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Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-225266
June 22, 2018

Uxin Limited

Uxin Limited, or the Company, has filed a registration statement on Form F-1, including a prospectus, with the Securities and Exchange Commission, or the SEC, for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. Investors should rely upon the prospectus and any relevant free writing prospectus for complete details of this offering. You may get these documents and other documents the Company has filed for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. International plc toll-free at 1-866-718-1649, Goldman Sachs & Co. LLC. toll-free at 1-866-471-2526, J.P. Morgan Securities LLC toll-free at 1-866-803-9204 (calling these numbers is not toll-free outside the United States),China International Capital Corporation Hong Kong Securities Limited at 1-646-794-8800 and China Renaissance Securities (Hong Kong) Limited at 852-2287-1600. You may also access the Company's most recent prospectus dated June 22, 2018, which is included in Amendment No. 3 to the Company's registration statement on Form F-1, as filed with the SEC via EDGAR on June 22, 2018, or Amendment No. 3, by visiting EDGAR on the SEC website at https://www.sec.gov/Archives/edgar/data/1729173/000104746918004702/a2236020zf-1a.htm

        The following information supplements and updates the information contained in the Company's preliminary prospectus dated June 13, 2018. All references to page numbers are to page numbers in the preliminary prospectus.

(1)

Add the following as new sentences at the end of "Concurrent private placement of convertible notes" on page 8:

        Both the CNCB Note and the GF Note will become due and payable on the 363rd day ("Maturity Date") starting from the closing date of the respective Notes, which is expected to be the same date when this offering is completed, unless earlier converted. The CNCB Note and the GF Note each bears an interest rate of 6% and 6.5%, respectively, payable until the Maturity Date or such other times as the Notes are earlier repaid or redeemed; provided that if any portion of the Notes are duly converted into Class A ordinary shares pursuant to the terms of the Notes, no interest accrued on the principal amount being converted shall be payable.

(2)

Amend the "Pro-forma net loss per share—Basic" and "Pro-forma net loss per share—Diluted" from "(1.31)" to "(1.33)" in the table on page 12.

(3)

Amend footnote (2) on page 12 as the following:

        The pro forma row reflects (i) the automatic conversion of all of our issued and outstanding preferred shares into 755,082,770 Class A ordinary shares on a one-for-one basis and as such the derivative liabilities related to the bifurcated conversion features of our preferred shares, in the amount of RMB1,817.2 million (US$289.0 million) as of March 31, 2018, will automatically become shareholders' equity upon completion of this offering; (ii) the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, see "Description of Share Capital—Securities of Fairlubo Auction Company Limited that are convertible into securities of Uxin Limited", and the derivative liabilities amounting to RMB170.2 million (US$27.1 million) as of March 31, 2018, in relation to the share swap and redemption features of the redeemable non-controlling interests will become shareholders' equity; (iii) the grant of 17,742,890 restricted shares to Xin Gao Group Limited on May 14, 2018, which shall

become vested upon completion of this offering; (iv) the surrender of 30,964,990 shares by Xin Gao Group Limited for the repayment of outstanding loans owed to us as at March 31, 2018 and settled on May 28, 2018, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus.

(4)

Amend the table and footnotes 1 and 2 to the table on page 13 as the following:

	As of December 31,									As of March 31,						As of March 31,				As of March 31,
	2016			2017						2018						2018				2018
	RMB			RMB			US$			RMB			US$			RMB		US$		RMB		US$
	(in thousands, except for share number)
	Actual			Actual						Actual						Pro forma(1)				Pro forma as adjusted(2)(3)
Summary Consolidated Balance Sheets Data:
Cash and cash equivalents		332,259			291,973			44,684			1,219,755			193,978			1,219,755		193,978		4,838,747		769,509
Restricted cash		705,854			1,617,230			247,502			1,840,730			292,732			1,840,730		292,732		1,840,730		292,732
Advance to sellers		45,774			246,287			37,692			251,000			39,917			251,000		39,917		251,000		39,917
Financial lease receivables, net		413,462			438,693			67,138			342,063			54,398			342,063		54,398		342,063		54,398
Total assets		2,317,979			5,298,913			810,951			6,562,772			1,043,680			5,915,865		940,801		9,534,857		1,516,332
Convertible notes		—			—			—			—			—			—		—		1,088,627		173,125
Short-term borrowings		204,068			426,783			65,315			498,448			79,268			498,448		79,268		498,448		79,268
Guarantee liabilities		76,325			173,907			26,615			191,290			30,421			191,290		30,421		191,290		30,421
Derivative liabilities		654,511			1,596,424			244,319			1,987,356			316,050			—		—		—		—
Total liabilities		1,986,194			5,059,894			774,372			5,627,159			894,889			3,639,803		578,839		4,728,430		751,964
Total Mezzanine equity		4,775,637			8,420,644			1,288,703			10,644,521			1,692,804			—		—		—		—
Total shareholders' (deficit)/equity		(4,443,852	)		(8,181,625	)		(1,252,124	)		(9,708,908	)		(1,544,013	)		2,276,062		361,962		4,806,427		764,368
Number of outstanding ordinary shares		49,318,860			49,318,860			49,318,860			49,318,860			49,318,860			801,383,222		801,383,222		920,383,222		920,383,222

(1)

The pro forma columns in the consolidated balance sheets data table above reflect (i) the automatic conversion of all of our issued and outstanding preferred shares into 755,082,770 Class A ordinary shares on a one-for-one basis and as such the derivative liabilities related to the bifurcated conversion features of our preferred shares, in the amount of RMB1,817.2 million (US$289.0 million) as of March 31, 2018, will automatically become shareholders' equity upon completion of this offering, (ii) the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, see "Description of Share Capital—Securities of Fairlubo Auction Company Limited that are convertible into securities of Uxin Limited", and the derivative liabilities amounting to RMB170.2 million (US$27.1 million) as of March 31, 2018, in relation to the share swap and redemption features of the redeemable non-controlling interests will become shareholders' equity; (iii) the grant of 17,742,890 restricted shares to Xin Gao Group Limited on May 14, 2018, which shall become vested upon completion of this offering, and (iv) the surrender of 30,964,990 shares by Xin Gao Group Limited for the repayment of outstanding loans owed to us as at March 31, 2018 and settled on May 28, 2018, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus.

(2)

The pro forma as adjusted columns in the consolidated balance sheets data table above reflect (i) the automatic conversion of all of our issued and outstanding preferred shares into 755,082,770 Class A ordinary shares on a one-for-one basis and as such the derivative liabilities related to the bifurcated conversion features of our preferred shares, in the amount of RMB1,817.2 million (US$289.0 million) as of March 31, 2018, will automatically become shareholders' equity upon completion of this offering; (ii) the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, see "Description of Share Capital—Securities of Fairlubo Auction Company Limited that are convertible into securities of Uxin Limited", and the derivative liabilities amounting to RMB170.2 million (US$27.1 million) as of March 31, 2018, in relation to the share swap and redemption features of the redeemable non-controlling interests will become shareholders' equity; (iii) the grant of 17,742,890 restricted shares to Xin Gao Group Limited on May 14, 2018, which shall become vested upon completion of this offering; (iv) the surrender of 30,964,990 shares by Xin Gao Group Limited for the repayment of outstanding loans owed to us as at March 31, 2018 and settled on May 28, 2018, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, (v) the exercise of vested stock options (including accelerated vesting to certain stock options) by one of the Company's executive officers to acquire total 5,000,000 ordinary shares of the Company on May 25, 2018, and (vi) the sale of 114,000,000 Class A ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise over-allotment option, and (vii) the net proceeds of US$173.1 million from the issuance of convertible notes to certain third party investors, which shall be consummated concurrently with the closing of this offering. The investors may elect to convert their respective convertible notes into Class A ordinary shares from the 181st day after the date of this prospectus, see "Prospectus Summary—The Offering."

(5)

Amend the second and the third bullet points on page 71 as the following:

•

on a pro forma basis to reflect (i) the automatic conversion of all of our issued and outstanding preferred shares into 755,082,770 Class A ordinary shares on a one-for-one basis and as such the

2

derivative liabilities related to the bifurcated conversion features of our preferred shares, in the amount of RMB1,817.2 million (US$289.0 million) as of March 31, 2018, will automatically become shareholders' equity upon completion of this offering, (ii) the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, see "Description of Share Capital—Securities of Fairlubo Auction Company Limited that are convertible into securities of Uxin Limited", and the derivative liabilities amounting to RMB170.2 million (US$27.1 million) as of March 31, 2018, in relation to the share swap and redemption features of the redeemable non-controlling interests will become shareholders' equity; (iii) the grant of 17,742,890 restricted shares to Xin Gao Group Limited on May 14, 2018, which shall become vested upon completion of this offering, and (iv) the surrender of 30,964,990 shares by Xin Gao Group Limited for the repayment of outstanding loans owed to us as at March 31, 2018 and settled on May 28, 2018, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus.

•

on a pro forma as adjusted basis to reflect (i) the automatic conversion of all of our issued and outstanding preferred shares into 755,082,770 Class A ordinary shares on a one-for-one basis and as such the derivative liabilities related to the bifurcated conversion features of our preferred shares, in the amount of RMB1,817.2 million (US$289.0 million) as of March 31, 2018, will automatically become shareholders' equity upon completion of this offering, (ii) the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, and the derivative liabilities amounting to RMB170.2 million (US$27.1 million) as of March 31, 2018, in relation to the share swap and redemption features of the redeemable non-controlling interests will become shareholders' equity; (iii) the grant of 17,742,890 restricted shares to Xin Gao Group Limited on May 14, 2018, which shall become vested upon completion of this offering, (iv) the surrender of 30,964,990 shares by Xin Gao Group Limited for the repayment of outstanding loans owed to us as at March 31, 2018 and settled on May 28, 2018 assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, (v) the exercise of vested stock options (including accelerated vesting to certain stock options) by one of the Company's executive officers to acquire total 5,000,000 ordinary shares of the Company on May 25, 2018, and (vi) the sale of 114,000,000 Class A ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise over-allotment option, and (vii) the net proceeds of US$173.1 million from the issuance of convertible notes to certain third party investors, which shall be consummated concurrently with the closing of this offering. The investors may elect to convert their respective convertible notes into Class A ordinary shares from the 181st day after the date of this prospectus, see "Prospectus Summary—The Offering."

3

(6)

Amend the table on pages 72 and 73 as the following:

	As of March 31, 2018 (unaudited)
	Actual				Pro Forma				Pro Forma As Adjusted(1)
	(in thousands)
	RMB		US$		RMB		US$		RMB		US$
Debt:
Convertible notes		—		—		—		—		1,088,627		173,125
Current portion of long-term borrowings		173,561		27,602		173,561		27,602		173,561		27,602
Long-term borrowings		518,485		82,455		518,485		82,455		518,485		82,455
Mezzanine Equity:
Series A convertible redeemable preferred shares (US$0.0001 par value, 50,000,000 shares authorized, issued and outstanding on an actual basis, nil outstanding on a pro forma and pro forma as adjusted basis)		96,011		15,269		—		—		—		—
Series A-1 convertible redeemable preferred shares (US$0.0001 par value, 4,910,890 shares authorized, issued and outstanding on an actual basis, nil outstanding on a pro forma and pro forma as adjusted basis)		70,839		11,266		—		—		—		—
Series B convertible redeemable preferred shares (US$0.0001 par value, 70,602,630 shares authorized, issued and outstanding on an actual basis, nil outstanding on a pro forma and pro forma as adjusted basis)		183,397		29,166		—		—		—		—
Series C convertible redeemable preferred shares (US$0.0001 par value, 97,267,680 shares authorized, issued and outstanding on an actual basis, and nil outstanding on a pro forma and pro forma as adjusted basis)		416,783		66,281		—		—		—		—
Series D convertible redeemable preferred shares (US$0.0001 par value, 159,355,150 shares authorized, issued and outstanding on an actual basis, and nil outstanding on a pro forma and pro forma as adjusted basis)		1,739,580		276,646		—		—		—		—
Series E convertible redeemable preferred shares (US$0.0001 par value, 89,477,490 shares authorized, issued and outstanding on an actual basis, and nil outstanding on a pro forma and pro forma as adjusted basis)		1,169,434		185,976		—		—		—		—
Series F convertible redeemable preferred shares (US$0.0001 par value, 85,162,200 shares authorized, issued and outstanding on an actual basis, and nil outstanding on a pro forma and pro forma as adjusted basis)		1,596,159		253,838		—		—		—		—
Series G convertible redeemable preferred shares (US$0.0001 par value, nil and 130,384,730 shares authorized, issued and outstanding on an actual basis, and nil outstanding on a pro forma and pro forma as adjusted basis)		3,248,711		516,644		—		—		—		—
Series G-Plus convertible redeemable preferred shares (US$0.0001 par value, nil and 67,922,000 shares authorized, issued and outstanding on an actual basis, nil outstanding on a pro forma and pro forma as adjusted basis)		2,084,027		331,424		—		—		—		—
Redeemable non-controlling interest		39,580		6,294
Total mezzanine equity		10,644,521		1,692,804		—		—		—		—

4

	As of March 31, 2018 (unaudited)
	Actual						Pro Forma						Pro Forma As Adjusted(1)
	(in thousands)
	RMB			US$			RMB			US$			RMB			US$
Shareholders' (deficit)/equity:
Ordinary shares, (US$0.0001 par value; 1,244,917,230 shares authorized, 49,318,860 shares authorized issued and outstanding on an actual basis; 753,547,502 Class A and 47,835,720 Class B shares issued and outstanding on a pro forma basis; and 872,547,502 Class A and 47,835,720 Class B shares issued and outstanding on a pro forma as adjusted basis)		30			5			504			80			578			91
Additional paid-in capital(2)		—			—			12,574,127			1,999,669			15,134,681			2,406,878
Accumulated other comprehensive income		88,763			14,116			88,763			14,116			88,763			14,116
Accumulated deficit		(9,739,485	)		(1,548,876	)		(10,329,116	)		(1,642,645	)		(10,359,379	)		(1,647,459	)
Total UXIN LIMITED shareholders' (deficit)/equity		(9,650,692	)		(1,534,755	)		2,334,278			371,220			4,864,643			773,626
Non-controlling interests		(58,216	)		(9,258	)		(58,216	)		(9,258	)		(58,216	)		(9,258	)
Total shareholders' (deficit)/equity(2)		(9,708,908	)		(1,544,013	)		2,276,062			361,962			4,806,427			764,368
Total mezzanine equity and total shareholders' (deficit)/equity		935,613			148,791			2,276,062			361,962			4,806,427			764,368
Total capitalization		1,627,659			258,848			2,968,108			472,019			6,587,100			1,047,550

(7)

Amend the second and the third full paragraphs on page 74 as the following:

        Our net tangible book value as of March 31, 2018 was approximately US$132.59 million, or US$2.69 per ordinary share as of that date and US$8.07 per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Pro forma net tangible book value per ordinary share represents our net tangible book value divided by our total number of outstanding ordinary shares, each after giving effect to (i) the automatic conversion of all of our issued and outstanding preferred shares into 755,082,770 Class A ordinary shares on a one-for-one basis and as such the derivative liabilities related to the bifurcated conversion features of our preferred shares, in the amount of RMB1,817.2 million (US$289.0 million) as of March 31, 2018, will automatically become shareholders' equity upon completion of this offering, (ii) the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, see "Description of Share Capital—Securities of Fairlubo Auction Company Limited that are convertible into securities of Uxin Limited," and the derivative liabilities amounting to RMB170.2 million (US$27.1 million) as of March 31, 2018, in relation to the share swap and redemption features of the redeemable non-controlling interests will become shareholders' equity; (iii) the grant of 17,742,890 restricted shares to Xin Gao Group Limited on May 14, 2018, which shall become vested upon completion of this offering, (iv) the surrender of 30,964,990 shares by Xin Gao Group Limited for the repayment of outstanding loans owed to us as at March 31, 2018 and settled on May 28, 2018, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus. Because the Class A ordinary shares and Class B ordinary shares have the same dividend and other rights, except for voting and conversion rights, the dilution is presented based on all ordinary shares, including Class A ordinary shares and Class B ordinary shares.

        Without taking into account any other changes in net tangible book value after March 31, 2018, other than to give effect to (i) the automatic conversion of all of our issued and outstanding preferred shares into 755,082,770 Class A ordinary shares on a one-for-one basis and as such the derivative liabilities related to the bifurcated conversion features of our preferred shares, in the amount of RMB1,817.2 million (US$289.0 million) as of March 31, 2018, will automatically become shareholders'

5

equity upon completion of this offering, (ii) the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, and the derivative liabilities amounting to RMB170.2 million (US$27.1 million) as of March 31, 2018, in relation to the share swap and redemption features of the redeemable non-controlling interests will become shareholders' equity; (iii) the grant of 17,742,890 restricted shares to Xin Gao Group Limited on May 14, 2018, which shall become vested upon completion of this offering, (iv) the surrender of 30,964,990 shares by Xin Gao Group Limited for the repayment of outstanding loans owed to us as at March 31, 2018 and settled on May 28, 2018, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, (v) the exercise of vested stock options (including accelerated vesting to certain stock options) by one of the Company's executive officers to acquire total 5,000,000 ordinary shares of the Company on May 25, 2018, and (vi) the sale of 114,000,000 Class A ordinary shares in the form of ADSs by us in this offering at an assumed initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise over-allotment option, our pro forma as adjusted net tangible book value as of March 31, 2018 would have been US$748.17 million, or US$0.81 per ordinary share and US$ 2.43 per ADS. This represents an immediate decrease in net tangible book value of US$1.88 per ordinary share and US$5.64 per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$3.02 per ordinary share and US$9.07 per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution:

(8)

Amend the last paragraph on page 76 as the following:

        The pro forma as adjusted information does not include the impact of the issuance of convertible notes to certain third party investors, which shall be consummated concurrently with the closing of this offering. The investors may elect to convert their respective convertible notes into Class A ordinary shares from the 181st day after the date of this prospectus, see "Prospectus Summary—The Offering."

(9)

Add the following to the end of the third paragraph on page 78:

        The deposit agreement among us, the depositary, ADS holders and other parties thereto is not one of our constituent documents.

(10)

Amend the first table on page 91 as the following:

	As of December 31,									As of March 31,						As of March 31,				As of March 31,
	2016			2017						2018						2018				2018
	RMB			RMB			US$			RMB			US$			RMB		US$		RMB		US$
	(in thousands, except for share data)
	Actual			Actual						Actual						Pro forma				Pro forma as adjusted
Selected Consolidated Balance Sheets Data:
Cash and cash equivalents		332,259			291,973			44,684			1,219,755			193,978			1,219,755		193,978		4,838,747		769,509
Restricted cash		705,854			1,617,230			247,502			1,840,730			292,732			1,840,730		292,732		1,840,730		292,732
Advance to sellers		45,774			246,287			37,692			251,000			39,917			251,000		39,917		251,000		39,917
Financial lease receivables, net		413,462			438,693			67,138			342,063			54,398			342,063		54,398		342,063		54,398
Total assets		2,317,979			5,298,913			810,951			6,562,772			1,043,680			5,915,865		940,801		9,534,857		1,516,332
Convertible notes		—			—			—			—			—			—		—		1,088,627		173,125
Short-term borrowings		204,068			426,783			65,315			498,448			79,268			498,448		79,268		498,448		79,268
Guarantee liabilities		76,325			173,907			26,615			191,290			30,421			191,290		30,421		191,290		30,421
Derivative liabilities		654,511			1,596,424			244,319			1,987,356			316,050			—		—		—		—
Total liabilities		1,986,194			5,059,894			774,372			5,627,159			894,889			3,639,803		578,839		4,728,430		751,964
Total Mezzanine equity		4,775,637			8,420,644			1,288,703			10,644,521			1,692,804			—		—		—		—
Total shareholders' deficit		(4,443,852	)		(8,181,625	)		(1,252,124	)		(9,708,908	)		(1,544,013	)		2,276,062		361,962		4,806,427		764,368
Number of outstanding ordinary shares		49,318,860			49,318,860			49,318,860			49,318,860			49,318,860			801,383,222		801,383,222		920,383,222		920,383,222

6

(11)

Amend the "Ordinary Share Beneficially Owned Prior to This Offering" of Tiger Global Affiliated Entities from "9.0%" to "8.9%" in the table on page 172.

(12)

Add the following in the first paragraph in footnote (1) on page 173:

        A total of 98,429,570 ordinary shares on an as-converted basis are attributable to Mr. Kun Dai through his ownership interests in Xin Gao Group Limited, Gao Li Group Limited, Kingkey New Era Auto Industry Limited, Kingkey New Era Auto Industry Global Limited and BOCOM International Supreme Investment Limited, representing approximately 12.4% of our total ordinary shares on an as-converted basis as of the date of this prospectus.

(13)

Amend the last sentence of the first paragraph in footnote (1) on page 173 as the following:

        Prior to the completion of this offering, shares of Uxin Limited accounting for 2.2%, 7.2%, 7.7%, and 1.9% of outstanding ordinary shares of Uxin Limited on an as-converted basis beneficially owned by Mr. Kun Dai through Gao Li Group Limited, Kingkey New Era Auto Industry Limited, Kingkey New Era Auto Industry Global Limited and BOCOM International Supreme Investment Limited, respectively, have been pledged to independent third parties.

(14)

Add the following to the end of footnote (3) on page 174:

        A total of 71,032,978 ordinary shares on an as-converted basis are attributable to the Jeneration Capital Affiliated Entities through their direct ownership interests in our shares and their ownership interests in Kingkey New Era Auto Industry Limited, Kingkey New Era Auto Industry Global Limited and BOCOM International Supreme Investment Limited, representing approximately 8.9% of our total ordinary shares on an as-converted basis as of the date of this prospectus.

(15)

Add the following after the fourth paragraph on page 193:

        The deposit agreement gives the depositary or an ADS holder asserting a claim against us the right to require us to submit that claim to binding arbitration in New York under the Rules of the American Arbitration Association, including any United Stated federal securities law claim. However, a claimant could also elect not to submit its claim to arbitration and instead bring its claim in any court having jurisdiction of it. The deposit agreement does not give us the right to require anyone to submit any claim to arbitration.

(16)

Add the following after the second full paragraph on page 213:

        Notwithstanding the restrictions described in the preceding paragraph, certain of our shareholders, including Mr. Kun Dai, our chairman and chief executive officer, have pledged shares that represent 18.9% of our pre-offering share capital (or 16.3% of our post-offering share capital assuming the underwriters do not exercise over-allotment option) in favor of third party lenders in connection with certain loan agreements entered into in 2017 with a term of two years, most proceeds of which were used to fund the purchase of shares in the Company in the latest rounds of pre-IPO equity financings. See "Principal Shareholders," footnote (1). If any lender enforces its security interests in such pledged shares upon an event of default, the pledged shares can be sold without regard to the lock-up restrictions. The loan agreements do not have margin call requirements or top-up obligations regarding our shares.

7

(17)

Amend the table on page F-75 as the following:

	Notes	As of December 31, 2017		As of March 31, 2018				Pro forma as of March 31, 2018
		RMB		RMB		US$		RMB		US$
ASSETS
Current assets:
Cash and cash equivalents	2.6		291,973		1,219,755		193,978		1,219,755		193,978
Restricted cash	2.7		1,617,230		1,840,730		292,732		1,840,730		292,732
Short-term investments	2.7		1,000		10,000		1,590		10,000		1,590
Accounts receivable			40,155		44,350		7,054		44,350		7,054
Amounts due from related parties	20, 31		608,291		647,484		102,970		577		91
Advance to consumers on behalf of financing partners	4		827,417		507,392		80,691		507,392		80,691
Loan recognized as a result of payment under the guarantee, net	5		252,555		411,985		65,518		411,985		65,518
Advance to sellers	6		246,287		251,000		39,917		251,000		39,917
Other receivables, net	7		251,649		335,793		53,401		335,793		53,401
Inventory	2.8		77,941		44,470		7,072		44,470		7,072
Prepaid expenses and other current assets	8		249,769		493,673		78,509		493,673		78,509
Financial lease receivables, net	9		438,693		342,063		54,398		342,063		54,398
Total current assets			4,902,960		6,148,695		977,830		5,501,788		874,951
Non-current assets:
Property, equipment and software, net	10		156,625		177,142		28,171		177,142		28,171
Intangible assets, net	11		9,949		9,032		1,436		9,032		1,436
Goodwill	2.15		75,849		75,849		12,062		75,849		12,062
Long-term investments	12		40,628		39,152		6,226		39,152		6,226
Other non-current assets	13		112,902		112,902		17,955		112,902		17,955
Total non-current assets			395,953		414,077		65,850		414,077		65,850
Total assets			5,298,913		6,562,772		1,043,680		5,915,865		940,801
LIABILITIES AND EQUITY
Current liabilities (including amounts of the consolidated VIEs and VIEs' subsidiaries without recourse to the primary beneficiary of RMB407,809 and RMB263,461 as of December 31, 2017 and March 31, 2018, respectively)
Short-term borrowings	14		426,783		498,448		79,268		498,448		79,268
Accounts payable			65,694		41,440		6,590		41,440		6,590
Guarantee liabilities	15		173,907		191,290		30,421		191,290		30,421
Deposit of interests from consumers and payable to financing partners—current	16		732,273		902,009		143,447		902,009		143,447
Advance from buyers collected on behalf of sellers	17		226,891		184,397		29,325		184,397		29,325
Other payables and accruals	18		927,389		868,225		138,074		868,225		138,074
Deferred revenue	2.18		27,598		29,259		4,653		29,259		4,653
Other current liabilities	19		163,355		—		—		—		—
Derivative liabilities	3, 23		1,596,424		1,987,356		316,050		—		—
Total current liabilities			4,340,314		4,702,424		747,828		2,715,068		431,778
Non-current liabilities
Long-term borrowings	14		374,104		518,485		82,455		518,485		82,455
Deposit of interests from consumers and payable to financing partners—non-current	16		343,823		404,752		64,368		404,752		64,368
Deferred tax liabilities	21		1,653		1,498		238		1,498		238
Total non-current liabilities			719,580		924,735		147,061		924,735		147,061
Total liabilities			5,059,894		5,627,159		894,889		3,639,803		578,839
Commitments and contingencies	29
Mezzanine equity	23
Series A convertible redeemable preferred shares (US$0.0001 par value, 50,000,000 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, nil outstanding on a pro-forma basis as of March 31, 2018 (unaudited))			94,411		96,011		15,269		—		—

8

(18)

Amend the table on page F-76 as the following:

	Notes	As of December 31, 2017			As of March 31, 2018						Pro forma as of March 31, 2018
		RMB			RMB			US$			RMB			US$
Mezzanine equity (Continued)
Series A-1 convertible redeemable preferred shares (US$0.0001 par value, 4,910,890 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, nil outstanding on a pro-forma basis as of March 31, 2018 (unaudited))			69,193			70,839			11,266			—			—
Series B convertible redeemable preferred shares (US$0.0001 par value, 70,602,630 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, and nil outstanding on a pro-forma basis as of March 31, 2018 (unaudited))			180,294			183,397			29,166			—			—
Series C convertible redeemable preferred shares (US$0.0001 par value, 97,267,680 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, and nil outstanding on a pro-forma basis as of March 31, 2018 (unaudited))			408,559			416,783			66,281			—			—
Series D convertible redeemable preferred shares (US$0.0001 par value, 159,355,150 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, and nil outstanding on a pro-forma basis as of Mach 31, 2018 (unaudited))			1,703,667			1,739,580			276,646			—			—
Series E convertible redeemable preferred shares (US$0.0001 par value, 89,477,490 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, and nil outstanding on a pro-forma basis as of Mach 31, 2018 (unaudited))			1,146,351			1,169,434			185,976			—			—
Series F convertible redeemable preferred shares (US$0.0001 par value, 85,162,200 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, and nil outstanding on a pro-forma basis as of Mach 31, 2018 (unaudited))			1,563,657			1,596,159			253,838			—			—
Series G convertible redeemable preferred shares (US$0.0001 par value, 130,384,730 shares authorized, issued and outstanding as of December 31 2017 and March 31, 2018, and nil outstanding on a pro-forma basis as of March 31, 2018 (unaudited))			3,214,932			3,248,711			516,644			—			—
Series G-Plus convertible redeemable preferred shares (US$0.0001 par value, nil and 67,922,000 shares authorized, issued and outstanding as of December 31 2017 and March 31, 2018, and nil outstanding on a pro-forma basis as of March 31, 2018 (unaudited))			—			2,084,027			331,424			—			—
Redeemable non-controlling interests	3		39,580			39,580			6,294			—			—
Total Mezzanine equity			8,420,644			10,644,521			1,692,804			—			—
Shareholders' (deficit)/equity
Ordinary shares (US$0.0001 par value, 1,312,839,230 and 1,244,917,230 shares authorized as of December 31, 2017 and March 31, 2018, respectively, 49,318,860 shares authorized, issued and outstanding as of December 31, 2017 and March 31, 2018, respectively, and 753,547,502 Class A and 47,835,720 Class B shares outstanding on a pro forma basis as of March 31, 2018(unaudited))	22, 31		30			30			5			504			80
Additional paid-in capital			—			—			—			12,574,127			1,999,669
Accumulated other comprehensive income			76,607			88,763			14,116			88,763			14,116
Accumulated deficit			(8,207,801	)		(9,739,485	)		(1,548,876	)		(10,329,116	)		(1,642,645	)
Total UXIN LIMITED shareholders' (deficit)/equity			(8,131,164	)		(9,650,692	)		(1,534,755	)		2,334,278			371,220
Non-controlling interests			(50,461	)		(58,216	)		(9,258	)		(58,216	)		(9,258	)
Total shareholders' (deficit)/equity			(8,181,625	)		(9,708,908	)		(1,544,013	)		2,276,062			361,962
Total liabilities, mezzanine equity and shareholders' deficit			5,298,913			6,562,772			1,043,680			5,915,865			940,801

(19)

Amend the following sentence on page F-139 as the following:

        CNCB (Hong Kong) and Golden Fortune may elect to convert their respective Notes into Class A ordinary shares from the 181st day after the date of this prospectus with conversion price per ordinary shares equal to 109.5% and 108% of the initial public offering price per ordinary share, respectively.

(20)

Amend Note 32 on pages F-140 and F-141 as the following:

        Upon the completion of a qualified initial public offering, the Series A, A-1, B, C, D, E, F, G and G-Plus Preferred Shares shall automatically be converted into Class A ordinary shares, and as such the derivative liabilities related to the bifurcated conversion features of our preferred shares will automatically become shareholders' equity.

        Upon the completion of this offering, the Fairlubo shares owned by certain Fairlubo shareholders will be converted into the Class A ordinary shares and the derivative liabilities in relation to the share

9

swap and redemption features of the redeemable non-controlling interests will become shareholders' equity.

        The unaudited pro-forma balance sheet as of March 31, 2018 assumes a qualified initial public offering has occurred and presents an adjusted financial position as if the conversion of all outstanding Series A, A-1, B, C, D, E, F, G and G-Plus Preferred Shares into Class A ordinary shares at the conversion ratio as described in Note 23 to the unaudited interim condensed consolidated financial statements and conversion of the Fairlubo shares into Class A ordinary shares as described in Note 31 to the unaudited interim condensed consolidated financial statements occurred on March 31, 2018.

        Unaudited pro-forma basic and diluted net loss per share was computed to give effect to the automatic conversion of the Series A, A-1, B, C, D, E, F, G and G-Plus Preferred Shares using the "if converted" method as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later.

        In addition to these conversion effects of the Preferred Shares, the unaudited pro-forma balance sheet as of March 31, 2018 and the unaudited pro-forma basic and diluted net loss per share for the three months ended March 31, 2018 also reflect pro-forma effect of the issuance and vest of restricted shares to Xin Gao Group (Note 31(a)) as if the qualified initial public offering has occurred on March 31, 2018, the pro-forma effect of the Company's repurchase of the Surrender Shares (Note 31(b)), as well as the pro-forma effect of Fairlubo Share Swap (Note 31(d)).

	For the three months ended March 31, 2018			For the three months ended March 31, 2018
	RMB			US$
Numerator:
Net loss attributable to ordinary shareholders		(1,534,015	)		(243,956	)
Pro-forma effect of the issuance and vest of restricted shares to Xin Gao Group(1)		(589,631	)		(93,769	)
Accretion on redeemable preferred shares		157,539			25,054
Deemed dividend to preferred shareholders		544,773			86,636
Fair value loss on derivative liabilities		359,115			57,110
Numerator for pro-forma basic and diluted net loss per share		(1,062,219	)		(168,925	)
Denominator:
Weighted average number of ordinary shares outstanding		49,318,860			49,318,860
Pro-forma effect of the conversion of Series A Preferred Shares		50,000,000			50,000,000
Pro-forma effect of the conversion of Series A-1 Preferred Shares		4,910,890			4,910,890
Pro-forma effect of the conversion of Series B Preferred Shares		70,602,630			70,602,630
Pro-forma effect of the conversion of Series C Preferred Shares		97,267,680			97,267,680
Pro-forma effect of the conversion of Series D Preferred Shares		159,355,150			159,355,150
Pro-forma effect of the conversion of Series E Preferred Shares		89,477,490			89,477,490
Pro-forma effect of the conversion of Series F Preferred Shares		85,162,200			85,162,200
Pro-forma effect of the conversion of Series G Preferred Shares		130,384,730			130,384,730
Pro-forma effect of the conversion of Series G-Plus Preferred Shares		67,158,830			67,158,830
Pro-forma effect of the issuance and vest of restricted shares to Xin Gao Group (Note 31(a))		17,742,890			17,742,890
Pro-forma effect of repurchase of the Surrender Shares (Note 31(b))		(30,964,990	)		(30,964,990	)
Pro-forma effect of Fairlubo Share Swap (Note 4)(2)		10,203,692			10,203,692
Denominator for pro-forma basic and diluted net loss per share		800,620,052			800,620,052
Pro-forma net loss per share:
Basic		(1.33	)		(0.21	)
Diluted		(1.33	)		(0.21	)

⁽¹⁾

The pro-forma effect of the issuance and vest of restricted shares to Xin Gao Group represents the pro-forma impact of the restricted shares as if the qualified initial public offering has occurred on March 31, 2018 and the restricted shares were vested immediately on the same day.

⁽²⁾

The pro-forma effect of Fairlubo Share Swap represents the issuance of 10,203,692 Class A ordinary shares upon the conversion of Fairlubo shares held by certain Fairlubo shareholders upon completion of this offering, assuming the initial public offering price of US$11.50 per ADS, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus.

10

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