organization. This policy is formulated and implemented based on our business needs and internal management procedures in accordance with applicable laws and regulations. Our cash management program is centralized within our funds and payment center. Funds are deployed to each operating entity based on the budget and operating conditions of each operating entity. The funds and payment center is responsible for the centralized management of cash inflows and outflows of our operating entities. Each cash requirement, after raised by an operating entity, is required to go through a review process by our funds and payment center. We will allocate the cash to the operating entity after the application for cash requirement is approved by the funds and payment center.

| 11 |

| --- |

For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid in Mainland China and Hong Kong, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future:


Hypothetical pre-tax<br> earnings^(2)^	100.0	%
Tax on<br> earnings at statutory rate of 25%^(3)^	(25.0	)%
Net earnings available for distribution	75.0	%
Withholding<br> tax at standard rate of 10%^(4)^	(7.5	)%
Net distribution to Parent/Shareholders	67.5	%

Notes:

(1)	For<br> purposes of this example, the tax calculation has been simplified.
(2)	The<br> hypothetical pre-tax earnings are assumed to equal taxable income in China, without considering timing differences.
(3)	One<br> of our subsidiaries in Mainland China qualifies for a 15% preferential income tax rate from 2020 to 2025. However, such rate is subject<br> to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of<br> this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
(4)	The<br> PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise to<br> its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the foreign-invested enterprise’s<br> immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject<br> to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum<br> tax scenario under which the full withholding tax would be applied.

If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our WFOEs are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries and the former VIEs in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our subsidiaries and the former VIEs may allocate a portion of their after-tax profits based on PRC accounting standards to discretionary surplus funds at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Some of our PRC subsidiaries will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. For restrictions and limitations on our ability to distribute earnings from our businesses, including subsidiaries and the former VIEs, to our Company and investors as well as the ability to settle amounts owed under historical VIE agreements, 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.”

A.	[Reserved]
B.	Capitalization and Indebtedness
---	---

Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

| 12 |

---
---	---

Summaryof Risk Factors

Investing in the ADSs involves significant risks. You should carefully consider all of the information in this transition report before making an investment in the ADSs. Below please find a summary of the principal risks we face, organized under relevant headings.

RisksRelated to Our Business and Industry

Risks and uncertainties related to our business and industry include, but are not limited to, the following:

●	If<br> we fail to provide a differentiated and superior customer experience, the size of our customer base and the number of transactions<br> on our platform could decline, and our business would be materially and adversely affected;
●	Failure<br> to maintain or enhance customer trust in us could damage our reputation, reduce or slowdown the growth of our customer base, which<br> could harm our business, financial condition and results of operations;
●	We<br> face intense competition, which may lead to loss of market share, reduced service fees and revenue, increased expenses, departures<br> of qualified employees, and disputes with competitors;
●	We<br> are not profitable and have negative cash flows from operations, which may continue in the future;
●	If<br> we are unable to effectively manage our growth or implement our business strategies, our business, results of operations and financial<br> condition may be materially and adversely affected;
●	Failure<br> to acquire attractive inventory, whether due to supply, competition, or other factors, may have a material adverse effect on our<br> business, sales, and results of operations;
●	Failure<br> to expeditiously sell our inventory could have a material adverse effect on our business, sales, and results of operations;
●	We<br> work with third-party service providers and business partners. Actions of third parties are outside of our control and could materially<br> and adversely affect our reputation, business, financial condition and results of operations;
●	We<br> rely, in part, on our marketing efforts for customer acquisition and achieving higher level of brand recognition. If we fail to conduct<br> our marketing activities effectively and efficiently, our business could be harmed;
●	Our<br> business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating<br> to privacy and cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business and<br> prospects; and
●	Negative<br> media coverage related to our business, regardless of its validity, could adversely affect our business, financial position and results<br> of operations.

RisksRelated to Our Corporate Structure

Risks and uncertainties related to our corporate structure include, but are not limited to, the following:

●	If<br> the PRC government determines that the historical contractual arrangements with the former VIEs did not, or that our holding company<br> structure do not, comply with PRC laws and regulations, or if these regulations change or are interpreted differently in the future,<br> our shares and/or ADSs may decline in value or become worthless.

| 13 |

| --- |

RisksRelated to Doing Business in China

Risks and uncertainties related to doing business in China include, but are not limited to, the following:

●	Changes<br> in China’s economic, political or social conditions or government policies could have a material adverse effect on our business<br> and operations;
●	The<br> approval and/or other requirements of the CSRC, the CAC, or other PRC governmental authorities may be required in connection with<br> an offering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to<br> obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or delay in obtaining<br> such approval for any future offshore securities offering, or a rescission of obtained approval, would subject us to sanctions imposed<br> by the CSRC or other PRC government authorities. As of the date of this transition report, we have not received any inquiry or notice<br> or any objection in connection with our historical issuance of securities to foreign investors from the CSRC, the CAC or any other<br> PRC governmental authorities that have jurisdiction over our operations. However, given the current regulatory environment in the<br> PRC, there remains uncertainty regarding the interpretation and enforcement of PRC laws, which can change quickly and subject to<br> any future actions within the discretion of PRC authorities;
●	The<br> PRC government has significant oversight over our business operations in China, and may intervene in or influence our operations<br> at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which<br> could result in a material change in our operations and/or the value of our securities. Any actions by the Chinese government to<br> exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could<br> significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of<br> such securities to significantly decline or become worthless. See “Item 3. Key Information—Risk Factors—Risks Related<br> to Doing Business in China—The PRC government’s oversight over our business operation could result in a material adverse<br> change in our operations and the value of our ADSs” for details;
●	We<br> face risks arising from the uncertainties with respect to the PRC legal system. Certain rules and regulations can change quickly,<br> and there may be risks and uncertainties regarding the interpretation and enforcement of PRC laws and regulations. These risks and<br> uncertainties may make it difficult for us to meet or comply with requirements under the applicable laws and regulations. See “Item<br> 3. Key Information—Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and<br> enforcement of Chinese laws and regulations could limit the legal protections available to us” for details;
●	Our<br> business is susceptible to changes in government policies, including policies on automobile purchases, ownership, taxation, vehicle<br> title transfers, and used car transactions across regions and provinces. Failure to adequately respond to such changes could adversely<br> affect our business;
●	You<br> may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or<br> our directors and management named in the transition report based on foreign laws;
●	Cash<br> transfers from our PRC subsidiaries to entities outside of mainland China are subject to PRC government controls on currency conversion.<br> 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<br> in or the imposition of restrictions and limitations on the ability of us, our PRC subsidiaries and the former VIEs to transfer cash<br> or assets. There is no assurance the PRC government will not intervene in or impose restrictions on us and our subsidiaries to transfer<br> cash or assets. Although currently we are not aware of equivalent or similar restrictions or limitations in Hong Kong on cash transfers<br> in, or out of, our Hong Kong entities, if certain restrictions or limitations in mainland China were to become applicable to cash<br> transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to<br> fund operations or for other use outside of Hong Kong. See “Item 3. Key Information—Cash and Asset Flows through Our<br> Organization” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Governmental<br> control of currency conversion may affect the value of your investment” for details;

| 14 |

| --- | | ● | The PCAOB, in prior years, was unable to completely inspect and investigate registered independent accounting firms in mainland China and Hong Kong, which includes our auditor. The inability of the PCAOB to conduct inspections over our auditor has deprived our investors of the benefits of such inspections in prior years and may continue to deprive investors of such benefits in the future should the PCAOB not continue to have the ability to completely inspect and investigate registered accounting firms in China; and | | --- | --- | | ● | Our ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment. |

RisksRelated to Our ADSs

Risks and uncertainties related to our ADSs include, but are not limited to, the following:

●	The<br> trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors;
●	Our<br> dual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage<br> others from pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial;
●	The<br> dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs;
●	If<br> securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations<br> regarding the ADSs, the market price for the ADSs and trading volume could decline; and
●	The<br> sale or availability for sale of substantial amounts of the ADSs could adversely affect their market price.

RisksRelated to Our Business and Industry

Ifwe fail to provide a differentiated and superior customer experience, the size of our customer base and the number of transactions onour platform could decline, and our business would be materially and adversely affected.

Providing a differentiated and superior in-store and online used car transaction experience for our customers, including both consumers and businesses, is critical to our business. Our ability to provide a high-quality customer experience depends on a number of factors, including:

●	our<br> ability to provide customers with high-quality used cars and other related products;
●	our<br> ability to improve our existing service offerings and upgrade our platform;
●	our<br> ability to meet the diverse needs of our customers with ongoing innovation and new service offerings;

| 15 |

| --- | | ● | our ability to maintain and improve operating efficiency, customer experience of online transactions and service quality of our offline networks and personnel; | | --- | --- | | ● | our ability to leverage technology and data to improve our services; | | ● | our ability to adequately train and manage our employees; and | | ● | our ability to effectively ensure the quality of services provided by our third-party service providers on our platform. |

We cannot guarantee that we can provide a differentiated and superior experience to our customers as our business continues to evolve. Our failure to do so would materially and adversely affect our business, financial condition and results of operations.

Failureto maintain or enhance customer trust in us could damage our reputation, reduce or slowdown the growth of our customer base, which couldharm our business, financial condition and results of operations.

Our reputation as a leading used car retailer and a trusted leading e-commerce platform for buying and selling used cars in China is critical to our success. If we fail to maintain a high level of customer trust in our goods and services, our business, financial condition and results of operations could be materially and adversely affected.

We work with third-party service providers to serve customers and fulfill the transactions made in our stores and on our platform, such as car delivery, title transfer and warranty services, which are the key to earn customer trust. If we fail to maintain a high level of customer satisfaction or fail to properly manage these services, our business, financial condition and results of the operations would be adversely affected. We provide trainings to our third-party service providers and require them to act in line with our operating and customer servicing standards. However, if these third-party service providers fail to maintain a high level of performance consistent with our requirements, the level of customer satisfaction and trust we enjoy may be harmed, and our business, financial condition and results of the operations may be adversely affected.

We have received in the past, and we may continue to receive in the future, communications or complaints alleging that cars listed in our superstores and on our platform or sold by us are defective or inconsistent with the information provided in our superstores and on our platform, or the services provided by our third-party service providers are unsatisfactory to our customers. The information we include in our car listings is collected and maintained by us, which may not be accurate or complete due to human error, technological issues or misconduct.

Weface intense competition, which may lead to loss of market share, reduced service fees and revenue, increased expenses, departures ofqualified employees, and disputes with competitors.

We face intense competition in the used car industry both online and offline. Our competitors may have significantly more resources than we do, including financial, technological, marketing and others and may be able to devote greater resources to the development and promotion of their platforms and services. As a result, they may have deeper relationships with auto financing partners and other third-party service providers than we do. This could allow them to develop new services, adapt more quickly to changes in technology and to undertake more extensive marketing campaigns, which may render our platform less attractive to customers and businesses and cause us to lose market share. Moreover, intense competition in the markets we operate in may reduce our gross profit margin for vehicle sales, lower our service fees, increase our operating expenses and capital expenditures, and lead to departures of our qualified employees. We may also be harmed by negative publicity instigated by our competitors, regardless of its validity. We encountered and may in the future continue to encounter various disputes with our competitors, including lawsuits involving claims asserted under intellectual property laws, unfair competition laws and defamation which may adversely affect our business and reputation. Failure to compete with current and potential competitors could materially harm our business, financial condition and our results of operations.

| 16 |

| --- |

Weare not profitable and have negative cash flows from operations, which may continue in the future.

We have not been profitable since our inception in 2011. We incurred net losses of RMB137.2 million, RMB369.5 million and RMB199.3 million (US$27.3 million) in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, respectively. In addition, we had negative cash flow from operating activities of RMB251.1 million, RMB262.4 million and RMB194.0 million (US$26.6 million) in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, respectively.

We have taken several steps to improve our liquidity and cash position. For more information, see “B. Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Cash flows and working capital.” However, we cannot guarantee the effectiveness of these measures. Additionally, we may need to continue to invest heavily in various aspects of our operations, such as labor, infrastructure, sales and marketing, to facilitate the expansion of the offline regional markets in the future. These investments may not lead to revenue increase or generate positive cash flow, potentially straining our financial resources.

We may incur additional losses and negative cash flow in the future for a number of reasons, including decreasing demand or slower than expected increase in demand for used cars and our services, increasing competition, weakness in the automotive retail industry in general, as well as other risks discussed herein, and we may incur unforeseen expenses, or encounter difficulties, complications and delays in generating revenue or achieving profitability. If our revenues decrease, we may not be able to reduce our costs and expenses proportionally in a timely manner because many of our costs and expenses are fixed. In addition, if we reduce our costs and expenses, we may limit our ability to acquire customers and grow our revenues. Accordingly, we may not be able to achieve profitability and we may continue to incur additional losses in the future.

Ifwe are unable to effectively manage our growth or implement our business strategies, our business, results of operations and financialcondition may be materially and adversely affected.

Our business and prospects depend in part on our ability to effectively manage our growth or implement our growth strategies. As part of our business strategies, we intend to increase our penetration in existing markets and expand into new geographic markets. Our experience in the markets in which we currently operate may not be applicable to other parts of China. We may not be able to leverage our experience to expand into new geographic markets in China. As a result, our expansion and monetization strategies, including sales and marketing efforts designed to attract more consumers and businesses, may not be successful. Furthermore, expanding into new geographical markets will require us to hire additional employees to cover these markets. We will incur additional compensation and benefit costs, office rental expenses and other costs, as well as experience additional strain on our managerial resources. If we are unable to successfully expand and generate sufficient revenues to cover our increased costs and expenses, our business, financial condition and results of operations may be materially and adversely affected.

Moreover, our business upgrade and expansion may lead to new challenges and risks. As a result, we need to continuously expand and enhance our infrastructure and technology, and improve our operational and financial systems, procedures and internal controls. We also need to train, manage and motivate our employees. In addition, we need to maintain and expand our relationships with our customers, third-party service providers and other third parties. We cannot assure you that our personnel, infrastructure, systems, procedures and controls will be adequate to support our operations. Effectively managing our growth is dependent on a number of other factors, including our ability to:

●	providing<br> high-quality and value-for-money used vehicles;
●	continue<br> to improve our existing full-range car purchasing service and customer’s satisfaction;
●	launch<br> new services and develop cross-selling opportunities;
●	stabilize<br> our costs and expenses and enhance our efficiency;
●	achieve<br> success with our used car superstores in Xi’an, Hefei and Wuhan, respectively, or Xi’an Superstore, Hefei Superstore<br> and Wuhan Superstore;
●	recruit<br> and retain skilled and experienced employees;

| 17 |

| --- | | ● | strengthen relationships with our business partners; | | --- | --- | | ● | enhance our risk management and internal control; | | ● | upgrade our technology and continue to innovate; and | | ● | maintain and enhance the network effects of our platform. |

If we fail to effectively manage our growth or implement our business strategies, our business, results of operations and financial condition may be materially and adversely affected.

Failureto acquire attractive inventory, whether due to supply, competition, or other factors, may have a material adverse effect on our business,sales, and results of operations.

Since September 2020, we have shifted to an inventory-owning model where we build-up and sell our own inventory of used cars. By switching to and adopting the inventory-owning model, our vehicle supply channels are expanded to include consumers who intend to sell their existing cars, 4S shops, corporate clients and auction platforms. The transformation of our business model has enabled us to obtain better control over order flow and supply chain management, which further strengthens our ability to maximize customer value through our dedicated approach: offering high-quality and value-for-money used cars alongside best-in-class purchasing services. However, there can be no assurance that the supply of high-quality and value-for-money used vehicles will be sufficient to meet our needs. A reduction in the availability of or access to sources of desirable inventory could have a material adverse effect on our business, sales and results of operations.

Additionally, we evaluate and predict mechanical soundness, consumer desirability and relative value as prospective inventory. If we fail to properly assess vehicle condition before we purchase them, it could adversely affect our ability to acquire desirable inventory. Our ability to source vehicles could also be affected by fierce competition in our industry, both from e-commerce platform for used-car trading directly and through other used vehicle dealers directly. In addition, we remain dependent on others to sell us used vehicles, and there can be no assurance of an adequate supply of such vehicles on terms that are attractive to us.

Failureto expeditiously sell our inventory could have a material adverse effect on our business, sales, and results of operations.

Our purchases of used vehicles for building our own inventory are largely based on projected demand, which was primarily determined based on the then existing market condition. If our projections turn out to be inaccurate or actual sales are materially less than our forecasts, we may experience an over-supply of used vehicle inventory, which will generally cause downward pressure on our sales prices and margins and increase our average days to sale. If we have excess inventory or our average days to sale increases, we may be unable to liquidate such inventory at prices that allow us to meet margin targets or to recover our costs, which could have a material adverse effect on our results of operations.

Wework with third-party service providers and business partners. Actions of third parties are outside of our control and could materiallyand adversely affect our reputation, business, financial condition and results of operations.

We work with third-party service providers to serve customers and fulfill the transactions made on our platform, such as auto financing, car delivery, title transfers, and other after-sales services. We carefully select our third-party service providers and business partners, but we are not able to control their actions. If these third parties fail to perform as we expect, experience difficulty meeting our requirements or standards, fail to conduct their business ethically, fail to provide satisfactory services to our customers, receive negative press coverage, violate applicable laws or regulations, breach the agreements with us, or if the agreements we have entered into with the third parties are terminated or not renewed, our business and reputation could be damaged. In addition, if such third-party service providers cease operations, temporarily or permanently, face financial distress or other business disruptions, increase their fees, or if our relationships with them deteriorate, we could suffer from increased costs, be involved in legal or administrative proceedings with or against our third-party service providers and experience delays in providing customers with similar services until we find or develop a suitable alternative. In addition, if we are not successful in identifying high-quality partners, or establishing cost-effective relationships with them, or effectively managing these relationships, our business and results of operations would be materially and adversely affected.

| 18 |

| --- |

Werely, in part, on our marketing efforts for customer acquisition and achieving higher level of brand recognition. If we fail to conductour marketing activities effectively and efficiently, our business could be harmed.

We may continue to invest substantial financial and other resources in marketing initiatives to grow our customer base. We currently carry out our marketing activities mainly by acquiring traffic through new media platforms with the goal of attracting more visitors to our platform. We face intense competition from our competitors who may have greater marketing resources than we do. If we fail to conduct our marketing activities effectively and efficiently, or if our traffic acquisition efforts and marketing campaigns are not successful, our growth, results of operations and financial condition could be materially and adversely affected.

Ourbusiness generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating toprivacy and cybersecurity. The improper use or disclosure of data could have a material and adverse effect on our business and prospects.

Our business generates and processes a large quantity of data. We face risks inherent in handling and protecting large volume of data. In particular, we face a number of challenges relating to data from transactions and other activities on our platforms, including:

●	protecting<br> the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper<br> use by our employees;
●	addressing<br> concerns related to privacy and sharing, safety, security and other factors; and
●	complying<br> with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal<br> information, including any requests from regulatory and government authorities relating to these data.

In general, we expect that data security and data protection compliance will receive greater attention and focus from regulators, both domestically and globally, as well as attract continued or greater public scrutiny and attention going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension of business and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected.

| 19 |

| --- |

The PRC regulatory and enforcement regime with regard to data security and data protection is evolving and may be subject to different interpretations or significant changes. Moreover, different PRC regulatory bodies, including the Standing Committee of the NPC, the MIIT, the CAC, the Ministry of Public Security and the SAMR, have enforced data privacy and protections laws and regulations with varying standards and applications. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations on Information Security and Privacy Protection.” The following are examples of certain recent PRC regulatory activities in this area:

DataSecurity

●	In<br> June 2021, the Standing Committee of the NPC promulgated the Data Security Law, which took effect in September 2021. The Data Security<br> Law, among other things, provides for security review procedure for data-related activities that may affect national security. In<br> July 2021, the state council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective<br> on September 1, 2021. Pursuant to this regulation, critical information infrastructure means key network facilities or information<br> systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation,<br> finance, public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may<br> endanger national security, people’s livelihoods and the public interest. In December 2021, the CAC, together with other authorities,<br> jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its predecessor regulation.<br> Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services<br> must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review<br> Measures further stipulates that critical information infrastructure operators or network platform operators that hold personal information<br> of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering<br> at a foreign stock exchange. The competent regulatory authorities for each of the critical industries and sectors shall be responsible<br> for formulating eligibility criteria and determining the identity of critical information infrastructure operator in such industry<br> or sector. As of the date of this transition report, no detailed rules or implementation rules have been issued by any authority<br> and we have not been informed that we are a critical information infrastructure operator by any government authorities. Furthermore,<br> the exact scope of “critical information infrastructure operators” under the current regulatory regime remains unclear,<br> and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws. Therefore,<br> it is uncertain whether we would be deemed to be a critical information infrastructure operator under PRC law. If we are deemed to<br> be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we may be subject to obligations<br> in addition to what we have fulfilled under the PRC cybersecurity laws and regulations.
●	In<br> November 2021, the CAC released the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations, and<br> the Regulation on Network Data Security Management, or the Network Data Security Regulation, became effective on January 1, 2025.<br> The Network Data Security Regulation provided that where network data handlers carry out network data processing activities that<br> affect or may affect national security, they shall undergo a national security review in accordance with relevant national regulations<br> Prior to handling personal information, if a network data handler informs individuals according to the law by formulating rules for<br> handling personal information, such rules shall be publicly displayed in a centralized manner, easily accessible and put in an eye-catching<br> position, and the content shall be definite, specific, clear and understandable, including but not limited to the following: (1)<br> the title or name and contact information of the network data handler; (2) the purpose, method and type of handling of personal information,<br> as well as the necessity of handling of sensitive personal information and the impact of handling on individuals’ rights and<br> interests; (3) the retention period of personal information and the method for handling such information upon expiration; If it is<br> difficult to determine the retention period, the method for determining the retention period shall be specified; and (4) Methods<br> and channels etc. for individuals to access, reproduce, transfer, correct, supplement, delete and restrict handling of personal information,<br> to deregister accounts and withdraw their consents. When informing individuals of the purpose, method and type of personal information<br> to be collected and provided to other network data handlers, as well as the information of the network data recipient in accordance<br> with the provisions of the preceding paragraph, the network data handler shall state such information in the form of a checklist,<br> among others. Where handling the personal information of minors under the age of 14, the network data handler shall also develop<br> special rules for handling personal information.

●

In June 2021, the Standing Committee of the NPC promulgated the Data Security Law, which took effect in September 2021. The Data Security Law, among other things, provides for security review procedure for data-related activities that may affect national security. In July 2021, the state council promulgated the Regulations on Protection of Critical Information Infrastructure, which became effective on September 1, 2021. Pursuant to this regulation, critical information infrastructure means key network facilities or information systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance, public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods and the public interest. In December 2021, the CAC, together with other authorities, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022 and replaces its predecessor regulation. Pursuant to the Cybersecurity Review Measures, critical information infrastructure operators that procure internet products and services must be subject to the cybersecurity review if their activities affect or may affect national security. The Cybersecurity Review Measures further stipulates that critical information infrastructure operators or network platform operators that hold personal information of over one million users shall apply with the Cybersecurity Review Office for a cybersecurity review before any public offering at a foreign stock exchange. The competent regulatory authorities for each of the critical industries and sectors shall be responsible for formulating eligibility criteria and determining the identity of critical information infrastructure operator in such industry or sector. As of the date of this transition report, no detailed rules or implementation rules have been issued by any authority and we have not been informed that we are a critical information infrastructure operator by any government authorities. Furthermore, the exact scope of “critical information infrastructure operators” under the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of the applicable laws. Therefore, it is uncertain whether we would be deemed to be a critical information infrastructure operator under PRC law. If we are deemed to be a critical information infrastructure operator under the PRC cybersecurity laws and regulations, we may be subject to obligations in addition to what we have fulfilled under the PRC cybersecurity laws and regulations.

●

In November 2021, the CAC released the Regulations on the Network Data Security (Draft for Comments), or the Draft Regulations, and the Regulation on Network Data Security Management, or the Network Data Security Regulation, became effective on January 1, 2025. The Network Data Security Regulation provided that where network data handlers carry out network data processing activities that affect or may affect national security, they shall undergo a national security review in accordance with relevant national regulations Prior to handling personal information, if a network data handler informs individuals according to the law by formulating rules for handling personal information, such rules shall be publicly displayed in a centralized manner, easily accessible and put in an eye-catching position, and the content shall be definite, specific, clear and understandable, including but not limited to the following: (1) the title or name and contact information of the network data handler; (2) the purpose, method and type of handling of personal information, as well as the necessity of handling of sensitive personal information and the impact of handling on individuals’ rights and interests; (3) the retention period of personal information and the method for handling such information upon expiration; If it is difficult to determine the retention period, the method for determining the retention period shall be specified; and (4) Methods and channels etc. for individuals to access, reproduce, transfer, correct, supplement, delete and restrict handling of personal information, to deregister accounts and withdraw their consents. When informing individuals of the purpose, method and type of personal information to be collected and provided to other network data handlers, as well as the information of the network data recipient in accordance with the provisions of the preceding paragraph, the network data handler shall state such information in the form of a checklist, among others. Where handling the personal information of minors under the age of 14, the network data handler shall also develop special rules for handling personal information.

PersonalInformation and Privacy

●	The<br> Anti-monopoly Guidelines for the Platform Economy Sector published by the Anti-monopoly Committee of the State Council, effective<br> on February 7, 2021, prohibits collection of user information through coercive means by online platforms operators.
●	In<br> August 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which integrates the scattered<br> rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. We update our privacy<br> policies from time to time to meet the latest regulatory requirements of PRC government authorities and adopt technical measures<br> to protect data and ensure cybersecurity in a systematic way. Nonetheless, the Personal Information Protection Law elevates the protection<br> requirements for personal information processing, and many specific requirements of this law remain to be clarified by the CAC, other<br> regulatory authorities, and courts in practice. We may be required to make further adjustments to our business practices to comply<br> with the personal information protection laws and regulations.

●

The Anti-monopoly Guidelines for the Platform Economy Sector published by the Anti-monopoly Committee of the State Council, effective on February 7, 2021, prohibits collection of user information through coercive means by online platforms operators.

●

In August 2021, the Standing Committee of the NPC promulgated the Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. We update our privacy policies from time to time to meet the latest regulatory requirements of PRC government authorities and adopt technical measures to protect data and ensure cybersecurity in a systematic way. Nonetheless, the Personal Information Protection Law elevates the protection requirements for personal information processing, and many specific requirements of this law remain to be clarified by the CAC, other regulatory authorities, and courts in practice. We may be required to make further adjustments to our business practices to comply with the personal information protection laws and regulations.

| 20 |

| --- |

Many of the data-related legislations are relatively new and certain concepts thereunder remain subject to interpretation by the regulators. If any data that we possess belongs to data categories that are subject to heightened scrutiny, we may be required to adopt stricter measures for protection and management of such data. The Cybersecurity Review Measures and the Network Data Security Regulation remain unclear on whether the relevant requirements will be applicable to companies that are already listed in the United States, such as us. We cannot predict the impact of the Cybersecurity Review Measures and the Network Data Security Regulation, if any, at this stage, and we will closely monitor and assess any development in the rule-making process. If the Cybersecurity Review Measures and the Network Data Security Regulation mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app from the relevant application stores, and materially and adversely affect our business and results of operations. As of the date of this transition report, we have not been involved in any formal investigations on cybersecurity review made by the CAC on such basis.

In general, compliance with the existing PRC laws and regulations, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, related to data security and personal information protection, may be costly and result in additional expenses to us, and subject us to negative publicity, which could harm our reputation and business operations. There are also uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice.

In addition, regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerning data protection. These legislative and regulatory proposals, if adopted, and the uncertain interpretations and application thereof could, in addition to the possibility of fines, result in an order requiring that we change our data practices and policies, which could have an adverse effect on our business and results of operations. The European Union General Data Protection Regulation, or the GDPR, which came into effect on May 25, 2018, includes operational requirements for companies that receive or process personal data of residents of the European Economic Area. The GDPR establishes new requirements applicable to the processing of personal data, affords new data protection rights to individuals and imposes penalties for serious data breaches. Individuals also have a right to compensation under the GDPR for financial or non-financial losses. Although we do not conduct any business in the European Economic Area, in the event that residents of the European Economic Area access our website or our mobile platform and input protected information, we may become subject to provisions of the GDPR.

Negativemedia coverage related to our business, regardless of its validity, could adversely affect our business, financial position and resultsof operations.

Negative news or media coverage of our business, our employees, our third-party service providers and business partners, our directors and management or our shareholders, including, without limitation, alleged failure to comply with applicable laws and regulations, alleged fraudulent car listings, alleged misrepresentation by our sales consultants or third-party service providers, breach of data security, failure to protect user privacy, inappropriate business practices, disclosure of inaccurate operating data, negative information on blogs and social media websites, regardless of their validity, could damage our reputation. If we fail to correct or mitigate misinformation or negative information about us, including information spread through social media or traditional media channels, customer trust in us may be undermined, which would have a material adverse effect on our business, results of operations and financial condition.

| 21 |

| --- |

Ourlimited operating history in certain of our services and the rapid evolution of our business model make it difficult for investors toevaluate our business and prospects.

Our limited operating history in certain of our services and the rapid evolution of our business model mean that our historical growth is not necessarily indicative of our future performance. We cannot assure you that our new product and service offerings will achieve the expected results or we will be able to achieve similar results or grow at the same rate as we did in the past. As our business and China’s used car industry continue to develop, we may adjust our product and service offerings or modify our business model. For example, we have shifted to an inventory-owning model since September 2020, when we build-up and sell our own inventory. In addition, our first used car superstore in Xi’an has been in operation in March 2021 and our second used car superstore in Hefei has been in operation since November 2021. In December 2022, we had completed the relocation and upgrade of our Xi’an Superstore. The upgraded Xi’an Superstore reopened for business as the largest fully self-owned used car marketplace in Northwest China with a showroom capacity of up to 3,000 vehicles to meet the used car consumption demand in the city of Xi’an and its surrounding areas. In February 2025, we commenced trial operations of our Wuhan Superstore, which covers an aggregate of approximately 143,000 square meters. Our Wuhan Superstore includes a reconditioning factory capable of inspecting and reconditioning up to 60,000 vehicles annually at full capacity. The showroom of our Wuhan Superstore can accommodate up to 5,000 vehicles for display and sale.

Starting from early 2018, we have started to fulfill online used car transactions for consumers, which we previously referred to as “2C cross-regional business.” With our online used-car-buying product and service offerings, we enable consumers to buy used cars online without the need to go to offline dealerships or see the actual car when making the purchase. In addition, we entered into a binding term sheet, definitive agreements and supplemental agreements, in July 2019, September 2019 and April 2020, respectively, with Golden Pacer to divest our loan facilitation related business. Pursuant to the series of agreements, we divested our entire 2C intra-regional business in which we facilitated offline used car transactions between consumers and dealers in local used car marketplaces, and ceased to provide loan facilitation related guarantee services in connection with our 2C online transaction business since November 2019. We also divested our salvage car related business to Boche in January 2020 as well as our 2B business to 58.com pursuant to definitive agreements we entered into in March 2020. The transaction with Golden Pacer closed upon the signing of the supplemental agreements in April 2020, and the transactions with Boche and 58.com closed in January 2020 and April 2020, respectively. Such developments or adjustments may not achieve expected results and may have a material and adverse impact on our financial condition and results of operations.

Theprice of used cars sold on our platform and the fees we charge may fluctuate or decline in the future, and any material decrease in suchprice and fees would harm our business, financial condition and results of operations.

Since the built up of our own inventory since September 2020, most of our revenues are derived from vehicle sales. Before we built our own inventory, most of our revenues were derived from the fees we charged from transactions on our platform, such as commission fee and value-added service fee from our 2C business. Prior to the divestiture of our 2B business, we also generated transaction facilitation service fee from the 2B business. Maintaining and growing our revenues depends on a number of factors, including:

●	our<br> ability to offer high-quality and value-for-money used cars to our customers;
●	our<br> ability to deliver satisfactory online used car transaction experience to our customers;
●	our<br> ability to attract consumers to our platform;
●	the<br> average unit price of used cars sold on our platform, which may decrease if we adjust down the price range of used cars available<br> on our platform or enter into lower-tier city markets, or as a result of declining selling prices of new cars;
●	our<br> ability to foster relationships with third-party service providers to provide services through our platform at attractive terms and<br> prices to us and our customers; and
●	fluctuation<br> in other macro-economic changes.

Any failure to adequately and promptly address any of these risks and uncertainties would materially and adversely affect our business and results of operations.

| 22 |

| --- |

Failureto obtain certain filings, approvals, licenses, permits and certificates required for our business operations may materially and adverselyaffect our business, financial condition and results of operations.

Certain of our PRC subsidiaries used to engage in business activities that are not within their registered business scope. As of the date of this transition report, we are not aware of any action, claim, or investigation being conducted or threatened by the State Administration for Market Regulation (formerly known as the State Administration for Industry and Commerce), or the SAMR, or its local branches with respect to such business activities. While we have ceased conducting such business activities, we cannot rule out the possibility that our past practice could be interpreted by the SAMR as “doing business beyond the business scope” and subject us to enforcement actions such as confiscation of any illegal gains, or imposition of fines.

In addition, we operate our online platform in which customers can complete purchases with our sales personnel. These transaction offerings may constitute “e-commerce services” under the PRC laws and regulations which would require us to obtain a value-added telecommunications service licenses for online data processing and transaction processing business (an “EDI License”). We are in the process of renewing our EDI license and do not expect any material obstacles for renewal. However, failure to renewal our EDI license may adversely affect our business, financial condition and results of operations.

In addition, pursuant to relevant laws and regulations, as some of our PRC subsidiaries are regarded as operators of used car marketplaces and used car related business, these entities are required to complete filings with the Ministry of Commerce of the PRC, or the MOFCOM, at provincial level. These PRC subsidiaries have completed such required filings with the relevant authorities and we will strive to complete relevant filings if certain of our subsidiaries commence used car related business. However, there is no assurance we will be able to complete the filing in a timely manner, or at all. Failure to comply with the filing requirements may subject our business to restriction, which would have an adverse impact on our business and results of operations.

In addition, it is required by PRC laws and regulations for companies responsible for the construction projects to prepare environmental impact report, environmental impact statement, or environmental impact registration form based on the different level of potential environmental impact of the projects. The environmental impact reports (required if potentially serious environmental impact) and the environmental impact statements (required if potentially mild environmental impact) are subject to review and approval by the governmental authority and failure to satisfy such requirements may subject one to discontinuation of the construction projects, fines of 1% to 5% of the total investment in the projects or an order of restoration. The environmental impact registration forms (required if very little environmental impact where environmental impact assessment is not necessary) are required to be filed with competent authority and failure to satisfy such requirement may subject one to fines up to RMB50,000. We do not regularly conduct construction projects in the ordinary course of our business. However, some of our projects, including the building and overall decoration of our transaction centers from time to time, could be recognized as construction projects where a timely filing or submission for approval is required and failure to do so may subject us to fines and other enforcement actions as mentioned above.

In addition, certain of our PRC subsidiaries used to engage in Internet freight business temporarily, for which we might be required to obtain the Road Transportation Operation Permit and Value-added Telecommunications Business License that certain entities did not have. As of the date of this transition report, we are not aware of any action, claim, or investigation being conducted or threatened by the relevant authority. While we have ceased conducting such business activities, we cannot rule out the possibility that our past practice could be interpreted as “operating without a license” and subject us to enforcement actions such as confiscation of any illegal gains, or imposition of fines.

Considerable uncertainty exists regarding the interpretation and implementation of existing and future laws and regulations governing our business activities. Historically, some of our PRC subsidiaries have been fined due to late tax filings, although the amount of the fine was not significant. If we fail to complete, obtain, maintain or renew any of the required licenses or approvals or make the necessary filings, we may be subject to various penalties, such as confiscation of the illegal gains, imposition of fines and discontinuation or restriction of our operations. Any such penalties may disrupt our business operations and materially and adversely affect our business, financial condition and results of operations.

| 23 |

| --- |

Wemay be held liable for information or content displayed on or linked to our platform, which may materially and adversely affect our businessand operating results.

We may be held liable for inaccurate or incomplete information, including car listings, that is available through or linked to our platform. The data we collect and use for the car listings may be inaccurate or incomplete due to errors or on the part of our employees or third-party information providers, or frauds. Our failure to ensure the accuracy and integrity of our data, regardless of its source, could undermine customer trust, result in further administrative penalties and adversely affect our business, financial position and results of operations.

Wedepend on our proprietary technology for critical functions of our business. Failure to properly maintain or promptly upgrade our technologymay result in disruptions to or lower quality of our services, and our business, results of operations and financial condition may bematerially and adversely affected.

We rely on our proprietary technology, including websites and mobile apps, car inspection system and AI algorithms for critical functions of our businesses. See “Item 4. Information on the Company—B. Business Overview—Technology.” Maintaining and upgrading our technology carry certain risks, including the risk of disruptions caused by significant design or deployment errors, delays or deficiencies, which has made and may continue to make our platform and services unavailable. We may also implement additional or enhanced technology in the future to accommodate our growth and to provide additional capabilities and functionalities. The implementation of new or enhanced technologies may be disruptive to our business and can be time-consuming and expensive, and may increase management responsibilities and divert management attention. Additionally, our proprietary AI algorithms are based on data-driven analytics. If we do not have a large amount of data or the quality of data available to us for analysis is unsatisfactory, or if our algorithms have deficiencies, our proprietary AI algorithms may fail to perform effectively. If we fail to properly maintain or promptly upgrade our technology, our services may be disrupted or become of lower quality or unprofitable, and our results of operations and financial condition may be materially and adversely affected.

Ourhistorical loan facilitation services may subject us to regulatory risks, which may have a material adverse effect on our business, resultsof operations and financial condition.

Prior to the divestiture of our loan facilitation related business to Golden Pacer, or the Loan Facilitation Divestiture, we historically provided loan facilitation services in partnership with financial institutions who finance our customers’ car purchases. As a result of the divestiture, we have ceased to provide loan facilitation services since November 2019.

According to the Financing Guarantee Circular 37 which was issued and became effective on October 9, 2019, entities shall be prohibited from providing financing guarantee services unless obtaining the approval from the relevant regulatory authorities and establishing financing guarantee companies. Those who have been engaged in financing guarantee services shall properly settle its existing business. The authorities shall intensify the crackdowns on the financing guarantee companies with illegal operation or those who committed serious infringement of consumer’s (and guaranteed person’s) rights and shall timely report such cases to the banks so as to work together to protect the legitimate rights and interests of the consumers. The Financing Guarantee Circular 37 also stipulates that, without prior approval, any institution which provides customer promotion, credit evaluation and other services for any lending institution shall be prohibited from providing financing guarantee services or doing so in a disguised form. Any entity operating the financing guarantee business without a financing guarantee business license shall be banned by the regulatory authorities. As we (i) no longer provide any additional loan facilitation related guarantee services since November 2019 and have divested the guarantee liabilities in relation to our historically-facilitated loans for XW Bank, which accounted for more than half of the total loans we historically facilitated, to Golden Pacer as a result of the Loan Facilitation Divestiture and (ii) have entered into a supplemental agreement with one of our major financing partners with regards to our historically-facilitated loans in July 2020, where we agreed to entirely settle all of our remaining guarantee liabilities associated with the historically-facilitated loans for this financing partner under the condition that we would pay the settlement amount in instalments from 2020 to 2025 based on an agreed schedule, we are no longer subject to any guarantee liabilities for the consumer auto loans we historically facilitated through our 2C business. It is required by the Financing Guarantee Circular 37 for us to properly settle our existing business and we plan to settle and gradually relieve our guarantee obligations from these historically facilitated loans along with the maturity of those remaining outstanding loans. However, we cannot assure you that our guarantee services in connection with such historical auto loans will be regarded as our “proper settlement” of our existing auto loan guarantee business by the relevant authority, or that our past practices in connection with our loan facilitation services would not be regarded as historical noncompliance. The imposition of any enforcement action would adversely affect our reputation and business, financial condition and results of operations.

| 24 |

| --- |

Furthermore, PRC laws and regulations concerning financial services, including internet financial services, are evolving and the PRC government authorities may promulgate further laws and regulations in the future. We cannot assure you that our past or current practices would not be regarded as non-compliance, and imposition of any enforcement action would adversely affect our reputation and business, financial condition and results of operations. For example, under current regulations, the risk assets of a PRC entity that conducts finance leasing business must not exceed 10 times its total net assets. In addition, PRC regulations stipulate that the amount of auto loans should be capped at 80% of the purchase price for a self-use conventionally-powered new car, 85% for a self-use new energy vehicle, and 70% for a used car. Our financing partners were responsible for designing the financing products that we offered through our historical loan facilitation services and are responsible for the financing products we currently refer to consumers on our platform. The financing products provided by our financing partners on our platform may be deemed to exceed the stipulated cap on the loan amount relative to the car purchase price, in which case we may be required to make adjustments to our cooperation arrangements or cease to cooperate with these financing partners.

Wemay be deemed to have operated financing guarantee business by the PRC regulatory authorities.

In August 2017, the State Council promulgated the Regulations on the Administration of Financing Guarantee Companies, or the Financing Guarantee Rules, which became effective on October 1, 2017. Pursuant to the Financing Guarantee Rules, “financing guarantee” refers to the activities in which guarantors provide guarantee to the guaranteed parties as to loans, bonds or other types of debt financing, and “financing guarantee companies” refer to companies legally established and operating financing guarantee business. According to the Financing Guarantee Rules, the establishment of financing guarantee companies are subject to the approval by the relevant governmental authority, and unless otherwise stipulated, no entity may operate financing guarantee business without such approval. If any entity violates these regulations and operates financing guarantee business without approval, the entity may be subject to penalties including ban or suspension of business, fines of RMB500,000 to RMB1,000,000, confiscation of illegal gains if any, and criminal liability if the violation constitutes a criminal offense.

Prior to divesting our loan facilitation business to Golden Pacer announced in July 2019, we provided guarantees to our financing partners for historical consumer auto loans. Since November 2019, following the divestiture, we have ceased to provide loan facilitation related guarantee services and have divested the guarantee liabilities in relation to our historically-facilitated loans for XW Bank. Additionally, we settled the remaining guarantee liabilities for historically-facilitated loans with WeBank in July 2020. As of December 31, 2024, we have no outstanding guarantee obligations in relation to our historically facilitated loans. We do not believe that the Financing Guarantee Rules apply to such guarantee obligations as they were not independent from our principal business. However, due to the lack of further interpretations, the exact definition and scope of “operating financing guarantee business” under the Financing Guarantee Rules is unclear. It is uncertain whether our historical arrangements with certain financial institutions would be deemed as operating financing guarantee business in violation of PRC laws or regulations. If regulatory authorities determine that we were or are operating financing guarantee business, we may need to obtain approval or a license for such business, which could adversely affect our business, results of operations and financial conditions.

Ourbusiness is subject to risks related to China’s online used car transaction industry, including industry-wide and macroeconomicrisks.

We operate as a leading used car retailer for buying and selling used cars in China. We cannot assure you that this market will continue to grow rapidly in the future. Furthermore, the growth of China’s used car industry could be affected by many factors, including:

●	general<br> economic conditions in China and around the world;
●	the<br> growth of disposable household income and the availability and cost of credit available to finance used car purchases;
●	the<br> growth of China’s automobile industry;

| 25 |

| --- | | ● | the growth of China’s auto financing industry; | | --- | --- | | ● | consumer acceptance of used cars and willingness to purchase used cars online; | | ● | consumer acceptance of financing car purchases; | | ● | taxes and other incentives or disincentives related to used car purchases and ownership; | | ● | environmental concerns and measures taken to address these concerns; | | ● | the cost of energy, including gasoline prices, and the cost of car license plates in various cities with license plate lottery or auction systems; | | ● | the improvement of highway system and availability of parking facilities; | | ● | other government policies relating to used cars and auto financing in China; | | ● | fluctuations in the sales and price of new and used cars; | | ● | ride sharing, transportation networks, and other fundamental changes in transportation pattern; and | | ● | other industry-wide issues, including supply and demand for used cars, age distribution of cars, and supply chain challenges. |

Any adverse change to these factors could reduce demand for used cars and hence demand for our services, and our results of operations and financial condition could be materially and adversely affected.

Anybreaches to our security measures, including unauthorized access, computer viruses and “hacking” may adversely affect ourdatabase and reduce use of our services and damage our reputation and brand names.

The massive data that we have processed and stored makes us or third-party service providers who host our servers an easy target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins, or similar disruptions. Breaches to our security measures, including computer viruses and hacking, may result in significant damage to our hardware and software systems and database, disruptions to our business activities, inadvertent disclosure of confidential or sensitive information, interruptions in access to our platform, and other material adverse effects on our operations, during transfer of data or at any time, and result in persons obtaining unauthorized access to our systems and data. Our systems may be subject to infiltration as a result of any third-party action, employee error, malfeasance or otherwise. While we have taken reasonable steps to protect the confidential information that we have access to, techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any accidental or willful security breaches or other unauthorized access to our platform could cause confidential customer and investor information to be stolen and used for criminal purposes. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity. If security measures are breached because of any third-party action, employee error, malfeasance or otherwise, or if design flaws in our technology infrastructure are exposed and exploited, our relationships with customers and investors could be severely damaged, we could incur significant liability and our business and operations could be adversely affected.

| 26 |

| --- |

Wedepend heavily on our management team and other key personnel to manage our business. If we fail to retain their employment or servicesor fail to attract talents, our ability to run and grow our business could be severely impaired.

Our future success is highly dependent on the ongoing efforts of our senior management and key personnel. We rely on our management team for their extensive knowledge of and experience in China’s automobile and internet industries as well as their deep understanding of the automobile market, business environment and regulatory regime in China. The loss of the services of one or more of our senior executives or key personnel may have a material adverse effect on our business, financial condition and results of operations. Competition for senior management and key personnel is intense and the pool of suitable candidates is very limited. Hence, we may not be able to retain the employment or services of our senior executives or key personnel, or attract and retain senior executives or key personnel in the future. If we fail to retain our senior management, our business and results of operations could be materially and adversely affected. In addition, if any members of our senior management or any of our key personnel join a competitor or form a competing company, we may not be able to replace them easily and we may lose customers, business partners and key staff members.

Ourbusiness is susceptible to employee misconduct, improper business practices and other fraudulent conduct by or between our employeesand third parties.

We rely on our employees to carry out our operating objectives and are exposed to many types of operational risks, including the risk of misconduct and errors by our employees. Our business depends on our employees to interact with potential customers, conduct car inspection, process large numbers of transactions and provide support for other key aspects of our business, all of which involve the use and disclosure of personal information and are susceptible to human errors on the part of our employees.

We could be materially and adversely affected if transactions were redirected, misappropriated or otherwise improperly executed, if personal information was disclosed to unintended recipients or if an operational breakdown or failure occurred when processing transactions, whether as a result of human error, purposeful sabotage or fraudulent manipulation of our operations or systems.

Although we provide periodic and solid trainings to all our employees, it is not always possible to identify, deter or prevent misconduct or errors by employees, and the precautions we take to detect and prevent potential misconducts and human errors may not be completely effective in controlling risks or losses. If any of our employees takes, converts or misuses funds, documents or data or fails to follow protocols when interacting with customers or among themselves, we could be liable for damages and subject to regulatory actions and penalties. We could also be perceived to have facilitated or participated in the illegal misappropriation of funds, documents or data, or failed to follow applicable protocols, and therefore be subject to civil or criminal liability. Our employees may also engage in improper business practices and other fraudulent conduct with third parties. As a result of these potentially damaging activities, we could incur significant losses, which could have a material adverse effect on our results of operations and financial condition.

Failureto adequately protect our intellectual property and proprietary information could materially harm our business and operating results.

We believe our patents, trademarks, software copyrights, trade secrets, our brand and other intellectual property rights and proprietary information are critical to our success. Any unauthorized use of intellectual property rights and proprietary information could harm our business, reputation and competitive advantages. We rely on a combination of patent, trademark, trade secret and copyright law, our internal control mechanism, and contractual arrangements to protect our intellectual property.

Legal protection may not always be effective. Infringement of intellectual property rights continues to pose a serious risk in doing business in China. Monitoring and preventing unauthorized use is difficult. Furthermore, the application of laws governing intellectual property rights in China is uncertain and evolving, and could involve substantial risks to us. The practice of intellectual property rights enforcement action by Chinese regulatory authorities is in its early stage of development. In the event that we have to resort to litigation and other legal proceedings to enforce our intellectual property rights, such action, litigation or other legal proceedings could result in substantial costs and diversion of our management’s attention and resources and could disrupt our business. There is no assurance that we will be able to enforce our intellectual property rights effectively or otherwise prevent others from the unauthorized use of our intellectual property.

| 27 |

| --- |

We try, to the extent possible, to protect our intellectual property, technology, and confidential information by requiring our employees, third-party service providers, and consultants to enter into confidentiality and assignment of inventions agreements. Due to potential willful or unintentional conduct of personnel who have access to our confidential and proprietary information, these agreements and control measures may not effectively prevent unauthorized disclosure or use of our confidential information, unauthorized use of our intellectual property or technology and may not provide an adequate remedy in the event of such unauthorized disclosure or use. The enforceability of confidentiality agreements may vary from jurisdiction to jurisdiction. Failure to obtain or maintain trade secrets and/or confidential know-how protection could adversely affect our competitive position.

Competitors may adopt service names or trademarks similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. Our competitors may independently develop substantially equivalent proprietary information and may even apply for patent protection. If successful in obtaining such patent protection, our competitors could limit our use of our trade secrets and confidential know-how, and our financial position and operating results would be adversely affected.

Wehave been and may continue to be subject to intellectual property infringement claims or other allegations by third parties, which maymaterially and adversely affect our business, results of operations and prospects.

We depend to a large extent on our ability to develop and maintain the intellectual property rights relating to our technology and online businesses. We have devoted considerable resources to the development and improvement of our car inspection technology, big data and AI capabilities, mobile applications, mobile sites and websites and information technology systems. We cannot be certain that third parties will not claim that our business infringes upon or otherwise violates patents, trademarks, copyrights or other intellectual property rights that they hold. Companies operating online businesses and provide technology-based services are frequently involved in litigation related to allegations of infringement of intellectual property rights. The validity, enforceability and scope of protection of intellectual property rights, particularly in China, are still evolving. We were subject to several trademark claims in the past and may in the future be subject to intellectual property infringement claims from time to time. As we face increasing competition and as litigation becomes a more common method for resolving commercial disputes in China, we face a higher risk of being the subject of intellectual property infringement claims.

Defending against intellectual property claims is costly and can impose a significant burden on our management attention and resources, and favorable final outcomes may not be obtained in all cases. Such claims, even if they do not result in liability, may harm our reputation. Any resulting liability or expenses, or changes required to our services to reduce the risk of future liability, may have a material adverse effect on our business, results of operations and prospects.

Wewere named as a defendant in two putative shareholder class action lawsuits in the past that could have a material adverse impact onour business, financial condition, results of operation, cash flows and reputation.

We were named as a defendant in the two putative shareholder class action lawsuits described in “Item 8, Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.” In May 2021, we have settled the two putative shareholder class action lawsuits for a total of US$9.5 million approved by court, out of which US$6.5 million were covered by our insurance policy and we made a contribution of US$3.0 million. Although the lawsuits were settled, the process lasted for over a year and utilized a significant portion of our resources and diverted management’s attention from the day-to-day operations of our company, all of which could harm our business. We cannot assure you that similar class action claims will not occur in the future. We also may be subject to claims for indemnification related to these matters, and we cannot predict the impact that indemnification claims may have on our business or financial results.

| 28 |

| --- |

Wemay be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, ourbusiness, results of operations and financial condition could be materially and adversely affected.

We may be subject to disputes with various counterparties with which we transact from time to time in the ordinary course of our business, such as service providers, customers, competitors and investors, which may lead to legal proceedings. These proceedings, if and when materialize, could have a material adverse effect on our business, results of operations and financial condition. Claims arising out of actual or alleged violations of law could also be asserted against us by consumers and businesses that utilize our services, by competitors, or by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, product liability laws, consumer protection laws, intellectual property laws, unfair competition laws, privacy laws, labor and employment laws, securities laws, real estate laws, tort laws, contract laws, property laws and employee benefit laws. We may also be subject to lawsuits due to actions by our third-party financing partners, or third-party providers of various services, including logistics and delivery service, title transfer service, car repair, car inspection equipment, loan servicing, car collateral repossession, and certain data services.

For example, we are subject to ongoing contractual disputes and other proceedings in the PRC. These cases are still ongoing, but we believe the claims are without merit and we will defend ourselves accordingly. As of December 31, 2024, we have not recorded any accrual for expected loss payments related to these cases and do not believe any of these claims is material to our overall business operations. However, we cannot predict the outcome of these cases or reasonably estimate any potential loss due to the current status of the proceedings. There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws. Even if we are successful in our attempt to defend ourselves in legal and administrative actions or to assert our rights under various laws, enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile. These actions could expose us to negative publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

Acquisitions,strategic alliances and investments could be costly, difficult to integrate, disrupt our business and adversely affect our results ofoperations and the value of your investment.

As we continue to expand our operations, we have and may in the future enter into strategic alliances or to acquire substantial asset or equities from a pool of candidates that fit our criteria. We are not certain that we will be able to consummate any such transactions in the future or identify those candidates that would result in the most successful combinations, or that future acquisitions will be able to be consummated at reasonable prices and terms. In addition, increased competition for acquisition candidates could result in fewer acquisition opportunities for us and higher acquisition prices. Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including:

●	lack<br> of suitable acquisition candidates;
●	intense<br> competition with other auction groups or new industry consolidators for suitable acquisitions;
●	deterioration<br> of our financial capabilities;
●	difficulties<br> in assimilating and integrating the operations, personnel, systems, data, technologies, products and services of the acquired business;
●	inability<br> of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other<br> benefits;
●	difficulties<br> in retaining, training, motivating and integrating key personnel;
●	diversion<br> of management’s time and resources from our normal daily operations;
●	difficulties<br> in successfully incorporating licensed or acquired technology and rights into our platform and service offerings;
●	difficulties<br> in maintaining uniform standards, controls, procedures and policies within the combined organizations;
●	difficulties<br> in retaining relationships with customers, employees and third-party service providers of the acquired business;

| 29 |

| --- | | ● | risks of entering markets in which we have limited or no prior experience; | | --- | --- | | ● | regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; | | ● | assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; | | ● | failure to successfully further develop the acquired technology or maintain acquired facilities; | | ● | liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; | | ● | potential disruptions to our ongoing businesses; and | | ● | unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions. |

We may not make any investments or acquisitions, or any future investments or acquisitions may not be successful, may not benefit our business strategy, may not generate sufficient revenues to offset the associated acquisition costs or may not otherwise result in the intended benefits. In addition, we cannot assure you that any future investment in or acquisition of new businesses or technology will lead to the successful development of new or enhanced service offerings and that any new or enhanced technology or services, if developed or offered, will achieve market acceptance or prove to be profitable.

Wemay need additional capital to achieve our business targets and respond to market opportunities. If we could not obtain sufficient capitalthrough either debt or equity financing, our business, operating results and financial condition could be materially harmed, and yourownership may be diluted.

Since our inception, we have raised substantial financing to support the growth of our business. For details, see “Item 4. Information on the Company—A. History and Development of the Company” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Cash flows and working capital.” Despite these and any future further financing activities, we cannot guarantee that additional funds to support our business will be available on reasonable terms, or at all when we need them. We may require additional capital to pursue our business objectives and respond to business opportunities, challenges or unforeseen circumstances, including to improve our brand awareness, build and maintain our offline network, develop new products or services or further improve existing products and services, and acquire complementary businesses and technologies.

For example, on November 4, 2024, we entered into a share subscription agreement with Lightwind, an indirect wholly-owned subsidiary of Dida, pursuant to which Lightwind 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 addition, on March 4, 2025, we entered into certain definitive agreements with Fame Dragon, 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. If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer further dilution. Additionally, any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our ordinary shares. Our ability to retain our existing financial resources and obtain additional financing on acceptable terms is subject to a variety of uncertainties, including but not limited to:

●	economic,<br> political and other conditions in China;
●	PRC<br> governmental policies relating to bank loans and other credit facilities;
●	PRC<br> governmental regulations of foreign investment and the automobile industry in China;

| 30 |

| --- | | ● | conditions of capital markets in which we may seek to raise funds; and | | --- | --- | | ● | our future results of operations, financial condition and cash flows. |

If we are unable to obtain adequate financing or financing on satisfactory terms, our ability to continue to pursue our business objectives and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, results of operations, financial condition and prospects could be adversely affected.

Weare subject to the risks and uncertainties associated with certain investor’s repurchase rights.

Under the terms of an equity investment agreement with Hefei Construction Investment North City Industrial Investment Co., Ltd., or Hefei Construction Investment, signed on September 20, 2023, the investor will invest by multiple instalments in Uxin Hefei, and each instalment will be made after the lease payment is made by the Hefei subsidiary, over a 10-year period. For more information about this transaction, see “Item 4. Information on the Company—A. History and Development of the Company.” Both parties hold significant repurchase rights under this agreement. Specifically, while we retain the right to buy back the equity interests from Hefei Construction Investment at any time, the investor similarly possesses the right to request that we repurchase their equity interests at potentially any point during the agreement’s tenure when Uxin Hefei meets the performance condition or fails to meet certain conditions as stipulated in the equity investment agreement.

On July 8, 2024, we, through our wholly-owned subsidiary Uxin (Anhui) Industrial Investment Co., Ltd., or Uxin Anhui, entered into an equity investment agreement with Zhengzhou Airport Automobile Industry Co., Ltd., or Zhengzhou Airport Industry, to establish Youxin (Zhengzhou) Automobile Intelligent Remanufacturing Co., Ltd., or Uxin Zhengzhou, as our subsidiary in Zhengzhou. For more information about this transaction, see “Item 4. Information on the Company—A. History and Development of the Company.” Both parties hold significant repurchase rights under this equity investment agreement. Specifically, while Uxin Anhui retains the right to buy back the equity interest from Zhengzhou Airport Industry at any time, subject to necessary regulatory approvals, Zhengzhou Airport Industry has the right to request Uxin Anhui to acquire its equity interests if certain performance-based conditions are met (the “Repurchase Obligations”). We undertook to provide an irrevocable joint and several liability guarantee for the performance by Uxin Anhui of Repurchase Obligations.

On October 16, 2024, we, through our wholly-owned subsidiary Uxin Anhui, entered into an agreement with Wuhan Junshan Urban Asset Operation Co., Ltd. (“Wuhan Junshan”), a company indirectly controlled by Wuhan City Economic & Technological Development Zone, to establish our investee Wuhan Youxin Intelligent Remanufacturing Co., Ltd. (formerly known as Youxin (Wuhan) Automobile Intelligent Remanufacturing Co., Ltd.), or Uxin Wuhan. For more information about this transaction, see “Item 4. Information on the Company—A. History and Development of the Company.” Similar to the arrangement in Zhengzhou, the agreement grants both parties significant repurchase rights. Specifically, while Uxin Anhui retains the preferential rights over others to repurchase shares from Wuhan Junshan, subject to necessary regulatory approvals, Wuhan Junshan has the right to request Uxin Anhui to acquire its equity interests if certain performance-based conditions are met, if Uxin Wuhan fails to commence operating activities within one year since establishment, or if the board of Uxin Wuhan is unable to reach effective resolutions for more than three times.

If any of Hefei Construction Investment, Zhengzhou Airport Industry or Wuhan Junshan opts to exercise their respective repurchase rights, we may be required to secure substantial funds to buy back the equity interests. This demand for liquidity could coincide with other financial obligations or during a period of tightened cash flows, thereby straining our financial resources. The request for a repurchase could come at a time when market conditions are unfavorable, which may necessitate fundraising under less favorable terms or divesting assets at suboptimal prices to fulfill the repurchase obligation, in which case our business, results of operations, financial condition and prospects could be adversely affected.

| 31 |

| --- |

Ifwe fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately reportour financial results or prevent fraud.

Prior to our initial public offering in June 2018, we were a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the audits of our consolidated financial statements as of and for the nine months ended December 31, 2024, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified related to our lack of sufficient accounting staff and management resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements. We are in the process of implementing a number of measures to remedy these control deficiencies. See “Item 15. Controls and Procedures—Internal Control Over Financial Reporting.” However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

We are a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. Our management has concluded that our internal control over financial reporting was ineffective as of the end of the nine months ended December 31, 2024. In addition, since we ceased to be an “emerging growth company” as such term is defined in the JOBS Act, we will also be subject to the requirement that an independent registered public accounting firm must issue an attestation report on the effectiveness of our internal control over financial reporting, if we become a large accelerated filer or an accelerated filer. Our management may continue to conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report concluding that our internal control over financial reporting is ineffective if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, as we are a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify other material weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to implement adequate measures to remediate our existing material weakness, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of the ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements for prior periods.

Asevere or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.

The global macroeconomic environment is facing numerous challenges. The growth rate of the Chinese economy had already been slowing since 2010. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which had been adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China, even before 2020. The war in Ukraine and the imposition of broad economic sanctions on Russia could raise energy prices and disrupt global markets. Unrest, terrorist threats and the potential for war in the Middle East and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition. See “—We may need additional capital to achieve our business targets and respond to market opportunities. If we could not obtain sufficient capital through either debt or equity, our business, operating results and financial condition could be materially harmed.”

| 32 |

| --- |

Allegationsor lawsuits against us or our management and related negative publicity may harm our reputation and have a material and adverse impacton our business operations and the trading price of our ADSs.

We have been, and may become, subject to allegations or lawsuits brought by our competitors, customers, business partners, short sellers, investment research firms or other individuals or entities. For example, a report was published on April 16, 2019 making various allegations about us, and we responded publicly stating the allegations are unfounded. Any such allegation or lawsuit, with or without merit, or any perceived unfair, unethical, fraudulent or inappropriate business practice by us or perceived malfeasance by our management, or failure or perceived failure to comply with legal and regulatory requirements, alleged accounting or financial reporting irregularities, could harm our reputation and distract our management from our daily operations. Allegations or lawsuits against us or our management may also generate negative publicity that significantly harms our reputation, which may materially and adversely affect our ability to attract customers, third-party service providers and business partners and hence our business operations, and cause the trading price of our ADSs to decline and fluctuate significantly.

We may continue to be the target of adverse publicity and detrimental conduct against us, including complaints, anonymous or otherwise, to regulatory agencies regarding our operations, accounting, and regulatory compliance. We may be subject to government or regulatory investigation or inquiries, or shareholder lawsuits, as a result of such third-party conduct and may be required to incur significant time and substantial costs to defend ourselves, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time or at all. Our reputation may also be negatively affected as a result of the public dissemination of allegations or malicious statements about us, which in turn may materially and adversely affect the trading price of our ADSs.

Anyfailure by us or our third-party service providers to comply with applicable anti-money laundering laws and regulations could damageour reputation.

Our financing partners and payment companies are subject to anti-money laundering obligations under applicable anti-money laundering laws and regulations and are regulated in that respect by the People’s Bank of China, or the PBOC. If any of our third-party service provides fail to comply with applicable anti-money laundering laws and regulations, our reputation could suffer and we could become subject to regulatory intervention, which could have a material adverse effect on our business, financial condition and results of operations. Any negative perception of the industry, such as that arises from any failure of other loan facilitation service providers, consumer finance marketplaces or e-commerce platform for buying and selling used cars to detect or prevent money laundering activities, even if factually incorrect or based on isolated incidents, could compromise our image or undermine the trust and credibility we have established.

Weare subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increasedboth our costs and the risk of non-compliance.

We are subject to rules and regulations promulgated by various governing bodies, including, for example, the Securities and Exchange Commission, which is charged with the protection of investors and the oversight of companies whose securities are publicly traded, and the various regulatory authorities in China and the Cayman Islands, and to new and evolving regulatory measures under applicable laws. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

| 33 |

| --- |

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices.

If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.

Wehave limited business, disruption or litigation insurance coverage.

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products and are, to our knowledge, not well-developed in the field of business liability insurance. While business disruption insurance is available to a limited extent in China, we have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, except for limited property insurance coverage, we do not maintain general business liability, disruption or litigation insurance coverage for our operations in China. We consider our insurance coverage to be reasonable in light of the nature of our business, but we cannot assure you that our insurance coverage is sufficient to prevent us from any loss or that we will be able to successfully claim our losses under our current insurance policies on a timely basis, or at all.

Wehave granted, and may continue to grant, options and other types of awards under our share incentive plan, which may result in increasedshare-based compensation expenses.

We adopted an amended and restated share incentive plan in February 2018, which was further amended in August 2018, November 2018 and April 2024, referred to as the Amended and Restated Plan, for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. We recognize expenses in our consolidated statement of comprehensive loss in accordance with U.S. GAAP. The maximum aggregate number of ordinary shares which may be issued pursuant to all awards under the Amended and Restated Plan is 622,873,386 ordinary shares.

For the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, we recorded an aggregate of negative RMB47.3 million, RMB47.1 million and RMB84.9 million (US$11.6 million), respectively, in share-based compensation expenses related to the equity awards granted under the Amended and Restated Plan. As of December 31, 2024, our unrecognized share-based compensation expenses related to the share options and restricted share units amounted to RMB76.4 million (US$10.5 million). We believe the granting of share-based compensation is of significant importance to our ability to attract and retain key personnel and employees, and we will continue to grant share-based compensation to employees in the future. As a result, our expenses associated with share-based compensation may increase, which may have an adverse effect on our results of operations. In addition, the issuance of additional equity upon the exercise of options or other types of awards would result in further dilution to our shareholders.

Ourbusiness is dependent on the performance of the internet and mobile internet infrastructure and telecommunications networks in China,which may not be able to support the demands associated with our growth.

Our internet businesses are heavily dependent on the performance and reliability of China’s internet infrastructure, the continual accessibility of bandwidth and servers to our service providers’ networks, and the continuing performance, reliability and availability of our technology platform. We use the internet to deliver services to our customers, who access our websites and mobile apps on the internet.

We rely on major Chinese telecommunication companies to provide us with bandwidth for our services, and we may not have any access to comparable alternative networks or services in the event of disruptions, failures or other problems.

| 34 |

| --- |

Internet access may not be available in certain areas due to national disasters, such as earthquakes, or local government decisions. Surges in internet traffic on our platform, regardless of the cause, may seriously disrupt services we provide through our platform and in-store or cause our technology systems and our platform to shut down. If we experience technical problems in delivering our services over the internet either at national or regional level or system shutdowns, we could experience reduced demand for our services, lower revenues and increased costs. Consequently, our business, results of operations and financial condition would be adversely affected.

Weface risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations and adverselyaffect our business, financial condition or results of operation.

Our business could be adversely affected by the effects of other epidemics such as COVID-19, Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, or Severe Acute Respiratory Syndrome, or SARS. Our business operations could be disrupted if any of our employees is suspected of having Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, SARS, or other epidemics, since it could require our employees to be quarantined and/or our offices to be disinfected. In addition, our results of operations could be adversely affected to the extent that any of these epidemics harms the Chinese and global economy in general.

We are also vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide products and services on our platform.

In addition, our results of operations could be adversely affected to the extent that any health epidemic, natural disaster or other calamities harms the Chinese and global economies in general. Our headquarters are located in Beijing, where most of our management and employees currently reside. Most of our system hardware and back-up systems are hosted in facilities located in Beijing. Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Beijing, our operation may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations.

Ourbusiness is subject to quarterly fluctuations and unexpected interruptions.

We have experienced, and expect to continue to experience, quarterly fluctuations in our revenues and results of operations. Our revenue trends are a reflection of consumers’ car purchase patterns. The holiday period following the Chinese New Year is usually in the first quarter of each year, which may contribute to lower activity levels in that quarter of each year. As a result, our revenues may vary from quarter to quarter and our quarterly results may not be comparable to the corresponding periods of prior years. Our actual results may differ significantly from our targets or estimated quarterly results. The quarterly fluctuations in our revenues and results of operations could result in volatility and cause the price of our shares to fall.

RisksRelated to Our Corporate Structure

Ifthe PRC government determines that the historical contractual arrangements with the former VIEs structure did not, or that our holdingcompany structure do not, comply with PRC laws and regulations, or if these regulations change or are interpreted differently in thefuture, our shares and/or ADSs may decline in value or become worthless.

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.

| 35 |

| --- |

In January 2015, Ministry of Industry & Information Technology announced 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, or SHFTZ Notice. Pursuant to SHFTZ Notice, there are no restrictions on foreign investors maximum shareholding percentage in an enterprise established in Shanghai Pilot Free Trade Zone that conducts value-added telecommunications services in the scope of online data processing and transaction processing (Operating E-commerce). Therefore, our eligible PRC subsidiaries, Yougu and Youhan, have applied for and obtained approval from Shanghai Communications Administration to conduct e-commerce, and since then they have been operating our main online businesses instead of the former VIEs, Youxin Hulian and Yishouche.

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 the Company. Pursuant to the Restructuring, our wholly owned subsidiaries that have contractual arrangements with the VIEs and their respective shareholders have purchased all equity interests held by such shareholders in the VIEs. Accordingly, all contractual arrangements that enabled such shareholders to direct the activities of and derive economic benefits from the VIEs, were effectively terminated. As a result of the Restructuring, the VIEs have become our wholly owned subsidiaries and we currently operates our business in China directly through our subsidiaries, rather than through any variable interest entity.

We, through the former VIEs, had been historically subject to a series of contractual arrangements with the former VIEs and the shareholders of the former VIEs until March 31, 2022. Although we have completed the Restructuring in March 2022, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to the agreements that established the former VIE structure for our operations in China, including potential future actions by the PRC government, which may retroactively affect the enforceability and legality of our historical contractual arrangements with the former VIEs and, consequently, affect the historical financial condition and results of operations of the former VIEs, and our ability to consolidate the results of the former VIEs into our consolidated financial statements for the periods prior to the completion of the Restructuring. No service fee was accrued or paid by the former VIEs according to the contractual agreements as the services provided were immaterial during the historical periods. The consideration for termination of the historical contractual arrangements with the former VIEs was the same as the loan amount under the contractual agreements, therefore, there was no cash transfer for the termination of the contractual arrangements. If the PRC government finds such agreements non-compliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, and such changes may be retroactively applied to our historical contractual arrangements, we could be subject to severe penalties and our contractual arrangements with the former VIEs may be rendered ineffective, which could result in potential restatement of our financial statements included elsewhere in this transition report. As a result, our shares and/or ADSs may decline in value or become worthless.

RisksRelated to Doing Business in China

Changesin China’s economic, political or social conditions or government policies could have a material adverse effect on our businessand operations.

Substantially all of our operations are located in China. Accordingly, our business prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

The Chinese economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China are still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

| 36 |

| --- |

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. The growth rate of the Chinese economy has gradually slowed since 2010, and the COVID-19 also had some impact on the Chinese economy in the past two years. Any prolonged slowdown in the Chinese economy may reduce the demand for our products and services and materially and adversely affect our business and results of operations.

Theapproval and/or other requirements of the CSRC, the CAC, or other PRC governmental authorities may be required in connection with anoffering under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able to obtainsuch approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or delay in obtaining suchapproval for any future offshore securities offering, or a rescission of obtained approval, would subject us to sanctions imposed bythe CSRC or other PRC government authorities.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, purport to require offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to any public securities offerings on an overseas stock exchange. The interpretation and application of the regulations remain unclear. If a governmental approval is required, it is uncertain how long it will take for us to obtain such approval, and, even if we obtain such approval, the approval could be rescinded. Any failure to obtain or a delay in obtaining the requisite governmental approval for an offering, or a rescission of such CSRC approval if obtained by us, may subject us to sanctions imposed by the relevant PRC regulatory authority, which could include fines and penalties on our and the former VIEs’ operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations. In the opinion of Beijing DOCVIT Law Firm, our counsel regarding certain PRC legal matters, based on its understanding of the current PRC laws and regulations, we will not be required to submit an application to the CSRC for the approval under the M&A Rules for an offering because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether our offerings are subject to this regulation; and (ii) our PRC subsidiaries were incorporated as wholly foreign-owned enterprises by means of direct investment and we did not acquire any equity interests or assets of a “PRC domestic company” as such terms are defined under the M&A Rules.

However, in the opinion of Beijing DOCVIT Law Firm, our counsel regarding certain PRC legal matters, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as our PRC legal counsel, and hence, we may face regulatory actions or other sanctions from them. Furthermore, relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down Illegal Securities Activities on July 6, 2021, which provided that the administration and supervision of overseas-listed China-based companies will be strengthened, and the special provisions of the State Council on overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of domestic industry competent authorities and regulatory authorities. However, the Opinions on Strictly Cracking Down Illegal Securities Activities were still leaving uncertainties regarding the interpretation and implementation of these opinions. It is possible that any new rules or regulations may impose additional requirements on us. Furthermore, the Review Measures required that, in addition to network products and services acquired by critical information infrastructure operators, online platform operators are also subject to cybersecurity review if they carry out data processing activities that affect or may affect national security, and online platform operators listing in a foreign country with more than one million users’ personal information data must apply for a cybersecurity review with the Cybersecurity Review Office. It is uncertain whether we would be deemed as a CIIO or an online platform operator which is under the censorship of the Review Measure in the future. In the event that we become under investigation or review by the CAC, we may have to substantially change our current business and our operations may be materially and adversely affected. If it is determined in the future that CSRC approval or other procedural requirements are required to be met for and prior to an offering, it is uncertain whether we can or how long it will take us to obtain such approval or complete such procedures and any such approval could be rescinded. Any failure to obtain or delay in obtaining such approval or completing such procedures for an offering, or a rescission of any such approval, could subject us to sanctions by the relevant PRC governmental authorities. The PRC governmental authorities may impose restrictions and penalties on our operations in China, such as the suspension of our apps and services, revocation of our licenses, or shutting down part or all of our operations, limit our ability to pay dividends outside of China, delay or restrict the repatriation of the proceeds from an offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs. The PRC governmental authorities may also take actions requiring us, or making it advisable for us, to halt an offering before settlement and delivery of the ADSs being offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the PRC governmental authorities later promulgate new rules or explanations requiring that we obtain their approvals for filings, registrations or other kinds of authorizations for an offering, we cannot assure you that we can obtain the approval, authorizations, or complete required procedures or other requirements in a timely manner, or at all, or obtain a waiver of the requisite requirements if and when procedures are established to obtain such a waiver.

| 37 |

| --- |

On February 17, 2023, the CSRC, as approved by the State Council, released the Overseas Listing Trial Measures. According to the Overseas Listing Trial Measures, domestic companies in the Chinese mainland that directly or indirectly offer or list their securities in an overseas market, are required to file with the CSRC. Specifically, the securities under the Trial Measures refer to stocks, depositary receipts, convertible corporate bonds, exchangeable bonds and other equity-linked securities to be issued and offered in overseas markets by domestic companies directly or indirectly, while a direct offering and listing refers to the overseas offering and listing of a joint-stock company incorporated in the Chinese mainland, and an indirect offering and listing refers to the overseas offering and listing of a domestic company which conducts its business operations primarily in the Chinese mainland, in the name of an offshore company and based on the underlying equities, assets, earnings or similar interests of the domestic company. In particular, the determination of an indirect offering and listing will be conducted on a “substance over form” basis, and an offering and listing should be considered as an indirect overseas offering and listing by a domestic company if the issuer meets both of the following conditions: (i) 50% or more of the issuer’s revenue, profit, total assets or net assets as documented in the issuer’s audited consolidated financial statements in the most recent financial year is accounted by domestic companies; and (ii) the majority of its business operations are conducted in the Chinese mainland or its principal place of business is located in the Chinese mainland, or the majority of senior management in charge of business operations are Chinese citizens or have domicile in the Chinese mainland. According to the Overseas Listing Trial Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by the laws, administrative regulations and relevant national provisions; (ii) if the intended securities offering and listing may constitute a threat to or endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic companies or their controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy in the past three years; (iv) the domestic companies are currently under investigations in connection with suspicion of having committed criminal offenses or material violations of applicable laws and regulations, and there is still no explicit conclusion; or (v) there are material ownership disputes over the shareholdings held by the controlling shareholder or the shareholder under the control of the controlling shareholder or the actual controllers. According to the Overseas Listing Trial Measures, the issuer or its affiliated domestic company, as the case may be, is required to file with the CSRC (i) with respect to its initial public offering and listing and its subsequent securities offering in an overseas market different from the market where it has listed, within three business days after its submission of listing application documents to the relevant regulator in the place of intended listing, (ii) with respect to its follow-on offering in the same overseas market where it has listed (including issuance of any corporate convertible bonds, exchangeable bonds and other equity-linked securities, but excluding the offering for employees incentive, dividend distribution by shares and share split), within three business days after completion of such follow-on offering, (iii) with respect to listing by means of single or multiple acquisitions, share swap, transfers of shares and similar transactions, within three business days after its initial filing of the listing application or the first public announcement of the transaction, as case may be. Failure to comply with the filing requirements may result in an order of rectification, a warning and fines ranging from RMB1 million to RMB10 million to the non-compliant domestic companies, and the directly responsible persons of the companies will be warned and fined between RMB500,000 and RMB5 million. Furthermore, if the controlling shareholder and the actual controller of the non-compliant companies organizes or instigates the breach, they will be fined between RMB1 million and RMB10 million. In addition to above filing requirements, the Filings Rules also requires an issuer to report to the CSRC within three business days after occurrence of any the following events: (i) its change of control; (ii) its being subject to investigation or sanctions by any overseas securities regulators or overseas authorities; (iii) its change of listing status or listing segment; (iv) voluntary or mandatory delisting; and (v) material change of its principal business operations to the extent that it ceases to be subject to the filing requirements of the Overseas Listing Trial Measures.

| 38 |

| --- |

On February 24, 2023, the CSRC released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, or, the Confidentiality Provisions, which came into effect on March 31, 2023. Pursuant to the Confidentiality Provisions, any future inspection or investigation conducted by overseas securities regulator or the relevant competent authorities on our PRC domestic companies with respect to our overseas issuance and listing shall be carried out in the manner in compliance with PRC laws and regulations.

As of the date of this transition report, we have not received any inquiry or notice or any objection in connection with our historical issuance of securities to foreign investors from the CSRC, the CAC or any other PRC governmental authorities that have jurisdiction over our operations. In the opinion of Beijing DOCVIT Law Firm, our counsel as to certain PRC legal matters, we are not required to file an application for the cybersecurity review by CAC for our historical issuance of securities to foreign investors as of the date of this transition report on the grounds that: (i) the relevant regulations do not require network platform operators holding personal information of over one million users to file a supplementary application of cybersecurity review for their historical issuance of securities to foreign investors that occurred before such regulations became effective; and (ii) our securities have already been listed on the Nasdaq Global Select Market before such regulations became effective. Thus, Beijing DOCVIT Law Firm does not expect that, as of the date of this transition report, we are required to file an application for the cybersecurity review by CAC for our historical issuance of securities to foreign investors.

Furthermore, in the opinion of Beijing DOCVIT Law Firm, our counsel as to certain PRC legal matters, based on the facts that, (i) the Cybersecurity Review Measures were newly adopted, and the implementation and interpretation of the Cybersecurity Review Measures are subject to uncertainties, (ii) as of the date of this transition report, we have not been involved in any investigations on cybersecurity review made by the CAC on such basis, and (iii) except for the rectification notice from the MIIT on August 19, 2021 with respect to the unauthorized access to users’ address books and locations in our application, which had been rectified on August 24, 2021, 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 could have a material and adverse effect on our business, we believe we are in compliance with the existing PRC laws and regulations on cybersecurity, data security and personal data protection in all material respects. However, given the current regulatory environment in the PRC, there remains uncertainty regarding the interpretation and enforcement of PRC laws, which can change quickly with little notice in advance and subject to any future actions within the discretion of PRC authorities.

According to the New Overseas Listing Rules, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to complete the filing procedure with the CSRC and report relevant information. In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified the Overseas Listing Trial Measures. We have been closely monitoring regulatory developments in China regarding any necessary approvals, filings or reports from the CSRC, and we will take any and all actions necessary to complete the filing with the CSRC if required.

| 39 |

| --- |

ThePRC government’s oversight over our business operation could result in a material adverse change in our operations and the valueof our ADSs.

We historically conducted our business in China primarily through the former VIEs and their subsidiaries. Our operations in China are governed by PRC laws and regulations. The PRC government has oversight over the conduct of our business, and may intervene or influence our operations as the government deems appropriate to advance regulatory and social goals and policy positions. The PRC government deems appropriate to advance regulatory and social goals and policy positions. The PRC government has recently published new policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ADSs. In addition, 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 our ability to offer or continue to offer ADSs to investors and cause the value of our ADSs to significantly decline or become worthless. Therefore, investors of our company and our business face potential uncertainty from actions taken by the PRC government affecting our business.

Uncertaintiesin the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.

The PRC legal system is based on written statutes and prior court decisions have limited value as precedents. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always consistent and enforcement of these laws, regulations and rules involves uncertainties.

In particular, PRC laws and regulations concerning the used car e-commerce industry are developing and evolving. Although we have taken measures to comply with the laws and regulations that are applicable to our business operations and avoid conducting any activities that may be deemed as illegal under the current applicable laws and regulations, the PRC government authority may promulgate new laws and regulations regulating our industry and amend the existing laws and regulations in the future. See “—Risks Related to Our Business and Industry—Failure to obtain certain filings, approvals, licenses, permits and certificates for our business operations may materially and adversely affect our business, financial condition and results of operations.” We cannot assure you that our practices would not be deemed to violate any PRC laws or regulations. Moreover, developments in the used car service industry and online used car transaction industry may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies that may limit or restrict e-commerce platform for used cars like us, which could materially and adversely affect our business and results of operations.

In addition, we are required to satisfy various requirements by relevant authorities from time to time and we cannot assure you that we will comply with all those requirements within prescribed time. For example, some of our PRC subsidiaries have been included in the list of abnormal business operation by the local branch of the SAMR for reasons including delay in information disclosure and failure to be reached by the authority. Failure to do so may subject us to administrative penalties.

From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

Furthermore, recently, certain PRC regulatory authorities issued Opinions on Strictly Cracking Down on Illegal Securities Activities, which were available to the public on July 6, 2021 and further emphasized to strengthen the cross-board regulatory collaboration, to improve relevant laws and regulations on data security, cross-border data transmission, and confidential information management, and provided that efforts will be made to revise the regulations on strengthening the confidentiality and file management relating to the offering and listing of securities overseas, to implement the responsibility on information security of overseas listed companies, and to strengthen the standardized management of cross-border information provision mechanisms and procedures. However, these opinions were newly issued, and there were no further explanations or detailed rules or regulations with respect to such opinions, and there are still uncertainties regarding the interpretation and implementation of these opinions.

These and other similar legal and regulatory developments could lead to legal and economic uncertainty, affect how we design, market and sell solutions, how we operate our business, how our customers process and share data, how we process and use data, and how we transfer personal data from one jurisdiction to another, which could negatively impact demand for our solutions. We may incur substantial costs to comply with such laws and regulations, to meet the demands of our customers relating to their own compliance with applicable laws and regulations, and to establish and maintain internal compliance policies.

| 40 |

| --- |

Ourbusiness is susceptible to changes in government policies, including policies on automobile purchases, ownership, taxation, vehicle titletransfers, and used car transactions across regions and provinces. Failure to adequately respond to such changes could adversely affectour business.

Government policies on automobile purchases and ownership may have a material impact on our business due to their influence on consumer behaviors. Since 2009, the PRC government has changed the vehicle purchase tax on automobiles with 1.6 liter or smaller engines several times. In addition, in August 2014, several PRC governmental authorities jointly announced that from September 2014 to December 2017, purchases of new energy automobiles designated on certain catalogs will be exempted from vehicle purchase taxes. In April 2015, several PRC governmental authorities also jointly announced that from 2016 to 2020, purchasers of new energy automobiles designated on certain catalogs will enjoy subsidies. In December 2016, relevant PRC governmental authorities further adjusted the subsidy policy for new energy automobiles. We cannot predict whether government subsidies will remain in the future or whether similar incentives will be introduced, and if they are, their impact on automobile retail transactions in China. It is possible that automobile retail transactions may decline significantly upon expiration of the existing government subsidies if consumers have become used to such incentives and postpone purchase decisions in the absence of new incentives. If automobile retail transactions indeed decline, our revenues and results of operations may be materially and adversely affected.

Atmospheric Pollution Prevention and Control Law of the People’s Republic of China, as amended on August 29, 2015 and on October 26, 2018, advocate reasonable control over the number of fuel vehicles in accordance with urban planning. Some local governmental authorities issued regulations and implementation rules in order to control urban traffic and the number of automobiles within particular urban areas. Municipal authorities of Beijing, Guangzhou, Shanghai, Tianjin, Hangzhou, Guiyang and Shenzhen adopted regulations and implemented rules to limit the total number of license plates issued to new automobile purchases. In addition to the quantity control of automobiles, some local governmental authorities have also adopted environmental protection policies and regulations in recent years, pursuant to which an automobile, failing to meet certain environmental protection requirements or standards, will not be able to obtain the license plate issued by relevant local governmental authorities.

As some used cars cannot meet the environmental protection standards required in some regions, the above policies and regulations may restrict or adversely impact the transactions of such used cars. Such regulatory developments, as well as other uncertainties, may adversely affect the growth prospects of China’s automobile industry, which in turn may have a material adverse impact on our business.

Youmay experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions against us or ourdirectors and management named in this transition 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, to our best knowledge, as of the date of this transition report, other than two independent directors that reside in the United States, all of the remaining directors and senior executive officers, namely, Kun Dai, Bin Li, Erhai Liu, Rong Lu, Feng Lin, Zhitian Zhang, Wenbing Jing and Chengbin Li, reside within mainland China and Hong Kong for a significant portion of the time and 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 and whose assets are located outside the United States. In addition, there is uncertainty as to whether the courts of the Cayman Islands or 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.

| 41 |

| --- |

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Furthermore, judgment of United States courts will not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States.

Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for shareholder investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC and no entities or individuals may provide documents or materials in connection with its securities activities to the overseas without proper authorization. While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law have yet to be available, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by investors in protecting your interests. See also “—Risks Related to our ADSs—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company.

Changesin international trade policies and rising political tensions, particularly between the U.S. and China, may adversely impact our businessand operating results.

The global macro-economic environment is facing challenges. There is considerable uncertainty over the monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China, and their near- or long-term impacts of the Chinese and global economies. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, including the ongoing Russia-Ukraine war and the more recent Israel-Hamas conflict, as well as concerns over the conflicts involving Ukraine, Syria and North Korea. The Russia-Ukraine war has caused, and continues to intensify, significant geopolitical tensions in Europe and across the world. The subsequent economic and trade sanctions imposed by the North Atlantic Treaty Organization and the European Union countries, the United States and certain other countries against Russia and Belarus continue to impact the economic conditions of the targeted countries and markets.

In recent year, there have been ongoing concerns about the relationship and trade disputes between the United States and China. These tensions have been marked by the imposition of higher tariffs and retaliatory measures from both sides, reflecting broader strategies to address perceived trade imbalances. For instance, President Trump has recently escalated his tariff policies, imposing sweeping new tariffs on imports from numerous countries, including China, as part of what President Trump described as a strategy to address trade imbalances and revive domestic manufacturing. The tensions between the United States and China have intensified, marked by the imposition of higher tariffs and retaliatory measures from both sides. While these developments have not directly impacted our business, they could affect our customers who export goods to these markets. Additionally, prolonged trade disputes may disrupt global economic conditions, potentially impacting our business and growth prospects. Additionally, prolonged trade disputes may disrupt global economic conditions, potentially impacting our business and growth prospects.

| 42 |

| --- |

More recently, on January 20, 2025, President Trump issued a national security presidential memorandum, entitled “America First Trade Policy,” which, among other things, directs the Secretary of the Treasury and several other executive departments and offices of the U.S. government to review the outbound investment controls focused on China, including Hong Kong and Macau to determine if it includes “sufficient controls to address national security threats” and to determine whether the executive order implementing such program “should be modified or rescinded and replaced.” For more information about such program, see “—If we became subject to the U.S. Department of Treasury’s final rule on outbound investment in the future, investments in our securities by U.S. persons and our ability to raise capital from U.S. persons could be subject to restrictions.” On February 21, 2025, President Trump issued a National Security Presidential Memorandum titled the America First Investment Policy to provide guidance on investment oversight. The America First Investment Policy includes directives to, among other things, (i) determine if adequate financial auditing standards are upheld for companies covered by the HFCAA, and (ii) review the variable interest entity and subsidiary structures used by “foreign-adversary companies” to trade on United States exchanges, as well as allegations of fraudulent behavior by these companies, to protect United States investors. These developments, and any similar legislative or executive actions in the future, could have an adverse effect on our business, financial condition and results of operations.

While cross-border business currently may not be an area of our focus, if we plan to expand our business internationally in the future or list imported vehicles and other products on our platforms, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the consumer demands, our ability to provide certain products on our platforms or our ability to provide services in certain countries. In particular, if any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, especially, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade and political tension, such changes could have an adverse effect on our business, financial condition and results of operations. In addition, our results of operations could be adversely affected if any such tensions or unfavorable government trade policies harm the Chinese economy or the global economy in general.

Ifwe became subject to the U.S. Department of Treasury’s final rule on outbound investment in the future, investments in our securitiesby U.S. persons and our ability to raise capital from U.S. persons could be subject to restrictions.

On August 9, 2023, the Biden administration published an executive order and the Treasury published an advanced notice of proposed rule-making (the “ANPRM”) providing a conceptual framework for outbound investment controls focused on China, including Hong Kong and Macau (the “Outbound Investment Program” or the “OIP”). Further to this ANPRM, on June 21, 2024, Treasury issued a proposed rule on outbound U.S. investments involving China that is generally consistent in its requirements with the NPRM. On October 28, 2024, Treasury issued a Final Rule to implement the executive order of August 9, 2023. The Final Rule took effect on January 2, 2025. The Final Rule imposes investment prohibition and notification requirements on U.S. persons for certain investments in entities associated with China (including Hong Kong and Macau) that are engaged in certain activities relating to three sectors: (i) semiconductors and microelectronics, (ii) quantum information technologies, and (iii) artificial intelligence systems, collectively defined as “Covered Foreign Persons.” U.S. persons subject to the Final Rule are in some instances prohibited altogether from making, and in other instances required to report, certain investments in Covered Foreign Persons, which are defined as “Covered Transactions.”

“Covered Transactions” include acquisitions of equity interests, certain debt financing, joint ventures, and certain investments as a limited partner in a non-U.S. person pooled investment fund. The Final Rule excludes some investments from the scope of Covered Transactions, including those in publicly traded securities listed on a national stock exchange. The Final Rule is aimed at exerting greater U.S. government oversight over U.S. direct and indirect investments involving China and may introduce new hurdles and uncertainties for cross-border collaborations, investments, and funding opportunities of China-based issuers including us.

More recently, the America First Investment Policy aims to expand the industry sectors covered by the U.S. outbound investment regulations and supplement outbound restrictions through the imposition of sanctions. The proposed restrictions may further deepen the uncertainties for cross-border collaboration, investment, and funding opportunities of China-based issuers including us. It is unclear whether these challenges and uncertainties will be addressed or resolved, and how they might impact global political and economic conditions over the long term. Possible changes to the U.S. outbound investment regulations could limit or, in the worst-case scenario, eliminate our ability to raise capital or contingent equity capital from U.S. investors in the future, or our ability to raise such capital may be significantly and negatively affected, which could be detrimental to our capital-raising capacity and our business, financial condition and prospects. If we were deemed a Covered Foreign Person and therefore be subject to the Final Rule, even though U.S. persons’ acquisitions of certain publicly traded securities (such as our ADSs) will be exempted from the scope of covered transactions under the Final Rule, the Final Rule could still limit our ability to raise capital or contingent equity capital from U.S. investors, or our ability to raise such capital may be significantly and negatively affected, which could be detrimental to our capital raising capacity and our business, financial condition and prospects. In such case, the value of the ADSs may significantly decline, or in extreme cases, become worthless.

| 43 |

| --- |

Regulationand censorship of information disseminated over the internet in China may adversely affect our business, and we may be liable for informationdisplayed on, retrieved from or linked to our websites and mobile apps.

China has enacted laws and regulations governing internet access and the distribution of information through the internet. The PRC government prohibits information that, among other things, violates PRC laws and regulations, impairs the national dignity of China or the public interest, contains terrorism or extremism content, or is reactionary, obscene, superstitious, fraudulent or defamatory, from being distributed through the internet. PRC laws also prohibit the use of the internet in ways which, among other things, result in a leakage of state secrets or the distribution of socially destabilizing content. Failure to comply with these laws and regulations may result in sanctions or penalties such as revocation of licenses to provide internet content and other licenses, the shut-down of the concerned websites or mobile apps, and reputational harm. A website or mobile apps operator may also be held liable for censored information displayed on or linked to its website or mobile apps. We may be subject to potential liability for certain unlawful actions of users of our platform or for content we distribute that is deemed inappropriate. We may be required to delete content that violates PRC laws and report content that we suspect may violate PRC laws, which may reduce our consumer base. It may be difficult to determine the type of content that may result in liability for us, and if we are found to be liable, we may be prevented from operating our business or offering other services in China.

PRCregulations relating to offshore investment activities by PRC residents and enterprises may increase our administrative burden and restrictour overseas and cross-border investment activities. If our PRC resident and enterprise shareholders fail to make any applications andfilings required under these regulations, we may be unable to distribute profits to such shareholders and may become subject to liabilityunder PRC law.

In July 2014, SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment Through Special Purpose Vehicles, or SAFE Circular 37, to replace the previous SAFE Circular 75, which ceased to be effective upon the promulgation of SAFE Circular 37. SAFE Circular 37 requires PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we may make in the future.

Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder of such SPV fails to make the required registration or update the registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE.

In April 2014, the National Development Reform Committee, or the NDRC, promulgated the Administrative Measures for the Approval and Filing of Overseas Investment Projects and MOFCOM promulgated the Measures for the Administration of Overseas Investment in September 2014. In December 2017, the NDRC further promulgated the Administrative Measures of Overseas Investment of Enterprises, which became effective in March 2018 and abolished the Administrative Measures for the Approval and Filing of Overseas Investment Projects. Pursuant to these regulations, any outbound investment of PRC enterprises in the area and industry that is not sensitive is required to be filed with MOFCOM and the NDRC or their local branch.

| 44 |

| --- |

Mr. Kun Dai, who indirectly holds our shares through SPVs and who is known to us as a PRC resident, has completed the applicable foreign exchange registrations to the extent acceptable by SAFE in accordance with SAFE Circular 75 and SAFE Circular 37. We cannot assure you, however, that Mr. Kun Dai will continue to make required filings or updates in a timely manner, or at all. Moreover, we can provide no assurance that we are or will in the future continue to be informed of the identities of all PRC residents and PRC enterprises holding direct or indirect interest in our company, and even if we are aware of such shareholders or beneficial owners who are PRC residents or PRC enterprises, we may not be able to compel them to comply with SAFE Circular 37 and outbound investment related regulations, and we may not even have any means to know whether they comply with these requirements. Any failure or inability by such individuals or enterprises to comply with SAFE and outbound investment related regulations may subject such individuals or the responsible officers of such enterprises to fines or legal sanctions, and may result in adverse impact on us, such as restrictions on our ability to distribute or pay dividends.

Furthermore, as these foreign exchange and outbound investment related regulations are relatively new and their interpretation and implementation have been constantly evolving, it is uncertain how these regulations, and any future regulations concerning offshore or cross-border investments and transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. Due to the complexity and constantly changing nature of the foreign exchange and outbound investment related regulations as well as the uncertainties involved, we cannot assure you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment related regulations. In addition, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

Governmentalcontrol of currency conversion may affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our Cayman Islands holding company primarily relies on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to utilize cash held in mainland China or generated by a PRC entity to fund our operations outside of mainland China or pay dividends in foreign currencies to our shareholders, including holders of our ADSs. There is no assurance the PRC government will not intervene in or impose restrictions on us and our subsidiaries to transfer cash or assets. Although currently we are not aware of equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities (including currency conversion), if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong entities (including currency conversion) in the future, the funds in our Hong Kong entities, likewise, may not be available to meet our currency demand. See “Item 3. Key Information—Cash and Asset Flows through Our Organization.”

| 45 |

| --- |

Fluctuationsin exchange rates of the Renminbi could materially affect our reported results of operations.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. The value of Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

Any significant appreciation or depreciation of Renminbi may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. As of the date of this transition report, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency or to convert foreign currency into Renminbi.

PRCrules on mergers and acquisitions may make it more difficult for us to pursue growth through acquisitions.

The Anti-Monopoly Law, or the AML, promulgated by the Standing Committee of the National People’s Congress, which became effective in 2008 and last amended on June 24, 2022, requires that when a concentration of undertakings occurs and reaches statutory thresholds, the undertakings concerned shall file a prior notification with MOFCOM. Without the clearance from MOFCOM, no concentration of undertakings shall be implemented and effected. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, revised in 2018, is triggered. If such prior notification is not obtained, MOFCOM may order the concentration to cease its operations, dispose of shares or assets, transfer the business of the concentration within a time limit, take any other necessary measures to restore the situation as it was before the concentration, and may impose administrative fines. The AML specifies that a fine of not more than 10% of its sales amount in the previous year shall be imposed if the concentration has or may have the effect of eliminating or restricting competition and a fine of not more than RMB5 million shall be imposed if the concentration has no effect of eliminating or restricting competition. The AML further specifies that the relevant authority may investigate a transaction where there is evidence that the concentration has or may have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold. On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-Monopoly Guidelines for the Internet Platform Economy Sector which stipulates that any concentration of undertakings involving variable interest entities (VIE) shall fall within the scope of anti-monopoly review. Furthermore, the Anti-Monopoly Guidelines for Internet Platforms prohibits certain monopolistic acts of internet platforms so as to protect market competition and safeguard interests of users and undertakings participating in internet platform economy, including without limitation, prohibiting platforms with dominant position from abusing their market dominance (such as discriminating customers in terms of pricing and other transactional conditions using big data and analytics, coercing counterparties into exclusivity arrangements, using technology means to block competitors’ interface, favorable positioning in search results of goods displays, using bundle services to sell services or products, compulsory collection of unnecessary user data). On August 17, 2021, the SAMR issued the Provisions on Prohibition of Unfair Competition on the Internet (Draft for Comments), which prohibits business operators from using data, algorithms and other technical means to commit traffic hijacking, interference, malicious incompatibility and other improprieties to influence user choices or hinder or damage the normal operation of network products or services offered by other business operators.

| 46 |

| --- |

Also, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires, among other things, that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise, if (i) it is concerned with certain industries, (ii) such transaction involves factors that have an impact on the national economic security, or (iii) such transaction may lead to a change in control of a domestic enterprise that holds a famous trademark or PRC time-honored brand. The approval from MOFCOM shall be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies.

In addition, PRC national security review rules, i.e. Provisions of Ministry of Commerce on Implementation of Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective in September 2011 and Notice of the General Office of State Council on Establishment of Security Review System Pertaining to Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective in March 2011, require acquisitions by foreign investors of PRC companies engaged in military related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We believe that our business is not in an industry related to national security. However, we cannot preclude the possibility that MOFCOM or other government agencies may publish interpretations contrary to our understanding or broaden the scope of the security review in the future.

Moreover, the Administrative Measures for Enterprises’ Overseas Investment, or the Overseas Investment Rules, adopted by the NDRC on December 26, 2017 and will become effective on March 1, 2018, stipulates that for local enterprises (enterprises that are not managed by the state government), if the amount of investment made by the Chinese investors is less than US$300 million and the target project is non-sensitive, then the overseas investment project will require filing, instead of approval, with the local branch of the CSRC where the enterprise itself is registered. Although the NDRC has deregulated on overseas investment to certain extent, we are still subject to the procedures required by the NDRC before any of our PRC subsidiaries can conduct any overseas investment activities. See “Item 4. Information on the Company—B. Business Overview—Regulation—M&A Rules and Overseas Listings.”

On December 19, 2020, the Measures for the Security Review for Foreign Investment was jointly issued by NDRC and MOFCOM and took effect from January 18, 2021. The Measures for the Security Review for Foreign Investment specified provisions concerning the security review mechanism on foreign investment, including the types of investments subject to review, review scopes and procedures, among others. As these measures are recently promulgated, designated office in charge of such security review has not yet issued official guidance. At this stage, the interpretation of those measures remains unclear in many aspects such as what would constitute “important information technology and internet services and products” and whether these measures may apply to foreign investment that is implemented or completed before the enactment of these new measures. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and security” or “national security” concerns. However, MOFCOM, NDRC and other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.

| 47 |

| --- |

PRCregulations on loans and direct investments by offshore holding companies to PRC entities may delay or prevent us from making loans oradditional capital contributions to our PRC entities.

As an offshore holding company of our PRC subsidiaries, we may make loans to our PRC subsidiaries, or we may make additional capital contributions to our PRC subsidiaries. Such loans to our PRC subsidiaries in China and capital contributions are subject to PRC regulations and approvals or filing. For example, loans by us to our PRC subsidiaries cannot exceed statutory limits and must be registered with SAFE or its local branch. Information about capital contributions to our PRC subsidiaries must be filed with the PRC Ministry of Commerce or its local counterpart. In addition, the PRC government also restricts the convertibility of foreign currencies into Renminbi and use of the proceeds. On March 30, 2015, SAFE promulgated Circular 19, which took effect and replaced certain previous SAFE regulations from June 1, 2015. SAFE further promulgated Circular 16, effective on June 9, 2016, which, among other things, amend certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope. On October 23, 2019, SAFE promulgated Circular 28, which stipulates that non-investment foreign-funded enterprises are allowed to make domestic equity investment with their capital funds on the premise that the Negative List is not violated and the projects invested thereby in China are true and compliant. Violations of the applicable circulars and rules may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. If our variable interest entity requires financial support from us or our wholly owned subsidiaries in the future and we find it necessary to use foreign currency-denominated capital to provide such financial support, our ability to fund our variable interest entity’s operations will be subject to statutory limits and restrictions, including those described above. The Circular Regarding Further Optimizing the Cross-border RMB Policy to Support the Stabilization of Foreign Trade and Foreign Investment jointly promulgated by the PBOC, NDRC, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission and SAFE on December 31, 2020 and effective on February 4, 2021 allows the non-investment foreign-invested enterprises to make domestic reinvestment with RMB capital in accordance with the law on the premise that they comply with prevailing regulations and the invested projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise is not required to open a special deposit account for RMB capital.

The applicable foreign exchange circulars and rules may significantly limit our ability to convert, transfer and use the net proceeds from our initial public offering and the concurrent private placement of convertible notes or any offering of additional equity securities in China, which may adversely affect our business, financial condition and results of operations. As the foreign exchange related regulatory regime and practice are complex and still evolving and involve many uncertainties, we cannot assure you that we have complied or will be able to comply with all applicable foreign exchange circulars and rules, or that we will be able to complete the necessary government registrations or filings on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or filings, our ability to contribute additional capital to fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

Increasesin labor costs and enforcement of stricter labor laws and regulations in the PRC may adversely affect our business and our profitability.

China’s overall economy and the average wage in China have increased in recent years and are expected to continue to grow. The average wage level for our employees has also increased in recent years. We expect that our labor costs, including wages and employee benefits, will continue to increase. Unless we are able to pass on these increased labor costs to those who pay for our services, our profitability and results of operations may be materially and adversely affected.

In addition, we have been subject to stricter regulatory requirements in terms of entering into labor contracts with our employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. Pursuant to the PRC Labor Contract Law and its implementation rules, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation and unilaterally terminating labor contracts. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the PRC Labor Contract Law and its implementation rules may limit our ability to effect those changes in a desirable or cost-effective manner, which could adversely affect our business and results of operations.

| 48 |

| --- |

In October 2010, the Standing Committee of the National People’s Congress promulgated the PRC Social Insurance Law, effective on July 1, 2011 and amended on December 29, 2018. On April 3, 1999, the State Council promulgated the Regulations on the Administration of Housing Funds, which was amended on March 24, 2019. Companies registered and operating in China are required under the Social Insurance Law and the Regulations on the Administration of Housing Funds to, apply for social insurance registration and housing fund deposit registration within 30 days of their establishment and, to pay for their employees different social insurance including pension insurance, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to the extent required by law. As of the date of this transition report, except for the PRC subsidiaries with no employees, all of our PRC subsidiaries have obtained and applied for social insurance registration. However, given the evolving changes of the laws on social insurance, we cannot guarantee that we are able to make adequate contribution for each employee in a timely and appropriate manner at all times. We could be subject to orders by the competent labor authorities for rectification and failure to comply with the orders may further subject us to administrative fines.

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practices do not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. We cannot assure you that we have complied or will be able to comply with all labor-related law and regulations regarding including those relating to obligations to make social insurance payments and contribute to the housing provident funds. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations will be adversely affected.

Failureto comply with PRC regulations regarding the registration requirements for employee share ownership plans or share option plans may subjectthe PRC plan participants or us to fines and other legal or administrative sanctions.

In February 2012, SAFE promulgated the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, replacing earlier rules promulgated in 2007. Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a qualified PRC agent, which could be the PRC subsidiaries of such overseas-listed company, and complete certain other procedures. The PRC agent shall amend the SAFE registration within three months in the event that there are any material changes to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes.

In addition, an overseas-entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. We and our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options are subject to these regulations. However, we cannot assure you that the SAFE registrations for the grantees of our stock options could be completed and updated in a timely manner. Failure to complete SAFE registrations or to amend such registrations in time may subject us to fines of up to RMB300,000 for entities and up to RMB50,000 for individuals, and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations on Stock Incentive Plans.”

Dividendswe may receive from our subsidiaries located in the PRC may be subject to PRC withholding tax, which could materially and adversely affectthe amount of dividends, if any, we may pay our shareholders.

The PRC Enterprise Income Tax Law, or the EIT Law, classifies enterprises as resident enterprises and non-resident enterprises. The EIT Law provides that an income tax rate of 20% may be applicable to dividends payable to non-resident investors, which (i) do not have an establishment or place of business in the PRC or (ii) have an establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. The State Council of the PRC reduced such rate to 10% through the implementation regulations of the EIT Law. Further, pursuant to the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued in February 2009 by the State Administration of Taxation (“SAT”), if a Hong Kong resident enterprise owns more than 25% of the equity interest in a company in China at all times during the 12-month period immediately prior to obtaining a dividend from such company, the 10% withholding tax on dividends is reduced to 5% provided certain other conditions and requirements under the Double Tax Avoidance Arrangement between Hong Kong and Mainland China and other applicable PRC laws are satisfied at the discretion of relevant PRC tax authority.

| 49 |

| --- |

We are a Cayman Islands holding company and we have three Cayman Islands subsidiaries, five British Virgin Islands subsidiaries, and ten Hong Kong subsidiaries which in turn hold controlling equity interests in 45 PRC subsidiaries as of the date of this transition report. If we and our Cayman Islands and Hong Kong subsidiaries are considered as non-resident enterprises and each of our Hong Kong subsidiaries is considered as a Hong Kong resident enterprise under the Double Tax Avoidance Arrangement and is determined by the competent PRC tax authority to have satisfied relevant conditions and requirements, then the dividends paid to our Hong Kong subsidiaries by its PRC subsidiaries may be subject to the reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Notice on the Comprehension and Recognition of Beneficial Owner in Tax Treaties issued in October 2009 by the SAT, conduit companies, which are established for the purpose of evading or reducing tax, transferring or accumulating profits, shall not be recognized as beneficial owner and thus are not entitled to the abovementioned reduced income tax rate of 5% under the Double Tax Avoidance Arrangement. If we are required under the EIT Law to pay income tax for any dividends we receive from our subsidiaries in China, or if any of our Hong Kong subsidiaries is determined by PRC government authority as receiving benefits from reduced income tax rate due to a structure or arrangement that is primarily tax-driven, it would materially and adversely affect the amount of dividends, if any, we may pay to our shareholders.

Underthe EIT Law, we may be classified as a “resident enterprise” of China; such classification could result in unfavorable taxconsequences to us and our non-PRC shareholders and materially and adversely affect our results of operations and financial condition.

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. In 2009, the State Administration of Taxation, or SAT, issued a circular, known as SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

We believe that Uxin Limited is not a PRC resident enterprise for PRC tax purposes. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Tax—Enterprise Income Tax.” However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that Uxin Limited is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% tax from dividends we pay to our shareholders that are nonresident enterprises, including the holders of the ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including our ADS holders) and any gain realized on the transfer of ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% which in the case of dividends may be withheld at source. Any PRC tax liability may be reduced by an applicable tax treaty. However, it is unclear whether non-PRC shareholders of our company would be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.

| 50 |

| --- |

In addition to the uncertainty as to the application of the “resident enterprise” classification, we cannot assure you that the PRC Government will not amend or revise the taxation laws, rules, and regulations to impose stricter tax requirements, higher tax rates, or retroactively apply the EIT Law. If such changes occur or if such changes are applied retroactively, such changes could materially and adversely affect our results of operations and financial conditions.

Weface uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC shareholders.

In February 2015, the SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 extends its tax jurisdiction to transactions involving transfer of other taxable assets through offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides clear criteria for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. SAT Public Notice 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. In October 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017 and was amended on June 15, 2018. The Bulletin 37 further clarifies the practice and procedure of the withholding of nonresident enterprise income tax. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer other than transfer of Shares of ADSs acquired and sold on public markets may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

We face uncertainties as to the reporting and other implications of certain past and future transactions that involve PRC taxable assets, such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Public Notice 7 or Bulletin 37, or both. We have not filed certain filings under SAT Notice 7 filings for some of our historical share transfers and restructurings. For transfer of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Public Notice 7 and Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Public Notice 7 and Bulletin 37, or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

In October 2017, the SAT released the Public Notice Regarding Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Public Notice 37, effective from December 2017. STA Public Notice 37 replaced a series of important circulars, including but not limited to SAT Circular 698, and revised the rules governing the administration of withholding tax on China-source income derived by a nonresident enterprise. SAT Public Notice 37 provides for certain key changes to the previous withholding regime. For example, the withholding obligation for a non-resident enterprise deriving dividend arises on the date on which the payment is actually made rather than on the date of the resolution that declared the dividends.

| 51 |

| --- |

Under SAT Public Notice 7 and SAT Public Notice 37, the entities or individuals obligated to pay the transfer price to the transferor are the withholding agents and must withhold the PRC income tax from the transfer price if the indirect transfer is subject to the PRC enterprise income tax. If the withholding agent fails to do so, the transferor should report to and pay the tax to the PRC tax authorities. In the event that neither the withholding agent nor the transferor fulfills their obligations under SAT Public Notice 7 and SAT Public Notice 37, according to the applicable law, apart from imposing penalties such as late payment interest on the transferor, the tax authority may also hold the withholding agent liable and impose a penalty of 50% to 300% of the unpaid tax on the withholding agent. The penalty imposed on the withholding agent may be reduced or waived if the withholding agent has submitted the relevant materials in connection with the indirect transfer to the PRC tax authorities in accordance with SAT Public Notice 7.

However, as there is a lack of clear statutory interpretation, we face uncertainties on the reporting and consequences on future private equity financing transactions, share exchange or other transactions involving the transfer of shares in our company by investors that are non-PRC resident enterprises, or sale or purchase of shares in other non-PRC resident companies or other taxable assets by us. Our company and other non-resident enterprises in our group may be subject to filing obligations or being taxed if our company and other non-resident enterprises in our group are transferors in such transactions, and may be subject to withholding obligations if our company and other non-resident enterprises in our group are transferees in such transactions. For the transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under the rules and notices. As a result, we may be required to expend valuable resources to comply with these rules and notices or to request the relevant transferors from whom we purchase taxable assets to comply, or to establish that our company and other non-resident enterprises in our group should not be taxed under these rules and notices, which may have a material adverse effect on our financial condition and results of operations. There is no assurance that the tax authorities will not apply the rules and notices to our offshore restructuring transactions where non-PRC residents were involved if any of such transactions were determined by the tax authorities to lack reasonable commercial purpose. As a result, we and our non-PRC resident investors may be at risk of being taxed under these rules and notices and may be required to comply with or to establish that we should not be taxed under such rules and notices, which may have a material adverse effect on our financial condition and results of operations or such non-PRC resident investors’ investments in us. We have conducted acquisition transactions in the past and may conduct additional acquisition transactions in the future. We cannot assure you that the PRC tax authorities will not, at their discretion, adjust any capital gains and impose tax return filing obligations on us or require us to provide assistance for the investigation of PRC tax authorities with respect thereto. Heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future.

ThePCAOB, in prior years, was unable to completely inspect and investigate registered independent accounting firms in mainland China andHong Kong, which includes our auditor. The inability of the PCAOB to conduct inspections over our auditor has deprived our investorsof the benefits of such inspections in prior years and may continue to deprive investors of such benefits in the future should the PCAOBnot continue to have the ability to completely inspect and investigate registered accounting firms in China.

Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this transition report, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Since our auditor is located in mainland China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities until 2022, our auditor was historically uninspected by PCAOB. However, on August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China governing inspections and investigations of audit firms based in China, which marks the first step toward providing access for the PCAOB to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong. On 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, and vacated its previous 2021 Determinations accordingly. This marks the first time that Chinese authorities allowed access for complete inspections and investigations meeting U.S. standards, as required under the Sarbanes-Oxley Act.

| 52 |

| --- |

However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete inspections and investigations against registered accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections going forward. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely registered accounting firms based in the mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting in the future could continue to adversely affect the trading price of our securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely registered accounting firms headquartered in mainland China and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited.

OurADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOBis unable to inspect or investigate completely auditors located in China for two consecutive years. The delisting of our ADSs, or thethreat of their being delisted, may materially and adversely affect the value of your investment.

Based on the above, trading in our securities on U.S. markets, including Nasdaq Global Select Market, would be prohibited under the HFCAA if the PCAOB determines that it is unable to inspect or investigate completely our auditor for two consecutive years. On December 16, 2021, the PCAOB issued the HFCAA Determination Report, or the 2021 Determinations, to notify the SEC of its determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. On 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 out securities subject to a trading prohibition under the HFCAA unless a new determination is made by the PCAOB. However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC. The PCAOB is expected to continue to demand complete access to inspections and investigations regarding registered accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans to resume regular inspections. The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely registered accounting firms based in the mainland China and Hong Kong. The possibility of being a Commission-Identified Issuer and risk of delisting in the future could continue to adversely affect the trading price of our securities. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely registered accounting firms headquartered in mainland China and Hong Kong and we continue to use such accounting firm to conduct audit work, we would be identified as a “Commission-Identified Issuer” under the HFCAA following the filing of the annual report for the relevant fiscal year, and if we were so identified for two consecutive years, trading in our securities on U.S. markets would be prohibited.

| 53 |

| --- |

If our shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our shares will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

Theenforcement of stricter advertisement laws and regulations in the PRC may adversely affect our business and our profitability.

In April 2015, the Standing Committee of the National People’s Congress promulgated the PRC Advertising Law, effective on September 1, 2015 and amended on October 26, 2018 and April 29, 2021. According to the Advertising Law, advertisements shall not have any false or misleading content, or defraud or mislead consumers. Furthermore, an advertisement will be deemed as a “false advertisement” if any of the following situations exist: (i) the advertised product or service does not exist; (ii) there is any inconsistency that has a material impact on the decision to purchase in what is included in the advertisement with the actual circumstances with respect to the product’s performance, functions, place of production, uses, quality, specification, ingredient, price, producer, term of validity, sales condition, and honors received, among others, or the service’s contents, provider, form, quality, price, sales condition, and honors received, among others, or any commitments, among others, made on the product or service; (iii) fabricated, forged or unverifiable scientific research results, statistical data, investigation results, excerpts, quotations, or other information have been used as supporting material; (iv) effect or results of using the good or receiving the service are fabricated; or (v) other circumstances where consumers are defrauded or misled by any false or misleading content. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations on Advertisement” for further details.

Our current marketing relies on advertising, via both online and offline channels. The laws and regulations of advertising are relatively new and evolving and there is substantial uncertainty as to the interpretation of “false advertisement” by the SAMR. If any of the advertisements that we publish is deemed to be a “false advertisement” by the SAMR or its local branch, we could be subject to various penalties, such as discontinuation of publishing the target advertisement, imposition of fines and obligations to eliminate any adverse effects incurred by such false advertisement. Some of our outdoor advertisements has historically been deemed as giving misstatement, resulting in fines by the local SAMR. The amount of the fine was not significant. We cannot assure you that the advertisement we publish in the future will not be subject to further penalties. And any such penalties may disrupt our business and our competition with competitors, which could affect our results of operations and financial conditions.

Certainof our leased property interests may be defective and we may be forced to relocate operations affected by such defects, which could causea significant disruption to our business.

As to most of our leased properties, we are not provided with sufficient property title certificates or other supporting documents to prove the legitimate possession of the leased properties by the lessors. Our lease agreements therefore may not be enforceable, our rights as the lessee could be challenged by third parties and we may be forced to relocate if the lessors do not have legitimate rights upon the properties. We cannot assure you that such defects could be cured in time, or at all, and our business may be significantly disrupted with additional costs and expenses if we have to relocate.

Some of our leases have expired or will expire soon. We may not be able to successfully extend or renew such leases upon expiration of the current term on commercially reasonable terms or at all, and may therefore be forced to relocate our affected operations. This could disrupt our operations and result in significant relocation expenses, which could adversely affect our business, financial condition and results of operations. Moreover, we compete with other businesses for premises at certain locations or of desirable sizes. As a result, even though we could extend or renew our leases, rental payments may significantly increase as a result of the high demand for the leased properties. In addition, we may not be able to locate desirable alternative sites for our facilities as our business continues to grow and failure in relocating our affected operations could adversely affect our business and operations.

| 54 |

| --- |

We may in the future be involved in legal and administration proceedings initiated by government authorities, property owners or any other third parties regarding our leasehold interests in or use of such properties. We cannot assure you that we can successfully defend ourselves against those claims or that our use of such leased properties will not be challenged in the future. In the event that our use of properties is successfully challenged, we may be subject to fines and forced to relocate the affected operations. In addition, we may become involved in disputes with the property owners or third parties who otherwise have rights to or interests in our leased properties. We can provide no assurance that we will be able to find suitable replacement sites on terms acceptable to us on a timely basis, or at all, or that we will not be subject to material liability resulting from third parties’ challenges on our use of such properties. As a result, our business, financial condition and results of operations may be materially and adversely affected.

Wemay be required to register our business premises outside of our registered residence addresses as branch offices under PRC law.

Under PRC law, a company doing business at a fixed venue outside its registered residence address is required to register with the local branch of the SAMR where the business premise is located to set it up as branch office and obtain business license. We have successfully registered and set up branch offices nationwide for all of our newly opened business premise. If the PRC regulatory authorities determine that we are in violation of the relevant laws and regulations, we may be subject to penalties, including fines, confiscation of income and suspension of operation and our business, results of operations and financial condition could thus be adversely affected.

RisksRelated to Our ADSs

Thetrading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

The trading price of our ADSs has been volatile since our ADSs became listed on Nasdaq on June 27, 2018. The trading price of the ADSs could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for the ADSs may be highly volatile for factors specific to our own operations, including the following:

●	variations<br> in our revenues, earnings and cash flow;
●	actual<br> or anticipated fluctuations in our quarterly results of operations;
●	announcements<br> of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;
●	announcements<br> of new service offerings, solutions and expansions by us or our competitors;
●	changes<br> in financial estimates by securities analysts;
●	conditions<br> in China’s used car market and used car consumer financing market;
●	changes<br> in the operating performance or market evaluations of other e-commerce platform for buying and selling used cars;
●	detrimental<br> adverse publicity about us, our services or our industry;
●	additions<br> or departures of key personnel;
●	release<br> of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

| 55 |

| --- | | ● | short seller reports that make allegations against us or our affiliates, even if unfounded; | | --- | --- | | ● | potential litigation or regulatory investigations; and | | ● | general economic or political conditions in China or elsewhere in the world. |

Any of these factors may result in large and sudden changes in the volume and price at which the ADSs will trade.

In addition, the stock market in general, and the market prices for internet-related companies and companies with operations in China in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. The securities of some China-based companies that have listed their securities in the United States have experienced significant volatility since their initial public offerings in recent years, including, in some cases, substantial declines in the trading prices of their securities. The trading performances of these companies’ securities after their offerings may affect the attitudes of investors towards Chinese companies listed in the United States in general, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have engaged in any inappropriate activities. In particular, the global financial crisis, the ensuing economic recessions and deterioration in the credit market in many countries have contributed and may continue to contribute to extreme volatility in the global stock markets. These broad market and industry fluctuations may adversely affect the market price of our ADSs. Volatility or a lack of positive performance in our ADS price may also adversely affect our ability to retain key employees, most of whom have been granted options or other equity incentives.

Ourdual-class share structure with different voting rights will limit your ability to influence corporate matters and could discourage othersfrom pursuing any change of control transactions that holders of our Class A ordinary shares and ADSs may view as beneficial.

We have a dual-class share structure such that our ordinary shares consist of Class A ordinary shares and Class B ordinary shares with disparate voting powers. We have also issued senior convertible preferred shares, which have the rights, preferences, privileges and restrictions set out in our memorandum and articles of association. On March 27, 2024, all of our then issued and outstanding senior convertible preferred shares were converted into Class A ordinary shares. In respect of matters requiring the votes of shareholders, holders of Class A ordinary shares will be entitled to one vote per share, while holders of Class B ordinary shares will be entitled to ten votes per share based on our dual-class share structure, and each senior convertible preferred share is entitled to that number of votes equal to the largest number of whole Class A ordinary shares into which each such senior convertible preferred share could be converted. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon (i) any direct or indirect sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof or direct or indirect transfer or assignment of the voting power attached to such number of Class B ordinary shares through voting proxy or otherwise to any person or any entity which is not an affiliate of such holder, or (ii) the direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B ordinary shares to any person that is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the same number of Class A ordinary shares, or (iii) of Mr. Kun Dai ceases to be the ultimate beneficial owner of any outstanding Class B ordinary shares.

As of April 15, 2025, Mr. Kun Dai, the beneficial owner of all our issued Class B ordinary shares, beneficially owned 3.0% of the aggregate voting power of our company. See “Item 6. Directors, Senior Management and Employees—E. Share Ownership” for details on ordinary shares beneficially owned by Kun Dai. As a result of the dual-class share structure, holders of Class B ordinary shares may have considerable influence over matters such as decisions regarding mergers and consolidations, election of directors and other significant corporate actions. Such holders may take actions that are not in the best interest of us or our other shareholders. The dual-class share structure may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our ADSs. The dual-class share structure may limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A ordinary shares and ADSs may view as beneficial.

| 56 |

| --- |

Thedual-class structure of our ordinary shares may adversely affect the trading market for our ADSs.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of our ADSs representing Class A ordinary shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for our ADSs. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our ADSs.

Ifsecurities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendationsregarding the ADSs, the market price for the ADSs and trading volume could decline.

The trading market for the ADSs will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our ADSs, the market price for the ADSs would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for the ADSs to decline.

Thesale or availability for sale of substantial amounts of the ADSs could adversely affect their market price.

Sales of substantial amounts of the ADSs in the public market, or the perception that these sales could occur, could adversely affect the market price of the ADSs and materially impair our ability to raise capital through offerings of equity or equity linked securities in the future. In connection with a loan in the principal amount of US$150.0 million under a facility agreement entered into between Kingkey New Era Auto Industry Limited as borrower and China Minsheng Banking Corp. Ltd. Hong Kong Branch and Huangpu Investment Holding Limited as lenders, Huangpu Investment Holding Limited enforced its security interests in shares pledged by Kingkey New Era Auto Industry Limited and as a result, 61,129,800 Class A ordinary shares were transferred to Huangpu Investment Holding Limited on May 17, 2021. Huangpu Investment Holding Limited disposed of these securities in December 2021. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of the ADSs.

Becausewe do not expect to pay dividends in the foreseeable future, you must rely on a price appreciation of the ADSs for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in the ADSs will likely depend entirely upon any future price appreciation of the ADSs. There is no guarantee that the ADSs will appreciate in value or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in the ADSs and you may even lose your entire investment in the ADSs.

| 57 |

| --- |

Ourmemorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holdersof our Class A ordinary shares and the ADSs.

Our memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions, including a dual-class voting structure that gives disproportionate voting power to the Class B ordinary shares held by Xin Gao Group Limited, of which our founder, chairman and chief executive officer, Mr. Kun Dai, is the sole shareholder and sole director. Through Xin Gao Group Limited, Mr. Dai beneficially owned an aggregate of 3.0% of the total voting power of our company as of April 15, 2025. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our Class A ordinary shares, in the form of the ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of the ADSs may fall and the voting and other rights of the holders of our Class A ordinary shares and the ADSs may be materially and adversely affected.

Youmay face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, becausewe are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of register of members of these companies (save for our memorandum and articles of association, special resolutions passed by our shareholders and our register of mortgages and charges). Under Cayman Islands law, the names of current directors can be obtained from a search conducted at the Registrar of Companies in the Cayman Islands.

Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. See “Item 16G. Corporate Governance” for a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders.

| 58 |

| --- |

Certainjudgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, to our best knowledge, as of the date of this transition report, other than two independent directors that reside in the United States, all of the remaining directors and senior executive officers, namely, Kun Dai, Bin Li, Erhai Liu, Rong Lu, Feng Lin, Zhitian Zhang, Wenbing Jing and Chengbin Li, reside within mainland China and Hong Kong for a significant portion of the time and are residents of mainland China or Hong Kong. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

Thevoting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right todirect the voting of the Class A ordinary shares represented by your ADS.

Holders of ADSs do not have the same rights as our registered shareholders. As a holder of the ADSs, you will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which are attached to the underlying Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary, as the holder of the underlying Class A ordinary shares represented by your ADSs. Upon receipt of your voting instructions, the depositary will try, as far as is practicable, to vote the underlying Class A ordinary shares represented by your ADSs in accordance with your instructions. Where any matter is to be put to a vote at a general meeting, then upon receipt of your voting instructions, the depositary will try to vote the underlying Class A ordinary shares in accordance with these instructions. You will not be able to directly exercise your right to vote with respect to the underlying Class A ordinary shares unless you withdraw the shares, and become the registered holder of such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to withdraw the underlying shares represented by your ADSs and become the registered holder of such shares to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the underlying Class A ordinary shares represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. Where any matter is to be put to a vote at a general meeting, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. Under our memorandum and articles of association, the minimum notice period required to be given by our company to our registered shareholders for convening a general meeting is seven days. Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the underlying Class A ordinary shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the underlying shares represented by your ADSs are voted and you may have no legal remedy if the underlying shares represented by your ADSs are not voted as you requested.

Youmay experience dilution of your holdings due to the inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act. The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

| 59 |

| --- |

Youmay be subject to limitations on the transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of the ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

Wewill incur increased costs as a result of being a public company, particularly since we have ceased to qualify as an “emerginggrowth company.”

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq Global Select Market, impose various requirements on the corporate governance practices of public companies. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also permits an emerging growth company to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

Since we have ceased to be an “emerging growth company,” we have incurred and expect to continue to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company also makes it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers.

Weare a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisionsapplicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

●	the<br> rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

| 60 |

| --- | | ● | the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; | | --- | --- | | ● | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and | | ● | the selective disclosure rules by issuers of material nonpublic information under Regulation FD. |

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

Asa company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governancematters that differ significantly from the Nasdaq corporate governance listing standards; these practices may afford less protectionto shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards.

As a Cayman Islands exempted company listed on the Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. Currently, we rely on home country exemption for the requirement under Nasdaq Rule 5605(b)(1) that majority of the board of directors must be comprised of independent directors as defined under Nasdaq Rule 5605(a)(2). We also relied on home country practice in our transaction with NIO Capital and Joy Capital in June 2021 in which the issue price is less than the minimum price requirements stipulated by the Nasdaq Rule 5635(d) without seeking shareholder approval, in adopting our 2018 Second Amended and Restated Share Incentive Plan in November 2018 without seeking shareholder approval and did not hold an annual shareholders meeting for the fiscal year of 2024. In addition, in connection with the transaction with Alpha and Joy Capital in June 2023 regarding certain warrants initially issued by us to NIO Capital and Joy Capital in 2021, we have relied on home country practices in lieu of (i) Nasdaq’s requirement that voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 of the United States cannot be disparately reduced or restricted through any corporate action or issuance; (ii) Nasdaq’s requirement that shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company and (iii) Nasdaq’s requirement that shareholder approval is required prior to issuance at a price that is less than the minimum price requirements stipulated by the Nasdaq Rule 5635(d). Lastly, we have relied on home country practice and our board of directors does not consist of a majority of independent directors. If we continue to rely on these and other exemptions available to foreign private issuers in the future, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq governance listing standards applicable to U.S. domestic issuers.

| 61 |

| --- |

Wemay be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result inadverse U.S. federal income tax consequences to U.S. holders of our ADSs or Class A ordinary shares.

A non-U.S. corporation, such as our company, will be a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes for any taxable year if either (i) 75% or more of its gross income for such year consists of passive income, or (ii) 50% or more of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, and capital gains. Goodwill and other intangible assets are generally treated as active assets to the extent associated with business activities that generate active income. For purposes of these calculations, a non-U.S. corporation will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock.

We do not believe that we were a PFIC for our taxable year ended December 31, 2024. However, because the determination of whether we have been or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets and the value of our assets from time to time, and because of the uncertainties described below, there can be no assurance that we have not been or will not be a PFIC in any taxable year. In prior annual reports on Form 20-F, we stated that we believed that we were a PFIC for U.S. federal income tax purposes for our taxable year ended December 31, 2019, and that it is possible that one or more of our subsidiaries were also PFICs for such year for U.S. federal income tax purposes.

Our PFIC status may depend, in part, on the average value of our goodwill and other intangible assets. If the value of our assets (including our goodwill and other intangible assets) is determined by reference to our market capitalization, fluctuations in the market price of our ADSs may result in us being or becoming a PFIC for the current or future taxable years. The market price of our ADSs may continue to fluctuate considerably and, consequently, we cannot assure you of our PFIC status for any taxable year. Furthermore, the value and proper classification of certain of our assets for U.S. tax purposes is subject to uncertainty, which may affect our PFIC status for any taxable year. In addition, if our revenue from activities that produce passive income increases relative to our revenue from activities that produce non-passive income, our risk of becoming a PFIC may substantially increase. Furthermore, we may be a PFIC if we are unable to continue to operate as a going concern.

If we are a PFIC for any taxable year during which a U.S. holder owns an ADS or an ordinary share, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. If we are a PFIC for any year during which such U.S. holder owns our ADSs or Class A ordinary shares, we generally would continue to be treated as a PFIC for all succeeding years during which the U.S. holder owns our ADSs or Class A ordinary shares even if we cease to meet the threshold requirements for PFIC status. As noted above, we believed we were a PFIC for our taxable year ended December 31, 2019. If we were a PFIC for 2019, we will generally continue to be treated as a PFIC with respect to a U.S. holder that owns ADSs or Class A ordinary shares that such U.S. holder owned during any portion of 2019, even if we are not a PFIC for any other taxable year, unless the U.S. holder made or makes a “deemed sale” election with respect to our ADSs or Class A ordinary shares. U.S. shareholders and ADR holders are urged to consult their tax advisors regarding the potential application of the PFIC rules to their particular circumstances. See “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Considerations.”

| 62 |

---
---	---
A.	History and Development of the Company
---	---

We commenced operations in August 2011 through Youxin Internet (Beijing) Information Technology Co., Ltd., or Youxin Hulian, to conduct used car auctions and other transaction related services.

In December 2011, we incorporated Uxin Limited in the Cayman Islands as our offshore holding company to facilitate financing and offshore listing. Shortly following its incorporation, Uxin Limited established a wholly-owned subsidiary in Hong Kong, Uxin Hong Kong Limited. In June 2012, in connection with our Series A financing, Uxin Hong Kong Limited established a wholly-owned subsidiary in China, Youxinpai (Beijing) Information Technology Co., Ltd., referred to as Youxinpai or one of our WFOEs. Youxinpai subsequently established and acquired several wholly-owned subsidiaries, among which are Youhan (Shanghai) Information Technology Co., Ltd., or Youhan, and Baogu Automobile Technology Services (Beijing) Co., Ltd.

In November 2014, we established UcarShow Holding Limited, a wholly-owned subsidiary of Uxin Limited. UcarShow Holding Limited established UcarShow HK Limited in Hong Kong. In January 2015, we established Uxin Used Car Limited, and in February 2015, UcarShow Holding Limited transferred all its interests in UcarShow HK Limited to Uxin Used Car Limited. In March 2015, UcarShow HK Limited established a wholly-owned subsidiary, Yougu (Shanghai) Information Technology Co., Ltd, or Yougu. Yougu acquired Youzhen (Beijing) Business Consulting Co., Ltd. from Youxinpai in September 2016.

In November 2014, we established UcarEase Holding Limited, a wholly-owned subsidiary of Uxin Limited. UcarEase Holding Limited acquired GloryFin International Group Holding Company Limited, or GloryFin, which was incorporated in Hong Kong, and its three wholly-owned subsidiaries, Kai Feng Used Car Trading (Hangzhou) Co., Ltd. (formerly known as Kai Feng Finance Lease (Hangzhou) Co., Ltd.), or Kaifeng, Youqin (Shaanxi) Automobile Manufacture Co., Ltd. (formerly known as Youqin (Shaanxi) Finance Lease Co., Ltd.), and Boyu (Tianjin) Information Technology Co., Ltd. (formerly known as Boyu Finance Lease (Tianjin) Co., Ltd.).

In November 2014, we established UcarBuy Holding Limited, a wholly-owned subsidiary of Uxin Limited. UcarBuy Holding Limited established UcarBuy HK Limited, which established a wholly-owned subsidiary, Youxin (Shanghai) Used Car Business Co., Ltd., which we refer to as Youxin Shanghai. In July 2019, Youxin Shanghai became a wholly-owned subsidiary of GloryFin.

Youxinpai and Yougu entered into a series of contractual arrangements with Youxin Hulian and Youxin Yishouche (Beijing) Information Technology Co., Ltd., or Yishouche, respectively, and their respective shareholders. Youxin Hulian and Yishouche are collectively referred to as the former VIEs.

We have been conducting our 2C business through Yougu and Yishouche. Yougu operates the website www.xin.com and mobile apps for our 2C business and has obtained approval from Shanghai Communications Administration to conduct value-added telecommunications services in the scope of online data processing and transaction processing (operating e-commerce).

On June 27, 2018, our ADSs commenced trading on Nasdaq under the symbol “UXIN.” We raised from our initial public offering US$204.8 million in net proceeds after deducting underwriting commissions and the offering expenses payable by us. Concurrently with our initial public offering, we sold convertible notes to CNCB and Golden Fortune, resulting in net proceeds to us of US$100 million and US$75 million, respectively. The notes each bears an interest rate of 6% and 6.5% per annum. They became due and were paid in June 2019.

In June 2019, we sold convertible notes in an aggregate principal amount of US$230 million to Redrock Holding Investments Limited, or Redrock, TPG Growth III SF Pte. Ltd., or TPG, 58.com Holdings Inc., or 58.com, Zhuhai Guangkong Zhongying Industrial Investment Fund (Limited Partnership), Magic Carpet International Limited, or Magic Carpet, and ClearVue Uxin Holdings, Ltd., or ClearVue, which became due and payable on June 11 and June 12, 2024 unless converted earlier (the “2024 Notes”). The note holders have the right to convert the convertible notes into our Class A ordinary shares during the period from and including the 181st day after the issuance date to and including the maturity date. The conversion price per Class A ordinary share of the notes equals US$1.03 and may be adjusted and each note bears an interest rate of 3.75% per annum. On July 12, 2021, the note holders have converted a principal amount of US$69 million convertible notes to 66,990,291 Class A ordinary shares. The note holders have also irrevocably waived the conversion rights with respect to their respective remaining portions.

| 63 |

| --- |

Between July and November 2019, we sold convertible notes in an aggregate principal amount of US$50 million to affiliates of PacificBridge. Among the notes, notes of US$20.05 million in principal amount bears an interest rate of 10% per annum, which will become due and payable 12 months after the issuance date, and notes of US$29.95 million in principal amount bears an interest rate of 11% per annum, which will become due and payable 15 months after the issuance date, unless converted earlier. The noteholders have the right to convert the convertible notes into our Class A ordinary shares during the period from and including the 181st day after the issuance date to and including the maturity date, which right may be exercised twice only. The conversion prices of the notes are US$1.663, US$1.683 and US$1.7, as applicable, and may be adjusted. On July 23, 2020, we entered into agreements with PacificBridge to amend the terms of the notes to adjust the conversion price. On the same day, PacificBridge converted its convertible notes into 136,279,973 Class A ordinary shares at the adjusted conversion price.

On April 26, 2020, our board of directors approved the change in our fiscal year end from December 31 to March 31. We filed a transition report on Form 20-F covering the transition period from January 1, 2020 to March 31, 2020 with the SEC on July 24, 2020.

Since September 2020, we have shifted to an inventory-owning model where we build-up and sell our own inventory of used cars. Youxin (Ningbo) Information Technology Co., Ltd., established in July 2020, is the operating entity under the new business model.

In October 2020, we completed private placements with GIC and Wells Fargo for subscription of a total of 84,692,839 Class A ordinary shares for an aggregate amount of US$25 million.

In March 2021 and June 2021, we entered into a term sheet and definitive agreements, or the 2021 Subscription Agreement, respectively, with NIO Capital and Joy Capital to raise an aggregate amount of up to US$315 million for the subscription of a total of 917,564,810 senior convertible preferred shares. See “Item 10. Additional Information—B. Memorandum and Articles of Association” for a more detailed description of our senior convertible preferred shares. The first closing in the amount of US$100 million was completed for our issuance of 291,290,416 senior convertible preferred shares on July 12, 2021. The second closing in the amount of US$27.5 million was completed for the issuance of 80,104,865 senior convertible preferred shares in November 2021. Another US$10 million and US$7.5 million of the second closing was completed in March 2022 and June 2022, respectively. In July 2022, NIO Capital assigned its rights and obligations to subscribe for 14,564,520 senior convertible preferred shares under the second closing for the total price of US$5 million to an independent third party. On the same day, we issued 14,564,520 senior convertible preferred shares to the third party and the second closing of the transaction was completed. The two investors have also purchased warrants to purchase 480,629,186 senior convertible preferred shares for an aggregate amount of US$165 million. In January 2023, we entered into a definitive agreement with NIO Capital and Joy Capital to extend the expiration date of the aforesaid warrants from January 12, 2023 to January 12, 2024.

As of March 31, 2022, we had completed the Restructuring of the VIE structure to terminate the contractual arrangements with both of the former VIEs which have become wholly owned subsidiaries of the Company.

On June 30, 2022, we entered into a share subscription agreement, or the 2022 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, which will be paid in multiple installments. The 714,285,714 senior convertible preferred shares were issued on July 27, 2022 in connection with the closing and we have received the first installment. Pursuant to the then-effective certificate of designation of senior convertible preferred shares of our company, the issuance of the senior convertible preferred shares on July 27, 2022 in connection with the closing of the foregoing transaction has led to an reduction in the conversion price, from US$0.3433 per Class A ordinary share to US$0.14 per Class A ordinary share, of the senior convertible preferred shares issued pursuant to the 2021 Subscription Agreement we entered into with certain investors in June 2021 and then outstanding. The fair value impact of the triggered down round feature amounted to RMB755.6 million and was recorded as a charge to accumulated deficit and a credit to additional-paid in capital.

| 64 |

| --- |

On July 19, 2022, we issued 183,495,146 Class A ordinary shares to 58.com in exchange for the full release of our obligations to 58.com under the 2024 Notes held by 58.com (such notes, as amended, the “58.com Notes”) and certain other historical transactions. These shares were issued at a price equivalent to US$100.3 per ADS (or US$1.03 per ADS prior to the 2022 ADS Ratio Change). The 58.com Notes were extinguished upon such issuance of shares.

On August 29, 2022, we issued 36,699,029 Class A ordinary shares to ClearVue, in exchange for the full release of our obligations under the 2024 Notes held by ClearVue (such notes, as amended, the “ClearVue Notes”). These shares were issued at a price equivalent to US$100.3 per ADS (or US$1.03 per ADS prior to the 2022 ADS Ratio Change (as defined below)). The ClearVue Notes were extinguished upon such issuance of shares.

On April 4, 2023, we and NIO Capital entered into additional supplemental agreements to amend the 2022 Subscription Agreement, pursuant to which (i) the payment method of purchase price payable under the 2022 Subscription Agreement was revised to permit a combination of cash payment and cancellation of indebtedness of us to NIO Capital, and (ii) the then outstanding purchase price of US$81.6 million was partially offset by the cancellation and discharge by NIO Capital of our obligations under the 2024 Notes totaling US$61.6 million that NIO Capital assigned from Redrock, TPG and Magic Carpet in April 2023. As of the date of this transition report, NIO Capital has fulfilled its obligation in an aggregate amount of US$90.6 million of the outstanding purchase price, and we and NIO Capital have mutually agreed that NIO Capital will fulfill its payment obligations by June 30, 2025 regarding the outstanding purchase price of US$9.4 million. Meanwhile, we also fulfilled all of our obligations under the 2024 Notes of US$61.6 million.

On June 30, 2023, we have entered into a definitive agreement with Alpha Wealth Global Limited (“Alpha”) and Joy Capital, or 2023 Warrant Amendment, regarding the warrants issued by the Company to NIO Capital and Joy Capital in 2021. Pursuant to the foregoing definitive agreement and certain assignments of warrants among Alpha, NIO Capital and Joy Capital, Alpha acquired from NIO Capital and Joy Capital warrants that provide the right to purchase up to 261,810,806 senior convertible preferred shares of the Company at a modified exercise price of US$0.0457 per share. Joy Capital only assigned a portion of its warrants under this amended agreement. Alpha and Joy Capital (either together or separately) are entitled to, at their discretion, exercise their respective warrants in full to subscribe for a total of 480,629,186 senior convertible preferred shares of the Company in an aggregate amount of US$21,964,754 no later than September 30, 2023.

On August 17, 2023, Joy Capital has exercised its warrants to purchase 218,818,380 senior convertible preferred shares of our company at an exercise price of US$0.0457 per share for a total consideration of US$10.0 million. The warrants to purchase 261,810,806 senior convertible preferred shares held by Alpha were subsequently terminated. The closing of the foregoing transaction has led to a reduction in the conversion price, from US$0.14 per Class A ordinary share to US$0.0457 per Class A ordinary share, of the senior convertible preferred shares issued pursuant to the 2021 Subscription Agreement we entered into with certain investors in June 2021 and then outstanding. The fair value impact of the triggered down round feature amounted to RMB278.8 million and was recorded as a charge to accumulated deficit and a credit to additional-paid in capital.

On September 20, 2023, we entered into an equity investment agreement with Hefei Construction Investment. Pursuant to the agreement, Hefei Construction Investment will invest by multiple instalments in Uxin Hefei, and each instalment will be made after the lease payment is made by the Hefei subsidiary, over a 10-year period. As of the date of this transition report, the first-year and second-year rentals of approximately RMB147.1 million and RMB127.7 million was converted into the investment of approximately 12.02% and 8.40% equity interests in Uxin Hefei by Hefei Construction Investment, respectively. Details of each investment will be subject to future negotiation. Hefei Construction Investment’s equity interests in Uxin Hefei will not exceed 50% after these contributions are completed. We retain the right to repurchase the equity interests in Uxin Hefei from Hefei Construction Investment at any time, and Hefei Construction Investment has the right to request us to do the same when Uxin Hefei meets the performance condition or fails to meet certain conditions as stipulated in the equity investment agreement. This investment is intended to support the operation and development of our used car superstore in Changfeng County, Hefei City.

| 65 |

| --- |

On December 29, 2023, Uxin Limited announced a change in ADS to Class A ordinary share ratio from each ADS representing 30 Class A ordinary shares to each ADS representing 300 Class A ordinary shares (the “2023 ADS Ratio Change”). The 2023 ADS Ratio Change became effective on January 16, 2024.

On March 1, 2024, we held an extraordinary general meeting of our shareholders and the shareholders passed an ordinary resolution that the authorized share capital of our company be increased by the creation of an additional 190,000,000,000 new Class A ordinary shares of a par value of US$0.0001 each (the “Share Capital Increase”), such that, following the Share Capital Increase, our authorized share capital became US$20,000,000 divided into 200,000,000,000 shares comprising of (i) 198,180,000,000 Class A ordinary shares of a par value of US$0.0001 each, (ii) 100,000,000 Class B ordinary shares of a par value of US$0.0001 each and (iii) 1,720,000,000 senior preferred shares of a par value of US$0.0001.

On March 18, 2024, our Board of Directors authorized by written resolutions the re-designation of 8,180,000,000 authorized but unissued Class A ordinary shares as 8,180,000,000 senior preferred shares (the “Re-designation”), such that, following the Re-designation, our authorized share capital is US$20,000,000 divided into 200,000,000,000 shares comprising of (i) 190,000,000,000 Class A ordinary shares of a par value of US$0.0001 each, (ii) 100,000,000 Class B ordinary shares of a par value of US$0.0001 each and (iii) 9,900,000,000 senior preferred shares of a par value of US$0.0001.

On March 18, 2024, we entered into a term sheet with Xin Gao and an investment fund specializing in automatable industry (the “NC Fund”) to enter into definitive agreements for the financing in an aggregate amount of approximately US$34.8 million at a subscription price of US$0.004858 per share. On March 26, 2024, we and Xin Gao entered into a share subscription agreement for, and completed on the same day, the issuance of 1,440,922,190 senior convertible preferred shares to Xin Gao for a total consideration of US$7.0 million. For the accounting impact resulted from the issuance price lower than market price, please refer to “Item 7. Major Shareholders and Related Party Transactions.” The closing of the foregoing transaction has led to a reduction in the conversion price, from US$0.0457 per Class A ordinary share to US$0.004858 per Class A ordinary share, of the senior convertible preferred shares issued pursuant to the 2021 Subscription Agreement we entered into with certain investors in June 2021 and then outstanding. The fair value impact of the triggered down round feature amounted to RMB1,781.5 million and was recorded as a charge to accumulated deficit and a credit to additional-paid in capital.

On March 27, 2024, by virtue of the consents of the requisite holders of senior convertible preferred shares, the 1,440,922,190 senior convertible preferred shares issued to Xin Gao on March 26, 2024 were converted into 1,440,922,190 Class A ordinary shares, and all the other senior convertible preferred shares then issued and outstanding were also converted into Class A ordinary shares at the applicable conversion prices.

On July 8, 2024, we entered into a strategic partnership with Zhengzhou Airport Industry to establish Uxin Zhengzhou to support our plan to establish a new used car super store in Zhengzhou. Pursuant to the equity investment agreement, Uxin Anhui will contribute RMB120.0 million and Zhengzhou Airport Industry will contribute RMB50.0 million, representing approximately 70% and 30% of Uxin Zhengzhou’s total registered capital, respectively. Uxin Anhui has the right to acquire Zhengzhou Airport Industry’s equity interests in Uxin Zhengzhou, subject to necessary regulatory approvals, and Zhengzhou Airport Industry has the right to request Uxin Anhui to acquire its equity interests if certain performance-based conditions are met (the “Repurchase Obligations”). We undertook to provide an irrevocable joint and several liability guarantee for the performance by Uxin Anhui of the Repurchase Obligations.

On November 4, 2024, we entered into a share subscription agreement with Lightwind, an indirect wholly-owned subsidiary of Dida, pursuant to which Lightwind 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. The completion of transaction is subject to the closing conditions set forth in the share subscription agreement. In connection with the proposed investment, Pintu Beijing, an indirectly wholly-owned subsidiary of Dida, and Youxin (Anhui) Industrial Investment Group Co., Ltd., or Youxin Anhui, our wholly-owned subsidiary, have entered into a loan agreement pursuant to which Pintu Beijing agrees to extend a loan in a principal amount of RMB equivalent of US$7.5 million to Youxin Anhui. As of the date of this transition report, we repaid the total amount of the principals and interests, amounting to RMB55.0 million in total, to Pintu Beijing, thereby settling our obligations under the loan agreement with Pintu Beijing. Subsequently in April 2025, we completed the issuance of Class A ordinary shares to Lightwind 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.

| 66 |

| --- |

On October 16, 2024, we entered into a strategic partnership with Wuhan Junshan, a company indirectly controlled by Wuhan City Economic & Technological Development Zone, to establish our investee Uxin Wuhan. Under such partnership, Uxin Anhui will contribute RMB66.7 million and Wuhan Junshan will contribute RMB33.3 million, representing approximately 66.7% and 33.3% of Uixn Wuhan’s total registered capital, respectively. The strategic partnership aims to support our plan to establish a new used car super store in Wuhan City, Hubei Province, which is a key collaboration for Uxin to promote the development of the automotive aftermarket industry in the Hubei Province and to build a leading brand in China’s used car industry.

On November 25, 2024, our board of directors approved the change in our fiscal year end from March 31 to December 31.

On March 4, 2025, we entered into certain definitive agreements with Fame Dragon, 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. The closings of the subscription are subject to customary closing conditions. The parties entered into the definitive agreements following the Fame Dragon’s acquisition and assumption of NC Fund’s rights and obligations under the previously announced binding term sheet entered into on March 18, 2024 among NC Fund, Xin Gao Group Limited and us. As of the date of this transition report, we have received US$19.0 million and issued 3,911,092,516 Class A Ordinary Shares to Fame Dragon and entities designated by it. Based on the arrangement with NIO Capital, we expect to complete the closing of the remaining subscription at the consideration of US$8.8 million no later than June 30, 2025.

Divestituresof Our Loan Facilitation, Salvage Car and 2B Businesses

Since early 2018, when we began to fulfill online used car transactions for consumers, we have gradually shifted our strategic focus to our 2C online transaction business, which was previously referred to as “2C cross-regional business.” Through our 2C online transaction business, we help consumers buy the car of their choice online by providing them with a nationwide selection of used cars, a wide range of car-related value-added products and services as well as a full suite of supporting services to fulfill these online used car transactions. With our innovative online used car product and service offerings, we have created an innovative and unique used car buying experience for consumers centered around four key values — more selection, better prices, premium service and convenience. As a result, in order to better devote our attention and resources towards developing and scaling up our 2C online transaction business, we have divested our loan facilitation, salvage car and 2B related businesses, which are collectively referred to as the Divested Businesses.

B.	BusinessOverview

We are a leading used car retailer, pioneering industry transformation with advanced production, new retail experiences, and digital empowerment in China. With our inventory-owning model, we provide our customers a comprehensive transaction solution that encompasses the entire value chain, ranging from used-car acquisition, inspection and reconditioning, warehousing, as well as pre-sales and after-sales services. We offer high-quality and value-for-money used cars as well as superior full suites of services to customers through a reliable, one-stop and hassle-free transaction experience. Empowered by our omni-channel sales approach, we are able to establish market leadership by serving customers both nationwide through our online platform and in selected regions through our offline used car superstores.

Since early 2018, we have been offering online used-car-buying products and services (2C online transactions) to customers nationwide through our online platform. By removing the geographic boundaries of used car transactions, our online platform facilitates each step of the transaction process and establishes a seamless self-service purchasing experience. With the abundant used-car listings and transparent price estimates displayed on our platform, our customers can easily place an order online, free from paying any hidden extra fees, and also enjoy our carefree after-sales support. Leveraging our vast nationwide logistics and delivery network, we are able to provide door-to-door delivery to our customers nationwide. In addition, we also collaborate with various third-party partners to provide a wide range of value-added products and services, such as auto financing options and insurance products, as well as other after-sales services.

| 67 |

| --- |

In September 2020, we started to shift to an inventory-owning model from a third-party inventory commissioned-based model, aiming to better control our supply chain and deliver higher-quality used cars and higher transaction certainty to our customers.

Meanwhile, to further strengthen our ability to provide high-quality and value-for-money used cars, we have been building our own used car superstores where we can recondition all retail inventory to a “like new” condition. Our first used car superstore in Xi’an has been in operation in March 2021. Furthermore, we completed the relocation and upgrade of our Xi’an Superstore in December 2022. The upgraded facility has an annual production capacity of 40,000 vehicles and an extended showroom capacity of up to 3,000 vehicles, making it the largest fully self-owned used car marketplace in northwest China. In September 2021, we entered into a strategic partnership with Changfeng County Government of Hefei City to jointly invest in and build the industry-leading Hefei Superstore in Changfeng, Hefei. With a total investment of up to RMB2.5 billion, the Hefei Superstore is expected to have an annual production capacity of 60,000 to 100,000 vehicles once it is in operation in the next few years. This production capacity is expected to provide us with a stable and large supply of high-quality used vehicles in the coming years. The phase one of Hefei Superstore has been in operation since its launch in November 2021. The Hefei Superstore has a total construction area of 450,000 square meters, comprising of used car reconditioning factories and used car warehouse-style showrooms capable of showcasing up to 10,000 vehicles. It serves as a central hub for our expansion plans in the used car industry, anchoring in Hefei City and extending its reach across the Anhui Province and facilitating sales nationwide. On September 20, 2023, we entered into an equity investment agreement with Hefei Construction Investment. Pursuant to the agreement, Hefei Construction Investment will invest by multiple instalments in Uxin Hefei, and each instalment will be made after the lease payment is made by the Hefei subsidiary, over a 10-year period. As of the date of this transition report, the first-year and second-year rentals of approximately RMB147.1 million and RMB127.7 million was converted into the investment of approximately 12.02% and 8.40% equity interests in Uxin Hefei by Hefei Construction Investment, respectively. Details of each investment will be subject to future negotiation. Hefei Construction Investment’s equity interests in Uxin Hefei will not exceed 50% after these contributions are completed. We retain the right to repurchase the equity interests in Uxin Hefei from Hefei Construction Investment at any time, and Hefei Construction Investment has the right to request us to do the same when Uxin Hefei meets the performance condition or fails to meet certain conditions as stipulated in the equity investment agreement. This investment is intended to support the operation and development of our used car superstore in Changfeng County, Hefei City. In July 2024, we entered into a strategic partnership with Zhengzhou Airport Industry to establish Uxin Zhengzhou. Pursuant to the equity investment agreement, Uxin Anhui will contribute RMB120.0 million and Zhengzhou Airport Industry will contribute RMB50.0 million, representing approximately 70% and 30% of Uxin Zhengzhou’s total registered capital, respectively. Uxin Zhengzhou aims to support our plan to establish a new used car super store in Zhengzhou. In October 2024, we entered into a strategic partnership with Wuhan Junshan, a company indirectly controlled by Wuhan City Economic & Technological Development Zone to establish our investee Uxin Wuhan. Pursuant to such partnership, Uxin Anhui will contribute RMB66.7 million and Wuhan Junshan will contribute RMB33.3 million, representing approximately 66.7% and 33.3% of Uxin Wuhan’s total registered capital, respectively. The strategic partnership aims to support our plan to establish a new used car super store in Wuhan City, Hubei Province. In February 2025, we commenced trial operations of our Wuhan Superstore, which covers an aggregate of approximately 143,000 square meters. Our Wuhan Superstore includes a reconditioning factory capable of inspecting and reconditioning up to 60,000 vehicles annually at full capacity. The showroom of our Wuhan Superstore can accommodate up to 5,000 vehicles for display and sale.

In addition to reconditioning retail used cars, our used car superstores, as a type of warehouse stores, offer local customers and customers within Shaanxi and Anhui provinces with in-store visit and purchase options. Accordingly, we have shifted from an online-only sales approach to an omni-channel sales approach, which integrates online sales into its warehouse-style operation.

| 68 |

| --- |

Consumers in China have been facing significant challenges when buying used cars via traditional supply chains, such as limited access to a wide selection of used cars, inconvenience in terms of buying used cars from other cities and regions, lack of transparent and reliable information on car condition and complex transaction processes. Operated under the brand Uxin Used Car (优信二手车), our platform is able to address these pain points by providing customers with a reliable and one-stop car buying experience and enabling customers to select from our own inventory of selected used cars nationwide and access various car-related value-added products and services throughout China. We now have much stronger control and management over the entire value chain and improved ability to provide high-quality used car products and premium services. We have started to track customer satisfaction via monitoring NPS (net promoter score) since the second quarter of 2020 and have made remarkable progress over the past years. We have significantly improved our average NPS per year from 31 for the fiscal year 2021 to 61 for the fiscal year 2024, and further to 65 for the nine months ended December 31, 2024.

Deeply rooted in the used-car market for over a decade, we are transforming the used car buying experience in China through our innovative inventory-owning model, integrated omni-channel sales approach, high-quality vehicle products and premium services, which perfectly echo the meaning of our brand name as Uxin (优信) translates to quality and trust in Chinese.

OurPlatform and Business

Retailvehicle sales and wholesale vehicle sales

Our vehicle sales business consists of retail vehicle sales business and wholesale vehicle sales business.

Our acquired vehicles that meet our retail standards will be delivered to our used car superstores for further inspection and reconditioning, and then sold to customers, which we refer to as our retail vehicle sales business. We acquire vehicles for sale through numerous sources, including directly from consumers, auction platforms and car dealerships. As we have such rich sources for vehicle acquisition, we are able to have greater access to used cars at more favorable prices and enjoy greater flexibility in offering more competitive prices to customers. The vehicles that we acquire from customers, either as trade-ins or independent of a retail sale, and that do not meet our retail standards to list and sell will be wholesaled via offline channels, which we refer to as our wholesale vehicle sales business. In addition, in order to boost cash turnover, we may increase the proportion of wholesale vehicle sales by wholesaling certain vehicles that meet our retail standards but nevertheless do not suit our design of retail inventory composition.

For the nine months ended December 31, 2024, our vehicle sales volume was 22,090, among which retail vehicle sales volume was 18,649 and wholesale vehicle sales volume was 3,441, respectively.

Others

We also generate other revenues from commissions earned from our financing and insurance partners and from provisions of warranty and repair services.

Customerjourney in our vehicle sales business

For a typical Uxin Used Car customer, there are two ways to buy used cars from Uxin: in-store purchase at our used car superstores for regional customers or online purchase for nationwide customers.

In-storepurchase journey at our used car superstores for regional customers

Our used car superstores are able to directly serve regional customers in Xi’an, Hefei and Wuhan, and also cover customers in Shaanxi, Anhui and Hubei provinces. All of the products, transaction processes and services are the same as that of online purchase journey, with the only difference being that customers can visit our used car superstores to have a clearer picture of the cars being offered and can pick up the car of their choice on the same day. Our in-store sales personnel are able to provide services and support to these customers from every aspect of their buying journey. In-store purchase is more convenient for regional customers and also caters to the buying habits of most customers.

Online purchase journey fornationwide customers

A customer’s online purchase journey is as follows:

●

Online vehicle search: We provide an intuitive user interface to help the customer navigate through a vast selection of used cars. The customer can search by brand, price and other features. Built upon our technology capabilities in user categorizing and deep learning, our platform also personalizes and prioritizes the display of high-quality listings according to the customer’s specific needs and requirements, which can make the decision-making process much more efficient. As we improve the quality and price competitiveness of the used-car inventories under our inventory-owning model, we provide customers with wider choice of high-quality value-for-money used cars.

| 69 |

| --- | | ● | Vehicle selection: Transaction process on our online platform is highly transparent. Customers are able to easily acquire basic information of each car listing on our platform, such as photos of the interior and exterior of a car. Furthermore, an in-depth car condition report generated by our Jiancebao (检测宝) system, is available to assist our customers’ vehicle selection. The car condition report provides an evaluation of the vehicle’s condition in accordance with the national standard–GB/T 30323 “Technical Specifications for Appraisal and Evaluation of Used Vehicles.” It includes a clear definition and standard for vehicle mileage adjustment, assessment of structural damage, water damage, and fire damage. Additionally, it includes a maintenance list of the vehicle, information about any historical accidents, and details about the vehicle’s maintenance history. This comprehensive report ensures that our customers are fully informed about the condition of the vehicles listed. Based on our comprehensive inventory database, our system also accommodates easy comparison of different cars across a multitude of features, including price, car condition and residual value, all of which would enable the customer to make a more informed buying decision. | | --- | --- | | ● | Products and services: When searching for used cars, the customer can also view and choose from various value-added products and services, such as used car financing options and auto insurance products, offered by third-party providers on our platform. Once the customer buys a car, we provide a full suite of supporting services to fulfill the online car purchase, such as nationwide logistics and delivery service, nationwide title transfer service, and assistance with vehicle registration for license plate. All of these products and services significantly lower the barrier to buy used cars online from our platform. | | --- | --- | | ● | Customer support: Our online platform allows used car buyers to virtually navigate the listing information, make informed decisions, lock in their favorite cars, place order and complete the transaction online with the assistance of a sales consultant. However, customers cannot independently complete purchases on our online platform. To initiate a purchase, customers must first contact our sales personnel through online chat or hotlines. After confirming the purchase intent, our sales personnel will input relevant information of the customer into our online platform, which then enables the customer to proceed with signing and completing the transaction. At any step of the transaction process, the customer can also contact our pre-sales and after-sales customer service personnel through online chat or hotlines. Our online customer service center primarily handles pre-sales car-buying enquiries, such as preliminary questions on car price, car condition, car selection, title transfer, vehicle registration and used car financing options. Our AI-enabled sales consultant assistance system, which integrates Lingxi (灵犀) intelligent recommendation system, Edison intelligent user profiling system and communication records generated from our online customer service center, empowers our sales consultants to provide more personalized and professional services by enabling them to understand the customer’s specific needs and requirements in greater detail and automatically generating car comparison and recommendations accordingly. Our fulfillment management center primarily handles after-sales enquiries and answers all sorts of questions that may arise in connection with the car purchased by the customer, such as questions on auto loan repayment, insurance claim and car repair covered by our warranty programs, as well as resolves customer complaints. | | --- | --- | | ● | Signing and delivery: Customers can either purchase the car with full payment or in installments utilizing different financing options. After the customer enters into contracts with us and makes the down payment, our nationwide logistics and delivery service ships the car in a timely manner to the customer’s nearest fulfillment center. When the car arrives, our fulfillment service consultant will carry out a pre-fulfillment check on the car’s condition and carry out thorough cleaning and disinfection process. Once confirmed that the car is in good condition, we will invite the customer to our fulfillment center to inspect and pick up the car. The customer will make the rest of the payment at the fulfillment center. Once all procedures are completed, we will help our customer to register the car at local vehicle bureau and complete title transfers. If a customer is unable to pick up the car in person, we provide door-to-door car shipping services. | | --- | --- | | ● | After-sale warranty: As part of our after-sale warranty, every used car bought from us currently carries a 10-year refund policy covering certain major damages caused by severe accidents that existed prior to the sale. | | --- | --- |

| 70 |

| --- |

We believe the combination of in-store and online purchase best tailors to the purchasing demands of our Chinese customers. As we further expand our customer base and increase word-of-mouth marketing through regional superstores, we will further improve our brand image and build trust among our customers, which will allow us to further boost our online sales.

OurServices

Our full suites of services provide customers with one-stop buying experience, for instance, we assist customers in dealing with a wide range of post-sale matters leveraging our expertise in the industry. Our omni-channel used car transaction business provides the following crucial service components:

●	Sales services. We have upgraded and transformed the entire online used car buying process and our online consulting team is able to<br> deliver timely vehicle consulting services and facilitate a seamless self-service purchasing experience. In addition, we also enhanced<br> the responsiveness and quality of our after-sales services delivered through online chat and hotlines to ensure high customer satisfaction.<br> Since our Xi’an Superstore and Hefei Superstore have been in operation in 2021, we have expanded our offline service teams<br> in both superstores to offer all-around and seamless services to our offline customers. In February 2025, we further commenced trial<br> operations of our Wuhan Superstore, which further expanded our offline presence. Under our omni-channel sales approach, we provide<br> the same reliable, one-stop and hassle-free transaction services to customers no matter they purchase through our online platform<br> or from our superstores.
●	Value-added products and services. In addition to vehicle sales services, we also have a wide range of car-related value-added products and<br> services. We cooperate with used car financing solution providers and recommend personalized used car financing options to our customers<br> according to their needs and profiles. We also cooperate with insurance solution providers and refer their auto insurance products<br> to our customers. As of December 31, 2024, we partnered with one financing solution provider and six insurance companies.
---	---
●	Warranty and repair services. As part of our after-sale warranty, every used car bought from us currently carries a 10-year refund policy<br> covering certain major damages caused by severe accidents that existed prior to the sale. In addition, our extended warranty services<br> provide customers with different extended warranty solutions. Our maintenance service network covers more than 300 prefecture-level<br> cities across China. Our maintenance review team reviews the maintenance plan and ensures our maintenance quality. Our service consultants<br> provide one-on-one exclusive after-sales services to improve our customers’ purchasing experience.
---	---
●	Nationwide door-to-door delivery services. A used car can be delivered to our fulfillment center and picked up by our customer in person.<br> For cities with no fulfillment center, we provide door-to-door car shipping services leveraging our nationwide logistics network.<br> Our logistic and delivery network covers nearly 300 cities in China. With our industry-leading logistic routing system, a used car<br> sold through our platform can be delivered to our customers typically within four days.
---	---
●	Nationwide title transfers and vehicle registration. For the retail vehicle sales under our inventory-owning model, Uxin owns the titles<br> of the cars before they are sold to our customers. Following the completion of a transaction, the title will be transferred to our<br> customer. We also offer flexible and comprehensive vehicle registration solutions to assist our customers from different cities in<br> obtaining local license plates, which greatly reduces their waiting time. As of December 31, 2024, we partnered with title transfer<br> service providers in more than 250 cities nationwide to handle the entire title transfer process for our customers.
---	---

| 71 |

| --- |

OurCapabilities

Our comprehensive products and services are supported by a number of critical foundations, including proprietary technology and data analytics capabilities, reconditioning capabilities, one-stop services capabilities and unique omni-channel used car transaction fulfillment capabilities.

●	Data Analytics and Technology Capabilities: With a significant amount of data accumulated on our platform for more than 10 years since<br> our inception in 2011, including user behavioral data, and data on used cars and used car transactions, we are able to continue to<br> innovate our proprietary technologies. Our patented and industry-leading car inspection system, Jiancebao(检测宝),<br> provides a comprehensive overview of a used car’s condition. Our AI- and big data-driven Manhattan pricing engine provides<br> pricing for the sale of each used car based on the car’s specific condition. In addition, based on a wealth of data we have<br> on user behavior, our AI-enabled Lingxi (灵犀) intelligent recommendation system provides personalized car recommendations<br> to customers by analyzing their preferences, which make it easier for them to find the car of their choice; and our AI-powered Edison<br> intelligent user profiling system helps our customer service personnel and sales consultants better understand customer profiles<br> by analyzing their preferences in real time and predicting which used cars they are likely to buy, enabling us to create more effective<br> sales strategies.
●	Reconditioning Capabilities: Equipped with our inspection and reconditioning experts and professional equipment, our used car superstores are<br> able to recondition all retail vehicles to a “like new” condition, and streamline and standardize the entire reconditioning<br> process, thereby greatly improving both quality and efficiency of our operations. By implementing sustainable supply chain practice<br> and zero-waste policy, we optimize the reconditioning costs and offer our customers high-quality vehicles at attractive prices. We<br> have accumulated and set up an integrated database of reconditioning standards and processes. In addition, we have adopted an advanced<br> and intelligent reconditioning technology, which is more efficient, cost-effective, and environmentally friendly. After our Hefei<br> Superstore in Changfeng, Hefei is fully completed and put into operation in the next few years, we expect the plant to have an annual<br> production capacity of 60,000 to 100,000 vehicles, which is expected to provide Uxin with a stable and large supply of high-quality<br> used vehicles in the coming years. Furthermore, we completed the relocation and update of our Xi’an Superstore in December<br> 2022. The reconditioning factory in Xi’an has an annual capacity of 40,000 units to ensure that we have a large-scale supply<br> of high-quality used cars. In February 2025, we commenced trial operations of our Wuhan Superstore, which includes a reconditioning<br> factory capable of inspecting and reconditioning up to 60,000 vehicles annually at full capacity.
---	---
●	Nationwide Logistic and Delivery Capabilities: We believe we are the first company in China that has built a nationwide logistics and delivery<br> network for used cars. All the logistics planning and delivery solutions are automated and output from our integrated intelligent<br> logistics and routing system, which ensures a timely delivery and standard delivery fee. Through our order management system (OMS)<br> and transportation management system (TMS), we operate and manage our logistics and delivery network in a centralized and transparent<br> fashion, which allows us to take a systematic approach to assigning shipment orders to logistics providers as well as monitoring<br> and managing delivery progress. In addition, our historically accumulated transaction volume brings better economy of scale to our<br> platform, which in turn enables us to increase overall resource utilization and delivery efficiency by optimizing route planning.<br> As a result, we have significantly improved our capabilities in operating used car logistics and delivery across China. For the purpose<br> of monitoring each shipment, we temporarily install GPS device to track the car’s location in real time. A used car sold through<br> our platform can be delivered to our customers typically within five calendar days via our logistics and delivery network.
---	---

| 72 |

| --- |

Technology

We leverage sophisticated technology to provide a differentiated customer experience and improve our operations.

Jiancebao(检测宝) inspection system

Our proprietary Jiancebao (检测宝) system is an integrated and interactive vehicle inspection system. A significant portion of the inspection process is automatically conducted by our proprietary and state-of-the-art technology. The automatic inspection is enabled through wearable digital glasses to record the inspection process, automatic diagnostics of car condition from image recognition technology that can automatically identify certain car condition. A mobile device serves as the hardware management and data collection terminal during each car inspection. Equipped with touch screen and voice command features, the mobile device is a highly interactive platform powered by our inspection software. The mobile device is also connected to multiple inspection hardware devices, including wearable digital glasses, endoscopy, a vehicle on-board diagnostics system and a coating thickness gauge. Our inspection professionals follow the instructions prompted by the mobile device and interact with the software system through the touch screen and voice commands during the inspection process. After each inspection, our system automatically generates a comprehensive standardized inspection report. Each condition report includes extensive information on, among many other data points, the exterior and interior of the car, structure and engine condition. Our upgraded inspection system involves a standard procedure that covers more than 750 documented check points. As a result, our inspection system improves both inspection accuracy and efficiency. As of December 31, 2024, we had 12 patents in relation to vehicle inspection.

Manhattanpricing engine

Our AI- and data-driven Manhattan pricing engine provides assessments on sale prices based on each car’s specific condition. We also use the Manhattan pricing engine to assess the residual value of retail vehicles, and continue to optimize the accuracy of residual value estimates based on the latest used car information on the market and external data such as the latest selling prices for comparable new vehicles. In addition, the Manhattan pricing engine provides us with price assessment that guides us in acquiring vehicles.

Our Manhattan pricing engine maintains high accuracy by updating its algorithms on a real-time basis with the transaction data collected in the latest week. Since 2018, our platform has completed over 196,028 online used cars transactions through our 2C business, which has contributed valuable transaction-related data to our database.

Lingxi(灵犀)intelligent recommendation system

Based on a wealth of data on retail transaction history and used car information accumulated on our platform, our AI-enabled Lingxi (灵犀) intelligent recommendation system makes personalized car recommendations to customers on our platform by analyzing their preferences, making it easier for them to find the car of their choice. In addition, Lingxi (灵犀) is also embedded with user categorization module which reveals user preference on different feature for a car. Our Lingxi (灵犀) intelligent recommendation system serves as an important foundation for our business operations.

Edisonintelligent user profiling system

Our AI-powered Edison intelligent system helps our sales consultants and customer service personnel to better understand potential buyers and provide effective services to them. Edison effectively studies and predicts user preferences for specific car features, such as certain make and model, car color, engine and gearbox, and constantly adjusts its prediction by monitoring user behavior data on a real-time basis. In addition, Edison can provide our sales consultants with insights on which used car the customer is likely to buy through a process of matching car features with the customer’s profile.

| 73 |

| --- |

Marketingand Brand Promotion

In terms of online marketing strategies, we obtained sustainable customer traffic by displaying our vehicles on e-commerce platforms for used cars. We also sell our vehicles through live steaming which enhanced our brand recognition and attracted more targeted customers. We also collaborated with internet celebrities to raise the awareness of our superstores. In terms of offline marketing strategies, we have implemented cost-effective marketing strategies, such as hosting events at our superstores. By continuously improving our marketing efficiency, we have reduced the cost of customer acquisition while significantly increasing our customer traffic and enhancing our brand recognition.

As an established used car brand in China, Uxin has enjoyed high brand awareness among Chinese consumers. In May 2019, we were named as the only used car e-commerce brand in BrandZ’s 2019 Top 100 Most Valuable Chinese Brands and the 71st most valuable Chinese brand on the list. In 2020, we were named as the No. 1 Brand for Mind Share in the Used Car Transactions Market as well as the Premier Used Car Brand in the 9th Hubei Auto Jinlun Prize. In 2021, we were awarded the Outstanding Member of China Automobile Dealers Association and won the General Business Award issued by China Automobile Dealers Association. In 2022, we were awarded the 2021-2022 Industry Quality Breakthrough Award by China Business Herald, Most Valuable Social Service Company by Zhitongcaijing as well as the 10th Hubei Auto Jinlun Prize–the Premier Used Car Brand by Hubei Daily. In 2023, we were awarded the Outstanding Used Car Dealer of the Year for the Anhui Automobile Industry, the Best User Experience Award in the used car circulation sector at the China Internet Economy Forum, and the Innovative Enterprise of the Year for Industry Quality at the Seventh Annual Northwest Automobile Market Awards. In 2024, we were awarded 2024 Brand Power Listed Company, 2023-2024 Business Innovation Sample Enterprise, and 2024 China Used Car Industry Standard Leader. As we continue to optimize our traffic acquisition channels, starting from 2020, we have also been working on enhancing NPS among our customers by continuously improving our service quality and customer satisfaction to further increase our brand awareness as well as the likelihood of existing customers to recommend or refer our products and services to other potential customers.

OurFormer Businesses Before September 2020

Onlineused car business (formerly known as “2C cross-regional business”) after the divestiture of intra-regional business and loanfacilitation business

Starting from early 2018 until September 2020 when we shifted to an inventory-owning model, our former business focused primarily on online used car transaction services under a platform model, which services we previously referred to as our “2C cross-regional business.”

Pursuant to the Loan Facilitation Divestiture, we had closed our divestiture of entire “2C intra-regional business” and loan facilitation business to Golden Pacer by April 2020. Therefore, “2C cross-regional business” is renamed as “online used car business”. Accordingly, the revenues generated from the online used car business are renamed as commission revenue, and value-added service revenue starting in the three months ended September 30, 2019. We no longer provide any loan facilitation services since November 2019 as a result of the Loan Facilitation Divestiture.

Commission.We provided used car purchase assistance, used car inspection services, title transfer and title registration service, as well as logistics service during the purchase process. We charged consumers the commission fees based on agreed percentage of final sales price.

Value-addedservices. For consumers with financing needs, we provided additional services to them based on agreed amount or agreed percentages, including but not limited to the following:

●	Channel services: We provided advice on financial solutions to our consumers and referred them to financing platforms. We also assisted<br> consumers in preparing paperwork in relation to their applications to financial products.
●	Safety-guaranteed services: We provided consumers with full range of safety-guaranteed services such as GPS purchase and installation services<br> as well as other necessary assistance, for instance, sharing the GPS trajectory in the event of a car theft.
---	---
●	Mortgage service: We assisted consumers in their mortgage registration process when needed and also assisted them in the purchase of insurance<br> policies.
---	---

| 74 |

| --- |

Others.

We generated other revenues mainly from salvage car business and other miscellaneous revenue streams.

Intra-regional and loan facilitation business (formerly part of “2C business”) and 2B business prior to their respective divestiture

Our2C business

2Ccross-regional. Cross-regional transactions meant transactions completed on our platform where the buyer completed the purchase of a car without the need to physically inspect the car on-site. These transactions primarily took place if the buyer was located in a different city from where the car was purchased.

2Cintra-regional. 2C intra-regional transactions mainly included similar transactions when the consumers were located in the same city as where the cars were located. In intra-regional business model, consumers needed to go to offline dealerships or inspect the car physically when making the purchase.

By April 2020, we had closed our divestiture of entire 2C intra-regional business and loan facilitation business to Golden Pacer. See “Item 4. Information on the Company—A. History and Development of the Company—Divestitures of Our Loan Facilitation, Salvage Car and 2B Businesses.” Prior to such divestiture revenues generated from the 2C businesses were presented as revenue streams as transaction facilitation revenue to consumers and loan facilitation revenue to consumers if loan facilitation business was provided.

Our2B business

Launched in 2011, our 2B business, Uxin Auction (优信拍) catered to business buyers and sellers with a comprehensive suite of transaction solutions through our auction service, connecting businesses with one another across China, helping them source used cars and optimize their turnover as well as facilitating transactions among our business customers of different sizes across China. Business sellers included used car dealers, 4S dealerships which are authorized to sell the products of a single brand of automobiles and provide key automobile-related services, car rental companies, auto manufacturers and large corporations that may need to dispose of large fleets of used cars. Used cars were sold on Uxin Auction through online auction. In 2019, approximately 370,000 used cars were listed on our platform for auction. In 2018 and 2019, our 2B business achieved GMV of RMB15.3 billion and RMB6.8 billion, respectively. Our 2B business mainly generated revenues from the fees we charge for transaction facilitation services.

See “Item 4. Information on the Company—A. History and Development of the Company—Divestitures of Our Loan Facilitation, Salvage Car and 2B Businesses.”

Others

We also generated revenues from other businesses, including commission for sales of salvage cars and interest income of financing lease.

Competition

We operate in a highly competitive and highly fragmented used car market in China. Players in this market mostly consist of numerous small and medium-sized car dealers. We face competition mainly from a large number of small-sized car dealers, a small number of large-scale dealer groups, other e-commerce platforms and online used car listing service platforms. Competition with other players in this market is primarily centered on brand recognition, inventory acquisition, market share, used car products, services and reputation.

| 75 |

| --- |

Seasonality

Seasonal fluctuations have affected, and are likely to continue to affect, our business. We generally generate less revenue during Lunar New Year holidays in the first quarter of each year which typically last for one month. In addition, public holidays such as Labor Day and National Day will also have temporary impact on our business. We expect that the seasonal fluctuations will cause our quarterly and annual operating results to fluctuate.

IntellectualProperties

Our intellectual property contributes to our competitive advantages among e-commerce platforms for used cars in China. To protect our brand and other intellectual property, we rely on a combination of patent, trademark, trade secret and copyright laws in China as well as imposing procedural and contractual confidentiality and invention assignment obligations on our employees, contractors and others. As of December 31, 2024, we had obtained 132 patents (of which 27 patents have been non-exclusively licensed to an affiliate of 58.com in 2020 as part of the divestiture of 2B businesses to 58.com or the 2B Divestiture), 1,222 trademarks (of which 12 trademarks have been non-exclusively licensed and 90 trademarks have been exclusively licensed to an affiliate of 58.com in 2020 as part of the 2B Divestiture), 275 software copyrights (of which 18 software copyrights have been non-exclusively licensed to an affiliate of 58.com in 2020 as part of the 2B Divestiture), and 13 works copyrights (of which one has been transferred in part, and one has been non-exclusively licensed to an affiliate of 58.com in 2020 as part of the 2B Divestiture), 40 domain names and have entered into confidentiality and proprietary rights agreement with employees, consultants, contractors, and other business partners.

OurEnvironmental, Social and Governance (ESG) Initiatives

As a platform for the buying and selling of used cars, we believe that our business inherently helps prevent waste and reduce carbon emissions following the ESG principles. We published our ESG report in July 2022. We are committed to integrating the concept of sustainable development into every aspect of our business operations to foster high-quality and eco-friendly growth of the used car industry. We have continuously improved our corporate social responsibility initiatives under the guidance of our ESG framework. We believe our continued growth depends on our integration of ESG values into our corporate strategies and operations.

Environmentalprotection

We believe it’s important to manage our carbon emissions and improve our ability to cope with the challenges brought by climate changes. We identified climate-related risks and opportunities and have implemented a series of measures to use cleaner energy, reduce energy consumption, enhance the efficiency of our day-to-day business operation, and limit our carbon footprint. For example, we have implemented “5S” management (Seiri, Seiton, Seiso, Seiketsu and Shitsuke) to eliminate waste in reconditioning, and used environmentally friendly water-based paint and smart refurbishment process during reconditioning and repair process to save energy. Leveraging our self-developed logistics and delivery network, we have helped reduce the empty-runs rate, energy consumption and air pollution. We also actively advocate the concept of “5R” environmental protection (Reduce, Reuse, Repair, Recycle and Reject) and paperless office.

Businessethics and labor management

We believe business ethics can help regulate employees’ behavior, guarantee honest management and enhance the credibility of our Company. We continuously improved and adjusted our organizational structure, delineated the rights and responsibilities of the management and executives, and implemented internal rules to set values and norms to guide the actions of our management and employees. For example, we have implemented the Code of Business Conduct and Ethics, Uxin Limited Red Line Management System, Uxin Limited Red and Yellow Card Management System, and Uxin Limited Management System for Employees Violations.

We believe our employees are our most important asset. We are on a continuous journey to improve the wellbeing of everyone working with and for us. We have set up an open and transparent staff promotion and appraisal system to help our employees achieve their career goals. We also provide employees with diverse training programs, including, among others, new-comer training, professional training, and safety training. Through these trainings, we help our employees improve their skill sets and enhance safety awareness.

| 76 |

| --- |

Regulation

This section sets forth a summary of the most significant rules and regulations that affect our business activities in China.

AmendedCompany Law

The establishment, operation and management of corporate entities in the PRC are governed by the Company Law of the PRC. On December 29, 2023, the Standing Committee of the National People’s Congress promulgated the amended Company Law of the PRC, which will come into effect on July 1, 2024, to supersede the existing PRC Company Law which was amended in October 2018. The major revisions made by the amended PRC Company Law included improving the system for the establishment and liquidation of companies, optimizing organizational structures of companies, improving the capital system of companies, strengthening the responsibilities of the controlling shareholder and management staff, and enhancing the social responsibilities of companies, etc. With respect to the period for payment of the registered capital, pursuant to the amended PRC Company Law, all shareholders of a PRC limited liability company shall fully pay up the registered capital subscribed for by such shareholders within five years since the date of establishment of the PRC limited liability company, unless otherwise provided by laws and regulations. According to the Provisions of the State Council on Implementing the Registered Capital Registration and Management System under the PRC Company Law issued on July 1, 2024, for companies registered and established before June 30, 2024, if the remaining subscription period of a limited liability company exceeds 5 years from July 1, 2027, it shall adjust its remaining subscription period to within 5 years before June 30, 2027 and record such adjustment in the company’s articles of association. Shareholders shall pay the registered capital in full within the adjusted period. If a company fails to adjust the capital subscription period and registered capital in accordance with these regulations, the company registration authority shall order such company to make corrections; if such company fails to make corrections within the prescribed time limit, the company registration authority shall make public announcement to the society. According to the Company Law of the PRC, where any shareholder fails to make capital contributions on the date of capital contribution as provided for in the articles of association, the equities of such shareholder for which the capital contribution has not been paid shall be forfeited.

ForeignInvestment Law

On March 15, 2019, the National People’s Congress approved the Foreign Investment Law and on December 26, 2019, the State Council published the Implementation Rules of the Foreign Investment Law, both of which went into effect on January 1, 2020 and replaced three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.

According to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the “investment activities” include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.

According to the Foreign Investment Law, the State Council shall publish or approve to publish a negative list stipulating the special management measures for the access of foreign investment in certain industries, or the “negative list.” The Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the “negative list.” The Foreign Investment Law provides that foreign investors shall not invest in the “prohibited” industries, and shall meet certain conditions stipulated under the “negative list” for making investment in “restricted” industries. The currently effective “negative list” is the Special Management Measures (Negative List) for the Access of Foreign Investment (2021 version), or the 2021 Negative List, jointly published by NDRC and the Ministry of Commerce on December 27, 2021 and went into effect on January 1, 2022.

| 77 |

| --- |

On December 26, 2019, the Supreme People’s Court published the Interpretation of the Supreme People’s Court on Several Issues concerning the Application of the Foreign Investment Law of the People’s Republic of China, which went into effect on January, 1, 2020, pursuant to which the court shall rule in favor of the party claim the invalidity of the investment agreement with respect to foreign investment in the “restricted” industry under the “negative list” or foreign investment in the “restricted” industry under the “negative list” that fails to comply with the requirements unless necessary mitigating measures are taken before the ruling.

Furthermore, the Foreign Investment Law provides that foreign-invested enterprises established according to the Sino-Foreign Equity Joint Venture Enterprise Law of the PRC, the Wholly Foreign-Owned Enterprise Law of the PRC or the Sino-Foreign Cooperative Joint Venture Enterprise Law of the PRC may maintain their current structure and corporate governance within five years after the implementing of the Foreign Investment Law.

In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local governments shall abide by their commitments to the foreign investors; foreign-invested enterprises are allowed to issue stocks and corporate bonds; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; mandatory technology transfer is prohibited; and the capital contributions, profits, capital gains, proceeds out of asset disposal, licensing fees of intellectual property rights, indemnity or compensation legally obtained, or proceeds received upon settlement by foreign investors within China, may be freely remitted inward and outward in RMB or a foreign currency. Also, foreign investors or the foreign investment enterprise should be imposed legal liabilities for failing to report investment information in accordance with the requirements.

On December 30, 2019, the Ministry of Commerce and the SAMR jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit the investment information to the competent commerce department.

According to the Measures for the Security Review of Foreign Investment promulgated by the National Development and Reform Commission and the Ministry of Commerce on December 19, 2020 and became effective on January 18, 2021, the NDRC and the Ministry of Commerce will establish a working mechanism office in charge of the security review of foreign investment. Such measures define foreign investment as direct or indirect investment by foreign investors in the PRC, which includes (i) investment in new onshore projects or establishment of wholly foreign owned onshore companies or joint ventures with foreign investors; (ii) acquisition of equity or asset of onshore companies by merger and acquisition; and (iii) onshore investment by and through any other means. Investment in certain key areas with bearing on national security, such as important cultural products and services, important information technology and internet services and products, key technologies and other important areas with bearing on national security which results in the acquisition of de facto control of investee companies, shall be filed with a specifically established office before such investment is carried out. What may constitute “onshore investment by and through any other means” or “ASC Topic 326” could be broadly interpreted under such measures. It is likely that control through contractual arrangement be regarded as de facto control based on provisions applied to security review of foreign investment in the free trade zone. Failure to make such filing may subject such foreign investor to rectification within prescribed period, and will be recorded as negative credit information of such foreign investor in the relevant national credit information system, which would then subject such investors to joint punishment as provided by relevant rules. If such investor fails to or refuses to undertake such rectification, it would be ordered to dispose of the equity or asset and to take any other necessary measures so as to return to the status quo and to erase the impact to national security.

| 78 |

| --- |

Regulationson Value-Added Telecommunications Services

China’s telecommunication related businesses (including internet business) are still at an early stage of development, the laws and regulations of which still remain subject to many uncertainties. On September 25, 2000, the Telecommunications Regulations of the People’s Republic of China, or the Telecom Regulation, was issued by the PRC State Council, which was amended and became effective on February 6, 2016, as the primary governing law on telecommunication services by PRC companies. The Telecom Regulation draws a distinction between “basic telecommunication services” and “value-added telecommunication services.” The Catalog of Telecommunications Business, or the Telecommunication Catalog, was issued as an appendix to the Telecom Regulations to categorize telecommunications services as basic or value-added, and information services via public communication networks such as fixed networks, mobile networks and Internet are classified as value-added telecommunications services. According to the Telecommunication Catalog, value-added telecommunication services include online data processing and transaction processing business (operating e-commerce business), internet information services business and other value-added telecommunication services.

On March 5, 2009, the Ministry of Industry and Information Technology, or the MIIT, issued the Administrative Measures for Telecommunications Business Operating Permit, or the Telecom Permit Measures, which took effect on April 10, 2009. The Telecom Permit Measures were later amended on July 3, 2017 and the amendment took effect on September 1, 2017. The Telecom Permit Measures confirm that there are two types of telecom operating licenses for operators in China, namely, licenses for basic telecommunications services and licenses for value-added telecommunications services, or the VATS License. The license granted will set out the operation scope of the enterprise which details the permitted activities of such enterprise. An approved telecommunication services operator shall conduct its business in accordance with the specifications listed in its VATS License. In addition, a VATS License holder is required to obtain approval from the original permit-issuing authority in respect of any change to its shareholders.

RegulationRelating to Internet Information Services

On September 25, 2000, the State Council promulgated the Administrative Measures on Internet Information Services, or the Internet Measures, which were later amended in January 8, 2011. On January 8, 2021, Administrative Measures on Internet Information Services (Draft Revision for Comment), or the Draft Revision, were promulgated. Under the Internet Measures and Draft Revision, a VATS License shall be obtained before conducting profitable internet information services in the PRC, and a filing requirement shall be satisfied before conducting non-profitable internet information service. The provision of information services through mobile apps is subject to the PRC laws and regulations governing Internet information services.

In addition, on June 28, 2016, the State Internet Information Office promulgated the Administrative Provisions on Mobile Internet Application Information Services, or the Mobile Application Administrative Provisions, which were later amended on June 14, 2022 and took effect on August 1, 2022, to strengthen the regulation of the mobile apps information services. Pursuant to the Mobile Application Administrative Provisions, an internet application program provider must verify each user’s mobile phone number and other identity information under the principle of mandatory real name registration at the back-office end and voluntary real name display at the front-office end. An internet application program provider must not enable functions that can collect a user’s geographical location information, access user’s contact list, activate the camera or recorder of the user’s mobile smart device or other functions irrelevant to its services, nor is it allowed to conduct bundle installations of irrelevant application programs, unless it has clearly indicated to the user and obtained the user’s consent on such functions and application programs. Furthermore, in December 16, 2016, the MIIT promulgated the Interim Measures on the Administration of Pre-Installation and Distribution of Applications for Mobile Smart Terminals, or the Mobile Application Interim Measures, which took effect on July 1, 2017. The Mobile Application Interim Measures require, among others, that internet information service providers must ensure that a mobile apps, as well as its ancillary resource files, configuration files and user data can be uninstalled by a user easily, unless it is a basic function software, which refers to a software that supports the normal functioning of hardware and operating system of a mobile smart device.

| 79 |

| --- |

The content of the internet information is highly regulated in China and pursuant to the Internet Measures, the PRC government may shut down the websites of internet information providers and revoke their VATS Licenses (for profitable Internet information services) if they produce, reproduce, disseminate or broadcast internet content that contains content that is prohibited by law or administrative regulations. Internet information services operators are also required to monitor their websites. They may not post or disseminate any content that falls within the prohibited categories, and must remove any such content from their websites, save the relevant records and make a report to the relevant governmental authorities. Additionally, as the internet information service providers, under the According to the PRC Civil Code, which took effect on January 1, 2021, they shall bear tortious liabilities in the event they infringe upon other person’s rights and interests due to providing wrong or inaccurate content through the internet. Where an internet service provider conducts tortious acts through internet services, the infringed person has the right to request the internet service provider take necessary actions such as deleting contents, screening and de-linking. Failing to take necessary actions after being informed, the internet service provider will be subject to its liabilities with regard to the additional damages incurred. Where an internet service provider knows that an internet user is infringing upon other persons’ rights and interests through its internet service but fails to take necessary actions, it is jointly and severally liable with the internet user.

RegulationRelating to E-Commerce

Online data processing and transaction processing business (operating e-commerce business) is a value-added telecommunication service, and e-commerce operation shall be required to obtain VATS License.

On March 15, 2021, the SAMR promulgated the Measures for the Supervision and Administration of Online Trading, or the Online Trading Measures, which aims to regulate business activities involving the sale of commodities or provision of services through the internet and other information networks, to replace the Administrative Measures for Online trading promulgated in January 2014. Pursuant to the Online Trading Measures, online trading operators are classified into four types: online trading platform operators, operators on platform, operators of self-built websites, and operators that carry out online trading activities through other online services. The Online Trading Measures reinforces the operation requirements as provided under the E-Commerce Law and the principles of legality, rationality and necessity in the collection and use of the users’ information and disclosure of the rules, purposes, methods and scopes of collection and use of user information. The Online Trading Measures also provides that the online trading operators (i) shall not use false transactions, fabricated user review etc. to conduct false or misleading business promotion, so as to defraud or mislead consumers and (ii) shall not eliminate or restrict competition, damage or ruin the competitor’s reputation. Furthermore, the Online Trading Measures imposes a series of regulatory requirements on new forms of online trading, such as online social networking e-commerce and online livestreaming e-commerce.

On August 31, 2018, the Standing Committee of the National People’s Congress promulgated the PRC E-Commerce Law, or the E-Commerce Law, which became effective on January 1, 2019. The E-Commerce Law establishes the regulatory framework for the e-commerce sector in the PRC for the first time by laying out certain requirements on e-commerce operators, including e-commerce platform operators like us. Pursuant to the E-Commerce Law, e-commerce platform operators are required to (i) take necessary actions or report to relevant competent government authorities when such operators notice any illegal production or services provided by merchants on the e-commerce platforms; (ii) verify the identity of the business operators on the platforms;(iii) provide identity and tax related information of merchants to local branches of State Administration for Market Regulation and relevant tax authorities; or (iv) record and preserve goods and service information and transaction information on the e-commerce platform. The E-Commerce Law also specifically stipulates that e-commerce platform operators shall not impose unreasonable restrictions or conditions on the transactions of their business operators on the platforms. According to the E-Commerce Law, failures to comply with these requirements may subject the e-commerce platform operators to administrative penalties, fines and/or suspension of business. In addition, for goods and services provided via e-commerce platforms and pertinent to the life and health of consumers, e-commerce platform operators shall bear relevant responsibilities, which may give rise to civil or criminal liabilities if the consumers suffered damages due to the e-commerce platform operators’ failure to duly verify the qualifications or the licenses of the business operators on the platforms or to duly perform their safety protection obligations as required by the E-Commerce Law.

| 80 |

| --- |

RegulationRelating to Foreign Investment Restriction on Value-Added Telecommunications Services

Pursuant to the Provisions on Administration of Foreign Invested Telecommunications Enterprises, or the FITE Regulation, promulgated by the State Council on December 11, 2001 and amended on September 10, 2008 and February 6, 2016, except as otherwise provided by MIIT, the ultimate foreign equity ownership in a value-added telecommunications services provider shall not exceed 50%. Pursuant to the Circular of Ministry of Industry and Information Technology concerning Lifting Restrictions on the Proportion of Foreign Equity in Online Data Processing and Transaction Processing Business (Operating E-commerce Business) promulgated by the MIIT on June 19, 2015, the online data processing and transaction processing businesses (operating e-commerce business) could be 100% owned by foreign investors. Moreover, for a foreign investor to acquire any equity interest in a value-added telecommunications business in China, it must satisfy a number of stringent performance and operational experience requirements, including demonstrating good track records and experience in operating value-added telecommunications business overseas. Foreign investors that meet these requirements must obtain approvals from the MIIT and MOFCOM or their authorized local counterparts, which retain considerable discretion in granting approvals. Pursuant to publicly available information, the PRC government has issued telecommunications business operating licenses to Sino-foreign joint ventures in very limited circumstances. However, pursuant to the latest amendment to the Regulations for Administration of Foreign-invested Telecommunications Enterprises issued by the State Council in March 2022, which came into effect on May 1, 2022, several provisions, including the requirement that such major foreign investors described above to have a good and profitable record and operating experience in the industry, had been removed.

The 2021 Negative List also imposes the 50% restrictions on foreign ownership in value-added telecommunications business except for operating e-commerce, domestic multi-party communications services, store and forward services, and call center services business. In addition, the services for releasing information by the public through internet are listed as businesses that are prohibited for foreign investors under 2021 Negative List.

On July 13, 2006, the MIIT issued the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business, or the MIIT Circular, which requires foreign investors to set up a value-added telecommunications business foreign-invested enterprise and obtain a VATS License to conduct relevant value-added telecommunications business in China. Under the MIIT Circular, a domestic company that holds a VATS License is prohibited from leasing, transferring or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in China. Furthermore, the relevant trademarks and domain names that are used in the value-added telecommunications business must be owned by the local VATS License holder or its shareholder. The MIIT Circular further requires each VATS License holder to have the necessary facilities for its approved business operations and to maintain such facilities in the regions covered by its license and all value-added telecommunications services providers shall improve network and information security, enact relevant information safety administration regulations and set up emergency plans to ensure network and information safety.

Regulationson Information Security and Privacy Protection

Internet content in China is regulated and restricted from a state security standpoint. On December 28, 2000, the Standing Committee of the PRC National People’s Congress enacted the Decisions on Maintaining Internet Security, later amended on August 27, 2009, which subject violators to criminal punishment in China for any effort to: (i) use the internet to market fake and substandard products or carry out false publicity for any commodity or service; (ii) use the internet for the purpose of damaging the commercial goodwill and product reputation of any other person; (iii) use the internet for the purpose of infringing on the intellectual property of any person; (iv) use the internet for the purpose of fabricating and spreading false information that affects the trading of securities and futures or otherwise jeopardizes the financial order; or (v) create any pornographic website or webpage on the internet, provide links to pornographic websites, or disseminate pornographic books and magazines, movies, audiovisual products, or images. The Ministry of Public Security has promulgated measures that prohibit use of the Internet in ways which, among other things, would result in a leakage of state secrets or a spread of socially destabilizing content, and require internet service providers to take proper measures including anti-virus, data back-up and other related measures, to keep records of certain information about its users (including user registration information, log-in and log-out time, IP address, content and time of posts by users) for at least 60 days, and to detect illegal information, stop transmission of such information, and keep relevant records. If an internet information service provider violates these measures, the Ministry of Public Security and the local security bureaus may revoke its operating license and shut down its websites.

| 81 |

| --- |

PRC governmental authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. In December 28, 2012, the Standing Committee of the PRC National People’s Congress promulgated the Decision on Strengthening Network Information Protection to enhance the legal protection of information security and privacy on the internet. In July 2013, the MIIT promulgated the Provisions on Protection of Personal Information of Telecommunication and Internet Users to regulate the collection and use of users’ personal information in the provision of telecommunication services and internet information services in China. Telecommunication business operators and internet service providers are required to establish its own rules for collecting and use of users’ information and cannot collect or use users’ information without users’ consent. Telecommunication business operators and internet service providers are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information. In August 2015, the Standing Committee of the NPC promulgated the Ninth Amendment to the Criminal Law, which became effective in November 2015 and amended the standards of crime of infringing citizens’ personal information and reinforced the criminal culpability of unlawful collection, transaction, and provision of personal information. It further provides that any ICP provider that fails to fulfill the obligations related to internet information security administration as required by applicable laws and refuses to rectify upon orders will be subject to criminal liability. The Civil Code promulgated in 2020 also provides specific provisions regarding the protection of personal information.

On November 7, 2016, Standing Committee of the PRC National People’s Congress published the Cyber Security Law of the PRC, which took effect on June 1, 2017 and requires network operators to perform certain functions related to cyber security protection and the strengthening of network information management. For instance, under the Cyber Security Law, network operators of key information infrastructure shall store within the territory of the PRC all the personal information and important data collected and produced within the territory of PRC and their purchase of network products and services that may affect national securities shall be subject to national cybersecurity review. On April 29, 2021, the Standing Committee of the National Peoples’ Congress issued a Second Draft for review of the Personal Information Protection Law, or the Draft Personal Information Protection Law, which integrates the scattered rules with respect to personal information rights and privacy protection.

For the further purposes of regulating data processing activities, safeguarding data security, promoting data development and utilization, protecting the lawful rights and interests of individuals and organizations, and maintaining national sovereignty, security, and development interests, on June 10, 2021, Standing Committee of the PRC National People’s Congress published the Data Security Law of the People’s Republic of China, which will take effect on September 1, 2021. The Data Security Law requires data processing, which includes the collection, storage, use, processing, transmission, provision, publication of data, to be conducted in a legitimate and proper manner. The Data Security Law provides for data security and privacy obligations on entities and individuals carrying out data activities. The Data Security Law also introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it may cause to national security, public interests, or legitimate rights and interests of individuals or organizations if such data are tampered with, destroyed, leaked, illegally acquired or illegally used. The appropriate level of protection measures is required to be taken for each respective category of data. For example, a processor of important data is required to designate the personnel and the management body responsible for data security, carry out risk assessments of its data processing activities and file the risk assessment reports with the competent authorities. Moreover, the Data Security Law provides a national security review procedure for those data activities which may affect national security and imposes export restrictions on certain data and information.

On July 6, 2021, certain PRC regulatory authorities issued Opinions on Strictly Cracking Down on Illegal Securities Activities, which were available to the public on July 6, 2021, to improve relevant laws and regulations on data security, cross-border data transmission, and confidential information management. It provided that efforts will be made to revise the regulations on strengthening the confidentiality and file management relating to the offering and listing of securities overseas, to implement the responsibility on information security of overseas listed companies, and to strengthen the standardized management of cross-border information provision mechanisms and procedures.

On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, or the PIPL, which integrates the scattered rules with respect to personal information rights and privacy protection and took effect on November 1, 2021. The PIPL aims at protecting the personal information rights and interests, regulating the processing of personal information, ensuring the orderly and free flow of personal information in accordance with the law, and promoting the reasonable use of personal information. Personal information, as defined in the PIPL, refers to information related to identified or identifiable natural persons and recorded by electronic or other means, but excluding the anonymized information. The PIPL provides the circumstances under which a personal information processor could process personal information, which include but not limited to, where the consent of the individual concerned is obtained and where it is necessary for the conclusion or performance of a contract to which the individual is a contractual party. It also stipulates certain specific rules with respect to the obligations of a personal information processor, such as to inform the purpose and method of processing to the individuals, and the obligation of the third party who has access to the personal information by way of co-processing or delegation.

| 82 |

| --- |

On December 28, 2021, the CAC, together with another twelve regulatory authorities jointly issued the Measures for Cybersecurity Review, or the Review Measures, which became effective on February 15, 2022. The Review Measures establishes the basic framework and principle for national cybersecurity reviews of network products and services, and provides that a critical information infrastructure operator purchasing network products and services, and platform operators carrying out data processing activities which affect or may affect national security must apply for cybersecurity review. The Review Measures also provides that a platform operator with more than one million users’ personal information aiming to list abroad must apply for cybersecurity review. However, the Review Measures has not provided further explanation or interpretation for “listed abroad” and the scope of “listed abroad”.

On July 7, 2022, the CAC promulgated the Security Assessment Measures for Outbound Data Transfer, or the Security Assessment Measures, which became effective on September 1, 2022. The Security Assessment Measures provide for the circumstances under which a data processor shall be subject to security assessment, including (i) where a data processor provides important data abroad; (ii) where a critical information infrastructure operator or a data processor that processes personal information of more than one million individuals provides personal information abroad; (iii) where a data processor that has exported personal information of over 100,000 individuals or sensitive personal information of over 10,000 individuals in total since January 1 of the previous year provides personal information abroad; and (iv) other circumstances prescribed by the CAC.

On September 24, 2024, the State Council promulgated the Regulation on Network Data Security Management, or the Network Data Security Regulation, which became effective on January 1, 2025. The Network Data Security Regulation provide that where network data handlers carry out network data processing activities that affect or may affect national security, they shall undergo a national security review in accordance with relevant national regulations. Prior to handling personal information, if a network data handler informs individuals according to the law by formulating rules for handling personal information, such rules shall be publicly displayed in a centralized manner, easily accessible and put in an eye-catching position, and the content shall be definite, specific, clear and understandable, including but not limited to the following: (i) the title or name and contact information of the network data handler; (ii) the purpose, method and type of handling of personal information, as well as the necessity of handling of sensitive personal information and the impact of handling on individuals’ rights and interests; (iii) the retention period of personal information and the method for handling such information upon expiration; If it is difficult to determine the retention period, the method for determining the retention period shall be specified; and (iv) methods and channels etc. for individuals to access, reproduce, transfer, correct, supplement, delete and restrict handling of personal information, to deregister accounts and withdraw their consents. When informing individuals of the purpose, method and type of personal information to be collected and provided to other network data handlers, as well as the information of the network data recipient in accordance with the provisions of the preceding paragraph, the network data handler shall state such information in the form of a checklist, among others. Where handling the personal information of minors under the age of 14, the network data handler shall also develop special rules for handling personal information.

On 12 February 2025, the CAC promulgated the Administrative Measures for Personal Information Protection Compliance Audits, or the Audits Administrative Measures, which will become effective on May 1, 2025. The Audits Administrative Measures provided that any personal information handler handling the personal information of more than 10 million people shall carry out the personal information protection compliance audits at least once every two years. For a personal information handler who falls under any of the following circumstances, the cyberspace administration of China and other authorities performing responsibilities of personal information protection (hereinafter collectively referred to as the “protection authorities” in short) may require the personal information handler to entrust a specialized agency with the compliance audit of its personal information handling activities: (i) Where its personal information handling activities involve relatively large risks such as serious impact on personal rights and interests or serious lack of security measures; (ii) Where its personal information handling activities may infringe upon the rights and interests of many people; or (iii) Where a personal information security incident occurs, resulting in the divulgence, tampering with, loss or damage of the personal information of more than one million people or the sensitive personal information of more than 100,000 people. For the same personal information security incident or risk, it is not allowed to repeatedly require the personal information handler concerned to entrust a specialized agency with the personal information protection compliance audits.

| 83 |

| --- |

Regulationson Auction Business

On April 24, 2015, Auction Law of the People’s Republic of China was promulgated by the Standing Committee of the National People’s Congress for the purpose of regulating and administrating the business operation of auction. Pursuant to the Auction Law, “auction” refers to a way of selling particular goods or property rights to the bidder who offers the highest price in the form of public bidding. Measures for the Supervision and Administration of Auctions, as amended in March 2013, November, 2017 and on October 23, 2020, stipulates that an applicant for the formation of an auction enterprise in accordance with the Auction Law and Company Law shall be approved by the autonomous region of the local province government. According to the Measures for the Administration of the Circulation of Used Cars promulgated by the Ministry of Commerce and three other ministries on August 29, 2005 and amended on September 14, 2017, “used car auction” refers to the business activities whereby a used car auction enterprise transfers a used car to a bidder that offers the highest price through public bidding. According to The Specifications for Used Cars Transaction promulgated by the Ministry of Commerce on March 24, 2006, where an auction is conducted through the internet, the color photo of the car and information of auctioned car shall be published on internet. The publication period shall not be less than seven days. An enterprise engaging in activities of auction should undergo the review and approval procedure with relevant government authority and obtain the license for auction business. Any entity engaging in the auction business without the license may be subject to enforcement action, including orders issued by the relevant regulatory authorities to cease the auction business, confiscation of any illegal gains, or imposition of fines.

Regulationson the Circulation of Used Cars

On August 29, 2005, the Measures for the Administration of the Circulation of Used Cars, or the Used Cars Measures, which was amended on September 14, 2017, were promulgated by the Ministry of Commerce, or the MOFCOM, the Ministry of Public Security, the SAMR, and the State Administration of Tax, or the SAT, for the purpose of intensifying the administration of the circulation of used cars, regulating the business operations of used cars, guaranteeing the legitimate interests and rights of both parties to transactions of used cars and promoting the sound development of the circulation of used cars. The Used Cars Measures stipulate that an archival filing system for the operators of used car markets and operators of used cars shall be established. The operators of used car markets and operators of used cars that have handled the registration in the administrative department of industry and commerce according to law and obtained the business license shall go to the administrative department of commerce at the provincial level for archival filing within 2 months as of obtaining their business license. The administrative department of commerce at the provincial level shall report the information on the archival filing of the operators of used car markets as well as operational subjects of used cars to the administrative department of commerce of the State Council on a periodic base. The Used Cars Measures further stipulate that (i) a business operator of a used car market, a retail enterprise and brokerage entity of used cars shall possess the qualification of an enterprise legal-person and shall complete the registration procedures with the administrative department of industry and commerce, and (ii) the establishment of an auction enterprise of used cars (including a foreign-funded auction enterprise of used cars) shall comply with the relevant provisions of the Auction Law of the People’s Republic of China and the Measures for the Administration of Auction, and shall be handled according to the procedures as prescribed by the Measures for the Administration of Auction, which means that an auction enterprise of used cars shall obtain an Approval License for Operation of Auction before it engages in auction of used cars. On March 24, 2006, the MOFCOM promulgated the Specifications for Used Car Trade, or the Specifications, which set forth detailed criteria and requirements for the purchase, sale, dealing, auction, evaluation, trading and post-sale services in respect of used car.

| 84 |

| --- |

Regulationson Financing Lease

In September 18, 2013, MOFCOM issued the Administration Measures of Supervision on Financing Lease Enterprises, or the Leasing Measures, to regulate and administer the business operations of financing lease enterprises. According to the Leasing Measures, financing lease enterprises are allowed to carry out financing lease business in such forms as direct lease, sublease, sale-and-lease-back, leveraged lease, entrusted lease and joint lease in accordance with the provisions of relevant laws, regulations and rules. However, the Leasing Measures prohibit financing lease enterprises from engaging in financial business such as accepting deposits, providing loans or entrusted loans. Without the approval from relevant authorities, financing lease enterprises shall not engage in interbank borrowing and other businesses. In addition, financing lease enterprises are prohibited from carrying out illegal fund-raising activities in the name of financing lease. The Leasing Measures require financing lease enterprises to establish and improve their financial and internal risk control systems, and a financing lease enterprise’s risk assets shall not exceed ten times of its total net assets. Risk assets generally refer to the adjusted total assets of a financing lease enterprise excluding cash, bank deposits, sovereign bonds and entrusted leasing assets. On May 26, 2020, the China Banking and Insurance Regulatory Commission issued the Interim Measures for the Supervision and Administration of Finance Leasing Companies, to regulate and administer the business operations of financing lease companies. On May 28, 2020, the PRC National People’s Congress published the Civil Code of the People’s Republic of China, which took effect on January 1, 2021. The Chapter 15 of PRC Civil Code detailed regulations on the financial leasing contract.

The main regulation governing foreign investment in the PRC financing lease industry included the Administrative Measures on Foreign-Invested Lease Industry, as amended on October 28, 2015. However, it has recently been repealed by MOFCOM on February 22, 2018. The above measures require that foreign investors investing directly in the PRC financing lease industry must have total assets of no less than US$5 million. MOFCOM is the competent administrative authority in charge of the foreign-invested lease industry and is also responsible for the examination and approval of such business. A foreign-invested financing lease enterprise may undertake the following business: (i) the financing lease business; (ii) the lease business; (iii) the purchase of leased properties from onshore and offshore; (iv) the disposal of scrap value of and maintenance of leased properties; (v) the consultancy and guaranty business relating to lease transactions; and (vi) other business approved by the examination and approval department. In addition, a foreign-invested financing lease enterprise shall meet the following requirements: (i) have corresponding professionals, with its senior management personnel having relevant professional qualifications and experience of at least three years, (ii) the operating period of a foreign-invested financing lease enterprise established in the form of limited liability company shall not exceed thirty years. The risk assets of a foreign-invested financing lease enterprise shall not exceed ten times of its total net assets.

Regulationson Motor Vehicle Maintenance

On June 24, 2005, the MOT promulgated the Administration of Motor Vehicle Maintenance, which was amended on August 8, 2015, April 19, 2016, June 21, 2019 and August 11, 2021, pursuant to which, a motor vehicle maintenance operator shall file with the local road transport administration for record after completing registration with the local SAMR in accordance with the law and shall operate business in accordance with the registered business scope. “Motor vehicle maintenance” refers to business activities of maintenance, repair and maintenance aids as carried out with maintaining or recovering the technical state and normal functions of motor vehicles, and extending the serving term thereof as operational tasks. The operational business of automobile maintenance is classified into operational business of Grades I, II and III in light of their operational items and serving capabilities. A maintenance operator of automobiles of Grade I and Grade II may undertake entire automobile repair, assembly repair, entire automobile maintenance, minor repair, maintenance aids, specific repair and the examination work after the completion of maintenance of corresponding vehicle types. A maintenance operator of automobiles of Grade III may undertake general minor repair and special repair, such as repair and maintenance of engines, vehicle bodies and electric systems. Anyone failing to carry out the filing for motor vehicle maintenance in accordance with the Motor Vehicles Maintenance or unlawfully engaging in the motor vehicle maintenance business shall be ordered to make rectification, and, in case of refusing to rectify, be subject to a fine of RMB5,000 to RMB20,000.

Regulationson Advertisement

The PRC government regulates advertising principally through the SAMR. The PRC Advertising Law, or the Advertising Law, as amended in April 2015, on October 26, 2018 and on April 29, 2021, outlines the regulatory framework for the advertising industry. The Advertising Law stipulates that advertisements shall not contain any false or misleading content or defraud or mislead consumers. Any advertisement that defrauds or misleads consumers with any false or misleading content is considered a false advertisement. An advertiser shall be responsible for the veracity of contents of advertisement. Violation of these regulations may result in penalties calculated on the basis of advertising expenses.

| 85 |

| --- |

Regulationson Online Consumer Finance and Debt Collection

The regulation on online consumer finance industry in China is still under development. In December 2017, the Internet Financial Risks Rectification Office and the P2P Online Lending Risks Rectification Office jointly issued the Circular 141, outlining general requirements on the “cash loan” business conducted by network microcredit companies, banking financial institutions and online lending information intermediaries. The Circular 141 specifies the features of “cash loans” as not relying on consumption scenarios, with no specified use of loan proceeds, no qualification requirement on customers and unsecured etc. The Circular 141 further requires that financial institutions that participate in the “cash loan” business not to accept any credit enhancement services or other similar services from third parties without qualification to provide guarantee, and third party cash loan facilitators are prohibited from directly charging fees from borrowers. However, there is no clear definition of “cash loan” set forth in the Circular 141.

In addition, according to the Circular 141, institutions or the engaged third party institutions shall not collect loan debts by methods of violence, intimidation, insult, defamation, or harassment. In case of violation, the regulatory authorities may, depending on the seriousness of the case, urge such institution to rectify by taking measures such as suspending its business, ordering it to make correction, circulating a notice of criticism, rejecting its filing or revoking its business qualification. In case where malicious fraud or violent debt collection or other serious illegal conducts were suspected, such cases shall be promptly transferred to the Ministry of Public Security and may subject to criminal liability.

Regulationson Intellectual Property

Copyrightand Software Products

The National People’s Congress adopted the Copyright Law on September 7, 1990 and amended it on October 27, 2001, February 26, 2010 and June 1, 2021, respectively. The amended Copyright Law extends copyright protection to internet activities, products disseminated over the internet and software products. In addition, there is a voluntary registration system administered by the China Copyright Protection Center.

In order to further implement the Computer Software Protection Regulations promulgated by the State Council on December 20, 2001 and amended on January 30, 2013, the State Copyright Bureau issued the Computer Software Copyright Registration Procedures on February 20, 2002, which apply to software copyright registration, license contract registration and transfer contract registration.

According to the Copyright Law, an infringer will be subject to various civil liabilities, which include cessation of the infringement and apologizing to and compensating the actual loss suffered by the copyright owner. If the actual loss of the copyright owner is difficult to calculate, the income received by the infringer as a result of the infringement will be deemed as the actual loss or if such illegal income is also difficult to calculate, the court can decide the amount of the actual loss up to RMB5,000,000.

Trademarks

Trademarks are protected by the PRC Trademark Law adopted in August 23, 1982 and subsequently amended in February 22, 1993, October 27, 2001, August 30, 2013 and November 1, 2019 as well as the Implementation Regulation of the PRC Trademark Law adopted by the State Council in August 3, 2002 and amended on April 29, 2014. The Trademark Office under the SAMR handles trademark registrations and grants a term of ten years to registered trademarks and another ten years if requested upon expiry of the first or any renewed ten-year term. Trademark license agreements must be filed with the Trademark Office for record. The PRC Trademark Law has adopted a “first-to-file” principle with respect to trademark registration. Where a trademark for which a registration has been made is identical or similar to another trademark which has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark may not prejudice the existing right first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use. After receiving an application, the PRC Trademark Office will make a public announcement if the relevant trademark passes the preliminary examination. During the three months after this public announcement, any person entitled to prior rights and any interested party may file an objection against the trademark. The PRC Trademark Office’s decisions on rejection, objection or cancellation of an application may be appealed to the PRC Trademark Review and Adjudication Board, whose decision may be further appealed through judicial proceedings. If no objection is filed within three months after the public announcement or if the objection has been overruled, the PRC Trademark Office will approve the registration and issue a registration certificate, at which point the trademark is deemed to be registered and will be effective for a renewable ten-year period, unless otherwise revoked. Trademark license agreements should be filed with the Trademark Office or its regional offices.

| 86 |

| --- |

DomainNames

Internet domain name registration and related matters are primarily regulated by the Measures on Administration of Domain Names for the Chinese Internet, issued by MIIT on November 5, 2004 and effective as of December 20, 2004 which was replaced by the Measures on Administration of Internet Domain Names issued by MIIT as of November 1, 2017, and the Implementing Rules on Registration of Domain Names issued by China Internet Network Information Center on May 28, 2012, which became effective on May 29, 2012. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and the applicants become domain name holders upon successful registration.

Patent

On March 12, 1984, the Standing Committee of the National People’s Congress promulgated the Patent Law, which was amended in September 4, 1992, August 25, 2000, December 27, 2008 and October 17, 2020. On June 15, 2001, the State Council promulgated the Implementation Regulation for the Patent Law, which was amended on January 9, 2010. According to these laws and regulations, the State Intellectual Property Office is responsible for administering patents in the PRC. The Chinese patent system adopts a “first to file” principle, which means that where more than one person files a patent application for the same invention, a patent will be granted to the person who filed the application first. To be patentable, invention or utility models must meet three conditions: novelty, inventiveness and practical applicability. Invention patent is valid for 20 years, design patent is valid for 15 years, and utility model patent is valid for 10 years. A third-party user must obtain consent or a proper license from the patent owner to use the patent. Otherwise, third-party use constitutes an infringement of patent rights. As of December 31, 2019, we had been issued 84 patents in the PRC.

RegulationsRelating to Foreign Exchange

Regulationson Foreign Currency Exchange

Pursuant to the Foreign Exchange Administration Regulations, as amended on August 5, 2008, Renminbi is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless prior approval is obtained from State Administration of Foreign Exchange, or the SAFE, and prior registration with SAFE is made.

On March 30, 2015, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign invested Enterprises, or the SAFE Circular 19, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142. SAFE further promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or the SAFE Circular 16, effective on June 9, 2016 and was amended on December 4, 2023, which, among other things, amend certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for purposes beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope. Violations of SAFE Circular 19 or SAFE Circular 16 could result in administrative penalties.

| 87 |

| --- |

From 2012, SAFE has promulgated several circulars to substantially amend and simplify the current foreign exchange procedure. Pursuant to these circulars, the opening of various special purpose foreign exchange accounts, the reinvestment of RMB proceeds by foreign investors in the PRC and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE. In addition, domestic companies are allowed to provide cross-border loans not only to their offshore subsidiaries, but also to their offshore parents and affiliates. SAFE also promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, as amended on October 10, 2018 and December 30, 2019, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches. In February 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Foreign Exchange Management Policies for Direct Investment, or the SAFE Circular 13, which took effect on June 1, 2015 and amended on December 30, 2019. SAFE Circular 13 delegates the power to enforce the foreign exchange registration in connection with inbound and outbound direct investments under relevant SAFE rules from local branches of SAFE to banks, thereby further simplifying the foreign exchange registration procedures for inbound and outbound direct investments.

On January 26, 2017, SAFE issued the Notice on Improving the Check of Authenticity and Compliance to Further Promote Foreign Exchange Control, or the SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits. Moreover, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.

In October 2019, the SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment, or the SAFE Circular 28, and was amended on December 4, 2023, which, among other things, allows all Foreign-Invested Enterprises to use Renminbi converted from foreign currency denominated capital for equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment. The Circular Regarding Further Optimizing the Cross-border RMB Policy to Support the Stabilization of Foreign Trade and Foreign Investment jointly promulgated by the PBOC, the NDRC, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission and SAFE on December 31, 2020 and effective on February 4, 2021 allows the non-investment foreign-invested enterprises to make domestic reinvestment with RMB capital in accordance with the law on the premise that they comply with prevailing regulations and the invested projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise is not required to open a special deposit account for RMB capital.

According to the Circular of the State Administration for Foreign Exchange on Optimizing Foreign Exchange Administration to Support the Development of Foreign-related Business, or the SAFE Circular 8, promulgated and effective on April 10, 2020 by the SAFE, the reform of facilitating the payments of incomes under the capital accounts shall be promoted nationwide. Under the prerequisite of ensuring true and compliant use of funds and compliance and complying with the prevailing administrative provisions on use of income from capital projects, enterprises which satisfy the criteria are allowed to use income under the capital account, such as capital funds, foreign debt and overseas listing, etc., for domestic payment, without the need to provide proof materials for veracity to the bank beforehand for each transaction.

Regulationson Dividend Distribution

The principal regulations governing distribution of dividends of foreign-invested enterprises include the PRC Company Law and the Foreign Investment Law. Under these laws and regulations, wholly foreign-owned enterprises in China may pay dividends only out of their accumulated after-tax profits, if any, determined in accordance with China accounting standards and regulations. In addition, wholly foreign-owned enterprises in China are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until these reserves have reached 50% of the registered capital of the enterprises. Wholly foreign-owned companies may, at their discretion, allocate a portion of their after-tax profits based on China accounting standards to staff welfare and bonus funds. These reserves are not distributable as cash dividends.

| 88 |

| --- |

Regulationson Foreign Exchange Registration of Overseas Investment by PRC Residents

SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or the SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular 37 was issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles issued by SAFE in October 2005. SAFE further enacted SAFE Circular 13, which allows PRC residents or entities to register with qualified banks in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. However, remedial registration applications made by PRC residents that previously failed to comply with the SAFE Circular 37 continue to fall under the jurisdiction of the relevant local branch of SAFE. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from distributing profits to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for evasion of foreign exchange controls.

Regulationson Stock Incentive Plans

In February 2012, SAFE promulgated the Notice on Foreign Exchange Administration of PRC Residents Participating in Share Incentive Plans of Offshore Listed Companies, or the Stock Option Rules, replacing the previous rules issued by SAFE in March 2007. Under the Stock Option Rules and other relevant rules and regulations, domestic individuals, which means the PRC residents and non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, who participate in a stock incentive plan in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures. Participants of a stock incentive plan who are PRC residents must retain a qualified PRC agent, which could be a PRC subsidiary of the overseas publicly-listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the stock incentive plan on behalf of its participants. The participants must also retain an overseas entrusted institution to handle matters in connection with their exercise of stock options, the purchase and sale of corresponding stocks or interests and fund transfers. In addition, the PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes. The PRC agents must, on behalf of the PRC residents who have the right to exercise the employee share options, apply to SAFE or its local branches for an annual quota for the payment of foreign currencies in connection with the PRC residents’ exercise of the employee share options. The foreign exchange proceeds received by the PRC residents from the sale of shares under the stock incentive plans granted and dividends distributed by the overseas listed companies must be remitted into the bank accounts in the PRC opened by the PRC agents before distribution to such PRC residents. In addition, SAFE Circular 37 provides that PRC residents who participate in a share incentive plan of an overseas unlisted special purpose company may register with SAFE or its local branches before exercising rights.

| 89 |

| --- |

RegulationsRelating to Tax

EnterpriseIncome Tax

Under the Enterprise Income Tax Law of the PRC, or the EIT Law, which became effective on January 1, 2008 and was subsequently amended on February 24, 2017 and December 29, 2018, and its implementing rules, enterprises are classified as resident enterprises and non-resident enterprises. PRC resident enterprises typically pay an enterprise income tax at the rate of 25% while non-PRC resident enterprises without any branches in the PRC should pay an enterprise income tax in connection with their income from the PRC at the tax rate of 10%. An enterprise established outside of the PRC with its “de facto management bodies” located within the PRC is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a PRC domestic enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define a de facto management body as a managing body that in practice exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise. Enterprises qualified as “High and New Technology Enterprises” are entitled to a 15% enterprise income tax rate rather than the 25% uniform statutory tax rate. The preferential tax treatment continues as long as an enterprise can retain its “High and New Technology Enterprise” status.

The EIT Law and the implementation rules provide that an income tax rate of 10% should normally be applicable to dividends payable to investors that are “non-resident enterprises,” and gains derived by such investors, which (a) do not have an establishment or place of business in the PRC or (b) have an establishment or place of business in the PRC, but the relevant income is not effectively connected with the establishment or place of business to the extent such dividends and gains are derived from sources within the PRC. Such income tax on the dividends may be reduced pursuant to a tax treaty between China and other jurisdictions. Pursuant to the Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation on Income, or the Double Tax Avoidance Arrangement, and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5% upon receiving approval from in-charge tax authority. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement on Relevant Issues Concerning the “Beneficial Owners” in Tax Treaties issued on February 3, 2018 by the SAT and effective from April 1, 2018, which replaces the Notice on the Interpretation and Recognition of Beneficial Owners in Tax Treaties and the Announcement on the Recognition of Beneficial Owners in Tax Treaties by the SAT, comprehensive analysis based on the stipulated factor therein and actual circumstances shall be adopted when recognizing the “beneficial owner” and agents and designated wire beneficiaries are specifically excluded from being recognized as “beneficial owners.”

Value-addedTax

Pursuant to applicable PRC regulations promulgated by the Ministry of Finance and the SAT, any entity or individual conducting business in the service industry is required to pay a valued-added tax, or VAT, with respect to revenues derived from the provision of services. A taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided.

M&ARules and Overseas Listings

On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. Foreign investors shall comply with the M&A Rules when they purchase equity interests of a domestic company or subscribe the increased capital of a domestic company, and thus changing the nature of the domestic company into a foreign-invested enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and operate the assets; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting such assets and operate the assets. The M&A Rules purport, among other things, to require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

| 90 |

| --- |

On December 26, 2017, the NDRC adopted the Administrative Measures for Enterprises’ Overseas Investment, or the Overseas Investment Rules, which will become effective on March 1, 2018. The New M&A Rules provides that, for local enterprises (enterprises that are not managed by the state government), if the amount of investment made by the Chinese investors is less than US$300 million, and the target project is non-sensitive, then the overseas investment project will require online filing with the local branch of the NDRC where the enterprise itself is registered. And “overseas investment” shall mean activities where an PRC enterprise, directly or through an overseas enterprise controlled by it, acquires overseas any ownership, right of control, right of business management, or other relevant rights and interests, by contributing assets or rights and interests, providing financing and/or guarantee, or any other means.

On July 6, 2021, the relevant PRC governmental authorities promulgated the Opinions on Strictly Cracking Down Illegal Securities Activities, which provided that the administration and supervision of overseas-listed China-based companies will be strengthened, and the special provisions of the State Council on overseas issuance and listing of shares by such companies will be revised, clarifying the responsibilities of domestic industry competent authorities and regulatory authorities. However, the Opinions on Strictly Cracking Down Illegal Securities Activities were still leaving uncertainties regarding the interpretation and implementation of these opinions. It is possible that any new rules or regulations may impose additional requirements on us. Furthermore, the Review Measures required that, in addition to network products and services acquired by critical information infrastructure operators, online platform operators are also subject to cybersecurity review if they carry out data processing activities that affect or may affect national security, and online platform operators listing in a foreign country with more than one million users’ personal information data must apply for a cybersecurity review with the Cybersecurity Review Office. It is uncertain whether we would be deemed as a CIIO or an online platform operator which is under the censorship of the Review Measure in the future. In the event that we become under investigation or review by the CAC, we may have to substantially change our current business and our operations may be materially and adversely affected. If it is determined in the future that CSRC approval or other procedural requirements are required to be met for and prior to an offering, it is uncertain whether we can or how long it will take us to obtain such approval or complete such procedures and any such approval could be rescinded. Any failure to obtain or delay in obtaining such approval or completing such procedures for an offering, or a rescission of any such approval, could subject us to sanctions by the relevant PRC governmental authorities. The PRC governmental authorities may impose restrictions and penalties on our operations in China, such as the suspension of our apps and services, revocation of our licenses, or shutting down part or all of our operations, limit our ability to pay dividends outside of China, delay or restrict the repatriation of the proceeds from an offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs. The PRC governmental authorities may also take actions requiring us, or making it advisable for us, to halt an offering before settlement and delivery of the ADSs being offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the PRC governmental authorities later promulgate new rules or explanations requiring that we obtain their approvals for filings, registrations or other kinds of authorizations for an offering, we cannot assure you that we can obtain the approval, authorizations, or complete required procedures or other requirements in a timely manner, or at all, or obtain a waiver of the requisite requirements if and when procedures are established to obtain such a waiver.

On December 27, 2021, the National Development and Reform Commission and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which will become effective on January 1, 2022. Pursuant to such Special Administrative Measures, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company shall not be involved in the company’s operation and management, and their shareholding percentage shall be subject, mutatis mutandis, to the relevant regulations on the domestic securities investments by foreign investors.

| 91 |

| --- |

On February 17, 2023, the CSRC, as approved by the State Council, released the Overseas Listing Trial Measures. According to the Overseas Listing Trial Measures, domestic companies in the Chinese mainland that directly or indirectly offer or list their securities in an overseas market, are required to file with the CSRC. Specifically, the securities under the Trial Measures refer to stocks, depositary receipts, convertible corporate bonds, exchangeable bonds and other equity-linked securities to be issued and offered in overseas markets by domestic companies directly or indirectly, while a direct offering and listing refers to the overseas offering and listing of a joint-stock company incorporated in the Chinese mainland, and an indirect offering and listing refers to the overseas offering and listing of a domestic company which conducts its business operations primarily in the Chinese mainland, in the name of an offshore company and based on the underlying equities, assets, earnings or similar interests of the domestic company. In particular, the determination of an indirect offering and listing will be conducted on a “substance over form” basis, and an offering and listing should be considered as an indirect overseas offering and listing by a domestic company if the issuer meets both of the following conditions: (i) 50% or more of the issuer’s revenue, profit, total assets or net assets as documented in the issuer’s audited consolidated financial statements in the most recent financial year is accounted by domestic companies; and (ii) the majority of its business operations are conducted in the Chinese mainland or its principal place of business is located in the Chinese mainland, or the majority of senior management in charge of business operations are Chinese citizens or have domicile in the Chinese mainland. According to the Overseas Listing Trial Measures, an overseas offering and listing is prohibited under any of the following circumstances: (i) if the intended securities offering and listing is specifically prohibited by the laws, administrative regulations and relevant national provisions; (ii) if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (iii) the domestic companies or their controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy in the past three years; (iv) the domestic companies are currently under investigations in connection with suspicion of having committed criminal offenses or material violations of applicable laws and regulations, and there is still no explicit conclusion; or (v) there are material ownership disputes over the shareholdings held by the controlling shareholder or the shareholder under the control of the controlling shareholder or the actual controllers. According to the Overseas Listing Trial Measures, the issuer or its affiliated domestic company, as the case may be, is required to file with the CSRC (i) with respect to its initial public offering and listing and its subsequent securities offering in an overseas market different from the market where it has listed, within three business days after its submission of listing application documents to the relevant regulator in the place of intended listing, (ii) with respect to its follow-on offering in the same overseas market where it has listed (including issuance of any corporate convertible bonds, exchangeable bonds and other equity-linked securities, but excluding the offering for employees incentive, dividend distribution by shares and share split), within three business days after completion of such follow-on offering, (iii) with respect to listing by means of single or multiple acquisitions, share swap, transfers of shares and similar transactions, within three business days after its initial filing of the listing application or the first public announcement of the transaction, as case may be. Failure to comply with the filing requirements may result in an order of rectification, a warning and fines ranging from RMB1 million to RMB10 million to the non-compliant domestic companies, and the directly responsible persons of the companies will be warned and fined between RMB500,000 and RMB5 million. Furthermore, if the controlling shareholder and the actual controller of the non-compliant companies organizes or instigates the breach, they will be fined between RMB1 million and RMB10 million. In addition to above filing requirements, the Filings Rules also requires an issuer to report to the CSRC within three business days after occurrence of any the following events: (i) its change of control; (ii) its being subject to investigation or sanctions by any overseas securities regulators or overseas authorities; (iii) its change of listing status or listing segment; (iv) voluntary or mandatory delisting; and (v) material change of its principal business operations to the extent that it ceases to be subject to the filing requirements of the Overseas Listing Trial Measures.

EmploymentLaws

Pursuant to the PRC Labor Law, the PRC Labor Contract Law and the Implementing Regulations of the Employment Contracts Law, labor relationships between employers and employees must be executed in written form. Wages may not be lower than the local minimum wage. Employers must establish a system for labor safety and sanitation, strictly abide by state standards and provide relevant education to its employees. Employees are also required to work in safe and sanitary conditions.

| 92 |

| --- |

Under PRC laws, rules and regulations, including the Social Insurance Law, the Interim Regulations on the Collection and Payment of Social Security Funds and the Regulations on the Administration of Housing Accumulation Funds, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity leave insurance and housing accumulation funds. These payments are made to local administrative authorities and any employer who fails to contribute may be fined and ordered to pay the deficit amount.

Regulationson Leasing

Pursuant to the Law on Administration of Urban Real Estate which took effect in January 1995 with the latest amendment in August 2019, lessors and lessees are required to enter into a written lease contract, containing such provisions as the term of the lease, the use of the premises, liability for rent and repair, and other rights and obligations of both parties. Both lessor and lessee are also required to register the lease with the real estate administration authorities. Pursuant to implementing rules stipulated by certain provinces or cities, such as Tianjin, if the lessor and lessee fail to go through the registration procedures, both lessor and lessee may be subject to fines.

According to the PRC Civil Code which took effect on January 1, 2021, the lessee may sublease the leased premises to a third party, subject to the consent of the lessor. Where the lessee subleases the premises, the lease contract between the lessee and the lessor remains valid. The lessor is entitled to terminate the lease contract if the lessee subleases the premises without the consent of the lessor. In addition, if the ownership of the leased premises changes during the lessee’s possession in accordance with the terms of the lease contract, the validity of the lease contract shall not be affected.

Pursuant to the PRC Civil Code, if the mortgaged property has been leased and transferred for occupation prior to the establishment of the mortgage right, the original tenancy shall not be affected by such mortgage right. According to the Interpretation of the Supreme People’s Court on Several Issues concerning the Application of Law in the Trial of Cases about Disputes Over Lease Contracts on Urban Buildings (2020 version), which took effect on January 1, 2021, if the ownership of the leased premises changes during lessee’s possession in accordance with the terms of the lease contract, and the lease requests the assignee to continue to perform the original lease contract, the PRC court shall support it, except that the mortgage right has been established before the lease of the leased premises and the ownership changes due to the mortgagee’s realization of the mortgage right.

In addition, the Supreme People’s Court issued the Interpretation on Several Issues with respect to the Specific Application of Law in the Trial of Disputes over Partitioned Ownership of Buildings, pursuant to which, if the landlord uses his property, which is designated for residential use, for business purposes without prior consents of other owners whose interests are involved, the other owners may request for removing impairment, eliminating danger, reinstatement or compensation for losses.

Regulationson Unfair Competition

On April 23, 2019, the Standing Committee of the National People’s Congress promulgated the amended Anti-Unfair Competition Law of the People’s Republic of China, or the Anti-Unfair Competition Law, which became effective on April 23, 2019.

Pursuant to the Anti-Unfair Competition Law, a business operator shall not conduct any false or misleading commercial publicity in respect of the performance, functions, quality, sales, user reviews, and honors received of its commodities, in order to defraud or mislead consumers. A business operator publishing any false advertisements in violation of this provision shall be punished in accordance with the Advertising Law of the People’s Republic of China.

The Anti-Unfair Competition Law also stipulated that a business operator engaging in production or distribution activities online shall abide by the provisions of the Anti-Unfair Competition Law. No business operator may, by technical means to affect users’ options, among others, commit the acts of interfering with or sabotaging the normal operation of online products or services legally provided by another business operator.

| 93 |

| --- |

In addition, according to the Anti-Unfair Competition Law, a business operator is prohibited from any of the following unfair activities: (i) committing act of confusion to mislead a person into believing that a commodity is one of another person or has a particular connection with another person; (ii) seeking transaction opportunities or competitive edges by bribing relevant entities or individuals with property or by any other means; (iii) infringing trade secrets; (iv) premium campaign violating the provision of the Anti-Unfair Competition Law; and (v) fabricating or disseminating false or misleading information to damage the goodwill or product reputation of a competitor.

RegulationsRelating to Anti-Monopoly

The currently effective Anti-Monopoly Law of PRC, or the Anti-Monopoly Law, was promulgated by Standing Committee of the National People’s Congress in 2007 and most recently amended on June 24, 2022. Pursuant to the Anti-Monopoly Law, the relevant operators of a concentration of undertakings which reaches the standard for declaration shall make an advance declaration to the anti-monopoly law enforcement authority under the State Council. The fines for illegal concentration of business operators shall be “no more than ten percent of its preceding year’s sales revenue if the concentration of business operator has or may have an effect of excluding or limiting competition; or a fine of up to RMB5 million if the concentration of business operator does not have an effect of excluding or limiting competition.” Pursuant to the Anti-Monopoly Law, the relevant authority to investigate transaction where there is evidence that the concentration has or may have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold.

On February 7, 2021, the Anti-Monopoly Committee of the State Council promulgated the Anti-Monopoly Guidelines for the Internet Platform Economy Sector which stipulates that any concentration of undertakings involving variable interest entities (VIE) shall fall within the scope of anti- monopoly review. Furthermore, the Anti-Monopoly Guidelines for Internet Platforms prohibits certain monopolistic acts of internet platforms so as to protect market competition and safeguard interests of users and undertakings participating in internet platform economy, including without limitation, prohibiting platforms with dominant position from abusing their market dominance (such as discriminating customers in terms of pricing and other transactional conditions using big data and analytics, coercing counterparties into exclusivity arrangements, using technology means to block competitors’ interface, favorable positioning in search results of goods displays, using bundle services to sell services or products, compulsory collection of unnecessary user data). On August 17, 2021, the SAMR issued the Provisions on Prohibition of Unfair Competition on the Internet (Draft for Comments), which prohibits business operators from using data, algorithms and other technical means to commit traffic hijacking, interference, malicious incompatibility and other improprieties to influence user choices or hinder or damage the normal operation of network products or services offered by other business operators.

| 94 |

---
---	---

The following diagram illustrates our corporate structure, including our principal subsidiaries as of the date of this transition report on Form 20-F:

HistoricalContractual Agreements with the Former VIEs and Their Respective Shareholders and the Related Termination Agreements

Historically, in order to comply with PRC regulatory requirements restricting foreign ownership of Internet information services, value-added telecommunications and certain other businesses in China, we primarily conducted those businesses through one of the former VIEs, Youxin Hulian. In January 2015, Ministry of Industry & Information Technology announced 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, or SHFTZ Notice. Pursuant to SHFTZ Notice, there are no restrictions on foreign investors maximum shareholding percentage in an enterprise established in Shanghai Pilot Free Trade Zone that conducts value-added telecommunications services in the scope of online data processing and transaction processing (Operating E-commerce). Therefore, our eligible PRC subsidiaries Yougu and Youhan, have applied for and obtained approval from Shanghai Communications Administration to conduct e-commerce, and since then they have been operating our main online businesses instead of the former VIEs, Youxin Hulian and Yishouche.

Our historical contractual arrangements with the former VIEs and their respective shareholders include exclusive option agreements, equity pledge agreements and exclusive business cooperation agreements. As a result of the contractual arrangements, we were able to derive economic benefits from the former VIEs and were considered the primary beneficiary of the former VIEs for accounting purposes. Accordingly, we were historically regarded as the primary beneficiary of the former VIEs, and we treated them and their subsidiaries as the consolidated affiliated entities under U.S. GAAP. We had consolidated the financial results of the former VIEs and their respective subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

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 as a result have become wholly owned subsidiaries of the 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 direct the activities of and derive economic benefits from the former VIEs, were effectively terminated.

| 95 |

| --- |

The following is a summary of the historical contractual arrangements, which are effectively terminated in March 2022, (i) by and among Youxinpai (one of our WFOEs), Youxin Hulian (one of the former VIEs) and Youxin Hulian’s shareholders and (ii) by and among Yougu (one of our WFOEs), Yishouche (one of the former VIEs) and Yishouche’s shareholders.

Historicalcontractual Arrangements relating to Youxin Hulian

The following is a summary of the historical contractual arrangements by and among Youxinpai, Youxin Hulian and the shareholders of Youxin Hulian.

Agreementsthat Provided Us with Effective Control over Youxin Hulian

Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements, each shareholder of Youxin Hulian pledged all of his or her equity interests in Youxin Hulian to guarantee the shareholder’s and Youxin Hulian’s performance of their obligations under the amended and restated exclusive business cooperation agreement, loan agreement entered into between Mr. Kun Dai and Youxinpai, exclusive option agreement and power of attorney. If Youxin Hulian or its shareholders breach their contractual obligations under these agreements, Youxinpai, as pledgee, will be entitled to certain rights regarding the pledged equity interests, including receiving proceeds from the auction or sale of all or part of the pledged equity interests of Youxin Hulian in accordance with the law. Each shareholder of Youxin Hulian agreed that, during the term of the equity interest pledge agreements, he or she would not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of Youxinpai. We have registered the equity pledge with the local branches of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law.

Powersof Attorney. Pursuant to the powers of attorney, each shareholder of Youxin Hulian irrevocably appointed Youxinpai to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including, but not limited to, voting on all matters of Youxin Hulian requiring shareholder approval, disposing of all or part of the shareholder’s equity interests in Youxin Hulian, and appointing directors and executive officers. Youxinpai was entitled to designate any person to act as such shareholder’s exclusive attorney-in-fact without notifying or the approval of such shareholder, and if required by PRC law, Youxinpai shall designate a PRC citizen to exercise such right. Each shareholder of Youxin Hulian, waived all the rights which have been authorized to Youxinpai and will not exercise such rights.

Agreementthat Allowed us to Receive Economic Benefits from Youxin Hulian

ExclusiveBusiness Cooperation Agreement. Under the amended and restated exclusive business cooperation agreement between Youxinpai and Youxin Hulian, Youxinpai had the exclusive right to provide Youxin Hulian with technical support, consulting services and other services. Without Youxinpai’s prior written consent, Youxin Hulian agreed not to accept the same or any similar services provided by any third party. Youxinpai may designate other parties to provide services to Youxin Hulian. Youxin Hulian agreed to pay service fees on a quarterly basis and at an amount determined by Youxinpai after taking into account multiple factors, such as the complexity and difficulty of the services provided, the time consumed, the content and commercial value of services provided, the market price of comparable services and the operation conditions. Youxinpai owned the intellectual property rights arising out of the performance of this agreement. In addition, Youxin Hulian granted Youxinpai an irrevocable and exclusive option to purchase any or all of the assets and businesses of Youxin Hulian at the lowest price permitted under PRC law.

| 96 |

| --- |

Agreementsthat Provided Us with the Option to Purchase the Equity Interest in Youxin Hulian

ExclusiveOption Agreement. Pursuant to the exclusive option agreements, each shareholder of Youxin Hulian irrevocably granted Youxinpai an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted under PRC law, all or part of the shareholder’s equity interests in Youxin Hulian. The purchase price shall be RMB10 (US$1.4) or the minimum price required by PRC law. If Youxinpai exercises the option to purchase part of the equity interest held by a shareholder, the purchase price shall be calculated proportionally. Without Youxinpai’s prior written consent, Youxin Hulian shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans to any third parties, enter into any material contract with a value of more than RMB500,000 (US$71,821) (except those contracts entered into in the ordinary course of business), merge with or acquire any other persons or make any investments, or distribute dividends to the shareholders. Each shareholder of Youxin Hulian agreed that, without Youxinpai’s prior written consent, he or she would not dispose of his or her equity interests in Youxin Hulian or create or allow any encumbrance on their equity interests. Moreover, without Youxinpai’s prior written consent, no dividend will be distributed to Youxin Hulian’s shareholders, and if any of the shareholders receives any profit, interest, dividend or proceeds of share transfer or liquidation, the shareholder must give such profit, interest, dividend and proceeds to Youxinpai or its designated person(s).

LoanAgreement. Pursuant to the loan agreement between Youxinpai and Mr. Kun Dai shareholder of Youxin Hulian, dated November 23, 2016, Youxinpai made loans in an aggregate amount of RMB96.0 million (US$13.8 million) to Mr. Kun Dai solely for the capitalization of Youxin Hulian. Pursuant to the loan agreement, Youxinpai may at its sole discretion request the borrower to repay the loan by the sale of all his equity interest in Youxin Hulian to Youxinpai or its designated person(s) pursuant to the exclusive option agreement. Mr. Kun Dai must pay all of the proceeds from sale of such equity interests to Youxinpai. In the event the borrower sells his equity interests to Youxinpai or its designated person(s) with a price equivalent to or less than the amount of the principal, the loans will be interest free. If the price is higher than the amount of the principal, the excess amount will be paid to Youxinpai as the loan interest. The loan must be repaid immediately under certain circumstances, including, among others, if a foreign investor is permitted to hold majority or 100% equity interest in Youxin Hulian and Youxinpai elects to exercise its exclusive equity purchase option.

HistoricalContractual Arrangements relating to Yishouche

The following is a summary of the historical contractual arrangements by and among Yougu, Yishouche and the shareholders of Yishouche.

Agreementsthat Provided Us with Effective Control over Yishouche

EquityInterest Pledge Agreements. Pursuant to the equity interest pledge agreements, each shareholder of Yishouche pledged all of his or her equity interests in Yishouche to guarantee the shareholder’s and Yishouche’s performance of their obligations under the exclusive business cooperation agreement, exclusive option agreement and power of attorney. If Yishouche or any of its shareholders breaches their contractual obligations under these agreements, Yougu, as pledgee, will be entitled to certain rights regarding the pledged equity interests, including receiving proceeds from the auction or sale of all or part of the pledged equity interests of Yishouche in accordance with the law. Each of the shareholders of Yishouche agreed that, during the term of the equity interest pledge agreements, he or she would not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of Yougu. We have registered the equity pledge with the local branches of the Administration for Industry and Commerce in accordance with the PRC Property Rights Law.

Powersof Attorney. Pursuant to the powers of attorney, each shareholder of Yishouche irrevocably appointed Yougu to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including, but not limited to, voting on all matters of Yishouche requiring shareholder approval, disposing of all or part of the shareholder’s equity interests in Yishouche, and appointing directors and executive officers. Yougu was entitled to designate any person to act as such shareholder’s exclusive attorney-in-fact without notifying or the approval of such shareholder, and if required by PRC law, Yougu shall designate a PRC citizen to exercise such right. Each shareholder waived all the rights which have been authorized to Yougu and will not exercise such rights.

| 97 |

| --- |

Agreementthat Allowed us to Receive Economic Benefits from Yishouche

ExclusiveBusiness Cooperation Agreement. Under the exclusive business cooperation agreement between Yougu and Yishouche, Yougu had the exclusive right to provide Yishouche with technical support, consulting services and other services. Without Yougu’s prior written consent, Yishouche agreed not to accept the same or any similar services provided by any third party. Yougu may designate other parties to provide services to Yishouche. Yishouche agreed to pay service fees on a monthly basis and at an amount determined by Yougu and Yishouche after taking into account multiple factors, such as the complexity and difficulty of the services provided, the time consumed, the content and commercial value of services provided and the market price of comparable services and the operation conditions. Yougu owned the intellectual property rights arising out of the performance of this agreement. In addition, Yishouche granted Yougu an irrevocable and exclusive option to purchase any or all of the assets and businesses of Yishouche at the lowest price permitted under PRC law.

Agreementsthat Provided Us with the Option to Purchase the Equity Interest in Yishouche

ExclusiveOption Agreements. Pursuant to the exclusive option agreements, each shareholder of Yishouche irrevocably granted Yougu an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted under PRC law, all or part of the shareholder’s equity interests in Yishouche. The purchase price shall be RMB10 (US$1.4) or the minimum price required by PRC law. Without Yougu’s prior written consent, Yishouche shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of, or create or allow any encumbrance on its assets or beneficial interest with a value of more than RMB500,000 (US$71,821), provide any loans to any third parties, enter into any material contract with a value of more than RMB500,000 (US$71,821) (except those contracts entered into in the ordinary course of business), merge with or acquire any other persons or make any investments, or distribute dividends to the shareholders. The shareholders of Yishouche agreed that, without Yougu’s prior written consent, they would not dispose of their equity interests in Yishouche or create or allow any encumbrance on their equity interests. Moreover, without Yougu’s prior written consent, no dividend will be distributed to Yishouche’s shareholders, and if any of the shareholders receives any profit, interest, dividend or proceeds of share transfer or liquidation, the shareholder must give such profit, interest, dividend and proceeds to Yougu or its designated person(s).

In the opinion of Beijing DOCVIT Law Firm, our counsel regarding certain PRC legal matters:

●	the<br> historical ownership structures of the former VIEs in China and our WFOEs that had entered into contractual arrangements with the<br> former VIEs will not result in any violation of PRC laws or regulations currently in effect; and
●	the<br> historical contractual arrangements among Youxinpai, Youxin Hulian and the shareholders of Youxin Hulian and the historical contractual<br> arrangements among Yougu, Yishouche and the shareholders of Yishouche governed by PRC law were valid, binding and enforceable, and<br> do not result in any violation of PRC laws or regulations currently in effect.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules. The PRC regulatory authorities may in the future take a view that is contrary to the above opinion of our PRC counsel. If the PRC government finds that the agreements that establish the structure for operating our online businesses did not comply with PRC government restrictions 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), we could be subject to penalties, including being prohibited from continuing operations. See “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, or that our holding company structure do not, comply with PRC laws and regulations, or if these regulations change or are interpreted differently in the future, our shares and/or ADSs may decline in value or become worthless,” “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Failure to obtain certain filings, approvals, licenses, permits and certificates required for our business operations may materially and adversely affect our business, financial condition and results of operations”, and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.”

| 98 |

---
---	---

Our Beijing office, Xi’an Superstore, Hefei Superstore and Wuhan Superstore covered an aggregate of more than 660,000 square meters. These facilities currently accommodate our management headquarters, used car superstores, as well as most of our sales and marketing, R&D, general and administrative activities.

In December 2022, we completed the relocation and upgrade of our Xi’an Superstore as well as its used car super stores. The upgraded Xi’an Superstore is comprised of (i) a reconditioning factory with an annual capacity of 40,000 units and (ii) a warehouse-style superstore with a showroom capacity of 3,000 vehicles.

In July 2023, we moved our principle executive offices to 21/F, Donghuang Building, No. 16 Guangshun South Avenue Chaoyang District, Beijing 100102, People’s Republic of China.

In February 2025, we commenced trial operations of our Wuhan Superstore, which covers an aggregate of approximately 143,000 square meters. Our Wuhan Superstore includes a reconditioning factory capable of inspecting and reconditioning up to 60,000 vehicles annually at full capacity. The showroom of our Wuhan Superstore can accommodate up to 5,000 vehicles for display and sale.

Item 4A.	Unresolved Staff Comments

N/A.

Item 5.	Operatingand Financial Review and Prospects

The following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in this transition report on Form 20-F. This report contains forward-looking statements. See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this transition report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

A.	Operating Results

Overview

We are a leading used car retailer, pioneering industry transformation with advanced production, new retail experiences, and digital empowerment in China. We operate vehicle sales business, where we provide consumers with a reliable, one-stop and hassle-free used-car-buying experience, including access to our best selection of high-quality and value-for-money used cars and various car-related value-added products and services.

From September 2020, our vehicle sales business generates revenues from vehicle sales under the new inventory-owning model, which covers retail vehicle sales business and wholesale vehicle sales business. We select vehicle inventory from consumers who intend to sell their existing cars, auction platforms, 4S stores and offline dealers. Our first used car superstore in Xi’an, second used car superstore in Hefei and third used car superstore in Wuhan have been in operation since March 2021, November 2021 and February 2025, respectively, where we can recondition all retail inventory to a “like new” condition. Meanwhile, our Xi’an Superstore, Hefei Superstore and Wuhan Superstore may also serve regional customers who pay in-store visit to our superstores. For retail vehicle sales business, the vehicles that meet our retail standards will be delivered to our Xi’an Superstore, Hefei Superstore or Wuhan Superstore for further preparation, and then sell to consumers under our omni-channel sales approach, either from our online platform or from offline superstores. Wholesale vehicle sales refer to vehicles purchased by us from individuals that do not meet our retail standards and are subsequently sold through online and offline channels.

Prior to the inventory-owing model, our 2C business generated revenues from (i) commission fee in relation to assisting consumers buying our inspected and certified used cars directly online and providing relevant fulfillment services, such as logistics and delivery, title transfers and vehicle registration, which equals to a certain percentage of final car sales price and (ii) value-added service fee in relation to the additional services provided to consumers, for example, we help consumers select and apply for customized auto financing options that are provided by our financing partners, assist them purchasing suitable insurance policies that are provided by insurance companies, and provide well-rounded warranty programs.

By April 2020, we had closed our divestiture of entire 2C intra-regional business and loan facilitation business to Golden Pacer. Prior to the divestiture, our 2C business generated revenues from the transaction facilitation and loan facilitation services we provided to car buyers. See “Item 4. Information on the Company—A. History and Development of the Company—Divestitures of Our Loan Facilitation, Salvage Car and 2B Businesses.”

| 99 |

| --- |

Historically, we also operated 2B business — Uxin Auction, where we primarily facilitated used car transactions between business customers via online auction. By April 2020, we had closed our divestiture of the entire 2B business to 58.com and both parties released the other party from claims arising out of this transaction in July 2022. See “Item 4. Information on the Company—A. History and Development of the Company—Divestitures of Our Loan Facilitation, Salvage Car and 2B Businesses.” Prior to the divestiture of our 2B business, we generated revenues from transaction facilitation service fee charged in relation to connecting business buyers with used car sellers and facilitating car sales through our auction service, as well as the title transfer service we provide.

MajorFactors Affecting Our Results of Operations

GeneralFactors Affecting Our Results of Operations

Our business and operating results are affected by general factors affecting China’s online used car transaction industry, which include:

●	China’s<br> overall economic growth and level of per capita disposable income;
●	changes<br> in the supply and demand for used cars, and changes in geographic distribution of cars; and
●	regulations<br> and policies affecting the used car industry and consumer auto finance industry.

Unfavorable changes in any of these general industry conditions could negatively affect demand for our services and materially and adversely affect our results of operations.

SpecificFactors Affecting Our Results of Operations

While our business is influenced by general factors affecting China’s online used car transaction industry, we believe our results of operations are more directly affected by company specific factors, including the following:

Abilityto increase transaction volume

Our ability to continue to increase our transaction volume affects the growth of our business and our revenues. During the nine months ended December 31, 2024, our vehicle sales volume was 22,090, among which retail vehicle sales volume was 18,649 and wholesale vehicle sales volume was 3,441. We anticipate that our future revenue growth will continue to depend largely on the increase of transaction volume on our platform, especially the increase of retail vehicle transaction volume. Our ability to increase transaction volume depends on, among other things, our ability to continuously maintain a broad inventory and improve the service and user experience that we offer, our ability to maintain capital sufficiency, increase brand awareness, expand our service network and enhance our online used car transaction fulfillment and technology capabilities.

Abilityto acquire high-quality value-for-money used cars for our customers

Different from offline dealers’ traditional way of acquiring inventory based only on individual experience, we will procure our used cars by analyzing the extensive user behavioral, used car and transactional data gathered on our platform over the years. Therefore, we can identify used cars that meet our criteria and procure those used cars our customers prefer, value-for-money and in line with the market trends and dynamics. Our data-driven and quality-focused inventory strategy enhances customer satisfaction, and also enables us to achieve a fast inventory turnover.

Abilityto enhance operational efficiency

Our results of operations are directly affected by our scale and operational efficiency. We have been relentlessly pursuing ways to optimizing our operating costs and expenses. To that end, our organizational structure has been upgraded according to the adjustment of our business model and all aspects of our business operations are undergoing refined management. “Spend where it matters most” has become our management philosophy. We have been improving our operational efficiency and targeting profitability in the mid to long term.

| 100 |

| --- |

SelectedStatements of Operations Items

Revenues

We derive our revenues from our retail vehicle sales, wholesale vehicle sales and other businesses. The following table presents our revenues by category, in terms of absolute amounts and as percentages of our total revenues for the periods presented.

	For the Fiscal Years Ended March 31,								For the nine months ended December<br> 31,
	2023				2024				2023				2024
	RMB		%		RMB		%		RMB		%		RMB		US	%
									(unaudited)
	(in thousands, except for percentages)
Retail vehicle sales		1,312,857		63.8		1,024,401		74.5		754,980		71.5		1,322,493			88.4
Wholesale vehicle sales		707,385		34.3		315,909		23.0		276,187		26.2		127,229			8.5
Others		38,999		1.9		34,419		2.5		24,411		2.3		45,484			3.1
Total revenues		2,059,241		100.0		1,374,729		100.0		1,055,578		100.0		1,495,206			100.0

All values are in US Dollars.

Retailvehicle sales

From September 2020, we have started to build-up our own used car inventory. We have also started to select “value-for-money” used cars in the market, procure these cars and arrange for reconditioning to upgrade them to a like-new condition before selling them to customers.

Wholesalevehicle sales

Wholesale vehicle sales refer to vehicles purchased by us from individuals that do not meet our retail standards and are subsequently sold to customers through online and offline channels.

Vehicle sales revenue is recognized on a gross basis.

Others

Our other revenues mainly consist of rebates collected from our financing and insurance partners.

Costof Revenues

The cost of revenues primarily consists of the cost to acquire used vehicles as well as direct and indirect vehicle reconditioning costs associated with preparing the vehicles for resale. Cost of revenues also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. We expect that our cost of revenues will increase in absolute dollar amounts in the foreseeable future resulting from continuous business expansion.

OperatingExpenses

Our operating expenses primarily consist of (i) sales and marketing expenses, (ii) general and administrative expenses, (iii) research and development expenses, and (iv) provision for credit losses. We improved our overall operational efficiency through strict cost management and aimed at growing the business at the most cost-efficient level. Our cost management efforts will continue and we expect to continue to optimize our operating expense structure.

| 101 |

| --- |

Salesand marketing expenses

Sales and marketing expenses primarily consist of salaries and benefits for our sales and marketing personnel, traffic acquisition costs, brand advertising costs, outbound logistic expenses and depreciation expenses of our superstore right-of-use assets. We expect that our sales and marketing expenses will increase in absolute dollar amounts in the foreseeable future resulting from continuous business expansion and increases in transaction volumes.

Generaland administrative expenses

General and administrative expenses primarily consist of salaries and benefits as well as share-based compensation for our management and administration employees performing general corporate functions, office rental expenses, and professional service fees. We expect that our general and administrative expenses will remain relatively stable in the foreseeable future primarily due to our continuous efforts in controlling such costs.

Researchand development expenses

Research and development expenses primarily consist of salaries and benefits for our research and development personnel and IT infrastructure services-related expenses. We expect our research and development expenses will remain relatively stable in the foreseeable future as our proprietary technology, including websites, mobile apps and various information technology systems to support our business, matures.

(Provision for)/Reversalof credit losses

Our provision for credit loss for the nine months ended December 31, 2023 mainly related to impairment due to the credit loss incurred from outstanding receivables, taking into account the risk characteristics, supportable forecasts of future economic conditions and any recoveries. Our reversal of credit loss for the nine months ended December 31, 2024 was mainly due to the loans recognized as a result of payment under the guarantee associated with our historically-facilitated loans.

Fairvalue impact of the issuance of senior convertible preferred shares

The fair value impact of the issuance of senior convertible preferred shares is primarily related to the issuance of senior convertible preferred shares, specifically the second tranche of the transaction and the warrants offered to Joy Capital and NIO Capital in connection with the first tranche. The warrants and the second tranche of the transaction were recorded as liabilities at fair value, respectively, with subsequent fair value changes to be charged to the profit and loss.

Taxation

BritishVirgin Islands

Some of our subsidiaries are companies incorporated in the British Virgin Islands. Under the current law of the British Virgin Islands, we are not subject to income, corporation or capital gains tax in the British Virgin Islands. In addition, payment of dividends by the British Virgin Islands subsidiaries to their respective shareholders who are not resident in the British Virgin Islands, if any, is not subject to withholding tax in the British Virgin Islands.

HongKong

Our subsidiaries in Hong Kong are subject to the uniform tax rate of 16.5%. Under Hong Kong tax law, our subsidiaries in Hong Kong are exempted from income tax on their foreign-derived income and there is no withholding tax in Hong Kong on remittance of dividends. No provision for Hong Kong profits tax was made as we had no estimated assessable profit that was subject to Hong Kong profits tax in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024.

| 102 |

| --- |

Resultsof Operations

The following table summarizes our consolidated results of operations, both in absolute amounts and as percentages of our total revenues, for the periods presented.

	For the Fiscal Year Ended March 31,												For the Nine Months Ended December<br> 31,
	2023						2024						2023						2024
	RMB			%			RMB			%			RMB			%			RMB			US		%
													(unaudited)
	(in thousands, except for percentages)
Revenues
Retail vehicle sales		1,312,857			63.8			1,024,401			74.5			754,980			71.5			1,322,493					88.4
Wholesale vehicle sales		707,385			34.3			315,909			23.0			276,187			26.2			127,229					8.5
Others		38,999			1.9			34,419			2.5			24,411			2.3			45,484					3.1
Total revenues		2,059,241			100.0			1,374,729			100.0			1,055,578			100.0			1,495,206					100.0
Cost of revenues ^(1)^		(2,033,797	)		(98.8	)		(1,294,161	)		(94.1	)		(996,052	)		(94.4	)		(1,392,815	)		)		(93.2	)
Gross profit		25,444			1.2			80,568			5.9			59,526			5.6			102,391					6.8
Operating expenses:
Sales and marketing ^(1)^		(236,307	)		(11.5	)		(202,493	)		(14.7	)		(151,678	)		(14.4	)		(177,192	)		)		(11.9	)
Research and development ^(1)^		(37,704	)		(1.8	)		(33,820	)		(2.5	)		(27,793	)		(2.6	)		(8,136	)		)		(0.5	)
General and administrative<br> ^(1)^		(164,505	)		(8.0	)		(177,386	)		(12.9	)		(102,050	)		(9.7	)		(123,536	)		)		(8.3	)
(Provision for)/reversal of credit losses, net		(13,844	)		(0.7	)		2,631			0.2			2,272			0.2			285					0.0
Total operating expenses		(452,360	)		(22.0	)		(411,068	)		(29.9	)		(279,249	)		(26.5	)		(308,579	)		)		(20.6	)
Other operating income, net		69,990			3.4			18,001			1.3			17,066			1.6			31,677					2.1
Loss from operations		(356,926	)		(17.3	)		(312,499	)		(22.7	)		(202,657	)		(19.2	)		(174,511	)		)		(11.7	)
Interest income		603			0.0			169			0.0			161			0.0			37					0.0
Interest expense		(21,243	)		(1.0	)		(62,598	)		(4.6	)		(38,628	)		(3.7	)		(69,061	)		)		(4.6	)
Other income		17,088			0.8			15,870			1.2			15,248			1.4			9,826					0.7
Other expenses		(24,153	)		(1.2	)		(5,941	)		(0.4	)		(1,855	)		(0.2	)		(3,516	)		)		(0.2	)
Foreign exchange (losses)/gain		(2,457	)		(0.1	)		1,525			0.1			1,014			0.1			279					0.0
Fair value impact of the issuance of senior convertible preferred shares		242,733			11.8			(11,776	)		(0.9	)		(11,776	)		(1.1	)		—					—
(Losses)/Net gain from extinguishment of debt		(2,778	)		(0.1	)		—			—			—			—			35,222					2.4
Loss before income tax expense		(147,133	)		(7.1	)		(375,250	)		(27.3	)		(238,493	)		(22.6	)		(201,724	)		)		(13.5	)
Income tax expense		(366	)		0.0			(311	)		(0.0	)		(299	)		(0.0	)		(39	)		)		(0.0	)
Dividend from long-term investment		10,374			0.5			11,970			0.9			11,970			1.1			—					—
Equity in (loss)/income of affiliates, net of tax		(44	)		0.0			(5,951	)		(0.4	)		—			—			2,429					0.2
Net loss		(137,169	)		(6.7	)		(369,542	)		(26.9	)		(226,822	)		(21.5	)		(199,334	)		)		(13.3	)
Add: accretion on redeemable non-controlling interests		—			—			(2,901	)		(0.2	)		(1,251	)		(0.1	)		(4,986	)		)		(0.3	)
Less: net loss attributable to non-controlling interests shareholders		(12	)		(0.0	)		(56	)		(0.0	)		(35	)		(0.0	)		(8	)		)		(0.0	)
Deemed dividend to preferred shareholders due to triggering of a down round feature		(755,635	)		(36.7	)		(2,060,254	)		(149.9	)		(278,800	)		(26.4	)		-					-
Net loss attributable to ordinary shareholders		(892,792	)		(43.4	)		(2,432,641	)		(177.0	)		(506,838	)		(48.0	)		(204,312	)		)		(13.7	)
Net loss per share for ordinary shareholders, basic		(0.66	)		—			(1.11	)		—			(0.35	)		—			0.00					—

All values are in US Dollars.

(1)

Share-based compensation in the amount of negative RMB47.3 million, RMB75.8 million, RMB35.4 million and RMB84.9 million (US$11.6 million) in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2023 and 2024, respectively, was charged to cost of revenues, sales and marketing expenses, research and development expenses, and general and administrative expenses.

| 103 |

| --- |

NineMonths Ended December 31, 2024 Compared to Nine Months Ended December 31, 2023 (unaudited)

Revenues

Totalrevenue. Our total revenues increased by 41.6% from RMB1,055.6 million in the nine months ended December 31, 2023 to RMB1,495.2 million (US$204.8 million) in the nine months ended December 31, 2024, driven by the increase in retail vehicle sales revenue, mainly due to the increase in retail transaction volume.

Retailvehicle sales revenue. Retail vehicle sales revenue was RMB1,322.5 million (US$181.2 million) in the nine months ended December 31, 2024, compared to RMB755.0 million in the nine months ended December 31, 2023. The increase in retail vehicle sales revenue was mainly driven by the increase in retail transaction volume by 164.3% period-over-period, partially offset by the decrease in retail average selling price by 33.7%. Retail transaction volume in the nine months ended December 31, 2024 was 18,649 units, compared to 7,055 units in the nine months ended December 31, 2023. By offering superior products and services, we have maintained strong customer relationship and enhanced Uxin’s leading position in regional used car markets, leading to a high in-store customer conversion rate. Additionally, we continuously improved our retail vehicle inventory turnover rate, enabling us to achieve higher retail transaction volumes.

Wholesalevehicle sales revenue. Wholesale vehicle sales revenue was RMB127.2 million (US$17.4 million) in the nine months ended December 31, 2024, compared to RMB276.2 million in the nine months ended December 31, 2023. Wholesale vehicle sales refer to vehicles purchased by us from individuals that do not meet our retail standards and are subsequently sold through online and offline channels. The decrease in wholesale vehicle sales revenue was mainly because an increased number of acquired vehicles that were subsequently reconditioned to meet the retail standards, rather than being sold through wholesale channels, driven by our improved inventory capacity and reconditioning capabilities.

*Others.*Our other revenues were RMB45.5 million (US$6.2 million) in the nine months ended December 31, 2024, compared to RMB24.4 million in the nine months ended December 31, 2023. The increase was mainly due to an increase in our value-added services such as rebate received from certain financing partners for referring them to our retail customers with financing needs, an increase in revenue from sales of vehicle accessories and an increase in revenue from extended warranty services.

Costof revenues

Cost of revenues were RMB1,392.8 million (US$190.8 million) in the nine months ended December 31, 2024, representing an increase of 39.8% from RMB996.1 million in the nine months ended December 31, 2023, mainly due to an increase in cost for acquiring used vehicles to expand our inventory to support the growth in transaction volume.

Grossprofit

Our total gross profit was RMB102.4 million (US$14.0 million) in the nine months ended December 31, 2024, compared to RMB59.5 million in the nine months ended December 31, 2023. Our gross profit margin increased from 5.6% in the nine months ended December 31, 2023 to 6.8% in the nine months ended December 31, 2024. The increases in gross profit and gross profit margin were mainly due to the acceleration of the inventory turnover rate, the improvement of pricing and sales capabilities and the increase of our value-added services penetration rate, which generally have higher gross profit margin.

Salesand marketing expenses

Our sales and marketing expenses increased by 16.8% from RMB151.7 million in the nine months ended December 31, 2023 to RMB177.2 million (US$24.3 million) in the nine months ended December 31, 2024. The increase was mainly due to an increase of the salaries and benefits expenses of our sales teams and an increase in right-of-use assets depreciation expenses as a result of relocation to our Hefei Superstore in September 2023.

| 104 |

| --- |

Researchand development expenses

Our research and development expenses decreased by 70.7% from RMB27.8 million in the nine months ended December 31, 2023 to RMB8.1 million (US$1.1 million) in the nine months ended December 31, 2024. The decrease was mainly due to a decrease of the salaries and benefits expenses of employees engaged in research and development, resulting from a decrease in headcount of our research and development employees.

Generaland administrative expenses

Our general and administrative expenses increased by 21.1% from RMB102.1 million in the nine months ended December 31, 2023 to RMB123.5 million (US$16.9 million) in the nine months ended December 31, 2024. The increase was mainly due to an increase in shared-based compensation for personnel performing general and administrative functions.

Reversalof credit losses, net

We recorded reversal of credit losses, net of RMB2.3 million and RMB0.3 million (US$39 thousand) in the nine months ended December 31, 2023 and 2024. Our reversal of credit losses, net was mainly due to the loans recognized as a result of payment under the guarantee associated with our historically-facilitated loans.

Otheroperating income, net

Our other operating income, net increased from RMB17.1 million in the nine months ended December 31, 2023 to RMB31.7 million (US$4.3 million) in the nine months ended December 31, 2024. The increase was mainly due to an increase in government grant.

Interestincome

We had interest income of RMB0.2 million in the nine months ended December 31, 2023 and RMB37 thousand (US$5 thousand) in the nine months ended December 31, 2024, respectively.

Interestexpenses

We had interest expense of RMB38.6 million in the nine months ended December 31, 2023 and RMB69.1 million (US$9.5 million) in the nine months ended December 31, 2024, respectively. The increase was mainly due to the increase of interest expenses on finance lease liabilities.

Otherincome

Other income decreased from RMB15.2 million in the nine months ended December 31, 2023 to RMB9.8 million (US$1.3 million) in the nine months ended December 31, 2024.

Otherexpenses

Other expenses increased from RMB1.9 million in the nine months ended December 31, 2023 to RMB3.5 million (US$0.5 million) in the nine months ended December 31, 2024.

| 105 |

| --- |

Foreignexchange gain

We had foreign exchange gain of RMB1.0 million and RMB0.3 million (US$38 thousand) in the nine months ended December 31, 2023 and 2024, respectively.

Fairvalue impact of the issuance of senior convertible preferred shares

Fair value impact of the issuance of senior convertible preferred shares was nil in the nine months ended December 31, 2024, compared to a fair value loss of RMB11.8 million in the nine months ended December 31, 2023, which was related to the fair value change of the warrants issued in relation to the senior convertible preferred shares. In December 2023, unexercised warrants were subsequently terminated.

Net gain from extinguishment of debt

We recorded net gain from extinguishment of debt in the amount of RMB35.2 million (US$4.8 million) in the nine months ended December 31, 2024 by disposing our company’s equity interest in Jincheng Consumer Finance (Sichuan) Co., Ltd. (“Jincheng”) to repay the long-term borrowing and related interest payable. Accordingly, the net gain from extinguishment of debt of RMB35.2 million (US$4.8 million) represents the difference between the total amount of borrowing of RMB312.1 million derecognized (including principal of RMB292.0 million and interests of RMB20.1 million) and the aggregate amount of RMB240.0 million repaid and the direct expense of RMB36.9 million. We did not record losses from extinguishment of debt in the nine months ended December 31, 2023.

Incometax expense

We had income tax expense of RMB39 thousand (US$5 thousand) in the nine months ended December 31, 2024, compared to RMB299 thousand in the nine months ended December 31, 2023.

Dividendfrom long-term investment

Dividend from long-term investment was nil in the nine months ended December 31, 2024, compared to RMB12.0 million in the nine months ended December 31,2023.

Equityin loss of affiliates

We had equity in loss of affiliates in the amount of RMB2.4million (US$0.3 million) in the nine months ended December 31, 2024, compared to nil in the nine months ended December 31, 2023.

Netloss

As a result of the foregoing, our net loss decreased from RMB226.8 million in the nine months ended December 31, 2023 to RMB199.3 million (US$27.3 million) in the nine months ended December 31, 2024.

FiscalYear Ended March 31, 2024 Compared to Fiscal Year Ended March 31, 2023

Revenues

Totalrevenue. Our total revenues decreased by 33.2% from RMB2,059.2 million in the fiscal year of 2023 to RMB1,374.7 million in the fiscal year of 2024, driven by the decrease of wholesale vehicle sales revenue, mainly due to a decline in wholesale transaction volume, and the decrease of retail vehicle sales revenue, mainly due to a decline in retail average selling price.

Retailvehicle sales revenue. Retail vehicle sales revenue was RMB1,024.4 million in the fiscal year of 2024, compared to RMB1,312.9 million in the fiscal year of 2023. The decrease in retail vehicle sales revenue was mainly due to a decline in retail average selling price by 18.0% year-over-year. Besides, the decrease in retail vehicle sales revenue was also drive by a decline in retail transaction volume. Retail transaction volume in the fiscal year of 2024 was 10,179 units, compared to 10,703 units in the fiscal year of 2023. The decrease in retail transaction volume was mainly related to the lower inventory level. We have maintained a prudent inventory procurement strategy and keeps a low inventory level as compared with the same period last year, which constrained retail sales growth.

| 106 |

| --- |

Wholesalevehicle sales revenue. Wholesale vehicle sales revenue was RMB315.9 million in the fiscal year of 2024, compared to RMB707.4 million in the fiscal year of 2023. Wholesale vehicle sales refer to vehicles purchased by us from individuals that do not meet our retail standards and are subsequently sold through online and offline channels. As we are focusing on creating value for our customers through retail transactions and continuing to improve our inventory capacity and reconditioning capabilities, the wholesale transaction volume decreased accordingly. We expect that our wholesale transaction volume will gradually represent a lower portion of our total transaction volume.

*Others.*Our other revenues were RMB34.4 million in the fiscal year of 2024, compared to RMB39.0 million in the fiscal year of 2023. The decrease was mainly due to a decrease in our value-added services such as rebate received from certain financing partners for referring them to our retail customers with financing needs, a decrease in revenue from sales of vehicle accessories and a decrease in revenue from vehicle repair services.

Costof revenues

Cost of revenues were RMB1,294.2 million in the fiscal year of 2024, representing a decrease of 36.4% from RMB2,033.8 million in the fiscal year of 2023, mainly due to a decrease in cost for acquiring used vehicles as a result of our prudent inventory procurement strategy implemented.

Grossprofit

Our total gross profit was RMB80.6 million in the fiscal year of 2024, compared to RMB25.4 million in the fiscal year of 2023. Our gross profit margin increased from 1.2% in the fiscal year of 2023 to 5.9% in the fiscal year of 2024. The increases in gross profit and gross profit margin were mainly due to the acceleration of the inventory turnover rate, the improvement of pricing and sales capabilities, the increase of our value added services penetration rate and the decrease of our per-vehicle reconditioning costs.

Salesand marketing expenses

Our sales and marketing expenses decreased by 14.3% from RMB236.3 million in the fiscal year of 2023 to RMB202.5 million in the fiscal year of 2024. The decrease was mainly due to the decline in marketing expenses driven by the adoption of more cost-effective promotion measures and the decline of outbound logistic expenses, partially offset by the increase in right-of-use assets depreciation expenses as a result of relocation to our Hefei Superstore.

Researchand development expenses

Our research and development expenses decreased by 10.3% from RMB37.7 million in the fiscal year of 2023 to RMB33.8 million in the fiscal year of 2024. The decrease was mainly due to a decrease of the salaries and benefits expenses of employees engaged in research and development.

Generaland administrative expenses

Our general and administrative expenses increased by 7.8% from RMB164.5 million in the fiscal year of 2023 to RMB177.4 million in the fiscal year of 2024. The increase was mainly due to an increase in shared-based compensation for personnel performing general and administrative functions, including the share-based compensation expense of US$4.0 million (equivalent to RMB28.7 million) resulting from the issuance of the senior convertible preferred shares to Xin Gao, which is controlled by Mr. Kun Dai, the Chairman of the Board of Directors and chief executive officer of Company.

(Provision for)/Reversalof credit losses, net

We recorded provision for credit losses, net of RMB13.8 million in the fiscal year of 2023 and reversal for credit losses, net of RMB2.6 million in the fiscal year of 2024. Our provision for credit losses, net primarily consists of impairment due to the credit loss incurred from outstanding deposits, taking into account the risk characteristics, supportable forecasts of future economic conditions and any recoveries as of the dates indicated. Our reversal of credit loss for the fiscal year ended March 31, 2024 was mainly due to the loans recognized as a result of payment under the guarantee associated with our historically-facilitated loans.

| 107 |

| --- |

Otheroperating income, net

Our other operating income, net decreased from RMB70.0 million in the fiscal year of 2023 to RMB18.0 million in the fiscal year of 2024. The decrease was mainly due to the reduction in liability waiver gain, which was recognized as we fulfilled our payment conditions under the operating payable waiver agreements we had entered into with several suppliers.

Interestincome

We had interest income of RMB0.6 million in the fiscal year of 2023 and RMB169 thousand in the fiscal year of 2024, respectively.

Interestexpenses

We had interest expense of RMB21.2 million in the fiscal year of 2023 and RMB62.6 million in the fiscal year of 2024, respectively. The increase was mainly due to the increase of interest expenses on finance lease liabilities relating to the lease of Hefei Superstore in September 2023.

Otherincome

Other income decreased from RMB17.1 million in the fiscal year of 2023 to RMB15.9 million in the fiscal year of 2024.

Otherexpenses

Other expenses decreased from RMB24.2 million in the fiscal year of 2023 to RMB5.9 million in the fiscal year of 2024. Other expenses in the fiscal year of 2023 and 2024 were mainly due to the COVID-related business disruptions and the impairment loss for equity investments accounted for using measurement alternative, respectively.

Foreignexchange (losses)/gain

We had foreign exchange losses of RMB2.5 million in the fiscal year of 2023 and foreign exchange gain of RMB1.5 million in the fiscal year of 2024.

Fairvalue impact of the issuance of senior convertible preferred shares

Fair value impact of the issuance of senior convertible preferred shares was a fair value gain of RMB11.8 million in the fiscal year of 2024, compared to a fair value loss of RMB242.7 million in the fiscal year of 2023, which was related to the fair value change of the warrants issued in relation to the senior convertible preferred shares. In December 2023, unexercised warrants were subsequently terminated.

Lossesfrom extinguishment of debt

We recorded losses from extinguishment of debt in the amount of RMB2.8 million in the fiscal year of 2023 by issuing 183,495,146 Class A ordinary shares to 58.com in exchange for the full release of our obligations to 58.com under the 58.com Notes and certain other historical transactions. We did not record losses from extinguishment of debt in the fiscal year of 2024.

Incometax expense

We had income tax expense of RMB311 thousand in the fiscal year of 2024, compared to RMB366 thousand in the fiscal year of 2023.

| 108 |

| --- |

Dividendfrom long-term investment

We had a dividend from long-term investment in the amount of RMB12.0 million in the fiscal year of 2024 due to dividends from a PRC entity that we invested in.

Equityin loss of affiliates

Equity in loss of affiliates increased from RMB44 thousand in the fiscal year of 2023 to RMB6.0 million in the fiscal year of 2024, which reflects a decline in investees’ earnings.

Netloss

As a result of the foregoing, our net loss decreased from RMB137.2 million in the fiscal year of 2023 to RMB369.5 million in the fiscal year of 2024.

B.	Liquidity and Capital Resources

Cashflows and working capital

In addition to experiencing net losses during the periods presented, we had net cash used in operating activities of RMB251.1 million, RMB262.4 million and RMB194.0 million (US$26.6 million) in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, respectively. Our principal sources of liquidity have been proceeds from issuances of equity and equity-linked securities.

●	In<br> January 2018, we raised an aggregate of US$250.0 million by issuing additional preferred shares to certain investors in a private<br> placement.
●	In<br> June 2018, we completed our initial public offering in which we issued and sold an aggregate of 25,000,000 ADSs, representing 75,000,000<br> Class A ordinary shares, resulting in net proceeds to us of US$204.8 million. Concurrently with our initial public offering, we sold<br> convertible notes to CNCB (Hong Kong) Investment Limited (“the CNCB Note”) and Golden Fortune Company Limited (“the<br> GF Note”), resulting in net proceeds to us of US$100 million and US$75 million, respectively. The CNCB Note and the GF Note<br> each bears an interest rate of 6% and 6.5% per annum. The convertible notes became due and were paid in June 2019.
●	In<br> June 2019, we sold convertible notes in an aggregate principal amount of US$230 million to Redrock, TPG, 58.com, Zhuhai Guangkong<br> Zhongying Industrial Investment Fund (Limited Partnership), Magic Carpet and ClearVue (the “2024 Notes”). The 2024 Notes<br> became due and payable on June 11 and June 12, 2024 unless converted earlier. The purchasers of the convertible notes have the right<br> to convert the convertible notes into Class A ordinary shares of our company during the period from and including the 181st day after<br> the issuance date to and including the maturity date. The conversion price per Class A ordinary share of the 2024 Notes equals US$1.03<br> and may be adjusted. The 2024 Notes each bears an interest rate of 3.75% per annum, payable until the outstanding principal amount<br> is fully paid; provided that if any portion of the convertible notes are duly converted into Class A ordinary shares pursuant to<br> the terms of the convertible notes, no interest accrued on the principal amount being converted shall be payable.
●	On<br> July 12, 2021, the 2024 Notes for a principal amount of US$69 million were converted into a total of 66,990,291 Class A ordinary<br> shares. The remaining principal amount of US$161 million is subject to customary payment schedules. The noteholders have also irrevocably<br> waived the conversion rights with respect to their respective remaining amount. In July 2022, we issued 183,495,146 Class A ordinary<br> shares to 58.com in exchange for the full release of our obligations to 58.com under the convertible promissory note and certain<br> other historical transactions. The remaining amount of US$81.9 million has been recognized as debt against other noteholders.

| 109 |

| --- | | ● | Between July and November 2019, we sold convertible notes in an aggregate principal amount of US$50 million to affiliates of PacificBridge Asset Management, or PacificBridge (the “PB Notes”). Among the PB Notes, notes of US$20.05 million in principal amount bears an interest rate of 10% per annum (the “10% Notes”), and notes of US$29.95 million in principal amount bears an interest rate of 11% per annum (the “11% Notes”). The 10% Notes will become due and payable 12 months after the issuance date, and the 11% Notes will become due and payable 15 months after the issuance date, unless converted earlier. The purchasers of the convertible notes have the right to convert the convertible notes into Class A ordinary shares of our company during the period from and including the 181st day after the issuance date to and including the maturity date, which right may be exercised twice only. The conversion prices per Class A ordinary share of the PB Notes are US$1.663, US$1.683 and US$1.7, as applicable, and may be adjusted. The interests are payable until the outstanding principal amount is fully paid; provided that if any portion of the convertible notes are duly converted into Class A ordinary shares pursuant to the terms of the convertible notes, no interest accrued on the principal amount being converted shall be payable. | | --- | --- | | ● | On July 23, 2020, we entered into agreements with PacificBridge to amend the terms of the PB Notes. Pursuant to the agreements, the parties have agreed that the conversion prices of the PB Notes will be adjusted to our volume weighted average price for the last 30 trading days prior to the signing of the agreements multiplied by 78%, and PacificBridge will convert all the PB Notes into our Class A ordinary shares upon the signing of the agreements. On the same day, PacificBridge converted all the PB Notes into 136,279,973 Class A ordinary shares of ours at the adjusted conversion price. | | ● | In October 2020, we completed private placements with GIC and Wells Fargo for subscription of a total of 84,692,839 Class A ordinary shares for an aggregate amount of US$25 million. | | ● | In March 2021 and June 2021, we entered into a term sheet and definitive agreements, respectively, with NIO Capital and Joy Capital to raise an aggregate amount of up to US$315 million for the subscription of a total of 917,564,810 senior convertible preferred shares. The first closing in the amount of US$100 million was completed for the issuance of 291,290,416 senior convertible preferred shares on July 12, 2021. The second closing in the amount of US$27.5 million, US$10 million and US$7.5 million was completed for Uxin Limited’s issuance of 80,104,865 senior convertible preferred shares, 29,129,042 senior convertible preferred shares and 21,846,781 senior convertible preferred shares senior convertible preferred shares in November 2021, March 2022 and June 2022, respectively. In July 2022, NIO Capital assigned its rights and obligations to subscribe for 14,564,520 senior convertible preferred shares under the second closing for the total price of US$5 million to an independent third party. On the same day, we issued 14,564,520 senior convertible preferred shares to the third party and the second closing of the transaction was completed. The two investors have also purchased warrants to purchase 480,629,186 senior convertible preferred shares for an aggregate amount of US$165 million. | | ● | In June 2022, we entered into definitive agreements with NIO Capital for the subscription of 714,285,714 senior convertible preferred shares of our Company for an aggregate amount of US$100 million, which will be paid in multiple installments. The 714,285,714 senior convertible preferred shares were issued on July 27, 2022 in connection with the closing and we have received the first installment. | | ● | In July 2022, we issued 183,495,146 Class A ordinary shares to 58.com at a price equivalent to US$100.3 per ADS (or US$1.03 per ADS prior to the 2022 ADS Ratio Change) in exchange for the full release of our obligations to 58.com under the 58.com Notes and certain other historical transactions. | | ● | In August 2022, we issued 36,699,029 Class A ordinary shares to ClearVue at a price equivalent to US$100.3 per ADS (or US$1.03 per ADS prior to the 2022 ADS Ratio Change) in exchange for the full release of our obligations to ClearVue under the ClearVue Notes. | | ● | In April 2023, we and NIO Capital entered into additional agreements regarding the settlement of then outstanding amount of US$81.6 million of the purchase price under the 2022 Subscription Agreement. Pursuant to these agreements: (i) the payment method of such outstanding purchase price was modified to permit a combination of cash payment and cancellation of indebtedness of us to NIO Capital; and (ii) such outstanding purchase price of US$81.6 million was partially offset by the cancellation and discharge by NIO Capital of our obligations under the 2024 Notes totaling US$61.6 million that NIO Capital assigned from Redrock Holding Investments Limited, TPG Growth III SF Pte. Ltd. and Magic Carpet International Limited in April 2023. For a detailed description of the terms of the 2024 Notes, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Cash flows and working capital.” As a result of and immediately following the foregoing transactions, NIO Capital had fulfilled its obligation in an aggregate amount of US$80 million of the outstanding purchase price for its subscription of our senior convertible preferred shares. As of the date of this transition report, NIO Capital has fulfilled its obligation in an aggregate amount of US$90.6 million of the outstanding purchase price, and we and NIO Capital have mutually agreed that NIO Capital will fulfill its payment obligations by June 30, 2025 regarding the outstanding purchase price of US$9.4 million. Meanwhile, we also fulfilled all of our obligations under the 2024 Notes of US$61.6 million. |

| 110 |

| --- | | ● | In June 2023, we have entered into a definitive agreement with Alpha and Joy Capital, regarding the warrants issued by the Company to NIO Capital and Joy Capital in 2021. Pursuant to the foregoing definitive agreement and certain assignments of warrants among Alpha, NIO Capital and Joy Capital, Alpha acquired from NIO Capital and Joy Capital the right to purchase up to 261,810,806 senior convertible preferred shares of the Company. Alpha and Joy Capital (either together or separately) are entitled to, at their discretion, exercise their respective warrants in full to subscribe for a total of 480,629,186 senior convertible preferred shares in an aggregate amount of US$21,964,754 no later than September 30, 2023. On August 17, 2023, Joy Capital has exercised its warrants to purchase 218,818,380 senior convertible preferred shares of our company at an exercise price of US$0.0457 per share for a total consideration of US$10.0 million. The warrants to purchase 261,810,806 senior convertible preferred shares held by Alpha were subsequently terminated. | | --- | --- | | ● | On September 20, 2023, we entered into an equity investment agreement with Hefei Construction Investment. Pursuant to the agreement, Hefei Construction Investment will invest by multiple instalments in Uxin Hefei, and each instalment will be made after the lease payment is made by the Hefei subsidiary, over a 10-year period. As of the date of this transition report, the first-year and second-year rentals of approximately RMB147.1 million and RMB127.7 million was converted into the investment of approximately 12.02% and 8.40% equity interests in Uxin Hefei by Hefei Construction Investment, respectively. Details of each investment will be subject to future negotiation. Hefei Construction Investment’s equity interests in Uxin Hefei will not exceed 50% after these contributions are completed. | | ● | On March 18, 2024, we entered into a term sheet with Xin Gao and NC Fund to enter into definitive agreements for the financing in an aggregate amount of approximately US$34.8 million at a subscription price of US$0.004858 per share. On March 26, 2024, we and Xin Gao entered into a share subscription agreement for, and completed on the same day, the issuance of 1,440,922,190 senior convertible preferred shares to Xin Gao for a total consideration of US$7.0 million. For the accounting impact resulted from the issuance price lower than market price, please refer to “Item 7. Major Shareholders and Related Party Transactions.” | | ● | On June 21, 2024, we entered into another supplemental agreement with WeBank which revised and extended the repayment schedule of RMB30.0 million each due on June 30, 2024 and December 31, 2024, respectively, to monthly repayments of RMB2.5 million each month from December 2024 to November 2026. | | ● | On November 4, 2024, we entered into a share subscription agreement with Lightwind, an indirect wholly-owned subsidiary of Dida, pursuant to which Lightwind 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. The completion of transaction is subject to the closing conditions set forth in the share subscription agreement. In connection with the proposed investment, Pintu Beijing and Youxin Anhui have entered into a loan agreement pursuant to which Pintu Beijing agrees to extend a loan in a principal amount of RMB equivalent of US$7.5 million to Youxin Anhui. As of the date of this transition report, we repaid the total amount of the principals and interests, amounting to RMB55.0 million in total, to Pintu Beijing, thereby settling our obligations under the loan agreement with Pintu Beijing. Subsequently in April 2025, we completed the issuance of Class A ordinary shares to Lightwind 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. | | ● | On March 4, 2025, we entered into certain definitive agreements with Fame Dragon, 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. The closings of the subscription are subject to customary closing conditions. The parties entered into the definitive agreements following the Fame Dragon’s acquisition and assumption of NC Fund’s rights and obligations under the previously announced binding term sheet entered into on March 18, 2024 among NC Fund, Xin Gao Group Limited and us. As of the date of this transition report, we have received US$19.0 million and issued 3,911,092,516 Class A Ordinary Shares to Fame Dragon and entities designated by it. Based on the arrangement with NIO Capital, we expect to complete the closing of the remaining subscription at the consideration of US$8.8 million no later than June 30, 2025. |

| 111 |

| --- |

We have incurred net losses since inception. For the nine months ended December 31, 2024, we incurred net loss of RMB199.3 million and had operating cash outflow of RMB194.0 million. As of December 31, 2024, we had an accumulated deficit in the amount of RMB19.6 billion, our current liabilities exceeded our current assets by approximately RMB422.6 million, and our cash balance was RMB25.1 million. These adverse conditions and events raise substantial doubt about our ability to continue as a going concern, before consideration of management’s plan.

Therefore, our ability to continue as a going concern is dependent on the effective implementation of our plan to mitigate these conditions and events. A summary of our plan includes:

●	As<br> of the date of this transition report, we are entitled to a consideration receivable of US$9.4 million due from NIO Capital for<br>the issuance of its senior convertible preferred shares, which had been converted into ordinary shares in March 2024. Based on the arrangement<br>with NIO Capital, we expect to receive the outstanding consideration no later than June 30, 2025.
●	On<br> March 4, 2025, we entered into a share subscription agreement with Fame Dragon, an investment vehicle of NIO Capital, pursuant<br> to which Fame Dragon agreed to purchase 5,738,268,233 of our Class A ordinary shares for a total consideration of US$27,876,506. As of the date of this transition report, we have received US$19.0 million and issued<br>3,911,092,516 Class A Ordinary Shares to Fame Dragon and entities designated by it. Based on the arrangement with NIO Capital, we<br>expect to complete the closing of the remaining subscription at the consideration of US$ 8.8 million no later than June 30, 2025.
●	In April 2025, we completed the issuance of Class A ordinary shares to Lightwind with a total consideration of U.S.<br>dollar equivalent of RMB53.4 million.
●	As of December 31, 2024, we had outstanding borrowings of RMB126.3 million under the inventory-pledged financing facility agreements<br> with certain reputable banks and financial institutions in the PRC, and unused facilities amounted to RMB253.7 million. These facility agreements<br> will mature within one year since the date of the issuance of the consolidated financial statements. We plan to obtain renewals<br> of such facilities when they become mature.

| 112 |

| --- | | ● | Pursuant to an equity investment agreement entered into in September 2023 with Hefei Construction Investment, who is also the lessor of our used car retail superstore operated by Uxin Hefei, Hefei Construction Investment is obligated to reinvest in Uxin Hefei after Uxin Hefei makes the annual lease payments over a 10-year lease period. In October 2023 and April 2025 respectively, Uxin Hefei and Hefei Construction Investment mutually agreed that the first-year and second-year rentals of approximately RMB147.1 million and RMB127.7 million were converted into the investment of approximately 12.02% and 8.40% equity interests in Uxin Hefei by Hefei Construction Investment, respectively. The third-year rental will become due in September 2025 and we plan to further agree with Hefei Construction Investment to convert the third-year rental instalments into Hefei Construction Investment’s investment. | | --- | --- | | ● | In 2024, we entered into two equity investment agreements with the non-controlling shareholders of two of our subsidiaries established in Zhengzhou and Wuhan for the future operations of our superstores in Zhengzhou and Wuhan. Pursuant to these agreements, we plan to receive capital contributions of RMB50.0 million and RMB33.3 million committed by the two non-controlling shareholders following our capital contributions of RMB120.0 million and RMB66.7 million to these two subsidiaries, respectively, within one year since the date of the issuance of the consolidated financial statements. As of the date of this transition report, we have made contributions of RMB14.0 million to the subsidiary in Wuhan and have received RMB14.0 million from its non-controlling shareholder. | | ● | With funds from the above equity and debt financings, we plan to grow our vehicle sales revenue by increasing the sales volume, improve our gross profit margin by increasing the value-added services offered to our customers, and maintain vehicle turnover rate by managing reasonable vehicle prices. Our plan also contemplates that, in view of the uncertainties surrounding the implementation of the above equity and debt financing plans, if and when necessary, make necessary adjustments to our operation scale by adjusting vehicle purchase volume based on our liquidity position, and also to optimize our cost structure to reduce the expenses such as labor costs, advertising expenses and certain administrative expenses according to the our operation scale. |

We have concluded that it is probable to effectively implement the above plan, and have prepared a cash flows forecast covering a period of not less than twelve months from the date of issuance of the consolidated financial statements after considering the effective implementation of our plan. We concluded that as a result of our evaluation, our plan has alleviated the substantial doubt of our ability to continue as a going concern, and our current cash and cash equivalents, funds from the planned equity and debt financings and the cash flows from operations are sufficient for us to meet our anticipated working capital requirements and other capital commitments, and we will be able to meet our payment obligations when liabilities that fall due within the next twelve months from the date of this transition report. Our consolidated financial statements have been prepared on a going concern basis.

The following table sets forth a summary of our cash flows for the periods indicated.

	For the Fiscal Years Ended March 31,						For the Nine Months Ended December<br> 31,
	2023			2024			2023			2024
	RMB			RMB			RMB			RMB			US
							(unaudited)
	(in thousands)
Summary Consolidated Statements of Cash Flow Data:
Net cash used in operating activities		(251,140	)		(262,446	)		(207,101	)		(193,980	)		)
Net cash used in investing activities		(32,032	)		(11,339	)		(10,340	)		(2,398	)		)
Net cash generated from financing activities		239,985			205,301			144,034			198,310
Effect of exchange rate changes on cash, cash equivalents and restricted cash		221			(914	)		42			14
Net (decrease)/increase in cash, cash equivalents and restricted cash		(42,966	)		(69,398	)		(73,365	)		1,946
Cash, cash equivalents and restricted cash at beginning of the period		136,297			93,331			93,331			23,933
Cash, cash equivalents and restricted cash at end of the period		93,331			23,933			19,966			25,879

All values are in US Dollars.

| 113 |

| --- |

OperatingActivities

Net cash used in operating activities was RMB194.0 million (US$26.6 million) for the nine months ended December 31, 2024. In the nine months ended December 31, 2024, the difference between our net cash used in operating activities and our net loss of RMB199.3 million (US$27.3 million) mainly resulted from certain non-cash expenses and non-operating income, including shared-based compensation of RMB84.9 million (US$11.6 million), and partially offset by losses from extinguishment of debt of RMB35.2 million (US$4.8 million). Changes in the working capital accounts mainly included an increase of inventory of RMB105.8 million (US$14.5 million), an increase of payables, accruals and other current liabilities of RMB46.7 million (US$6.4 million), and a decrease in consideration payable to WeBank of RMB22.5 million (US$3.1 million). The increase in inventory was primarily attributable to the expansion of our business scale. The increase in payables, accruals and other current liabilities was mainly due to the increase in lease liability. The decrease in consideration payable to WeBank was mainly due to the settlement of our historical payables and instalment payments based on the agreed-upon schedule with certain suppliers and WeBank.

Net cash used in operating activities was RMB262.4 million for the fiscal year ended March 31, 2024. In the fiscal year of 2024, the difference between our net cash used in operating activities and our net loss of RMB369.5 million mainly resulted from certain non-cash expenses and non-operating income, including shared-based compensation of RMB75.8 million, and partially offset by fair value impact of the issuance of senior convertible preferred shares of RMB11.8 million and waiver of operating payables of RMB11.6 million. Changes in the working capital accounts mainly included an increase of inventory of RMB11.6 million, a decrease of payables, accruals and other current liabilities of RMB34.0 million, a decrease in consideration payable to WeBank of RMB40.0 million. The increase in inventory was primarily attributable to the new car market volatility in March 2023 which influence the used car market. To stimulate new car sales, some motor factories decreased their sales price which caused potential buyers to become more hesitant in purchasing used cars. The decreases in payables, accruals and other current liabilities and consideration payable to WeBank were mainly due to the settlement of our historical payables and instalment payments based on the agreed-upon schedule with certain suppliers and WeBank.

Net cash used in operating activities was RMB251.1 million for the fiscal year ended March 31, 2023. In the fiscal year of 2023, the difference between our net cash used in operating activities and our net loss of RMB137.2 million mainly resulted from certain non-cash expenses and non-operating income, including shared-based compensation of RMB47.3 million, and partially offset by fair value impact of the issuance of senior convertible preferred shares of RMB242.7 million and waiver of operating payables of RMB70.5 million. Changes in the working capital accounts mainly included a decrease of inventory of RMB327.1 million, a decrease of payables, accruals and other current liabilities of RMB204.8 million, a decrease in consideration payable to WeBank of RMB53.4 million. The decrease in inventory was primarily attributable to the new car market volatility in March 2023 which influence the used car market. To stimulate new car sales, some motor factories decreased their sales price which caused potential buyers to become more hesitant in purchasing used cars. The decrease in payables, accruals and other current liabilities and consideration payable to WeBank was mainly due to the settlement of our historical payables and instalment payments based on the agreed-upon schedule with certain suppliers and WeBank.

InvestingActivities

Net cash used in investing activities was RMB2.4 million (US$0.3 million) for the nine months ended December 31, 2024, primarily attributable to purchase of property, equipment and software as we expanded our business.

Net cash used in investing activities was RMB11.3 million for the fiscal year ended March 31, 2024, primarily attributable to purchase of property, equipment and software as we expanded our business.

Net cash used in investing activities was RMB32.0 million for the fiscal year ended March 31, 2023, primarily attributable to purchase of property, equipment and software as we expanded our business.

FinancingActivities

Net cash generated from financing activities was RMB198.3 million (US$27.2 million) for the nine months ended December 31, 2024, primarily attributable to the proceeds from short-term inventory-pledged loans, partially offset by the repayments of short-term borrowings from third parties and related party.

| 114 |

| --- |

Net cash generated from financing activities was RMB205.3 million for the fiscal year ended March 31, 2024, primarily attributable to the proceeds from issuance of senior convertible preferred shares and proceeds from borrowings, partially offset by the repayments of short-term borrowings from third parties and related party.

Net cash generated from financing activities was RMB240.0 million for the fiscal year ended March 31, 2023, primarily attributable to the proceeds from issuance of senior convertible preferred shares and proceeds from borrowings, partially offset by the repayments of borrowings and long-term debt.

Off-BalanceSheet Arrangements

In January 2024, Kaifeng Finance Lease (Hangzhou) Co., Ltd. (“Kaifeng”), our wholly-owned subsidiary, and Chengdu Tianfu Software Park Co., Ltd., entered into an equity transfer agreement for Jincheng Consumer Finance (Sichuan) Co., Ltd. (“Jincheng”), pursuant to which Kaifeng intends to transfer 19% of equity interest in Jincheng to Chengdu Tianfu Software Park Co., Ltd at a cash consideration of RMB271.0 million. In conjunction with the sale of its equity interests in Jincheng, Kaifeng also entered into a financial advisory agreement, pursuant to which we agreed to pay a cash consideration of RMB31.0 million advisory fee upon the successful completion of the sale of Jincheng. The transaction was closed in April 2024.

Following the above transaction, in April 2024, we settled the long-term borrowing amounting to RMB292.0 million and the related interest payable, using RMB240.0 million in cash from the sale of Jincheng, with the rest unpaid amount waived.

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

HoldingCompany Structure

Uxin Limited is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries in China. As a result, Uxin Limited’s ability to pay dividends depends upon dividends paid by our PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with China accounting standards and regulations. Under PRC law, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, each of our WFOEs in China may allocate a portion of its after-tax profits based on China accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.

| 115 |

| --- |

MaterialCash Requirements

We made capital expenditures of RMB33.2 million, RMB12.7 million and RMB5.2 million (US$0.7 million) in the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, respectively. Our capital expenditures were primarily related to procurement of equipment and expenditure regarding construction of Hefei Superstore in Changfeng, Hefei, purchase of computer equipment and software and leasehold improvements. We will continue to make such capital expenditures to support the expected growth of our business.

The following table sets forth our contractual obligations as of December 31, 2024.

			Payment Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Operating lease obligations		234,934		22,781		51,828		60,796		99,529
Finance lease obligations		1,844,975		260,220		264,948		264,948		1,054,859
Total		2,079,909		283,001		316,776		325,744		1,154,388

Under the terms of an equity investment agreement with Hefei Construction Investment, both parties hold significant repurchase rights under this agreement. Specifically, while we retain the right to buy back the equity interests from Hefei Construction Investment at any time, the investor similarly possesses the right to request us to repurchase their equity interests at potentially any point during the agreement’s tenure when Uxin Hefei meets the performance condition or fails to meet certain conditions as stipulated in the equity investment agreement.

Under the terms of an equity investment agreement with Zhengzhou Airport Industry, both parties hold significant repurchase rights under this agreement. Specifically, while Uxin Anhui retains the right to buy back the equity interest from Zhengzhou Airport Industry at any time, subject to necessary regulatory approvals, Zhengzhou Airport Industry has the right to request Uxin Anhui to acquire its equity interests if certain performance-based conditions are met (the “Repurchase Obligations”). We undertook to provide an irrevocable joint and several liability guarantee for the performance by Uxin Anhui of Repurchase Obligations.

Under the terms of an equity investment agreement with Wuhan Junshan, both parties hold significant repurchase rights under this agreement. Specifically, while Uxin Anhui retains the preferential rights over others to repurchase shares from Wuhan Junshan, subject to necessary regulatory approvals, Wuhan Junshan has the right to request Uxin Anhui to acquire its equity interests if certain performance-based conditions are met, if Uxin Wuhan fails to commence operating activities within one year since establishment, or if the board of Uxin Wuhan is unable to reach effective resolutions for more than three times.

Our redeemable non-controlling interests amounted to RMB155.0 million as of December 31, 2024. See “Item 4. Information on the Company—A. History and Development of the Company.”

Other than the above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024.

C.	Research and Development

See “Item 4. Information on the Company—B. Business Overview—Technology” and “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”

D.	Trend Information

Other than as disclosed elsewhere in this transition report, we are not aware of any trends, uncertainties, demands, commitments or events for the nine months ended December 31, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.

E.	CriticalAccounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our judgments and estimates on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. For a detailed discussion of our significant accounting policies and related judgments, see Note 2 to our consolidated financial statements included elsewhere in this transition report.

| 116 |

| --- |

RestrictedShare Units with Market Condition

We have granted certain management with restricted share units (“RSU”) which vest based upon certain market conditions. The market-based conditions are satisfied upon our achievement of specified fully diluted equity values, as determined based on our stock price.

We account for RSUs with market conditions as equity classified, with the effect of a market condition reflected in the award’s fair value on the grant date, in accordance with applicable accounting standards, and recognize the share-based compensation expense over the derived service period determined based on valuation techniques that are used to estimate fair value.

We modified market condition of the RSU in October 2023 and August 2024, respectively. Each modification resulted into an increase of fair value of the award. We recognize compensation cost equal to the unrecognized grant-date fair value of the original award plus the incremental fair value arising from the modification over the remaining requisite service period determined based on valuation techniques that are used to estimate incremental fair value.

We determine the grant-date fair value and the incremental fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected share price volatility, risk-free interest rates, and expected timing and proceeds received due to the exercise of warrant and settlement of forward contract, which requires us to use judgement to evaluate. If our stock price and any of the assumptions used in the Monte Carlo model changes significantly, share-based compensation expense for future awards may differ materially compared with the awards granted previously.

For the purpose of determining the grant day fair value of RSU and incremental fair value due to modification of market condition, we believe the expected volatility is the most critical assumption. Changes in it could significantly affect the grant day fair value of RSU and incremental fair value due to modification of market condition and hence the amount of share-based compensation we recognize in our consolidated financial statements. The expected volatility of our future share price was estimated based on the price volatility of the shares of comparable public companies that operate in the same or similar business. Our estimation of the grant day fair value of RSU and incremental fair value due to modification of market condition is highly sensitive to the expected volatility. The higher the expected volatility, the higher the grant day fair value of the RSU and incremental fair value due to modification of market condition.

RecentAccounting Pronouncements

Please refer to Note 2 to our consolidated financial statements included elsewhere in this transition report.

Item 6.	Directors, Senior Management and Employees
A.	Directors and Senior Management
---	---

The following table sets forth information regarding our executive officers and directors as of the date of this transition report.

Directors and Executive Officers	Age	Position/Title
Kun<br> Dai	43	Chairman<br> of the Board of Directors and Chief Executive Officer
Bin<br> Li	50	Director
Erhai<br> Liu	56	Director
Cheng<br> Lu	42	Independent<br> Director
Rong<br> Lu	54	Independent<br> Director
John<br> Zhuang Yang	70	Independent<br> Director
Feng<br> Lin	45	Chief<br> Financial Officer
Zhitian<br> Zhang	43	Chief<br> Operating Officer
Wenbing<br> Jing	44	Chief<br> Strategy Officer
Chengbin<br> Li	39	Chief<br> Technology Officer

Mr.Kun Dai is our founder and has served as chairman of our board of directors and chief executive officer since our inception. Mr. Dai has been involved in interact and automobile industries for over ten years. Mr. Dai founded one of China’s first online used car websites, CarResume.com, in 2005. From 2007 to 2011, Mr. Dai worked at an NYSE-listed auto information provider, BitAuto, first as deputy general manager and later as vice president. Mr. Dai received a master’s degree in commerce from Cardiff University.

Mr.Bin Li has been serving as our director since July 2021. Mr. Li is the founder of NIO Inc., a NYSE-listed company with stock code NIO and has served as chairman of the board since the inception of NIO and the chief executive officer of NIO since March 2018. In 2000, Mr. Li co-founded Beijing Bitauto E-Commerce Co., Ltd. and served as its director and president until 2006. From 2010 to 2020, Mr. Li served as chairman of the board of directors at Bitauto Holdings Limited, (previously listed on NYSE with stock code BITA), a former NYSE-listed automobile service company and a leading automobile service provider in China. In 2002, Mr. Li co-founded Beijing Creative & Interactive Digital Technology Co., Ltd. as the chairman of the board of directors and had served as its president and director. Mr. Li received his bachelor’s degree in sociology from Peking University.

| 117 |

| --- |

Mr.Erhai Liu has been serving as our director since July 2021. Mr. Liu is the founding and managing partner of Joy Capital. He has nearly 20 years of investment experience in high-tech and innovative companies. Previously, Mr. Liu was engaged in engineering, R&D, operation and senior management in telecommunication and Internet companies for more than 10 years. Mr. Liu was named as one of the “Global Top 100 Technology Investors” on Forbes Midas List in 2012, and from 2018 to 2020. Mr. Liu holds a master’s degree in communications and information system from Xidian University, a master’s degree in psychology from Peking University, a master’s degree in global finance and an MBA from Fordham University, an EMBA from Tsinghua University, and a bachelor’s degree in communication engineering from Guilin University of Electronic Technology.

Mr.Cheng Lu has been serving as our director since July 2021. Mr. Lu is the President and Chief Executive Officer of TuSimple (Nasdaq: TSP), a global self-driving technology company based in San Diego, California. He has over 13 years of experience in strategy and corporate finance in the U.S. and Asia. Prior to TuSimple, Mr. Lu co-founded and was a Partner and Chief Operating Officer of KCA Capital Partners, a private equity investment firm. Prior to this, Mr. Lu worked in Beijing with HOPU Investments and CITIC Capital, and Cerberus Capital Management in New York, which focused on private equity and special situation investments. He started his career in the investment banking division of Citigroup in New York. Mr. Lu received his bachelor’s degree in computer science and economics from the University of Virginia and an MBA from the Harvard Business School.

Ms.Rong Lu has been serving as our director since October 2017. Presently, Ms. Lu is an independent venture capitalist investing in technology start-ups in the United States and China. In October 2019, she founded Atypical Ventures, an early-stage technology venture investment firm in China. In 2006, she co-founded DCM China, an early-stage venture capital firm. During her more than 12-year tenure at DCM, Ms. Lu invested in and served as a board member for many companies including Kuaishou, BitAuto Holdings Ltd., E-Commerce China Dangdang Inc., Pactera Technology International Ltd., DXY.cn, and HaoDF.com. She also served as an independent director and on the audit committee of iKang Healthcare Group, Inc. and served as an independent director and chairman of the special committee for iDreamSky Technologies Limited before those two companies were taken private. Ms. Lu is currently an independent director on the board of Yum China Holdings Inc (NYSE; YUMC). Prior to joining DCM in 2003, Ms. Lu was a Vice President in the technology, media and telecommunications investment banking group of Goldman Sachs & Co. in Menlo Park, California. Ms. Lu received her master’s degree in international economics and energy, environment, science and technology from Johns Hopkins University, School of Advanced International Studies and bachelor’s degree in economics from the University of Maryland, Baltimore County.

Dr.John Zhuang Yang has been serving as our director since July 2021. Dr. Yang is currently a professor of Management at the National School of Development, Peking University. He also holds a tenured professorship at the Graduate School of Business at Fordham University in New York. Dr. Yang’s main research consists of organizational behavior and global leadership, with an extensive focus on China’s strategies for multinational companies and strategies for Chinese companies expanding globally. Dr. Yang served as an independent director of New Oriental Education & Technology Group Inc. (NYSE: EDU and SEHK: 9901) until December 2024. Dr. Yang earned his bachelor’s degree from the English Language and Literature Department of Peking University, a master’s degree in Sociology from Columbia University, an MPA in International and Public Affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University, and a Ph.D. in Business Administration from Columbia University.

Mr.Feng Lin joined us as vice president of finance in August 2019 and has been serving as our chief financial officer since January 2021. He has over 15 years of experience overseeing finance and operations at multinational corporations across technology, financial, and real estate industries. Prior to joining our company, Mr. Lin was the vice general manager of finance at China Fortune Land Development, where he managed corporate planning and group controlling. Prior to that, he served as finance director at Lenovo, and earlier as financial controller at Microsoft. Mr. Lin had also served at HSBC, Capital One Financial Corporation, and PricewaterhouseCoopers. Mr. Lin holds a double bachelor of science degree in geophysics and economics from Peking University. He received both an MBA degree and an MPP degree from The University of Chicago.

Mr.Zhitian Zhang joined us in April 2012 and has been serving as our chief operating officer since February 2020. Prior to his appointment as the chief operating officer, Mr. Zhang served as president of our online used car transaction business, where he was responsible for operations and sales management, as well as general manager of our sales management center. Prior to joining our company, Mr. Zhang worked for Bitauto Holdings Limited (NYSE: BITA) from 2007 to 2012, first as a director and then as vice general manager of its used car business. Mr. Zhang received his bachelor’s degree in Law from the National Police University for Criminal Justice.

| 118 |

| --- |

Mr.Wenbing Jing rejoined us in November 2021 as our chief strategy officer and has extensive experience in strategy and operation management. Prior to re-joining Uxin, Mr. Jing served as vice president as well as general manager of the used car department at Autohome Inc. (Nasdaq: ATHM). Prior to that, Mr. Jing had served various roles at Uxin from 2011 to 2019, including general manager of Uxin’s southern division, and executive president and chief strategy officer of Uxin. Mr. Jing received his master of laws from the school of law of Cardiff University in the United Kingdom.

Mr.Chengbin Li is a seasoned technology leader with extensive experience in leading technology teams and driving product and technology development. Mr. Li currently leads our product and technology center, overseeing software and hardware design and the technical backend. Since joining us in 2014, Mr. Li has held various key roles leading product planning and R&D, including general manager and vice president. Before joining us, Mr. Li held several product and technology related roles at Anbang Insurance Group and iQIYI Sports. Mr. Li holds a master’s degree in electronics and communication engineering from Peking University.

B.	Compensation

Compensationof Directors and Executive Officers

For the nine months ended December 31, 2024, we paid an aggregate of RMB0.7 million (US$0.09 million) in cash to our executive officers, and we did not pay any cash compensation to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our PRC subsidiaries and consolidated affiliated entity are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.

EmploymentAgreements and Indemnification Agreements

We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon three-month advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance written notice.

Each executive officer has agreed to hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.

| 119 |

| --- |

We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

2018Amended and Restated Share Incentive Plan

We adopted the 2018 Amended and Restated Share Incentive Plan in February 2018, which was further amended in August 2018, November 2018 and April 2024, for the purpose of promoting the success and enhance the value of our company, by linking the personal interests of the members of the board, employees, consultants and other individuals to those of our shareholders and, by providing an incentive for outstanding performance, to generate superior returns for our shareholders. We increased the number of shares reserved for future awards under the plan as we amended such plan in November 2018. We refer to the 2018 Amended and Restated Share Incentive Plan, as amended, as the Amended and Restated Plan in this transition report. Under the Amended and Restated Plan, the maximum aggregate number of shares which may be issued pursuant to all awards is 2,314,393,635 Class A ordinary shares. As of April 15, 2025, 75,915,300 share options and 6,888,300 restricted share units have been issued and outstanding under the Amended and Restated Plan.

On September 22, 2019, our board of directors approved a reduction in the exercise price for outstanding options previously granted by our company with an exercise price higher than $1.03 per ordinary share to $1.03 per ordinary share, provided that any participating option holder agrees to amend the number of shares subject to his or her option as determined by the plan administrator.

The following paragraphs summarize the terms of the Amended and Restated Plan.

Typesof Awards. The Plan permits the awards of options, stock appreciation right, dividend equivalent right, restricted shares and restricted share units or other right or benefit under the Plan.

PlanAdministration. The board or a committee appointed by the board acts as the plan administrator. The plan administrator will determine the participants who are to receive awards, the type or types of awards to be granted, the number of awards to be granted, and the terms and conditions of each award grant. The plan administrator can amend outstanding awards and interpret the terms of the Amended and Restated Plan and any award agreement.

AwardAgreement. Awards granted under the Amended and Restated Plan are evidenced by an award agreement that sets forth the terms and conditions for each grant.

ExercisePrice. The excises price of an option will be determined by the plan administrator, but in the case of an award issued in connection with acquisitions, the exercise or purchase price for the award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such award.

Eligibility.We may grant awards to our employees, consultants, and all members of the board, and other individuals.

Termof the Awards. The term of each option or share appreciation right granted under the Amended and Restated Plan shall not exceed ten years from date of the grant.

VestingSchedule. In general, the plan administrator determines the vesting schedule, which is set forth in the relevant award agreement.

TransferRestrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. The grantee may designate one or more beneficiaries of the grantee’s award in the event of the grantee’s death on a beneficiary designation form provided by the administrator.

| 120 |

| --- |

***Termination.***The plan shall terminate in February 2028, provided that our board may terminate the plan at any time and for any reason.

The following table summarizes the outstanding options and restricted share units that we had granted to our directors and executive officers under the Amended and Restated Plan as of April 15, 2025:

****	Ordinary Shares Underlying Outstanding Options or Restricted<br><br> <br>Share units	(US$/Share)<br><br> <br>Exercise Price	Grant Date	Expiration Date
Rong<br> Lu	*	—	Various<br> dates from November 19, 2018 to June 30, 2023	August<br> 20, 2028
Cheng<br> Lu	*	—	Various<br> dates from September 30, 2022 to June 30, 2023	August<br> 20, 2028
John<br> Zhuang Yang	*	—	Various<br> dates from September 30, 2022 to June 30, 2023	August<br> 20, 2028
Feng<br> Lin	*	0.00003333<br> to 0.03333333	Various<br> dates from August 19, 2019 to November 1, 2021	August<br> 20, 2028
Zhitian<br> Zhang	*	0.033<br> to 1.09	Various<br> dates from March 01, 2019 to March 31, 2020	August<br>20, 2028
Wenbing<br> Jing	*	0.000000003<br> to 0.0001	Various<br> dates from January 1, 2022 to September 28, 2024	August<br> 20, 2028
Chengbin<br> Li	*	1<br> to 309	Various<br> dates from January 1, 2019 to November 10, 2021	August<br> 20, 2028
Total	*

*	Less<br> than 1% of our total ordinary shares outstanding on as-converted basis.

As of April 15, 2025, other grantees as a group held options to purchase 20,045,400 Class A ordinary shares of our company, with exercise prices ranging from US$0.00001 to US$3.0 per share.

C.	Board Practices

Boardof Directors

Our board of directors consists of six directors. A director is not required to hold any shares in our company by way of qualification. A director may vote with respect to any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the board of directors at which such contract or transaction or proposed contract or transaction is considered and voted upon. Any director who is in any way, whether directly or indirectly interested in a contract or transaction or proposed contract or transaction with our company is required to declare the nature of his interest at a meeting of the board. The directors may exercise all the powers of the company to raise or borrow money, and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, and issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.

| 121 |

| --- |

Committeesof the Board of Directors

We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

AuditCommittee. Our audit committee consists of Rong Lu, Cheng Lu and John Zhuang Yang. Rong Lu is the chairperson of our audit committee. We have determined that each of Rong Lu, Cheng Lu and John Zhuang Yang satisfies the “independence” requirements of Rule 5605 of the Nasdaq Stock Market Rules. We have determined that Rong Lu qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

●	appointing<br> the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
●	reviewing<br> with the independent auditors any audit problems or difficulties and management’s response;
●	discussing<br> the annual audited financial statements with management and the independent auditors;
●	reviewing<br> the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and<br> control major financial risk exposures;
●	reviewing<br> and approving all proposed related party transactions;
●	meeting<br> separately and periodically with management and the independent auditors; and
●	monitoring<br> compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to<br> ensure proper compliance.

CompensationCommittee. Our compensation committee consists of John Zhuang Yang, Rong Lu and Cheng Lu. John Zhuang Yang is the chairperson of our compensation committee. We have determined that each of John Zhuang Yang, Rong Lu and Cheng Lu. John Zhuang Yang satisfies the “independence” requirements of Rule 5605 of the Nasdaq Stock Market Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

●	reviewing<br> and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive<br> officers;
●	reviewing<br> and recommending to the board for determination with respect to the compensation of our non-employee directors;
●	reviewing<br> periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and
●	selecting<br> compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s<br> independence from management.

| 122 |

| --- |

Nominatingand Corporate Governance Committee. Our nominating and corporate governance committee consists of Cheng Lu, John Zhuang Yang and Rong Lu. Cheng Lu is the chairperson of our nominating and corporate governance committee. We have determined that each of Cheng Lu, John Zhuang Yang and Rong Lu satisfies the “independence” requirements of Rule 5605 of the Nasdaq Stock Market Rules. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

●	selecting<br> and recommending to the board nominees for election by the shareholders or appointment by the board;
●	reviewing<br> annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills,<br> experience and diversity;
●	making<br> recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and
●	advising<br> the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance<br> with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial<br> action to be taken.

Termsof Directors and Executive Officers

Our officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they resign by notice in writing to our company, or are removed from office by an ordinary resolution of the shareholders or by the board. In addition, a director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) dies or is found by our company to be or becomes of unsound mind; (iii) without special leave from the Board, is absent from meetings of the Board for three consecutive meetings and the Board resolves that his office be vacated; or (iv) is removed from office pursuant to our current memorandum and articles of association.

D.	Employees

As of December 31, 2024, we had a total of 1,045 employees. We had a total of 760 and 846 employees as of March 31, 2023 and 2024, respectively.

The following tables give breakdowns of our employees as of December 31, 2024 by function:

	As of December 31, 2024
Functions:
Products and technology		27
Operations		45
Car supply and purchase related personnel		285
Car inspection and inventory related personnel		235
Sales and pre-sales customer service		230
Fulfillment and after-sales customer service		135
Finance and legal		31
Human Resources, Administration & Corporate Procurement		33
Corporate communication and marketing		15
Others		9
Total		1,045
E.	Share Ownership
---	---

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of April 15, 2025 by:

●	each<br> of our directors and executive officers; and
●	each<br> of our principal shareholders who beneficially own 5% or more of our ordinary shares on an as-converted basis.

| 123 |

| --- |

The calculations in the table below are based on 61,850,771,119 shares outstanding as of April 15, 2025, comprising of (i) 61,809,961,258 Class A ordinary shares, excluding 7,393,492 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our Amended and Restated Plan, and (ii) 40,809,861 Class B ordinary shares.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

	Class A<br> Ordinary<br> Shares
Directors and Executive Officers**:
Kun Dai^(1)^		1,440,922,190	40,809,861	1,481,732,051	2.4	3.0
Bin Li^(2)^		15,483,754,343	—	15,483,754,343	25.0	24.9
Erhai Liu^(3)^		18,526,142,446	—	18,526,142,446	30.0	29.8
Cheng Lu		*	—	*	*	*
Rong Lu		*	—	*	*	*
John Zhuang Yang		*	—	*	*	*
Feng Lin		*	—	*	*	*
Zhitian Zhang		*	—	*	*	*
Wenbing Jing		*	—	*	*	*
Chengbin Li		*	—	*	*	*
All Directors and Executive Officers in the aggregate		35,469,451,079	40,809,861	35,510,260,940	57.4	57.7
Principal Shareholders:
Xin Gao Group Limited^(4)^		1,440,922,190	40,809,861	1,481,732,051	2.4	3.0
NIO Capital Entities^(5)^		9,128,216,447	—	9,128,216,447	14.8	14.7
Astral Success Limited^(3)^		18,526,142,446	—	18,526,142,446	30.0	29.8
*	Less<br> than 1% of our total outstanding shares.
---	---
**	Each<br> of Mr. Kun Dai, Mr. Feng Lin, Mr. Zhitian Zhang, Mr. Cheng Lu, Ms. Rong Lu and Mr. John Zhuang Yang’s business address is 21/F,<br> Donghuang Building, No. 16 Guangshun South Avenue, Chaoyang District, Beijing, People’s Republic of China. Mr. Bin Li’s<br> business address is Unit 2412, 24F HKRI Taikoo Hui Center I, 288 Shimen Yi Road, Jing’an District, Shanghai, China 20041. Mr.<br> Erhai Liu’s business address is 1501, Greenland Center B, Wangjingdongyuan 4, Chaoyang District, Beijing, People’s Republic<br> of China.
†	For<br> each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially<br> owned by such person or group by the sum of (i) 61,850,771,119 shares outstanding as of April 15, 2025, and (ii) the number of ordinary<br> shares underlying the share options held by such person or group that are exercisable within 60 days after the date of this transition<br> report.
††	For<br> each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially<br> owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder<br> of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes<br> per share on all matters submitted to them for a vote. Our Class A ordinary shares and Class B ordinary shares vote together as a<br> single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Our Class B ordinary<br> shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.

| 124 |

| --- | | (1) | Represents (i) 40,809,861 Class B ordinary shares directly held by Xin Gao, a British Virgin Islands company beneficially owned by Mr. Kun Dai through a trust and of which Mr. Kun Dai is the sole director, and (ii) 1,440,922,190 Class A ordinary Shares directly held by Xin Gao, which are convertible from 1,440,922,190 senior convertible preferred shares on March 27, 2024, as reported on the Schedule 13D/A filed by Mr. Dai, among others, on March 28, 2024. Pursuant to the Schedule 13G/A filed by Mr. Dai on July 30, 2020, Gao Li Group Limited, which is wholly owned by Mr. Kun Dai, pledged 17,276,410 Class A ordinary shares pursuant to a share charge in connection with a loan in a maximum principal amount of US$50 million under a facility agreement entered into with a lender in June 2018. On April 6, 2020, the lender issued an instruction letter to enforce its security interests in the 17,276,410 Class A ordinary shares, and Gao Li Group Limited transferred such shares on July 21, 2020 to the lender. Pursuant to the Schedule 13G/A filed by Mr. Dai on May 27, 2021, Kingkey New Era Auto Industry Global Limited pledged 61,129,800 Class A ordinary shares pursuant to a share charge in connection with a loan in a maximum principal amount of US$150 million under a facility agreement entered into with certain lenders in December 2017, as amended from time to time. On March 15, 2021, one of the lenders issued a notice declaring that an event of default as defined under the facility agreement has occurred and an acceleration letter demanding immediate payment of the outstanding sum and declaring its intention to enforce its security interests. As a result, Kingkey New Era Auto Industry Global Limited transferred the 61,129,800 Class A ordinary shares it held to such lender on in May 2021. The registered office of Xin Gao is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The registered office of BOCOM International Supreme Investment Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Transactions with Redrock, TPG, 58.com and other existing shareholders.” | | --- | --- | | (2) | Represents 15,483,754,343 Class A ordinary shares comprising of 68.0% of 22,770,226,975 Class A ordinary shares held by Abundant Grace Investment Limited. NBNW Investment Limited holds 68.0% of Abundant Grace Investment Limited’s voting rights. Accordingly, NBNW Investment Limited is deemed to be the beneficial owner of 68.0% of the 22,770,226,975 Class A ordinary shares, or 15,483,754,343 Class A ordinary shares, directly held by 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. The registered offices of Abundant Grace Investment Limited is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The business address of NBNW Investment Limited is P.O. Box 957, Offshore Incorporations Centre Road Town, Tortola, British Virgin Islands. The above is based on the Schedule 13D/A filed by Abundant Grace Investment Limited and certain other filers named therein on April 2, 2025. | | (3) | Represents 18,526,142,446 Class A ordinary shares, comprising of (i) 17,496,912,310 Class A ordinary shares held by Astral Success Limited, which are convertible from 437,286,192 senior convertible preferred shares on March 26, 2024 and (ii) 1,029,230,136 Class A ordinary shares held by BRIGHTEST SKY LIMITED. 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 IV, L.P. is the owner of the voting interest of BRIGHTEST SKY 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 IV GP, L.P. is the general partner of Joy Capital IV, L.P. Joy Capital GP, Ltd. is the general partner of Joy Capital Opportunity GP, L.P., Joy Capital II GP, L.P., Joy Capital III GP, L.P. and Joy Capital IV GP, L.P. Each of these entities are ultimately controlled by Mr. Erhai Liu. Mr. Erhai Liu disclaims beneficial ownership of the securities in us held by each of the above entities, except to the extent of Mr. Erhai Liu’s pecuniary interest therein, if any. The registered office of Astral Success Limited and BRIGHTEST SKY LIMITED is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The address of each of Joy Capital Opportunity, L.P., Joy Capital Opportunity GP, L.P., Joy Capital II, L.P., Joy Capital II GP, L.P., Joy Capital III, L.P., Joy Capital III GP, L.P., Joy Capital IV, L.P., Joy Capital IV GP, L.P. and Joy Capital GP, Ltd. Is c/o Harneys Fiduciary (Cayman) Limited, 4^th^ Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The above is based on the Schedule 13D/A filed by Astral Success Limited and certain other filers named therein on January 14, 2025. |

| 125 |

| --- | | (4) | Represents 1,481,732,051 ordinary shares, all of which are directly held by Xin Gao, a British Virgin Islands company wholly owned by Mr. Kun Dai. The registered office of Xin Gao is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. | | --- | --- | | (5) | Represent 9,128,216,447 Class A ordinary shares, comprising of (i) 617,538,082 Class A ordinary shares held by Abundant Glory Investment L.P., (ii) 3,911,092,516 Class A ordinary shares held by Fame Dragon Global Limited, and (iii) 20.2% of the 22,770,226,975 Class A ordinary shares held by Abundant Grace Investment Limited. Eve One Fund II L.P. holds 20.2% voting rights of Abundant Grace Investment Limited. Accordingly, Eve One Fund II L.P. is deemed to be the beneficial owner of 20.2% of the 22,770,226,975 Class A ordinary shares, or 4,599,585,849 Class A ordinary shares, held by Abundant Grace Investment Limited. In addition, Eve One Fund II L.P. is the parent company of Fame Dragon Global Limited. NIO Capital II LLC is the general partner of Eve One Fund II L.P. and Abundant Glory Investment L.P. The registered offices of Abundant Grace Investment Limited and Abundant Glory Investment L.P. are at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The address of Eve One Fund II L.P. is c/o Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman KY1-1002, Cayman Islands. The address of NIO Capital II LLC is Sertus Chambers, Governors Square, Suite #5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands. The above is based on the Schedule 13D/A filed by Abundant Grace Investment Limited and certain other filers named therein on April 2, 2025 as well as subsequent issuance of Class A ordinary shares by us to Fame Dragon in April 2025. |

Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to ten votes per share. Holders of Class A and Class B ordinary shares vote together as one class on all matters subject to a shareholders’ vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. See “Item 10. Additional Information—B. Memorandum and Articles of Association” for a more detailed description of our Class A ordinary shares and Class B ordinary shares.

To our knowledge, as of April 15, 2025, a total of 6,231,550,068 Class A ordinary shares (including 7,393,492 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plans) were held by two record holders in the United States, representing approximately 10.1% of our total outstanding ordinary shares on an as-converted basis. One of these holders is The Bank of New York Mellon, the depositary of our ADS program. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

None.

Item 7.	Major Shareholders and Related Party Transactions
A.	Major Shareholders
---	---

Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

| 126 |

---
---	---

HistoricalContractual Arrangements with Our Variable Interest Entities and Their Shareholders

PRC laws and regulations currently limit foreign ownership of companies that engage in a value-added telecommunications service business or the distribution of media products in China. Due to these restrictions, we operate our relevant business through contractual arrangements between Youxinpai and Yougu, our PRC subsidiaries, Youxin Hulian and Yishouche, the former VIEs, and their respective shareholders. For a description of these contractual arrangements, see “Item 4.C. Information on the Company—Organizational Structure.”

Transactionswith Redrock, TPG, 58.com and other existing shareholders

ConvertibleNote Purchase Agreement

We entered into a convertible note purchase agreement (the “NPA”) with Redrock Holding Investment Limited, TPG Growth III SF Pte. Ltd., 58.com Holdings Inc., ClearVue Uxin Holdings, Ltd., Magic Carpet International Limited and Zhuhai Guangkong Zhongying Industrial Investment Fund (Limited Partnership) (collectively, the “Purchasers”) and Mr. Kun Dai (the “Founder”) on May 29, 2019. Pursuant to the NPA, we issued convertible notes in an aggregate principal amount of US$230 million to the Purchasers through a private placement on June 10, 2019. For a detailed description of the terms of the convertible notes, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Cash flows and working capital.”

Investors’Rights Agreement

In connection with the NPA, we entered into an investors’ rights agreement (the “IRA”) with Redrock Holding Investments Limited, TPG Growth III SF Pte. Ltd., 58.com Holdings Inc. (each a “Key Investor”). Mr. Kun Dai, Xin Gao Group Limited, Gao Li Group Limited and JenCap UX on June 10, 2019.

Pursuant to the IRA, during the three years following the issuance of the notes pursuant to the NPA, which may be extended by another two years if all Key Investors agree to extend (the “Period”), the Company’s board of directors (the “Board”) shall consist of eight directors, among which, subject to certain limitations set forth in the Investors’ Rights Agreement, each of the Key Investors and Mr. Kun Dai shall be entitled to nominate one director, the Key Investors shall be entitled to collectively nominate two independent directors, Mr. Kun Dai shall be entitled to nominate one independent director, and the Board shall appoint the eighth director. Each party to the IRA has agreed that it or he will exercise its or his respective voting rights to (i) elect the directors nominated by each of the Key Investors and Mr. Kun Dai (each a “Director Nominating Party”) to the Board, (ii) remove such director from the Board if the Director Nominating Party so determines, and (iii) replace such director as nominated by the Director Nominating Party in the event of a vacancy. The IRA also provides for certain corporate governance arrangements during the Period.

During the Period, for so long as the Key Investors hold in aggregate no less than 30% of the aggregate principal amount of the 2024 Notes they hold on June 10, 2019, the Board shall maintain an executive committee (the “Executive Committee”) consisting of directors nominated by each of the Key Investors and the Founder, to oversee certain matters of our company.

In addition, during the Period, without the affirmative prior written consent or approval of the required number of Key Investors as provided for in the IRA, we shall not take any actions with respect to certain prescribed matters.

The Founder, Xin Gao Group Limited and Gao Li Group Limited also agreed that during the Period, (i) they will not transfer any of their shares without the prior written consent of each of the Key Investors, and (ii) the Founder shall not and shall cause Xin Gao not to convert any Class B ordinary share of Company held by Xin Gao into Class A ordinary share.

On July 12, 2021, the IRA was terminated and shall have no further effect by way of a termination agreement.

| 127 |

| --- |

Transactionswith 58.com

On July 19, 2022, we issued 183,495,146 Class A ordinary shares to 58.com in exchange for the full release of our obligations to 58.com under the 58.com Notes and certain other historical transactions. These shares were issued at a price equivalent to US$100.3 per ADS (or US$1.03 per ADS prior to the 2022 ADS Ratio Change). The 58.com Notes were extinguished upon such issuance of shares.

Transactionswith NIO Capital and Joy Capital

The second closing for the amounts of US$27.5 million, US$10 million and US$7.5 million were completed in November 2021, March 2022 and June 2022, respectively, pursuant to the financing transaction entered into among us, NIO Capital and Joy Capital in June 2021.

On January 12, 2023, we entered into an amendment agreement with NIO Capital and Joy Capital to extend the expiration date of certain warrants from January 12, 2023 to January 12, 2024, which entitled the warrants holders to subscribe to our convertible preferred shares of up to US$165 million.

Transactionwith NIO Capital

On June 30, 2022, we entered into a definitive agreement, or the 2022 Subscription Agreement, with affiliates of an existing shareholder, NIO Capital, pursuant to which, NIO Capital has agreed to subscribe 714,285,714 senior convertible preferred shares for an aggregate amount of US$100 million, which will be paid in multiple installments. The 714,285,714 senior convertible preferred shares were issued on July 27, 2022 in connection with the closing. Pursuant to the then-effective certificate of designation of senior convertible preferred shares of our company, the issuance of the senior convertible preferred shares on July 27, 2022 in connection with the closing of the foregoing transaction has led to an reduction in the conversion price, from US$0.3433 per Class A ordinary share to US$0.14 per Class A ordinary share, of the senior convertible preferred shares issued pursuant to the 2021 Subscription Agreement we entered into with certain investors in June 2021 and then outstanding. The fair value impact of the triggered down round feature amounted to RMB755.6 million and was recorded as a charge to accumulated deficit and a credit to additional-paid in capital.

On April 4, 2023, we and NIO Capital entered into certain additional agreements in connection with the 2022 Subscription Agreement. Pursuant to these agreements: (i) the payment method of such outstanding purchase price was modified to permit a combination of cash payment and cancellation of indebtedness of us to NIO Capital; and (ii) the then outstanding purchase price of US$81.6 million under the 2022 Subscription Agreement was partially offset by the cancellation and discharge by NIO Capital of our obligations under the 2024 Notes totaling US$61.6 million that NIO Capital assigned from Redrock Holding Investments Limited, TPG Growth III SF Pte. Ltd. and Magic Carpet International Limited in April 2023. For a detailed description of the terms of the 2024 Notes, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Cash flows and working capital.” As of the date of this transition report, NIO Capital has fulfilled its obligation in an aggregate amount of US$90.6 million of the outstanding purchase price, and we and NIO Capital have mutually agreed that NIO Capital will fulfill its payment obligations by June 30, 2025 regarding the outstanding purchase price of US$9.4 million

Transactionwith Joy Capital and Alpha

In June 2023, we have entered into a definitive agreement with Alpha and Joy Capital, regarding the warrants issued by the Company to NIO Capital and Joy Capital in 2021. Pursuant to the foregoing definitive agreement and certain assignments of warrants among Alpha, NIO Capital and Joy Capital, Alpha acquired from NIO Capital and Joy Capital the right to purchase up to 261,810,806 senior convertible preferred shares of the Company at a modified exercise price of US$0.0457 per share. Joy Capital only assigned a portion of its warrants under this amended agreement. Alpha and Joy Capital (either together or separately) are entitled to, at their discretion, exercise the respective warrants in full to subscribe for a total of 480,629,186 senior convertible preferred shares of the Company in an aggregate amount of US$21,964,754 no later than September 30, 2023. On August 17, 2023, Joy Capital has exercised its warrants to purchase 218,818,380 senior convertible preferred shares of our company at an exercise price of US$0.0457 per share for a total consideration of US$10.0 million. The warrants to purchase 261,810,806 senior convertible preferred shares held by Alpha were subsequently terminated.

| 128 |

| --- |

Transactionwith Xin Gao

On March 18, 2024, we entered into a term sheet with Xin Gao and NC Fund regarding the financing in an aggregate amount of approximately US$34.8 million at a subscription price of US$0.004858 per share. On March 26, 2024, we and Xin Gao entered into a share subscription agreement for, and completed on the same day, the issuance of 1,440,922,190 senior convertible preferred shares to Xin Gao for a total consideration of US$7.0 million. On March 27, 2024, by virtue of the consents of the requisite holders of senior convertible preferred shares, the 1,440,922,190 senior convertible preferred shares issued to Xin Gao on March 26, 2024 were converted into 1,440,922,190 Class A ordinary shares, and all the other senior convertible preferred shares then issued and outstanding were also converted into Class A ordinary shares at the applicable conversion prices. As Xin Gao is controlled by Mr. Kun Dai, the Chairman of the Board of Directors and chief executive officer of Company and the fair value of the senior convertible preferred shares is higher than the consideration received from Xin Gao, a share-based compensation expense of US$4.0 million (equivalent to RMB28.7 million) equal to the difference between the fair value of the preferred shares issued and the consideration received was recorded in general and administrative expenses in March 2024.

Transactionwith Mr. Kun Dai

On February 22, 2024, we entered into a one-year loan agreement with Mr. Kun Dai, pursuant to which we borrowed RMB7.0 million from Mr. Kun Dai at an annual interest rate of 6%. As of December 31, 2024, the remaining balance of the loan is RMB1.0 million, and it is recorded as short-term borrowing from related party.

Transactionwith Fame Dragon

On March 4, 2025, we and Fame Dragon, an investment vehicle of NIO Capital, entered into a share subscription agreement, 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. The closings of the subscription are subject to customary closing conditions. On March 4, 2025 and upon the closing of the share subscription agreement with Fame Dragon, we and Fame Dragon entered into a registration rights agreement with respect to the Class A ordinary shares and American depositary shares representing Class A ordinary shares issuable to Fame Dragon. The registration rights agreement grants the Fame Dragon customary shelf and piggyback registration rights.

Transaction with Pintu Beijing and Lightwind

EmploymentAgreements and Indemnification Agreements

See “Item 6. Directors, Senior Management and Employees—B. Compensation.”

ShareIncentives

See “Item 6. Directors, Senior Management and Employees—B. Compensation.”

C.	Interests of Experts and Counsel

Not applicable.

Item 8.	Financial Information
A.	Consolidated Statements and Other Financial Information
---	---

We have appended consolidated financial statements filed as part of this transition report.

| 129 |

| --- |

LegalProceedings

We and certain of our current and former officers and directors were named as defendants in two putative securities class actions. Both cases were purportedly brought on behalf of a class of persons who allegedly suffered damages as a result of alleged misstatements and omissions in certain disclosure documents in connection with our initial public offering in June 2018.

The first case, In re Uxin Limited Securities Litigation, Index No. 650427/2019 (Sup. Ct. N.Y. Cty.), consolidated six complaints filed in the Supreme Court of the State of New York in January 2019. A Consolidated Amended Complaint was filed on August 5, 2019, and on March 9, 2020, the Court granted in part and denied in part our motion to dismiss. The second case, Machniewicz v. Uxin Limited et al, Case No. 1:19-cv-00822 (E.D.N.Y.), was filed in the United States District Court for the Eastern District of New York on February 11, 2019. On April 23, 2021, we settled the two cases for a total sum of US$9.5 million approved by court, out of which US$6.5 million were covered by our insurance policy and we made a contribution for US$3.0 million. For risks and uncertainties relating to the pending cases against us, please see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We were named as a defendant in two putative shareholder class action lawsuits in the past that could have a material adverse impact on our business, financial condition, results of operation, cash flows and reputation.”

We are also subject to ongoing contractual disputes and other proceedings in the PRC and may be subject to other legal or administrative claims and proceedings arising in the ordinary course of business. Litigations or any other legal or administrative proceedings, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may be subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, our business, results of operations and financial condition could be materially and adversely affected.”

DividendPolicy

Our board of directors has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of directors. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We have not declared or paid any dividends on our ordinary shares, nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the Cayman Islands. We may rely on dividends from our subsidiaries in China for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange—Regulations on Dividend Distribution.” If we pay any dividends on our ordinary shares, we will pay those dividends which are payable in respect of the ordinary shares underlying our ADSs to the depositary, as the registered holder of such ordinary shares, and the depositary then will pay such amounts to the ADS holders in proportion to ordinary shares underlying the ADSs held by such ADS holders, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Item 12. Description of Securities Other than Equity Securities—D. American Depositary Shares.” Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

B.	Significant Changes

Except as disclosed elsewhere in this transition report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this transition report.

| 130 |

---
---	---
A.	Offer and Listing Details
---	---

Our ADSs, each representing three of our Class A ordinary shares, have been listed on Nasdaq since June 27, 2018. Our ADSs trade under the symbol “UXIN.”

B.	Plan of Distribution

Not applicable.

C.	Markets

Our ADSs have been listed on Nasdaq since June 27, 2018 under the symbol “UXIN.”

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

Item 10.	Additional Information
A.	Share Capital
---	---

Not applicable.

B.	Memorandum and Articles of Association

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Act (As Revised) of the Cayman Islands, which is referred to as the Companies Act below, and the common law of the Cayman Islands.

Memorandumand Articles of Association and Ordinary Shares

The following are summaries of material provisions of our current memorandum and articles of association, insofar as they relate to the material terms of our ordinary shares.

RegisteredOffice and Objects

Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited at P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as our board of directors may from time to time decide. The objects for which our company is established are unrestricted and we have full power and authority to carry out any object not prohibited by the Companies Act, as amended from time to time, or any other law of the Cayman Islands.

Boardof Directors

See “Item 6. Directors, Senior Management and Employees—C. Board Practices.”

| 131 |

| --- |

OrdinaryShares

Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. Holders of our Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Our ordinary shares are issued in registered form and are issued when registered in our register of shareholders. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.

Conversion

Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon (i) any direct or indirect sale, transfer, assignment or disposition of Class B ordinary shares by a holder thereof or the direct or indirect transfer or assignment of the voting power attached to such Class B ordinary shares through voting proxy or otherwise to any person or entity that is not an Affiliate (as defined in our memorandum and articles of association) of such holder, or (ii) the direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, a holder of Class B ordinary shares that is an entity to any person that is not an Affiliate of such holder, such Class B ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares.

Dividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors, subject to our memorandum and articles of association. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend shall exceed the amount recommended by our directors. Under the laws of the Cayman Islands, our company may declare and pay a dividend only out of funds legally available, namely out of either our profit or share premium account, provided that in no circumstances may a dividend be paid if, immediately after this payment, this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Dividends received by each Class B ordinary share and Class A ordinary share in any dividend distribution shall be the same.

VotingRights

Our Class A ordinary shares and Class B ordinary shares and our senior convertible preferred shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law or provided for in our memorandum and articles of association. In respect of matters requiring shareholders’ vote, each Class A ordinary share is entitled to one vote, each Class B ordinary share is entitled to ten votes, and each senior convertible preferred share is entitled to that number of votes equal to the largest number of whole Class A ordinary shares into which each such senior convertible preferred share could be converted. There are currently no senior convertible preferred shares issued or outstanding. Voting at any shareholders’ meeting is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any shareholder who holds not less than 10% of the votes attaching to the total shares which are present in person or by proxy at the meeting.

An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Act and our memorandum and articles of association. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association. Holders of our shares may, among other things, divide or combine all or any of our company’s share capital by ordinary resolution.

| 132 |

| --- |

GeneralMeetings of Shareholders

As a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.

Shareholders’ general meetings may be convened by the chairman of our board of directors or by a resolution passed by a majority of our board of directors. Advance notice of at least seven (7) calendar days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of at least one shareholder holding shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to the issued and outstanding shares in our company entitled to vote at general meetings, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Holders of our senior convertible preferred shares shall be included for the purposes of determining whether the quorum requirement is satisfied.

The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our memorandum and articles of association provide that upon the requisition of shareholders representing in aggregate not less than a majority of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, our board is obliged to call an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

Transferof Ordinary Shares

Subject to the restrictions in our memorandum and articles of association as set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

●	the<br> instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other<br> evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
●	the<br> instrument of transfer is in respect of only one class of ordinary shares;
●	the<br> instrument of transfer is properly stamped, if required; and
●	in<br> the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed<br> four.
●	a<br> fee of such maximum sum as the Nasdaq Stock Market LLC may determine to be payable or such lesser sum as our directors may from time<br> to time require is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required of the Nasdaq Stock Market LLC, be suspended and our register of members closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor our register of members closed for more than 30 days in any year as our board may determine.

| 133 |

| --- |

Liquidation

On a return of capital or the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to the par value of the shares held by them.

Callson Shares and Forfeiture of Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption,Repurchase and Surrender of Shares

We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined by our board of directors or by the shareholders by special resolution. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors or by an ordinary resolution of our shareholders. Under the Companies Act, the redemption or repurchase of any share may be paid out of our Company’s profits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding or (c) if our company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

Variationsof Rights of Shares

If at any time, our share capital is divided into different classes or series of shares, the rights attached to any class or series of shares (subject to any rights or restrictions for the time being attached to any class or series), may only be materially adversely varied with the consent in writing of the holders of all of the issued shares of that class or series or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of that class or series. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially adversely varied by the creation, allotment or issue of further shares ranking paripassu with or subsequent to such existing class of shares, or the redemption or purchase of any shares of any class by our company. The rights of the holders of our shares shall not be deemed to be materially adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.

Issuanceof Additional Shares

Our memorandum and articles of association authorize our board of directors to issue additional Class A ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares.

| 134 |

| --- |

Our memorandum and articles of association also authorize our board of directors to authorize the division of our shares into any number of classes and the different classes shall be authorized, established and designated (or re-designated as the case may be), and the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different classes may be fixed and determined by our board of directors. Our directors may issue shares with such preferred or other rights, all or any of which may be greater than the rights of our ordinary shares, at such time and on such terms as they may think appropriate. Our directors may issue from time to time one or more series of preferred shares in their absolute discretion and without approval of our shareholders, and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:

●	the<br> designation of the series;
●	the<br> number of shares of the series;
●	the<br> dividend rights, dividend rates, conversion rights, voting rights; and
●	the<br> rights and terms of redemption and liquidation preferences.

Issuance of preferred shares may dilute the voting power of holders of Class A ordinary shares.

Inspectionof Books and Records

Holders of our Class A ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our register of members or our corporate records (other than our memorandum and articles of association, special resolutions passed by our shareholders, and our register of mortgages and charges). However, we will provide our shareholders with annual audited financial statements. Under Cayman Islands law, the names of current directors can be obtained from a search conducted at the Registrar of Companies in the Cayman Islands.

Anti-TakeoverProvisions

Some provisions of our memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:

●	authorize<br> our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges<br> and restrictions of such preferred shares without any further vote or action by our shareholders; and
●	limit<br> the ability of shareholders to requisition and convene general meetings of shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

ExemptedCompany

We are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

●	does<br> not have to file an annual return of its shareholders with the Registrar of Companies;
●	is<br> not required to open its register of members for inspection;
●	does<br> not have to hold an annual general meeting;
●	may<br> issue negotiable or bearer shares or shares with no par value;

| 135 |

| --- | | ● | may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 30 years in the first instance); | | --- | --- | | ● | may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands; | | ● | may register as a limited duration company; and | | ● | may register as a segregated portfolio company. |

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of our company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Changesin Capital

Our shareholders may from time to time by ordinary resolution:

●	increase<br> our share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;
●	consolidate<br> and divide all or any of our share capital into shares of a larger amount than our existing shares;
●	sub-divide<br> our existing shares, or any of them into shares of a smaller amount, provided that in the subdivision the proportion between the<br> amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the<br> reduced share is derived; or
●	cancel<br> any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish<br> the amount of our share capital by the amount of the shares so cancelled.

Our shareholders may by special resolution, subject to confirmation by the Grand Court of the Cayman Islands on an application by our company for an order confirming such reduction, reduce our share capital or any capital redemption reserve in any manner permitted by law.

Registerof Members

Under Companies Act, we must keep a register of members and there should be entered therein:

●

the names and addresses of the members, together with a statement of the shares held by each member, and such statement shall confirm (i) of the amount paid or agreed to be considered as paid, on the shares of each member, (ii) the number and category of shares held by each member, and (iii) whether each relevant category of shares held by a member carries voting rights under the articles of association of the company, and if so, whether such voting rights are conditional;

●

the date on which the name of any person was entered on the register as a member; and

●

the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members should be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. The shareholders recorded in our register of members are deemed to have legal title to the shares set against their name in the register of members.

| 136 |

| --- |

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our company itself) may apply to the Grand Court of the Cayman Islands for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

C.	Material Contracts

Other than in the ordinary course of business and other than those described in this item, “Item 4. Information on the Company” or “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” or elsewhere in this transition report, we have not entered into any material contract during the two years immediately preceding the date of this transition report.

CertainAgreements with GIC

In October 2020, we entered into a series of agreements with GIC Private Limited in connection with a private placement. Set forth below is a summary of certain of the agreements.

ShareSubscription Agreement. On October 5, 2020, we entered into a share subscription agreement with GIC, pursuant to which GIC subscribed for 50,813,008 of our newly issued Class A ordinary shares for an amount of US$15 million. GIC also agreed, for a period of 180 days commencing from the closing date, not to transfer, sell or dispose of any of the newly subscribed shares except to its affiliates.

RegistrationRights Agreement. On October 8, 2020, we entered into a registration rights agreement with GIC, pursuant to which, on or no later than three business days after (i) the date of the filing of the annual report on Form 20-F for the fiscal year ended March 31, 2021 and (ii) July 31, 2021, we shall prepare and file with the SEC a registration statement on Form F-3 for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act. GIC also has piggyback registration rights.

ShareSubscription Agreement with Wells Fargo

On October 5, 2020, we entered into a share subscription agreement with Wells Capital Management, Inc., pursuant to which Wells Fargo subscribed for 33,879,831 of our newly issued Class A ordinary shares for an amount of US$10 million. Wells Fargo also agreed, for a period of 180 days commencing from the closing date, not to transfer, sell or dispose of any of the newly subscribed shares with limited exceptions.

CertainAgreements with NIO Capital and Joy Capital

In June 2021, we entered into a share purchase agreement with, and issued warrants to, Abundance Grace Investment Limited, an affiliate of NIO Capital, and Astral Success Limited, an affiliate of Joy Capital, in connection with a financing transaction.

ShareSubscription Agreement. On June 14, 2021, we entered into a share subscription agreement with NIO Capital and Joy Capital. Pursuant to the share subscription agreement, NIO Capital and Joy Capital agreed to subscribe for 436,935,624 of our newly issued senior convertible preferred shares for an aggregate amount of US$150 million. On July 12, 2021, the first closing was completed for an aggregate amount of US$100 million for the issuance of 291,290,416 senior convertible preferred shares. The second closing in the amount of US$27.5 million and US$10 million US$7.5 million was completed for the issuance of 80,104,865, 29,129,042 and 21,846,781 senior convertible preferred shares in November 2021, March 2022 and June 2022, respectively. Each of NIO Capital and Joy Capital also agreed, for a period of 180 days commencing from July 12, 2021, not to transfer, sell or dispose of any of the newly subscribed shares with limited exceptions. In July 2022, NIO Capital assigned its rights and obligations to subscribe for 14,564,520 senior convertible preferred shares under the second closing for the total price of US$5 million to an independent third party. On the same day, we issued 14,564,520 senior convertible preferred shares to the third party and the second closing of the transaction was completed.

| 137 |

| --- |

Warrant. On July 12, 2021, we issued warrants to each of NIO Capital and Joy Capital. Pursuant to the warrants, each of NIO Capital and Joy Capital has the right to purchase up to 240,314,593 senior convertible preferred shares with an exercise price of US$0.3433, exercisable, at the option of the holder, at any time and from time to time on or prior to 5 p.m. (New York City time) of January 12, 2023.

In June 2022, we entered into a share subscription agreement, or the 2022 Subscription Agreement, with Abundance Grace Investment Limited, an affiliate of NIO Capital, in connection with another round of financing transaction.

ShareSubscription Agreement. On June 30, 2022, we entered into a share subscription agreement with NIO Capital, or the 2022 Subscription Agreement, pursuant to which NIO Capital agreed to subscribe for 714,285,714 of our newly issued senior convertible preferred shares for an aggregate amount of US$100 million, which will be paid in multiple installments. The 714,285,714 senior convertible preferred shares were issued on July 27, 2022 in connection with the closing. Pursuant to the then-effective certificate of designation of senior convertible preferred shares of our company, the issuance of the senior convertible preferred shares on July 27, 2022 in connection with the closing of the foregoing transaction has led to an reduction in the conversion price, from US$0.3433 per Class A ordinary share to US$0.14 per Class A ordinary share, of the senior convertible preferred shares issued pursuant to the 2021 Subscription Agreement we entered into with certain investors in June 2021 and then outstanding. The fair value impact of the triggered down round feature amounted to RMB755.6 million and was recorded as a charge to accumulated deficit and a credit to additional-paid in capital.

Set forth below is a summary of certain other agreements in connection with the above transactions.

Amendedand Restated Investors’ Rights Agreement. On July 27, 2022, we entered into an investors’ rights agreement with NIO Capital and Joy Capital, which amended and restated the investor’s rights agreement on July 12, 2021. Pursuant to the amended and restated investors’ rights agreement, NIO Capital and Joy Capital enjoy certain information rights, co-sale rights and rights of first refusal. In addition, they agreed to certain lock-up and transfer restrictions. During the lock-up period, upon the occurrence of certain events, the 40,809,861 Class B ordinary shares beneficially owned by Mr. Kun Dai will be automatically converted into an equal number of Class A ordinary shares.

VotingAgreement. On July 27, 2022, we entered into an additional voting agreement with NIO Capital and Joy Capital, pursuant to which, each of NIO Capital and Joy Capital is entitled to nominate one director of our company under certain conditions. In addition, NIO Capital and Joy Capital are entitled to jointly nominate two independent directors of our company under certain conditions. Mr. Kun Dai is entitled to nominate one director and one independent director under certain conditions.

RegistrationRights Agreement. On July 27, 2022, we entered into a registration rights agreement with NIO Capital. Pursuant to the registration rights agreement, on or no later than three business days after the earlier of (i) the date of the filing of the annual report on Form 20-F for the fiscal year ended March 31, 2022 and (ii) July 31, 2022, we shall prepare and file with the SEC a registration statement on Form F-3 for an offering of registrable securities to be made on a continuous basis pursuant to Rule 415 under the Securities Act. NIO Capital also has piggyback registration rights under this registration rights agreement.

AmendmentAgreement. On January 12, 2023, we entered into an amendment agreement with Abundance Grace Investment Limited, an affiliate of NIO Capital, and Astral Success Limited, an affiliate of Joy Capital, to extend the expiration date of certain warrants issued in the share purchase agreement entered into in June 2021 from January 12, 2023 to January 12, 2024, which entitled the warrants holders to subscribe to our convertible preferred shares of up to US$165 million.

SupplementaryAgreement. On April 4, 2023, we and NIO Capital entered into a Supplementary Agreement and certain other ancillary agreement, pursuant to which the payment method of purchase price payable under the 2022 Subscription Agreement is revised to permit a combination of cash payment and cancellation of indebtedness of us to NIO Capital. NIO Capital fulfilled its obligations to pay a portion of the remaining outstanding purchase price for its subscription of senior convertible preferred shares of us under the 2022 Subscription Agreement, based on further agreed-upon schedule.

| 138 |

| --- |

WarrantAmendment. On June 30, 2023, we have entered into a definitive agreement with Alpha and Joy Capital, or 2023 Warrant Amendment, regarding the warrants issued by the Company to NIO Capital and Joy Capital in 2021. Pursuant to the foregoing definitive agreement and certain assignments of warrants among Alpha, NIO Capital and Joy Capital, Alpha acquired warrants from NIO Capital and Joy Capital which provide the right to purchase up to 261,810,806 senior convertible preferred shares of the Company at a modified exercise price of US$0.0457 per share. Joy Capital only assigned a portion of its warrants under this amended agreement. Alpha and Joy Capital are entitled to, at their discretion, exercise their respective warrants in full to subscribe for a total of 480,629,186 senior convertible preferred shares of the Company in an aggregate amount of US$21,964,754 no later than September 30, 2023. On August 17, 2023, Joy Capital has exercised its warrants to purchase 218,818,380 senior convertible preferred shares of our company at an exercise price of US$0.0457 per share for a total consideration of US$10.0 million. The warrants to purchase 261,810,806 senior convertible preferred shares held by Alpha were subsequently terminated.

CertainAgreements with Xin Gao

ShareSubscription Agreement. On March 26, 2024, we and Xin Gao entered into a share subscription agreement for, and completed on the same day, the issuance of 1,440,922,190 senior convertible preferred shares, or the 2024 Subscription Agreement, to Xin Gao for a total consideration of US$7.0 million.

Investors’Rights Agreement. On March 26, 2024 and upon the completion of the share issuance to Xin Gao (the “Xin Gao Closing”), we, Mr. Kun Dai, Xin Gao and certain other holders of senior convertible preferred shares entered into an amended and restated investors’ rights agreement, which superseded and replaced the investors’ rights agreement in effect prior to the Xin Gao Closing. Such investors’ rights agreement sets forth certain rights and restrictions of the senior convertible preferred shares acquired by Xin Gao, including that holders of such shares have a right to participate in our new financing and that such shares are subject to a one-year lock-up and a right of first refusal of certain holders of senior convertible preferred shares.

VotingAgreement. On March 26, 2024 and upon the Xin Gao Closing, we, Kun Dai, Xin Gao and certain other holders of senior convertible preferred shares entered into an amended and restated voting agreement, which superseded and replaced the voting agreement in effect prior to the Xin Gao Closing. Such voting agreement sets the shareholding requirement for director nomination right of Astral Success Limited (“Astral”) and NIO Capital at a certain number of Class A ordinary shares (which number was derived based on the previous threshold number of senior convertible preferred shares and the conversion ratio applicable upon the Xin Gao Closing). The composition of the board under such voting agreement otherwise remains unchanged, i.e., subject to the limitations set forth in such voting agreement, Astral, NIO Capital and Kun Dai shall each be entitled to nominate one director, Astral and NIO Capital shall be collectively entitled to nominate two independent directors and Mr. Kun Dai or the board shall be entitled to appoint the third independent director.

RegistrationRights Agreement. On March 26, 2024 and upon the Xin Gao Closing, we and Xin Gao entered into a registration rights agreement with respect to the Class A ordinary shares and American depositary shares representing Class A ordinary shares issuable to Xin Gao upon conversion of the senior convertible preferred shares. The registration rights agreement grants the Xin Gao customary shelf and piggyback registration rights.

CertainAgreements with Dida

ShareSubscription Agreement. On November 4, 2024, we and Lightwind, an indirect wholly-owned subsidiary of Dida, entered into a share subscription agreement pursuant to which we agreed to issue and sell, and Lightwind agreed to subscribe for 1,543,845,204 Class A ordinary shares of our Company for an aggregate subscription amount of US$7.5 million, based on a subscription price of US$0.004858 per share.

LoanAgreement. On September 12, 2024, we and Pintu Beijing, an indirect wholly-owned subsidiary of Dida, entered into a loan agreement in a principal amount of RMB equivalent of US$7.5 million to Youxin Anhui.

| 139 |

| --- |

CertainAgreements with Fame Dragon

ShareSubscription Agreement. On March 4, 2025, we and Fame Dragon entered into a share subscription agreement, 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. The closings of the subscription are subject to customary closing conditions.

RegistrationRights Agreement. On March 4, 2025 and upon the closing of the share subscription agreement with Fame Dragon, we and Fame Dragon entered into a registration rights agreement with respect to the Class A ordinary shares and American depositary shares representing Class A ordinary shares issuable to Fame Dragon. The registration rights agreement grants the Fame Dragon customary shelf and piggyback registration rights.

D.	Exchange Controls

See “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Relating to Foreign Exchange.”

E.	Taxation

The following summary of the principal Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this transition report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the People’s Republic of China and the United States.

CaymanIslands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us or our shareholders levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our ordinary shares and ADSs will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our ordinary shares or the ADSs, nor will gains derived from the disposal of our ordinary shares or the ADSs be subject to Cayman Islands income or corporation tax.

People’sRepublic of China Taxation

Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within the PRC is considered a resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control over and overall management of the business, productions, personnel, accounts and properties of an enterprise. In April 2009, the State Administration of Taxation issued a circular, known as Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China only if all of the following conditions are met: (i) the primary location of the day-to-day operational management is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC.

| 140 |

| --- |

We believe that Uxin Limited is not a PRC resident enterprise for PRC tax purposes. Uxin Limited is not controlled by a PRC enterprise or PRC enterprise group and we do not believe that Uxin Limited meets all of the conditions above. Uxin Limited is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. For similar reasons, we believe our other entities outside of China are not PRC resident enterprises either. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” There can be no assurance that the PRC government will ultimately take a view that is consistent with us.

If the PRC tax authorities determine that Uxin Limited is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of the ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to a 10% PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are deemed to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% which in the case of dividends may be withheld at source. Any PRC tax liability may be reduced by an applicable tax treaty. However, it is also unclear whether non-PRC shareholders of Uxin Limited would be able to obtain the benefits of any tax treaties between their country of tax residence and the PRC in the event that Uxin Limited is treated as a PRC resident enterprise.

Provided that our Cayman Islands holding company, Uxin Limited, is not deemed to be a PRC resident enterprise, holders of our ADSs and ordinary shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized from the sale or other disposition of our shares or the ADSs. SAT Public Notice 7 further clarifies that, if a non-resident enterprise derives income by acquiring and selling shares in an offshore listed enterprise in the public market, such income will not be subject to PRC tax. In addition, SAT Public Notice 37 provided certain key changes to the previous withholding regime, such as (i) the withholding obligation for a non-resident enterprise deriving dividend arises on the date on which the payment is actually made rather than on the date of the resolution that declared the dividends, (ii) non-resident enterprises are not obligated to report tax to relevant authorities if their withholding agents fail to perform the withholding obligation is removed. However, there is uncertainty as to the application of SAT Public Notice 37 and SAT Public Notice 7, we and our non-PRC resident investors may be at risk of being required to file a return and being taxed under SAT Public Notice 37 and SAT Public Notice 7 and we may be required to expend valuable resources to comply with SAT Public Notice 37 and SAT Public Notice 7 or to establish that we should not be taxed under SAT Public Notice 37 and SAT Public Notice 7. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC shareholders.”

UnitedStates Federal Income Taxation

The following discussion is a summary of material U.S. federal income tax considerations generally applicable to the ownership and disposition of the ADSs or Class A ordinary shares by a U.S. Holder (as defined below) that holds the ADSs or Class A ordinary shares as “capital assets” (generally, property held for investment) under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between the PRC and the United States (the “Treaty”), all as of the date hereof, any of which is subject to differing interpretations or change, possibly with retroactive effect. This discussion, moreover, does not address U.S. federal estate or gift tax considerations, any minimum tax considerations, the Medicare tax on certain net investment or any state, local and non-U.S. tax considerations. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

●	banks<br> and other financial institutions;
●	insurance<br> companies;
●	pension<br> plans;
●	cooperatives;

| 141 |

| --- | | ● | regulated investment companies; | | --- | --- | | ● | real estate investment trusts; | | ● | broker-dealers; | | ● | traders that elect to use a mark-to-market method of accounting; | | ● | certain former U.S. citizens or long-term residents; | | ● | tax-exempt entities, “individual retirement accounts” or “Roth IRAs”; | | ● | persons who acquired their ADSs or Class A ordinary shares pursuant to any employee share option or otherwise as compensation; | | ● | persons that hold their ADSs or Class A ordinary shares as part of a straddle, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes; | | ● | persons that have a functional currency other than the U.S. dollar; | | ● | persons that actually or constructively own 10% or more of the total combined voting power or value of our stock; or | | ● | partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ADSs or Class A ordinary shares through such entities, |

all of whom may be subject to tax rules that differ significantly from those discussed below.

Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S. and other tax considerations of the ownership and disposition of the ADSs or Class A ordinary shares.

For purposes of this discussion, a “U.S. Holder” is a person that is, for U.S. federal income tax purposes, a beneficial owner of our ADSs or Class A ordinary shares and:

●	a<br> citizen or individual resident of the United States;
●	a<br> corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created in, or organized under the law<br> of the United States, any state therein or the District of Columbia; or
●	an<br> estate or trust the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of the ADSs or Class A ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding the ADSs or Class A ordinary shares and their partners are urged to consult their tax advisors regarding an investment in the ADSs or Class A ordinary shares.

| 142 |

| --- |

PassiveForeign Investment Company Considerations

If we are a PFIC for any year during which a U.S. Holder holds our ADSs or Class A ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ADSs or Class A ordinary shares even if we cease to meet the threshold requirements for PFIC status. As noted above, we believed we were a PFIC for our taxable year ended December 31, 2019. If we were a PFIC for 2019, we will generally continue to be treated as a PFIC with respect to a U.S. Holder that owns ADSs or Class A ordinary shares that such U.S. Holder owned during any portion of 2019, even if we are not a PFIC for any other taxable year, unless the U.S. Holder made or makes a “deemed sale” election with respect to our ADSs or Class A ordinary shares. Under a deemed sale election, the U.S. Holder will be deemed to have sold such ADSs or Class A ordinary shares at their fair market value and any gain recognized on such deemed sale will be treated as an “excess distribution,” as described below. As a result of this election, the U.S. Holder will have additional basis (to the extent of any gain recognized in the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the ADSs or Class A ordinary shares. U.S. Holders that owned our ADSs or Class A ordinary shares in 2019 are urged to consult their tax advisors regarding the potential application of the deemed sale election rules to their particular circumstances.

If we are a PFIC for any taxable year during which a U.S. Holder owns our ADSs or Class A ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules that have a penalizing effect, generally regardless of whether we remain a PFIC, on (i) any excess distributions that we make to the U.S. Holder (which generally means any distributions paid during a taxable year to a U.S. Holder to the extent greater than 125 percent of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ADSs or Class A ordinary shares), and (ii) any gain realized on the sale or other disposition of ADSs or Class A ordinary shares. Under the PFIC rules:

●	such<br> excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinary<br> shares;

| 143 |

| --- | | ● | the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we become a PFIC (each, a “pre-PFIC year”), will be taxable as ordinary income; | | --- | --- | | ● | the amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and | | ● | an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |

If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares and any of our subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are urged to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock. The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable Treasury regulations. Our ADSs, but not our Class A ordinary shares, are traded on the Nasdaq Global Select Market, which is a qualified exchange for these purposes. However, a mark-to-market election will not be available if our ADSs are delisted from the Nasdaq Global Select Market and are not listed on any other qualified exchange or if our stock is not regularly traded on a qualified exchange. See “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 Holding Foreign Companies Accountable Act, or the HFCAA, if the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” Over-the-counter quotation systems are not qualified exchanges for these purposes. If a U.S. Holder makes this election with respect to the ADSs, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss in each such taxable year the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of the ADSs and we cease to be a PFIC, the U.S. Holder will not be required to take into account the gain or loss described above during any period that we are not a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of the ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election, with any excess treated as capital loss.

There is no provision in the Code, Treasury regulations or other official guidance that would permit U.S. Holders to make a mark-to-market election for any lower-tier PFICs that we may own, the shares of which are not regularly traded. Therefore, a U.S. Holder may continue to be subject to the PFIC rules with respect to such U.S. Holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

If we are a PFIC (or with respect to a particular U.S. Holder are treated as a PFIC) for a taxable year of ours in which we pay a dividend or for the prior taxable year, the favorable tax rate described below with respect to “qualified dividend income” paid to certain non-corporate U.S. Holders will not apply.

We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

If a U.S. Holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the U.S. Holder must generally file an annual report containing such information as the United States Treasury Department may require. Each U.S. Holder should consult its tax advisor regarding the U.S. federal income tax consequences of owning and disposing of the ADSs or Class A ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.

| 144 |

| --- |

Dividends

The following discussion is subject to the discussion under “—Passive Foreign Investment Company Considerations” above.

Any cash distributions (including the amount of any PRC tax withheld) paid on the ADSs or Class A ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, it is expected that any distributions we pay will be reported by financial intermediaries to U.S. Holders as dividends. The amount of any dividend income paid in non-U.S. currency will be the U.S. dollar amount calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the amount received. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Dividends will not be eligible for a dividends-received deduction. Subject to applicable limitations, dividends paid on our ADSs to certain non-corporate U.S. investors may be taxable at the favorable rates applicable to long-term capital gains for so long as our ADSs are listed on the Nasdaq Global Select Market or if in the future we are eligible for benefits under the Treaty. There can be no assurance that our ADSs will remain listed on the Nasdaq Global Select Market in the future. See “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 Holding Foreign Companies Accountable Act, or the HFCAA if the PCAOB is unable to inspect or investigate completely auditors located in China for two consecutive years. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” However, as described above the favorable rate does not apply if we are (or are treated with respect to a U.S. Holder as) a PFIC, for the year the dividend is paid or the preceding year. Non-corporate U.S. Holders should consult their tax advisors to determine whether the favorable rate will apply to dividends they receive and whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.

In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation”), a U.S. Holder may be subject to PRC withholding taxes on dividends paid on the ADSs or Class A ordinary shares. In this event, it is unclear whether U.S. Holders would be entitled to claim benefits under the Treaty. For U.S. foreign tax credit purposes, dividends paid on the ADSs or Class A ordinary shares generally will be treated as income from foreign sources. Subject to applicable limitations, which vary depending upon the U.S. Holder’s circumstances, and the discussion below regarding certain Treasury regulations, PRC taxes withheld from dividend payments (at a rate not exceeding any applicable Treaty rate, if you are eligible for Treaty benefits) would be creditable against a U.S. Holder’s U.S. federal income tax liability. Treasury regulations provide that, in the absence of an election to apply the benefits of an applicable income tax treaty, in order for foreign income taxes to be creditable, the relevant foreign income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the PRC income tax system meets these requirements. However, the Internal Revenue Service (the “IRS”) released notices that provide relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). If a U.S. Holder does not elect to claim a foreign tax credit, such holder may be able to instead claim a deduction for U.S. federal income tax purposes in respect of such withholding, but only for a year in which such holder elects to do so for all otherwise creditable foreign income taxes. The rules governing foreign tax credits are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

| 145 |

| --- |

Sale or Other Disposition

The following discussion is subject to the discussion under “—Passive Foreign Investment Company Considerations” above.

A U.S. Holder will generally recognize gain or loss upon the sale or other disposition of our ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the U.S. Holder’s adjusted tax basis in such ADSs or Class A ordinary shares. The gain or loss will generally be capital gain or loss. Individuals and other non-corporate U.S. Holders who have held the ADS or Class A ordinary shares for more than one year will generally be eligible for reduced tax rates. The deductibility of a capital loss may be subject to limitations.

As described in “Item 10. Additional Information—E. Taxation—People’s Republic of China Taxation,” if we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law, gains from the disposition of the ADSs or Class A ordinary shares may be subject to PRC income tax. In this event, it is unclear whether U.S. Holders would be entitled to claim benefits under the Treaty. Under the Code, capital gains of U.S. persons are generally treated as U.S. source income. However, if a U.S. Holder is eligible for the benefits of the Treaty, such holder may be able to elect to treat such gain as PRC source income under the Treaty and claim a foreign tax credit in respect of any PRC taxes on such disposition gains. Pursuant to certain Treasury regulations, however, if a U.S. Holder is not eligible for the benefits of the Treaty or does not elect to apply the Treaty, then such holder may not be able to claim a foreign tax credit arising from any PRC tax imposed on the disposition of the ADSs or Class A ordinary shares. As noted above under “—Dividends,” the IRS recently released notices which provide relief from certain of the provisions of the Treasury regulations discussed above (including the limitation described in the preceding sentence) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). However, even if these Treasury regulations do not prohibit U.S. Holders from claiming a foreign tax credit with respect to PRC income taxes on disposition gains, other limitations under the foreign tax credit rules may preclude U.S. Holders from claiming (or limit U.S. Holders’ ability to claim) a foreign tax credit with respect to such taxes. If a U.S. Holder is precluded from claiming a foreign tax credit, it is possible that any PRC income taxes on disposition gains may either be deductible or reduce the amount realized on the disposition. The rules governing foreign tax credits and deductibility of foreign taxes are complex. U.S. Holders should consult their tax advisors regarding the availability of a foreign tax credit or deduction in light of their particular circumstances, including the applicability of the notice, their eligibility for benefits under the Treaty, the Treaty’s resourcing rule, the obligation to report a Treaty-based return position and any limitation on the creditability or deductibility of any PRC tax on disposition gains in their particular circumstances.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” (and establishes that status if required to do so) and (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against its U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders who are individuals (or certain specified entities) may be required to report information relating to their ownership of Class A ordinary shares or non-U.S. accounts through which ADSs or Class A ordinary shares are held. U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to ADSs and Class A ordinary shares.

F.	Dividends and Paying Agents

Not applicable.

G.	Statement by Experts

Not applicable.

| 146 |

---
---	---

We previously filed with the SEC our registration statement on Form F-1 (Registration No. 333-225266), as amended, including the annual report contained therein, to register the issuance and sale of our ordinary shares represented by ADSs in relation to our initial public offering. We have also filed with the SEC the registration statement on Form F-6 (Registration No. 333-225594) to register the ADSs.

We are subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers, and are required to file reports and other information with the SEC. Specifically, we are required to file annually an annual report on Form 20-F within four months after the end of each fiscal year, which is March 31. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

We will furnish the Bank of New York Mellon, the depositary of the ADSs, with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

In accordance with Nasdaq Stock Market Rule 5250(d), we will post this transition report on Form 20-F on our website at http://ir.xin.com. In addition, we will provide hardcopies of our transition report free of charge to shareholders and ADS holders upon request.

I.	Subsidiary Information

Not applicable.

J.	Annual Report to Security Holders

Not applicable.

Item 11.	Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

We have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure.

We may invest in interest-earning instruments. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall.

Foreign Exchange Risk

Substantially all of our revenues and expenses are denominated in RMB. We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financial instruments to hedge exposure to such risk. Although our exposure to foreign exchange risks should be limited in general, the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and Renminbi because the value of our business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. The Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

| 147 |

| --- |

To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our Class A ordinary shares or the ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

As of December 31, 2024, we had RMB-denominated cash and cash equivalents and restricted cash RMB24.9 million, and U.S. dollar-denominated cash balances of US$0.1 million. Assuming we had converted RMB24.9 million into U.S. dollars at the exchange rate of RMB7.2993 for US$1.00 as of December 31, 2024, our U.S. dollar cash balance converted from RMB-denominated cash and cash equivalents would have been US$3.4 million. If the RMB had depreciated by 10% against the U.S. dollar, our U.S. dollar cash balance converted from RMB-denominated cash and cash equivalents would have been US$3.1 million instead. Assuming we had converted US$0.1 million into RMB at the exchange rate of RMB7.2993 for US$1.00 as of December 31, 2024, our RMB cash balance converted from U.S. dollar-denominated cash balances would have been RMB1.0 million. If the RMB had depreciated by 10% against the U.S. dollar, our RMB cash balance converted from U.S. dollar-denominated cash balances would have been RMB1.1 million instead.

Inflation

To date, inflation in the PRC has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index were increases of 1.5% and 1.8% for December 2021 and 2022, decrease of 0.3% for December 2023, and increase of 0.1% for December 2024, respectively. Although we have not been materially affected by inflation in the past, we can provide no assurance that we will not be affected in the future by higher rates of inflation in the PRC. For example, certain operating costs and expenses, such as employee compensation and office operating expenses may increase as a result of higher inflation. Additionally, because a substantial portion of our assets consists of cash and cash equivalents and short-term investments, high inflation could significantly reduce the value and purchasing power of these assets. We are not able to hedge our exposure to higher inflation in China.

Item 12.	Description of Securities Other than Equity Securities
A.	Debt Securities
---	---

Not applicable.

B.	Warrants and Rights

Not applicable.

C.	Other Securities

Not applicable.

D.	American Depositary Shares

Fees and Charges Our ADS holders May Have to Pay

An ADS holder will be required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of the ADSs):

| 148 |

---
---	---
$5.00<br> (or less) per 100 ADSs (or portion of 100 ADSs)	Issuance of ADSs, including issuances resulting<br> from a distribution of Class A ordinary shares or rights or other property<br><br> <br><br><br> <br>Cancellation of ADSs for the purpose of withdrawal,<br> including if the deposit agreement terminates
$0.05<br> (or less) per ADS	Any<br> cash distribution to ADS holders
A fee<br> equivalent to the fee that would be payable if securities distributed to you had been Class A ordinary shares and the Class A ordinary<br> shares had been deposited for issuance of ADSs	Distribution<br> of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
$0.05<br> (or less) per ADS per calendar year	Depositary<br> services
Registration<br> or transfer fees	Transfer<br> and registration of Class A ordinary shares on our share register to or from the name of the depositary or its agent when you deposit<br> or withdraw Class A ordinary shares
Expenses<br> of the depositary	Cable and facsimile transmissions (when expressly<br> provided in the deposit agreement)<br><br> <br><br><br> <br>Converting foreign currency to U.S. dollars
Taxes<br> and other governmental charges the depositary or the custodian has to pay on any ADSs or Class A ordinary shares underlying ADSs,<br> such as stock transfer taxes, stamp duty or withholding taxes	As necessary
Any<br> charges incurred by the depositary or its agents for servicing the deposited securities	As necessary

Fees and Other Payments Made by the Depositaryto Us

The depositary has agreed to reimburse us annually for our expenses incurred in connection with investor relationship programs and any other program related to our ADS facility and the travel expense of our key personnel in connection with such programs. The depositary has also agreed to provide additional payments to us based on the applicable performance indicators relating to our ADS facility. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. We received reimbursement from the depositary for our expenses incurred in connection with investor relationship programs related to the ADS facility and the travel expense of our key personnel in connection with such programs amounted to approximately US$2.0 million (after tax) in April 2022 and approximately US$1.3 million (after tax) in August 2023, respectively. Except for the accrued and unpaid amount prior to the date of the 2023 ADS Ratio Change, the depositary shall no longer pay any reimbursement to us after the 2023 ADS Ratio Change.

| 149 |

| --- |

Part II

Item 13.	Defaults, Dividend Arrearages and Delinquencies

None.

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

None.

Item 15.	Controls and Procedures
A.	Evaluation of Disclosure Controls and Procedures
---	---

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this transition report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our management, with the participation of our chief executive officer and chief financial officer, has concluded that, as of the end of the period covered by this transition report, our disclosure controls and procedures were ineffective as of December 31, 2024, because of the material weakness in our internal control over financial reporting described below. However, we believe that the consolidated financial statements included in this transition report on Form 20-F correctly present our financial position, results of operations and cash flows for the fiscal years covered thereby in all material respects.

B.	Management’sAnnual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP, and includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our company’s assets that could have a material effect on the consolidated financial statements. Our management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024, as required by Rule 13a-15(c) of the Exchange Act, based on criteria established in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was ineffective as of December 31, 2024 due to a material weakness identified in our internal control over financial reporting as described below.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Internal Control Over Financial Reporting

During the audit of our financial statements for the nine-month period ended December 31, 2024, we determined that one material weakness (initially identified in connection with the audit for the years ended December 31, 2016 and 2017) remains unremediated as of December 31, 2024. As defined in the standards established by the Public Company Accounting Oversight Board of the United States, a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified is related to the lack of sufficient accounting staff and management resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements.

| 150 |

| --- |

We are in the process of implementing a number of measures to address the material weakness identified, including: (i) hire more qualified financial and reporting personnel, including financial reporting manager, equipped with relevant U.S. GAAP and SEC reporting experiences and qualifications to strengthen the financial reporting function and to set up financial and system control framework; (ii) implement regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; and (iii) enhance our process and controls in dealing with non-recurring and complex transactions.

We cannot assure you that we will remediate our material weakness in a timely manner. The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation. See “Risk Factors—Risks Related to Our Business and Industry—If we fail to develop and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud.”

C.	Attestation Report of the Registered Public Accounting Firm

This transition report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, are not required to provide the auditor attestation report.

D.	Changes in Internal Control over Financial Reporting

Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this transition report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16.	[Reserved]
Item 16A.	Audit Committee Financial Expert
---	---

Our board of directors has determined that Rong Lu, an independent director (under the standards set forth in Nasdaq Stock Market Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act) and member of our audit committee, is an audit committee financial expert.

Item 16B.	Code of Ethics

Our board of directors adopted a code of business conduct and ethics that applies to our directors, officers and employees in June 2018. We have posted a copy of our code of business conduct and ethics on our website at http://irxin.com*.*

Item 16C.	Principal Accountant Fees and Services

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by PricewaterhouseCoopers Zhong Tian LLP, our principal external auditors, for the periods indicated.

| 151 |

| --- | | **** | In the Fiscal Year ended March 31, 2023 | In the Fiscal Year ended March 31, 2024 | | | --- | --- | --- | --- | | Audit fees^(1)^ | US$1,295,940 | US872,540 | US$684,997 | | All other fees^(2)^ | — | — | |

All values are in US Dollars.

(1)	“Audit fees”<br> means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors for<br> the audit of our annual financial statements and assistance with and review of documents filed with the SEC. In the fiscal year of<br> 2023 and 2024 and the nine months ended December 31, 2024, the audit refers to financial audit.
(2)	“All other fees”<br> means the aggregate fees billed in each of the fiscal years listed for professional services rendered by our principal auditors associated<br> with certain financial due diligence projects, permissible services to review and comment on internal control design over financial<br> reporting and other advisory services.
---	---

The policy of our audit committee is to pre-approve all audit and non-audit services provided by PricewaterhouseCoopers Zhong Tian LLP, including audit services, audit-related services, tax services and other services as described above, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.

Item 16D.	Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 16F.	Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G.	Corporate Governance

As a Cayman Islands company listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.

Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, (i) we are not required to hold annual shareholders meetings every year; (ii) shareholder approval is not required for the adoption or amendment of an equity compensation plan; (iii) shareholder approval is not required for 20% share issuance at a price that is less than the minimum price as required in Nasdaq Rule 5635(d); (iv) we are not required to maintain a majority independent board as required in Nasdaq Rule 5605(b)(1); (v) shareholder approval is not required for issuance or potential issuance of securities that will result in a change of control as required in Nasdaq Rule 5635(b); (vi) we are not required to ensure that voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 of the United States cannot be disparately reduced or restricted through any corporate action or issuance; (vii) we are not required to solicit proxies and provide proxy statements for all meetings of shareholders and provide copies of such proxy solicitation to Nasdaq; (viii) we are not required to provide for a quorum as specified in its by-laws for any meeting of the holders of common stock; provided, however, that in no case shall such quorum be less than 33 1/3 % of the outstanding shares of the company’s common voting stock; (ix) shareholder approval is not required in certain circumstances prior to an issuance of securities in connection with the acquisition of the stock or assets of another company as required in Nasdaq Rule 5635(a); (x) shareholder approval is not required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions, as required in Nasdaq Rule 5635(c); and (xi) shareholder approval is not required prior to the issuance of securities in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock) at a price less than the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement, which alone or together with sales by officers, directors or substantial shareholders of the company equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance.

| 152 |

| --- |

We have followed and intend to continue to follow our home country practice in lieu of the requirement to hold an annual meeting of shareholders no later than one year after the end of a fiscal year under Nasdaq Rule 5620(a). Specifically, we followed home country practice in connection with the transaction with NIO Capital and Joy Capital in June 2021, the transaction with NIO Capital in July 2022 and the adoption of our 2018 Second Amended and Restated Share Incentive Plan in November 2018 in each case without seeking shareholder approval. In addition, in connection with the transaction with Alpha and Joy Capital in June 2023 regarding certain warrants initially issued by us to NIO Capital and Joy Capital in 2021, we have relied on home country practices in lieu of (i) Nasdaq’s requirement that voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the Securities Exchange Act of 1934 of the United States cannot be disparately reduced or restricted through any corporate action or issuance; (ii) Nasdaq’s requirement that shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the company and (iii) Nasdaq’s requirement that shareholder approval is required prior to issuance at a price that is less than the minimum price requirements stipulated by the Nasdaq Rule 5635(d). Lastly, we have relied on home country practice and our board of directors does not consist of a majority of independent directors. In addition, we rely on home country practice so that our board of directors does not consist of a majority of independent directors.

Other than the practices described above, there are no significant differences between our corporate governance practices and those followed by U.S. domestic companies under Nasdaq Stock Market Rules.

However, if we choose to follow other home country practice in the future, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our ADSs—We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.”

Item 16H.	Mine Safety Disclosure

Not applicable.

Item 16I.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Not applicable.

Item 16J.	Insider Trading Policies

We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by directors, senior management and employees, which policies and procedures are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to us. We have filed our insider trading policies, as amended, as Exhibit 11.2 to this transition report on Form 20-F.

| 153 |

---
---	---

Cybersecurity risk management is an integral part of our overall risk management program. Our cybersecurity risk management program is based on industry best practices and provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of applications developed and services provided by third-party service providers, and facilitate coordination across different departments of our company. This framework includes steps for assessing the severity of a cybersecurity threat, identifying the source of a cybersecurity threat including whether the cybersecurity threat is associated with a third-party service provider, implementing cybersecurity countermeasures and mitigation strategies and informing management and our board of directors of material cybersecurity threats and incidents. Our cybersecurity team also engages third-party security experts for risk assessment and our cybersecurity team is responsible for our system enhancements. In addition, our cybersecurity team provides training to all employees annually.

Our board of directors has overall oversight responsibility for our risk management, and delegates cybersecurity risk management oversight to the audit committee of the board of directors. The audit committee is responsible for ensuring that management has processes in place designed to identify and evaluate cybersecurity risks to which the company is exposed and implement processes and programs to manage cybersecurity risks and mitigate cybersecurity incidents. The audit committee also reports material cybersecurity risks to our full board of directors. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programs. Our cybersecurity programs are under the direction of our chief executive officer who receives reports from our cybersecurity team and monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. Our chief executive officer has rich management experience, including cybersecurity management. Our vice president of technology, the member of our cybersecurity team, is an experienced information system security professional and information security manager with years of experience. Management, including the chief executive officer and our cybersecurity team, regularly update the audit committee on the company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provide cybersecurity reports annually that cover, among other topics, third-party assessments of the company’s cybersecurity programs, developments in cybersecurity and updates to the company’s cybersecurity programs and mitigation strategies.

In the nine months ended December 31, 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see “Item 3. Key Information—3.D. Risk Factors—Risk 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” on pages 19 to 21 of this transition report.

| 154 |

| --- |

part iii

Item 17.	Financial Statements

We have elected to provide financial statements pursuant to Item 18.

Item 18.	Financial Statements

The consolidated financial statements of Uxin Limited and its subsidiaries, as applicable, are included at the end of this transition report.

Item 19.	Exhibits
Exhibit<br><br> Number	Description of Document
---	---
1.1	Amended<br> and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 of the registration<br> statement on Form F-1/A (file no. 333-225266), as amended, filed by the Registrant with the Securities and Exchange Commission on<br> June 1, 2018)
1.2	Certificate<br> of Designation of Senior Convertible Preferred Shares of the Registrant dated July 12, 2021 (incorporated by reference to Exhibit<br> 1.2 of the annual report on Form 20-F filed by the Registrant with the Securities and Exchange Commission on July 30, 2021)
1.3	Form<br> of Warrant to Purchase Senior Convertible Preferred Shares of the Registrant dated July 12, 2021 (incorporated by reference to Exhibit<br> 1.3 of the annual report on Form 20-F filed by the Registrant with the Securities and Exchange Commission on July 30, 2021)
1.4	Amended<br> and Restated Certificate of Designation of Senior Convertible Preferred Shares of the Registrant dated July 27, 2022 (incorporated<br> by reference to Exhibit 1.4 of the annual report on Form 20-F filed by the Registrant with the Securities and Exchange Commission<br> on August 1, 2022)
2.1	Registrant’s<br> Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 of the registration statement on Form F-1/A (file<br> no. 333-225266), as amended, filed by the Registrant with the Securities and Exchange Commission on June 13, 2018)
2.2	Registrant’s<br> Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 of the registration statement on Form F-1/A (file<br> no. 333-225266), as amended, filed by the Registrant with the Securities and Exchange Commission on June 13, 2018)
2.3	Deposit<br> Agreement, among the Registrant, the depositary and the holders and beneficial owners of American Depositary Shares issued thereunder<br> dated June 27, 2018 (incorporated by reference to Exhibit 4.3 of the registration statement on Form S-8 (file no. 333-227576), filed<br> by the Registrant with the Securities and Exchange Commission on September 28, 2018)
3.1	Description<br> of the Registrant’s Securities (incorporated by reference to Exhibit 3.1 of the annual report on Form 20-F filed by the Registrant<br> with the Securities and Exchange Commission on May 12, 2020)
4.1	2018<br> Third Amended and Restated Share Incentive Plan (incorporate by reference to Exhibit 4.1 of the annual report on Form 20-F filed<br> by the Registrant with the Securities and Exchange Commission on July 31, 2024)
4.2	Form<br> of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference to Exhibit<br> 10.2 of the registration statement on Form F-1 (file no. 333-225266), as amended, filed by the Registrant with the Securities and<br> Exchange Commission on May 29, 2018)

| 155 |

| 156 |

| 157 |

| 158 |

| 159 |

| 160 |

| 161 |

| --- | | 4.71*† | English translation of Joint Venture Agreement between the Registrant and Wuhan Junshan Urban Asset Operation Co., Ltd. dated October 16, 2024 | | --- | --- | | 4.72*† | English translation of Share Subscription Agreement between the Registrant and Fame Dragon Global Limited dated March 4, 2025 | | 8.1* | List of Principal Subsidiaries of the Registrant | | 11.1 | Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of the registration statement on Form F-1 (file no. 333-225266), as amended, filed by the Registrant with the Securities and Exchange Commission on May 29, 2018) | | 11.2 | Statement of Policies Governing Material Non-public Information and the Prevention of Insider Trading (incorporate by reference to Exhibit 11.2 of the annual report on Form 20-F filed by the Registrant with the Securities and Exchange Commission on July 31, 2024) | | 12.1* | Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 12.2* | Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | 13.1** | Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 13.2** | Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 15.1* | Consent of PricewaterhouseCoopers Zhong Tian LLP | | 15.2* | Consent of Beijing DOCVIT Law Firm | | 97.1 | Compensation Recoupment Policy of the Registrant (incorporate by reference to Exhibit 97.1 of the annual report on Form 20-F filed by the Registrant with the Securities and Exchange Commission on July 31, 2024) | | 101.INS* | Inline XBRL Instance Document | | 101.SCH* | Inline XBRL Taxonomy Extension Schema Document 140 | | 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | | 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | | 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | * | Filed herewith | | --- | --- | | ** | Furnished herewith | | † | Certain information has been excluded from this exhibit pursuant to Rule 406 under the Securities Act. |

| 162 |

| --- |

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing its transition report on Form 20-F and that it has duly caused and authorized the undersigned to sign this transition report on its behalf.

	Uxin Limited
	By:	/s/ Kun Dai
	Name:	Kun Dai
	Title:	Chairman and Chief Executive Officer
Date: April 30, 2025

| 163 |

| --- |

UXIN

LIMITED

INDEX

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1424) PricewaterhouseCoopers Zhong Tian LLP, Shanghai, the People’s Republic of China	F-2
Consolidated Balance Sheets as of March 31, 2024 and December 31, 2024	F-3
Consolidated Statements of Comprehensive Loss for the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024	F-6
Consolidated Statements of Changes in Shareholders’ Deficit for the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024	F-9
Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024	F-11
Notes to the Consolidated Financial Statements	F-15

| F-1 |

| --- |

Report

of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Uxin Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Uxin Limited and its subsidiaries (the “Company”) as of December 31, 2024 and March 31, 2024, and the related consolidated statements of comprehensive loss, changes in shareholders’ deficit and cash flows for the nine months ended December 31, 2024 and each of the two years in the period ended March 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and March 31, 2024, and the results of its operations and its cash flows for the nine months ended December 31, 2024 and each of the two years in the period ended March 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going concern assessment

As discussed in Note 1 to the consolidated financial statements, the Company has incurred net losses since inception. For the nine months ended December 31, 2024, the Company incurred net loss and had operating cash outflow. As of December 31, 2024, the Company had accumulated deficits, and the current liabilities exceeded current assets. The Company’s ability to continue as a going concern is dependent on the effective implementation of management’s plan to mitigate these conditions and events, based on which, management prepared a cash flows forecast covering a period of not less than twelve months from the date of issuance of the consolidated financial statements after giving consideration to its management’s plan and the assessment of the probability of the effective implementation of such plan. Management has concluded that it is probable that such plan will be effectively implemented, and the Company’s current cash and cash equivalents, funds from the planned debt and equity financings and the cash flows from operations are sufficient to meet its anticipated working capital requirements and other capital commitments and the Company will be able to meet its payment obligations when liabilities that fall due within the next twelve months from the date these consolidated financial statements are issued. Such assessment required management to make judgments and estimates relating to the effective implementation of management’s plan and the cash flows forecast.

The principal considerations for our determination that performing procedures relating to the going concern assessment is a critical audit matter are the significant judgments and estimates by management when developing its management’s plan, assessing that the management’s plan will be effectively implemented, and developing its cash flows forecast included in the going concern assessment. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the management’s plan, management’s assessment that the management’s plan will be effectively implemented and management’s cash flows forecast.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included, among others, (i) testing management’s process for developing the management’s plans and cash flows forecast included in the going concern assessment; (ii) testing the completeness, accuracy, and relevance of underlying data used in developing the cash flows forecast; and (iii) evaluating the reasonableness of the judgements and estimates made by management in evaluating whether the management’s plan will be effectively implemented, by considering the Company’s current and past performance, relevant industry and market developments and corroboration with other evidence obtained.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Shanghai, the People’s Republic of China

April 30, 2025

We have served as the Company’s auditor since 2017.

| F-2 |

| --- |

UXIN

LIMITED

CONSOLIDATED

BALANCE SHEETS

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

	RMB		RMB		US
	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB		US
					(Note 2.6)
ASSETS
Current assets:
Cash and cash equivalents		23,339		25,112
Restricted cash		594		767
Accounts receivable, net		2,089		4,150
Inventory, net		110,494		207,390
Loans recognized as a result of payments under guarantees, net of provision for credit losses of RMB7,995 and RMB7,710 as of March 31, 2024 and December 31, 2024, respectively		-		-
Other receivables, net of provision for credit losses of RMB22,739 and RMB21,113 as of March 31, 2024 and December 31, 2024, respectively		18,080		14,998
Prepaid expenses and other current assets		71,787		86,977
Total current assets		226,383		339,394
Non-current assets:
Property, equipment and software, net		74,243		71,420
Long-term investments		279,300		-
Finance lease right-of-use assets, net		1,339,537		1,346,728
Operating lease right-of-use assets, net		168,418		194,388
Other non-current assets		268		-
Total non-current assets		1,861,766		1,612,536
Total assets		2,088,149		1,951,930

All values are in US Dollars.

| F-3 |

| --- |

UXIN

LIMITED

CONSOLIDATED

BALANCE SHEETS

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB		US
					(Note 2.6)
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accounts payable		80,745		81,584
Other payables and other current liabilities		370,802		306,391
Current portion of finance lease liabilities		51,160		183,852
Current portion of operating lease liabilities		12,310		14,563
Short-term borrowing from third parties		71,181		174,616
Short-term borrowing from related party		7,000		1,000
Current portion of long-term debt and borrowing		291,950		-
Total current liabilities		885,148		762,006
Non-current liabilities
Long-term borrowings from related party		-		53,913
Consideration payable to WeBank		-		27,237
Finance lease liabilities		1,191,246		1,141,118
Operating lease liabilities		154,846		180,920
Total non-current liabilities		1,346,092		1,403,188
Total liabilities		2,231,240		2,165,194

All values are in US Dollars.

| F-4 |

| --- |

UXIN

LIMITED

CONSOLIDATED

BALANCE SHEETS

AS

OF MARCH 31, 2024 AND DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

			December 31,<br> <br>2024
			RMB			US
						(Note 2.6)
Mezzanine equity
Redeemable non-controlling interests	149,991			154,977
Total Mezzanine equity	149,991			154,977
Shareholders’ deficit
Ordinary shares (US0.0001<br>par value, 190,100,000,000 and 190,100,000,000<br>shares authorized as of March 31, 2024 and December 31, 2024, respectively; 56,340,671,538<br>Class A ordinary shares and 56,354,853,138<br>Class A ordinary shares issued and outstanding as of March 31, 2024 and December 31, 2024, respectively; 40,809,861<br>Class B ordinary shares issued and outstanding as of March 31, 2024 and December 31, 2024)	39,806			39,816
Additional paid-in capital	18,928,837			19,007,948
Subscription receivable from shareholders	(107,879	)		(60,467	)		)
Accumulated other comprehensive income	225,090			227,718
Accumulated deficit	(19,378,705	)		(19,583,017	)		)
Total Uxin Limited shareholders’ deficit	(292,851	)	****	(368,002	)		)
Non-controlling interests	(231	)		(239	)		)
Total shareholders’ deficit	(293,082	)		(368,241	)		)
Total liabilities, mezzanine equity and shareholders’ deficit	2,088,149			1,951,930

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements

| F-5 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF COMPREHENSIVE LOSS

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

**(**Allamounts in thousands, except for share and per share data, unless otherwise noted)

	RMB			RMB			RMB			US
	For the fiscal years ended<br><br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB			US
										(Note 2.6)
Revenues:
Retail vehicle sales		1,312,857			1,024,401			1,322,493
Wholesale vehicle sales		707,385			315,909			127,229
Others		38,999			34,419			45,484
Total Revenues		2,059,241			1,374,729			1,495,206
Cost of revenues		(2,033,797	)		(1,294,161	)		(1,392,815	)		)
Gross profit		25,444			80,568			102,391
Operating expenses:
Sales and marketing		(236,307	)		(202,493	)		(177,192	)		)
Research and development		(37,704	)		(33,820	)		(8,136	)		)
General and administrative		(164,505	)		(177,386	)		(123,536	)		)
(Provision for)/reversal of credit losses, net		(13,844	)		2,631			285
Total operating expenses		(452,360	)		(411,068	)		(308,579	)		)
Other operating income, net		69,990			18,001			31,677
Loss from operations		(356,926	)		(312,499	)		(174,511	)		)
Interest income		603			169			37
Interest expenses		(21,243	)		(62,598	)		(69,061	)		)
Other income		17,088			15,870			9,826
Other expenses		(24,153	)		(5,941	)		(3,516	)		)
Foreign exchange (losses)/gains		(2,457	)		1,525			279
Fair value impact of the issuance of senior convertible preferred shares		242,733			(11,776	)		-
(Losses)/gains from extinguishment of debt		(2,778	)		-			35,222
Loss before income tax expense		(147,133	)		(375,250	)		(201,724	)		)
Income tax expense		(366	)		(311	)		(39	)		)
Dividend from long-term investment		10,374			11,970			-
Equity in (loss)/income of affiliates, net of tax		(44	)		(5,951	)		2,429
Net loss		(137,169	)		(369,542	)		(199,334	)		)

All values are in US Dollars.

| F-6 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF COMPREHENSIVE LOSS

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

**(**Allamounts in thousands, except for share and per share data, unless otherwise noted)

	For the fiscal years ended<br><br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB			US
										(Note 2.6)
Net loss		(137,169	)		(369,542	)		(199,334	)		)
Add: net loss/(profit) attributable to redeemable non-controlling interests and non-controlling interests shareholders		12			(2,845	)		(4,978	)		)
Net loss attributable to Uxin Limited		(137,157	)		(372,387	)		(204,312	)		)
Deemed dividend to preferred shareholders due to triggering of a down round feature		(755,635	)		(2,060,254	)		-
Net loss attributable to ordinary shareholders		(892,792	)		(2,432,641	)		(204,312	)		)
Net loss		(137,169	)		(369,542	)		(199,334	)		)
Other comprehensive (loss)/income
Foreign currency translation, net of nil tax		(68,276	)		4,905			2,628
Total comprehensive loss		(205,445	)		(364,637	)		(196,706	)		)
Add: total comprehensive loss/(profit) attributable to redeemable non-controlling interests and non-controlling interests shareholders		12			(2,845	)		(4,978	)		)
Total comprehensive loss attributable to Uxin Limited		(205,433	)		(367,482	)		(201,684	)		)

All values are in US Dollars.

| F-7 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF COMPREHENSIVE LOSS

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

	For the fiscal years ended<br><br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB			US
										(Note 2.6)
Net loss attributable to ordinary shareholders		(892,792	)		(2,432,641	)		(204,312	)		)
Weighted average shares outstanding – basic		1,344,536,565			2,185,363,635			56,744,742,647
Weighted average shares outstanding – diluted		1,344,536,565			2,185,363,635			56,744,742,647
Net loss per share for ordinary shareholders, basic		(0.66	)		(1.11	)		(0.00	)		)
Net loss per share for ordinary shareholders, diluted		(0.66	)		(1.11	)		(0.00	)		)

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| F-8 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

		RMB		RMB			RMB			RMB			RMB			RMB			RMB
	Ordinary share (US 0.0001 par value)			Additional			Accumulated other						Total Uxin Limited			Non-			Total
	Number of shares	Amount		paid-in capital			comprehensive income			Accumulated deficit			shareholders’ deficit			controlling interests			shareholders’ deficit
		RMB		RMB			RMB			RMB			RMB			RMB			RMB
Balance as of March 31, 2022			782		14,254,109	-		288,461			(16,053,272	)		(1,509,920	)		(163	)		(1,510,083	)
Foreign currency translation adjustments			-		-			(68,276	)		-			(68,276	)		-			(68,276	)
Net loss			-		-	-		-			(137,157	)		(137,157	)		(12	)		(137,169	)
Deemed dividend to preferred shareholders due to triggering of a down round feature (Note 15)			-		755,635			-			(755,635	)		-			-			-
Issuance of ordinary shares due to exercise of the share options			2		41			-			-			43			-			43
Share-based compensation			-		47,313			-			-			47,313			-			47,313
Issuance of ordinary shares to 58.com Holdings Inc. and ClearVue Uxin Holdings, Ltd. (“ClearVue”) (Note 17)			22		394,705			-			-			394,727			-			394,727
Balance as of March 31, 2023			806		15,451,803	-		220,185			(16,946,064	)		(1,273,270	)		(175	)		(1,273,445	)

All values are in US Dollars.

| F-9 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

		RMB		RMB			RMB			RMB		RMB			RMB			RMB			RMB
	Ordinary share (US 0.0001 par value)			Additional			Subscription receivable			Accumulated other					Total Uxin Limited			Non-			Total
	Number of shares	Amount		paid-in capital			from shareholders			comprehensive income		Accumulated deficit			shareholders’ deficit			controlling interests			shareholders’<br> <br>deficit
		RMB		RMB			RMB			RMB		RMB			RMB			RMB			RMB
Balance as of March 31, 2023			806		15,451,803			-			220,185		(16,946,064	)		(1,273,270	)		(175	)		(1,273,445	)
Foreign currency translation adjustments			-		-			-			4,905		-			4,905			-			4,905
Net loss			-		-			-			-		(369,486	)		(369,486	)		(56	)		(369,542	)
Net loss attributable to redeemable non-controlling interests			-		-			-			-		(2,901	)		(2,901	)		-			(2,901	)
Deemed dividend to preferred shareholders due to triggering of a down round feature (Note 15)			-		2,060,254			-			-		(2,060,254	)		-			-			-
Conversion of senior convertible preferred shares into Class A ordinary shares			38,993		1,369,688			(107,879	)		-		-			1,300,802			-			1,300,802
Issuance of ordinary shares due to exercise of the share options			7		(3	)		-			-		-			4			-			4
Share-based compensation			-		47,095			-			-		-			47,095			-			47,095
Balance as of March 31, 2024			39,806		18,928,837			(107,879	)		225,090		(19,378,705	)		(292,851	)		(231	)		(293,082	)
Balance			39,806		18,928,837			(107,879	)		225,090		(19,378,705	)		(292,851	)		(231	)		(293,082	)
Foreign currency translation adjustments			-		-			(2,425	)		2,628		-			203			-			203
Net loss			-		-			-			-		(199,326	)		(199,326	)		(8	)		(199,334	)
Net loss attributable to redeemable non-controlling interests			-		-			-			-		(4,986	)		(4,986	)		-			(4,986	)
Issuance of ordinary shares due to exercise of the share options			10		(7	)		-			-		-			3			-			3
Proceeds from the issuance of senior convertible preferred shares in prior year (Note 15)			-		-			49,837			-		-			49,837			-			49,837
Reimbursement of ADS conversion fee to shareholders			-		(5,809	)		-			-		-			(5,809	)		-			(5,809	)
Share-based compensation			-		84,927			-			-		-			84,927			-			84,927
Balance as of December 31, 2024			39,816		19,007,948			(60,467	)		227,718		(19,583,017	)		(368,002	)		(239	)		(368,241	)
Balance			39,816		19,007,948			(60,467	)		227,718		(19,583,017	)		(368,002	)		(239	)		(368,241	)

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| F-10 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

	RMB			RMB			RMB			US
	For the fiscal years ended March 31,						For the nine months ended December 31,
	2023			2024			2024
	RMB			RMB			RMB			US
										(Note 2.6)
Cash flows used in operating activities:
Net loss		(137,169	)		(369,542	)		(199,334	)		)
Adjustments to reconcile net loss to net cash generated from operating activities:
Shared-based compensation		47,313			75,806			84,927
Depreciation and amortization of property, equipment and software		13,355			12,264			8,248
Amortization of right-of-use assets		17,489			28,557			34,360
Loss from disposal of property, equipment and software		670			512			417
Equity in loss/(income) of affiliates		44			5,951			(2,429	)		)
Gains from disposal of subsidiaries, net		-			-			(6,626	)		)
Impairment loss for equity investments accounted for using measurement alternative (Note 7)		-			3,461			-
Inventory valuation adjustments		(12,003	)		9,310			9,950
Provision for/(reversal of) credit losses		13,844			(2,631	)		(285	)		)
Guarantee income		(46	)		-			-
Discounting impact of non-current consideration payables		8,486			3,761			833
Fair value impact of the issuance of senior convertible preferred shares (Note 15)		(242,733	)		11,776			-
Gains from waiver of operating payables (Note 11)		(70,500	)		(10,604	)		(9,703	)		)
Losses/(gains) from extinguishment of debt		2,778			-			(35,222	)		)

All values are in US Dollars.

| F-11 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

	RMB			RMB			RMB			US
	For the fiscal years ended March 31,						For the nine months ended December 31,
	2023			2024			2024
	RMB			RMB			RMB			US
										(Note 2.6)
Changes in operating assets and liabilities:
Receivables, prepaid expenses and other current assets		28,268			(15,312	)		(10,111	)		)
Loans recognized as a result of payments under guarantees		14,330			2,342			285
Inventory		327,083			(11,622	)		(105,838	)		)
Payables, accruals and other current liabilities net of discounting impact		(204,786	)		33,030			46,724
Deferred revenue		(4,140	)		495			12,324
Consideration payable to WeBank, net of discounting impact		(53,423	)		(40,000	)		(22,500	)		)
Net cash used in operating activities		(251,140	)		(262,446	)		(193,980	)		)
Cash flows used in investing activities:
Proceeds from disposal of property, equipment and software		494			1,354			336
Purchase of property, equipment and software		(33,196	)		(12,693	)		(5,163	)		)
Proceeds from disposal of an equity investments accounted for using the equity method		-			-			2,429
Proceeds from disposal of subsidiaries		670			-			-
Net cash used in investing activities		(32,032	)		(11,339	)		(2,398	)		)

All values are in US Dollars.

| F-12 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

	For the fiscal years ended<br> <br>March 31,						For the nine months ended December 31,
	2023			2024			2024
	RMB			RMB			RMB			US
										(Note 2.6)
Cash flows from financing activities:
Proceeds from borrowings		313,000			78,181			165,211
Repayment of borrowings		(234,050	)		(20,000	)		(14,433	)		)
Payments to shareholders for the reimbursement of ADS conversion fee		-			-			(2,308	)		)
Repayment of long-term debt		(51,882	)		-			-
Proceeds from exercise of share options		42			4			3
Proceeds from the issuance of senior convertible preferred shares		212,875			147,116			49,837
Net cash generated from financing activities		239,985			205,301			198,310
Effect of exchange rate changes on cash, cash equivalents and restricted cash		221			(914	)		14
Net (decrease)/increase in cash, cash equivalents and restricted cash	****	(42,966	)	****	(69,398	)	****	1,946	****		****
Cash, cash equivalents and restricted cash at beginning of the period		136,297			93,331			23,933
Cash, cash equivalents and restricted cash at end of the period	****	93,331	****	****	23,933	****	****	25,879	****		****

All values are in US Dollars.

| F-13 |

| --- |

UXIN

LIMITED

CONSOLIDATED

STATEMENTS OF CASH FLOWS

FOR

THE FISCAL YEARS ENDED MARCH 31, 2023 AND 2024 AND THE NINE MONTHS ENDED DECEMBER 31, 2024

(Allamounts in thousands, except for share and per share data, unless otherwise noted)

	For the fiscal years ended<br> <br>March 31,				For the nine months ended<br><br> <br>December 31,
	2023		2024		2024
	RMB		RMB		RMB		US
							(Note 2.6)
Supplemental disclosure of cash flow information
- Cash paid for income tax		222		288		52
- Cash paid for interest (Note 8)		58,945		2,586		6,584
Supplemental schedule of non-cash investing and financing activities
-Settlement of finance lease liabilities with the issuance of redeemable non-controlling interests (Note 16)		-		147,090		-
- Conversion of long-term debt into Class A ordinary shares		511,318		-		-
-Net settlement of long-term debt with subscription receivable from preferred shareholders (Note 15)		-		417,223		-
- Net settlement of long-term debt and advisory expense with long-term investment (Note 8)		-		-		271,200

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| F-14 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

1.

PRINCIPAL ACTIVITIES AND ORGANIZATION

The accompanying consolidated financial statements include the financial statements of Uxin Limited (the “Company” or “Uxin”), its subsidiaries. The Company, its subsidiaries are collectively referred to as the “Group”.

The Company was incorporated under the laws of the Cayman Islands as an exempted limited liability company on December 8, 2011. The Company serves as an investment holding company and currently has no operations of its own.

The Group’s principal operations and geographic market is in the People’s Republic of China (“PRC”). The Group operates vehicle sales business through an “inventory-owning” model where the Group sells its own inventory of used vehicles.

As of December 31, 2024, the Company’s principal subsidiaries are as follows:

SCHEDULE OF COMPANY’S PRINCIPAL SUBSIDIARIES

Subsidiaries	Place of incorporation	Date of incorporation or acquisition			Principal activities
Youxin (Hefei) Automobile Intelligent Remanufacturing Co., Ltd. (“Uxin Hefei”)	Hefei	September 8, 2021	88	%	Vehicle sales
Youfang (Beijing) Information Technology Co., Ltd.	Beijing	March 25, 2016	100	%	Vehicle sales
Youtang (Shaanxi) Information Technology Co., Ltd.	Xi’an	May 12, 2022	100	%	Vehicle sales

| F-15 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

1.

PRINCIPAL ACTIVITIES AND ORGANIZATION (CONTINUED)

Liquidity

The

Company has incurred net losses since inception. For the nine months ended December 31, 2024, the Company incurred net loss of RMB199.3

million and had operating cash outflow of RMB194.0

million. As of December 31, 2024, the Company

had an accumulated deficit in the amount of RMB19.6

billion, its current liabilities exceeded its

current assets by approximately RMB422.6

million, the Company’s cash balance was

RMB25.1 million. These adverse conditions and events raise substantial doubt about the Company’s ability to continue as a going concern, before consideration of management’s plan.

Therefore, the Company’s ability to continue as a going concern is dependent on the effective implementation of management’s plan to mitigate these conditions and events. A summary of management’s plan includes:

●	As of the date<br>of the issuance of the consolidated financial statements, the Company was entitled to a consideration receivable of US$9.4<br>million due from NIO Capital for the issuance<br>of its senior convertible preferred shares, which had been converted into ordinary shares in March 2024. Based on the arrangement with<br>NIO Capital, management expects to receive the outstanding consideration no later than June 30, 2025.
●	On<br>March 4, 2025, the Company entered into a share subscription agreement with Fame Dragon Global Limited (the “Investor”),<br>an investment vehicle of NIO Capital, pursuant to which the Investor agreed to purchase 5,738,268,233<br>Class A Ordinary Shares of the Company for a<br>total consideration of US$27.8<br>million. As of the date of the issuance of the<br>consolidated financial statements, the Company has received US$19.0<br>million and issued 3,911,092,516<br>Class A Ordinary Shares of the Company to the<br>Investor and entities designated by the Investor. Based on the arrangement with NIO Capital, management expects to complete the closing<br>of the remaining subscription at the consideration of US$ 8.8<br>million no later than June 30, 2025.
---	---
●	In<br>April 2025, the Company consummated the issuance of ordinary shares to Lightwind Global Limited (“Lightwind”, a wholly-owned<br>subsidiary of Pintu (Beijing) information Technology Co., Ltd. (“Pintu Beijing”)) with the total consideration of USD equivalent<br>of RMB53.4<br>million (Note 8).
---	---
●	As of December<br>31, 2024, the Company had outstanding borrowings of RMB126.3<br>million under the inventory-pledged financing<br>facility agreements with certain reputable banks and financial institutions in the PRC, and unused facilities of RMB253.7<br>million. These facility agreements will mature<br>within one year since the date of the issuance of the consolidated financial statements. Management plans to obtain renewals of such<br>facilities when they become mature.
---	---
●	Pursuant to an<br>equity investment agreement entered into in September 2023 with Hefei Construction Investment North City Industrial Investment Co., Ltd.<br>(“HCI”), which is also the lessor of the Company’s used car retail superstore (the “Superstore”) operated<br>by Uxin Hefei, HCI is obligated to reinvest in Uxin Hefei after Uxin Hefei makes the annual lease payments over a 10-year<br>lease period. In October 2023 and April 2025 respectively, Uxin Hefei and HCI mutually agreed that the first-year and second-year rentals<br>of approximately RMB147.1 million<br>and RMB127.7<br>million were converted into the investment of<br>approximately 12.02%<br>and 8.40%<br>equity interests in Uxin Hefei by HCI (Note 16).<br>The third-year rental will become due in September 2025 and management plans to further agree with HCI to convert the<br>third-year rental instalments into HCI’s investment.
---	---
●	In 2024, the Company<br> entered into two equity investment agreements with the non-controlling shareholders of two subsidiaries of the Company established<br> in Zhengzhou and Wuhan for the future operations of its superstores in Zhengzhou and Wuhan. Pursuant to these agreements, management<br> plans to receive capital contributions of RMB50 million<br> and RMB33.3 million<br> committed by the two non-controlling shareholders following the Company’s capital contributions of RMB120.0 million and<br> RMB66.7 million to these two subsidiaries, respectively, within one year since the date of the issuance of the consolidated<br> financial statements. As of the date of the issuance of the consolidated financial statements, the Company has made contributions of<br> RMB14.0 million to the subsidiary in Wuhan and received RMB14.0 million<br> from its non-controlling shareholder.
---	---

| F-16 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

1.

PRINCIPAL ACTIVITIES AND ORGANIZATION (CONTINUED)

●

With funds from the above equity and debt financings, management plans to grow the Company’s vehicle sales revenue by increasing the sales volume, improve the Company’s gross profit margin by increasing the value-added services offered to its customers, and maintain vehicle turnover rate by managing reasonable vehicle prices. Management’s plan also contemplates that, in view of the uncertainties surrounding the implementation of the above equity and debt financings plans, management will, if and when necessary, make adjustments to the Company’s operation scale by adjusting vehicle purchase volume based on its liquidity position, and also to optimize the Company’s cost structure to reduce the expenses such as labour costs, advertising expenses and certain administrative expenses according to the Company’s operation scale.

Management has concluded that it is probable to effectively implement the above plan, and has prepared a cash flows forecast covering a period of not less than twelve months from the date of issuance of the consolidated financial statements after considering the effective implementation of management’s plan. Management concluded that as result of its evaluation, management’s plan has alleviated the substantial doubt of the Company’s ability to continue as a going concern, and the Company’s current cash and cash equivalents, funds from the planned equity and debt financings and the cash flows from operations are sufficient for the Company to meet its anticipated working capital requirements and other capital commitments and the Company will be able to meet its payment obligations when liabilities that fall due within the next twelve months from the date these consolidated financial statements are issued. The Company’s consolidated financial statements have been prepared on a going concern basis.

2.

PRINCIPAL ACCOUNTING POLICIES

2.1Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

On November 22, 2024, the Company declared a change in the fiscal year end from March 31 to December 31. As a result, the Company is presenting a nine-month period ended December 31, 2024 on this Form 20-F to account for the transition period from April 1, 2024 to December 31, 2024. Due to this change, comparisons of the Company’s results between the nine-month period ended December 31, 2024 and the prior full years are impacted by the three-month difference.

Significant accounting policies followed by the Group in the preparation of its accompanying consolidated financial statements are summarized below.

2.2Basis of consolidation

The Group’s consolidated financial statements include the financial statements of the Company and its subsidiaries.

A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

2.3Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets, long-lived assets and liabilities at the dates of the financial statements and the reported amount of revenues and expenses during the reporting periods. On an ongoing basis, the Company’s management reviews these estimates based on information that is currently available. Changes in facts and circumstances may cause the Company to revise its estimates. Accounting estimates reflected in the Group’s consolidated financial statements include, but are not limited to the fair value of a down round feature triggered for senior convertible preferred shares, the fair value of warrant liabilities and forward contracts, share-based compensation arrangements, fair value of the long-term investment, provision for credit losses for loans recognized as a result of payments under guarantees, trade receivables and other receivables, impairment of long-lived assets, the useful lives of property, equipment and software, discount rate applied in lease accounting, inventory provision, valuation allowances for deferred tax assets and management assumptions used in going concern assessment. Given that changes in circumstances, facts and experience may cause the Group to revise its estimates, actual results could differ from those estimates.

| F-17 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.4Fair value measurements

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets

Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data

Level 3 — Unobservable inputs which are supported by little or no market activity

Financial instruments of the Company primarily are comprised of cash and cash equivalents, accounts receivable, current portion of long-term debt and borrowing, accounts payable, and warrant liabilities. Except for warrant liabilities which are measured at fair value as of March 31, 2024, the carrying values approximated the fair values of these instruments because of their generally short maturities as of March 31, 2024 and December 31, 2024. The warrant liabilities were recorded at the fair value at the inception date and classified as a Level 3 measurement.

2.5Foreign currencies

The Group uses Renminbi (“RMB”) as its reporting currency. The USD (“US$”) is the functional currency of the Group’s entities incorporated in Cayman Islands, British Virgin Islands and Hong Kong, and the RMB is the functional currency of the Group’s PRC subsidiaries.

Transactions denominated in other than the functional currencies are translated into the functional currency of the entity at the exchange rates quoted by authoritative banks prevailing on the transaction dates. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in the Consolidated Statements of Comprehensive Loss.

The financial statements of the Group are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gain and loss are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income as a component of shareholders’ deficit.

2.6Convenience translation

Translations

of Consolidated Balance Sheets, the Consolidated Statements of Comprehensive Loss and the Consolidated Statements of Cash Flows from RMB into US$ as of and for the nine months ended December 31, 2024 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.2993 on December 31, 2024 as set forth in the H.10 statistical release of the U.S. Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2024, or at any other rate.

| F-18 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.7Cash and cash equivalents

Cash includes currency on hand and deposits held by financial institutions that can be added to or withdrawn without limitation. Cash equivalents represent short-term, highly liquid investments that are readily convertible to known amount of cash and with original maturities from the date of purchase of generally three months or less.

2.8Restricted cash

As of March 31, 2024 and December 31, 2024, restricted cash primarily represents cash reserved in relation to certain litigations.

2.9Inventory

Inventory

consists primarily of used vehicles and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable value represents the estimated selling price less costs to complete, dispose and transport the vehicles. Each reporting period the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value in the cost of revenues in the Consolidated Statements of Comprehensive Loss. Total carrying amount of used vehicles was RMB110.5 million and RMB207.4 million as of March 31, 2024 and December 31, 2024, respectively. Total amount of inventory write-downs recorded for used vehicles were RMB30.2 million, RMB9.3 million and RMB10.0 million for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, respectively.

2.10Property, equipment and software, net

Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the following estimated useful lives, taking into account any estimated residual value:

SCHEDULE OF PROPERTY EQUIPMENT AND SOFTWARE

Electronic<br> equipment	3<br> years
Furniture	5<br> years
Vehicles<br> and motors	4<br> years
Software	5<br> years
Machine	12<br> years
Leasehold<br> improvement	lesser<br> of the term of the lease or the estimated useful lives of the assets

The Company recognizes the gain or loss on the disposal of property, equipment and software in the Consolidated Statements of Comprehensive Loss.

| F-19 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.11Long-term investments

In accordance with ASC 323 Investment—Equity Method and Joint Ventures, the Company accounts for an equity investment over which it has significant influence but does not own a majority of the equity interest or otherwise controls and the investments are either common stock or in substance common stock using the equity method. The Company’s share of the investee’s profit and loss is recognized in the earnings of the period.

The Company also holds investments in privately held companies in the form of equity securities without readily determinable fair values and in which the Company does not have a controlling interest or significant influence. In accordance with ASC 321 Investment- Equity Securities, investments in equity securities without readily determinable fair values are initially recorded at cost and are subsequently adjusted to fair value for impairments and price changes from observable transactions in the same or a similar security from the same issuer. Impairment provision recognized was nil,RMB3.5 million and nil for the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024, respectively.

Pursuant to ASC 321, for equity investments measured at fair value with changes in fair value recorded in earnings, the Company does not assess whether those securities are impaired. Based on ASU 2016-01, the Company will be able to elect to record equity investments without readily determinable fair values and not accounted for by the equity method either at fair value with changes in fair value recognized in net income or at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer (“measurement alternative”). For equity investments without readily determinable fair value for which the Company has elected to use the measurement alternative, at each reporting period, the Company makes a qualitative assessment of whether the investment is impaired at each reporting date, applying significant judgement in considering various factors and events including a) adverse performance of investees, credit rating, asset quality, or business prospects of the investee; b) adverse industry developments affecting investees; and c) adverse regulatory, social, economic or other developments affecting investees. If a qualitative assessment indicates that the investment is impaired, the Company estimates the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in earnings equal to the difference between the carrying value and fair value.

| F-20 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.12Impairment of long-lived assets

Long-lived assets including property, equipment, financing and operating lease right-of-use assets and software with definite lives are assessed for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment. When these events occur, the Group will assess whether an impairment of the long-lived assets in question exists by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the asset, the Group recognizes an impairment loss based on the excess of the carrying value of the asset over the fair value of the asset. No impairment of long-lived assets was recognized for the fiscal years ended March 31, 2023, 2024 and nine months ended December 31, 2024.

2.13Revenue recognition

The Group adopted ASC Topic 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of Topic 606, the Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. To achieve that core principle, the Group applies five steps defined under Topic 606. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate units of accounting. The Company considered appropriate methods to allocate the transaction price to each performance obligations, based on the relative standalone selling prices of the services provided. In estimating the standalone selling price for the services that are not directly observable, the Company considered the suitable methods included in ASC 606-10-21-34, and determined the adjusted market assessment approach is the most appropriate method. When estimating the relative standalone selling prices, the Group considers standalone selling prices of similar services. Revenue is recognized upon transfer of control of these promised goods or services to a customer.

Revenue is recorded net off value-added-tax.

| F-21 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.13Revenue recognition (continued)

Retailvehicle sales business

The Company sells used vehicles directly to its customers through its e-commerce platform (www.xin.com).

The prices of used vehicles are set forth in the customer contracts at stand-alone selling prices which are agreed upon prior to delivery. The Company satisfies its performance obligation for used vehicles sales when the Consumer obtains control of the underlying vehicles. The Company receives payment for used vehicle sales directly from the Consumer at the time of sale. Payments received prior to delivery or pick-up of used vehicles are recorded as “Other payables and other current liabilities” within the Consolidated Balance Sheets.

Wholesalevehicle sales business

The Company sells vehicles to wholesalers through offline dealership. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at the point in time when the wholesale purchasers obtain control of the underlying vehicles. The payments are received when the vehicles are sold.

Others

It mainly represented the commissions earned from the Group’s financing and insurance partners from introducing them to the Company’s retail customers with financing needs, as well as revenues earned from warranty services.

| F-22 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.14Value-added-tax (“VAT”) and surcharges

The Company’s subsidiaries are subject to value-added tax and related surcharges on the revenues earned for services provided in the PRC. The applicable value-added-tax rate for general VAT payers is set out in the following table.

SCHEDULE OF VALUE-ADDED TAX RATE FOR GENERAL VAT PAYERS

Type<br> of service	Applicable<br> VAT rate (%)
Vehicle<br> sales	0.5%<br> - 6%
Commission	6%
Value-added<br> service	6%
Other<br> services	6%

The surcharges (i.e. urban construction and maintenance tax, educational surtax, local educational surtax), vary from 5% to 12% of the value-added-tax depending on the tax payer’s location. The surcharges are recorded in the “cost of revenue” in the Consolidated Statements of Comprehensive Loss.

2.15Cost of revenues

Cost of revenues includes the cost to acquire used vehicles and direct and indirect vehicle reconditioning costs associated with preparing the vehicles for resale and warranty services. Cost of revenues also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value.

2.16Sales and marketing expenses

Sales and marketing expenses primarily consist of salaries and benefits expenses for sales and marketing personnel, advertising and promotion expenses and warranty expenses. Advertising and promotion expenses primarily include branding advertisements, online traffic acquisition costs and costs incurred in other marketing activities. Salaries and benefits for employees engaged in aftersales services and costs relating to outbound logistics were classified as “sales and marketing expense”.

Advertising

costs are expensed as incurred. For those advertisements that are extended over a period of time, the advertising costs are recognised ratably over the beneficial period. The total amounts charged to the Consolidated Statements of Comprehensive Loss amounted to approximately RMB46.9 million, RMB20.8 million and RMB15.8 million for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, respectively.

2.17Research and development expenses

Research and development expenses primarily consist of salaries and benefits expenses, fees for outsourced technical services and depreciation of servers and computers relating to research and development.

All research and development costs are expensed as incurred. Software development costs required to be capitalized under ASC 350-40, Internal-Use Software, were not material to the consolidated financial statements.

| F-23 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.18General and administrative expenses

General and administrative expenses primarily consist of salaries and benefits and share-based compensation for employees engaged in management and administration positions or involved in general corporate functions, office rental, professional service fees and depreciation.

2.19Share-based compensation

The Company grants share options, restricted shares and restricted share units (“RSUs”) to eligible employees, director and execute officers. All share-based awards are measured at fair value on the grant date. The share-based compensation expenses have been categorized as either cost of revenues, sales and marketing expenses research and development expenses, or general and administrative expenses, depending on the job functions of the grantees.

ShareOptions Granted

The Company follows ASC 718 to determine whether a share option should be classified and accounted for as a liability award or equity award. All grants of share-based awards classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using an option pricing model. The Company classifies the share-based awards granted to employees as equity award and has elected to recognize compensation expense on share-based awards with service condition on a graded vesting basis over the requisite service period, which is generally the vesting period.

RestrictedShares and RSUs

For the restricted shares, the awards are measured at fair value on the grant date. Share-based compensation expense is recognized using the straight-line method over the requisite service period or immediately at the grant date if no vesting conditions are required.

For grants of RSUs with certain market conditions, it is classified as equity awards and recognized in the financial statements based on their grant date fair values which are determined using the Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, and expected timing and proceeds received due to the exercise of warrants and settlement of forward contracts (Note 15). Related expenses are recognized over the derived service period determined based on valuation techniques that are used to estimate fair value and is not adjusted if the market condition is not met, so long as the requisite service is provided.

The assumptions used in share-based compensation expense recognition represent management’s best estimates, but these estimates involve inherent uncertainties and application of management judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards. In accordance with ASU 2016-09, the Group made an entity-wide accounting policy election to account for forfeitures when they occur.

| F-24 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.20Taxation

Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carries forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statements of comprehensive loss in the period of the enactment of the change.

The Group considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Group has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.

The Group recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the-more-likely-than-not recognition threshold, the Group initially and subsequently measures the tax benefit as the largest amount that the Group judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Group’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Group’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Group classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. Undistributed earnings are expected to be indefinitely reinvested for the foreseeable future, if any.

2.21Loss per share

Basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, the net loss is allocated between ordinary shares and other participating securities, including senior convertible preferred shares, based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the loss. The diluted loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. Except for voting rights, the Class A and Class B ordinary shares have all the same rights and therefore the loss per share for both classes of shares are identical.

| F-25 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.22Leases

The Company determines if an arrangement is or contains a lease at inception. Operating leases are primarily for offices and stores and are included in Right-of-use assets, net, Operating lease liabilities, current and Operating lease liabilities, non-current on its Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and Operating lease liabilities represent obligation to make lease payment arising from the lease. The operating lease right of use assets and liabilities are recognized at lease commencement date based on the present value of lease payment over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The right of use assets also includes any lease payments made. The Company’s lease term may include options to extend or terminate the lease. Renewal options are considered within the operating lease right of use assets and liabilities when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Finance lease assets are presented as finance lease right-of-use assets, net, and the corresponding finance lease liabilities are included in current portion of finance lease liabilities for the current portion, and in finance lease liabilities within non-current liabilities on the Consolidated Balance Sheets. Finance lease costs consists of interest expense on the finance lease liabilities as well as amortization of the finance lease right-of-use assets on a straight-line basis over the lease term.

For operating leases with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its Consolidated Balance Sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to its Consolidated Statements of Comprehensive Loss. The Company has operating lease agreements with insignificant non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease component.

2.23Provision for credit losses

The Company has several types of financial assets and liabilities that are subject to ASC 326’s CECL model. The CECL reserves for credit loss represents the Company’s best estimate of the expected lifetime credit losses for accounts receivable, loans recognized as a result of payments under guarantees and other receivables as of the balance sheet dates. The adequacy of the reserves for credit losses is assessed quarterly; and the assumptions and models used in establishing the allowance are evaluated regularly. Because credit losses can vary substantially over time, estimating credit loss reserves requires us to estimate lifetime expected credit losses by incorporating historical loss experience, as well as current and future economic conditions over a reasonable and supportable period beyond the balance sheet date.

| F-26 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.23Provision for credit losses (continued)

Measurementof CECL reserve

The Company estimates its CECL reserve for different financial instruments using various methods including the probability-of-default method, the loss rate method, the roll rate method and the discounted cash flow method.

●	For<br> loans recognized as a result of payments under guarantees and financial lease receivables,<br> the loss rate method is applied as the comprehensive product impact of Probability of Default<br> (“PD”) and Loss Given Default (“LGD”).

●	The<br> roll rate model is adopted for accounts receivable; while for some other receivables which<br> cannot be pooled with financial assets with similar risk characteristics, the reserve for<br> credit losses is evaluated on an individual basis using the discounted cash flow method.

Note that to incorporate the forward-looking impacts based on the Company’s best macroeconomic forecasts, quantitative adjustments are applied to key parameters such as PD, LGD, loss rates, and roll rates on a collective basis. The Company groups its financial instruments into pools by credit status, product types, accounts receivable aging schedule, collateral types and other risk characteristics as appropriate in the calibration and adjustments of these parameters.

2.24Accounting of the down round feature

The Company assesses whether there are circumstances that trigger the down round feature for convertible preferred shares and warrants. When the down round feature is triggered, the Company considers the provision of ASC 260-10-30-1 and measures the value of the effect of the feature as the difference between (a) the fair value of the issued financial instrument (without the down round feature) with a conversion or exercise price corresponding to the stated conversion or exercise price before the conversion or exercise price reduction and (b) the fair value of the issued financial instrument (without the down round feature) with a conversion or exercise price corresponding to the reduced conversion or exercise price upon the down round feature being triggered. The excess value of the convertible preferred shares or warrant resulting from the triggering of the down round feature as determined on the measurement date shall be a deemed dividend to the preferred shareholders or to the warrant holders, which should be deducted to arrive at net income/(loss) to ordinary shareholders. Therefore, recognition of the fair value of the down round feature results in a charge to retained earnings/(accumulated deficit) and a credit to additional paid-in capital in permanent equity rather than mezzanine equity.

2.25Accounting of the forward contract

The Company evaluates forward contracts over its own equity to determine the appropriate classification as assets, liabilities, or equity. Forward contracts that are considered indexed to the Company’s own stock and meet the requirements for equity classification are classified as equity with no subsequent remeasurement. Forward contracts that are not considered indexed to the Company’s own stock are classified as assets or liabilities and initially recognized at fair value on the Consolidated Balance Sheets, and subsequently remeasured at fair value each reporting period, with changes in fair value recognized in the Consolidated Statements of Comprehensive Loss.

| F-27 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

2.

PRINCIPAL ACCOUNTING POLICIES (CONTINUED)

2.25Recent accounting pronouncements

Recentlyadopted accounting pronouncements:

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance on an interim and annual basis. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the nine months ended December 31, 2024, on a retrospective basis which resulted in updated segment disclosures (Note 19).

Recentlyissued accounting pronouncements not yet adopted

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity′s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in the Group′s consolidated financial statements, once adopted.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

| F-28 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

3.

LOANS RECOGNIZED AS A RESULT OF PAYMENTS UNDER GUARANTEES

The Group used to provide loan facilitation related guarantee service before April 2020. The third-party financing partners offered financing solutions to the Borrowers and the Group was required to provide a guarantee. In the event of a payment default from the Borrower, the Group was required to repay the monthly instalment or full amount of outstanding loan to the financing partner as the guarantor. As such, the Group recognized loan receivables as a result of payment under the guarantee deducted by an allowance to its expected recoverable amounts in the Consolidated Balance Sheets.

SCHEDULE OF ALLOWANCE FOR EXPECTED RECOVERABLE AMOUNTS

	March 31,<br> <br>2024			December 31,<br> <br>2024
	RMB			RMB
Loans recognized as a result of payments under guarantees		7,995			7,710
Less: provision for credit losses		(7,995	)		(7,710	)
Loans recognized		-			-

An aging analysis of loans recognized as result of payments under guarantees was as follows:

SCHEDULE OF LOANS RECOGNIZED AS A RESULT OF PAYMENTS UNDER GUARANTEES

	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB
Over 12 months		7,995		7,710
Loans recognized as a result of payments under guarantees		7,995		7,710

The Group relies on the consumers’ credit history, loan-to-value ratio and other certain application information to evaluate and rank their respective risk on an ongoing basis. The credit grades represent the relative likelihood of repayment. Customers assigned a grade of “Normal” are determined to have the highest probability of repayment, customers assigned a grade of “Attention” are determined to have a lower probability of repayment, and customers assigned a grade of “Secondary” are determined to have a lowest probability of repayment. Loan performance is reviewed on a recurring basis to identify whether the assigned grades adequately reflect the customers’ likelihood of repayment.

The balance of loans recognized as a result of payments under guarantees by grade of monitored credit risk quality indicator as of March 31, 2024 and December 31, 2024 were listed as below:

SCHEDULE OF BALANCE OF LOANS RECOGNIZED AS A RESULT OF PAYMENTS UNDER GUARANTEES MONITORED CREDIT RISK QUALITY INDICATOR

	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB
Normal		-		-
Attention		-		-
Secondary		7,995		7,710
Loans recognized, net		7,995		7,710

| F-29 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

3. LOANS RECOGNIZED AS A RESULT OF PAYMENTS UNDER GUARANTEES (CONTINUED)

The movement of provision for credit losses for the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024 was as follows:

SCHEDULE OF MOVEMENT OF PROVISION FOR CREDIT LOSSES

	For the fiscal years ended<br> <br>March 31,						For the nine months<br> <br>ended December 31,
	2023			2024			2024
	RMB			RMB			RMB
Beginning balance of the period		(324,371	)		(10,337	)		(7,995	)
(Provision for)/reversal of credit losses		(1,770	)		1,719			285
Write-offs		308,847			-			-
Payments from the borrowers or other recoveries		6,957			623			-
Ending balance of the period		(10,337	)		(7,995	)		(7,710	)

The following table explains the changes in the provision of credit losses by grade of monitored credit risk quality indicator as of March 31, 2023 and 2024 and December 31, 2024:

SCHEDULE OF CHANGES IN PROVISION FOR CREDIT LOSSES

	Normal			Attention			Secondary			Total
	RMB			RMB			RMB			RMB
Balance at March 31, 2022		(1,805	)		(74,783	)		(247,783	)		(324,371	)
(Provision for)/reversal of credit losses		(8,126	)		(4,844	)		11,200			(1,770	)
Write-offs		3,341			74,519			230,987			308,847
Payments from the borrowers or other recoveries		-			297			6,660			6,957
Transfer from Normal to Secondary		6,590			-			(6,590	)		-
Transfer from Attention to Secondary		-			4,811			(4,811	)		-
Balance at March 31, 2023		-			-			(10,337	)		(10,337	)
Reversal of credit losses		-			-			1,719			1,719
Payments from the borrowers or other recoveries		-			-			623			623
Balance at March 31, 2024		-			-			(7,995	)		(7,995	)
Reversal of credit losses								285			285
Balance at December 31, 2024		-			-			(7,710	)		(7,710	)

| F-30 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

4.

OTHER RECEIVABLES, NET

SCHEDULE OF OTHER RECEIVABLES NET

	March 31,<br> <br>2024			December 31,<br> <br>2024
	RMB			RMB
Rental and other deposits		25,681			24,228
Staff advance		15,138			11,883
Other receivables, gross		40,819			36,111
Less: provision for credit losses		(22,739	)		(21,113	)
Other receivables, net		18,080			14,998

The movement of the provision for credit loss for the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024 was as follows:

SCHEDULE OF PROVISION FOR CREDIT LOSS

	2023			2024			2024
	For the fiscal years ended<br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB
Beginning balance of the period		(30,251	)		(26,541	)		(22,739	)
Additions		(12,400	)		-			-
Write-offs		16,110			3,802			1,626
Ending balance of the period		(26,541	)		(22,739	)		(21,113	)

| F-31 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

5.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

SCHEDULE OF PREPAID EXPENSES AND OTHER ASSETS

	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB
VAT-input deductible		67,452		79,151
Prepaid marketing expense		2,290		2,716
Prepaid consulting and professional service fees		1,300		2,741
Prepaid insurance cost		479		298
Prepaid rental expense		51		109
Others		215		1,962
Prepaid expenses and other<br> current assets		71,787		86,977

6.

PROPERTY, EQUIPMENT AND SOFTWARE, NET

Property, equipment and software, net, consist of the following:

SCHEDULE OF PROPERTY, EQUIPMENT, SOFTWARE, NET

	March 31,			December 31,
	2024			2024
	RMB			RMB
Cost
Leasehold improvement		212,123			37,038
Electronic equipment		49,036			16,379
Software		26,953			18,213
Furniture		15,643			14,868
Machine		11,081			16,805
Vehicles and motors		6,621			6,656
Construction in progress		778			98
Total property, equipment and software		322,235			110,057
Less: accumulated depreciation and amortization
Leasehold improvement		(175,667	)		(3,837	)
Electronic equipment		(45,327	)		(13,052	)
Software		(22,974	)		(16,891	)
Furniture		(1,083	)		(873	)
Machine		(477	)		(1,211	)
Vehicles and motors		(2,464	)		(2,773	)
Total accumulated depreciation and amortization		(247,992	)		(38,637	)
Net book value		74,243			71,420

The

total amounts charged to the Consolidated Statements of Comprehensive Loss for depreciation and amortization expense are approximately RMB13.4 million, RMB12.3 million and RMB8.2 million for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, respectively.

| F-32 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

7.

LONG-TERM INVESTMENTS

The Group’s long-term investments consist of the following:

SCHEDULE OF LONG-TERM INVESTMENTS

	March 31,		December 31,
	2024		2024
	RMB		RMB
Equity investments accounted for using the measurement alternative
Jincheng Consumer Finance (Sichuan) Co., Ltd. (“Jincheng”)		279,300		-
Equity investments accounted for using the measurement alternative		279,300		-
Total long-term investments		279,300		-

Investment in Jincheng

Investment

in Jincheng represents an investment of 19% ordinary equity interest in a professional consumer financial service company. As the Group could not execute significant influence over Jincheng, the Group accounted for the investment using the alternative method measurement, and no m easurement events were identified during the fiscal year ended March 31, 2023. In July 2022 and June 2023, the Group received cash dividends from Jincheng amounting to RMB10.4 million and RMB12.0 million.

In

November 2022, the Group entered into a definitive agreement with a third-party, pursuant to which the equity interest of Jincheng with carrying amount of RMB282.8 million was pledged to obtain a loan with RMB292.0 million principal bearing 5% annum interest rate, and due in December 2024 (Note 8).

In

January 2024, the Group entered into an equity transfer agreement with a third party for the disposal of the investment at a cash consideration of RMB271.3 million. The transaction will be terminated if the sale of investment is not approved by the government. Given the uncertainty of the approval, the Company did not derecognize the investment as of March 31, 2024 until the approval and the sale of investment was subsequently completed in April 2024. As the cash consideration of RMB271.3 million received and cash dividend of RMB8.0 million expected to be received in July 2024 is lower than the carrying value of the investment of RMB282.8 million as of March 31, 2024, the Group recognized the impairment provision of approximately RMB3.5 million against the carrying value of the investment, and the impairment was recorded in “other expenses” in the Group’s Consolidated Statements of Comprehensive Loss for the fiscal year ended March 31, 2024. As of the settlement date in April 2024, the Group derecognized the investment with a carrying value of RMB279.3 million with no gains/losses from the disposal recognized, and the proceeds from such disposal were used to repay the long-term loan (Note 8) that this investment was pledged to.

| F-33 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

8.

BORROWINGS

The following table presents short-term and long-term borrowings as of March 31, 2024 and December 31, 2024.

SCHEDULE OF SHORT-TERM AND LONG-TERM BORROWINGS FROM COMMERCIAL BANKS OR OTHER INSTITUTIONS

Funding Partners	Terms	Rate
			RMB	RMB
Short-term borrowing from related party (Note 13)	within 12 months	6%	7,000	1,000
Short-term borrowing from third parties	within 12 months	4%-10%	71,181	174,616
Short-term, borrowing amount			78,181	175,616
Current portion of long-term borrowings	2 years, due in December 2024	5%	291,950	-
Long-term borrowings from related party	18 months, due in March 2026	5.35% per annum within 12 months after the drawdown date, and 8% per annum after 12 months until the loan is repaid in full	-	53,913

Short-term

borrowings from third parties outstanding as of December 31, 2024 comprised of: a) the loans of RMB126.3 million drawn down under the Group’s inventory-pledged financing facilities, b) other short-term borrowings from third parties.

The

Group entered into inventory-pledged financing facilities with several reputable banks and financial institutions to finance its procurement of vehicle inventory, which was pledged by the Group’s vehicle inventory. Under the inventory-pledged financing facilities, repayment of amounts drawn for the purchase of a vehicle should generally be made within several days after selling or otherwise disposing of the vehicle or in 90 days if the vehicle is not sold or disposed. The inventory-pledged financing facilities require monthly interest payments with an annual interest rate of 4% - 9%. As of December 31, 2024, the Company had borrowings of RMB126.3 million outstanding under the inventory-pledged financing facilities, and the unused facilities as of December 31, 2024 amounted to RMB253.7 million. The total carrying value of the inventories pledged for these borrowings is amounting to RMB175.7 million.

| F-34 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

8.

BORROWINGS (CONTINUED)

Current

portion of long-term borrowings outstanding as of March 31, 2024 was pledged with the equity interest the Group holds in an investment (Note 7). The long-term borrowing will be due in December 2024. In December 2023, the Group entered into a supplementary agreement with the borrower, mutually agreed that if the Group successfully disposes the investment pledged and pays the borrower cash proceeds of RMB240.0 million, the remaining principal and interests will be waived. In conjunction with the sale of investment transaction, the Group also entered into a financial advisory agreement with a third party financial advisor and a supplement agreement in which the Group will incur the advisory expense of RMB36.9 million upon the successful completion of the sale of investment. However, if the sale of investment transaction fails, the Group is still obligated to repay all the principal and interests under the original borrowing agreement. Given the uncertainty of the sale of investment, the Group did not account for the extinguishment of the borrowing as a result of a troubled debt restructuring until the completion of the sale of investment and settlement of the borrowing in April 2024. For the nine months ended December 31, 2024, the Group recognized the net gain from extinguishment of debt amounting to RMB35.2 million, which is the difference between the total amount of borrowing of RMB312.1 million derecognized (including principal of RMB292.0 million and interests of RMB20.1 million) and the aggregate amount of RMB240.0 million repaid and the advisory expense of RMB36.9 million as the direct cost incurred to complete the extinguishment.

Long-term

borrowing from related party outstanding as of December 31, 2024 amounted to RMB53.9 million. On September 12, 2024, the Company’s Anhui subsidiary (“Uxin Anhui”) entered into a loan agreement with Pintu (Beijing) information Technology Co., Ltd. (“Pintu Beijing”), pursuant to which Pintu Beijing agreed to extend loan to Uxin Anhui in a principal amount of the RMB equivalent of US$7.5 million for a term of 18 months from the drawdown date unless other repayment schedule is negotiated and mutually agreed by Uxin Anhui and Pintu Beijing. The interest rate is 5.35% per annum within 12 months after the drawdown date, and 8% per annum after 12 months until the loan is repaid in full. The loan is guaranteed by Uxin’s Shaanxi subsidiary pursuant to a guarantee agreement entered on the same date. On September 13, 2024, Uxin Anhui made the drawdown of this loan, and the total RMB amount received was classified as “Long-term borrowings from related party” in non-current liabilities. Subsequently in November 2024, the Company entered into a Share Subscription Agreement with Lightwind Global Limited (“Lightwind”, a wholly-owned subsidiary of Pintu Beijing). Pursuant to this agreement and subject to the fulfilment of specified conditions, Uxin agreed to allot and issue, while Lightwind agreed to subscribe for, a total of 1,543,845,204 Class A Ordinary Shares of the Company, with an aggregate subscription amount of US$7.5 million. When the specified conditions were fulfilled and a repayment schedule of the long-term loan of US$7.5 million was mutually agreed, Lightwind shall invest equivalent amount in the Company after Uxin Anhui repays the loan under the repayment schedule to Pintu Beijing. In substance, the Company issued a forward contract to Lightwind, as Lightwind is obligated to purchase the shares, and the Company is required to issue them upon the satisfaction of the closing conditions at the pre-agreed price and amount which shall be a deemed dividend to the forward contract holder recorded in the additional paid-in capital. In addition, given that this forward contract is considered indexed to the Company’s own stock and meet the requirement for equity classification, it was also classified under the Company’s equity and was initially measured at fair value amounting to RMB44.7 million with no subsequent remeasurement.

In

March 2025, a revised repayment schedule was mutually agreed by Uxin Anhui and Pintu Beijing. Subsequently, in March and April 2025, Uxin Anhui repaid the total amount of principal and interests, amounting to RMB55.0 million, to Pintu Beijing. Concurrently, Lightwind made an equivalent investment in the Company as the specified conditions for the investment had been fulfilled.

The

weighted average interest rate for all outstanding borrowings was approximately 6.5% and 6.0% as of March 31, 2024 and December 31, 2024 respectively, and the weighted average interest rate for short-term outstanding borrowings was approximately 6.5% and 6.2% as of March 31, 2024 and December 31, 2024 respectively.

| F-35 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

9.

OTHER PAYABLES AND OTHER CURRENT LIABILITIES

SCHEDULE OF OTHER PAYABLES AND OTHER CURRENT LIABILITIES

	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB
Consideration payable to WeBank, current (Note 10)		78,207		29,302
Tax payables		65,506		72,991
Accrued service fee for IT and other professional support		61,518		54,224
Deposits		34,925		30,155
Accrued advertising expenses		29,739		23,708
Accrued service fee for transaction support		25,580		26,940
Accrued salaries and benefits		21,872		16,991
Interest payable		19,460		1,204
Deferred revenue		14,404		26,728
Others		19,591		24,148
Other<br> payables and accruals		370,802		306,391

10.

CONSIDERATION PAYABLE TO WEBANK

SCHEDULE OF CONSIDERATION PAYABLE TO WEBANK

	March 31,<br> <br>2024			December 31,<br> <br>2024
	RMB			RMB
Consideration payable to WeBank in total (i)		78,207			56,539
Less: current portion (recorded in “other payables and other current liabilities” (Note 9)		(78,207	)		(29,302	)
Consideration payable<br> to Webank		-			27,237
(i)	In 2020, the Group<br>entered into agreements with WeBank in order to settle the Group’s remaining guarantee liabilities with regards to its historically-facilitated<br>loans. Pursuant to the agreements, the Company will pay an aggregate amount of RMB372.0 million to WeBank from 2020 to 2025 as a guarantee<br>settlement with a maximum annual settlement amount of no more than RMB84.0 million. Upon the signing of the 2020 July Agreement, the<br>Group was no longer subject to guarantee obligations in relation to its historically facilitated loans for WeBank under the condition<br>that the Group made the instalments based on the agreed-upon schedule in agreements.
---	---

Subsequently

on June 21, 2021, the Company entered into a supplemental agreement with WeBank and under this supplemental agreement a total of RMB48.0 million instalment payments was waived immediately upon the effectiveness of this supplemental agreement. The effectiveness of this supplemental agreement was conditioned on the closing of the first tranche of financing with NIO Capital and Joy Capital. The first tranche of financing closed on July 12, 2021 and therefore this supplemental agreement became effective on July 12, 2021, and related waived payment, total amount of RMB73.7 million, was recorded in “other operating income” for the fiscal year ended March 31, 2022.

On June 28, 2023, the Company entered into another supplemental agreement with WeBank to extend the repayment of RMB30.0 million due on June 30, 2023. Under the new terms, the repayment was divided into monthly instalments of to RMB5.0 million each month from June 2023 to November 2023, and the Company had made each repayment on schedule.

On December 31, 2023, the Company entered into another supplemental agreement with WeBank to extend the repayment of RMB30.0 million due on December 31, 2023. Under the new terms, the repayment was divided into monthly instalments of RMB2.5 million for each month from December 2023 to November 2024, and the Company has made each repayment on schedule.

On June 21, 2024, the Company entered into another supplemental agreement with WeBank which revised and extended the repayment schedule of the last two instalments of RMB30.0 million each due on June 30, 2024 and December 31, 2024 respectively to the monthly repayments of RMB2.5 million for each month from December 2024 to November 2026. As a result of this modification, the Group classified the payables to WeBank amounting to RMB27.2 million repayable after twelve months from December 31, 2024 as “Consideration payable to WeBank” in non-current liabilities.

| F-36 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

11.

OTHER OPERATING INCOME, NET

SCHEDULE OF OTHER OPERATING INCOME, NET

	2023			2024		2024
	For the fiscal year ended<br> <br>March 31,					For the nine months ended December 31,
	2023			2024		2024
	RMB			RMB		RMB
Gains from waiver of operating payables (i)		70,500			10,604		9,703
Government grant (ii)		5,252			6,135		21,511
Guarantee income		46			-		-
Others		(5,808	)		1,262		463
Total		69,990			18,001		31,677
(i)	The<br>Company entered into supplemental agreements with several suppliers in May and June 2021, pursuant to which the Company would be exempted,<br>conditionally, from the repayment of other payables of approximately RMB120.4 million. Payment conditions were met during fiscal year<br>ended 2023 resulting in an incremental RMB56.1 million in payables waived pursuant to the operative supplier agreements. The waiver of<br>this additional payables balance resulted in a gain recorded in the same fiscal year. In<br>addition, the Company continued to negotiate with other suppliers to settle long-aged payables, resulting in additional wavier gains<br>of RMB14.4 million, RMB10.6 million and RMB9.7 million recorded for the fiscal years ended March 31, 2023 and 2024 and the nine months<br>ended December 31, 2024, respectively.
---	---
(ii)	During<br>the nine months ended December 31, 2024, the Company received several cash-based government subsidies which are primarily intended to<br>support the business operations in the Hefei and Xi’an superstore. All conditions associated with these subsidies have been satisfied,<br>and the cash received does not need to be refunded under any circumstances. The Company recorded these subsidies under “Other operating<br>income, net” in the Consolidated Statements of Comprehensive Loss.
---	---

| F-37 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

12.

LEASES

The Group recognized lease assets and lease liabilities related to substantially all of the Group’s lease arrangements in the consolidated financial statements. The Group has operating leases primarily for office and operations space. The Group’s operating lease arrangements have remaining terms of one year to ten years.

The

Group’s finance lease represented the lease of the used car retail superstore (the “Superstore”) in Hefei. A subsidiary of the Company, Uxin Hefei entered into a lease and purchase agreement with HCI to lease the Superstore in Hefei with a 10-year lease term with an annual lease payment of RMB147.1 million from September 2023 to September 2032, and further obtained an option to purchase the Superstore at the cost of RMB716.9 million at the end of lease term. The initial direct cost made and the incentive received on or before the lease commencement date were immaterial. On the lease commencement date, the property, plant and equipment for the Superstore amounted RMB1,563.5 million with the estimated useful lives of 50 years, being the present value of the lease payments and the exercise price of the purchase obligation using the implicit rate of return in the finance lease arrangement. The Group commenced the lease of the Superstore in September 2023. As the lease contains an option to purchase the underlying asset which is reasonably certain to be exercised by the Company, it was classified as a finance lease.

In

January 2024 and September 2024, the total lease payments were modified respectively, and the lease liability was remeasured based on the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification. Right-of-us assets and lease liabilities are adjusted down by RMB216.1 million and adjusted up by RMB28.2 million upon the modifications in January 2024 and September 2024, respectively.

In

April 2025, Uxin Hefei and HCI mutually agreed that HCI will convert its second-year rental of RMB127.7 million into an investment for the subscription of 8.40% equity interests in Uxin Hefei. According to this agreement signed with HCI, the subsequent settlement of the second-year rental did not constitute any breach or default of the contract as of December 31, 2024.

Supplemental Consolidated Balance Sheets information related to leases were as follows:

SCHEDULE OF SUPPLEMENTAL CONSOLIDATED BALANCE SHEET INFORMATION RELATED TO LEASES

	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB
Operating leases
Right-of-use assets		168,418		194,388
Operating lease liabilities - current		12,310		14,563
Operating lease liabilities - non-current		154,846		180,920
Total operating lease liabilities		167,156		195,483
Finance leases
Right-of-use assets		1,339,537		1,346,728
Finance lease liabilities - current		51,160		183,852
Finance lease liabilities - non-current		1,191,246		1,141,118
Total finance lease liabilities		1,242,406		1,324,970

| F-38 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

12.

LEASES (CONTINUED)

The components of lease expense are as follows within the Consolidated Statements of Comprehensive Loss:

SCHEDULE OF SUPPLEMENTAL OF COMPREHENSIVE LOSS RELATED TO LEASES

	2023		2024		2024
	For the fiscal year ended<br> <br>March 31,				For the nine months ended<br><br> <br>December 31,
	2023		2024		2024
	RMB		RMB		RMB
Operating lease expense:
Operating lease expense		17,490		20,115		19,058
Short-term lease expense		5,905		5,452		1,909
Total operating lease expenses		23,395		25,567		20,967
Finance lease expense:
Amortization expense		-		14,290		21,029
Interest expense		-		41,184		60,662
Total finance lease expenses		-		55,474		81,691
Total lease expenses		23,395		81,041		102,658

Other information related to leases where the Group is the lessee was as follows:

SCHEDULE OF SUPPLEMENTAL OTHER INFORMATION RELATED TO LEASE


Weighted average remaining lease term
Operating leases	8.75		8.00
Finance leases	9.50		8.75
Weighted average incremental borrowing rate
Operating leases	4.30	%	4.30	%
Finance leases	6.60	%	6.58	%

| F-39 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

12.

LEASES (CONTINUED)

Supplemental cash flow information related to leases were as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION RELATED TO LEASES

	2023		2024		2024
	For the fiscal year ended<br><br> <br>March 31,				For the nine months ended December 31,
	2023		2024		2024
	RMB		RMB		RMB
Operating cash outflows from operating leases		10,231		18,011		16,701
Right-of-use assets obtained in exchange for operating lease liabilities		84,947		97,731		39,301
Right-of-use assets obtained in exchange for finance lease liabilities, after modification		-		1,353,827		28,220

Maturities of lease liabilities are as follows:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

	December 31, 2024
	Finance lease			Operating lease
	RMB			RMB
Matured as of December 31, 2024		127,746			-
Fiscal year ended December 31, 2025		132,474			22,781
Fiscal year ended December 31, 2026		132,474			24,052
Fiscal year ended December 31, 2027		132,474			27,776
Fiscal year ended December 31, 2028		132,474			29,469
Fiscal year ended December 31, 2029		132,474			31,327
Thereafter		1,054,859			99,529
Total lease payments		1,844,975			234,934
Less: imputed interest		(520,005	)		(39,451	)
Total lease liabilities		1,324,970			195,483
Less: current portion		(183,852	)		(14,563	)
Non-current portion of lease liabilities		1,141,118			180,920

| F-40 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

13.

RELATED PARTY BALANCES AND TRANSACTIONS

The table below sets forth the major related parties and their relationships with the Group as of March 31, 2024 and December 31, 2024:

SCHEDULE OF TABLE SETS FORTH THE MAJOR RELATED PARTIES AND THEIR RELATIONSHIPS WITH THE GROUP

Name of related parties	Relationship with the Group
Joy<br> Capital	Preferred<br> shareholder before March 27, 2024 and non-controlling shareholder since March 27, 2024
NIO<br> Capital	Preferred<br> shareholder before March 27, 2024 and Principal Shareholder since March 27, 2024
Pintu<br> Beijing	Significantly<br> influenced by Principal Shareholder
Lightwind<br> Global Limited (“Lightwind”)	Significantly<br> influenced by Principal Shareholder
Xin<br> Gao Group Limited	Non-controlling<br> shareholder, controlled by Mr. Kun Dai, chairman and chief executive officer of the Company
Mr.<br> Kun Dai (i)	Chairman<br> and chief executive officer of the Company

(i)	On February 22, 2024, the<br> Company entered into a one-year 1 loan agreement with Mr. Kun Dai, pursuant to which the Company<br> borrowed RMB7.0<br> million from Mr. Kun Dai at an annual interest rate of 6%.<br> As of December 31, 2024, the remaining balance of the loan is RMB1.0<br> million, and it is recorded as “Short-term borrowing from related party” in the Consolidated Balance Sheets.

Except for the loan mentioned above, the loans obtained from Pintu Beijing (Note 8), the senior convertible preferred shares, warrants and forward contracts issued to NIO Capital, Joy Capital and Xin Gao (Note 15) and the forward contract issued to Lightwind (Note 8), there were no material related party transactions for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024 and balances as of March 31, 2024 and December 31, 2024.

| F-41 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

14.

INCOME TAX EXPENSE

CaymanIslands

Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

BritishVirgin Islands

Under the current laws of the British Virgin Islands, entities incorporated in the British Virgin Islands are not subject to tax on their income or capital gains.

HongKong

Under

the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiaries in Hong Kong are subject to 16.5% Hong Kong profit tax on its taxable income generated from operations in Hong Kong. Additionally, payments of dividends by the subsidiaries incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

China

On

March 16, 2007, the National People’s Congress of PRC enacted a new Corporate Income Tax Law (“new CIT law”), under which Foreign Investment Enterprises (“FIEs”) and domestic companies would be subject to corporate income tax at a uniform rate of 25%. The new CIT law became effective on January 1, 2008. Under the new CIT law, preferential tax treatments will continue to be granted to entities which conduct businesses in certain encouraged sectors and to entities otherwise classified as “High and New Technology Enterprises” or “Software Enterprises”.

Youxin

Internet (Beijing) Information Technology Co., Ltd. (“Youxin Hulian”) and Youfang (Beijing) Information Technology Co., Ltd. (“Youfang”) have been qualified as “high and new technology enterprise” (“HNTE”) and enjoy a preferential income tax rate of 15% from 2020 to 2022 and from 2023 to 2025, respectively.

The

Group’s other PRC subsidiaries are subject to the statutory income tax rate of 25%.

As of December 31, 2024, the major tax jurisdictions of the Group are China and Hong Kong, and the tax year is the calendar year.

| F-42 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

14.

INCOME TAX EXPENSE (CONTINUED)

Compositionof income tax expense

The current and deferred portions of income tax expense included in the Consolidated Statements of Comprehensive Loss during the fiscal years ended March 31, 2023 and 2024 and the nine months ended December 31, 2024 were as follows:

SCHEDULE OF CURRENT AND DEFERRED PORTIONS OF INCOME TAX EXPENSE INCLUDE IN THE CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	2023			2024			2024
	For the fiscal year ended<br> <br>March 31,						For the nine months ended December 31,
	2023			2024			2024
	RMB			RMB			RMB
Current income tax expense		(366	)		(311	)		(39	)
Deferred income tax expense		-			-			-
Total income tax expense		(366	)		(311	)		(39	)

Reconciliationof the differences between statutory tax rate and the effective tax rate

The following table sets forth a reconciliation between the statutory PRC EIT rate of 25% and the effective tax rate:

SCHEDULE OF RECONCILIATION OF DIFFERENCES BETWEEN STATUTORY TAX RATE AND THE EFFECTIVE TAX RATE

	2023			2024			2024
	For the fiscal year ended<br> <br>March 31,						For the nine months ended December 31,
	2023			2024			2024
Statutory income tax rate 25.0% (i)		25.0	%		25.0	%		25.0	%
Permanent differences		(3.3	)%		(1.1	)%		(1.1	)%
Effect of different tax rate (ii)		36.7	%		(5.5	)%		23.2	%
Change of valuation allowance		(58.1	)%		(18.3	)%		(47.1	)%
Effective tax rate		0.3	%		0.1	%		0.0	%
(i)	The PRC statutory<br>income tax rate was used because the majority of the Group’s operations are based in PRC.
---	---
(ii)	The effect of different<br>tax rate is attributed to varying rates in other jurisdictions where the Group is established, such as the Cayman Islands or Hong Kong,<br>and the preferential tax rate certain entities in the Group enjoys.
---	---

| F-43 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

14.

INCOME TAX EXPENSE (CONTINUED)

Deferredtax assets and deferred tax liabilities

The following table sets forth the significant components of the deferred tax assets:

SCHEDULE OF SIGNIFICANT COMPONENTS OF THE DEFERRED TAX ASSETS AND LIABILITIES

	March 31,<br> <br>2024			December 31,<br> <br>2024
	RMB			RMB
Deferred tax assets
Net operating loss carry forwards		1,512,929			1,328,662
Deductible advertising expense		444,484			93,960
Leases		193,523			195,166
Provision for credit losses		10,762			9,298
Impairment loss for equity investments accounted for using measurement alternative		865			-
Less: valuation allowance		(1,977,402	)		(1,424,137	)
Net deferred tax assets		185,161			202,949
	March 31,<br> <br>2024			December 31,<br> <br>2024
---	---	---	---	---	---	---
	RMB			RMB
Deferred tax liabilities
Leases		(185,161	)		(202,949	)
Total deferred tax liabilities, net		(185,161	)		(202,949	)

Movementof valuation allowance

SCHEDULE OF MOVEMENT OF VALUATION ALLOWANCE

	2023			2024			2024
	Forthe fiscal year<br><br> <br>ended<br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB
Balance at beginning of the period		(2,096,090	)		(2,187,715	)		(1,977,402	)
Changes of valuation allowance		(91,625	)		210,313			553,265
Balance at end of the period		(2,187,715	)		(1,977,402	)		(1,424,137	)

As

of December 31, 2024, the Group had net operating loss carry forwards of approximately RMB5,212.9 million which arose from the subsidiaries established in the PRC. For all subsidiaries in China, the loss carry forwards will expire from 2025 to 2029.

A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized. In making such determination, the Group evaluates a variety of factors including the Group’s operating history, accumulated deficit, the existence of taxable temporary differences and reversal periods.

The Group has incurred net accumulated operating losses for income tax purposes since its inception. The Group believes that it is more likely than not that these its net operating losses and other deferred tax assets will not be utilized in the future. Therefore, the Group has provided full valuation allowances for the deferred tax assets as of March 31, 2024 and December 31, 2024.

| F-44 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

15.

SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS

2021Subscription Agreement

In

June 2021, the Company entered into shares subscription agreements, respectively, with NIO Capital and Joy Capital for an aggregate investment amount of up to US$315.0 million for the subscription of senior convertible preferred shares. The first closing in the amount of US$100.0 million was completed for the issuance of 291,290,416 senior convertible preferred shares on July 12, 2021. On the same day, the Company also issued warrants to each of NIO Capital and Joy Capital to purchase up to 240,314,593 senior convertible preferred shares for an aggregate amount of US$165.0 million which was included in the aforementioned US$315.0 million. Each investor has the option to exercise the warrants within 18 months of the first closing date. In January 2023, the Company entered into a new agreement with NIO Capital and Joy Capital to extend the expiration date of the forementioned warrants from January 12, 2023 to January 12, 2024. In August 2023, Joy Capital exercised its warrants in full. Warrants authorised to NIO Capital was not exercised and terminated in December 2023.

For

the second closing in the amount of US$50.0 million, US$27.5 million, US$10.0 million and US$7.5 million were received in November 2021, March 2022 and June 2022, respectively, and accordingly, a total of 80,104,865 senior convertible preferred shares, 29,129,042 and 21,846,781 senior convertible preferred shares were issued, respectively. In July 2022, NIO Capital assigned its rights and obligations to an independent third party to subscribe for 14,564,520 senior convertible preferred shares for a total price of US$5.0 million under the second closing. On the same day, the Company received the remaining US$5.0 million. Following this closing, the second closing of this financing transaction for the amount of US$50.0 million has been completed.

2022Subscription Agreement

In

June 2022, the Company entered into another definitive agreement with affiliates of an existing shareholder, NIO Capital. Pursuant to the definitive agreement, NIO Capital had agreed with the Company for the subscription of 714,285,714 senior convertible preferred shares for an aggregate amount of US$100.0 million, which was to be paid in multiple instalments. The first payment for the par value of these preferred shares of US$71.4 thousand was made by NIO Capital in July 2022. In October 2022 and March 2023, a total of US$9.9 million and US$8.4 million was paid by NIO Capital The remaining US$81.6 million was recorded in “Subscription receivable from shareholders” and reflected as a deduction from mezzanine equity as of March 31, 2023. Subsequently on April 4, 2023, NIO Capital, NBNW Investment Limited (“NBNW”, an affiliate of NIO Capital) and the long-term debt holders of the Company, namely WP, TPG, and Magic Carpet, entered into assignment agreements to assign all the rights under the then outstanding long-term debt of US$61.6 million to NBNW and then further assign to NIO Capital. Concurrently, the Company entered into a supplemental agreement with NIO Capital, and agreed to offset its subscription receivable by US$61.6 million with its obligation under long-term debt due to NIO Capital after the assignment. This supplemental agreement resulted in a remaining US$20 million amount due to the Company from NIO Capital relating to the aforementioned senior convertible shares subscription agreement. In April and October 2023, subscription receivable of US$1.6 million and US$2 million was received. In May, June and July 2024, the subscription receivables amounting to US$7.0 million (equivalent to RMB49.8 million) were received, and the remaining subscription receivable of US$9.4 million (equivalent to RMB60.5 million) was presented as subscriptions receivable, a contra-equity balance on the Consolidated Balance Sheets as of December 31, 2024 after the conversion of all the preferred shares into Class A ordinary shares in March 2024.

2024Subscription Agreement

On

March 26, 2024, the Company entered into definitive agreements with Xin Gao Group Limited (“Xin Gao”) and issued 1,440,922,190 senior convertible preferred shares at conversion price of US$0.004858 per Class A ordinary share for an aggregate amount of US$7.0 million. As Xin Gao is controlled by Mr. Kun Dai, the Chairman of the Board of Directors and Chief Executive Officer of Company and the fair value of the senior convertible preferred shares is higher than the consideration received from Xin Gao, a share-based compensation expense of US$4.0 million (equivalent to RMB28.7 million) equal to the difference between the fair value of the preferred shares issued and the consideration received was recorded in general and administrative expenses in March 2024.

On March 27, 2024, as agreed by all preferred shareholders, all senior convertible preferred shares were converted into Class A ordinary shares.

| F-45 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

15.

SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)

The major rights, preferences and privileges of the senior convertible preferred shares under the 2024 Subscription Agreement, 2022 Subscription Agreement and 2021 Subscription Agreement are as follows:

Conversionrights

Each

senior convertible preferred share shall be convertible, at any time and from time to time from and after the applicable original issue date of 2021 Subscription Agreement and 2022 Subscription Agreement. The original conversion price for each senior convertible preferred share shall be US$0.3433 per Class A ordinary share for 2021 Subscription Agreement.

The conversion price down round feature is triggered when the Company provides for a lower conversion price in subsequent convertible preferred shares offerings. The provision of a lower conversion price results in the repricing of existing convertible preferred offerings to match any such lower stated conversion rate.

According

to 2022 Subscription Agreement, the conversion price for each senior convertible preferred share shall be US$0.14 per Class A ordinary share. At the closing of 2022 Subscription, the conversion price for each senior convertible preferred share issued pursuant to the 2021 Subscription Agreement and outstanding were adjusted to US$0.14 per Class A ordinary share. In August 2023, Joy Capital exercised its warrants to purchase senior convertible preferred shares and the Company issued senior convertible preferred shares to Joy Capital at conversion price of US$0.0457 per Class A ordinary share. The conversion price for each senior convertible preferred share outstanding as of the date were further adjusted to US$0.0457 per Class A ordinary share. On March 26, 2024, the Company issued senior convertible preferred share to Xin Gao Group Limited at conversion price of US$0.004858 per Class A ordinary share. As a result, the conversion price for each senior convertible preferred share outstanding as of the date were further adjusted to US$0.004858 per Class A ordinary share. On March 27, 2024, as agreed by all preferred shareholders, all senior convertible preferred shares were converted into Class A ordinary shares at conversion price at US$0.004858 per ordinary share.

Votingrights

Holder of each senior convertible preferred share shall be entitled to vote that number of votes equal to the largest number of whole shares of Class A ordinary shares into which each such senior convertible preferred shares could be converted.

Dividends

Each senior convertible preferred share shall have the right to receive dividends, on as converted and non-cumulative basis, when, as and if declared by the Board. No dividend shall be paid on the ordinary shares at any time unless and until all dividends on the senior convertible preferred share have been paid in full. No dividends on preferred and ordinary shares have been declared since the issuance date until December 31, 2024.

LiquidationPreference

Upon

any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each senior convertible preferred shareholder shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to one hundred and fifty percent (150%) of applicable stated value, per senior convertible preferred share held by such holder, plus any accrued and unpaid dividends, before any distribution or payment shall be made to the holders of any junior securities.

| F-46 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

15.

SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)

RedemptionRights

At

any time and from time to time, upon written notice of each holder of senior convertible preferred share, the Company shall redeem all or part of the senior convertible preferred share held by such holder at the redemption price (as defined below), provided that any of the following events occurs: (i) any material breach of any of the representations, warranties or covenants by the Company; (ii) any conviction of breaches or violation of Applicable Law by the Company which is reasonably expected to have a material adverse effect; (iii) during the principal lock-up period, all or part of the 40,809,861 Class B ordinary shares held by the principal parties shall be subject to enforcement, foreclosure, freezing order or other judicial measures; (iv) the principal’s employment with the Company shall be terminated for whatever reason; (v) the Company shall fail to have available a sufficient number of authorized and unreserved Class A ordinary shares to issue to such holder upon a conversion hereunder; (vi) there shall have occurred a bankruptcy event; (vii) the ADSs shall fail to be listed or quoted for trading on a trading market for more than five (5) Trading Days, which need not be consecutive trading days; (viii) the electronic transfer by the Company of ADSs through the depository trust company or another established clearing corporation is no longer available or is subject to a “chill”; (ix) with respect to the senior convertible preferred shares issued pursuant to the 2022 Subscription Agreement only, the Company shall receive any notice (whether written or not) from any holder of a 2024 Note declaring accelerate payment of its outstanding principal and interests accruing thereon under the 2024 Note held by it based on occurrence of any Event of Default under the 2024 Notes (whether actual of alleged).

Redemption price is defined as sum of the aggregate amount of the stated value (as adjusted for any share dividends, combinations, splits, recapitalizations and the like), plus an amount accruing at a compound annual rate of eight percent (8%) of such stated value for a period of time commencing from the original issue date and ending on the redemption closing date plus any accrued but unpaid dividends.

Accountingfor senior convertible preferred share and warrants

The Company classified the senior convertible preferred shares in the mezzanine equity section of the Consolidated Balance Sheets because certain redemption features allow the senior convertible preferred shareholders to force the Company to redeem the preferred shares and therefore, the senior convertible preferred shares are considered contingently redeemable upon the occurrence of certain liquidation events outside of the Company’s control. The senior convertible preferred share is carried at the amount recorded at inception and no accretion to the redemption value is needed until it becomes probable that the preferred shares will become redeemable. Continual evaluation is performed to assess whether probable of becoming redeemable.

The Company classified the warrants in the warrant liabilities and recorded at fair value initially with subsequent changes in fair value recorded in the profit and loss as warrants issued with redeemable share are liabilities within the scope of ASC 480. Warrants issued in connection with debt or equity, if the warrants are classified as a liability and recorded at fair value with changes in fair value recorded in the profit and loss, then the proceeds should be allocated first to the warrants based on their fair value (not relative fair value). The residual should be allocated to the base debt or equity instrument. Therefore, all proceeds were allocated to warrants on July 12, 2021, as the fair value of the warrants on that day was higher than total proceeds received. Besides, financial liabilities that are required to be measured at fair value should be recorded at fair value with the excess of the fair value over the net proceeds received recognized as a loss in the profit and loss.

| F-47 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

15.

SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)

Accountingfor senior convertible preferred share and warrants (continued)

The Company classified the obligation for the second closing as forward contracts as the investors were obligated to purchase and the Company was required to issue the shares within that twelve-month period since the first closing date. Forward contracts were recorded at fair value initially with subsequent fair value changes to be recorded through profit and loss.

The Company determined that, the reduction of the conversion price for senior convertible preferred shares in July 2022, August 2023 and March 2024 triggered the down round feature operative within the then existing senior convertible preferred shares. The fair value impact related to the reduction in the conversion price of the senior convertible preferred shares in July 2022, August 2023 and March 2024, amounting to RMB755.6 million, RMB278.8 million and RMB1,781.5 million respectively, was recorded as a charge to accumulated deficit and a credit to additional paid in capital in permanent equity.

The Company’s senior convertible preferred shares activities for the fiscal years ended March 31, 2023 and 2024 are summarized below (except the fair value impact of the down round feature which solely affected the classification of permanent equity):

The movements of mezzanine equity related to senior convertible preferred shares during the fiscal year ended March 31, 2023 and 2024 were as follows:

SCHEDULE OF MOVEMENTS OF MEZZANINE EQUITY RELATED TO SENIOR CONVERTIBLE PREFERRED SHARES

	Preferred shares
	RMB
Beginning balance as of March 31, 2023		695,647
Issuance of senior convertible preferred shares		163,072
Settlement of subscription receivable from preferred shareholders		442,195
Conversion to Class A ordinary shares		(1,300,914	)
Ending balance as of March 31, 2024 and December 31, 2024		-
Conversion to Class A ordinary shares		-	)

| F-48 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

15.

SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)

The roll forward of Level 3 financial instruments, including both warrant liabilities and forward contracts, during the fiscal year ended March 31, 2023, 2024 and the nine months ended December 31, 2024 was as follows:

SCHEDULE OF ROLL FORWARD OF LEVEL 3 INVESTMENT WARRANT LIABILITIES

	Warrant liabilities
	RMB
Fair value of Level 3 financial instruments as of March 31, 2023		8
The change in fair value of financial instruments		11,776
Settlement of warrants		(12,617	)
Foreign currency translation		833
Fair value of Level 3 financial instruments as of March 31, 2024 and December 31, 2024		-
Foreign currency translation		-

The composition of the fair value impact of the issuance of senior convertible preferred shares during the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024 was as follows:

SCHEDULE OF COMPOSITION OF FAIR VALUE IMPACT OF ISSUANCE OF SENIOR CONVERTIBLE PREFERRED SHARES

	2023		2024			2024
	Forthe fiscal year ended<br> <br>March 31,					For the nine months ended<br><br> <br>December 31,
	2023		2024			2024
	RMB		RMB			RMB
Fair value impact of the warrants		204,687		(11,776	)		-
Fair value impact of the forward contracts		38,046		-			-
Fair<br> value impact of issuance of senior convertible preferred shares		242,733		(11,776	)		-

The forward contracts and warrants are not traded in an active securities market. In terms of forward contracts, discounted cash flow model was applied to estimate its fair value using the risk-free interest rate as the discount rate.

For the warrants, with the assistance from an independent valuation firm, the Company estimated its fair value using the Black-Scholes option pricing model using the following main assumptions:

SCHEDULE OF ESTIMATED FAIR VALUE USING THE BLACK-SCHOLES OPTION PRICING MODEL

	For the fiscal year ended<br> <br>March 31,
	2023		2024
Risk-free interest rate		2.53%~4.74		5.43%~5.55
Expected volatility		45.91%~49.01		37.35%~40.84
Dividend yield		0		0
Expected term (in years)		0.28~1.03		0.25~0.28
Fair value of underlying senior convertible preferred share		US0.07~US0.20		US0.05~US0.06

All values are in US Dollars.

| F-49 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

15.

SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)

For the fair value impact related to the reduction in the conversion price of the senior convertible preferred shares, with the assistance from an independent valuation firm, the Company made estimation using a hybrid method comprising the probability-weighted method and Black-Scholes option pricing model. In addition to probability of the scenarios assumed, other main data and assumptions used are as follows:

SCHEDULE OF VALUATION ASSUMPTIONS

	For the fiscal year ended March 31,
	2024
Risk-free interest rate		4.30%~4.72
Expected volatility		49.72%-53.69	%
Dividend yield		0	%
Expected term (in years)		3.5-3.9

16.

REDEEMABLE NON-CONTROLLING INTERESTS

In addition to the lease agreement Uxin Hefei entered into with HCI as described in Note 12, Uxin Hefei also entered into an equity investment agreement with HCI. Pursuant to this agreement, HCI will invest by multiple instalments in Uxin Hefei, and each instalment will be made after the lease payment made by Uxin Hefei over a 10-year period. While HCI committed to invest, details of each investment will be subject to future negotiation.

In

October 2023, Uxin Hefei and HCI mutually agreed that HCI will convert its first-year rental of RMB147.1 million into an investment for the subscription of 12.02% equity interests in Uxin Hefei. As the details of the remaining investments will be subject to future negotiation, they were not accounted for as of March 31, 2024 and December 31, 2024.

The

12.02% equity interests in Uxin Hefei held by HCI are redeemable at the holders’ option when Uxin Hefei meets the performance condition or fails to meet certain conditions as stipulated in the equity investment agreement, which are not solely within the control of Uxin Hefei. As HCI’s redemption rights and Uxin Hefei’s repurchase rights in the equity investment agreement do not meet the criteria as a derivative, no bifurcation of the redemption and repurchase rights is required. Accordingly, such 12.02% equity interests in Uxin Hefei are recorded and accounted for as a whole as redeemable non-controlling interests outside of permanent equity in the Group’s Consolidated Balance Sheets in accordance with ASC 480-10-S99-3A.

Subsequently, the redeemable non-controlling interests should be carried at the higher of (1) the carrying amount after the attribution of net income or loss of Uxin Hefei (2) the expected redemption value. The Group accretes for the difference between the initial carrying value and the ultimate redemption price to the earliest possible redemption date using the effective interest method. The accretion, which increases the carrying value of the redeemable non-controlling interests, is recorded against accumulated deficit.

The change in the carrying amount of redeemable non-controlling interests for the fiscal year ended March 31,2024 and the nine months ended December 31, 2024 was as follows:

SCHEDULE OF REDEEMABLE NON-CONTROLLING INTEREST

	Redeemable non-controlling interests
Beginning balance at April 1, 2023		-
Issuance of redeemable non-controlling interests		147,090
Accretion to redemption value of redeemable non-controlling interests		2,901
Ending balance at March 31, 2024		149,991
Accretion to redemption value of redeemable non-controlling interests		4,986
Ending balance at December 31, 2024		154,977

| F-50 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

17.

ORDINARY SHARES

As of March 31, 2024 and December 31, 2024, 190,100,000,000 and 190,100,000,000 ordinary shares had been authorized, respectively. A total of 56,395,662,999 ordinary shares, par value US$0.0001 per share, consists of

56,354,853,138

Class A ordinary shares and

40,809,861

Class B ordinary shares, had been issued and outstanding as of December 31, 2024. A total of 56,381,481,399 ordinary shares, par value US$0.0001 per share, consists of

56,340,671,538

Class A ordinary shares and

40,809,861

Class B ordinary shares, had been issued and outstanding as of March 31, 2024. Each Class B ordinary share was entitled to 10 votes, while each Class A ordinary shares was entitled to one vote.

In

June 2021, the Company entered into a supplemental agreement with 2024 Notes holders. Pursuant to the supplemental agreement, 30% of the outstanding 2024 Notes principal amount would be converted into a total of 66,990,291 Class A ordinary shares at a price of US$1.03 per Class A ordinary share upon the first closing. On July 12, 2021, the aforementioned conversion was completed and a total of 66,990,291 Class A ordinary shares were issued.

In

July 2022, the Company entered into a definitive agreement with 58.com, pursuant to which the Company issued 183,495,146 Class A ordinary shares with par value of US$0.0001 per share to 58.com in exchange for the full release of the Company’s obligations under the 2024 Notes issued to 58.com amounting to US$63.0 million on June 10, 2019. These shares were issued at a price equivalent to US$0.3433 per Class A ordinary share.

In

August 2022, the Company entered into a definitive agreement with ClearVue, pursuant to which the Company issued 36,699,029 Class A ordinary shares with par value of US$0.0001 per share to ClearVue in exchange for the full release of the Company’s obligations under the 2024 Notes issued to ClearVue amounting to US$12.6 million on June 10, 2019. These shares were issued at a price equivalent to US$0.3433 per Class A ordinary share with a fair value of RMB62.8 million.

Effective October 28, 2022, the Company changed its ADS to Class A ordinary share ratio from each ADS representing three Class A ordinary shares to each ADS representing 30 Class A ordinary shares (“the ADS Ratio Change”). Effective on January 16, 2024, the Company further changed its ADS to Class A ordinary share ratio from each ADS representing 30 Class A ordinary shares to each ADS representing 300 Class A ordinary shares (the “Second ADS Ratio Change”). The ADS Ratio Change has been reflected retroactively herein.

On

March 27, 2024, as agreed by all the preferred shareholders, all of the Company’s 2,810,961,908 outstanding senior convertible preferred shares were converted into 54,960,889,255 Class A ordinary shares. Accordingly, subscription receivable of US$16.4 million due from one of the preferred shareholders before conversion reflected as a deduction from mezzanine equity was presented as subscriptions receivable, a contra-equity balance on the Consolidated Balance Sheets as of March 31, 2024. The subscription receivables amounting to US$7.0 million were subsequently received in May, June and July 2024, and the remaining subscription receivables amounting to US$9.4 million were mutually agreed to be received from NIO Capital no later than June 30, 2025.

| F-51 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

18.

SHARE-BASED COMPENSATION

(a)Share options

In 2018, the Company adopted 2018 Second Amended and Restated Incentive Plan (“2018 Second Plan”).

The Company accounts for share-based compensation costs using a graded-vesting method over the requisite service period for the award based on the fair value on their respectively grant date.

The following table sets forth the share option activities for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024:

SCHEDULE OF SHARE OPTION ACTIVITY

			Weighted-average exercise price	Weighted average remaining contractual term		Aggregate intrinsic value	Weighted average fair value of options
			US	YEARS		US’000	US
Outstanding as of March 31, 2022	18,513,407				6.01
Granted	10,429,567				-
Forfeited	(1,353,071	)			-
Exercised	(933,285	)			-
Outstanding as of March 31, 2023	26,656,618				6.83
Granted	22,064,611				-
Forfeited	(4,522,500	)			-
Exercised	(6,880,590	)			-
Outstanding as of March 31, 2024	37,318,139				7.67
Granted	10,544,400				-
Forfeited	(2,078,339	)			-
Exercised	(14,181,600	)			-
Outstanding as of December 31, 2024	31,602,600				3.60
Vested and expected to vest as of December 31, 2024	31,602,600				3.60
Exercisable as of December 31, 2024	31,602,600				3.60

All values are in US Dollars.

*	Less than<br>0.01

| F-52 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

18.

SHARE-BASED COMPENSATION (CONTINUED)

(a)Share options (continued)

As the granted option exercise prices were equal or close to nominal prices during the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, their fair values approximated the fair values of the Class A ordinary share on the grant day.

(b)Restricted shares

The following table sets forth the restricted share activity for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024:

SCHEDULE OF RESTRICTED SHARE ACTIVITY

			Weighted average grant date fair value
			US
Unvested as of March 31, 2022	-
Granted	2,844,235
Vested	(2,844,235	)
Unvested as of March 31, 2023	-
Granted	2,871,270
Vested	(2,871,270	)
Unvested as of March 31, 2024 and December 31, 2024	-
Granted	-

All values are in US Dollars.

| F-53 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

18.

SHARE-BASED COMPENSATION (CONTINUED)

(c)Performance Awards

In December 2021, the Company issued certain restricted share units with market conditions to certain management (“Performance Awards”). The market conditions are satisfied upon the Company’s achievement of a certain specified market capitalization subject to continuous employment of each recipient. Total numbers of shares to be granted would be a certain percentage of issued and outstanding shares on a fully diluted basis as of the date when the market conditions are fulfilled. The amount of share-based compensation recorded will vary depending on the Company’s attainment of performance-targets and amortized during the requisite service period.

In

October 2023 and August 2024, the Company modified the market conditions under the Performance Awards, resulting into an incremental fair value of RMB60.4 million and RMB73.7 million, respectively. The Company will recognize compensation cost equal to the unrecognized grant-date fair value of the original award plus the incremental fair value arising from the modification over the remaining requisite service period unless the respective market condition was actually met.

In October 2024, the market condition of the first tranche was satisfied, which is earlier than the initial estimation, and all remaining unrecognized fair value of the award relating to the first tranche was recognized immediately when the respective market condition was actually met. As of December 31, 2024, the shares relating to the first tranche of the Performance Awards had not yet been issued (“Unissued shares relating to the Performance Awards”).

For

the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, RMB33.0 million, RMB39.2 million and RMB84.3 million related to Performance Awards was recorded in general and administrative expenses. As of December 31, 2024, total amount of unrecognized expense related to the Performance Awards was RMB76.4 million.

(d)Share-based compensation to Mr. Kun Dai

Please refer to Note 15 for the details of share-based compensation to Mr. Kun Dai.

(e)Share-based compensation expenses by function

The following table sets forth the amounts of share-based compensation expense included in each of the relevant financial statement line items:

SCHEDULE OF SHARE-BASED COMPENSATION EXPENSES BY FUNCTION

	2023		2024		2024
	For the fiscal year ended<br> <br>March 31,				For the nine months ended December 31,
	2023		2024		2024
	RMB		RMB		RMB
General and administrative expenses		44,088		72,942		84,663
Research and development expenses		1,709		1,420		128
Sales and marketing expenses		1,516		1,444		136
Total		47,313		75,806		84,927

| F-54 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

19.

SEGMENT INFORMATION

Segments are business units that offer different services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision-making group, in deciding how to allocate resources and in assessing performance.

The CODM, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as Uxin’s Chief Executive Officer.

The Group operates as a single operating segment. The single operating segment is reported in a manner consistent with the internal reporting provided to the CODM.

The accounting policies of the single segment are the same as described in the significant accounting policies. The CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the Consolidated Statements of Comprehensive Loss as consolidated net loss.

The CODM reviews revenues and expenses at the consolidated level as disclosed in the Group’s Consolidated Statements of Comprehensive Loss and uses net loss to evaluate return on assets and to monitor budget versus actual results and in competitive analysis by benchmarking to the Group’s competitors.

The Group primarily generates its revenues in China, and assets of the Company are also primarily located in China Area. Accordingly, no geographical segments are presented.

20.

FAIR VALUE MEASUREMENTS

Assetsmeasured at fair value on a nonrecurring basis

The Company measures its property and equipment and, intangible assets at fair value on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable.

Equity investments without readily determinable fair value are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. The Company classified these assets as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.

The

Company measured on a non-recurring basis for the fair values associated with the down round feature triggered for the senior convertible preferred shares issued pursuant to 2021 Subscription Agreement and 2022 Subscription Agreement. These valuations resulted in a deemed dividend of RMB755.6 million, RMB278.8 million and RMB1,781.5 million being distributed to the Company’s preferred shareholders as of July 27, 2022, August 17, 2023 and March 26, 2024 (Note 15), respectively.

The

Company also measured on a non-recurring basis for the incremental fair value due to modifications of RSU with market condition in October 2023 and August 2024, and these valuations resulted in an incremental fair value of RMB60.4 million and RMB73.7 million (Note 18) for the fiscal year ended March 31, 2024 and the nine months ended December 31, 2024, respectively.

Assetsand liabilities measured at fair value on a recurring basis

The Company measures its warrant liabilities and forward contracts at fair value on a recurring basis. As the Company’s warrant liabilities and forward contracts are not traded in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of warrant liabilities and forward contracts. These instruments are categorized in the Level 3 valuation hierarchy based on the significance of unobservable factors in the overall fair value measurement. The Company did not transfer any assets or liabilities in or out of Level 3 during the nine months ended December 31, 2024.

| F-55 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

21.

NET LOSS PER SHARE

Basic and diluted net loss per share for each of the periods presented are calculated as follows:

SCHEDULE OF BASIC AND DILUTED NET LOSS PER SHARE

	2023			2024			2024
	For the fiscal years ended<br><br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB
Basic net loss per share
Numerator:
Net loss attributable to Uxin Limited		(137,157	)		(372,387	)		(204,312	)
Deemed dividend to preferred shareholders due to triggering of a down round feature		(755,635	)		(2,060,254	)		-
Net loss attributable to ordinary shareholders		(892,792	)		(2,432,641	)		(204,312	)
Denominator:
Number of ordinary shares outstanding at the beginning of the period		1,186,854,720			1,410,826,415			56,381,481,399
Weighted average number of ordinary shares issued		151,885,463			754,367,970			6,137,059
Weighted average number of vested penny options		5,796,382			20,169,250			29,241,834
Weighted average number of unissued shares relating to the Performance Awards (Note 18)		-			-			327,882,355
Weighted average number of ordinary shares outstanding - basic		1,344,536,565			2,185,363,635			56,744,742,647
Net loss per share attributable to ordinary shareholders, basic		(0.66	)		(1.11	)		(0.00	)
Diluted net loss per share
Numerator:
Diluted net loss attributable to ordinary shareholders		(892,792	)		(2,432,641	)		(204,312	)

| F-56 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

21.

NET LOSS PER SHARE (CONTINUED)

	For the fiscal years ended<br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB
Denominator:
Weighted average number of ordinary shares outstanding – diluted		1,344,536,565			2,185,363,635			56,744,742,647
Net loss per share attributable to ordinary shareholders, diluted		(0.66	)		(1.11	)		(0.00	)

As the Group incurred losses for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, the potential ordinary shares were anti-dilutive and excluded from the calculation of diluted net loss per share of the Group. The weighted-average numbers of unissued shares relating to the Performance Awards, senior convertible preferred shares, options granted and forward issued excluded from the calculation of diluted net loss per share of the Group of the respective periods were as follows:

SCHEDULE OF POTENTIAL ORDINARY SHARES THAT ARE ANTI-DILUTIVE AND EXCLUDED FROM THE CALCULATION OF DILUTED NET LOSS PER SHARE

	2023		2024		2024
	Forthe fiscal years ended<br> <br>March 31,				For the nine months ended<br><br> <br>December 31,
	2023		2024		2024
Unissued shares relating to the Performance Awards (Note 18)		-		-		594,838,632
Forward contract		-		-		216,847,736
Senior convertible preferred shares		912,262,870		1,288,858,108		-
Outstanding weighted average share options		11,114,657		13,605,459		9,937,549
Total		923,377,527		1,302,463,567		821,623,917
Anti-dilutive securities excluded from the calculation of diluted net loss per share		923,377,527		1,302,463,567		821,623,917

| F-57 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

22.

EMPLOYEE BENEFITS

Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labour regulations require that the PRC subsidiaries make contributions to the government for these benefits based on certain percentage of the employees’ salaries, up to a maximum amount specified by the government. The Group has no legal obligation for the benefits beyond the contribution made.

The

total amounts charged to the Consolidated Statements of Comprehensive Loss for such employee benefits amounted to RMB31.7 million, RMB31.5 million and RMB17.4 million for the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, respectively.

23.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Group to the concentration of credit risks consist of cash and cash equivalents.

The Group deposits its cash and cash equivalents with financial institutions located in jurisdictions where the subsidiaries are located. The Company believes that no significant credit risk exists as these financial institutions and financing partners have high credit quality.

Substantially all revenue was derived from customers located in China. No single customer accounted for more than 10% of the Company’s consolidated revenue in any of the periods presented.

24.

COMMITMENTS

As of December 31, 2024, the Group has no material commitments.

25.

SUBSEQUENT EVENTS

Except

for the mutual agreement entered into between Uxin Hefei and HCI (see Note 12) and the subsequent transactions with Pintu Beijing and Lightwind (See Note 8), in March 2025, the Company entered into a share subscription agreement with Fame Dragon Global Limited (the “Investor”), an investment vehicle of NIO Capital, pursuant to which the Investor agreed to purchase 5,738,268,233 Class A Ordinary Shares of the Company for a total consideration of US$27.8 million. The closings of the subscription are subject to customary closing conditions. The parties entered into the definitive agreements following the Investor’s acquisition and assumption of NC Fund’s rights and obligations under the previously announced term sheet entered into on March 18, 2024 among NC Fund, Xin Gao Group Limited and the Company. As of the date of the issuance of the consolidated financial statements, the Company had received US$19.0 million from the Investor and issued 3,911,092,516 Class A Ordinary Shares of the Company to the Investor and entities designted by the Investor. The Company is still evaluating the accounting implication of this transaction.

26.

RESTRICTED NET ASSETS

Pursuant

to laws applicable to entities incorporated in the PRC, the Group’s subsidiaries in the PRC must make appropriations from after-tax profit to non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires an annual appropriation of 10% of after-tax profit (as determined under accounting principles generally accepted in the PRC at each year-end) until the accumulative amount of such reserve fund reaches 50% of a company’s registered capital; the other fund appropriations are at the subsidiaries’ discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends. During the fiscal years ended March 31, 2023, 2024 and the nine months ended December 31, 2024, no appropriations to the statutory reserve, enterprise expansion fund and staff welfare and bonus fund have been made by the Group.

Since the Company has a consolidated shareholders’ deficit, its net asset base for purposes of calculating the proportionate share of restricted net assets of consolidated subsidiaries should be zero. Therefore, the restrictions placed on the net assets of the Company’s PRC subsidiaries with positive equity would result in the 25% threshold being exceeded and a corresponding requirement to provide parent company financial information (see Note 27).

| F-58 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

27.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial statements for the parent company.

The subsidiaries did not pay any dividends to the Company for the periods presented. For the purpose of presenting parent company only financial information, the Company records its investments in its subsidiaries under the equity method of accounting. Such investments are presented on the separate condensed balance sheets of the Company as “Investments (deficit) in subsidiaries” and the loss of the subsidiaries is presented as “share of losses of subsidiaries”. Certain information and footnote disclosures generally included in financial statements prepared in accordance with US GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company.

The parent company did not have significant capital and other commitments, long-term obligations, other long-term debt, or guarantees as of March 31, 2024 and December 31, 2024.

SCHEDULE OF BALANCE SHEETS

Balancesheets

	March 31,<br> <br>2024		December 31,<br> <br>2024
	RMB		RMB
ASSETS
Cash and cash equivalents		2,206		850
Amounts due from intra-Group entities		10,012,615		10,144,302
Other receivables		2,306		2,457
Prepaid expenses		316		89
Total assets		10,017,443		10,147,698
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Other payables and other current liabilities		11,922		29,942
Investment deficit in subsidiaries		10,205,332		10,391,493
Amounts due to intra-Group entities		93,040		94,265
Total liabilities		10,310,294		10,515,700

| F-59 |

| --- |

UXIN

                                        LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

27.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (CONTINUED)

Balancesheets (Continued)

			December 31,<br> <br>2024
			RMB
Shareholders’ deficit
Ordinary shares (US0.0001 par value, 190,100,000,000 and 190,100,000,000 shares authorized as of March 31, 2024 and December 31, 2024, respectively; 56,340,671,538 Class A ordinary shares and 40,809,861 Class B ordinary shares issued and outstanding as of March 31, 2024; 56,354,853,138 Class A ordinary shares and 40,809,861 Class B ordinary shares issued and outstanding as of December 31, 2024)	39,806			39,816
Ordinary shares (US0.0001 par value, 190,100,000,000 and 190,100,000,000 shares authorized as of March 31, 2024 and December 31, 2024, respectively; 56,340,671,538 Class A ordinary shares and 40,809,861 Class B ordinary shares issued and outstanding as of March 31, 2024; 56,354,853,138 Class A ordinary shares and 40,809,861 Class B ordinary shares issued and outstanding as of December 31, 2024)	39,806			39,816
Additional paid-in capital	18,928,837			19,007,948
Subscription receivable from shareholders	(107,879	)		(60,467	)
Accumulated other comprehensive income	225,090			227,718
Accumulated deficit	(19,378,705	)		(19,583,017	)
Total shareholders’ deficit	(292,851	)		(368,002	)
Total liabilities and shareholders’ deficit	10,017,443			10,147,698

All values are in US Dollars.

Statementsof comprehensive loss

SCHEDULE OF STATEMENT OF COMPREHENSIVE LOSS

	2023			2024			2024
	For the fiscal year ended<br> <br>March 31,						For the nine months ended<br><br> <br>December 31,
	2023			2024			2024
	RMB			RMB			RMB
Operation expense
Sales and marketing		-			-			-
Research and development		-			-			-
General and administrative		(64,254	)		(73,236	)		(89,099	)
Provision for credits losses, net		(273	)		-			-
Total operating expenses		(64,527	)		(73,236	)		(89,099	)
Loss from operations		(64,527	)		(73,236	)		(89,099	)
Share of loss of subsidiaries		(331,935	)		(299,613	)		(114,011	)
Interest income/(expense), net		13			(546	)		(1,806	)
Other income, net		16,560			12,746			604
Foreign exchange (loss)/gain		(1	)		38			-
Fair value impact of the issuance of senior convertible preferred shares		242,733			(11,776	)		-
Net loss		(137,157	)		(372,387	)		(204,312	)
Deemed dividend to preferred shareholders due to triggering of a down round feature		(755,635	)		(2,060,254	)		-
Net loss attributable to ordinary shareholders		(892,792	)		(2,432,641	)		(204,312	)
Net loss		(137,157	)		(372,387	)		(204,312	)
Other comprehensive (loss)/income
Foreign currency translation		(68,276	)		4,905			2,628
Total comprehensive loss		(205,433	)		(367,482	)		(201,684	)

| F-60 |

| --- |

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

27.

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (CONTINUED)

Statementsof cash flow

SCHEDULE OF STATEMENTS OF CASH FLOWS

	2023			2024			2024
	For the fiscal year ended<br> <br>March 31,						For the nine months ended December 31,
	2023			2024			2024
	RMB			RMB			RMB
Net cash generated from/(used in) operating activities		187			(11,150	)		(3,719	)
Net cash used in investing activities		-			(204,327	)		(69,612	)
Net cash generated from financing activities		62,300			153,269			71,953
Effect of exchange rate changes on cash and cash equivalents		(842	)		2,170			22
Net increase/(decrease) in cash and cash equivalents		61,645			(60,038	)		(1,356	)
Cash and cash equivalents at beginning of the period		599			62,244			2,206
Cash and cash equivalents at end of the period		62,244			2,206			850

28.

CHANGE IN FISCAL YEAR END

During the nine months ended December 31, 2024, the Group changed its fiscal year end from March 31 to December 31.

The consolidated financial statements for the nine months ended December 31, 2024 is not comparable to that as of and for the fiscal years ended March 31, 2024 and 2023. For comparison purposes, the Group included the selected data from unaudited Consolidated Statements of Comprehensive Loss for the nine months ended December 31, 2023 as below:

SCHEDULE OF CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

	2023			2024
	For the nine months ended December 31,
	2023			2024
	RMB			RMB
	(unaudited)
Revenue		1,055,578			1,495,206
Cost of revenues		(996,052	)		(1,392,815	)
Gross profit		59,526			102,391
Operating expenses		(279,249	)		(308,579	)
Other operating income, net		17,066			31,677
Loss from operations		(202,657	)		(174,511	)
Loss before income tax expense		(238,493	)		(201,724	)
Net loss		(226,822	)		(199,334	)
Weighted average number of ordinary shares outstanding – basic and diluted		1,430,901,818			56,744,742,647
Net loss per share attributable to ordinary shareholders, basic and diluted		(0.35	)		(0.00	)

| F-61 |

| --- |

Exhibit4.69

THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL

SHARE SUBSCRIPTION AGREEMENT

dated November 4, 2024

by and between

Lightwind GlobalLimited

and

UXIN LIMITED

TABLE OF CONTENTS

		Page
Article<br> I DEFINITIONS		2
Section<br> 1.01	Definitions	2
Section<br> 1.02	Other<br> Definitional and Interpretive Provisions	6
Article<br> II SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES		6
Section<br> 2.01	Sale<br> and Issuance of the Subscription Securities	6
Section<br> 2.02	Closings	6
Section<br> 2.03	Actions<br> at the Initial Closing	7
Section<br> 2.04	Actions<br> at each Subsequent Closing	8
Section<br> 2.05	Payment<br> of Purchase Price	8
Section<br> 2.06	Restrictive<br> Legend	8
Article<br> III REPRESENTATIONS AND WARRANTIES OF THE COMPANY		8
Section<br> 3.01	Existence<br> and Qualification	8
Section<br> 3.02	Capitalization;<br> Issuance of Subscription Securities	9
Section<br> 3.03	Capacity,<br> Authorization and Enforceability	10
Section<br> 3.04	Non-Contravention	10
Section<br> 3.05	Consents<br> and Approvals	11
Section<br> 3.06	SEC<br> Documents; Financial Statements	11
Section<br> 3.07	Material<br> Changes; Undisclosed Events, Liabilities or Developments	11
Section<br> 3.08	Litigation	12
Section<br> 3.09	Regulatory<br> Permits	12
Section<br> 3.10	Title<br> to Assets	12
Section<br> 3.11	Intellectual<br> Property	13
Section<br> 3.12	Labor<br> Relations	13
Section<br> 3.13	Environmental<br> Laws	13
Section<br> 3.14	Transactions<br> with Affiliates and Employees	14
Section<br> 3.15	Brokerage<br> and Finder’s Fee	14
Section<br> 3.16	Investment<br> Company	14
Section<br> 3.17	Sanction<br> Related Matters	14
Section<br> 3.18	No<br> Disqualification Events	15
Article<br> IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR		15
Section<br> 4.01	Existence	15
Section<br> 4.02	Capacity	15
Section<br> 4.03	Authorization<br> And Enforceability	15
Section<br> 4.04	Non-Contravention	16
Section<br> 4.05	Consents<br> and Approvals	16
Section<br> 4.06	Securities<br> Law Matters	16
Section<br> 4.07	Investment<br> Experience	17
Section<br> 4.08	Availability<br> of Funds	17
Section<br> 4.09	No<br> Additional Representations; Non-reliance	17

| i |

| --- | | Article V CONDITIONS | | 17 | | --- | --- | --- | | Section 5.01 | Company Closing Conditions | 17 | | Section 5.02 | Investor Closing Conditions | 18 | | Article VI ADDITIONAL AGREEMENTS AND COVENANTS | | 18 | | Section 6.01 | Efforts; Further Assurances | 18 | | Section 6.02 | CSRC Filing | 18 | | Section 6.03 | Public Announcements | 18 | | Section 6.04 | Survival | 19 | | Section 6.05 | Integration | 19 | | Section 6.06 | Shareholder Rights Plan | 20 | | Section 6.07 | Use of Proceeds | 20 | | Section 6.08 | Listing of ADSs | 20 | | Section 6.09 | Tax Filings | 20 | | Section 6.10 | Corporate Governance | 20 | | Section 6.11 | Most Favorable Investor | 20 | | Section 6.12 | Capital Changes | 20 | | Article VII MISCELLANEOUS | | 21 | | Section 7.01 | Notices | 21 | | Section 7.02 | Termination | 21 | | Section 7.03 | Severability | 21 | | Section 7.04 | Entire Agreement | 21 | | Section 7.05 | Counterparts | 21 | | Section 7.06 | Assignments | 22 | | Section 7.07 | Descriptive Headings; Construction | 22 | | Section 7.08 | Amendment | 22 | | Section 7.09 | Governing Law | 22 | | Section 7.10 | Dispute Resolution | 22 | | Section 7.11 | Expenses | 23 | | Section 7.12 | Third Party Beneficiaries | 23 | | Section 7.13 | Specific Performance | 23 | | Section 7.14 | No Waiver; Cumulative Remedies | 24 | | Section 7.15 | Non-recourse | 24 | | Section 7.16 | Replacement of Shares | 24 | | SCHEDULE I Particulars of the Investor | | i | | Exhibit A | | ii |

| ii |

| --- |

SHARE SUBSCRIPTION AGREEMENT

SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into on November 4, 2024 by and between:

1.	Uxin<br> Limited, a company organized under the laws of the Cayman Islands (the “Company”);
2.	Lightwind Global<br> Limited, a company organized under the laws of the British Virgin Islands (the “Investor”).
---	---

Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, Youxin (Anhui) Industrial Investment Co., Ltd. (优信（安徽）产业投资有限公司), a company organized and existing under the laws of the PRC, as the borrower (the “Borrower”), entered into a Loan Agreement with Pintu (Beijing) Information Technology Co., Ltd. (拼途（北京）信息技术有限公司), being the sole shareholder of the Investor (the “Lender”), on September 12, 2024 (the “Loan Agreement”), pursuant to which the Investor agrees to extend a loan to Youxin (Anhui) Industrial Investment Co., Ltd. (优信（安徽）产业投资有限公司) in a principal amount of the RMB53,382,750.

WHEREAS, pursuant to the terms and conditions of the Loan Agreement, the Borrower shall repay the principal amount of the loan, together with the accrued interest, in whole or in installments as mutually agreed by the Lender and the Borrower in writing (each an “InstallmentRepayment”).

WHEREAS, the Company desires to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, the aggregate number of Class A Ordinary Shares indicated to be purchased by the Investor as set forth in ‎SCHEDULE I (the “SubscriptionSecurities”), pursuant to the terms and conditions set forth in this Agreement and in compliance with Regulation S, in each case promulgated under the Securities Act (as defined below);

WHEREAS, the Company and the Investor agree to enter into a registration rights agreement substantially in the form attached hereto as Exhibit A on the Initial Closing Date (as defined below) (the “Registration Rights Agreement”), pursuant to which, among other things, the Company shall grant the Investor, registration rights and commit to file a resale shelf registration statement on Form F-3 for the resale of the Subscription Securities;

WHEREAS, the Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreement on the terms and conditions set forth herein.

| 1 |

| --- |

NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound hereby, the Parties hereby agree as follows:

Article I

DEFINITIONS

Section 1.01 Definitions. In addition to the terms defined elsewhere herein, as used in this Agreement, the following terms shall have the following meanings:

“Action” means claim, complaint, action, arbitration, charge, hearing, inquiry, litigation, suit, inquiry, notice of violation, audit, examination, investigation or any other proceeding or any settlement, judgment, order, award, injunction or decree pending or other proceeding (whether civil, criminal, administrative, investigative or informal), including, without limitation, an informal investigation or partial proceeding, such as a deposition.

“ADSs” means the American Depositary Shares of the Company, each representing three hundred (300) Class A Ordinary Shares.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings.

“Anti-MoneyLaundering Laws” means all financial recordkeeping and reporting requirements and all money laundering-related laws of jurisdictions where the Company or its Subsidiaries conducts business or owns assets, and any related or similar Law targeting the prohibition of money laundering or terrorist financing issued, administered or enforced by any Governmental Entity.

“ApplicableLaws” means, with respect to any Person, any transnational, domestic or foreign federal, national, state, provincial, local or municipal law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.

“Board” means the board of directors of the Company.

“BusinessDay” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the Cayman Islands, the People’s Republic of China (which for the purpose of this Agreement shall exclude Hong Kong SAR, Macau SAR and Taiwan), Hong Kong SAR or the State of New York are authorized or required by law or other governmental action to close.

“ClassA Ordinary Shares” means the Company’s Class A ordinary shares, par value $0.0001 per share.

| 2 |

| --- |

“ClassB Ordinary Shares” means the Company’s Class B ordinary shares, par value $0.0001 per share.

“Code” means the Inland Revenue Code of 1986, as amended.

“CompanySecurities” means (a) Ordinary Shares, (b) Senior Preferred Shares, (c) securities convertible into, or exercisable or exchangeable, for Ordinary Shares, (d) any options, warrants or other rights to acquire Ordinary Shares and/or Senior Preferred Shares, and (e) any ADSs, depository receipts or similar instruments issued in respect of Ordinary Shares.

“Encumbrance” means any mortgage, lien, pledge, charge, security interest, title defect, right of first refusal, claim, easement, right-of-way, option, preemptive or similar right or other restriction of any kind or nature.

“ExchangeAct” means the U.S. Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder.

“FundamentalCompany Representations” means the representations and warranties by the Company contained in ‎Section 3.01, ‎Section 3.02, ‎Section 3.03 and ‎Section 3.04.

“FundamentalInvestor Representations” means the representations and warranties by the Investor contained in Section 4.01, Section 4.02, Section 4.03 and Section 4.04.

“Group” or “Group Companies” means the Company and its Subsidiaries, and each a “Group Company”.

“GovernmentalEntity” means any transnational or supranational, domestic or foreign federal, national, state, provincial, local or municipal governmental, regulatory, judicial or administrative authority, department, court, arbitral body, agency or official, including any department, commission, board, agency, bureau, subdivision or instrumentality thereof.

“MaterialAdverse Effect” means any event, occurrence, fact, condition, change or development, individually or together with other events, occurrences, facts, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the business of the Company as presently conducted, or the condition (financial or otherwise), affairs, properties, employees, liabilities, assets or results of operation of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to timely consummate the transactions contemplated by this Agreement (including the sale of the Subscription Securities) or timely perform its material obligations hereunder; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect on the business of the Company or the Company or any Subsidiary relating to or arising in connection with (i) any action required to be taken pursuant to the terms and conditions of this Agreement, (ii) economic changes affecting the industry in which the Company and its Subsidiaries operate generally or the economy of the PRC or any other market where the Company and its Subsidiaries have material operations or sales generally (provided in each case that such changes do not have a unique and materially disproportionate impact on the business of the Company and its Subsidiaries), (iii) the execution, announcement or disclosure of this Agreement or the pendency or consummation of the transactions contemplated hereunder, (iv) actions or omissions of the Company and its Subsidiaries that have been consented by the Investor in writing, (v) changes in generally accepted accounting principles that are generally applicable to comparable companies (provided that such changes do not have a unique and materially disproportionate impact on the business of the Company and its Subsidiaries), (vi) changes in general legal, tax or regulatory conditions (provided that such changes do not have a unique and materially disproportionate impact on the business of the Company and its Subsidiaries), (vii) changes in national or international political or social conditions, including any engagement in hostilities or the occurrence of any military or terrorist attack or civil unrest in each case occurring after the date hereof, or (viii) earthquakes, hurricanes, floods, epidemic-induced public health crises or other disasters in each case occurring after the date hereof.

| 3 |

| --- |

“Memorandumand Articles” means the amended and restated memorandum and articles of association of the Company currently in effect, as may be amended or restated from time to time.

“Nasdaq” means the NASDAQ Global Select Market.

“OrdinaryShares” means Class A Ordinary Shares and Class B Ordinary Shares.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Entity.

“PurchasePrice” means the amount of aggregate purchase price payable under this Agreement as set forth opposite the Investor’s name of ‎SCHEDULE I, as consideration for that aggregate number of Subscription Securities set forth opposite the Investor’s name on ‎SCHEDULE I.

“RMB” means the Renminbi, the official currency of the PRC.

“PRC” means the People’s Republic of China, which for the purpose of this Agreement shall exclude Hong Kong SAR, Macau SAR and Taiwan.

“Rule144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

“SanctionedCountry” means, at any time, a country, region or territory which is, or whose government is, the subject or target of any Sanctions broadly restricting or prohibiting dealings with such country, region, territory or government.

“SanctionedPerson” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including (a) any Person listed in any Sanctions-related list of designated or identified Persons maintained by the United States (including by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury, Switzerland or any other relevant authority, (b) any Person located, organized or resident in, or any Governmental Entity or governmental instrumentality of, a Sanctioned Country, or (c) any Person directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of, any Person described in clauses (a) or (b) hereof.

| 4 |

| --- |

“Sanctions” means economic or financial sanctions or trade embargoes or restrictive measures enacted, imposed, administered or enforced from time to time by (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce, (b) the United Nations Security Council, (c) the European Union or any of its member states or (d) Her Majesty’s Treasury, (e) Switzerland, or (f) any other relevant authority.

“SEC” means the U.S. Securities and Exchange Commission.

“SecuritiesAct” means the Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder.

“SeniorPreferred Shares” means the Company’s senior convertible preferred shares, par value $0.0001 per share.

“Subsidiary” means any entity of which a majority of the outstanding equity securities or other ownership interests representing a majority of the outstanding equity interests or otherwise having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly owned or controlled by the Company, and includes any entity which is directly or indirectly controlled by the Company (including, for the avoidance of doubt, any variable interest entities that are consolidated into the financial statements of the Company).

“Taxes” means (a) all U.S. federal, state, local, non-U.S., and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, alternative or add-on minimum taxes, customs, unclaimed property or escheat, duties or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest and any penalties, additions to tax, or additional amounts with respect thereto and (b) any liability for the payment of any amount of the type described in the immediately preceding clause (a) as a result of (1) being a “transferee” (within the meaning of Section 6901 of the Code, or any other Applicable Law) of another Person, (2) being a member of an affiliated, combined, consolidated or unitary group or (3) any contractual liability.

“TradingDay” means a day on which the principal Trading Market is open for trading.

“TradingMarket” means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing).

“TransactionDocuments” means this Agreement, the Registration Rights Agreement and any other documents or agreements executed on or after the date of this Agreement in connection with the transactions contemplated hereunder.

“U.S.” means the United States of America.

| 5 |

| --- |

Section1.02 Other Definitional and Interpretive Provisions. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be disregarded in the construction or interpretation hereof. References to Articles, Sections, Clauses, Exhibits and Schedules are to Articles, Sections, Clauses, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meanings given to them in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “dollars” or “$” are to U.S. dollars.

Article II

SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES

Section 2.01 Sale and Issuance of the Subscription Securities. On the terms and subject to the conditions contained in this Agreement, the Company agrees to issue and sell to the Investor, and the Investor agrees to subscribe for and purchase, the aggregate number of Subscription Securities for the aggregate Purchase Price set forth opposite its name on ‎SCHEDULE I, corresponding to an issue price of $0.004858 per Class A Ordinary Shares (the “Stated Value”) For the avoidance of doubt, the aggregate number of the Subscription Securities and the Purchase Price per share shall be subject to equitable adjustment in the event of (i) any increase or decrease in the number of issued ADSs resulting from a change to the ADS-to-Ordinary Share ratio; (ii) any increase or decrease in the number of issued Company Securities resulting from a share split, reverse share split, share dividend, combination or reclassification of such shares, or similar transaction affecting such shares, or (iii) any other transaction with respect to the Company Securities, including a corporate merger, consolidation, acquisition of property or equity, separation (including a spin-off or other distribution of shares or property), reorganization, liquidation (whether partial or complete), or any similar transaction.

Section 2.02 Closings. Subject to the satisfaction or valid waiver by the applicable Parties of the conditions set forth in Article V, the consummation of the purchase and sale of the Subscription Securities hereunder shall take place in one or more closings (each a “Closing” and together with the Initial Closing and the Final Closing (in each case as defined below), the “Closings”). The initial closing (the “Initial Closing”) shall take place remotely via electronic exchange of documents on the date (the “Initial Closing Date”) that is no later than ten (10) Business Days after all closing conditions as set forth in Section 5.01 and Section 5.02 have been satisfied or waived by the Company and Investor (or such other time and place as the Company and the Investors shall mutually agree). Any other Closing following the Initial Closing (the “Subsequent Closing”) shall take place remotely via electronic exchange of documents on the date (the “Subsequent Closing Date”) that is no later than five (5) Business Days after the applicable closing conditions as set forth in Section 5.01 and Section 5.02 have been satisfied or waived by the Company and Investor (or such other time and place as the Company and the Investors shall mutually agree). Any Subsequent Closing on which all the remaining Subscription Securities have been issued shall be deemed as the “Final Closing,” and such closing date shall also be referred to as “Final Closing Date”. The Initial Closing Date, the Subsequent Closing Dates and the Final Closing Date are collectively referred to herein as the “Closing Dates”.

| 6 |

| --- |

Section 2.03 Actions at the Initial Closing. At the Initial Closing, the following actions shall take place, all of which shall be deemed to have occurred simultaneously and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents have been delivered:

(a) The Investor shall:

(i) deliver to the Company the Registration Rights Agreement, executed by a duly authorized officer of the Investor;

(ii) deliver to the Company the sufficient proof evidencing the receipt and completion of the ODI Approvals (as defined below) to the Company;

(iii) deliver to the Company a copy of the resolutions adopted by its board of directors approving this Agreement and other Transaction Documents and matters relating to the Closing; and

(iv) subject to Section 2.05 and the receipt by the Lender of an Installment Repayment under the Loan Agreement, purchase such number of Subscription Securities equal to the product obtained by 1,543,845,204 multiplied by the quotient obtained by dividing (i) the applicable Installment Repayment (net of any accrued interest paid pursuant to the Loan Agreement), by (ii) the principal amount of the loan under the Loan Agreement, by remitting the applicable Purchase Price equal to the U.S. dollar equivalent to such Installment Repayment (calculated based on the Applicable Exchange Rate (as defined below)) and remit such Purchase Price to the bank account designated by the Company.

(b) The Company shall:

(i) subject to Section 2.05, allot and issue to the Investor such number of Subscription Securities being purchased by the Investor against the payment of the applicable Purchase Price pursuant to Section 2.03(a)(iii), and deliver to the Investor one or more duly executed share certificate(s) representing such number of Subscription Securities registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within ten (10) Business Days following the Initial Closing Date)];

(ii) deliver to the Investor a certified true copy of the register of members of the Company evidencing the Subscription Securities being owned by the Investor at the Closing;

(iii) deliver to the Investor the Registration Rights Agreement, executed by a duly authorized officer of the Company; and

(iv) deliver to the Investor a copy of the resolutions adopted by the Board approving the execution and performance by the Company of this Agreement and other Transaction Documents and any other matters required for the Closings.

| 7 |

| --- |

Section 2.04 Actions at each Subsequent Closing. At each Subsequent Closing, subject to Section 2.05, the Investor shall purchase such number of Subscription Securities equal to the product obtained by 1,543,845,204 multiplied by the quotient obtained by dividing (i) the applicable Installment Repayment (net of any accrued interest paid pursuant to the Loan Agreement), by (ii) the principal amount of the loan under the Loan Agreement, by remitting the applicable Purchase Price equal to the U.S. dollar equivalent to such Installment Repayment (calculated based on the Applicable Exchange Rate) to the bank account designated by the Company. The Company shall allot and issue to the Investor such number of Subscription Securities being purchased by the Investor against the payment of the applicable Purchase Price pursuant to the preceding sentence, and deliver to the Investor one or more duly executed share certificate(s) representing such number of Subscription Securities registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within five (5) Business Days following each Subsequent Closing Date).

Section 2.05 Payment of Purchase Price. Within five (5) Business Days after the Lender receives each Installment Repayment under the Loan Agreement, the Investor shall purchase U.S. dollar equivalent to such repayment amount (net of any accrued interest paid pursuant to the Loan Agreement) based on the then applicable foreign exchange rate for RMB against U.S. dollars of the relevant bank while processing the purchase order (the “Applicable Exchange Rate”) and remit such amount to the bank account designated by the Company, as the Purchase Price for the relevant Subscription Securities; provided, however, that the aggregate Purchase Price in one or multiple Closings combined shall be deemed as paid in full after the Investor has paid such amount in U.S. dollars equivalent to the RMB53,382,750 (as calculated based on the Applicable Exchange Rate).

Section 2.06 Restrictive Legend. Each certificate representing the Subscription Securities shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS SUCH TRANSFER IS EFFECTED (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) PURSUANT TO ANY AVAILABLE EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

Article III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The following representations and warranties by the Company are qualified in their entirety by reference to the disclosures in the SEC Documents filed or furnished prior to the date hereof, but excluding statements in any “Risk Factors” section or similar cautionary, predictive or forward-looking disclosure. Subject to the foregoing, the Company represents and warrants to the Investor that, as of each Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date):

Section 3.01 Existenceand Qualification. Each of the Company and the Subsidiaries is an exempted company that is duly organized, validly existing and in good standing (to the extent applicable) under the laws of the jurisdiction of its incorporation or organization, and has the requisite power and authority to own, lease and operate its property and to conduct its business as currently conducted and as described in the registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by it with the SEC (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, the “SEC Documents”). Each of the Company and the Subsidiaries is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.

| 8 |

| --- |

Section 3.02 Capitalization; Issuance of Subscription Securities.

(a) As of November 1, 2024, the authorized share capital of the Company is US$20,000,000 divided into 200,000,000,000 shares comprising of (i) 190,000,000,000 Class A Ordinary Shares, of which 56,343,198,438 Class A Ordinary Shares (excluding the 7,563,892 Class A Ordinary Shares issued to the Company’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Company’s share incentive plan) were issued and outstanding, (ii) 100,000,000 Class B Ordinary Shares, of which 40,809,861 Class B Ordinary Shares were issued and outstanding, and (iii) 9,900,000,000 Senior Preferred Shares, of which none Senior Preferred Shares was issued and outstanding. The Subscription Securities issuable upon each Closing shall be duly and validly reserved for issuance.

(b) As of the date hereof, the Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

(c) The Subscription Securities have been or will be duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, non-assessable, and free and clear of any Encumbrance and restrictions on transfer (except for restrictions on transfer arising under applicable securities laws or created by virtue of this Agreement or the other Transaction Documents). The issuance of the Subscription Securities will not be subject to any preemptive, right of first refusal, right of participation or similar rights except for the waiver and consent from certain shareholders which will be obtained prior to each Closing. Upon entry of the Investor in the register of members of the Company as the legal owner of the Subscription Securities, the Company will transfer to the Investor good and valid title to the Subscription Securities free and clear of any Encumbrances.

(d) As of the date hereof, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Company Securities, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Company Securities. As of the date hereof, except as set forth in the SEC Documents, there are no obligations (whether outstanding or authorized) of the Company or any Subsidiary requiring the repurchase of any Company Securities. As of the date hereof, except as set out in the SEC Documents, there are no obligations (whether outstanding or authorized) of the Company or any Subsidiary requiring the repurchase of any securities of the Subsidiaries.

| 9 |

| --- |

(e) The offers and sales of Company Securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the applicable investors, exempt from such registration requirements. Except as set forth in the SEC Documents, there are no shareholders’ agreements, voting agreements or other similar agreements with respect to the Company Securities to which the Company is a party or, to the knowledge of the Company, between or among any of the holders of Company Securities. Assuming the accuracy of the Investor’s representations and warranties set forth in Article IV, no registration under the Securities Act is required for the offer and sale of the Subscription Securities by the Company to the Investor hereunder. The Subscription Securities (i) were not offered by any form of general solicitation or general advertising and (ii) to the Issuer’s knowledge are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

(f) The Company is not, and has never been, an issuer of the type described in paragraph (i) of Rule 144.

Section 3.03 Capacity, Authorization and Enforceability. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby. This Agreement and the Transaction Documents have been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Transaction Documents are valid and binding agreements of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity. Without limiting the generality of the foregoing, as of each Closing, no approval by the shareholders of the Company is required in connection with this Agreement or other Transaction Documents, the performance by the Company of its obligations hereunder or thereunder, or the consummation by the Company of the transactions contemplated hereby or thereby, except for those that have been obtained, waived or exempted on or prior to each Closing.

Section 3.04 Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the Memorandum and Articles or other constitutional documents of the Company or (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, Governmental Entity or court to which the Company is subject (including federal and state securities laws and regulations of any self-regulatory organization to which the Company or its securities are subject, including all Trading Markets), or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which the Company’s assets are subject, except in the case of clause (ii) and (iii) as would not have a Material Adverse Effect.

| 10 |

| --- |

Section 3.05 Consents and Approvals. Assuming the accuracy of the representations and warranties of the Investor under this Agreement, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Initial Closing and those filings required to be made with the SEC and Nasdaq (including, without limitation, a Form 6-K) or the China Securities Regulatory Commission (“CSRC”).

Section 3.06 SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such materials) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension (including following any extensions of time for filing provided by Rule 12b-25 promulgated under the Exchange Act). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. The Company is eligible to register the resale of the Subscription Securities for resale by the Investor on Form F-3 promulgated under the Securities Act.

Section 3.07 Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Documents, except as set forth in the SEC Documents, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its share capital, and (v) the Company has not issued any Company Securities to any officer, director or Affiliate, except pursuant to existing Company share incentive plans.

| 11 |

| --- |

Section 3.08 Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”), which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Company’s performance of obligations hereunder, or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

Section 3.09 Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Documents, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“MaterialPermits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

Section 3.10 Title to Assets. The Company and the Subsidiaries have good and marketable title to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Encumbrance, except for (i) Encumbrance as does not materially affect the value of such property and does not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries; (ii) Encumbrance for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties and (iii) Encumbrance incurred in the ordinary course of business consistent with past practice of the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect.

| 12 |

| --- |

Section 3.11 Intellectual Property. Except as set forth in SEC Documents, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Documents and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, except as would not have a Material Adverse Effect, within three (3) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Documents, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

Section 3.12 Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement. To the knowledge of the Company, no executive officer of the Company or any Subsidiary is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters, except where such noncompliance would not have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.13 Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

| 13 |

| --- |

Section 3.14 Transactions with Affiliates and Employees. Except as set forth in the SEC Documents, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including share option agreements under any share incentive plan of the Company.

Section 3.15 Brokerage and Finder’s Fee. No brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.17 that may be due in connection with the transactions contemplated by the Transaction Documents.

Section 3.16 Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Subscription Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

Section 3.17 Sanction Related Matters.(i) Neither the Company nor any of its Subsidiaries, any of their respective directors or officers, or to the knowledge of the Company, employees, agents or any other Persons acting for or on behalf of the Company or any of its Subsidiaries has at any time in the five (5) years prior to the date hereof: (1) made any bribe, influence payment, kickback, payoff, benefits or any other type of payment (whether tangible or intangible) that would be unlawful under any applicable anti-bribery or anti-corruption (governmental or commercial) laws (including, for the avoidance of doubt, any guiding, detailing or implementing regulations), including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any government official, governmental authority or any other individual or commercial entity to obtain a business advantage, such as the Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act 2010, or any other local or foreign anti-corruption or anti-bribery Law (collectively, “Anti-Corruption Laws”), as may be applicable; (2) been in violation of any Anti-Corruption Law, offered, paid, promised to pay, or authorized any payment or transfer of anything of value, directly or indirectly, to any person for the purpose of (A) influencing any act or decision of any Government Official in his or her official capacity, (B) inducing a government official to do or omit to do any act in relation to his or her lawful duty, (C) securing any improper advantage, (D) inducing a government official to influence or affect any act, decision or omission of any governmental authority, or (E) assisting the Company or any of its Subsidiaries, or any agent or any other Person acting for or on behalf of the Company or any of its Subsidiaries, in obtaining or retaining business for or with, or in directing business to, any Person; or (3) accepted or received any contributions, payments, gifts, or expenditures that would be unlawful under any Anti-Corruption Law. (ii) Neither the Company, any of its Subsidiaries, any of their respective directors or officers, nor to the knowledge of the Company, employees, agents acting for or on behalf of the Company or any of its Subsidiaries, has at any time in the five (5) years prior to the date hereof been found by a governmental authority to have violated any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, or, to the knowledge of the Company, is subject to any indictment or any government investigation with respect to any Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions. (iii) Neither the Company, any of its Subsidiaries, any of their respective directors or officers, nor to the knowledge of the Company, employees, agent or any other Person acting for or on behalf of the Company or any of its Subsidiaries, is a Sanctioned Person, and to the knowledge of the Company, no Sanctioned Person has at any time in the five (5) years prior to the date hereof been given an offer to become an employee, officer or director of the Company or any of its Subsidiaries. To the knowledge of the Company, none of the Company nor any of its Subsidiaries has at any time in the five (5) years prior to the date hereof conducted or agreed to conduct any business, or entered into or agreed to enter into any transaction with a Sanctioned Person or otherwise violated Sanctions.

| 14 |

| --- |

Section 3.18 No Disqualification Events. With respect to the Subscription Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a “Company Covered Person” and, together, “Company Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Investor a copy of any disclosures provided thereunder.

Article IV

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that as of each Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date):

Section 4.01 Existence. The Investor has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization.

Section 4.02 Capacity. The Investor has the requisite power and authority to enter into and perform its obligations under this Agreement and consummate the transactions contemplated hereby.

Section 4.03 Authorization And Enforceability. This Agreement has been duly authorized, executed and delivered by the Investor, and assuming the due authorization, execution and delivery by each of the other Parties, this Agreement is a valid and binding agreement of the Investor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.

| 15 |

| --- |

Section 4.04 *Non-Contravention.*Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the memorandum and articles or other constitutional documents of the Investor; (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, Governmental Entity or court to which the Investor is subject, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Investor is a party or by which the Investor is bound or to which any assets of the Investor are subject, except in the case of clause (iii) as would not have a Material Adverse Effect. There is no action, suit or proceeding, pending or, to the knowledge of the Investor, threatened against the Investor that questions the validity of this Agreement or the right of the Investor to enter into this Agreement to consummate the transactions contemplated hereby.

Section 4.05 Consents and Approvals. Neither the execution and delivery by the Investor of this Agreement, nor the consummation by the Investor of any of the transactions contemplated hereby, nor the performance by the Investor of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to each Closing.

Section 4.06 Securities Law Matters.

(a) The Investor is acquiring the Subscription Securities for its own account without violation of applicable securities laws, provided, that, this representation and warranty does not obligate the Investor to hold any of the Subscription Securities for any minimum or other specific term, nor limit the Investor’s right to sell the Subscription Securities pursuant to an effective registration statement under the Securities Act or otherwise in compliance with applicable federal and state securities laws.

(b) The Investor acknowledges that the Subscription Securities are “restricted securities” within the meaning of Rule 144 under the Securities Act, and have not been registered under the Securities Act or any applicable state securities law, and any certificate representing the Subscription Securities shall be endorsed with the restrictive legend set forth in ‎Section 2.04 of this Agreement. The Investor further acknowledges that, absent an effective registration under the Securities Act, the Subscription Securities may only be offered, sold or otherwise transferred pursuant to applicable exemption from the registration requirements of the Securities Act.

(c) The Investor is not a “U.S. person” as defined in Rule 902 of Regulation S promulgated under the Securities Act. The Investor has been advised and acknowledges that in issuing the Subscription Securities to it pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Investor is acquiring the Subscription Securities in an offshore transaction in reliance upon the exemption from registration provided by Regulation S. At the time the Subscription Securities were first offered to the Investor, at the time the Investor proposed to enter into this Agreement and at the time this Agreement was executed and delivered by the Investor, the Investor was outside of the United States.

| 16 |

| --- |

(d) The Investor is not purchasing the Subscription Securities as a result of any advertisement, article, notice or other communication regarding the Company Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of the Investor, any other general solicitation or general advertisement.

Section 4.07 Investment Experience. The Investor is a sophisticated investor with knowledge and experience in financial and business matters such that such party is capable of evaluating the merits and risks of the investment in the Subscription Securities. The Investor is able to bear the economic risks of an investment in the Subscription Securities.

Section 4.08 Availability of Funds. No source of funding for the Purchase Price relates, directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country, or any activities or business in violation of any Applicable Law relating to anti-money laundering.

Section 4.09 No Additional Representations; Non-reliance. The Investor acknowledges and agrees that, except as expressly set forth in Article III, no Person is making or has made any other written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to the Company or its Subsidiaries or the transactions contemplated hereby*,* and the Investor disclaims that it is relying on or has relied on any such representation or warranty as an inducement to enter into this Agreement or otherwise.

Article V

CONDITIONS

Section 5.01 Company Closing Conditions. The obligation of the Company to issue and sell the relevant Subscription Securities pursuant to the SCHEDULE I to the Investor at each Closing is subject to the satisfaction, or waiver by the Company, of the following conditions:

(a) Prior to the Initial Closing Date, the Investor has duly obtained of all necessary approvals, consents and authorizations in connection with the underlying outbound direct investment for Subscription Securities pursuant to the SCHEDULE I, by the corporate and the competent PRC governmental authorities in connection with outbound direct investment (the “ODI Approvals”) and delivered to the Company sufficient proof evidencing the receipt and completion of the ODI Approvals.

(b) For the Initial Closing, the delivery by the Investor of the items set forth in Section 2.03 (a) of this Agreement.

(c) The representations and warranties of the Investor contained herein shall be true and accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on each Closing Date (unless as of a specific date therein in which case they shall be accurate as of such date).

(d) All obligations, covenants and agreements of the Investor required to be performed at or prior to each Closing Date shall have been performed.

| 17 |

| --- |

Section 5.02 InvestorClosing Conditions. The obligation of the Investor to consummate the transaction under this Agreement at each Closing is subject to the satisfaction, or waiver by the Investor, of the following conditions:

(a) Prior to the Initial Closing Date, the Company has duly obtained of all necessary approvals, consents and authorizations in connection with the transaction from the Board, third parties, Governmental Entities or stock exchanges and all materials for the CSRC filing required for the transaction have been duly prepared and ready for submission.

(b) For the Initial Closing, the delivery by the Company of the items set forth in Section 2.03 (b) of this Agreement.

(c) Each of the existing shareholders of the Company having participation rights with respect to the transaction hereunder have waived their participation rights.

(d) The representations and warranties of the Company contained herein shall be true and accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) on each Closing Date (unless as of a specific date therein in which case they shall be accurate as of such date).

(e) All obligations, covenants and agreements of the Company required to be performed at or prior to each Closing Date shall have been performed.

Article VI

ADDITIONAL AGREEMENTS AND COVENANTS

Section 6.01 Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, the Parties will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement.

Section 6.02 CSRC Filing. The Company shall use its best efforts to prepare documents and materials required to consummate the Initial Closing on or before the Investor obtains the ODI Approvals and the Parties shall cooperate with each other to timely file with the CSRC the required materials with respect to the transactions contemplated by this Agreement.

Section 6.03 Public Announcements.

(a) The Company shall (a) prior to the start of the Trading Day immediately following the date hereof issue a press release in form and substance reasonably acceptable to the Investor disclosing the material terms of the transactions contemplated hereby (but not disclosing the identity of the Investor unless the Investor’s prior written consent has been obtained); and (b) file a Current Report on Form 6-K in the form required by the Exchange Act and attaching the material Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act. The Company shall obtain prior written approval of the Investor and consider in good faith any comments the Investor may have on, the filling of Form 6-K or any press release related thereto.

| 18 |

| --- |

(b) Without limiting the generality of the foregoing, from and after the date of this Agreement until the date on which the Investor ceases to hold any Subscription Securities, the Company shall not, directly or indirectly, issue any press release or make any filing with the SEC, in each case, to the extent such press release or filing identifies the Investor or its Affiliates or the transactions contemplated by this Agreement, unless the Company first consults with the Investor, and considers in good faith any comments that the Investor may have on, such materials; provided, that the Company may make any subsequent press release or filings with the SEC that are substantially consistent in form with any such materials previously approved by the Investor in the manner provided for in this ‎Section 6.02 without being required to first consult the Investor as otherwise required in this Section 6.03. Notwithstanding anything to the contrary herein, the Company shall not issue any press release or otherwise make any public statement that identifies the Investor or its Affiliates without the Investor’s prior written consent; provided that, for the avoidance of doubt the Company shall be permitted to (i) identify the Investor or its Affiliates in any filing required to be made with the SEC but only to the extent that the identification of the Investor is expressly required, and subject to the consultation rights and right to comment contained in the immediately preceding sentence; and (ii) solely to the extent required by applicable securities laws, identify the Investor in the Company’s annual report on Form 20-F in Item 7.A. (Major Shareholders) or in Item 19 (Exhibits) to the extent that the name of the Investor or its Affiliates is mentioned in Exhibits that have been included in such Form 20-F, without consultation with or seeking prior consent from the Investor.

Section 6.04 Survival.

(a) The Fundamental Company Representations and the Fundamental Investor Representations shall survive indefinitely or until the latest date permitted by law.

(b) All representations and warranties contained in this Agreement other than the Fundamental Company Representations and the Fundamental Investor Representations shall survive the Closings until the expiration of twenty-four (24) months from the Final Closing.

(c) Notwithstanding the foregoing sub-clause (a) and (b), any breach of any representation, warranty, covenant or agreement in respect of which breach of contract is sought shall survive the time at which it would otherwise terminate pursuant to the sub-clause (a) or (b) above, if notice of the inaccuracy or breach thereof giving rise to such right of claim shall have been given to the party against whom such claim may be sought prior to such time.

Section 6.05 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Subscription Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

| 19 |

| --- |

Section 6.06 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Investor is an acquiring Person under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Investor could be

deemed to trigger the provisions of any such plan or arrangement, by virtue of purchasing Subscription Securities under this Agreement.

Section 6.07 Use of Proceeds. The Company shall use the net proceeds from the sale of the Subscription Securities hereunder solely for the purposes of (i) funding its operation and other activities duly approved by the Board, and (ii) fees and expenses of the Investor in connection with this Agreement payable by the Company pursuant to ‎Section 7.10.

Section 6.08 Listing of ADSs. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the ADSs on the Trading Market on which it is currently listed.

Section 6.09 Tax Filings. The Company shall cooperate, and shall cause each Subsidiary to cooperate, with the Investor in providing the Investor with any information reasonably requested for it to timely make all filings, returns, reports, forms or calculations in order to assist the Investor with the preparation of its Tax returns, Tax reports, information returns, declarations of estimated Tax and other declarations and statements with respect to Taxes, obtaining any benefit pursuant to applicable Tax law, or complying with any other Tax law that the Investor is subject to. The Company shall not make any elections or take any other actions to be treated as other than a corporation for U.S. federal income tax purposes. The Company shall also cause the Group Companies to meet all payment, withholding and all other tax compliance obligations in accordance with the Applicable Laws.

Section 6.10 Corporate Governance. The Investor shall be entitled to appoint one (1) observer to the Board so long as the Investor and/or its affiliates hold no less than 25.00% of the Subscription Securities.

Section 6.11 Most Favorable Investor. In the event that the Company has granted or grants any future holders of Company Securities and/or convertible or exchange securities any rights, privileges or protections (except for the rights to appoint director or observer to the Board of the Company) more favorable than those offered to the Investor prior to the final Closing, the Investor shall be entitled to such rights, privileges and protections automatically within six (6) months after the Final Closing Date.

Section 6.12 Capital Changes. Until the one (1) year anniversary of the date hereof, the Company shall not undertake a reverse or forward share split or reclassification of the Class A Ordinary Shares or ADSs without the prior written consent of the Investor.

| 20 |

| --- |

Article VII

MISCELLANEOUS

Section 7.01 Notices. All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing, and delivery shall be deemed sufficient in all respects and to have been duly given as follows: (a) on the actual date of service if delivered personally; (b) at the time of receipt if given by electronic mail to the e-mail addresses set forth in this ‎Article VII; (c) on the third day after mailing if mailed by first-class mail return receipt requested, postage prepaid and properly addressed as set forth in this ‎Article VII; or (d) on the day after delivery to a nationally recognized overnight courier service during its business hours for overnight delivery against receipt, and properly addressed as set forth in this ‎Article VII:

If to the Investor:	Lightwind Global<br> Limited<br><br> <br>[]<br><br> <br>E-mail:<br> []<br><br> <br>Attn:<br> [*]
If to the Company:	Uxin Limited<br><br> <br>[]<br><br> <br>E-mail:<br> []<br><br> <br>Attn:<br> [*]

Any party may change its address or other contact information for notice by giving notice to each other party in accordance with the terms of this ‎Article VII. In no event will delivery to a copied Person alone constitute delivery to the party represented by such copied Person.

Section 7.02 Termination. This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the Parties hereunder shall terminate without any further liability on the part of any Party in respect thereof, upon the mutual written agreement of the Investor and the Company to terminate this Agreement.

Section 7.03 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 7.04 Entire Agreement. This Agreement and the other Transaction Documents constitute the entire agreement and understanding among the parties hereto and thereto with respect to the subject matters hereof and thereof and supersede any prior understandings, agreements or representations by or among the parties, written or oral, related to the subject matter hereof and thereof, provided that the binding terms in the Memorandum of Understanding entered into between Youxin (Anhui) Industrial Investment Co., Ltd. (优信（安徽）产业投资有限公司) and Pintu (Beijing) Information Technology Co., Ltd. (拼途（北京）信息技术有限公司), dated September 12, 2024, shall remain intact.

Section 7.05Counterparts. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder. The parties irrevocably and unreservedly agree that this Agreement may be executed by way of electronic signatures and the parties agree that this Agreement, or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

| 21 |

| --- |

Section 7.06 *Assignments.*This Agreement is personal to each of the Parties. The Company shall not assign any rights and obligations herein to any third party without the prior written consent of the Investor. The rights and obligations herein may not be assigned or transferred by the Investor to any third party without the prior written consent of the Company.

Section 7.07 Descriptive Headings; Construction. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Parties agree that this Agreement is the product of negotiation between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in and did participate in the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly or in favor of or against any party but rather shall be given a fair and reasonable construction without regard to the rule of contra proferentem.

Section 7.08 Amendment. This Agreement may be amended only by a written instrument executed by each of the Parties.

Section 7.09 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its principles of conflicts of laws.

Section 7.10 Dispute Resolution.

(a) Each of the Parties hereto irrevocably (i) agrees that any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong and administered by the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in force at the time of the commencement of the arbitration, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration, and (iii) submits to the exclusive jurisdiction of Hong Kong in any such arbitration. There shall be three (3) arbitrators. The claimant shall appoint one (1) arbitrator, and the respondent shall appoint one (1) arbitrator no more than ten (10) days following the official appointment of the arbitrator appointed by the claimant, failing which such arbitrator shall be appointed by HKIAC; the third arbitrator shall be the presiding arbitrator and shall be appointed jointly by the arbitrators ap-pointed by the claimant and respondent within ten (10) days of the later of the appointment of the arbitrators appointed by the said Parties, failing which such arbitrator shall be appointed by HKIAC.

(b) The arbitration shall be conducted in English.

(c) The Parties acknowledge and agree that, in addition to contract damages, the arbitrator may award provisional and final equitable relief, including injunctions, specific performance and lost profits.

(d) The decision of the arbitration tribunal shall be final, conclusive and binding on the Parties to the arbitration. Judgment may be entered on the arbitration tribunal’s decision in any court having jurisdiction.

| 22 |

| --- |

(e) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfil their respective obligations and shall be entitled to exercise their rights under this Agreement.

(f) The Parties understand and agree that this provision regarding arbitration shall not prevent any Party from pursuing preliminary, equitable or injunctive relief in a judicial forum pending arbitration in order to compel another Party to comply with this provision, to preserve the status quo prior to the invocation of arbitration under this provision, or to prevent or halt actions that may result in irreparable harm. A request for such equitable or injunctive relief shall not waive this arbitration provision.

(g) The Parties expressly consent to the joinder of additional part(ies) in connection with the other Transaction Documents to the arbitration proceedings commenced hereunder and/or the consolidation of arbitration proceedings commenced hereunder with arbitration proceedings commenced pursuant to the arbitration agreements contained in the other Transaction Documents. In addition, the Parties expressly agree that any disputes arising out of or in connection with this Agreement and the other Transaction Documents concern the same transaction or series of transactions.

(h) If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

Section 7.11 Expenses. The Company shall pay the Investor’s legal fees and expenses, account auditing fees and expenses, and other expenses reasonably incurred by the Investor in connection with the transactions contemplated hereunder, no matter whether the transactions contemplated hereunder are completed or not.

Section 7.12 Third Party Beneficiaries. Except as otherwise expressly set forth in this Agreement (which shall include without limitation ‎Section 7.10), there are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any Person any rights, remedies or obligations.

Section 7.13 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other remedy to which they are entitled at law or in equity.

| 23 |

| --- |

Section 7.14 No Waiver; Cumulative Remedies. Except as specifically set forth herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative. No failure or delay on the part of any party in exercising any right, power or remedy under this Agreement will operate as a waiver of such right, power or remedy, and no single or partial exercise of any such right, power or remedy will preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. To the maximum extent permitted by Applicable Law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

Section 7.15 Non-recourse. All actions, obligations, losses or causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this Agreement, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement, and (iv) any failure of the transactions contemplated hereby or thereby to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as Parties to this Agreement subject to the terms and conditions hereof.

Section 7.16 Replacement of Shares. If any certificate or instrument evidencing the Subscription Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The Investor applying for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement certificate or instrument.

[Signature Pages Follow]

| 24 |

| --- |

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first set forth above.

UXIN LIMITED
By:	/s/ Kun Dai
Name:	Kun Dai (戴琨)
Title:	Director

| i |

| --- |

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first set forth above.

Lightwind Global Limited
By:	Zhongjie Song
Name:	Zhongjie Song
Title:

[SignaturePage to Share Subscription Agreement]

SCHEDULE I

Particulars of the Investor

Name	Number of Subscription Securities to be Purchased		Purchase Price
Lightwind Global Limited	1,543,845,204<br> Class A Ordinary Shares	US$	7,500,000

SCHEDULE

Exhibit A

Form of Registration Rights Agreement

SCHEDULE

Exhibit4.70

loan Agreement

THIS LOAN AGREEMENT (this “Agreement”) is entered into on September 12, 2024, by and between Youxin (Anhui) Industrial Investment Co., Ltd. (优信（安徽）产业投资有限公司 (the “Borrower”), a company organized and existing under the laws of the PRC, and Pintu (Beijing) Information Technology Co., Ltd. (拼途（北京）信息技术有限公司) (the “Lender”), a company organized and existing under the laws of the PRC. The Borrower and the Lender are hereinafter jointly referred to as “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Lender agrees to extend a loan to the Borrower in accordance with the terms and conditions of this Agreement.

NOWTHEREFORE, in consideration of the respective undertakings stated herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

Section

Interpretation

1.1 Definitions. Unless otherwise defined in this Agreement, capitalized terms used herein shall have the following meanings:

“BusinessDay” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the PRC (which for the purpose of this Agreement shall exclude Hong Kong SAR, Macau SAR and Taiwan), Hong Kong SAR or the State of New York are authorized or required by law or other governmental action to close.

“GuaranteeAgreement” means the guarantee agreement (保证合同) entered into between the Lender and the Guarantor in the form as set forth in SCHEDULE 1.

“Guarantor” means Youtang (Shaanxi) Information Technology Co., Ltd. (优唐（陕西）信息科技有限公司).

“ODIApprovals” means all necessary approvals, consents and authorizations in connection with the outbound direct investment in Uxin Limited by certain Affiliate of the Lender (the “Holder”) at an aggregate investment amount of US$7,500,000, by the competent PRC governmental authorities, including without limitation (i) the National Development and Reform Commission of the PRC or its local counterparts; (ii) the Ministry of Commerce of the PRC or its local counterparts; (iii) the State Administration of Foreign Exchange or its local counterparts; and (iv) the related foreign exchange bank(s).

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Entity.

“RMB” means Renminbi Yuan, the lawful currency of the PRC.

“TransactionDocuments” means this Agreement and the Guarantee Agreement.

“USdollar or US$” means United States dollar, the lawful currency of the United States of America.

1.2 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided, (i) the terms defined in this Section 1 shall have the meanings assigned to them in this Section 1 and include the plural as well as the singular, (ii) all references in this agreement to designated “Sections” and other subdivisions are to the designated sections and other subdivisions of the body of this agreement, (iii) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this agreement as a whole and not to any particular section or other subdivision, and (v) all references in this agreement to designated schedules, exhibits and annexes are to the schedules, exhibits and annexes attached to this agreement unless explicitly stated otherwise.

Section 2. AMOUNT AND TERMS OF THE LOAN

2.1 Loan. On the terms and subject to conditions of this Agreement and in reliance upon the representations and warranties of the Borrower set forth in this Agreement, the Lender agrees to extend a loan to the Borrower in a principal amount of the RMB equivalent of US$7,500,000 (the “Loan”). The US dollar to RMB exchange rate hereof shall be the average of the middle exchange rate published by the People’s Bank of China for the three (3) Business Days preceding the Drawdown Date.

| 2 |

| --- |

2.2 Drawdown. The Lender agrees to wire the principal amount of the Loan into a bank account designated by the Borrower on a date (the “Drawdown Date”) that is within five (5) Business Days after the satisfaction or waiver by the Lender of the conditions as set forth in Section 4, provided that a wiring instruction with accurate and complete bank account number and other information of the bank account shall have been delivered to the Lender at least three (3) Business Days prior to Drawdown Date.

2.3 Guarantee of the Loan. The obligation of the Borrower to repay the Loan under this Agreement shall be guaranteed by the Guarantor pursuant to the Guarantee Agreement dated as of the date hereof by and between the Lender and the Guarantor.

2.4 Interest.

(a) Within twelve (12) months after the Drawdown Date (the “Initial Interest Period”), a simple interest shall accrue on the outstanding principal amount of the Loan at a fixed rate of 5.35% per annum.

(b) In the event the Borrower has not repaid the principal amount and the interest accrued in full within the Initial Interest Period, a simple interest shall accrue on the then outstanding principal amount of the Loan and interest accrued pursuant to Section 2.4 at a fixed rate of 8.00% per annum immediately after the expiration of the Initial Interest Period until the Loan is repaid in full.

(c) Interest rates shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.

2.5 Term.

(a) The Loan shall have a term of 18 months from the Drawdown Date (the “Term”).

(b) The Term may be extended upon written agreement between the Lender and the Borrower.

2.6 Ranking. The payment obligations of the Borrower hereunder will rank at least equally and ratably with all of its other present and future unsecured payment obligations, except for obligations mandatorily preferred by law and not by contract.

2.7 Repayment. As soon as possible after the Holder has obtained the ODI Approvals and notified the Borrower in writing (such written notice shall contain documentary evidence of such ODI Approvals), the Borrower shall repay the principal amount of the Loan and the interest accrued pursuant to Section 2.4 in installments as mutually agreed by the Lender and the Borrower in writing (each, an “InstallmentRepayment”), until all principal amount and accrued interest is repaid in full. For the avoidance of doubt, the aggregate amount of repayment denominated in renminbi shall be equivalent to US$7,500,000 and the accrued interests (in each case calculated based on the middle exchange rate published by the People’s Bank of China on the relevant repayment date.) Within fifteen (15) Business Days after the expiration of the Term, the Borrower shall repay the then outstanding principal amount of the Loan and any unpaid accrued interest.

| 3 |

| --- |

2.8 Application of Repayment. The repayments shall be applied, first, to payments in full of any costs incurred in the collection of any sum due under the Loan, including (without limitation) reasonable attorney’s fee, second, to the payment in full of any interest accrued pursuant to Section 2.4, and third, to the reduction of the unpaid principal balance of the Loan.

2.9 Prepayment. The Borrower may not prepay the Loan at any time before the Holder has obtained all ODI Approvals without the prior written consent of the Lender. Any prepayment of all or any portion of the Loan shall be made in accordance with the terms set forth herein or shall otherwise be subject to the prior written consent of the Lender.

2.10 Event of Default. Any of the following events shall constitute an event of default (an “Event of Default”)

(a) Failure to Make Required Payment. The Borrower fails to pay the principal amount and accrued interest due pursuant to this Agreement.

(b) Voluntary Bankruptcy. (i) Any of the Borrower, Uxin Limited, or the Guarantor (collectively, the “Borrower Parties” and each a “Borrower Party”) commences a voluntary winding-up, liquidation or similar process under applicable law; (ii) any of the Borrower Party consents to the appointments of or taking possession by a liquidator, assignee, trustee, sequestrator (or other similar official) of such Borrower Party for any substantial part of its property; (iii) any of the Borrower Party generally fails to pay its debts as such debts become due; or (iv) any of the Borrower Party takes any corporate action in furtherance of any of the foregoing events described in the foregoing subsections (i) to (iii).

(c) Involuntary Bankruptcy. (i) Entry of a decree or order for relief by a court having jurisdiction in the premises in respect of any Borrower Party in an involuntary case under any applicable bankruptcy, insolvency or other similar law; (ii) appointment of a liquidator, assignee, trustee, sequestrator (or similar official) of any Borrower Party for any substantial part of its property, or (iii) the ordering of the winding-up or liquidation of any Borrower Party’s affairs.

(d) Change of Control. (i) A sale of all or substantially all of the assets of any Borrower Party; (ii) the acquisition of more than 50% of the voting power of the outstanding securities of any Borrower Party by another entity that is not an Affiliate of the Borrower Parties by means of any transaction or series of related transactions (including, without limitation, reorganization, merger or consolidation); or (iii) any reorganization, merger or consolidation in which the respective Borrower Party is not the surviving entity.

(e) Cross Default: Borrower Party’s default or breach under any outstanding loans, notes or debt financing agreements (to the extent not timely cured by the Borrower Party pursuant to its term) to which such Borrower Party is a party, provided that, no Event of Default will occur if (i) the defaulted amount of outstanding loans, notes or debt financing agreements falling in the above is no more than RMB5 million, or (ii) the Borrower Party has remedied or rectified within fifteen (15) days after such default or breach.

2.11 Remedies.

(a) Upon the occurrence of an Event of Default specified in Section 2.10 (a), the Lender may, by notice to the Borrower, declares the Loan to be due immediately and payable by the Borrower, where upon the unpaid outstanding principal amount of the Loan and accrued interest shall become immediately due and payable without notice.

| 4 |

| --- |

(b) Upon the occurrence of an Event of Default specified in Section 2.10 (b), (c), (d) or (e), the unpaid outstanding principal amount of the Loan and accrued interest shall automatically and immediately become due and payable, in all cases without any action on the part of the Lender.

2.12 Use of Proceeds. Without the prior written consent of the Lender, the Borrower shall only use the proceeds of the Loan to fund its business operation and other activities duly approved by the board of directors of Uxin Limited.

Section 3. representations and warranties

3.1 Borrower Representations and Warranties. The Borrower hereby represents and warrants to Lender that:

(a) The Borrower is duly incorporated and validly existing under the laws of the PRC. The Borrower has all requisite corporate power and authority to own and operate its properties, to carry on its business as now conducted and to perform its obligations hereunder which it may enter into pursuant to the terms hereof. The Borrower is duly qualified to transact business in each jurisdiction in which such qualification is required.

(b) The Borrower is duly authorized to enter into this Agreement, and this Agreement when executed and delivered constitutes the valid and legally binding obligation of the Borrower, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Entity is required on the part of the Borrower in connection with the consummation of the transactions contemplated by this Agreement.

(d) No event has occurred that would have a material adverse effect on the assets, business and financial condition of the Borrower or on the Borrower’s ability to perform its obligations hereunder.

3.2 Lender Representations and Warranties. The Lender hereby represents and warrants to Borrower that:

(a) The Lender is duly organized and validly existing under the laws of the PRC. The Lender has all requisite corporate power and authority to own and operate its properties, to extend the Loan and carry on its business as now conducted and to perform each of its obligations hereunder which it may enter into pursuant to the terms hereof. The Lender is duly qualified to transact business in each jurisdiction in which such qualification is required.

(b) The Lender is duly authorized to enter into this Agreement and conduct the transaction contemplated hereunder and this Agreement when executed and delivered constitutes the valid and legally binding obligation of the Lender, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

| 5 |

| --- |

Section 4. General Conditions Precedent

4.1 General Conditions Precedent. The obligation of the Lender to make the Loan is subject to fulfillment, on or prior to the Drawdown Date, of each of the following conditions, unless otherwise waived by the Lender in writing:

(a) the representations and warranties of the Borrower contained in this Agreement are true and correct as of the date hereof and on the Drawdown Date; and

(b) each of the parties to the Transaction Documents, other than the Lender, shall have executed and delivered such Transaction Documents to the Lender.

Section 5. Miscellaneous

5.1 Amendments. Except as otherwise permitted herein, this Agreement and its provisions may be amended, changed, waived, discharged or terminated only by a writing signed by the Parties.

5.2 Assignments. The Borrower shall not transfer any of its/his rights or duties under this Agreement without prior written consent of the Lender. The Lender may assign all or part of its rights under this Agreement to any Affiliate or other Persons.

5.3 Fee and Expenses. The Borrower or its Affiliate shall reimburse the Lender of any legal fees and expenses, account auditing fees and expenses, and other expenses reasonably incurred by the Lender in connection with this Agreement and the performance of its obligation hereunder.

5.4 Governing Law. The execution, validity, interpretation, implementation and disputes of this Agreement shall be governed by the laws of the PRC.

5.5 Dispute Resolution.

(a) Any dispute or claim arising out of or in connection with this Agreement including any question regarding its existence, validity or termination (“Dispute”) shall first be subject to friendly discussions between the Parties with a view to reaching an amicable settlement by negotiation..

(b) If after fifteen (15) days from the date one Party serves the other Parties notice in writing of the existence of a Dispute such Dispute cannot be resolved by negotiation, any Party may without further delay submit the Dispute to the China International Economic and Trade Arbitration Commission (the “CIETAC”) for arbitration.

| 6 |

| --- |

(c) Such arbitration shall be conducted by the CIETAC in accordance with CIETAC’s arbitration rules in effect at the time of the application for arbitration. The tribunal shall consist of three arbitrators. The language of the arbitration shall be Chinese. A written record of the arbitration hearings shall be kept and made available to the Parties. The arbitral award shall be final and binding on both Parties. The costs of the arbitration, including attorneys’ fee shall be borne by the losing Party unless otherwise determined by the arbitration award.

5.6 Notices. All notices, claims, certificates, requests, demands and other communications under this Agreement shall be made in writing and shall be delivered to a Party hereto by hand or sent by facsimile, or sent, postage prepaid, by reputable overnight courier services at the address given for such Party on the signature pages hereof (or at such other address for such Party as shall be specified by like notice), and shall be deemed given when so delivered by hand, or if sent by facsimile, upon receipt of a confirmed transmittal receipt, or if sent by overnight courier, five (5) days after delivery to or pickup by the overnight courier service.

5.7 Severability. If any provision of this Agreement shall be held invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

5.8 Remedies Cumulative. The rights and remedies available under this Agreement or otherwise available shall be cumulative of all other rights and remedies and may be exercised successively.

5.9 Counterpart Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

(SignaturePages Follow)

| 7 |

| --- |

IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement as of the first date written above.

Youxin (Anhui) Industrial Investment Co., Ltd.
(优信（安徽）产业投资有限公司)
By:	Wenbing Jing	(stamp)
Name:	井文兵
Title:	Legal Representative
Address<br> for notice:	[*]
---	---
Attn:	[*]
Tel:	[*]
Email:	[*]

IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement as of the first date written above.

Pintu (Beijing) Information Technology Co., Ltd.
(拼途（北京）信息技术有限公司)
By:	/s/ Zhongjie Song	(stamp)
Name:	Zhongjie Song
Title:	Legal Representative
Address<br> for notice:	[*]
---	---
Attn:	[*]
Tel:	[*]
Email:	[*]

SCHEDULE1

GUARANTEEAgreement

Exhibit4.71

JointVenture Agreement

Datedthis_________ day of_________ , 2024

JointVenture Agreement

The following parties shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.

Party A: Uxin (Anhui) Industrial Investment Co., Ltd. (优信（安徽）产业投资有限公司)

Legal Representative: [*]

Address: [*]

Uniform Social Credit Code: [*]

Party B: Wuhan Junshan Urban Assets Operation Co., Ltd. (武汉军山城市资产运营有限公司)

Legal Representative: [*]

Address: [*]

Uniform Social Credit Code: [*]

In accordance with the Civil Code of the People’s Republic of China and other relevant laws and regulations and on the basis of the principles of equality, free will, good faith and mutual benefit, Party A and Party B (hereinafter referred to as “the Parties”), intending to be legally bound hereby, agree as follows with respect to their joint investment in the Uxin used car project in the Wuhan Economic & Technological Development Zone (hereinafter referred to as “the Project”) upon friendly negotiation.

Article1 Basic Information of Joint Venture

1.1 Formation of Joint Venture

The Parties hereby agree to form a joint venture in accordance with the Company Law of the People’s Republic of China and other relevant laws and regulations of China.

1.2 Name and Registered Address of Joint Venture

1.2.1 The Joint Venture is tentatively named 优信（武汉）智能再制造有限责任公司 (Uxin (Wuhan) Intelligent Remanufacturing Co., Ltd.) in Chinese (the final name shall be as registered with the administration for industry and commerce).

1.2.2 The registered address of the Joint Venture is: Wuhan Economic & Technological Development Zone.

1.3 Legal Representative of Joint Venture

The legal representative of the Joint Venture is Pan Wenjie.

1.4 Legal Status of Joint Venture

The Joint Venture is a limited liability company incorporated under the laws of China, and the Parties shall be liable to the Joint Venture to the extent of their respective subscribed contributions to the registered capital of the Joint Venture.

Article2 Purpose and Scope of Business of Joint Venture

2.1 Purpose of Joint Venture

The purpose of the Joint Venture is to conduct business activities in China according to the principle of equality, friendly economic exchanges and mutual benefit.

2.2 Scope of Business of Joint Venture

2.2.1 The scope of business of the Joint Venture is as follows: General items: manufacturing of auto parts and accessories; manufacturing of mechanical and electrical equipment; manufacturing of electronic components and devices; manufacturing of metal processing machinery; operating on the used car trading market; providing used car brokerage services; sale of vehicles; used car appraisal and evaluation; retail sale of auto parts and accessories; sale of car decoration products; repair and maintenance of motor vehicles; spray painting; property management; general cargo warehousing services (excluding hazardous chemicals and other items subject to licensing approval); information consulting services (excluding information consulting services subject to licensing); sale of new-energy vehicles; sale of electrical accessories for new-energy vehicles; sale of battery swap facilities for new-energy vehicles; sale of new-energy vehicle production and testing equipment; commercial agency services; auto towing, rescue and wrecker services; leasing of non-residential properties (except for businesses subject to licensing, the Joint Venture may carry out business activities not prohibited or restricted by the laws and regulations independently in accordance with the law). The Joint Venture shall comply with the relevant laws and regulations promulgated in China in all its activities, and shall have the right to the protection of such laws and regulations.

Article3 Term of Operation

3.1 Term of Operation

3.1.1 The Joint Venture shall have an indefinite term of operation commencing from the date of incorporation.

Article4 Total Investment and Registered Capital

4.1 Total Investment

The total investment in the Joint Venture is RMB One Hundred Million Yuan (RMB100,000,000)

4.2 Registered Capital & Form of and Time Limit for Capital Contribution

The registered capital of the Joint Venture is RMB One Hundred Million Yuan (RMB100,000,000). The Parties shall make contributions to the registered capital of the Joint Venture in the following ratio and form:

4.2.1

Name of Shareholder				Form<br>of<br><br> <br>Contribution
Uxin (Anhui) Industrial Investment<br> Co., Ltd.	66,700,000	66.7	%	Monetary contribution
Wuhan Junshan Urban Assets Operation Co.,<br> Ltd.	33,300,000	33.3	%	Monetary contribution
Total	100,000,000	100	%	Monetary contribution

4.2.2 Party A shall be the first to make each installment of capital contribution. Party A shall complete the initial capital contribution within 3 months after the Joint Venture’s premises are available for use, and Party B shall, within 5 days from the date of the initial capital contribution by Party A, make a capital contribution in an amount no less than Party A’s initial capital contribution. Within 12 months from the date of the initial capital contributed by Party A, the Parties shall make cumulative capital contributions of no less than RMB20 million. Within 24 months from the date of the initial capital contribution by Party A, Party A shall make the second installment of capital contribution of RMB13.3 million, and Party B shall, within 5 days following the second installment of capital contribution by Party A, pay up the remaining capital it is obligated to pay. Party A shall, within 36 months from the date of its initial capital contribution, make the third installment of capital contribution of RMB13 million and shall, within 48 months from the date of its initial capital contribution, pay up the remaining capital it is obligated to pay.

4.3 Use of Shareholders’ Contributions. The capital contributions made by the Parties shall be used to cover the operating and administrative expenses of the Joint Venture.

Article5 Operations Management Body

5.1 Operations Management Personnel

5.1.1 The Joint Venture shall establish an operations management body consisting of a general manager and a financial controller, who shall be responsible for managing the routine operations of the Joint Venture. The general manager and the financial controller shall be designated by Party A, and their appointment or dismissal shall be subject to approval by the Board of Directors.

5.1.2 Party B may designate a shareholder representative, whose duties are as follows:

(1) The shareholder representative shall hold the USB-Shield used to make enquiries on the Joint Venture’s account, and shall have the right to supervise the movement of funds of the Joint Venture, give reasonable advice, and report such movement to Party B. Party B or its shareholder representative shall have the right to request from the Joint Venture its truthful financial statements and the corresponding accounting documents. Party B shall have the right to demand that other authorized representatives (including lawyers, accountants and other professionals) assist its shareholder representative with his/her work, and Party A shall cause the Joint Venture to fully cooperate with such inspection. If such inspection reveals any exceptional movement of funds without going through the decision-making process agreed in this Agreement or the Articles of Association and in violation of the Joint Venture’s regulations on use of funds, related-party transactions or management of assets, Party B shall have the right to demand that the Board of Directors cause the responsible party to make rectifications and return the corresponding funds to the Joint Venture within a certain time limit.

(2) If the funds are not returned within 10 days, Party B shall have the right to demand payment of a sum equivalent to one and a half ten-thousandth of such funds per day as liquidated damages. Where any exceptional movement of funds occurs and the funds are not returned to the Joint Venture within the specified time limit, Party B shall have the right to demand a replacement of the responsible director(s), senior officer(s) and employee(s).

5.1.3 Duties of Operations Management Personnel

5.1.4 The duties of the general manager are to implement the resolutions of the Shareholders’ Meeting and of the Board of Directors, organize and lead the routine operations management activities of the Joint Venture, and exercise other functions and powers granted by the Shareholders’ Meeting and the Board of Directors.

5.1 The duties of the financial controller are as follows:

(1) to be in charge of the overall management of the financial affairs of the Joint Venture, sign significant financial documents and statements, and be accountable and report to the general manager;

(2) to implement the decisions of the Shareholders’ Meeting and of the Board of Directors on financial affairs, control the costs of the Joint Venture, prepare capital plans, review and supervise the use of funds and the balance of income and expenditure of the Joint Venture, submit financial analysis reports to the Shareholders’ Meeting, the Board of Directors and the general manager, and make recommendations for improvement;

(3) to participate in the development of the Joint Venture’s business plans, and make plans for the use of funds;

(4) to provide guidance on the Joint Venture’s compliance with the relevant laws and regulations and the code of corporate governance for listed companies.

(5) to implement the institutional documents.

5.2 Term of Office, Dismissal and Replacement

5.2.1 The general manager and the financial controller shall each serve for a term of three years and may be reappointed for an additional term by a resolution of the Board of Directors.

5.2.2 If the general manager or the financial controller is dismissed or resigns, his/her successor shall be designated or appointed pursuant to Article 5.1.2 hereof.

5.3 Definition of Senior Officers

Senior officers shall include the general manager, the financial controller, the chief operating officer and managers at the deputy general manager level or above of the Joint Venture, as well as other persons deemed by the Board of Directors to be a senior officer.

5.4 Duties of Senior Officers

5.4.1 The general manger and other senior officers of the Joint Venture shall carry out their duties in a diligent and responsible manner and act in the best interest of the Joint Venture;

5.4.2 The financial controller shall report to the general manager, provided that such reporting shall have no adverse impact on the normal operation of the Joint Venture.

5.4.3 For matters involving related-party transactions, lending and cash concentration or transfer of assets of the Joint Venture, the senior officers shall carry out the relevant activities in accordance with the regulations on capital management, related-party transactions or asset management then in force.

5.5 In order to maintain stable operation of the Joint Venture, no less than [10] key employees recommended by Party A and selected and appointed by the Joint Venture shall sign with the Joint Venture an employment contract with a term of no less than [3] years. If any of such employees is subject to an order on restriction of high-level consumption or an order on restriction of consumption, or is included in the list of dishonest persons subject to enforcement, or is unsuitable for continuing to serve the Joint Venture for such other reasons as set forth in Article 168 of the Company Law, the Joint Venture shall replace such employee within one week, and Party A shall cause the Joint Venture to comply with the provisions of this Article. In the event that the Joint Venture violates any provisions of this Article, the supervisor appointed by Party B shall have the right to propose the dismissal of said employee.

Article6 Supervisor

6.1 Appointment and Removal of Supervisor

6.1.1 The Joint Venture does not set up a supervisory committee and only has one supervisor to be appointed by Party B. The supervisor shall serve for a term of three years and may be reappointed by Party B for an additional term.

6.1.2 The supervisor may be appointed or removed only by written instrument signed by Party B.

6.1.3 No directors and senior officers may concurrently serve as the supervisor.

6.2 Functions and Powers of Supervisor

For the avoidance of doubt, the supervisor of the Joint Venture shall exercise the following functions and powers:

(1) to inspect the financial affairs of the Joint Venture;

(2) to supervise directors’ and senior officers’ performance of the duties assigned by the Joint Venture, and to propose removal of any directors or senior officers who have violated the laws, the administrative regulations, the Articles of Association or any board resolutions;

(3) to demand a director or a senior officer to make corrections if any of his/her acts is detrimental to the interests of the Joint Venture;

(4) to put forward proposals to the Shareholders’ Meeting;

(5) to initiate lawsuits against directors and senior officers in accordance with the law.

Article7 Board of Directors

7.1 Governing Body of Joint Venture

7.1.1 The Board of Directors is an operations management body of the Joint Venture which shall decide on the major issues of the Joint Venture (hereinafter referred to as the “Board”).

7.1.2 For the avoidance of doubt, the functions and powers of the Board shall include, without limitation:

(1) to convene shareholders’ meetings, report to the Shareholders’ Meeting and implement the resolutions thereof;

(2) to determine the operational guidelines and investment plans of the Joint Venture and its branches;

(3) to develop the profit distribution plans and loss recovery plans of the Joint Venture;

(4) to deliberate on and approve the reports of the supervisor of the Joint Venture;

(5) to formulate the Joint Venture’s plans on any increase or reduction of its registered capital and on issuance of corporate bonds;

(6) to put forward proposals for any merger, division, dissolution, liquidation or change of corporate form of the Joint Venture;

(7) to decide on the establishment of the internal management bodies of the Joint Venture and its branches;

(8) to deliberate on and approve, and develop plans for, the equity investments by the Joint Venture and its branches;

(9) to exercise such other functions and powers as specified in this Agreement and the Articles of Association (and any amendments thereto) or as granted by the shareholders.

7.2 Total Number of Directors, Power to Appoint Directors, and Term of Office of Directors

7.2.1 The Board shall consist of three directors (hereinafter referred to as the “Total Number of Directors”), two of which shall be nominated by Party A and one by Party B.

7.2.2 Each director shall serve for a term of three years and may be reappointed by his/her appointing shareholder for an additional term.

7.3 Chairman

7.3.1 One of the directors nominated by Party A shall serve as the chairman (hereinafter referred to as the “Chairman”) of the Joint Venture.

7.4 Rules of Procedure of the Board

7.4.1 A board meeting may be convened only if it is attended by two-thirds or more of the directors, and a board resolution may be passed only if it is approved by two-thirds or more of the directors, provided that matters set forth in paragraphs (5), (6) and (8) of Article 7.1.2 and Article 4.3 shall be subject to the unanimous consent of all directors.

7.4.2 The Parties shall negotiate on the regulations governing capital management, related-party transactions and asset management and form an ad referendum draft within 30 days after the execution hereof and shall, within 10 days after the incorporation of the Joint Venture, complete the development of such regulations and submit them to the first board meeting for resolution (the first board meeting shall be held no later than 5 days prior to the initial capital contribution by Party B). The above regulations shall be subject to the unanimous consent of all directors.

7.4.3 Each director shall have one vote. If a director is unable to attend a board meeting for whatever reason, he/she may issue a written power of attorney to appoint another director to attend and vote at the board meeting as his/her proxy, and the proxy so appointed shall have the same rights and powers as the director issuing the power of attorney to the extent authorized therein.

7.4.4 The board meetings shall be convened and presided over by the Chairman.

7.4.5 Before a regular or extraordinary board meeting, each director shall be notified of the date, place and agenda of such meeting by email two days in advance, unless the director waives such notice.

7.4.6 Each director may participate in a board meeting by any means (such as by means of conference telephone or other communication equipment) as long as all directors attending the meeting can communicate with each other. Any director attending a board meeting by any such means shall be deemed to have attended the meeting in person. Matters to be decided by a board resolution may be decided directly by a resolution passed by all directors without holding a board meeting, provided that such resolution shall be signed and sealed by all directors.

7.5 Board Resolutions

Board resolutions shall be written in Chinese, and be signed by all directors present in person or by proxy before being kept by the Joint Venture and copied to all parties concerned.

Article8 Shareholders’ Meeting

8.1 The Shareholders’ Meeting of the Joint Venture is a governing body of the Joint Venture which is composed of all shareholders. It shall exercise the following functions and powers:

(1) to appoint and replace the directors and the supervisor, and to decide on matters concerning their remunerations;

(2) to deliberate on and approve the reports of the Board;

(3) to deliberate on and approve the reports of the supervisor;

(4) to deliberate on and approve the Joint Venture’s profit distribution plans and loss recovery plans;

(5) to revise the Articles of Association;

(6) to increase or reduce the registered capital;

(7) to make resolutions on the liquidation, merger, division, dissolution or change of corporate form of the Joint Venture;

(8) to make any equity investments and sign any joint venture agreements;

(9) to decide on the issuance of corporate bonds;

(10) to exercise such other functions and powers as specified in the Articles of Association.

8.2 Matters to be decided by a resolution of the Shareholders’ Meeting shall be approved by shareholders representing two-thirds or more of the voting rights. The shareholders shall exercise their voting rights at the shareholders’ meetings in proportion to their respective subscribed capital contributions. Matters set forth in paragraphs (5), (6), (7) and (9) and the Joint Venture’s provision of external guarantees shall be subject to the unanimous consent of all shareholders.

Article9 Distribution of Profits

9.1 Where the Joint Venture distributes its after-tax profits for the current year, it shall allocate 10% of the profits to the statutory surplus reserve, provided that such allocation is no longer required when the cumulative amount of statutory surplus reserve reaches 50% of the registered capital of the Joint Venture.

9.2 Where the balance of the statutory surplus reserve of the Joint Venture is insufficient to make up the losses it has sustained in previous years, the profits for the current year shall be first used to make up such losses before an allocation is made to the statutory surplus reserve in accordance with the preceding paragraph.

9.3 After the Joint Venture has allocated a portion of its after-tax profits to the statutory surplus reserve, it may, subject to a resolution of the Shareholder’s Meeting, allocate an additional portion of its after-tax profits to the discretionary surplus reserve.

9.4 The remaining after-tax profits of the Joint Venture, after application thereof toward making up its losses and allocation of a portion thereof to the surplus reserves, shall be distributed between the shareholders in proportion to their respective paid-in capital, provided that the relevant profit distribution plan shall have been developed and approved by the Shareholders’ Meeting and the Board of the Joint Venture.

9.5 The Joint Venture shall achieve positive earnings before interest, taxes, depreciation and amortization (EBITDA) within 18 months after commencement of operation, and shall achieve a cumulative net profit of no less than RMB10 million in three years and a net profit of no less than RMB 80 million from the fourth year onwards.

Article10 Right to Know and Right to Inspect

10.1 The Joint Venture shall conduct audits in accordance with China’s Accounting Standards from the date of its formation, and shall engage an accounting firm to perform such audits.

10.2 The Joint Venture shall provide financial statements to both shareholders on a monthly basis. Each shareholder shall have the right to inspect, either directly or through an authorized representative (including a lawyer, accountant and other professional), all books of accounts, records and business documents of the Joint Venture, verify all assets of the Joint Venture, and request from the management of the Joint Venture written explanations and responses on issues relating to the operation of the Joint Venture. The Joint Venture shall, and the shareholder other than the one with the right to inspect shall cause the Joint Venture to, fully cooperate with such inspections.

Article11 Transfer of Shares

11.1 Unless otherwise agreed herein, without the consent of the other Party, neither Party may transfer its shares to a third party or cause the shares of the Joint Venture to be restricted in the following way:

11.1.1 Directly or indirectly transferring its shares to a third party, or causing any change in the shares of the Joint Venture by means of M&A, issuance of additional shares or otherwise;

11.1.2 Causing any change in the equity-related rights and interests such as voting right; and causing any change in special debts which carry the voting right or which are convertible into equity in the future, such as convertible corporate bonds;

11.1.3 Any other activities which may lead to any change in the shares of the Joint Venture or any restriction of rights (such as judicial enforcement, seizure, pledge of shares, etc.).

11.2 If the Joint Venture falls into any of the following circumstances, Party B shall have the right to transfer all its shares, and Party A shall cooperate with such transfer unconditionally in accordance with the Company Law and the regulations on supervision of state-owed assets. Where Party B issues a buy-back notice to Party A, Party A shall buy back such shares unconditionally at such price as stipulated in Article 11.3 hereof;

a) The Joint Venture has not conducted any business activities within its scope of business one year after its incorporation;

b) The Joint Venture fails to achieve such business objectives as agreed in Article 9.5;

c) There has been a long-term conflict among the members of the Board, causing the Board unable to convene a board meeting on 3 occasions or to form an effective resolution on 3 occasions.

11.3 Party A shall have a priority right to purchase the shares to be transferred by Party B under the same conditions at the following price:

the paid-in capital corresponding to the shares to be transferred; 2. investment returns shall be calculated based on the paid-in capital corresponding to the shares to be transferred at an annual simple interest rate of 5%, accruing from the date of capital contribution by Party B to the date of payment of the equity transfer price by Party A. The specific consideration to be paid for the transaction shall be based on the appraised value determined by an appraiser recognized by the Parties;

11.4 Where Party A transfers its shares to a third party with the consent of Party B, Party B shall have the right to elect whether to transfer its shares to the same transferee at the same price and under the same conditions together with Party A in proportion to their shareholdings. Party A shall cause the transferee to purchase the shares of Party B at the same price and under the same conditions.

Article12 Amendment

12.1 Amendment

No amendment to this Agreement shall be effective unless made by written agreement executed by the Parties.

Article13 Liability for Breach of Contract

13.1 If either Party violates any warranties, undertakings, agreements or other provisions contained herein, or if either Party makes any false representations hereunder, thereby causing the other Party to incur any expenses, liabilities or losses (including but not limited to the actual losses and any loss of anticipated profits (which must be supported by reasonable evidence) suffered by such Party, any interest paid, or loss of interest sustained by, such Party, any attorney’s fees incurred by such Party, and any and all benefits such Party is entitled to but has been deprived of, collectively referred to as the “Indemnifiable Losses” ), the breaching Party or the Party making any such false representations shall be liable to indemnify the non-breaching Party for all the above Indemnifiable Losses.

13.2 The Parties shall fulfil their capital contribution obligations in accordance with this Agreement, the Articles of Association or the resolutions of the Shareholders’ Meeting. Where either Party delays its contribution of capital or withdraws its capital contributions, it shall, starting from the date of such delay or withdrawal, pay the non-breaching Party a sum equivalent to one and a half ten-thousandth of the overdue contribution amount per day as liquidated damages.

13.3 During the operation of the Joint Venture, if either Party uses its position to engage in unfair related-party transactions, misappropriate the funds of the Joint Venture or commit any other acts detrimental to the interests of the Joint Venture, the breaching Party shall cure such breach within 10 days upon its receipt of a written notice to cure from the non-breaching Party; if the breaching Party fails to cure such breach within the required time limit for no good reason, it shall pay the non-breaching Party a sum equivalent to one and a half ten-thousandth of the misappropriated amount per day as liquidated damages.

13.4 Unless otherwise provided herein, where either Party breaches the provisions of Article 11.1 hereof, the non-breaching Party may issue a notice to cure to the breaching Party; if the breaching Party fails to cure such breach within the required time limit or fails to cure such breach to the satisfaction of the non-breaching Party, the non-breaching Party shall have the right to transfer its shares to a third party, or to issue a buy-back notice to the breaching Party, demanding that the breaching Party buy back its shares unconditionally at such price as specified in Articles 11.3 and 11.4.

Article14 Force Majeure

14.1 Force Majeure

Should any force majeure events (including but not limited to earthquakes, typhoons, floods, fires, explosions, natural disasters, acts of civil or military authorities, labor disputes, riots, wars, financial crises, major public health emergencies or other unforeseeable events beyond the reasonable control of a Party, or changes in the relevant laws, regulations, rules or policies of China) occur, the Party being prevented from performing its obligations hereunder shall notify the other Party of such events without delay and shall, within fifteen (15) days after such notification, provide detailed information about such events and the notarial documents issued by notaries public to prove such events (if applicable), explaining the reasons for its inability to perform, or delay in performing, all or part of its obligations hereunder.

14.2 Performance of Contract under Force Majeure

If either Party has, or both of the Parties have, been prevented by a force majeure event or the effects thereof from performing all or part of its or their obligations hereunder for ninety (90) days or more, the Parties shall, depending on the impact of such force majeure event on the performance hereof, consider whether to terminate this Agreement, or release the affected Party or the Parties from part of its or their obligations hereunder, or extend the time limit for the performance hereof.

Article15 Governing Law

15.1 The conclusion, validity, interpretation and performance of, and the resolution of disputes arising out of or in connection with, this Agreement shall be governed by the laws of China, without regard to the conflict of law rules thereunder. If any changes in the laws of China have a significant adverse impact on either Party, the Parties shall make modifications to this Agreement in good faith with the goal of maintaining the original economic interests of the Parties.

Article16 Dispute Resolution

16 The Parties shall first seek to resolve any dispute arising out of this Agreement through friendly negotiation. If no agreement is reached through negotiation, such dispute shall be referred to a people’s court in the place where the plaintiff is located for resolution through litigation.

Article17 Miscellaneous

17.1 Notices

Any notices, litigation papers or judicial instruments of other nature or other communications (the “Notices”) sent by either Party to the other Party in relation hereto shall be made in writing (including but not limited to letters and emails). For the purpose of the service of the Notices, the contact information of the Parties is as follows:

Party A

Address: [*]

Postal Code: [*]

MP: [*]

Email: [*]

Addressee: [*]

Party B

Address: [*]

Postal Code: [*]

MP: [*]

Email: [*]

Addressee: [*]

17.2 Effectiveness

In principle, all matters agreed upon herein shall be recorded in the Articles of Association. The Articles of Association drafted at the time of incorporation of the Joint Venture shall serve as the legal instrument concerning the registration and filing of the Joint Venture, and shall be legally binding on the Joint Venture and its shareholders and senior officers with respect to matters uncovered herein. In case of any inconsistency between the Articles of Association and this Agreement, this Agreement shall prevail, and if there is any supplementary agreement, such supplementary agreement shall prevail. Matters uncovered in the Articles of Association shall be governed by this Agreement, or by the relevant supplementary agreement, if any. Matters not addressed in this Agreement and any supplementary agreement but provided for in the Articles of Association shall be governed by the Articles of Association.

17.3 Counterpart

This Agreement shall be executed in Chinese in four (4) counterparts, with the Parties each holding two (2) counterparts. Each counterpart shall be deemed an original, but all counterparties together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

In witness whereof, the Parties or their authorized representatives have executed this Agreement as of the date first above written.

Uxin (Anhui) Industrial Investment Co., Ltd.
(seal)
Signature:
---	---
Name:	Jing Wenbing
Title:	Legal Representative
Wuhan Junshan Urban Assets Operation Co., Ltd.
---
(seal)
Signature:
---	---
Name:	Wang Mingming
Title:	Legal Representative

Exhibit4.72

Executionversion

SHARE SUBSCRIPTION AGREEMENT

Dated March 4, 2025

by and between

FAMEDRAGON GLOBAL LIMITED

and

UXIN LIMITED

TABLEOF CONTENTS

			Page
ARTICLE I DEFINITIONS			1
	Section 1.1	Definitions	6
	Section 1.2	Other Definitional and Interpretive Provisions	7
ARTICLE II<br> SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES			7
	Section 2.1	Sale and Purchase of the Subscription Securities	7
	Section 2.2	Initial Closing	7
	Section 2.3	Actions at Initial Closing	7
	Section 2.4	Subsequent Closings.	8
	Section 2.5	Actions at Each Subsequent Closing.	9
	Section 2.6	Restrictive Legend	9
ARTICLE III<br> REPRESENTATIONS AND WARRANTIES OF THE COMPANY			10
	Section 3.1	Accuracy of Disclosure	10
	Section 3.2	Existence and Qualification.	10
	Section 3.3	Capitalization; Issuance of Subscription Securities.	11
	Section 3.4	Ownership of Principal Securities	11
	Section 3.5	Capacity, Authorization and Enforceability	12
	Section 3.6	Non-Contravention	12
	Section 3.7	Consents and Approvals	12
	Section 3.8	Financial Statements.	13
	Section 3.9	Absence of Certain Changes.	14
	Section 3.10	Litigation.	14
	Section 3.11	Compliance with Laws.	15
	Section 3.12	No Securities Act Registration.	15
	Section 3.13	Tax.	15
	Section 3.14	No Brokers.	16
	Section 3.15	Intellectual Property.	17
	Section 3.16	Title to Property.	17
	Section 3.17	Labor Relations.	17
	Section 3.18	Transactions with Affiliates and Employees.	18
	Section 3.19	Investment Company.	18
	Section 3.20	Listing and Maintenance Requirements.	18
	Section 3.21	Disclosure.	18
	Section 3.22	No Integrated Offering.	19
	Section 3.23	Solvency.	19
	Section 3.24	Office of Foreign Assets Control.	19
	Section 3.25	Money Laundering.	19
	Section 3.26	Data Privacy.	19
	Section 3.27	Acknowledgement Regarding Investor’s Purchase of Subscription Securities.	20
	Section 3.28	Acknowledgement Regarding Investor’s Trading Activity.	20
	Section 3.29	Contracts.	20

| i |

| --- | | ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR | | | 21 | | --- | --- | --- | --- | | | Section 4.1 | Existence | 21 | | | Section 4.2 | Capacity | 21 | | | Section 4.3 | Authorization And Enforceability | 21 | | | Section 4.4 | Non-Contravention | 21 | | | Section 4.5 | Consents and Approvals | 21 | | | Section 4.6 | Securities Law Matters. | 22 | | | Section 4.7 | Investment Experience | 22 | | | Section 4.8 | Availability of Funds | 22 | | | Section 4.9 | No Additional Representations; Non-reliance | 22 | | ARTICLE V COVENANTS | | | 23 | | | Section 5.1 | CSRC Filing | 23 | | | Section 5.2 | Most Favored Investor. | 23 | | | Section 5.3 | Lock-Up. | 23 | | | Section 5.4 | Listing. | 23 | | ARTICLE VI ADDITIONAL AGREEMENTS | | | 23 | | | Section 6.1 | Efforts; Further Assurances | 23 | | | Section 6.2 | Public Announcements | 23 | | | Section 6.3 | Survival | 24 | | | Section 6.4 | Integration | 24 | | | Section 6.5 | Shareholder Rights Plan | 24 | | | Section 6.6 | Use of Proceeds | 25 | | | Section 6.7 | Listing of ADSs | 25 | | | Section 6.8 | Tax Filings | 25 |

| ii |

| --- | | ARTICLE VII CLOSING CONDITIONS | | | 25 | | --- | --- | --- | --- | | | Section 7.1 | Conditions to Obligations of the Company and the Investor. | 25 | | | Section 7.2 | Conditions to Obligations of the Company. | 25 | | | Section 7.3 | Conditions to Obligations of the Investor. | 26 | | ARTICLE VIII MISCELLANEOUS | | | 27 | | | Section 8.1 | Notices | 27 | | | Section 8.2 | Severability | 27 | | | Section 8.3 | Entire Agreement | 28 | | | Section 8.4 | Counterparts | 28 | | | Section 8.5 | Assignments | 28 | | | Section 8.6 | Descriptive Headings; Construction | 28 | | | Section 8.7 | Amendment | 28 | | | Section 8.8 | Governing Law | 28 | | | Section 8.9 | Dispute Resolution. | 29 | | | Section 8.10 | Expenses | 30 | | | Section 8.11 | Third Party Beneficiaries | 30 | | | Section 8.12 | Specific Performance | 30 | | | Section 8.13 | No Waiver; Cumulative Remedies | 30 | | | Section 8.14 | Non-recourse | 30 | | | Section 8.15 | Replacement of Shares | 30 |

| iii |

| --- |

SHARESUBSCRIPTION AGREEMENT

SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into on March 4, 2025 by and among:

1.	Uxin<br> Limited, a company organized under the laws of the Cayman Islands (the “Company”)
2.	FAME<br> DRAGON GLOBAL LIMITED, a company organized under the laws of the British Virgin Islands (the<br> “Investor”).

Each of the forgoing parties is referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Company desires to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, certain number of Class A Ordinary Shares (the “Subscription Securities”), pursuant to the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreement on the terms and conditions set forth herein.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

As used in this Agreement, the following terms shall have the following meanings:

“ADSs” means the American Depositary Shares of the Company, each representing three hundred (300) Class A Ordinary Shares.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person.

“Agreement” has the meaning assigned to such term in the preamble.

| 1 |

| --- |

“BeneficialOwner” has the meaning given such term in Rule 13d-3 under the Exchange Act, provided that Beneficial Ownership under Rule 13d-3(1)(i) shall be determined based on whether a Person has a right to acquire Beneficial Ownership irrespective of whether such right is exercisable within 60 days of the time of determination, and “Beneficially Own,” “Beneficially Owned” and “Beneficial Ownership” have meanings correlative to that of Beneficial Owner.

“Board” means the board of directors of the Company.

“BOCOM” means BOCOM International Supreme Investment Limited, a business company duly incorporated and validly existing under the Laws of the British Virgin Islands.

“BusinessDay” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the Cayman Islands, the People’s Republic of China (which for the purpose of this Agreement shall exclude Hong Kong SAR, Macau SAR and Taiwan) or the State of New York are authorized or required by law or other governmental action to close.

“Certificateof Designation” means the Third Amended and Restated Certificate of Designation of Senior Convertible Preferred Shares dated March 26, 2024 with respect to the rights and preferences of the Senior Preferred Shares, as maybe amended from time to time pursuant to its terms.

“ClassA Ordinary Shares” means the Company’s Class A ordinary shares, par value $0.0001 per share.

“ClassB Ordinary Shares” means the Company’s Class B ordinary shares, par value $0.0001 per share.

“Closing” means the Initial Closing or any Subsequent Closing, as applicable.

“Code” means the Inland Revenue Code of 1986, as amended.

“Company” has the meaning assigned to such term in the preamble.

“CompanySecurities” means (a) Ordinary Shares, (b) securities convertible into, or exercisable or exchangeable, for Ordinary Shares, (c) any options, warrants or other rights to acquire Ordinary Shares, and (d) any ADSs, depository receipts or similar instruments issued in respect of Ordinary Shares.

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of Beneficial Ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

| 2 |

| --- |

“Depositary” means the Bank of New York Mellon, or any other successive depositary bank of the Company.

“ExchangeAct” means the U.S. Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder.

“FundamentalCompany Representations” means the representations and warranties by the Company contained in Section 3.2, Section 3.3, Section 3.5 and Section 3.6.

“FundamentalInvestor Representations” means the representations and warranties by the Investor contained in ‎Section 4.1, ‎Section 4.2, ‎Section 4.3 and ‎Section 4.4.

“Group” or “Group Companies” means the Company and its Subsidiaries, and each a “Group Company”.

“HKIAC” has the meaning assigned to such term in ‎‎Section 8.9(a).

“InitialClosing” has the meaning assigned to such term in ‎‎Section 2.2.

“InitialClosing Shares” has the meaning assigned to such term in ‎‎Section 2.2.

“IntellectualProperty” has the meaning assigned to such term in ‎‎Section 3.15.

“Investor” has the meaning assigned to such term in the preamble.

“Investors’Rights Agreement” means the second amended and restated investors’ rights agreement entered into by and among the Company, the Principal, the Investor and certain other parties thereto dated March 26, 2024.

“MaterialAdverse Effect” means any event, occurrence, fact, condition, change or development, individually or together with other events, occurrences, facts, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the business of the Company as presently conducted, or the condition (financial or otherwise), affairs, properties, employees, liabilities, assets or results of operation of the Company and its Subsidiaries taken as a whole or (b) the ability of the Company to timely consummate the transactions contemplated by this Agreement (including the sale of the Subscription Securities) or timely perform its material obligations hereunder; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect on the business of the Company or the Company or any Subsidiary relating to or arising in connection with (i) any action required to be taken pursuant to the terms and conditions of this Agreement or taken at the written direction of the Investor, (ii) economic changes affecting the industry in which the Company and its Subsidiaries operate generally or the economy of the PRC or any other market where the Company and its Subsidiaries have material operations or sales generally (provided in each case that such changes do not have a unique and materially disproportionate impact on the business of the Company and its Subsidiaries), (iii) the execution, announcement or disclosure of this Agreement or the pendency or consummation of the transactions contemplated hereunder, (iv) actions or omissions of the Company and its Subsidiaries that have been consented by the Investor in writing, (v) changes in generally accepted accounting principles that are generally applicable to comparable companies (provided that such changes do not have a unique and materially disproportionate impact on the business of the Company and its Subsidiaries), (vi) changes in general legal, tax or regulatory conditions (provided that such changes do not have a unique and materially disproportionate impact on the business of the Company and its Subsidiaries), (vii) changes in national or international political or social conditions, including any engagement in hostilities or the occurrence of any military or terrorist attack or civil unrest in each case occurring after the date hereof, or (viii) earthquakes, hurricanes, floods, epidemic-induced public health crises or other disasters in each case occurring after the date hereof.

| 3 |

| --- |

“Memorandumand Articles” means the amended and restated memorandum and articles of association of the Company currently in effect, as may be amended or restated from time to time.

“MoneyLaundering Laws” has the meaning assigned to such term in Section 3.25.

“Nasdaq” means the NASDAQ Global Select Market.

“OrdinaryShares” means Class A Ordinary Shares and Class B Ordinary Shares.

“Party” or “Parties” has the meaning assigned to such terms in the preamble.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Entity.

“PersonalInformation” has the meaning assigned to such term in Section 3.26.

“Principal” means Mr. Kun Dai (戴琨), with PRC identity card no. [*].

“PrincipalHolding Company” means Xin Gao Group Limited, a company organized under the Laws of the British Virgin Islands.

“PrincipalParties” means, collectively, the Principal and the Principal Holding Company.

“PrincipalLock-up Period” with respect to each of the Principal Securities, means the applicable lock-up period as set forth opposite such Principal Securities in Schedule I hereto.

“PrincipalSecurities” has the meaning assigned to such term in Section 3.4(a).

“PRC” means the People’s Republic of China.

“ProfessionalAdvisors” has the meaning assigned to such term in ‎Section 8.10.

“PurchasePrice Per Share” has the meaning assigned to such term in Section 2.1.

| 4 |

| --- |

“RegistrationRights Agreement” means the registration rights agreement to be entered into by and among the Company and the Investor at the Initial Closing.

“Relative” of a natural person means the spouse of such person and any parent, grandparent, child, grandchild, sibling, cousin, in-law, uncle, aunt, nephew or niece of such person or spouse.

“SanctionedPerson” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including (a) any Person listed in any Sanctions-related list of designated or identified Persons maintained by the United States (including by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S. Department of Commerce), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury, Switzerland or any other relevant authority, (b) any Person located, organized or resident in, or any Governmental Authority or governmental instrumentality of, a Sanctioned Country, or (c) any Person directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of, any Person described in clauses (a) or (b) hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“SECDocuments” has the meaning assigned to such term in ‎Section 3.1.

“SecuritiesAct” means the U.S. Securities Act of 1933, as amended, and any rules and regulations promulgated thereunder.

“SeniorPreferred Shares” means the Company’s senior convertible preferred shares, par value $0.0001 per share having the rights, preferences and privileges provided in the Certificate of Designation, as amended from time to time.

“ShortSales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing Ordinary Shares or ADSs).

“SubscriptionSecurities” has the meaning assigned to such term in the recital.

“SubsequentClosing” has the meaning assigned to such term in ‎‎Section 2.4.

| 5 |

| --- |

“TaxReturns” has the meaning assigned to such term in Section 3.13.

“TradingDay” means a day on which the principal Trading Market is open for trading.

“Trust” has the meaning assigned to such term in Section 3.4(d).

“U.S.” means the United States of America.

Section 1.2 Other Definitional and Interpretive Provisions*.*

The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be disregarded in the construction or interpretation hereof. References to Articles, Sections, Clauses, Exhibits and Schedules are to Articles, Sections, Clauses, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meanings given to them in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “dollars” or “$” are to U.S. dollars.

| 6 |

| --- |

ARTICLE II

SALE AND PURCHASE OF THE SUBSCRIPTION SECURITIES

Section 2.1 Sale and Purchase of the Subscription Securities.

Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the applicable Closing, and the Company agrees to sell and issue to the Investor at such Closing, certain number of Class A Ordinary Shares of the Company. The price per Class A Ordinary Share purchased at each Closing shall be $0.004858 (the “Purchase Price Per Share”).

Section 2.2 Initial Closing.

Subject to the terms and conditions hereof, at the closing of the purchase and sale of the Initial Closing Shares (as defined below) pursuant to this Agreement (the “Initial Closing”), the Company hereby agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Company, 2,058,460,272 Class A Ordinary Shares of the Company (the “Initial Closing Shares”), equal to the amount obtained by dividing the aggregate purchase price of Ten Million Dollars ($10,000,000) by the Purchase Price Per Share; provided, that the Investor agrees to pay and deliver or cause to be paid and delivered $1,500,000 in U.S. dollars by wire transfer of immediately available funds to the bank account designated by the Company as of the date of this Agreement and the remaining $8,500,000 in U.S. dollars by wire transfer of immediately available funds to the bank account designated by the Company as of the date of the Initial Closing. The Initial Closing shall take place remotely via electronic exchange of documents as soon as practicable, but in no event later than fifteen (15) Business Days after all the Closing conditions specified in Article VII hereof having been satisfied or waived, respectively, by the Investor and the Company (other than those conditions that by their nature are to be satisfied at the Initial Closing, but subject to the satisfaction or, to the extent permissible, waiver thereof at the Initial Closing), or at such other time and place as the Company and the Investor may mutually agree in writing.

Section 2.3 Actions at Initial Closing.

At the Initial Closing, the following actions shall take place, all of which shall be deemed to have occurred simultaneously, and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents have been delivered:

(a) The Investor shall:

(i) pay and deliver or cause to be paid and delivered $8,500,000 in U.S. dollars by wire transfer of immediately available funds to the bank account designated by the Company; and

(ii) deliver to the Company the Registration Rights Agreement, executed by a duly authorized officer of the Investor.

(b) The Company shall:

(i) allot and issue to the Investor the Initial Closing Shares, and deliver to the Investor one or more duly executed share certificate(s) representing the Initial Closing Shares registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within ten (10) Business Days following the date of the Initial Closing);

| 7 |

| --- |

(ii) deliver to the Investor a certified true copy of the register of members of the Company evidencing the Initial Closing Shares being owned by the Investor at the Initial Closing;

(iii) deliver to the Investor the Registration Rights Agreement, executed by a duly authorized officer of the Company;

(iv) a certificate, dated as of the date of the Initial Closing, signed by a duly authorized officer of the Company, confirming that the conditions to the Initial Closing set forth in Article VII hereof have been satisfied; and

(v) deliver to the Investor a copy of the resolutions adopted by the Board approving this Agreement and other Transaction Documents and matters relating to the Initial Closing.

Section 2.4 Subsequent Closings.

Subsequent purchases and sales of the Class A Ordinary Shares of the Company shall take place at one or more subsequent closings (each a “SubsequentClosing” and collectively, the “Subsequent Closings”) to be held remotely via the exchange of documents and signatures on a Business Day mutually agreed upon by the Company and the Investor or its assigns at such Subsequent Closing, and all conditions precedent to (i) the obligations of the Investor or its assigns to pay the aggregate purchase price for the Class A Ordinary Shares of the Company purchased in connection with such Subsequent Closing and (ii) the Company’s obligations to deliver such Class A Ordinary Shares of the Company, in each case as set forth in Article VII hereof, have been satisfied or waived at such Subsequent Closing; provided that, the aggregate purchase price paid by the Investor or its assigns for the Class A Ordinary Shares of the Company for the Initial Closing and all the Subsequent Closings shall be $27,876,507 (the “Aggregate Purchase Price”); and provided further, that no Subsequent Closing shall occur on a date later than the first anniversary of the date of this Agreement, unless otherwise mutually agreed upon by the Company and the Investor or its assigns. Any Subsequent Closing on which all Aggregate Purchase Price has been paid up shall be deemed as the “Final Closing,” and such closing date shall also be referred to as “FinalClosing Date”.

| 8 |

| --- |

Section 2.5 Actions at Each Subsequent Closing.

At each Subsequent Closing, the following actions shall take place, all of which shall be deemed to have occurred simultaneously, and no action shall be deemed to have been completed or any document delivered until all such actions have been completed and all required documents have been delivered:

(a) The Investor shall pay and deliver or cause to be paid and delivered the aggregate purchase price for the Class A Ordinary Shares of the Company in connection with such Subsequent Closing in U.S. dollars by wire transfer of immediately available funds to the bank account designated by the Company.

(b) The Company shall:

(i) allot and issue to the Investor the Class A Ordinary Shares of the Company purchased at such Subsequent Closing, and deliver to the Investor one or more duly executed share certificate(s) representing such Class A Ordinary Shares of the Company registered in the name of the Investor (the original copies of which shall be delivered to the Investor as soon as practicable within ten (10) Business Days following the date of such Subsequent Closing);

(ii) deliver to the Investor a certified true copy of the register of members of the Company evidencing the shares being owned by the Investor at such Subsequent Closing;

(iii) a certificate, dated as of the date of such Subsequent Closing, signed by a duly authorized officer of the Company, confirming that the conditions to the Subsequent Closing set forth in Article VII have been satisfied; and

(iv) deliver to the Investor a copy of the resolutions adopted by the Board approving this Agreement and other Transaction Documents and matters relating to such Subsequent Closing.

Section 2.6 Restrictive Legend.

Each certificate representing the Class A Ordinary Shares shall be endorsed with the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS SUCH TRANSFER IS EFFECTED (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (2) PURSUANT TO ANY AVAILABLE EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THE SECURITIES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

| 9 |

| --- |

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, except as otherwise disclosed in the SEC Documents, as of the date hereof and the date of the applicable Closing (except for the representations and warranties that speak as of a specific date, which shall be made as of such date):

Section 3.1 Accuracy of Disclosure*.*

The Company has filed or furnished, as applicable, on a timely basis, all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by it with the SEC (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein, the “SEC Documents”). As of their respective effective dates (in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment: (A) each of the SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act and any rules and regulations promulgated thereunder applicable to the SEC Documents (as the case may be) and (B) none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The agreements and documents described in the SEC Documents conform to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act and the rules and regulations thereunder to be described in the SEC Documents that have not been so filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the SEC Documents, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Except as described in the SEC, none of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. Performance by the Company of such agreements or instruments will not result in a material violation of any existing Applicable Law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.

Section 3.2 Existence and Qualification.

(a) The Company is an exempted company that is duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite power and authority to own, lease and operate its property and to conduct its business as currently conducted and as described in the SEC Documents. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership, leasing or operation of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect.

| 10 |

| --- |

(b) The Subsidiaries of the Company and their respective jurisdictions of incorporation are as set forth in the SEC Documents. Each Subsidiary is duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, with the requisite corporate power and authority to own, lease, operate and use its properties and assets and to carry on its business as currently conducted and as it is presently proposed to be conducted. Each Subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify or be in good standing could be reasonably expected to result in a Material Adverse Effect.

Section 3.3 Capitalization; Issuance of Subscription Securities.

(a) As of the date of this Agreement, the authorized share capital of the Company is US$20,000,000 divided into 200,000,000,000 shares comprising of (i) 190,000,000,000 Class A Ordinary Shares, of which 56,355,023,538 Class A Ordinary Shares (excluding the 7,393,492 Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Company’s share incentive plan) were issued and outstanding, (ii) 100,000,000 Class B Ordinary Shares, of which 40,809,861 Class B Ordinary Shares were issued and outstanding, and (iii) 9,900,000,000 Senior Preferred Shares, none of which was issued and outstanding. The Class A Ordinary Shares issuable upon the Closing shall be duly and validly reserved for issuance.

(b) Except as set forth in the SEC Documents, the Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

(c) The Subscription Securities have been or will be duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid, non-assessable, and free and clear of any Encumbrance and restrictions on transfer (except for restrictions on transfer arising under applicable securities laws). The issuance of the Subscription Securities will not be subject to any preemptive, right of first refusal, right of participation or similar rights except for the waiver and consent from certain shareholders which will be obtained prior to the Closing. Upon entry of the Investor in the register of members of the Company as the legal owner of the Subscription Securities, the Company will transfer to the Investor good and valid title to the Subscription Securities free and clear of any Encumbrance.

(d) Except as set forth in SEC Documents, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Company Securities, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional Company Securities. Except as set out in the SEC Documents, there are no obligations (whether outstanding or authorized) of the Company or any Subsidiary requiring the repurchase of any Company Securities.

(f) The Company is not, and has never been, an issuer of the type described in paragraph (i) of Rule 144.

Section 3.4 Ownership of Principal Securities.

(a) Schedule I hereto sets forth a true, correct and complete list of (a) the Company Securities directly and indirectly owned, whether beneficially or of record, by the Principal or any of his Affiliates as of the date of this Agreement (collectively, the “Principal Securities”), and (b) the Encumbrances the Principal Securities or any direct or indirect interest in the Principal Securities is subject to.

(b) Other than the Principal Securities, as of the date of this Agreement, the Principal and the Principal Parties do not directly or indirectly own, beneficially or of record, any Company Securities or any interest in any Company Securities (including without limitation through any direct or indirect interest in any other Person that owns, beneficially or of record, any Company Securities).

(c) Other than as specifically set forth on Schedule I hereto, the Principal and/or the Principal Parties are the sole owner(s) of all right, title and interest (including voting power and power of disposition) in the Principal Securities, free and clear of any Encumbrance (including without limitation any Encumbrance on any direct or indirect interest in any other Person that owns, beneficially or of record, any Principal Securities).

(d) (a) The Principal and a trust established under the laws of Hong Kong (the “Trust”) collectively indirectly own, beneficially and of record, 100% of all of the share capital and other securities of and all other right, title and interest (whether economic, voting or otherwise) in the Principal Holding Company, in each case free and clear of any Encumbrance; (b) all of the beneficiaries of the Trust are the Principal or his children, parents, spouse or other direct Relatives; (c) the Principal is (A) the sole director of the Trust and (B) the only Person that Controls the Trust; (d) the Principal Holding Company is the sole record and Beneficial Owner of 40,809,861 Class B Ordinary Shares and all right, title and interest therein, free and clear of any Encumbrance except as specified in on Schedule I hereto; and (e) the Principal does not have any indebtedness, liabilities or obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising out of or related to any indebtedness, liabilities or obligations of BOCOM, and there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such indebtedness, liability or obligation.

(e) Except as set forth on Schedule I hereto, the Principal Securities are not subject to any voting trust or other agreement, arrangement or understanding restricting or otherwise related to the voting or transfer of such Principal Securities (other than the Investors’ Rights Agreement), and the Principal and the Principal Parties have not appointed or granted any proxy, power-of-attorney or other authorization or consent that is still in effect with respect to any Principal Securities (other than the Investors’ Rights Agreement).

| 11 |

| --- |

(f) Except as set forth on Schedule I hereto, the Principal and the Principal Parties are not subject to any agreement, contract, instrument or other contractual obligations that may cause the change of Beneficial Ownership of the Principal Securities.

Section 3.5 Capacity, Authorization and Enforceability*.* The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby. This Agreement and the Transaction Documents have been duly authorized, executed and delivered by the Company, and assuming the due authorization, execution and delivery by each of the other parties hereto and thereto, this Agreement and the Transaction Documents are valid and binding agreements of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general principles of equity. Without limiting the generality of the foregoing, as of the Closing, no approval by the shareholders of the Company is required in connection with this Agreement or other Transaction Documents, the performance by the Company of its obligations hereunder or thereunder, or the consummation by the Company of the transactions contemplated hereby or thereby, except for those that have been obtained, waived or exempted on or prior to the Closing.

Section 3.6 Non-Contravention*.* Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the Memorandum and Articles or other constitutional documents of the Company or (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, Governmental Entity or court to which the Company is subject (including federal and state securities laws and regulations of any self-regulatory organization to which the Company or its securities are subject, including all Trading Markets), or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company is a party or by which the Company is bound or to which the Company’s assets are subject, except in the case of clauses (ii) and (iii) as would not have a Material Adverse Effect. There is no Action, suit or proceeding, pending or, to the knowledge of the Company, threatened against the Company that questions the validity of this Agreement or the right of the Company to enter into this Agreement to consummate the transactions contemplated hereby.

Section 3.7 Consents and Approvals*.* Assuming the accuracy of the representations and warranties of the Investor under this Agreement, neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing and those filings required to be made with the SEC and Nasdaq (including, without limitation, a Form 6-K) or the China Securities Regulatory Commission (“CSRC”).

| 12 |

| --- |

Section 3.8 Financial Statements.

(a) The financial statements (including any related notes) contained in the SEC Documents (A) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) were prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered thereby and (C) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for the periods covered thereby, except as disclosed therein and permitted under the Exchange Act.

(b) Except as disclosed in the SEC Documents, the Company has established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (A) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of the Board and management of the Company and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. Except as disclosed in the SEC Documents, there are no material weaknesses or significant deficiencies in the Company’s internal controls. The Company’s auditors and the audit committee of the Board have not been advised of any fraud, whether or not material, which involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2024, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(c) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) or 15d-15(e), as applicable, under the Exchange Act) of the Company are designed to ensure that all material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the management of the Company as appropriate to allow timely decisions regarding required disclosure.

(d) Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement, arrangement or undertaking (including any contract, agreement, arrangement or undertaking relating to any transaction or relationship between or among one or more of the Company and/or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such contract, agreement, arrangement or undertaking is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other SEC Documents.

| 13 |

| --- |

Section 3.9 Absence of Certain Changes.

Since the date of the latest audited financial statements included within the SEC Documents, except as specifically disclosed in a subsequent SEC, (i) there has been no event, occurrence, development or state of circumstances that could reasonably be expected to, either individually or in the aggregate, result in a Material Adverse Effect; (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to U.S. GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting or the manner in which it keeps its accounting books and records other than as required by U.S. GAAP, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans and (vi) no officer or director of the Company has resigned from any position with the Company. The Company does not have pending before the SEC any request for confidential treatment of information. Except for the issuance of the Subscription Securities contemplated by this Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least one Trading Day prior to the date that this representation is made. Unless otherwise disclosed in an SEC Document filed prior to the date hereof, the Company has not: (i) issued any securities or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution on or in respect to its capital stock.

Section 3.10 Litigation.

Except as disclosed in the SEC Documents, there are no Actions by or against the Company or its Subsidiaries or affecting the business or any of the assets of the Company or its Subsidiaries pending before any Governmental Entity, or, to the Company’s knowledge, threatened to be brought by or before any Governmental Entity that (i) adversely affects or challenges the legality, validity or enforceability of the transactions contemplated by this Agreement or the Company Securities; or (ii) if adversely determined, would reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the SEC documents, neither the Company, any Subsidiary, nor, to the Company’s knowledge, any of their respective officers, directors or any of its employees is a party or is named as subject to the provisions of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company or, to the knowledge of the Company, any current or former director or officer of the Company relating to the Company or its business. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act. There is no Action by the Company or any Subsidiary pending or which the Company or any Subsidiary intends to initiate, which if adversely determined, could reasonably be expected to have a Material Adverse Effect. The foregoing includes, without limitation, Actions pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.

| 14 |

| --- |

Section 3.11 Compliance with Laws.

(a) Except as disclosed in the SEC Documents, the Company or its Subsidiaries is and has been since January 1, 2020, in compliance with all Applicable Laws of any Governmental Entity in all material respects. Since January 1, 2020, except as set forth in the SEC Documents, neither the Company nor any Subsidiary (i) is or has been in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default), nor has the Company or any Subsidiary received notice of a claim that it is in default under or is in violation of any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is or has been in violation of any order of any court, arbitrator or any Governmental Entity, or (iii) is or has been in violation of any Applicable Law of any Governmental Entity, including, without limitation, all Applicable Laws relating to taxes, environmental protection, occupational health and safety, and employment and labor matters, anti-bribery and anti-money laundering, in each case in any material respects.

(b) Except as disclosed in the SEC Documents, the Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, orders and approvals (collectively, “Permits”), and have made all filings, applications and registrations with, any Governmental Authority that are required in order to carry on their business as presently conducted in all material respects. Except as disclosed in the SEC Documents, all such Permits are in full force and effect in all material respects and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, and all such filings, applications and registrations are current.

(c) The Company is not in violation of any listing requirements of the Nasdaq and has no knowledge of any facts that would reasonably be expected to lead to delisting or suspension of its ADSs from the Nasdaq in the foreseeable future.

Section 3.12 No Securities Act Registration.

Assuming the accuracy of the representations of the Investor contained in Sections 4.6 and 4.7 hereof, it is not necessary in connection with the issuance and sale to the Investor of the Subscription Securities to register the Subscription Securities under the Securities Act or to qualify or register the Subscription Securities under applicable U.S. state securities laws.

Section 3.13 Tax.

(a) All Tax returns, Tax reports, information returns, declarations of estimated Tax and other declarations and statements with respect to Taxes (collectively, “Tax Returns”) required to have been filed by or with respect to the Company and each Subsidiary have been timely filed (taking into account any extensions) and all such Tax Returns are complete and accurate and disclose all Taxes required to be paid by or with respect to the Company and each Subsidiary for the periods covered thereby, except for Tax Returns the failure of which to file would not have a Material Adverse Effect. All Taxes (whether or not shown on any Tax Return) for which the Company or any Subsidiary may be liable have been timely paid, except for Taxes the failure of which to pay would not have a Material Adverse Effect. The Company and each Subsidiary have set aside on its books provision reasonably adequate for the payment of all material Taxes for periods subsequent to the periods to which such Tax Returns apply.

| 15 |

| --- |

(b) Except where such unpaid Tax would not have a Material Adverse Effect, there are no unpaid Taxes claimed to be due by the Taxing authority of any jurisdiction, and the officers of the Company and each Subsidiary know of no basis for any such claim. The provisions for Taxes payable, if any, shown on the financial statements filed with the SEC Documents are sufficient for all accrued and unpaid Taxes, whether or not disputed, and for all periods to and including the dates of such financial statements.

(c) Neither the Company nor any Subsidiary is a party to any claim, dispute, audit, pending Action or proceeding, nor is any such claim, dispute, Action or proceeding threatened by any Taxing authority, for the assessment or collection of any Taxes and no claim for the assessment or collection of any Taxes has been asserted against the Company or any Subsidiary that has not been settled with all amounts due having been paid.

(d) No lien with respect to Taxes has been filed and no deficiency or addition to Taxes, interest or penalties for any Taxes with respect to any income, properties or operations of the Company or any Subsidiary has been proposed, asserted or assessed against the Company or any Subsidiary.

(e) The Company and each Subsidiary has complied in all material respects with all Applicable Laws relating to the payment and withholding of Taxes, including sales and use Taxes, and has withheld and paid over all amounts required by Applicable Laws to be withheld and paid from the wages or salaries of employees, and neither the Company nor any Subsidiary is liable for any Taxes for failure to comply with such Applicable Laws.

(f) No claim, or notice of claim, has ever been made by an authority in a jurisdiction where the Company or a Subsidiary does not file Tax Returns that the Company or such Subsidiary is or may be subject to taxation by that jurisdiction.

(g) Neither the Company nor any Subsidiary has been a member of an affiliated group of corporations within the meaning of Section 1504(a) of the Code filing a combined federal income Tax return (or any similar provision of non-U.S., state or local Law) nor does the Company or any Subsidiary of the Company have any liability for Taxes of any other Person under Treasury Regulations § 1.1502-6 (or any similar provision of non-U.S., state or local Law) or otherwise, other than the consolidated group of which the Company is currently the parent corporation.

(h) Neither the Company nor any Subsidiary has engaged in any transaction that could give rise to a disclosure obligation as a “reportable transaction” under Section 6011 of the Code and Treasury Regulations promulgated thereunder (or any similar provision of non-U.S., state or local Law).

(i) The Company is, and has at all times been, classified as a corporation for U.S. federal income tax purposes.

Section 3.14 No Brokers.

Neither the Company nor any of its Subsidiaries or Affiliates is a party to any agreement, arrangement or understanding with any Person that would give rise to any valid right, interest or claim against or upon the Investor or the Company for any brokerage commission, finder’s fee, placement fee or other similar compensation, as a result of the transactions contemplated by the Transaction Documents.

| 16 |

| --- |

Section 3.15 Intellectual Property.

Except as disclosed in the SEC Documents, all registered or unregistered, (i) patents, patentable inventions and other patent rights (including any divisions, continuations, continuations-in-part, reissues, reexaminations and interferences thereof); (ii) trademarks, service marks, trade dress, trade names, taglines, brand names, logos and corporate names and all goodwill related thereto; (ii) copyrights, mask works and designs; (iv) trade secrets, know-how, inventions, processes, procedures, databases, confidential business information and other proprietary information and rights; (v) computer software programs, including all source code, object code, specifications, designs and documentation related thereto; and (vi) domain names, Internet addresses and other computer identifiers, in each case that is material and is used in the operation of the business of the Company or any of its Subsidiaries (the “Intellectual Property”) is either (a) owned by the Company or one or more of its Subsidiaries or (b) is used by the Company or one or more of its Subsidiaries pursuant to a valid license. To the knowledge of the Company, there are no infringements or other violations of any Intellectual Property owned by the Company or any of its Subsidiaries by any third party, except for such infringements and violations which would not have a Material Adverse Effect. The Company and its Subsidiaries have taken all necessary actions to maintain and protect each item of Intellectual Property, the absence of which will have a Material Adverse Effect. The conduct of the business of the Company and its Subsidiaries does not infringe or otherwise violate any intellectual property or other proprietary rights of any other person, and there is no Action pending or threatened alleging any such infringement or violation or challenging the Company’s or any of its Subsidiaries’ rights in or to any Intellectual Property, except for such infringements and violations which would not have a Material Adverse Effect.

Section 3.16 Title to Property.

Neither the Company nor any Subsidiary owns any real property. Each of the Company and the Subsidiaries has good and marketable title to all personal properties and assets (whether tangible or intangible) owned by each of them that is material to its respective business, in each case free and clear of all Encumbrances, except for Encumbrances that do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries is held under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or the Subsidiaries, as the case may be.

Section 3.17 Labor Relations.

No labor disturbance by or dispute with the employees of the Company or its Subsidiaries exists or, to the knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by, or dispute with, any of the employees of the Company or its Subsidiaries, except for such disturbance or disputes which would not have a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in material compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours.

| 17 |

| --- |

Section 3.18 Transactions with Affiliates and Employees.

Except as set forth in the SEC Documents, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from, any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $100,000 other than for (i) payment of salary or consulting fees for services rendered; (ii) reimbursement for expenses incurred on behalf of the Company; and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

Section 3.19 Investment Company.

The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Subscription Securities will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

Section 3.20 Listing and Maintenance Requirements.

The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. Except as set forth in the SEC Documents, the Company has not, since January 1, 2020, received notice from any Trading Market on which the ADSs representing the Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The issuance by the Company of the Subscription Securities shall not have the effect of delisting or suspending the ADSs representing the Ordinary Shares from any Trading Market.

Section 3.21 Disclosure.

The press releases disseminated by the Company during the twelve (12) months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Investor makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those set forth in this Agreement.

| 18 |

| --- |

Section 3.22 No Integrated Offering.

Neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would: (i) eliminate the availability of the exemption from registration under the Securities Act in connection with the offer and sale by the Company of the Subscription Securities as contemplated hereby; or (ii) cause the offer and sale of the Subscription Securities pursuant to this Agreement to be integrated with prior offerings by the Company for purposes of any Applicable Law, regulation or shareholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market on which any of the securities of the Company are listed or designated.

Section 3.23 Solvency.

Both before and immediately after giving effect to the transactions contemplated by this Agreement and other Transaction Documents, the Company will have adequate capital and liquidity with which to engage in the their businesses as currently conducted and as described in the SEC Documents.

Section 3.24 Office of Foreign Assets Control.

Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

Section 3.25 Money Laundering.

The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no Action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

Section 3.26 Data Privacy.

In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties (collectively “Personal Information”), the Company is and has been in compliance with all Applicable Laws in all relevant jurisdictions, the Company’s privacy policies and the requirements of any contract or codes of conduct to which the Company is a party. The Company has commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Company is and has been in compliance in all material respects with all Laws relating to data loss, theft and breach of security notification obligations.

| 19 |

| --- |

Section 3.27 Acknowledgement Regarding Investor’s Purchase of Subscription Securities.

The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length investor with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Investor’s purchase of the Subscription Securities. The Company further represents to the Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

Section 3.28 Acknowledgement Regarding Investor’s Trading Activity.

Notwithstanding anything in this Agreement or elsewhere herein to the contrary, it is understood and acknowledged by the Company that: (i) as of the date of this Agreement, the Investor has not been asked by the Company to agree, nor has the Investor agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Subscription Securities for any specified term; (ii) past or future open market or other transactions by the Investor, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii) the Investor, and counter-parties in “derivative” transactions to which such Investor is a party, directly or indirectly, presently may have a “short” position in the Ordinary Shares: and (iv) the Investor shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) the Investor may engage in hedging activities at various times during the period that the Subscription Securities or corresponding ADSs are outstanding in compliance with Applicable Laws, and (z) such hedging activities (if any) could reduce the value of the existing shareholders’ equity interests in the Company at and after the time that the hedging activities as conducted in compliance with Applicable Laws, are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of this Agreement.

Section 3.29 Contracts.

Each contract to which any Group Company is a party is valid and in full force and effect, and is enforceable by such Group Company in accordance with its terms. Each Group Company has duly performed all of its obligations under each contract to the extent that such obligations to perform have accrued, and no breach or default, alleged breach or alleged default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder by such Group Company or any other party or obligor with respect thereto, as a result of the execution, delivery, and performance of the Transaction Documents will occur. No Group Company has given notice (whether or not written) that it intends to terminate a contract or that any other party thereto has breached, violated or defaulted under any contract in any material respect. No Group Company has received any notice (whether written or not) that it has breached, violated or defaulted under any contract in any material respect or that any other party thereto intends to terminate such contract.

| 20 |

| --- |

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that, as of the date of the applicable Closing (except for the representations and warranties that speak as of a specific date, which shall be made as of such date):

Section 4.1 Existence*.*

The Investor has been duly organized, is validly existing and is in good standing under the laws of its jurisdiction of organization.

Section 4.2 Capacity*.*

The Investor has the requisite power and authority to enter into and perform its respective obligations under this Agreement and consummate the transactions contemplated hereby.

Section 4.3 Authorization And Enforceability*.*

This Agreement has been duly authorized, executed and delivered by the Investor, and assuming the due authorization, execution and delivery by each of the other Parties, this Agreement is a valid and binding agreement of the Investor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity.

Section 4.4 Non-Contravention*.*

Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the memorandum and articles or other constitutional documents of the Investor; (ii) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, Governmental Entity or court to which the Investor is subject, or (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Investor is a party or by which the Investor is bound or to which any assets of the Investor are subject, except in the case of clauses (ii) or (iii) as would not have a Material Adverse Effect. There is no action, suit or proceeding, pending or, to the knowledge of the Investor, threatened against the Investor that questions the validity of this Agreement or the right of the Investor to enter into this Agreement to consummate the transactions contemplated hereby.

Section 4.5 Consents and Approvals*.*

Neither the execution and delivery by the Investor of this Agreement, nor the consummation by the Investor of any of the transactions contemplated hereby, nor the performance by the Investor of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing.

| 21 |

| --- |

Section 4.6 Securities Law Matters.

(b) The Investor acknowledges that the Subscription Securities are “restricted securities” within the meaning of Rule 144 under the Securities Act, and have not been registered under the Securities Act or any applicable state securities law, and any certificate representing the Subscription Securities shall be endorsed with the restrictive legend set forth in ‎Section 2.6 of this Agreement. The Investor further acknowledges that, absent an effective registration under the Securities Act, the Subscription Securities may only be offered, sold or otherwise transferred in compliance with Applicable Laws.

Section 4.7 Investment Experience*.*

The Investor is a sophisticated investor with knowledge and experience in financial and business matters such that the Investor is capable of evaluating the merits and risks of the investment in the Subscription Securities. The Investor is able to bear the economic risks of an investment in the Subscription Securities.

Section 4.8 Availability of Funds*.*

The Investor will have at the applicable Closing cash available in an amount adequate to pay the purchase price for the Class A Ordinary Shares purchased at such Closing pursuant to this Agreement. No source of funding for the purchase price for the Class A Ordinary Shares purchased at such Closing pursuant to this Agreement relates, directly or indirectly, to any activities or business of or with a Sanctioned Person or with or in a Sanctioned Country, or any activities or business in violation of any Applicable Law relating to anti-money laundering.

Section 4.9 No Additional Representations; Non-reliance*.*

The Investor acknowledges and agrees that, except as expressly set forth in Article III hereof, no Person is making or has made any other written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to the Company or its Subsidiaries or the transactions contemplated hereby*,* and the Investor disclaims that it is relying on or has relied on any such representation or warranty as an inducement to enter into this Agreement or otherwise.

| 22 |

| --- |

ARTICLE V

COVENANTS

Section 5.1 CSRC Filing.

The Parties shall cooperate with each other to timely file with the CSRC the required materials with respect to the transactions contemplated by this Agreement.

Section 5.2 Most Favored Investor.

In the event that the Company grants or makes available to any future holders of equity interest, any rights, privileges, protections, waivers, exemptions, consents, terms or conditions (except for the rights to appoint director or observer to the Board of the Company) more favorable than those granted or made available to the Investor under the Transaction Documents, then the Investor shall be automatically entitled to such more favorable rights, privileges, protections, waivers, exemptions, consents, terms or conditions, as applicable within six (6) months after the date of Initial Closing.

Section 5.3 Lock-Up.

The Company shall instruct the Depositary not to, during the applicable Principal Lock-up Period accept any Principal Party’s deposit of Class A Ordinary Shares in the Company’s American Depositary Receipt facility or issue any new ADSs to any Principal Party’s, unless consented to by the Company.

Section 5.4 Listing.

The Company shall maintain the ADSs’ authorization for listing on Nasdaq. Neither the Company nor any other Group Company shall take any action which would be reasonably expected to result in the delisting or suspension of trading of the ADSs on Nasdaq.

ARTICLE VI

ADDITIONAL AGREEMENTS

Section 6.1 Efforts; Further Assurances.

Subject to the terms and conditions of this Agreement, the Parties will use their commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, provided, however, that notwithstanding anything to the contrary, the Investor shall not be required to provide any non-public information with respect to itself or its Affiliates.

Section 6.2 Public Announcements.

| 23 |

| --- |

(b) Without limiting the generality of the foregoing, from and after the date of this Agreement until the date on which the Investor ceases to hold any Subscription Securities, the Company shall not, directly or indirectly, issue any press release or make any filing with the SEC, in each case, to the extent such press release or filing identifies the Investor or the transactions contemplated by this Agreement, unless the Company first consults with the Investor, and considers in good faith any comments that the Investor may have on, such materials; provided, that the Company may make any subsequent press release or filings with the SEC that are substantially consistent in form with any such materials previously approved by the Investor in the manner provided for in this ‎Section 6.2 without being required to first consult the Investor as otherwise required in this ‎Section 6.2. Notwithstanding anything to the contrary herein, the Company shall not issue any press release or otherwise make any public statement that identifies the Investor without the Investor’s prior written consent; provided that, for the avoidance of doubt the Company shall be permitted to (i) identify the Investor in any filing required to be made with the SEC but only to the extent that the identification of the Investor is expressly required, and subject to the consultation rights and right to comment contained in the immediately preceding sentence; and (ii) solely to the extent required by applicable securities laws, identify the Investor in the Company’s annual report on Form 20-F in Item 7.A. (Major Shareholders) or in Item 19 (Exhibits) to the extent that the Investor’ name is mentioned in Exhibits that have been included in such Form 20-F, without consultation with or seeking prior consent from the Investor.

Section 6.3 Survival.

(a) The Fundamental Company Representations and the Fundamental Investor Representations shall survive indefinitely or until the latest date permitted by law.

(b) All representations and warranties contained in this Agreement other than the Fundamental Company Representations and the Fundamental Investor Representations shall survive the Closing until the expiration of twenty-four (24) months from the Closing.

Section 6.4 Integration*.*

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Subscription Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

Section 6.5 Shareholder Rights Plan*.*

No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Investor is an acquiring Person under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that the Investor could be deemed to trigger the provisions of any such plan or arrangement, by virtue of purchasing Subscription Securities under this Agreement.

| 24 |

| --- |

Section 6.6 Use of Proceeds*.*

The Company shall use the net proceeds from the sale of the Subscription Securities hereunder solely for the purposes of (i) funding its operation and other activities duly approved by the board of directors of the Company, and (ii) fees and expenses of the Investor in connection with this Agreement payable by the Company pursuant to ‎Section 8.10.

Section 6.7 Listing of ADSs*.*

The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation of the ADSs on the Trading Market on which it is currently listed.

Section 6.8 Tax Filings*.*

The Company shall cooperate, and shall cause each Subsidiary to cooperate, with the Investor in providing the Investor with any information reasonably requested for it to timely make all filings, returns, reports, forms or calculations in order to assist the Investor with the preparation of its Tax returns, Tax reports, information returns, declarations of estimated Tax and other declarations and statements with respect to Taxes, obtaining any benefit pursuant to applicable Tax law, or complying with any other Tax law that the Investor is subject. The Company shall not make any elections or take any other actions to be treated as other than a corporation for U.S. federal income tax purposes. The Company shall also cause the Group Companies to meet all payment, withholding and all other tax compliance obligations in accordance with the Applicable Laws.

ARTICLE VII

CLOSING CONDITIONS

Section 7.1 Conditions to Obligations of the Company and the Investor.

The obligations of the Company and the Investor to consummate the applicable Closing are subject to the satisfaction of the following conditions:

(a) no provision of any Applicable Law shall prohibit the consummation of such Closing; and

(b) no proceeding challenging this Agreement or the Transaction Documents or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have been instituted before any Governmental Entity and shall be pending.

Section 7.2 Conditions to Obligations of the Company.

The obligations of the Company to consummate the applicable Closing are subject to the satisfaction or waiver by the Company, of the following conditions:

(a) the representations and warranties of the Investor (other than the Fundamental Investor Representations) in this Agreement shall be true and correct in all material respects as of the date of the applicable Closing as though made as of such date (except that those representations and warranties that address matters only as of a particular date shall have been true and correct in all material respects as of such date);

(b) the Fundamental Investor Representations shall be true and correct in all material respects as of the date of the applicable Closing as though made as of such date (except that those representations and warranties that address matters only as of a particular date shall have been true and correct in all material respects as of such date); and

| 25 |

| --- |

(c) the delivery by the Investor of each of the items set forth in Section 2.3(a) or Section 2.5(a) of this Agreement, as applicable.

Section 7.3 Conditions to Obligations of the Investor.

The obligation of the Investor to consummate the applicable Closing is subject to the satisfaction or waiver by the Investor, of the following conditions:

(a) the representations and warranties of the Company (other than the Fundamental Company Representations) that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the date hereof and the date of the applicable Closing (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);

(b) the representations and warranties of the Company (other than the Fundamental Company Representations) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all material respects on and as of the date hereof and date of the applicable Closing (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);

(c) the Fundamental Company Representations shall be true and correct in all respects on and as of the date hereof and the date of the applicable Closing except for de minimis inaccuracies (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date);

(d) the Company shall have performed or complied in all material respects with all obligations, covenants, agreements and conditions in this Agreement required to be performed or complied with by the Company on or prior to the applicable Closing;

(e) there shall have been no event, occurrence, development or state of circumstances or facts that constitutes a Material Adverse Effect;

(f) the Company shall have duly executed and delivered to the Investor each of the items set forth in Section 2.3(b) or Section 2.5(b) of this Agreement, as applicable;

(g) all corporate and other proceedings required for transactions contemplated hereby on date of the applicable Closing and all documents and instruments incidental to such transactions shall have been duly completed and satisfactory in substance and form to the Investor, and the Investor shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request;

(h) from the date hereof to the applicable Closing, trading in the ADSs shall not have been suspended by the SEC or the Company’s principal Trading Market (nor shall such suspension have been threatened);

(i) the sale and issuance of the Subscription Securities shall be legally permitted by all laws and regulations to which the Investor and the Company are subject;

| 26 |

| --- |

(j) the Investor shall have received a certificate signed by an executive officer of the Company confirming the satisfaction of items (a) through (i) above;

(k) signature pages to the Transaction Documents other than those to be signed by the Investor shall have been sent to the counsel of the Investor for examination to the reasonable satisfaction of such counsel and to hold in escrow to release upon the Closing;

(l) the investment committee or the general partner of the Investor shall have approved the transactions contemplated hereunder; and

(m) The “lock-up” and non-competition undertaking, substantially in the form of Schedule II hereto, executed by each Principal Party, delivered to the Investor on or before the Initial Closing, shall be in full force and effect on the date of the applicable Closing.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Notices.

All notices, requests, demands and other communications that are required or may be given pursuant to the terms of this Agreement shall be in writing, and delivery shall be deemed sufficient in all respects and to have been duly given as follows: (a) on the actual date of service if delivered personally; (b) at the time of receipt if given by electronic mail to the e-mail addresses set forth in this Article VIII; (c) on the third day after mailing if mailed by first-class mail return receipt requested, postage prepaid and properly addressed as set forth in this ‎ARTICLE VIII Article VIII ; or (d) on the day after delivery to a nationally recognized overnight courier service during its business hours for overnight delivery against receipt, and properly addressed as set forth in this Article VIII

If to the Investor:	FAME DRAGON GLOBAL LIMITED
	[*]
	E-mail:<br> [*]
	With<br> copy to: [ *]
	Attn:<br> [*]
If to the Company:	Uxin Limited
	[*]
	E-mail:<br> [*]
	Attn:<br> [ *]

Any party may change its address or other contact information for notice by giving notice to each other party in accordance with the terms of this Article VIII. In no event will delivery to a copied Person alone constitute delivery to the party represented by such copied Person.

Section 8.2 Severability*.*

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Entity to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

| 27 |

| --- |

Section 8.3 Entire Agreement*.*

This Agreement and the other Transaction Documents constitute the entire agreement and understanding among the parties hereto and thereto with respect to the subject matters hereof and thereof and supersede any prior understandings, agreements or representations by or among the parties, written or oral, related to the subject matter hereof and thereof, including the non-binding term sheet by and among the Company, the Investor and certain other parties thereto dated March 18, 2024 (as amended by the parties thereto).

Section 8.4 Counterparts*.*

This Agreement may be executed in separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder. The parties irrevocably and unreservedly agree that this Agreement may be executed by way of electronic signatures and the parties agree that this Agreement, or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

Section 8.5 Assignments*.*

This Agreement is personal to each of the Parties. Parties shall not assign any rights and obligations herein to any third party without the prior written consent of the other Party, provided that the Investor may assign or transfer the rights and obligations herein to any third party without the prior written consent of the Company.

Section 8.6 Descriptive Headings; Construction.

The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The Parties agree that this Agreement is the product of negotiation between sophisticated parties and individuals, all of whom were represented by counsel, and each of whom had an opportunity to participate in and did participate in the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be construed strictly or in favor of or against any party but rather shall be given a fair and reasonable construction without regard to the rule of contra proferentem.

Section 8.7 Amendment*.*

This Agreement may be amended only by a written instrument executed by each of the Parties.

Section 8.8 Governing Law*.*

This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its principles of conflicts of laws.

| 28 |

| --- |

Section 8.9 Dispute Resolution.

(b) The arbitration shall be conducted in English.

| 29 |

| --- |

Section 8.10 Expenses*.*

The Company shall pay the Investor’s fees and expenses reasonably incurred by the Investor, including legal and out-of-pocket costs reasonably incurred by the Investor in connection with the transactions contemplated hereby, provided that such fees and expenses shall not exceed $100,000. With respect to professional fees and related expenses payable by the Investor, the Company will receive or has received copies of the engagement letters between the Investor and their counsel (the “Professional Advisors”), and the Company agrees to the terms including without limitation fee estimates, assumptions and payment schedule included therein, and shall pay such amounts at such times directly to the Professional Advisors according to such terms, subject to the overall cap amount specified above. The Company hereby agrees and acknowledges that such Professional Advisors may enforce their rights to receive such fees and expenses under this ‎Section 8.10 against the Company. The Company further agrees and acknowledges that the Investor may deduct any amounts owed pursuant to this ‎Section 8.10 from the amount of Purchase Price.

Section 8.11 Third Party Beneficiaries*.*

Except as otherwise expressly set forth in this Agreement (which shall include without limitation ‎Section 8.10), there are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any Person any rights, remedies or obligations.

Section 8.12 Specific Performance*.*

The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any court of competent jurisdiction, in addition to any other remedy to which they are entitled at law or in equity.

Section 8.13 No Waiver; Cumulative Remedies.

Except as specifically set forth herein, the rights and remedies of the parties to this Agreement are cumulative and not alternative. No failure or delay on the part of any party in exercising any right, power or remedy under this Agreement will operate as a waiver of such right, power or remedy, and no single or partial exercise of any such right, power or remedy will preclude any other or further exercise of such right, power or remedy or the exercise of any other right, power or remedy. To the maximum extent permitted by Applicable Law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of that party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

Section 8.14 Non-recourse.

All actions, obligations, losses or causes of action (whether in contract, in tort, in law or in equity, or granted by statute whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to (i) this Agreement, (ii) the negotiation, execution or performance of this Agreement (including any representation or warranty made in connection with, or as inducement to, this Agreement), (iii) any breach or violation of this Agreement, and (iv) any failure of the transactions contemplated hereby or thereby to be consummated, in each case, may be made only against (and are those solely of) the Persons that are expressly identified as Parties to this Agreement subject to the terms and conditions hereof.

Section 8.15 Replacement of Shares.

If any certificate or instrument evidencing the Subscription Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The Investor applying for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement certificate or instrument.

[Signature Pages Follow]

| 30 |

| --- |

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first set forth above.

UXIN LIMITED
By:
Name:	Kun Dai (戴琨)
Title:	Director

[SignaturePage to Share Subscription Agreement]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first set forth above.

FAME DRAGON GLOBAL LIMITED
By:
Name:
Title:

[SignaturePage to Share Subscription Agreement]

SCHEDULE I

Particulars of the Principal Securities

Company<br> Securities	Number<br> of Shares	Shareholder	Encum-brances	Voting<br> Rights / Transfer Restrictions	Principal<br> Lock-up Period
Class<br> B Ordinary Shares	40,809,861	Xin<br> Gao	None	Subject<br> to the Investors’ Rights Agreement	From<br> July 12, 2021 to June 30, 2027.
Class<br> A Ordinary Shares	14,764,090	BOCOM	All<br> pledged to a third party lender and subject to enforcement.	Voting<br> rights of these shares shall be exercised (i) in accordance with the directions of Apex Wisdom<br> Investment Limited, as holder of a note issued by BOCOM, or (ii) subject to certain conditions<br> and at the option of Huarong Rongde (Hong Kong) Investment Management Company Limited, as<br> holder of a note issued by BOCOM, either by, or in accordance with the directions of, Huarong<br> Rongde (Hong Kong) Investment Management Company Limited.<br><br> <br><br><br> <br>Transfer<br> of these shares requires the affirmative vote or written consent of a majority of the Apex Wisdom Investment Limited’s directors.	None
Class<br> A Ordinary Shares	1,440,922,190	Xin<br> Gao	None	Subject<br> to the Investors’ Rights Agreement	From<br> March 26, 2024 to March 25, 2026.

| SCHEDULE I |

| --- |

SCHEDULE II

FORM OF LOCK-UP AGREEMENT AND NON-COMPETITION UNDERTAKING

March [ ], 2025

The undersigned understands that FAME DRAGON GLOBAL LIMITED, a company organized under the laws of the British Virgin Islands (the “Investor”), intends to enter into a share subscription agreement (the “SSA”) with Uxin Limited, a company organized under the laws of the Cayman Islands (the “Company”), pursuant to which the Company agrees to allot and issue to the Investor, and the Investor desires to subscribe for and be issued from the Company, certain number of Class A Ordinary Shares of the Company.

To induce the Investor to enter into the SSA, subject to the paragraph below, the undersigned hereby agrees that, during the applicable lock-up period as set forth opposite the Principal Securities of ‎Exhibit A hereto (the “Principal Lock-up Period”), no Principal Party shall Transfer, or publicly announce an intention to Transfer, any Equity Securities in the Company directly or indirectly held by the Principal Party as of the date hereof, without the prior written consent of the Investor; provided however, any Transfer due to the enforcement of the existing pledge on the Class A Ordinary Shares held by BOCOM as set forth in ‎Exhibit A hereto shall not be subject to this ‎paragraph. The Principal irrevocably agrees to cause and guarantee the performance by the Principal Holding Company of all of its covenants and obligations under this paragraph. Any purported Transfer by any Principal Party in violation of this paragraph shall be null and void and of no force and effect and the Company shall refuse to recognize any such Transfer and shall not register or otherwise reflect on its records any change in ownership of such Equity Securities in the Company purported to have been Transferred.

Regardless of anything else contained herein, the restrictions set forth above shall not apply to Transfers of Equity Securities of the Company by the Principal Holding Company (i) to the Principal, a Relative of the Principal, a trust formed for the exclusive benefit of the Principal or his Relatives, or an entity 100% Controlled exclusively by the Principal, or (ii) through will or intestacy, in each case where the transferee shall have executed and delivered to each of the Parties (other than the transferor) an instrument, reasonably acceptable to the other Parties, agreeing to be bound by the terms and conditions of this agreement as if such transferee were the transferor.

Any transferee of Equity Securities expressly contemplated hereunder is referred to as a “Permitted Transferee.” If any Permitted Transferee to which Equity Securities of the Company are Transferred ceases to be a Permitted Transferee of the Party from which or whom it acquired such Equity Securities of the Company pursuant to such provision, such Person shall reconvey such Equity Securities of the Company to such transferring Party (or another Permitted Transferee of such Party) immediately before such Person ceases to be a Permitted Transferee of such transferring Party so long as such Person knows of its upcoming change of status immediately prior thereto. If such change of status is not known until after its occurrence, the former Permitted Transferee shall make such Transfer to such transferring Party (or another Permitted Transferee of such Party) as soon as practicable after the former Permitted Transferee receives notice thereof.

| SCHEDULE II |

| --- |

Without prejudice to any non-completion and non-solicitation agreement of the Principal with the Company or any other Group Company, each of the undersigned undertakes to the Investor that, for so long as he/it beneficially holds any Company Securities and two years thereafter or such other shorter, but longest period permitted by Applicable Laws, he/it will not, without the prior written consent of the Investor, either on his/its own account or through any of his/its Affiliates, or in conjunction with or on behalf of any other Person: (a) carry out, be engaged, concerned or interested directly or indirectly whether as shareholder, director, employee, partner, agent in any business in competition with the businesses as engaged by any Group Company from time to time (the “Restricted Business”), provided that the foregoing restriction shall not apply to being a passive owner, directly or indirectly, of less than 1% of the outstanding share capital of any publicly traded company engaged in any Restricted Business; or (b) solicit or entice away or attempt to solicit or entice away from any Group Company, any Person who is a customer, client, representative, agent or correspondent of such Group Company or in the habit of dealing with such Group Company.

In the event any entity directly or indirectly established or managed by any of the undersigned, engages or will engage in any Restricted Business, such undersigned shall cause such entity (a) to disclose any relevant information to the Investors upon request, and (b) transfer such lawful business to the Company or any Subsidiary designated by the Company immediately.

Any capitalized term used but not defined herein shall have the meaning ascribed thereto in that certain second amended and restated investors’ rights agreement, dated as of March 26, 2024, by and among the Company, Mr. Kun Dai (戴琨) (PRC identity card no. [*]) (the “Principal”), Xin Gao Group Limited, a company organized under the Laws of the British Virgin Islands (the “PrincipalHolding Company,” collectively with the Principal, the “Principal Parties,” and each a “Principal Party”), Astral Success Limited, a company limited by shares incorporated under the Laws of the British Virgin Islands, Abundant Grace Investment Limited, a company limited by shares incorporated under the Laws of British Virgin Islands, and Abundant Glory Investment L.P., a limited partnership formed under the Laws of British Virgin Islands.

This agreement is governed by, and to be construed in accordance with the laws of Hong Kong.

| SCHEDULE II |

| --- |

Exhibit A

Particulars of the Principal Securities

Company<br> Securities	Number<br> of Shares	Shareholder	Encum-brances	Voting<br> Rights / Transfer Restrictions	Principal<br> Lock-up Period
Class<br> B Ordinary Shares	40,809,861	Xin<br> Gao	None	Subject<br> to the Investors’ Rights Agreement	From<br> July 12, 2021 to June 30, 2027.
Class<br> A Ordinary Shares	14,764,090	BOCOM	All<br> pledged to a third party lender and subject to enforcement.	Voting<br> rights of these shares shall be exercised (i) in accordance with the directions of Apex Wisdom<br> Investment Limited, as holder of a note issued by BOCOM, or (ii) subject to certain conditions<br> and at the option of Huarong Rongde (Hong Kong) Investment Management Company Limited, as<br> holder of a note issued by BOCOM, either by, or in accordance with the directions of, Huarong<br> Rongde (Hong Kong) Investment Management Company Limited.<br><br> <br><br><br> <br>Transfer<br> of these shares requires the affirmative vote or written consent of a majority of the Apex Wisdom Investment Limited’s directors.	None
Class<br> A Ordinary Shares	1,440,922,190	Xin<br> Gao	None	Subject<br> to the Investors’ Rights Agreement	From<br> March 26, 2024 to March 25, 2026.

| Exhibit A |

| --- |

IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this agreement on the date and year first above written.

PRINCIPAL:
Kun DAI (戴琨)
PRINCIPAL HOLDING COMPANY:
Xin Gao Group Limited
By
Print	Name: Kun DAI (戴琨)
Title:	Director

| Exhibit A |

| --- |

Exhibit8.1

UxinLimitedList of Significant Subsidiaries

Subsidiaries	Place of Incorporation
Uxin<br> Used Car Limited	Cayman<br> Islands
Xin<br> Limited	Cayman<br> Islands
New<br> Car Group Limited	British<br> Virgin Islands
UcarBuy<br> Holding Company	British<br> Virgin Islands
UcarShow<br> HK Limited	Hong<br> Kong
Xin<br> HK Limited	Hong<br> Kong
UcarBuy<br> HK Limited	Hong<br> Kong
Youtang<br> (Shaanxi) Information Technology Co., Ltd.	PRC
Youxin<br> (Hefei) Automobile Intelligent Remanufacturing Co., Ltd.	PRC
Youxin<br> (Ningbo) Information Technology Co., Ltd.	PRC
Wuhan<br> Youxin Intelligent Remanufacturing Co., Ltd.	PRC
Youxin<br> (Shaanxi) Information Technology Group Co., Ltd.	PRC
Beijing<br> Youxin Youtu Information Technology Co., Ltd.	PRC
Hefei<br> Youxin Automobile Maintenance Co., Ltd.	PRC
Hefei<br> Youxi Used Car Market Management Co., Ltd.	PRC
Youcheng<br> (Shaanxi) Vehicle Maintenance Co., Ltd.	PRC
Youxin<br> (Anhui) Industrial Investment Group Co., Ltd.	PRC
Xi’an<br> Yousheng Automobile Sales Service Co., Ltd.	PRC
Youxin<br> (Zhengzhou) Automobile Intelligent Remanufacturing Co., Ltd.	PRC

Exhibit 12.1

Certification by the Principal ExecutiveOfficer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kun Dai, certify that:

I have reviewed this transition report on Form 20-F of Uxin Limited (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the transition report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: April 30, 2025

By:	/s/ Kun Dai
Name:	Kun Dai
Title:	Chief Executive Officer

Exhibit 12.2

Certification by the Principal FinancialOfficer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Feng Lin, certify that:

I have reviewed this transition report on Form 20-F of Uxin Limited (the “Company”);
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: April 30, 2025

By:	/s/ Feng Lin
Name:	Feng Lin
Title:	Chief Financial Officer

Exhibit 13.1

Certification by the Principal ExecutiveOfficer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Transition Report of Uxin Limited (the “Company”) on Form 20-F for the nine months ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kun Dai, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2025

By:	/s/ Kun Dai
Name:	Kun Dai
Title:	Chief Executive Officer

Exhibit 13.2

Certification by the Principal FinancialOfficer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Transition Report of Uxin Limited (the “Company”) on Form 20-F for the nine months ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Feng Lin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2025

By:	/s/ Feng Lin
Name:	Feng Lin
Title:	Chief Financial Officer

Exhibit15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-227576 and No. 333-232204) of Uxin Limited of our report dated April 30, 2025 relating to the financial statements, which appears in this Form 20-F.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Shanghai, the People’s Republic of China

April 30, 2025

Exhibit15.2

April 30, 2025

Uxin Limited,

21/F, Donghuang Building,

No. 16 Guangshun South Avenue,

Chaoyang District,

Beijing 100102,

People’s Republic of China

Dear Sir/Madam:

We hereby consent to the reference of our name under the headings on “Item 3 Key Information—Permissions Required from the PRC Authorities”, “Item 3 Key Information—D. RISK FACTORS—Risks Related to Doing Business in China” and “Item 4. Information on the Company—C. Organizational Structure” in Uxin Limited’s Transition Report on Form 20-F for the transition period from April 1, 2024 to December 31, 2024 (the “Transition Report”), which will be filed with the Securities and Exchange Commission (the “SEC”) on the date hereof, and further consent to the incorporation by reference into the Registration Statements on Form S-8 (No. 333-227576 and No. 333-232204) and Form F-3 (No. 333-268111) of the summary of our opinion under the headings “Item 3 Key Information—Permissions Required from the PRC Authorities”, “Item 3 Key Information—D. RISK FACTORS—Risks Related to Doing Business in China” and “Item 4. Information on the Company—C. Organizational Structure” in the Transition Report. We also consent to the filing of this consent letter with the SEC as an exhibit to the Transition Report.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.

Very truly yours,
/s/ Beijing DOCVIT Law Firm
Beijing DOCVIT Law Firm