Exhibit 107
Calculation
of Filing Fee Table
Form F-3
(Form Type)
Uxin Limited
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Title of each class of securities to be registered | Amount
to be registered(1) |
Proposed Maximum Offering Price Per Unit |
Proposed
maximum aggregate offering price |
Fee Rate | Amount
of registration fee | ||||||||||||||||||
| Primary Offering | ||||||||||||||||||||||||
| Equity | Class A ordinary shares, par value US$0.0001 per share(7) | |||||||||||||||||||||||
| Equity | Preferred shares | |||||||||||||||||||||||
| Fees Previously Paid | Equity | Warrants | ||||||||||||||||||||||
| Equity | Subscription rights | |||||||||||||||||||||||
| Equity | Units | |||||||||||||||||||||||
| Total for Primary Offering | US$ | 500,000,000 | (3)(4)(5) | 0.00015310 |
US$ | 76,550.00 | (6) | |||||||||||||||||
| Secondary Offering by Selling Shareholders | ||||||||||||||||||||||||
| Fees to be Paid | Equity | Class A ordinary shares, par value US$0.0001 per share | 16,544,377,841 |
US$ | 0.0148 | (2) | US$ | 244,856,792.05 |
0.00015310 |
US$ | 37,487.57 |
|||||||||||||
| Total Offering Amount | US$ | 744,856,792.05 |
US$ | 114,037.57 |
||||||||||||||||||||
| Total Fees Previously Paid | US$ | 30,134.38 | ||||||||||||||||||||||
| Total Fee Offsets | US$ | 65,080.42 | ||||||||||||||||||||||
| Net Fee Due | US$ | 18,822.77 | ||||||||||||||||||||||
| (1) | Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of stock splits or stock dividends which occur during this continuous offering. |
| (2) | The proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee for this offering pursuant to Rule 457(c) under the Securities Act of 1933, as amended, or the Securities Act, using the average of the high and low prices for the registrant’s American depositary shares as quoted on the Nasdaq Global Select Market on May 22 ,2025. |
| (3) | There are being registered under this registration statement such indeterminate number of Class A ordinary shares, preferred shares, warrants, subscription rights and units as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price not to exceed US$500,000,000 or, if any securities are issued for consideration denominated in a foreign currency, such amount as shall result in an aggregate initial offering price equivalent to a maximum of US$500,000,000. The securities registered hereunder also include such indeterminate number of Class A ordinary shares as may be issued upon conversion, exercise or exchange of warrants that provide for such conversion into, exercise for or exchange into Class A ordinary shares. In addition, pursuant to Rule 416 under the Securities Act, the Class A ordinary shares being registered hereunder include such indeterminate number of Class A ordinary shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. |
| (4) | Not specified as to each class of securities to be registered pursuant to General Instruction II.C. of Form F-3. |
| (5) | An indeterminate aggregate amount of securities is being registered as may from time to time be sold at indeterminate prices. |
| (6) | The registration fee has been calculated pursuant to Rule 457(o) under the Securities Act on the basis of the maximum aggregate offering price of the securities listed. |
| (7) | These Class A ordinary shares may be represented by American depositary shares, each of which represents 300 Class A ordinary shares. American depositary shares issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 filed with the Commission on June 13, 2018 (Registration No. 333-225594). |
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||||||||||
| Rule 457(p) | ||||||||||||||||||||||||||||||
| Fee Offset Claims | Uxin Limited | F-3/ASR | 333-259199 | August 31, 2021 | N/A | US$ | 65,080.42 | (1) | Equity | Class A ordinary shares, par value US$0.0001 per share | 1,296,099,910 | US$ | 702,054,117.92 | N/A | ||||||||||||||||
| Fee Offset Sources | Uxin Limited | 424(b)(5) | 333-259199 | N/A | December 7, 2021 | N/A | N/A | N/A | N/A | N/A | US$ | 66,542.92 | ||||||||||||||||||
| (1) | The registrant previously registered 1,325,226,124 Class A ordinary shares, par value US$0.0001 per share, by means of a 424(b)(5) prospectus supplement dated December 7, 2021 (the “2021 Prospectus Supplement”), pursuant to a Registration Statement on Form F-3/ASR (Registration No. 333-259199), filed with the Securities and Exchange Commission on August 31, 2021. In connection with the filing of the 2021 Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of US$66,542.92. The underlying offerings of the Form F-3/ASR were effectively terminated on September 13, 2022. |
| Pursuant to Rule 457(p) under the Securities Act, registration fees of US$65,080.42 that have already been paid and remain unused with respect to the 1,296,099,910 Class A ordinary shares that were previously registered pursuant to the 2021 Prospectus Supplement and were not sold thereunder may be applied to the filing fees payable pursuant to this Form F-3, and the registrant is applying such fees toward the payment of the registration fee for the offer and sale of securities registered hereunder. |