Exhibit 99.1
UXIN LIMITED
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND JUNE 30, 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
December 31, 2024 | June 30, 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | ||||||||||||
Restricted cash | ||||||||||||
Accounts receivable, net | ||||||||||||
Inventory, net | ||||||||||||
Loans recognized as a result of payments under guarantees, net of provision for credit losses of RMB | ||||||||||||
Other receivables, net of provision for credit losses of RMB | ||||||||||||
Prepaid expenses and other current assets | ||||||||||||
Total current assets | ||||||||||||
Non-current assets: | ||||||||||||
Property, equipment and software, net | ||||||||||||
Finance lease right-of-use assets, net | ||||||||||||
Operating lease right-of-use assets, net | ||||||||||||
Total non-current assets | ||||||||||||
Total assets |
F-2 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND JUNE 30, 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
December 31, 2024 | June 30, 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ DEFICIT | ||||||||||||
Current liabilities | ||||||||||||
Accounts payable | ||||||||||||
Other payables and other current liabilities | ||||||||||||
Current portion of finance lease liabilities | ||||||||||||
Current portion of operating lease liabilities | ||||||||||||
Short-term borrowings from third parties | ||||||||||||
Short-term borrowing from related party | ||||||||||||
Total current liabilities | ||||||||||||
Non-current liabilities | ||||||||||||
Long-term borrowing from related party | ||||||||||||
Long-term borrowing from third party | ||||||||||||
Consideration payable to WeBank | ||||||||||||
Finance lease liabilities | ||||||||||||
Operating lease liabilities | ||||||||||||
Total non-current liabilities | ||||||||||||
Total liabilities |
F-3 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND JUNE 30, 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
December 31, 2024 | June 30, 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
Mezzanine equity | ||||||||||||
Redeemable non-controlling interests | ||||||||||||
Total Mezzanine equity | ||||||||||||
Shareholders’ deficit | ||||||||||||
Ordinary shares (US$ | par value, and shares authorized as of December 31, 2024 and June 30, 2025, respectively; Class A ordinary shares and Class A ordinary shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively; Class B ordinary shares issued and Class B ordinary shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively)||||||||||||
Additional paid-in capital | ||||||||||||
Subscription receivable from shareholders | ( | ) | ( | ) | ( | ) | ||||||
Accumulated other comprehensive income | ||||||||||||
Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
Total Uxin Limited shareholders’ deficit | ( | ) | ( | ) | ( | ) | ||||||
Non-controlling interests | ( | ) | ( | ) | ( | ) | ||||||
Total shareholders’ deficit | ( | ) | ( | ) | ( | ) | ||||||
Total liabilities, mezzanine equity and shareholders’ deficit |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements
F-4 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
For the six months ended June 30, | ||||||||||||
2024 | 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
Revenues: | ||||||||||||
Retail vehicle sales | ||||||||||||
Wholesale vehicle sales | ||||||||||||
Others | ||||||||||||
Total Revenues | ||||||||||||
Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
Gross profit | ||||||||||||
Operating expenses: | ||||||||||||
Sales and marketing | ( | ) | ( | ) | ( | ) | ||||||
Research and development | ( | ) | ( | ) | ( | ) | ||||||
General and administrative | ( | ) | ( | ) | ( | ) | ||||||
Reversal of credit losses, net | ||||||||||||
Other operating income, net | ||||||||||||
Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
Interest income | ||||||||||||
Interest expenses | ( | ) | ( | ) | ( | ) | ||||||
Other income | ||||||||||||
Other expenses | ( | ) | ( | ) | ( | ) | ||||||
Foreign exchange gains | ||||||||||||
Net gain from extinguishment of debt | ||||||||||||
Loss before income tax expense | ( | ) | ( | ) | ( | ) | ||||||
Income tax expense | ( | ) | ( | ) | ( | ) | ||||||
Equity in loss of affiliates, net of tax | ( | ) | ||||||||||
Net loss | ( | ) | ( | ) | ( | ) |
F-5 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
For the six months ended June 30, | ||||||||||||
2024 | 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
Net loss | ( | ) | ( | ) | ( | ) | ||||||
Add: net profit attributable to redeemable non-controlling interests and non-controlling interests shareholders | ( | ) | ( | ) | ( | ) | ||||||
Net loss attributable to Uxin Limited | ( | ) | ( | ) | ( | ) | ||||||
Deemed dividend to preferred shareholders due to triggering of a down round feature | ( | ) | ||||||||||
Net loss attributable to ordinary shareholders | ( | ) | ( | ) | ( | ) | ||||||
Net loss | ( | ) | ( | ) | ( | ) | ||||||
Other comprehensive (loss)/income | ||||||||||||
Foreign currency translation, net of nil tax | ( | ) | ||||||||||
Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
Add: total comprehensive profit attributable to redeemable non-controlling interests and non-controlling interests shareholders | ( | ) | ( | ) | ( | ) | ||||||
Total comprehensive loss attributable to Uxin Limited | ( | ) | ( | ) | ( | ) | ||||||
Net loss attributable to ordinary shareholders | ( | ) | ( | ) | ( | ) | ||||||
Weighted average shares outstanding – basic | ||||||||||||
Weighted average shares outstanding – diluted | ||||||||||||
Net loss per share for ordinary shareholders, basic | ( | ) | ( | ) | ( | ) | ||||||
Net loss per share for ordinary shareholders, diluted | ( | ) | ( | ) | ( | ) |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-6 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
Ordinary share (US $0.0001 par value) | ||||||||||||||||||||||||||||||||||||
Number of shares | Amount | Additional paid-in capital | Subscription receivable from shareholders | Accumulated other comprehensive income |
Accumulated deficit | Total Uxin Limited shareholders’ deficit | Non-controlling interests | Total shareholders’ deficit | ||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||||
Balance as of December 31, 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Foreign currency translation adjustments | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Net profit attributable to redeemable non-controlling interests | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Issuance of ordinary shares due to exercise of the share options | ||||||||||||||||||||||||||||||||||||
Conversion of senior convertible preferred shares into Class A ordinary shares | ( | ) | ||||||||||||||||||||||||||||||||||
Subscription receivable from ordinary shareholders | - | |||||||||||||||||||||||||||||||||||
Reimbursement of ADS conversion fee to shareholders | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Share-based compensation | - | |||||||||||||||||||||||||||||||||||
Deemed dividend to preferred shareholders due to triggering of a down round feature | - | ( | ) | |||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) |
F-7 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
Ordinary share (US $0.0001 par value) | ||||||||||||||||||||||||||||||||||||
Number of shares | Amount | Additional paid-in capital | Subscription receivable from shareholders | Accumulated other comprehensive income | Accumulated deficit | Total Uxin Limited shareholders’ deficit | Non-controlling interests | Total shareholders’ deficit | ||||||||||||||||||||||||||||
RMB | RMB | RMB | RMB | RMB | RMB | RMB | ||||||||||||||||||||||||||||||
Balance as of December 31, 2024 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
Foreign currency translation adjustments | - | |||||||||||||||||||||||||||||||||||
Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||
Net profit attributable to redeemable non-controlling interests | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
Issuance of ordinary shares due to exercise of the share options | * | |||||||||||||||||||||||||||||||||||
Issuance of ordinary shares as Class A shares | ||||||||||||||||||||||||||||||||||||
Share-based compensation | - | |||||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) |
* | than 0.01 |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-8 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
For the six months ended June 30, | ||||||||||||
2024 | 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
Cash flows used in operating activities: | ||||||||||||
Net loss | ( | ) | ( | ) | ( | ) | ||||||
Adjustments to reconcile net loss to net cash generated from operating activities: | ||||||||||||
Shared-based compensation | ||||||||||||
Depreciation and amortization of property, equipment and software | ||||||||||||
Amortization of right-of-use assets | ||||||||||||
Loss/(gains) from disposal of property, equipment and software | ( | ) | ||||||||||
Equity in loss of affiliates | ||||||||||||
Gains from disposal of subsidiaries, net | ( | ) | ( | ) | ||||||||
Impairment loss for equity investments accounted for using measurement alternative | ||||||||||||
Inventory valuation adjustments | ||||||||||||
Reversal of credit losses | ( | ) | ( | ) | ( | ) | ||||||
Discounting impact of non-current consideration payables | ||||||||||||
Gains from derecognition of operating payables (Note 10) | ( | ) | ( | ) | ( | ) | ||||||
Gains from extinguishment of debt | ( | ) |
F-9 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
For the six months ended June 30, | ||||||||||||
2024 | 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||
Receivables, prepaid expenses and other current assets | ( | ) | ( | ) | ||||||||
Loans recognized as a result of payments under guarantees | ||||||||||||
Inventory | ( | ) | ( | ) | ( | ) | ||||||
Payables, accruals and other current liabilities net of discounting impact | ||||||||||||
Deferred revenue | ||||||||||||
Consideration payable to WeBank, net of discounting impact | ( | ) | ( | ) | ( | ) | ||||||
Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
Cash flows used in investing activities: | ||||||||||||
Proceeds from disposal of property, equipment and software | ||||||||||||
Purchase of property, equipment and software | ( | ) | ( | ) | ( | ) | ||||||
Net cash used in investing activities | ( | ) | ( | ) | ( | ) |
F-10 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
For the six months ended June 30, | ||||||||||||
2024 | 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from borrowings | ||||||||||||
Repayment of borrowings | ( | ) | ( | ) | ( | ) | ||||||
Payments to shareholders for the reimbursement of ADS conversion fee | ( | ) | ( | ) | ||||||||
Proceeds from exercise of share options | ||||||||||||
Proceeds from the issuance of ordinary shares | ||||||||||||
Proceeds from non-controlling shareholders | ||||||||||||
Proceeds from the issuance of senior convertible preferred shares | ||||||||||||
Net cash generated from financing activities | ||||||||||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | ||||||||||||
Net (decrease)/increase in cash, cash equivalents and restricted cash | ( | ) | ||||||||||
Cash, cash equivalents and restricted cash at beginning of the period | ||||||||||||
Cash, cash equivalents and restricted cash at end of the period |
F-11 |
UXIN LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2025
(All amounts in thousands, except for share and per share data, unless otherwise noted)
For the six months ended June 30, | ||||||||||||
2024 | 2025 | |||||||||||
RMB | RMB | US$ | ||||||||||
(Note 2.6) | ||||||||||||
Supplemental disclosure of cash flow information | ||||||||||||
- Cash paid for income tax | ||||||||||||
- Cash paid for interest (Note 7) | ||||||||||||
Supplemental schedule of non-cash investing and financing activities | ||||||||||||
- Settlement of finance lease liabilities with the issuance of redeemable non-controlling interests (Note 15) | ||||||||||||
- Net settlement of long-term debt and advisory expense with long-term investment |
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
F-12 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
1. PRINCIPAL ACTIVITIES AND ORGANIZATION
The accompanying unaudited interim condensed consolidated financial statements include the financial statements of Uxin Limited (the “Company” or “Uxin”), its subsidiaries. The Company, its subsidiaries are collectively referred to as the “Group”.
The Company was incorporated under the laws of the Cayman Islands as an exempted limited liability company on December 8, 2011. The Company serves as an investment holding company and currently has no operations of its own.
The Group’s principal operations and geographic market is in the People’s Republic of China (“PRC”). The Group operates vehicle sales business through an “inventory-owning” model where the Group sells its own inventory of used vehicles.
As of June 30, 2025, the Company’s principal subsidiaries are as follows:
Subsidiaries | Place of incorporation | Date of incorporation or acquisition | Percentage of direct or indirect equity ownership | Principal activities | ||||||
Youxin (Hefei) Automobile Intelligent Remanufacturing Co., Ltd. (“Uxin Hefei”) | % | |||||||||
Youtang (Shaanxi) Information Technology Co., Ltd. | % | |||||||||
Wuhan Youxin Intelligent Remanufacturing Co., Ltd. (“Uxin Wuhan”) | % |
In
March 2025, the Company disposed Youfang (Beijing) Information Technology Co., Ltd. to a third party at nil consideration, net gains
from disposal of the subsidiary amounting to RMB
Liquidity
The
Company has incurred net losses since inception. For the six months ended June 30, 2025, the Company incurred net loss of RMB
Therefore, the Company’s ability to continue as a going concern is dependent on the effective implementation of management’s plan to mitigate these conditions and events. A summary of management’s plan includes:
● |
As
of June 30, 2025, the Company had the outstanding borrowings of RMB |
F-13 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
1. PRINCIPAL ACTIVITIES AND ORGANIZATION (CONTINUED)
Liquidity(continued)
● | Pursuant
to an equity investment agreement entered into in September 2023 with Hefei Construction Investment North City Industrial Investment
Co., Ltd. (“HCI”), which is also the lessor of the Group’s used car retail superstore (the “Superstore”)
operated by Uxin Hefei, HCI will invest in Uxin Hefei by multiple instalments after Uxin Hefei makes the annual lease payments over
a 10-year lease period. In October 2023 and April 2025 respectively, Uxin Hefei and HCI mutually agreed that the first-year and second-year
rentals of approximately RMB |
● | In
2024, the Company entered into two equity investment agreements with the non-controlling shareholders of two subsidiaries of the
Company established in Zhengzhou and Wuhan for the future operations of its superstores in Zhengzhou and Wuhan. Pursuant to these
agreements, management expects to receive capital contributions of RMB |
● | With considerations of the funds available from the above equity and debt financings, the management’s plan includes growing the Group’s vehicle sales revenue by increasing the sales volume as result of the Group’s improved financial capability of vehicle purchase, improving the gross profit margin by increasing the other value-added services offered to the vehicle customers, maintaining vehicle turnover rate by managing reasonable vehicle prices. The management’s plan also contemplates that, in view of the uncertainties surrounding the implementation of the above equity and debt financings, management will make necessary adjustments to the operation scale of the Group by reducing the vehicle purchase volume based on the liquidity position of the Group, and also to optimize the cost structure to reduce expenses such as labour costs, advertising expenses and administrative expenses. |
Management has concluded that the management’s plan is probable of being effectively implemented. Management has also prepared a cash flows forecast covering the twelve months period from the date of issuance of the unaudited interim condensed consolidated financial statements after considering the effective implementation of the management’s plan. Management concluded that as result of its evaluation, management’s plan has alleviated the substantial doubt of the Company’s ability to continue as a going concern, and the Company’s current cash and cash equivalents, funds from the planned equity and debt financings and the cash flows from operations are sufficient to meet its anticipated working capital requirements for the next twelve months from the date these unaudited interim condensed consolidated financial statements are issued.
2. PRINCIPAL ACCOUNTING POLICIES
2.1 Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The unaudited interim condensed consolidated financial statements have been prepared using accounting policies that are consistent with the policies used in preparing the Group’s consolidated financial statements for the year ended December 31, 2024.
Significant accounting policies followed by the Group in the preparation of its accompanying unaudited interim condensed consolidated financial statements are summarized below.
F-14 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES(CONTINUED)
2.2 Basis of consolidation
The Group’s unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.
All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
2.3 Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets, long-lived assets and liabilities at the dates of the financial statements and the reported amount of revenues and expenses during the reporting periods. On an ongoing basis, the Company’s management reviews these estimates based on information that is currently available. Changes in facts and circumstances may cause the Company to revise its estimates. Accounting estimates reflected in the Group’s unaudited interim condensed consolidated financial statements include, but are not limited to the fair value of a down round feature triggered for senior convertible preferred shares, the fair value of forward contracts, share-based compensation arrangements, fair value of the long-term investment, provision for credit losses for loans recognized as a result of payments under guarantees, trade receivables and other receivables, impairment of long-lived assets, the useful lives of property, equipment and software, discount rate applied in lease accounting, inventory provision, valuation allowances for deferred tax assets and management assumptions used in going concern assessment. Given that changes in circumstances, facts and experience may cause the Group to revise its estimates, actual results could differ from those estimates.
2.4 Fair value measurements
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
Level 1 — Quoted prices (unadjusted) for identical assets or liabilities in active markets
Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data
Level 3 — Unobservable inputs which are supported by little or no market activity
Financial instruments of the Company primarily are comprised of cash and cash equivalents, accounts receivable, short-term borrowings, long-term borrowings, and accounts payable. The carrying values approximated the fair values of these instruments because of their generally short maturities as of December 31, 2024 and June 30, 2025.
F-15 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES(CONTINUED)
2.5 Foreign currencies
The Group uses Renminbi (“RMB”) as its reporting currency. The USD (“US$”) is the functional currency of the Group’s entities incorporated in Cayman Islands, British Virgin Islands and Hong Kong, and the RMB is the functional currency of the Group’s PRC subsidiaries.
Transactions denominated in other than the functional currencies are translated into the functional currency of the entity at the exchange rates quoted by authoritative banks prevailing on the transaction dates. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in the Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss.
The financial statements of the Group are translated from the functional currency into RMB. Assets and liabilities denominated in foreign currencies are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings generated in current period are translated into RMB at the appropriate historical rates. Revenues, expenses, gain and loss are translated into RMB using the periodic average exchange rates. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive income as a component of shareholders’ deficit.
2.6 Convenience translation
Translations
of Unaudited Interim Condensed Consolidated Balance Sheets, the Unaudited Interim Condensed Consolidated Statements of Comprehensive
Loss and the Unaudited Interim Condensed Consolidated Statements of Cash Flows from RMB into US$ as of and for the six months ended June
30, 2025 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB
2.7 Cash and cash equivalents
Cash includes currency on hand and deposits held by financial institutions that can be added to or withdrawn without limitation. Cash equivalents represent short-term, highly liquid investments that are readily convertible to known amount of cash and with original maturities from the date of purchase of generally three months or less.
2.8 Restricted cash
As of December 31, 2024 and June 30, 2025, restricted cash primarily represents cash reserved in relation to certain litigations.
2.9 Inventory
Inventory
consists primarily of used vehicles and is stated at the lower of cost or net realizable value. Inventory cost is determined by specific
identification and includes acquisition cost, direct and indirect reconditioning costs and inbound transportation expenses. Net realizable
value represents the estimated selling price less costs to complete, dispose and transport the vehicles. Each reporting period the Company
recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value in the cost of revenues
in the Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss. Total carrying amount of used vehicles was RMB
F-16 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES(CONTINUED)
2.10 Property, equipment and software, net
Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed using the straight-line method over the following estimated useful lives, taking into account any estimated residual value:
Electronic equipment | ||
Furniture | ||
Vehicles and motors | ||
Software | ||
Machine | ||
Leasehold improvement |
The Company recognizes the gain or loss on the disposal of property, equipment and software in the Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss.
2.11 Long-term investments
In accordance with ASC 323 Investment—Equity Method and Joint Ventures, the Company accounts for an equity investment over which it has significant influence but does not own a majority of the equity interest or otherwise controls and the investments are either common stock or in substance common stock using the equity method. The Company’s share of the investee’s profit and loss is recognized in the earnings of the period.
The
Company also holds investments in privately held companies in the form of equity securities without readily determinable fair values
and in which the Company does not have a controlling interest or significant influence. In accordance with ASC 321 Investment- Equity
Securities, investments in equity securities without readily determinable fair values are initially recorded at cost and are subsequently
adjusted to fair value for impairments and price changes from observable transactions in the same or a similar security from the same
issuer. Impairment provision recognized was RMB
Pursuant to ASC 321, for equity investments measured at fair value with changes in fair value recorded in earnings, the Company does not assess whether those securities are impaired. Based on ASU 2016-01, the Company will be able to elect to record equity investments without readily determinable fair values and not accounted for by the equity method either at fair value with changes in fair value recognized in net income or at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer (“measurement alternative”). For equity investments without readily determinable fair value for which the Company has elected to use the measurement alternative, at each reporting period, the Company makes a qualitative assessment of whether the investment is impaired at each reporting date, applying significant judgement in considering various factors and events including a) adverse performance of investees, credit rating, asset quality, or business prospects of the investee; b) adverse industry developments affecting investees; and c) adverse regulatory, social, economic or other developments affecting investees. If a qualitative assessment indicates that the investment is impaired, the Company estimates the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the Company recognizes an impairment loss in earnings equal to the difference between the carrying value and fair value.
F-17 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES(CONTINUED)
2.12 Impairment of long-lived assets
Long-lived
assets including property, equipment, financing and operating lease right-of-use assets and software with definite lives are assessed
for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance
with ASC 360, Property, Plant and Equipment. When these events occur, the Group will assess whether an impairment of the long-lived assets
in question exists by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated
from the use of the asset and its eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying
value of the asset, the Group recognizes an impairment loss based on the excess of the carrying value of the asset over the fair value
of the asset.
2.13 Revenue recognition
The Group adopted ASC Topic 606, “Revenue from Contracts with Customers” for all periods presented. Consistent with the criteria of Topic 606, the Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services. To achieve that core principle, the Group applies five steps defined under Topic 606. The Group assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate units of accounting. The Company considered appropriate methods to allocate the transaction price to each performance obligations, based on the relative standalone selling prices of the services provided. In estimating the standalone selling price for the services that are not directly observable, the Company considered the suitable methods included in ASC 606-10-21-34, and determined the adjusted market assessment approach is the most appropriate method. When estimating the relative standalone selling prices, the Group considers standalone selling prices of similar services. Revenue is recognized upon transfer of control of these promised goods or services to a customer.
Revenue is recorded net off value-added-tax.
Retail vehicle sales business
The Company sells used vehicles directly to its customers through two ways: in-store purchase at our used car superstores for regional customers or online purchase for nationwide customers.
The prices of used vehicles are set forth in the customer contracts at stand-alone selling prices which are agreed upon prior to delivery. The Company satisfies its performance obligation for used vehicles sales when the Consumer obtains control of the underlying vehicles. The Company receives payment for used vehicle sales directly from the Consumer at the time of sale. Payments received prior to delivery or pick-up of used vehicles are recorded as “Other payables and other current liabilities” within the Unaudited Interim Condensed Consolidated Balance Sheets.
Wholesale vehicle sales business
The Company sells vehicles to wholesalers through offline dealership. The Company satisfies its performance obligation and recognizes revenue for wholesale vehicle sales at the point in time when the wholesale purchasers obtain control of the underlying vehicles. The payments are received when the vehicles are sold.
Others
It mainly represented the commissions earned from the Group’s financing and insurance partners from introducing them to the Company’s retail customers with financing needs, as well as revenues earned from warranty services.
F-18 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.14 Value-added-tax (“VAT”) and surcharges
The Company’s subsidiaries are subject to value-added tax and related surcharges on the revenues earned for services provided in the PRC. The applicable value-added-tax rate for general VAT payers is set out in the following table.
Type of service | Applicable VAT rate (%) | |
Vehicle sales | ||
Commission | ||
Value-added service | ||
Other services |
The
surcharges (i.e. urban construction and maintenance tax, educational surtax, local educational surtax), vary from
2.15 Cost of revenues
Cost of revenues includes the cost to acquire used vehicles and direct and indirect vehicle reconditioning costs associated with preparing the vehicles for resale and warranty services. Cost of revenues also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value.
2.16 Sales and marketing expenses
Sales and marketing expenses primarily consist of salaries and benefits expenses for sales and marketing personnel, advertising and promotion expenses, after-sales costs, depreciation expenses of our superstore right-of-use assets and other office costs. Advertising and promotion expenses primarily include costs for online advertising, which comprises online traffic acquisition costs, as well as offline marketing activities. Salaries and benefits for employees engaged in aftersales services and costs relating to outbound logistics were classified as “Sales and marketing expenses”.
2.17 Research and development expenses
Research and development expenses primarily consist of salaries and benefits expenses, fees for outsourced technical services and depreciation of servers and computers relating to research and development.
All research and development costs are expensed as incurred. Software development costs required to be capitalized under ASC 350-40, Internal-Use Software, were not material to the unaudited interim condensed consolidated financial statements.
2.18 General and administrative expenses
General and administrative expenses primarily consist of salaries and benefits and share-based compensation for employees engaged in management and administration positions or involved in general corporate functions, office rental, professional service fees and depreciation.
F-19 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
The Company grants share options, restricted shares and restricted share units (“RSUs”) to eligible employees, director and execute officers. All share-based awards are measured at fair value on the grant date. The share-based compensation expenses have been categorized as either cost of revenues, sales and marketing expenses research and development expenses, or general and administrative expenses, depending on the job functions of the grantees.
Share Options Granted
The Company follows ASC 718 to determine whether a share option should be classified and accounted for as a liability award or equity award. All grants of share-based awards classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using an option pricing model. The Company classifies the share-based awards granted to employees as equity award and has elected to recognize compensation expense on share-based awards with service condition on a graded vesting basis over the requisite service period, which is generally the vesting period.
Restricted Shares and RSUs
For the restricted shares, the awards are measured at fair value on the grant date. Share-based compensation expense is recognized using the straight-line method over the requisite service period or immediately at the grant date if no vesting conditions are required.
For grants of RSUs with certain market conditions, it is classified as equity awards and recognized in the financial statements based on their grant date fair values which are determined using the Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, risk-free interest rates, and expected timing. Related expenses are recognized over the derived service period determined based on valuation techniques that are used to estimate fair value and is not adjusted if the market condition is not met, so long as the requisite service is provided.
The assumptions used in share-based compensation expense recognition represent management’s best estimates, but these estimates involve inherent uncertainties and application of management judgment. If factors change or different assumptions are used, the share-based compensation expenses could be materially different for any period. Moreover, the estimates of fair value of the awards are not intended to predict actual future events or the value that ultimately will be realized by grantees who receive share-based awards. In accordance with ASU 2016-09, the Group made an entity-wide accounting policy election to account for forfeitures when they occur.
2.20 Taxation
Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the unaudited interim condensed consolidated financial statements, net operating loss carries forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statements of comprehensive loss in the period of the enactment of the change.
F-20 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.20 Taxation (continued)
Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the unaudited interim condensed consolidated financial statements, net operating loss carries forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statements of comprehensive loss in the period of the enactment of the change.
The Group considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Group has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.
The Group recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the-more-likely-than-not recognition threshold, the Group initially and subsequently measures the tax benefit as the largest amount that the Group judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Group’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Group’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Group classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. Undistributed earnings are expected to be indefinitely reinvested for the foreseeable future, if any.
Basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, the net loss is allocated between ordinary shares and other participating securities, including senior convertible preferred shares, based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the loss. The diluted loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. Except for voting rights, the Class A and Class B ordinary shares have all the same rights and therefore the loss per share for both classes of shares are identical.
F-21 |
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.22 Leases
The Company determines if an arrangement is or contains a lease at inception. Operating leases are primarily for offices and stores and are included in Right-of-use assets, net, Operating lease liabilities, current and Operating lease liabilities, non-current on its Unaudited Interim Condensed Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and Operating lease liabilities represent obligation to make lease payment arising from the lease. The operating lease right of use assets and liabilities are recognized at lease commencement date based on the present value of lease payment over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The right of use assets also includes any lease payments made. The Company’s lease term may include options to extend or terminate the lease. Renewal options are considered within the operating lease right of use assets and liabilities when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Finance lease assets are presented as finance lease right-of-use assets, net, and the corresponding finance lease liabilities are included in current portion of finance lease liabilities for the current portion, and in finance lease liabilities within non-current liabilities on the Unaudited Interim Condensed Consolidated Balance Sheets. Finance lease costs consists of interest expense on the finance lease liabilities as well as amortization of the finance lease right-of-use assets on a straight-line basis over the lease term.
For operating leases with a term of one year or less, the Company has elected to not recognize a lease liability or lease right of use asset on its Unaudited Interim Condensed Consolidated Balance Sheets. Instead, it recognizes the lease payment as expense on a straight-line basis over the lease term. Short-term lease costs are immaterial to its Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss. The Company has operating lease agreements with insignificant non-lease components and has elected the practical expedient to combine and account for lease and non-lease components as a single lease component.
2.23 Provision for credit losses
The Company has several types of financial assets and liabilities that are subject to ASC 326’s CECL model. The CECL reserves for credit loss represents the Company’s best estimate of the expected lifetime credit losses for accounts receivable, loans recognized as a result of payments under guarantees and other receivables as of the balance sheet dates. The adequacy of the reserves for credit losses is assessed quarterly; and the assumptions and models used in establishing the allowance are evaluated regularly. Because credit losses can vary substantially over time, estimating credit loss reserves requires us to estimate lifetime expected credit losses by incorporating historical loss experience, as well as current and future economic conditions over a reasonable and supportable period beyond the balance sheet date.
Measurement of CECL reserve
The Company estimates its CECL reserve for different financial instruments using various methods including the probability-of-default method, the loss rate method, the roll rate method and the discounted cash flow method.
● | For loans recognized as a result of payments under guarantees and financial lease receivables, the loss rate method is applied as the comprehensive product impact of Probability of Default (“PD”) and Loss Given Default (“LGD”). | |
● | The roll rate model is adopted for accounts receivable; while for some other receivables which cannot be pooled with financial assets with similar risk characteristics, the reserve for credit losses is evaluated on an individual basis using the discounted cash flow method. |
Note that to incorporate the forward-looking impacts based on the Company’s best macroeconomic forecasts, quantitative adjustments are applied to key parameters such as PD, LGD, loss rates, and roll rates on a collective basis. The Company groups its financial instruments into pools by credit status, product types, accounts receivable aging schedule, collateral types and other risk characteristics as appropriate in the calibration and adjustments of these parameters.
F-22 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
2. PRINCIPAL ACCOUNTING POLICIES (CONTINUED)
2.24 Accounting of the down round feature
The Company assesses whether there are circumstances that trigger the down round feature for convertible preferred shares and warrants. When the down round feature is triggered, the Company considers the provision of ASC 260-10-30-1 and measures the value of the effect of the feature as the difference between (a) the fair value of the issued financial instrument (without the down round feature) with a conversion or exercise price corresponding to the stated conversion or exercise price before the conversion or exercise price reduction and (b) the fair value of the issued financial instrument (without the down round feature) with a conversion or exercise price corresponding to the reduced conversion or exercise price upon the down round feature being triggered. The excess value of the convertible preferred shares or warrant resulting from the triggering of the down round feature as determined on the measurement date shall be a deemed dividend to the preferred shareholders or to the warrant holders, which should be deducted to arrive at net income/(loss) to ordinary shareholders. Therefore, recognition of the fair value of the down round feature results in a charge to retained earnings/(accumulated deficit) and a credit to additional paid-in capital in permanent equity rather than mezzanine equity.
2.25 Accounting of the forward contract
The Company evaluates forward contracts over its own equity to determine the appropriate classification as assets, liabilities, or equity. Forward contracts that are considered indexed to the Company’s own stock and meet the requirements for equity classification are classified as equity with no subsequent remeasurement. Forward contracts that are not considered indexed to the Company’s own stock are classified as assets or liabilities and initially recognized at fair value on the Unaudited Interim Condensed Consolidated Balance Sheets, and subsequently remeasured at fair value each reporting period, with changes in fair value recognized in the Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss.
2.26 Recent accounting pronouncements
Recently issued accounting pronouncements not yet adopted:
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity′s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in the Group′s consolidated financial statements, once adopted. The Company is currently evaluating the impact of adopting ASU 2023-09.
In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. This ASU requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Although ASU 2024-03 requires comparative disclosures for all periods presented, entities are permitted to begin applying the guidance prospectively. Therefore, comparative disclosures are not required for reporting periods beginning before the effective date. Entities may elect to apply ASU 2024-03 retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting ASU 2024-03.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU provides a practical expedient to assume that current conditions as of the balance sheet date will persist through the reasonable and supportable forecast period for eligible assets. This update is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods. An entity that elects the practical expedient and the accounting policy election, if applicable, should apply the amendments in this Update prospectively. The Company is currently evaluating the impact of adopting ASU 2025-05.
In September 2025, the FASB issued a final standard to modernize the accounting guidance for the costs to develop software for internal use. The new guidance amends the existing standard that refers to various stages of a software development project to align better with current software development methods, such as agile programming. The new guidance will be effective for all entities for annual periods beginning after December 15, 2027. The guidance can be applied on a fully prospective basis, a modified basis for in-process projects, or a full retrospective basis. The Company is currently evaluating the impact of adopting the new guidance.
F-23 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
3. LOANS RECOGNIZED AS A RESULT OF PAYMENTS UNDER GUARANTEES
The Group used to provide loan facilitation related guarantee service before April 2020. The third-party financing partners offered financing solutions to the Borrowers and the Group was required to provide a guarantee. In the event of a payment default from the Borrower, the Group was required to repay the monthly instalment or full amount of outstanding loan to the financing partner as the guarantor. As such, the Group recognized loan receivables as a result of payment under the guarantee deducted by an allowance to its expected recoverable amounts in the Unaudited Interim Condensed Consolidated Balance Sheets.
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
Loans recognized as a result of payments under guarantees | ||||||||
Less: provision for credit losses | ( | ) | ( | ) | ||||
An aging analysis of loans recognized as result of payments under guarantees was as follows:
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
Over 12 months | ||||||||
The Group relies on the consumers’ credit history, loan-to-value ratio and other certain application information to evaluate and rank their respective risk on an ongoing basis. The credit grades represent the relative likelihood of repayment. Customers assigned a grade of “Normal” are determined to have the highest probability of repayment, customers assigned a grade of “Attention” are determined to have a lower probability of repayment, and customers assigned a grade of “Secondary” are determined to have a lowest probability of repayment. Loan performance is reviewed on a recurring basis to identify whether the assigned grades adequately reflect the customers’ likelihood of repayment.
The balance of loans recognized as a result of payments under guarantees by grade of monitored credit risk quality indicator as of December 31, 2024 and June 30, 2025 were listed as below:
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
Normal | ||||||||
Attention | ||||||||
Secondary | ||||||||
F-24 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
3. LOANS RECOGNIZED AS A RESULT OF PAYMENTS UNDER GUARANTEES (CONTINUED)
The movement of provision for credit losses for the six months ended June 30, 2024 and 2025 was as follows:
For the six months ended June 30, | ||||||||
2024 | 2025 | |||||||
RMB | RMB | |||||||
Beginning balance of the period | ( | ) | ( | ) | ||||
Reversal of credit losses | ||||||||
Payments from the borrowers or other recoveries | ( | ) | ( | ) | ||||
Ending balance of the period | ( | ) | ( | ) |
4. OTHER RECEIVABLES, NET
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
Rental and other deposits | ||||||||
Staff advance | ||||||||
Less: provision for credit losses | ( | ) | ( | ) | ||||
5. PREPAID EXPENSES AND OTHER CURRENT ASSETS
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
VAT-input deductible | ||||||||
Prepaid marketing expenses | ||||||||
Prepaid consulting and professional service fees | ||||||||
Prepaid insurance cost | ||||||||
Prepaid rental expense | ||||||||
Others | ||||||||
F-25 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
6. PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net, consist of the following:
December 31, | June 30, | |||||||
2024 | 2025 | |||||||
RMB | RMB | |||||||
Cost | ||||||||
Leasehold improvement | ||||||||
Electronic equipment | ||||||||
Software | ||||||||
Furniture | ||||||||
Machine | ||||||||
Vehicles and motors | ||||||||
Construction in progress | ||||||||
Total property, equipment and software | ||||||||
Less: accumulated depreciation and amortization | ||||||||
Leasehold improvement | ( | ) | ( | ) | ||||
Electronic equipment | ( | ) | ( | ) | ||||
Software | ( | ) | ( | ) | ||||
Furniture | ( | ) | ( | ) | ||||
Machine | ( | ) | ( | ) | ||||
Vehicles and motors | ( | ) | ( | ) | ||||
Total accumulated depreciation and amortization | ( | ) | ( | ) | ||||
Net book value |
The
total amounts charged to the Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for depreciation and amortization
expense are approximately RMB
F-26 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
7. BORROWINGS
The following table presents short-term and long-term borrowings as of December 31, 2024 and June 30, 2025.
Funding Partners | Terms | Rate | December 31, 2024 | June 30, 2025 | ||||||||||||
RMB | RMB | |||||||||||||||
Short-term borrowing from related party (Note 12) | within
| |||||||||||||||
Short-term borrowings from third parties | within months | %- % | ||||||||||||||
Long-term borrowing from third party | months, due in November 2026 | % | ||||||||||||||
Long-term borrowing from related party |
Short-term
borrowings from third parties outstanding comprised of: a) the loans of RMB
The
Group entered into inventory-pledged financing facilities with several reputable banks and financial institutions to finance its procurement
of vehicle inventory, which was pledged by the Group’s vehicle inventory. Under the inventory-pledged financing facilities, repayment
of amounts drawn for the purchase of a vehicle should generally be made within several days after selling or otherwise disposing of the
vehicle or in 90 days if the vehicle is not sold or disposed. The inventory-pledged financing facilities require monthly interest payments
with an annual interest rate of
As
of June 30, 2025, the Company had borrowings of RMB
As
of December 31, 2024, the Company had borrowings of RMB
F-27 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
7. BORROWINGS (CONTINUED)
Long-term
borrowing from related party outstanding amounted to RMB
In March 2025, a revised repayment schedule was mutually agreed by Uxin Anhui and Pintu Beijing.
Subsequently, in March and April 2025, Uxin Anhui repaid the total amount of principal and interests, amounting to RMB
Long-term borrowing from third party outstanding amounted to
On February 22, 2025, a supplemental agreement was mutually agreed by Uxin Limited and NC Management Company Limited, which extended the term to be 24 months from the date of disbursement of the loan. As of June 30, 2025, the loan was classified as “Long-term borrowing from third party” in non-current liabilities.
The
weighted average interest rate for all outstanding borrowings was approximately
F-28 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
8. OTHER PAYABLES AND OTHER CURRENT LIABILITIES
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
Consideration payable to WeBank, current (Note 9) | ||||||||
Tax payables | ||||||||
Accrued service fee for IT and other professional support | ||||||||
Deposits | ||||||||
Accrued advertising expenses | ||||||||
Accrued service fee for transaction support | ||||||||
Accrued salaries and benefits | ||||||||
Interest payable | ||||||||
Deferred revenue | ||||||||
Others | ||||||||
9. CONSIDERATION PAYABLE TO WEBANK
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
Consideration payable to WeBank in total (i) | ||||||||
Less: current portion (recorded in “Other payables and other current liabilities” (Note 8) | ( | ) | ( | ) | ||||
(i) |
Subsequently
on June 21, 2021, the Company entered into a supplemental agreement with WeBank and under this supplemental agreement a total of RMB
On
June 28, 2023, the Company entered into another supplemental agreement with WeBank to extend the repayment of RMB
On
December 31, 2023, the Company entered into another supplemental agreement with WeBank to extend the repayment of RMB
F-29 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
9. CONSIDERATION PAYABLE TO WEBANK (CONTINUED)
On
June 21, 2024, the Company entered into another supplemental agreement with WeBank which revised and extended the repayment schedule
of the last two instalments of RMB
On June 30, 2025, the Company and WeBank mutually agreed that RMB
10. OTHER OPERATING INCOME, NET
For the six months ended June 30, | ||||||||
2024 | 2025 | |||||||
RMB | RMB | |||||||
Gains from derecognition and waiver of operating payables (i) | ||||||||
Government grant (ii) | ||||||||
Others | ||||||||
(i) |
(ii) |
11. LEASES
The
Group recognized lease assets and lease liabilities related to substantially all of the Group’s lease arrangements in the unaudited
interim condensed consolidated financial statements. The Group has operating leases primarily for office and operations space. The Group’s
operating lease arrangements have remaining terms of
The
Group’s finance lease represented the lease of the used car retail superstore (the “Superstore”) in Hefei. A subsidiary
of the Company, Uxin Hefei entered into a lease and purchase agreement with HCI to lease the Superstore in Hefei with a
In October 2023, Uxin Hefei and HCI mutually agreed that HCI will
convert its first-year rental of RMB
F-30 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
11. LEASES (CONTINUED)
In
January 2024 and September 2024, the total lease payments were modified respectively, and the lease liability was remeasured based on
the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
Right-of-us assets and lease liabilities are adjusted down by RMB
In
April 2025, Uxin Hefei and HCI mutually agreed that HCI will convert its second-year rental of RMB
Supplemental Unaudited Interim Condensed Consolidated Balance Sheets information related to leases were as follows:
December 31, 2024 | June 30, 2025 | |||||||
RMB | RMB | |||||||
Operating leases | ||||||||
Right-of-use assets | ||||||||
Operating lease liabilities - current | ||||||||
Operating lease liabilities - non-current | ||||||||
Total operating lease liabilities | ||||||||
Finance leases | ||||||||
Right-of-use assets | ||||||||
Finance lease liabilities - current | ||||||||
Finance lease liabilities - non-current | ||||||||
Total finance lease liabilities |
Supplemental cash flow information related to leases were as follows:
For the six months ended June 30, | ||||||||
2024 | 2025 | |||||||
RMB | RMB | |||||||
Operating cash outflows from operating leases | ||||||||
Right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
Right-of-use assets obtained in exchange for finance lease liabilities, after modification |
F-31 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
12. RELATED PARTY BALANCES AND TRANSACTIONS
The table below sets forth the major related parties and their relationships with the Group as of December 31, 2024 and June 30, 2025:
Name of related parties | Relationship with the Group | |
Joy Capital | Preferred shareholder before March 27, 2024 and non-controlling shareholder since March 27, 2024 | |
NIO Capital | Preferred shareholder before March 27, 2024 and Principal Shareholder since March 27, 2024 | |
Pintu Beijing | Significantly influenced by Principal Shareholder | |
Lightwind Global Limited (“Lightwind”) | Significantly influenced by Principal Shareholder | |
Xin Gao Group Limited | Non-controlling shareholder, controlled by Mr. Kun Dai, chairman and chief executive officer of the Company | |
Mr. Kun Dai (i) | Chairman and chief executive officer of the Company |
(i)
On February 22, 2024, the Company entered into a one-year
Except for the loan mentioned above, the loans obtained from Pintu Beijing (Note 7), the senior convertible preferred shares, warrants and forward contracts issued to NIO Capital, Joy Capital and Xin Gao (Note 14) and the forward contract issued to Lightwind (Note 7), there were no material related party transactions for the six months ended June 30, 2024 and 2025.
13. INCOME TAX EXPENSE
Cayman Islands
Under the current laws of the Cayman Islands, the Company and its subsidiaries incorporated in the Cayman Islands are not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
British Virgin Islands
Under the current laws of the British Virgin Islands, entities incorporated in the British Virgin Islands are not subject to tax on their income or capital gains.
Hong Kong
Under
the current Hong Kong Inland Revenue Ordinance, the Group’s subsidiaries in Hong Kong are subject to
F-32 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
13. INCOME TAX EXPENSE (CONTINUED)
China
On
March 16, 2007, the National People’s Congress of PRC enacted a new Corporate Income Tax Law (“new CIT law”), under
which Foreign Investment Enterprises (“FIEs”) and domestic companies would be subject to corporate income tax at a uniform
rate of
The
Group’s PRC subsidiaries are subject to the statutory income tax rate of
As of June 30, 2025, the major tax jurisdictions of the Group are China and Hong Kong, and the tax year is the calendar year.
Composition of income tax expense
The current and deferred portions of income tax expense included in the Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss during the six months ended June 30, 2024 and 2025 were as follows:
For the six months ended June 30, | ||||||||
2024 | 2025 | |||||||
RMB | RMB | |||||||
Current income tax expense | ( | ) | ( | ) | ||||
Deferred income tax expense | ||||||||
Total income tax expense | ( | ) | ( | ) |
14. SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS
2022 Subscription Agreement
In
June 2022, the Company entered into another definitive agreement with affiliates of an existing shareholder, NIO Capital. Pursuant to
the definitive agreement, NIO Capital had agreed with the Company for the subscription of
F-33 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
14. SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)
2024 Subscription Agreement
On
March 26, 2024, the Company entered into definitive agreements with Xin Gao Group Limited (“Xin Gao”) and issued
On March 27, 2024, as agreed by all preferred shareholders, all senior convertible preferred shares were converted into Class A ordinary shares.
The major rights, preferences and privileges of the senior convertible preferred shares under the 2024 Subscription Agreement and 2022 Subscription Agreement are as follows:
Conversion rights
Each senior convertible preferred share shall be convertible, at any time and from time to time from and after the applicable original issue date of 2022 Subscription Agreement.
The conversion price down round feature is triggered when the Company provides for a lower conversion price in subsequent convertible preferred shares offerings. The provision of a lower conversion price results in the repricing of existing convertible preferred offerings to match any such lower stated conversion rate.
According to 2022 Subscription Agreement, the conversion price for each senior convertible preferred share shall be US$ per Class A ordinary share. In August 2023, Joy Capital exercised its warrants to purchase senior convertible preferred shares and the Company issued senior convertible preferred shares to Joy Capital at conversion price of US$ per Class A ordinary share. The conversion price for each senior convertible preferred share outstanding as of the date were further adjusted to US$ per Class A ordinary share. On March 26, 2024, the Company issued senior convertible preferred share to Xin Gao Group Limited at conversion price of US$ per Class A ordinary share. As a result, the conversion price for each senior convertible preferred share outstanding as of the date were further adjusted to US$ per Class A ordinary share. On March 27, 2024, as agreed by all preferred shareholders, all senior convertible preferred shares were converted into Class A ordinary shares at conversion price at US$ per ordinary share.
Voting rights
Holder of each senior convertible preferred share shall be entitled to vote that number of votes equal to the largest number of whole shares of Class A ordinary shares into which each such senior convertible preferred shares could be converted.
Dividends
Each
senior convertible preferred share shall have the right to receive dividends, on as converted and non-cumulative basis, when, as and
if declared by the Board.
Liquidation Preference
Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, each senior convertible preferred shareholder shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to one hundred and fifty percent ( %) of applicable stated value, per senior convertible preferred share held by such holder, plus any accrued and unpaid dividends, before any distribution or payment shall be made to the holders of any junior securities.
F-34 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
14. SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)
Redemption Rights
At any time and from time to time, upon written notice of each holder of senior convertible preferred share, the Company shall redeem all or part of the senior convertible preferred share held by such holder at the redemption price (as defined below), provided that any of the following events occurs: (i) any material breach of any of the representations, warranties or covenants by the Company; (ii) any conviction of breaches or violation of Applicable Law by the Company which is reasonably expected to have a material adverse effect; (iii) during the principal lock-up period, all or part of the Class B ordinary shares held by the principal parties shall be subject to enforcement, foreclosure, freezing order or other judicial measures; (iv) the principal’s employment with the Company shall be terminated for whatever reason; (v) the Company shall fail to have available a sufficient number of authorized and unreserved Class A ordinary shares to issue to such holder upon a conversion hereunder; (vi) there shall have occurred a bankruptcy event; (vii) the ADSs shall fail to be listed or quoted for trading on a trading market for more than five ( ) Trading Days, which need not be consecutive trading days; (viii) the electronic transfer by the Company of ADSs through the depository trust company or another established clearing corporation is no longer available or is subject to a “chill”; (ix) with respect to the senior convertible preferred shares issued pursuant to the 2022 Subscription Agreement only, the Company shall receive any notice (whether written or not) from any holder of a 2024 Note declaring accelerate payment of its outstanding principal and interests accruing thereon under the 2024 Note held by it based on occurrence of any Event of Default under the 2024 Notes (whether actual of alleged). Redemption price is defined as sum of the aggregate amount of the stated value (as adjusted for any share dividends, combinations, splits, recapitalizations and the like), plus an amount accruing at a compound annual rate of eight percent ( %) of such stated value for a period of time commencing from the original issue date and ending on the redemption closing date plus any accrued but unpaid dividends.
Accounting for senior convertible preferred share and warrants
The Company classified the senior convertible preferred shares in the mezzanine equity section of the Consolidated Balance Sheets because certain redemption features allow the senior convertible preferred shareholders to force the Company to redeem the preferred shares and therefore, the senior convertible preferred shares are considered contingently redeemable upon the occurrence of certain liquidation events outside of the Company’s control. The senior convertible preferred share is carried at the amount recorded at inception and no accretion to the redemption value is needed until it becomes probable that the preferred shares will become redeemable. Continual evaluation is performed to assess whether probable of becoming redeemable.
The Company classified the warrants in the warrant liabilities and recorded at fair value initially with subsequent changes in fair value recorded in the profit and loss as warrants issued with redeemable share are liabilities within the scope of ASC 480. Warrants issued in connection with debt or equity, if the warrants are classified as a liability and recorded at fair value with changes in fair value recorded in the profit and loss, then the proceeds should be allocated first to the warrants based on their fair value (not relative fair value). The residual should be allocated to the base debt or equity instrument. Therefore, all proceeds were allocated to warrants on July 12, 2021, as the fair value of the warrants on that day was higher than total proceeds received. Besides, financial liabilities that are required to be measured at fair value should be recorded at fair value with the excess of the fair value over the net proceeds received recognized as a loss in the profit and loss.
The Company classified the obligation for the second closing as forward contracts as the investors were obligated to purchase and the Company was required to issue the shares within that twelve-month period since the first closing date. Forward contracts were recorded at fair value initially with subsequent fair value changes to be recorded through profit and loss.
The Company determined that, the reduction of the conversion price for senior convertible preferred shares in March 2024 the down round feature operative within the then existing senior convertible preferred shares. The fair value impact related to the reduction in the conversion price of the senior convertible preferred shares in March 2024, amounting to RMB million, was recorded as a charge to accumulated deficit and a credit to additional paid in capital in permanent equity.
F-35 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
14. SENIOR CONVERTIBLE PREFERRED SHARES AND WARRANTS (CONTINUED)
Accounting for senior convertible preferred share and warrants (continued)
Preferred shares | ||||
RMB | ||||
Beginning balance as of December 31, 2023 | ||||
Issuance of senior convertible preferred shares | ||||
Conversion to Class A ordinary shares | ( | ) | ||
Ending balance as of June 30, 2024, December 31, 2024 and June 30, 2025 |
15. REDEEMABLE NON-CONTROLLING INTERESTS
In
addition to the lease agreement Uxin Hefei entered into with HCI as described in Note 11, Uxin Hefei also entered into an equity investment
agreement with HCI. Pursuant to this agreement, HCI will invest by multiple instalments in Uxin Hefei, and each instalment will be made
after the lease payment made by Uxin Hefei over a
In
October 2023 and April 2025, Uxin Hefei and HCI mutually agreed that HCI will convert its first-year and second-year rental of RMB
The
Subsequently, the redeemable non-controlling interests should be carried at the higher of (1) the carrying amount after the attribution of net income or loss of Uxin Hefei (2) the expected redemption value. The Group accretes for the difference between the initial carrying value and the ultimate redemption price to the earliest possible redemption date using the effective interest method. The accretion, which increases the carrying value of the redeemable non-controlling interests, is recorded against accumulated deficit.
In
October, 2024, the Company, through Uxin Anhui, entered into an agreement with Wuhan Junshan Urban Asset Operation Co.,Ltd. (“Wuhan
Junshan”), a company indirectly controlled by Wuhan City Economic & Technological Development Zone, to establish a subsidiary
Uxin Wuhan. Uxin Anhui will contribute RMB
F-36 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
15. REDEEMABLE NON-CONTROLLING INTERESTS (CONTINUED)
The
Subsequently, the redeemable non-controlling interests should be carried at the higher of (1) the carrying amount after the attribution of net income or loss of Uxin Wuhan (2) the expected redemption value. The Group accretes for the difference between the initial carrying value and the ultimate redemption price to the earliest possible redemption date using the effective interest method. The accretion, which increases the carrying value of the redeemable non-controlling interests, is recorded against accumulated deficit.
The change in the carrying amount of redeemable non-controlling interests for the six months ended June 30,2024 and 2025 was as follows:
Redeemable non-controlling interests | ||||
Beginning balance at January 1, 2024 | ||||
Accretion to redemption value of redeemable non-controlling interests | ||||
Ending balance at June 30, 2024 | ||||
Ending balance at December 31, 2024 | ||||
Issuance of redeemable non-controlling interests | ||||
Accretion to redemption value of redeemable non-controlling interests | ||||
Ending balance at June 30, 2025 |
16. ORDINARY SHARES
As
of December 31, 2024 and June 30, 2025,
In
June 2021, the Company entered into a supplemental agreement with 2024 Notes holders. Pursuant to the supplemental agreement,
In
July 2022, the Company entered into a definitive agreement with 58.com, pursuant to which the Company issued
In
August 2022, the Company entered into a definitive agreement with ClearVue, pursuant to which the Company issued
F-37 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
16. ORDINARY SHARES (CONTINUED)
Effective
October 28, 2022,
On March 27, 2024, as agreed by all the preferred shareholders, all of the Company’s outstanding senior convertible preferred shares were converted into Class A ordinary shares. Accordingly, subscription receivable of US$ million due from one of the preferred shareholders before conversion reflected as a deduction from mezzanine equity was presented as subscriptions receivable, a contra-equity balance on the Consolidated Balance Sheets as of March 31, 2024. The subscription receivables amounting to US$ million were subsequently received in May, June and July 2024 and September 2025.
In
November 2024, the Company entered into a Share Subscription Agreement with Lightwind. Pursuant to this agreement and subject to the
fulfilment of specified conditions, Lightwind agreed to purchase
In
March 2025, the Company entered into a share subscription agreement with Fame Dragon Global, pursuant to which Fame Dragon Global agreed
to purchase
(a) Share options
In 2018, the Company adopted 2018 Second Amended and Restated Incentive Plan (“2018 Second Plan”).
The Company accounts for share-based compensation costs using a graded-vesting method over the requisite service period for the award based on the fair value on their respectively grant date.
F-38 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
17. SHARE-BASED COMPENSATION (CONTINUED)
(a) Share options (continued)
Number of shares | Weighted-average exercise price | Weighted average remaining contractual term | Aggregate
intrinsic value | Weighted average fair value of options | ||||||||||||||||
US$ | YEARS | US$’000 | US$ | |||||||||||||||||
Outstanding as of December 31, 2023 | ||||||||||||||||||||
Granted | * | |||||||||||||||||||
Forfeited | ( | ) | ||||||||||||||||||
Exercised | ( | ) | * | |||||||||||||||||
Outstanding as of June 30, 2024 | ||||||||||||||||||||
Outstanding as of December 31, 2024 | ||||||||||||||||||||
Granted | * | |||||||||||||||||||
Forfeited | ( | ) | ( | ) | ||||||||||||||||
Exercised | ( | ) | * | |||||||||||||||||
Outstanding as of June 30, 2025 | ||||||||||||||||||||
Vested and expected to vest as of June 30, 2025 | ||||||||||||||||||||
Exercisable as of June 30, 2025 |
* |
As the granted option exercise prices were equal or close to nominal prices during the six months ended June 30, 2024 and 2025, their fair values approximated the fair values of the Class A ordinary share on the grant day.
(b) Performance Awards
In December 2021, the Company issued certain restricted share units with market conditions to certain management (“Performance Awards”). The market conditions are satisfied upon the Company’s achievement of a certain specified market capitalization subject to continuous employment of each recipient. Total numbers of shares to be granted would be a certain percentage of issued and outstanding shares on a fully diluted basis as of the date when the market conditions are fulfilled. The amount of share-based compensation recorded will vary depending on the Company’s attainment of performance-targets and amortized during the requisite service period.
In October 2023 and August 2024, the Company modified the market conditions under the Performance Awards, resulting into an incremental fair value of RMB million and RMB million, respectively. The Company will recognize compensation cost equal to the unrecognized grant-date fair value of the original award plus the incremental fair value arising from the modification over the remaining requisite service period unless the respective market condition was actually met.
F-39 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
17. SHARE-BASED COMPENSATION (CONTINUED)
(b) Performance Awards (continued)
In October 2024, the market condition of the first tranche was satisfied, which is earlier than the initial estimation, and all remaining unrecognized fair value of the award relating to the first tranche was recognized immediately when the respective market condition was actually met. As of June 30, 2025, the shares relating to the first tranche of the Performance Awards had not yet been issued (“Unissued shares relating to the Performance Awards”).
For the six months ended June 30, 2024 and 2025, RMB million and RMB million related to Performance Awards was recorded in general and administrative expenses. As of June 30, 2025, total amount of unrecognized expense related to the Performance Awards was RMB million.
(c) Share-based compensation to Mr. Kun Dai
Please refer to Note 14 for the details of share-based compensation to Mr. Kun Dai.
(d) Share-based compensation expenses by function
For the six months ended June 30, | ||||||||
2024 | 2025 | |||||||
RMB | RMB | |||||||
General and administrative expenses | ||||||||
Research and development expenses | ||||||||
Sales and marketing expenses | ||||||||
Total |
18. SEGMENT INFORMATION
Segments are business units that offer different services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision-making group, in deciding how to allocate resources and in assessing performance.
The CODM, who is responsible for allocating resources and assessing performance of the operating segment, has been identified as Uxin’s Chief Executive Officer.
The Group operates as a single operating segment. The single operating segment is reported in a manner consistent with the internal reporting provided to the CODM.
The accounting policies of the single segment are the same as described in the significant accounting policies. The CODM assesses performance for the single segment and decides how to allocate resources based on net loss that also is reported on the Consolidated Statements of Comprehensive Loss as consolidated net loss.
The CODM reviews revenues and expenses at the consolidated level as disclosed in the Group’s Consolidated Statements of Comprehensive Loss and uses net loss to evaluate return on assets and to monitor budget versus actual results and in competitive analysis by benchmarking to the Group’s competitors.
The Group primarily generates its revenues in China, and assets of the Company are also primarily located in China Area. Accordingly, no geographical segments are presented.
F-40 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
19. FAIR VALUE MEASUREMENTS
Assets measured at fair value on a nonrecurring basis
The Company measures its property and equipment and, intangible assets at fair value on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable.
Equity investments without readily determinable fair value are recorded at fair value only if an impairment or observable price adjustment is recognized in the current period. The Company classified these assets as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.
The
Company measured on a non-recurring basis for the fair values associated with the down round feature triggered for the senior convertible
preferred shares issued pursuant to 2022 Subscription Agreement. These valuations resulted in a deemed dividend of RMB
For the six months ended June 30, | ||||||||
2024 | 2025 | |||||||
RMB | RMB | |||||||
Basic net loss per share | ||||||||
Numerator: | ||||||||
Net loss attributable to Uxin Limited | ( | ) | ( | ) | ||||
Deemed dividend to preferred shareholders due to triggering of a down round feature | ( | ) | ||||||
Net loss attributable to ordinary shareholders | ( | ) | ( | ) | ||||
Denominator: | ||||||||
Number of ordinary shares outstanding at the beginning of the period | ||||||||
Weighted average number of ordinary shares issued | ||||||||
Weighted average number of ordinary shares issued due to exercise of the share options | ||||||||
Weighted average number of vested penny options | ||||||||
Weighted average number of unissued shares relating to the Performance Awards (Note 17) | ||||||||
Weighted average number of ordinary shares outstanding - basic | ||||||||
Net loss per share attributable to ordinary shareholders, basic | ( | ) | ( | ) | ||||
Diluted net loss per share | ||||||||
Numerator: | ||||||||
Diluted net loss attributable to ordinary shareholders | ( | ) | ( | ) | ||||
Denominator: | ||||||||
Weighted average number of ordinary shares outstanding – diluted | ||||||||
Net loss per share attributable to ordinary shareholders, diluted | ( | ) | ( | ) |
F-41 |
UXIN LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in thousands, except for share and per share data, unless otherwise noted)
As the Group incurred losses for the six months ended June 30, 2024 and 2025, the potential ordinary shares were anti-dilutive and excluded from the calculation of diluted net loss per share of the Group. The weighted-average numbers of unissued shares relating to the Performance Awards, senior convertible preferred shares, options granted and forward issued excluded from the calculation of diluted net loss per share of the Group of the respective periods were as follows:
20. NET LOSS PER SHARE (CONTINUED)
For the six months ended June 30, | ||||||||
2024 | 2025 | |||||||
Unissued shares relating to the Performance Awards (Note 17) | ||||||||
Forward contract (Note 7 and Note 16) | ||||||||
Senior convertible preferred shares | ||||||||
Outstanding weighted average share options | ||||||||
Total |
21. EMPLOYEE BENEFITS
Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labour regulations require that the PRC subsidiaries make contributions to the government for these benefits based on certain percentage of the employees’ salaries, up to a maximum amount specified by the government. The Group has no legal obligation for the benefits beyond the contribution made.
The
total amounts charged to the Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for such employee benefits amounted
to RMB
22. CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Group to the concentration of credit risks consist of cash and cash equivalents.
The Group deposits its cash and cash equivalents with financial institutions located in jurisdictions where the subsidiaries are located. The Company believes that no significant credit risk exists as these financial institutions and financing partners have high credit quality.
Substantially all revenue was derived from customers located in China. No single customer accounted for more than 10% of the Company’s consolidated revenue in any of the periods presented.
23. COMMITMENTS
As of June 30, 2025, the Group has no material commitments.
F-42 |