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 annual 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 annual 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, third used car superstore in Wuhan, forth used car superstore in Zhengzhou, and fifth used car superstore in Jinan have been in operation since March 2021, November 2021, February 2025, September 2025 and December 2025, respectively, where we can recondition all retail inventory to a “like new” condition. Meanwhile, our Xi’an Superstore, Hefei Superstore, Wuhan Superstore, Zhengzhou Superstore and Jinan 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, Wuhan Superstore, Zhengzhou Superstore, Jinan Superstore or Tianjin 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. 87 Major Factors Affecting Our Results of Operations General Factors Affecting Our Results of Operations Our business and operating results are affected by general factors affecting China’s in-store and online used car transaction industry, which include: ● China’s overall economic growth and level of per capita disposable income; ● changes in the supply and demand for used cars, and changes in geographic distribution of cars; and ● regulations 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. Specific Factors 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: Ability to increase transaction volume Our ability to continue to increase our transaction volume affects the growth of our business and our revenues. During the fiscal year ended December 31, 2025, our vehicle sales volume was 57,408, among which retail vehicle sales volume was 51,110 and wholesale vehicle sales volume was 6,298. 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. Ability to 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. Ability to 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. Selected Statements 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. 88 For the Fiscal Year Ended March 31, For the Nine Months Ended December 31, For the Twelve Months Ended December 31, 2023 2024 2023 2024 2024 2025 RMB % RMB % RMB % RMB % RMB % RMB US$ % (unaudited) (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 1,591,913 87.7 3,021,239 432,031 93.3 Wholesale vehicle sales 707,385 34.3 315,909 23.0 276,187 26.2 127,229 8.5 166,951 9.2 123,866 17,713 3.8 Others 38,999 1.9 34,419 2.5 24,411 2.3 45,484 3.1 55,493 3.1 94,588 13,526 2.9 Total revenues 2,059,241 100.0 1,374,729 100.0 1,055,578 100.0 1,495,206 100.0 1,814,357 100.0 3,239,693 463,270 100.0 Retail vehicle 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. Wholesale vehicle 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, revenue derived from extended warranty services, and sales of vehicle accessories. Cost of 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. Operating Expenses 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. Sales and 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. General and 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. 89 Research and 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)/Reversal of credit losses Our reversal of credit loss was mainly due to the loans recognized as a result of payment under the guarantee associated with our historically-facilitated loans. Fair value 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 British Virgin 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. Hong Kong 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, the nine months ended December 31, 2024 and the fiscal year ended December 31, 2025. Results of 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 31, For the Twelve Months Ended December 31, 2023(1) 2024 2023 2024 2024 2025 RMB % RMB % RMB % RMB % RMB % RMB US$ % (unaudited) (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 1,591,913 87.7 3,021,239 432,031 93.3 Wholesale vehicle sales 707,385 34.3 315,909 23.0 276,187 26.2 127,229 8.5 166,951 9.2 123,866 17,713 3.8 Others 38,999 1.9 34,419 2.5 24,411 2.3 45,484 3.1 55,493 3.1 94,588 13,526 2.9 Total revenues 2,059,241 100.0 1,374,729 100.0 1,055,578 100.0 1,495,206 100.0 1,814,357 100.0 3,239,693 463,270 100.0 Cost of revenues (2,033,797 ) (98.8 ) (1,294,161 ) (94.1 ) (996,052 ) (94.4 ) (1,392,815 ) (93.2 ) (1,690,924 ) (93.2 ) (3,023,298 ) (432,326 ) (93.3 ) Gross profit 25,444 1.2 80,568 5.9 59,526 5.6 102,391 6.8 123,433 6.8 216,395 30,944 6.7 Operating expenses: Sales and marketing (2) (236,307 ) (11.5 ) (202,493 ) (14.7 ) (151,678 ) (14.4 ) (177,192 ) (11.9 ) (228,006 ) (12.6 ) (349,411 ) (49,965 ) (10.8 ) Research and development (2) (37,704 ) (1.8 ) (33,820 ) (2.5 ) (27,793 ) (2.6 ) (8,136 ) (0.5 ) (14,163 ) (0.8 ) (12,409 ) (1,774 ) (0.4 ) General and administrative (2) (164,505 ) (8.0 ) (177,386 ) (12.9 ) (102,050 ) (9.7 ) (123,536 ) (8.3 ) (198,871 ) (11.0 ) (89,691 ) (12,826 ) (2.8 ) (Provision for)/reversal of credit losses, net (13,844 ) (0.7 ) 2,631 0.2 2,272 0.2 285 0.0 644 0.0 463 66 0.0 Total operating expenses (452,360 ) (22.0 ) (411,068 ) (29.9 ) (279,249 ) (26.5 ) (308,579 ) (20.6 ) (440,396 ) (24.3 ) (451,048 ) (64,499 ) (13.9 ) Other operating income, net 69,990 3.4 18,001 1.3 17,066 1.6 31,677 2.1 32,612 1.8 61,085 8,735 1.9 Loss from operations (356,926 ) (17.3 ) (312,499 ) (22.7 ) (202,657 ) (19.2 ) (174,511 ) (11.7 ) (284,351 ) (15.7 ) (173,568 ) (24,820 ) (5.4 ) Interest income 603 0.0 169 0.0 161 0.0 37 0.0 45 0.0 66 9 0.0 Interest expense (21,243 ) (1.0 ) (62,598 ) (4.6 ) (38,628 ) (3.7 ) (69,061 ) (4.6 ) (93,031 ) (5.1 ) (94,466 ) (13,508 ) (2.9 ) Other income 17,088 0.8 15,870 1.2 15,248 1.4 9,826 0.7 10,448 0.6 10,442 1,493 0.3 Other expenses (24,153 ) (1.2 ) (5,941 ) (0.4 ) (1,855 ) (0.2 ) (3,516 ) (0.2 ) (7,603 ) (0.4 ) (5,297 ) (757 ) (0.2 ) Foreign exchange (losses)/gains (2,457 ) (0.1 ) 1,525 0.1 1,014 0.1 279 0.0 790 0.0 394 56 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 35,222 1.9 — — — Loss before income tax expense (147,133 ) (7.1 ) (375,250 ) (27.3 ) (238,493 ) (22.6 ) (201,724 ) (13.5 ) (338,480 ) (18.7 ) (262,429 ) (37,527 ) (8.1 ) Income tax expense (366 ) 0.0 (311 ) (0.0 ) (299 ) (0.0 ) (39 ) (0.0 ) (51 ) (0.0 ) (39 ) (6 ) (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 (3,522 ) (0.2 ) — — — Net loss (137,169 ) (6.7 ) (369,542 ) (26.9 ) (226,822 ) (21.5 ) (199,334 ) (13.3 ) (342,053 ) (18.9 ) (262,468 ) (37,533 ) (8.1 ) 90 For the Fiscal Year Ended March 31, For the Nine Months Ended December 31, For the Fiscal Year Ended December 31, 2023(1) 2024 2023 2024 2024 2025 RMB % RMB % RMB % RMB % RMB % RMB US$ % (unaudited) (unaudited) (in thousands, except for percentages) Add: accretion on redeemable non-controlling interests — — (2,901 ) (0.2 ) (1,251 ) (0.1 ) (4,986 ) (0.3 ) (6,636 ) (0.4 ) (14,833 ) (2,121 ) (0.5 ) Less: net loss attributable to non-controlling interests shareholders (12 ) (0.0 ) (56 ) (0.0 ) (35 ) (0.0 ) (8 ) (0.0 ) (29 ) (0.0 ) 239 34 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 ) — — (1,781,454 ) (98.2 ) — — — Net loss attributable to ordinary shareholders (892,792 ) (43.4 ) (2,432,641 ) (177.0 ) (506,838 ) (48.0 ) (204,312 ) (13.7 ) (2,130,114 ) (117.4 ) (277,540 ) (39,688 ) (8.6 ) Net loss per share for ordinary shareholders, basic (0.66 ) — (1.11 ) — (0.35 ) — (0.00 ) — (0.05 ) — (0.00 ) (0.00 ) (0.00 ) (1) The consolidated results of operation for the fiscal year ended March 31, 2023 is derived from our FY2023 Form 20-F issued on August 14, 2023. (2) Share-based compensation in the amount of negative RMB47.3 million, RMB47.1 million, RMB35.4 million, RMB84.9 million, RMB96.6 million and RMB44.6 million (US$6.4 million) in the fiscal years ended March 31, 2023 and 2024, the nine months ended December 31, 2023 and 2024 and the twelve months ended December 31, 2024 (unaudited) and 2025, respectively, was charged to sales and marketing expenses, research and development expenses, and general and administrative expenses. 91 Fiscal Year Ended December 31, 2025 Compared to the Twelve Months Ended December 31, 2024 (unaudited) Revenues Total revenue. Our total revenues increased by 78.6% from RMB1,814.4 million in the twelve months ended December 31, 2024 to RMB3,239.7 million (US$463.3 million) in the fiscal year ended December 31, 2025, driven by the increase in retail vehicle sales revenue, mainly due to the increase in retail transaction volume. Retail vehicle sales revenue. Retail vehicle sales revenue was RMB3,021.2 million (US$432.0 million) in the fiscal year ended December 31, 2025, compared to RMB1,591.9 million in the twelve months ended December 31, 2024. The increase in retail vehicle sales revenue was mainly driven by the increase in retail transaction volume by 134.7% year over year, partially offset by the decrease in retail average selling price 19.2%. Retail transaction volume in the fiscal year ended December 31, 2025 was 51,110 units, compared to 21,773 units in the twelve months ended December 31, 2024. 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. Our established superstores in Xi’an and Hefei continued to deliver robust growth. Additionally, our new superstores in Wuhan, Zhengzhou and Jinan, which commenced trial operations in February, September and December 2025, respectively, are also important growth drivers. Wholesale vehicle sales revenue. Wholesale vehicle sales revenue was RMB123.9 million (US$17.7 million) in the fiscal year ended December 31, 2025, compared to RMB167.0 million in the twelve months ended December 31, 2024. 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 due to the decrease in the average selling price of wholesale vehicles. Others. Our other revenues were RMB94.6 million (US$13.6 million) in the fiscal year ended December 31, 2025, compared to RMB55.5 million in the twelve months ended December 31, 2024. The increase was primarily attributable to growth in our value-added services, including higher rebate amounts received from certain financing partners for referring retail customers with financing needs, increased revenue from the sale of vehicle accessories, and higher revenue from extended warranty services. Cost of revenues Cost of revenues were RMB3,023.3 million (US$432.3 million) in the fiscal year ended December 31, 2025, representing an increase of 78.8% from RMB1,690.9 million in the twelve months ended December 31, 2024, mainly due to an increase in cost for acquiring used vehicles to expand our inventory to support the growth in transaction volume.. 92 Gross profit Our total gross profit was RMB216.4 million (US$30.9 million) in the fiscal year ended December 31, 2025, compared to RMB123.4 million in the twelve months ended December 31, 2024. Our gross margin was 6.7% in the fiscal year ended December 31, 2025, remaining stable compared to 6.8% in the twelve months ended December 31, 2024. Sales and marketing expenses Our sales and marketing expenses increased by 53.2% from RMB228.0 million in the twelve months ended December 31, 2024 to RMB349.4 million (US$50.0 million) in the fiscal year ended December 31, 2025. The increase was mainly due to the increased employee compensation for the sales teams as a result of the increase in headcount. Research and development expenses Our research and development expenses decreased by 12.4% from RMB14.2 million in the twelve months ended December 31, 2024 to RMB12.4 million (US$1.8 million) in the fiscal year ended December 31, 2025. The decrease was mainly due to a decrease of the salaries and benefits expenses of employees engaged in research and development as a result of the decrease in headcount. General and administrative expenses Our general and administrative expenses decreased by 54.9% from RMB198.9 million in the twelve months ended December 31, 2024 to RMB89.7 million (US$12.8 million) in the fiscal year ended December 31, 2025. The decrease was mainly due to a decrease in share-based compensation for personnel performing general and administrative functions. Reversal of credit losses, net We recorded reversal of credit losses, net of RMB0.6 million and RMB0.5 million (US$0.1 million) in the twelve months ended December 31, 2024 and 2025. 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. Other operating income, net Our other operating income, net increased from RMB32.6 million in the twelve months ended December 31, 2024 to RMB61.1 million (US$8.7 million) in the fiscal year ended December 31, 2025. The increase was mainly due to gains from derecognition of certain long-aged liabilities. Interest income We had interest income of RMB45 thousand in the twelve months ended December 31, 2024 and RMB66 thousand (US$9 thousand) in the fiscal year ended December 31, 2025, respectively. Interest expenses We had interest expense of RMB93.0 million in the twelve months ended December 31, 2024 and RMB94.5 million (US$13.5 million) in the fiscal year ended December 31, 2025, respectively. Other income Other income was RMB10.4 million (US$1.5 million) in the twelve months ended December 31, 2025, stable compared with 10.4 million in the fiscal year ended December 31, 2024. Other expenses Other expenses decreased from RMB7.6 million in the twelve months ended December 31, 2024 to RMB5.3 million (US$0.8 million) in the fiscal year ended December 31, 2025. 93 Foreign exchange gains We had foreign exchange gains of RMB0.8 million and RMB0.4 million (US$56 thousand) in the twelve months ended December 31, 2024 and 2025, respectively. Net gains from extinguishment of debt We recorded gain from extinguishment of debt in the amount of RMB35.2 million in the twelve 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 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 gain from extinguishment of debt in the fiscal year ended December 31, 2025. Income tax expense We had income tax expense of RMB39 thousand (US$6 thousand) in the fiscal year ended December 31, 2025, compared to RMB51 thousand in the twelve months ended December 31, 2024. Equity in loss of affiliates We had equity in loss of affiliates in the amount of nil in the fiscal year ended December 31, 2025, compared to RMB3.5 million in the twelve months ended December 31, 2024. Net loss As a result of the foregoing, our net loss decreased from RMB342.1 million in the twelve months ended December 31, 2024 to RMB262.5 million (US$37.5 million) in the fiscal year ended December 31, 2025. Nine Months Ended December 31, 2024 Compared to Nine Months Ended December 31, 2023 (unaudited) Revenues Total revenue. 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 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. Retail vehicle sales revenue. Retail vehicle sales revenue was RMB1,322.5 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. Wholesale vehicle sales revenue. Wholesale vehicle sales revenue was RMB127.2 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 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. 94 Cost of revenues Cost of revenues were RMB1,392.8 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. Gross profit Our total gross profit was RMB102.4 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. Sales and 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 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. Research and 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 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. General and 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 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. Reversal of credit losses, net We recorded reversal of credit losses, net of RMB2.3 million and RMB0.3 million 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. Other operating income, net Our other operating income, net increased from RMB17.1 million in the nine months ended December 31, 2023 to RMB31.7 million in the nine months ended December 31, 2024. The increase was mainly due to an increase in government grant. Interest income We had interest income of RMB0.2 million in the nine months ended December 31, 2023 and RMB37 thousand in the nine months ended December 31, 2024, respectively. Interest expenses We had interest expense of RMB38.6 million in the nine months ended December 31, 2023 and RMB69.1 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. 95 Other income Other income decreased from RMB15.2 million in the nine months ended December 31, 2023 to RMB9.8 million in the nine months ended December 31, 2024. Other expenses Other expenses increased from RMB1.9 million in the nine months ended December 31, 2023 to RMB3.5 million in the nine months ended December 31, 2024. Foreign exchange gains We had foreign exchange gains of RMB1.0 million and RMB0.3 million in the nine months ended December 31, 2023 and 2024, respectively. Fair value 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 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 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. Income tax expense We had income tax expense of RMB39 thousand in the nine months ended December 31, 2024, compared to RMB299 thousand in the nine months ended December 31, 2023. Dividend from 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. Equity in loss of affiliates We had equity in loss of affiliates in the amount of RMB2.4 million in the nine months ended December 31, 2024, compared to nil in the nine months ended December 31, 2023. Net loss 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 in the nine months ended December 31, 2024. Fiscal Year Ended March 31, 2024 Compared to Fiscal Year Ended March 31, 2023 Revenues Total revenue. 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. 96 Retail vehicle 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. Wholesale vehicle 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. Cost of 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. Gross profit 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. Sales and 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. Research and 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. General and 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)/Reversal of 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. 97 Other operating 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. Interest income We had interest income of RMB0.6 million in the fiscal year of 2023 and RMB169 thousand in the fiscal year of 2024, respectively. Interest expenses 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. Other income Other income decreased from RMB17.1 million in the fiscal year of 2023 to RMB15.9 million in the fiscal year of 2024. Other expenses 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. Foreign exchange (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. Fair value 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. Losses from 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. Income tax 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. Dividend from 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. 98 Equity in 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. Net loss 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 Cash flows 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, RMB194.0 million and RMB504.4 million (US$72.1 million) in the fiscal years ended March 31, 2023 and 2024, the nine months ended December 31, 2024 and the fiscal year ended December 31, 2025, respectively. Our principal sources of liquidity have been proceeds from issuances of equity and equity-linked securities. ● 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 June 30, 2025, we and WeBank mutually agreed to adjust the remaining payables and RMB5.9 million payables was waived. ● 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. We have repaid the total amount of the principals and interests, amounting to RMB55.0 million in total, to Pintu Beijing in April 2025, thereby settling our obligations under the loan agreement with Pintu Beijing. Additionally, 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 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 December 31, 2025, we have received US$27.8 million and issued 5,738,268,233 Class A Ordinary Shares to Fame Dragon and entities designated by it. ● On December 18, 2025, we entered into a definitive agreement with Abundant Grace Investment Limited, an entity affiliated with Mr. Bin Li, a director of us. Pursuant to the definitive agreement, Abundant Grace Investment Limited agreed to purchase 1,200,000,000 of our Class A Ordinary Shares at a price of US$0.00833 per Class A Ordinary Share (equivalent to US$2.5 per ADS) for a total consideration of US$10 million, which is expected to be paid in multiple installments. As of the date of this annual report, Abundant Grace Investment Limited has paid in an aggregate amount of US$7.0 million of the consideration. We have fully issued the 1,200,000,000 Class A ordinary shares to Abundant Grace Investment Limited, and are entitled to a remaining consideration receivable of US$3.0 million due from Abundant Grace Investment Limited. ● On December 26, 2025, we entered into definitive share subscription agreements with affiliates of NIO Capital and Prestige Shine Group Limited, pursuant to which affiliates of NIO Capital and Prestige Shine Group Limited agreed to purchase 5,246,589,717 Class A ordinary shares for a total consideration of US$50 million. Of such amount, the affiliate of NIO Capital have agreed to invest US$20 million and Prestige Shine Group Limited have agreed to invest US$30 million. As of the date of this annual report, affiliate of NIO Capital have designated Gold Wings Holdings Limited as the subscriber for a portion of its investment. We received US$10.0 million from Gold Wings Holdings Limited and issued 1,049,317,943 Class A ordinary shares to Gold Wings Holdings Limited. The closing of the remaining portion of the transaction is subject to customary closing conditions. 99 We have incurred net losses since inception. For the fiscal year ended December 31, 2025, we incurred net loss of RMB262.5 million (US$37.5 million) and had net operating cash outflow of RMB504.4 million (US$72.1 million). As of December 31, 2025, we had accumulated deficit in the amount of RMB19.9 billion (US$2.8 billion), our current liabilities exceeded current assets by approximately RMB233.0 million (US$33.3 million), and our cash balance was RMB83.0 million (US$11.9 million). These adverse conditions and events, before considering our plan, raise substantial doubt about our ability to continue as a going concern. 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 of December 31, 2025, we had outstanding borrowings of RMB313.1 million (US$44.8 million) under the inventory-pledged financing facility agreements with certain banks and financial institutions in the PRC, with unused facilities amounting to RMB323.9 million. These facility agreements will mature within one year since the date of the issuance of the consolidated financial statements and we will make efforts to continue the cooperations with the banks and financial institutions with the plan to obtain renewals when the facility agreements become mature. ● In December 2025, we entered into share subscription agreements with certain existing shareholders and their affiliated entities, including Abundant Grace Investment Limited, Prestige Shine Group Limited and Abundant Glory Investment L.P. for issuance of shares with a total consideration of US$60.0 million. As of the date of the issuance of the consolidated financial statements, we have received US$17.0 million. Based on the arrangement with these investors, we expect to timely receive the remaining consideration of US$43.0 million no later than June 30, 2026. ● Pursuant to an equity investment agreement entered into in September 2023 with Hefei Construction Investment North City Industrial Investment Co., Ltd., or Hefei Construction Investment, which is also the lessor of our used car retail superstore, Hefei Construction Investment is obligated to reinvest in Uxin Hefei after receiving the annual lease payments over a 10-year lease period. The first three year rental payables were agreed with Hefei Construction Investment to be converted into the investment of its equity interests in Uxin Hefei. The fourth-year rental will become due in September 2026 and we plan to further agree with Hefei Construction Investment to convert the fourth-year rental payable into HCI’s investment. ● We plan to receive the capital contributions of RMB37.5 million and RMB7.3 million from two non-controlling shareholders of our two subsidiaries which operate the superstores in Zhengzhou and Wuhan by the end of December 2026 according to the equity investment agreements with these non-controlling shareholders. ● With the funds from the above equity and debt financings, we will increase the scale of vehicle purchase and inventory level in order to drive up the our vehicle sales volume and revenue, while maintaining vehicle inventory turnover by managing vehicle sale prices. In addition, we plan to improve the our gross profit margin by promoting other value-added services offered to customers. Our plan also contemplates that, in view of the uncertainties in connection with the above equity and debt financings, we will make necessary adjustments to the operation scale by managing vehicle purchase volume based on the liquidity position, and optimize our cost structure to reduce expenses such as labour costs, advertising expenses and administrative expenses. 100 We has concluded that it is probable to effectively implement the above plans 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. Based on our evaluation, we concluded that these plans have alleviated the substantial doubt about the our ability to continue as a going concern, and the our cash and cash equivalents, funds from the planned equity and debt financings and cash flows from operations are sufficient for us to meet its anticipated working capital requirements and other capital commitments, and we will be able to meet its payment obligations for liabilities that will fall due, within the next twelve months from the date these consolidated financial statements are issued. Accordingly, 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 31, For the Twelve Months Ended December 31, 2023 (1) 2024 2023 2024 2024 2025 RMB RMB RMB RMB RMB RMB US$ (unaudited) (unaudited) (in thousands) Summary Consolidated Statements of Cash Flow Data: Net cash used in operating activities (251,140 ) (262,446 ) (207,101 ) (193,980 ) (249,325 ) (504,352 ) (72,120 ) Net cash used in investing activities (32,032 ) (11,339 ) (10,340 ) (2,398 ) (3,397 ) (21,152 ) (3,025 ) Net cash generated from financing activities 239,985 205,301 144,034 198,310 259,577 581,539 83,158 Effect of exchange rate changes on cash, cash equivalents and restricted cash 221 (914 ) 42 14 (942 ) 1,163 166 Net (decrease)/increase in cash, cash equivalents and restricted cash (42,966 ) (69,398 ) (73,365 ) 1,946 5,913 57,198 8,179 Cash, cash equivalents and restricted cash at beginning of the period 136,297 93,331 93,331 23,933 19,966 25,879 3,701 Cash, cash equivalents and restricted cash at end of the period 93,331 23,933 19,966 25,879 25,879 83,077 11,880 (1) The summary of cash flow for the fiscal year ended March 31, 2023 is derived from our FY2023 Form 20-F issued on August 14, 2023. 101 Operating Activities Net cash used in operating activities was RMB504.4 million (US$72.1 million) for the fiscal year ended December 31, 2025. In the fiscal year ended December 31, 2025, the difference between our net cash used in operating activities and our net loss of RMB262.5 million (US$37.5 million) mainly resulted from certain non-cash expenses and non-operating income, including shared-based compensation of RMB44.6 million (US$6.4 million), and amortization of right-of-use of RMB52.6 million (US$7.5 million) and partially offset by waiver of operating payables of RMB45.4 million (US$6.5 million). Changes in the working capital accounts mainly included an increase of inventory of RMB364.5 million (US$52.1 million), an increase of payables, accruals and other current liabilities of RMB92.5 million (US$13.2 million), and a decrease in consideration payable to WeBank of RMB30.0 million (US$4.3 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 instalment payments based on the agreed-upon schedule with WeBank. Net cash used in operating activities was RMB194.0 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 mainly resulted from certain non-cash expenses and non-operating income, including shared-based compensation of RMB84.9 million, and partially offset by losses from extinguishment of debt of RMB35.2 million. Changes in the working capital accounts mainly included an increase of inventory of RMB105.8 million, an increase of payables, accruals and other current liabilities of RMB46.7 million, and a decrease in consideration payable to WeBank of RMB22.5 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. Investing Activities Net cash used in investing activities was RMB21.2 million (US$3.0 million) for the fiscal year ended December 31, 2025, primarily attributable to purchase of property, equipment and software as we expanded our business. 102 Net cash used in investing activities was RMB2.4 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. Financing Activities Net cash generated from financing activities was RMB581.5 million (US$83.2 million) for the fiscal year ended December 31, 2025, primarily attributable to the proceeds from investors and proceeds from borrowings, partially offset by the repayments of borrowings. Net cash generated from financing activities was RMB198.3 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. 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-Balance Sheet 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. Holding Company 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. 103 Material Cash Requirements We made capital expenditures of RMB12.7 million, RMB5.2 million and RMB21.5 million (US$3.1 million) in the fiscal years ended March 31, 2024, the nine months ended December 31, 2024 and the fiscal year ended December 31, 2025 respectively. Our capital expenditures were primarily related to procurement of equipment and expenditure regarding construction of Hefei Superstore, Wuhan Superstore, Zhengzhou Superstore and Jinan Superstore, and 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, 2025. Payment Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years Operating lease obligations 323,169 47,004 101,662 107,838 66,665 Finance lease obligations 1,712,500 260,220 264,948 264,948 922,384 Total 2,035,669 307,224 366,610 372,786 989,049 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. Under the terms of an equity investment agreement with Huigang Qihang and Jiangyin Chan Fa Ke, the parties hold significant repurchase rights under this agreement. Pursuant to the agreement, Huigang Qihang and Chan Fa Ke Chuang has the right to request Uxin Anhui to acquire its equity interests if certain performance-based conditions are met, if Uxin Jiangyin fails to commence operating activities within one year since establishment, or if the board of Uxin Jiangyin is unable to reach effective resolutions for more than three times. Our redeemable non-controlling interests amounted to RMB336.1 million as of December 31, 2025. 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, 2025. 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.” 104 D. Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2026 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. Critical Accounting 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 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, we review these estimates based on information that is currently available. 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 annual report. Impairment of long-lived assets We 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. These estimates are based on actual and prior year performance and market development expectations. Judgment is required to determine key assumptions adopted in the cash flow projections and changes to key assumptions can significantly affect these cash flow projections and the results of the impairment tests. 105 Recent Accounting Pronouncements Please refer to Note 2 to our consolidated financial statements included elsewhere in this annual report.