SecProbe.io

Mail Stop 4720

October 23, 2015

Via E -mail
Dr. Zane Wang
Chief Executive Officer and Executive Director
China Rapid Finance Limited
5th Floor, Building D, BenQ Plaza
207 Songhong Road
Changning District, Shanghai 200335
People’s Republic of China

Re: China Rapid Finance Limited
Draft Registration Statement on Form F -1
Submitted September 28, 2015
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either su bmitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your re sponse.

After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.

2. Please provide us with copies of any graphics, maps, photographs, and related captions or
other artwork including logos that you intend to use in the prospectus.  Such graphics and

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 2

 pictorial  representations should not be included in any preliminary prospectus distributed
to prospective investors prior to our review.

3. We note that a large portion of your Business section includes information provided by
Oliver Wyman, Inc.  Please tell us what consideration you have given to filing Oliver
Wyman’s commissioned report as an exhibit to the registration statement.  In this regard,
please refer to Rule 408(a) of Regulation C.

Prospectus Summary, page 1

4. Please revise your disclosure here and throughout the prospectus to clarify whether you
do business exclusively in China.  In particular, please clarify whether your marketplace
facilitates investments by investors located outside China and, if so, whether  it would
facilitate investments from investors located in the United States.

Risk Factors

Failure to maintain relationships with cooperation partners . . . , page 16

5. If applicable, please revise this risk factor to discuss any current agreements betw een
either Tencent or Baidu and the  company’s competi tors.

If delinquencies or defaults on loans facilitated . . . , page 17

6. Please revise to quantify the default rate of loans facilitated on your platform in recent
periods.

Fraudulent activit y occurring on or through our marketplace . . . , page 17

7. Please revise to clarify whether you have experienced any material business or
reputational harm as a result of fraudulent activities in the past.  If so, and if material,
please also quantify the amount by which such past fraudulent activities have increased
your costs.

Our quarterly results may fluctuate significantly, page 19

8. Please reconcile your inclusion of this risk factor with your discussion related to being
exempt from quarterly results requirements under “We are a foreign private issuer within
the meaning of the rules  . . . ,” on page 48.

If negative publicity arises with respect to us, our industry . . . , page 21

9. Please revise to discuss recent developments in the peer -to-peer lending indust ry in
China, such as lending platform bankruptcies or failures in the last year, and any resulting

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 3

 negative impact on China’s online consumer finance marketplace industry in general.
Alternatively, if you do not believe these developments are material, pl ease tell us why.

The facilitation of loans through our marketplace . . . , page 30

10. Please revise to clarify whether in the past you have been subject to any material fines or
other penalties under any PRC laws or regulations that prohibit illegal fund raising.

Dilution, page 58

11. Please revise the first sentence of the first paragraph to state that your interest will be
diluted to the extent of the difference between the initial public offering price per ADS
and the company’s pro forma, as adjusted net tangible book value per ADS after giving
effect to (i)  the automatic conversion of our preferred shares into ordinary shares, and
(ii) this offering.   In addition, state that dilution results from the fact that the initial public
offering price per ordinary  share is substantially in excess of the pro forma, as adjusted
net tangible book value per ordinary share attributable to the existing shareholders for the
company’s outstanding ordinary shares.

12. Please revise the first sentence of the second paragraph to state that the company’s net
tangible book value as of December 31, 2014 was approximately US$ (28.417) million or
US$ (1.8) per ordinary share as of that date and US$ ___ per ADS.   In addition, define
pro forma, as adjusted net tangible book value per o rdinary share.

Enforcement of Civil Liabilities, page 60

13. Please revise your discussion under this heading as follows:

 We note your reference to your PRC legal counsel, Haiwen & Partners.   Please
include discussion of the PRC, including whether sharehol ders may originate actions
in the PRC based on U.S. securities laws and whether a treaty or reciprocity exists
between the PRC and either the U.S. or the Cayman Islands; and

 The disclosure should cover all material jurisdictions as necessary, for example,  Hong
Kong and the British Virgin Islands.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Effectiveness of Our Proprietary Credit Assessment Technology, page 69

14. We note your disclosure that you “have made and will continue to make substantial
investment” in research and development activities.  Please include the quantified
disclosures required by Item 5.C. of Form 20 -F regarding your research and development
activities.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 4

Key Components of Results of Operations , page 69

15. Please revise to provide a discussion of the revenues recognized from upfront fees and
account management fees for the periods presented.

16. We note that the number of loans facilitated increased in excess of 100% during fiscal
2014 and that th ere was not a similar increase in transaction and service fees recognized
during the same period.  So that the reader has a better understanding of the correlation
between loans facilitated and the amount of transaction and service fees recognized,
please revise to provide a discussion of the amount and types of fees recognized on each
loan (e.g. , based on type or maturity) and whether there are any differences in the fees
charged during the loan facilitation process.

17. Please revise to disclose in tabular format, for each period presented, the composition of
the loans facilitated by type or maturity or borrower or  any significant barometer the
company utilizes to evaluate and analyze its operations.  The average interest rate for
each of the loans facilitat ed should be presented for each period presented in order to give
the reader a more enhanced understanding of the company’s business operations.

18. The company should also provide similar type loan information in regard to its micro -
lending operations.

Operating expenses, page 70

19. We note the increase in servicing expenses recognized in 2014 in comparison to 2013
due, in part, to the increase in data verification costs on longer term loans.  So that the
reader has a better understanding of the maturity le ngth of the loans, please revise to
provide adequate discussion of the maturity length of the loans facilitated in these
respective periods identifying the types of loans that are considered to be larger, longer
term loans.

20. Please revise to address the increases recognized in the different types of sales and
marketing expenses during 2014 in comparison to 2013.

21. Please revise to address the increases recognized in the different types of general and
administrative expenses during 2014 in comparison to 201 3.

PRC, page 72

22. Please revise to disclose how the implementation of the VAT programs has impacted the
disclosure presentations in the financial statements.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 5

 Critical Accounting Policies

Safeguard Program, pages 73 -74

23. We note your statement that at loan inception and upon subsequent loan repayments, a
certain percentage of the amount is collected and segregated by the company in a
restricted cash account.  Please expand the disclosure here and in Note 2 –Summary of
Significant Accounting Policies – (n) Safeguard Program to state how you determine this
percentage as well as the amount of the percentage.

24. Reference is made to the fourth sentence of the second paragraph.  Please revise to state
that the ASC Topic 450 component (not ASC 50) is a contingent  liability, determined on
a pool basis, representing the obligation to make future payments under the Safeguard
Program.

25. Please tell us how the company determines the fair value of the receivables and payables
associated with the Safeguard Program.  In ad dition, please revise to provide a
rollforward of the activity within the Safeguard Program which includes beginning
balances, additions, reductions due to payouts, fair value adjustments and the ending
balances for each of the periods presented.

Business

Borrowers, page 97

26. Please revise the last paragraph on page 97 to disclose whether the credit diligence and
verification performed by your network of data verification centers has shown significant
instances of invalid information provided by po tential borrowers and the procedures the
company takes once it identifies instances of invalid information.

Our Network of Facilities, page 99

27. We note that you intend to expand to 240 data verification centers in 150 cities in China
by 2019.  Please revi se to quantify, to the extent you are able, the estimated funds
necessary to finance your expansion plans .

Proprietary, Advanced Technology Platform, page 99

28. Please disclose whether a loan facilitated on your platform would show up on a
borrower’s credit report.  Also please revise to clarify whether you allow borrowers to
hold more than one loan at a time.  If multiple loans are possible, please tell us what
consideration you have given to adding a risk factor disclosing that your business model
could allow for borrowers to borrow money from one group of lenders to pay off notes to
other lenders.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 6

Credit Scoring, page 100

29. We note your disclosure regarding you r use of a proprietary credit scoring algorithm to
assess the creditworthiness of potential borrowers and that each of your  “algorithms score
potential borrowers into three principal score regions with four groups per region.”
Please revise to:

 disclose any minimum criteria that a potential borrower must reach in order to qualify
for each of the three principal score regions;

 disclose the amounts of loans originated in each principal score region  at the e nd of
each period presented;

 discuss how these three principal  scores relate to the likelihood of loss relative to each
region; and

 clarify whether any of the loan scores/regions would be considered to be non -prime.

30. We note your disclosure that your credit scoring algorithms “produce scoring decisions
based on hundreds of data variables.”  Please expand your discussion to identify the
material data variables that impact a potential borrower’s credit score.  As appropriate,
please provide illustrative examples to explain how variations in material data points may
affect, either favorably or unfavorably, a potential borrower’s credit score.

31. Please revise to discuss the liability that the company assumes, if any, if it fails to
correctly assign a credit  score to a particular borrower.  If applicable and to the extent
material, please revise to discuss any liabilities that you have incurred in the past as a
result of assigning an incorrect score to a particular borrower.

Automated Decisioning, page 101

32. Please revise to clarify whether a borrower whose loan request has been declined is
prohibited from applying again.  If this is not the case, disclose whether there is a risk
that a borrower could apply again using different self -reported/unverified inform ation and
be approved.

Strategic Cooperation Agreements, page 101

33. Please disclose in greater detail the material terms and conditions of the Strategic
Cooperation Agreements that you entered into with each of Tencent and Baidu.  Please
also file the agre ements as exhibits to the registration statement or provide us an analysis
supporting your determination that you are not required to do so.  See Item 601(b)(10) of
Regulation S -K for additional guidance.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 7

Safeguard Program and Account Management Services,  page 103

34. We note the disclosures relating to the Safeguard Program.  Please revise to more clearly
explain the disclosures as it relates to the Safeguard Program and the payment of funds to
the respective investor “when funds are available” and “to the extent funds are available.”
Further, if adequate funds to repay the investor are not available within the program,
address whether the company is liable for these amounts and how this is considered in the
determination of the fair value of the individual  and overall payables at each reporting
period.

35. Please discuss whether there are any circumstances under which a delinquent borrower’s
payment schedule may be modified.

Regulation, page 106

36. Please revise your discussion under this heading as follows:

 Include further discussion of the Guidelines that you may not be in full compliance
with referenced under “Regulations Related to the Marketplace Lending Industry, ” on
page 106.   We note also your reference on page 31, that “[you] believe” our
marketplace do es not violate PRC laws and regulations prohibiting illegal
fundraising. Please ensure that your PRC opinion includes a corresponding
assessment; and

 Revise your discussion of the Provisions on Guiding Foreign Investment and the 2015
revision of the Catal ogue of Industries for Guiding foreign Investment under
“Regulations Related to Company Estab lishment and Foreign Investment ,” on page
108, to make clear the category of your various businesses.

Management, page 115

37. Please elaborate to explain the function s of the advisory board, the specific
responsibilities of the advisory board members and the frequency of advisory board
meetings.

Board of Directors, page 118

38. Please revise to disclose the information required by Items 6.C.1 and 6.C.2 of Form 20 -F.

Principal Shareholders, page 125

39. Please revise to identify the natural person(s) with voting or dispositive power over the
shares owned by DLB CRF Holdings, LLC.

Dr. Zane Wang
China Rapid Finance Limited
October 23, 2015
Page 8

Shares Eligible for Future Sale

Lock -Up Agreements, page 150

40. Please briefly describe the “certain exceptions” to the lock -up agreements.

Notes to Financial Statements

Note 2. Summary of significant accounting policies

(i) Fair value measurement, pages F -9 – F-10

41. Please revise to provide the disclosures required  by ASC 820 -10-50-1 for each of the
assets and liabilities measured at fair val