1. PRINCIPAL ACTIVITIES AND ORGANIZATION

The accompanying consolidated financial statements include the financial statements of Uxin Limited (the “Company” or “Uxin”) and its subsidiaries. The Company and its subsidiaries are collectively referred to as the “Group”.

The Company was incorporated under the laws of the Cayman Islands as an exempted limited liability company on December 8, 2011. The Company serves as an investment holding company and currently has no operations of its own.

The Group’s principal operations and geographic market is in the People’s Republic of China (“PRC”). The Group operates vehicle sales business through an “inventory-owning” model where the Group sells its own inventory of used vehicles.

As of December 31, 2025, the Company’s principal subsidiaries are as follows:

SCHEDULE OF COMPANY’S PRINCIPAL SUBSIDIARIES

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 RMB5,863 were recorded in other income.

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)

1. PRINCIPAL ACTIVITIES AND ORGANIZATION (CONTINUED)

Liquidity

The Company has incurred net losses since inception. For the year ended December 31, 2025, the Company incurred net loss of RMB262.5 million and had net operating cash outflow of RMB504.4 million. As of December 31, 2025, the Company had accumulated deficit in the amount of RMB19.9 billion, its current liabilities exceeded current assets by approximately RMB233.0 million, the Company’s cash balance was RMB83.0 million. These adverse conditions and events, before considering management’s plan, raise substantial doubt about the Company’s ability to continue as a going concern.

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:

In December 2025, the Company entered into share subscription agreements with certain existing shareholders and their affiliated entities, including Abundant Grace Investment Limited (“Abundant Grace”), Prestige Shine Group Limited (“Prestige Shine”) and Abundant Glory Investment L.P. (“Abundant Glory”) for issuance of shares with a total consideration of US$60.0 million (Note 16). As of the date of the issuance of the consolidated financial statements, the Company has received US$17.0 million. Based on the arrangement with these investors, management expects to receive the remaining consideration of US$43.0 million no later than June 30, 2026.

Pursuant to an equity investment agreement entered into in September 2023 with Hefei Construction Investment North City Industrial Investment Co., Ltd. (“HCI”), which is also the lessor of the Company’s used car retail superstore (the “Superstore”), HCI is obligated to reinvest in Uxin Hefei after receiving the annual lease payments over a 10-year lease period. The first three year rental payables were agreed with HCI to be converted into the investment of its equity interests in Uxin Hefei (Note 15). The fourth-year rental will become due in September 2026 and management plans to further agree with HCI to convert the fourth-year rental payable into HCI’s investment.

Management plans to receive the capital contributions of RMB37.5 million and RMB7.3 million from two non-controlling shareholders of its two subsidiaries which operate the superstores in Zhengzhou and Wuhan by the end of December 2026 according to the equity investment agreements with these non-controlling shareholders.

Management has concluded that it is probable to effectively implement the above plans and has prepared a cash flows forecast covering a period of not less than twelve months from the date of issuance of the consolidated financial statements. Based on its evaluation, management concluded that these plans have alleviated the substantial doubt about the Company’s ability to continue as a going concern, and the Company’s cash and cash equivalents, funds from the planned equity and debt financings and cash flows from operations are sufficient for the Company to meet its anticipated working capital requirements and other capital commitments, and the Company will be able to meet its payment obligations for liabilities that will fall due, within the next twelve months from the date these consolidated financial statements are issued. Accordingly, the Company’s consolidated financial statements have been prepared on a going concern basis.

UXIN LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data, unless otherwise noted)