SecProbe.io

Mail Stop 4720

December 18 , 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
Amendment No s. 1 and 2  to
Draft Registration Statement on Form F -1
Submitted December 2 , 2015  and December 9, 2015
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended draft registration statement s 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 submitting
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 am endment is appropriate, please tell us why in your response.

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. We note your response to comment 3.  Please provide supplementally a copy of Oliver
Wyman’s commissioned report with text cited in the document highlighted and cross -
referenced to the page(s) of your document where such information is cited.   To the
extent that you intend to provide the report pursuant to Securities Act Rule 418, it should
be sent in paper form accompanied by a cover letter indicating that the material is being

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 2

 provided pursuant to the rule and that such material should be returned to the registrant
upon completion of the staff review process.

2. We note your response to comment 4 and revised disclosure on page 109, which states
that your marketplace “currently serves EMMAs in China” and “currently enables
investors domiciled in China to invest in loans.”  Please explain to us in greater detail
whether you have protocols to ensure that your marketplace does not facilitate loan
transactions with borrowers or investors located in the United States.  For example,
please address in your respon se whether a PRC citizen transiently visiting the United
States would be prohibited from participating in loan transactions, either as a borrower or
a lender, on your platform via mobile devices or online.

Prospectus Summary, page 1

3. We note your disclosure on page 3, which indicates that “the average lifetime value of
your borrowers . . . will significantly exceed the acquisition cost per borrower.”  Please
provide your basis for such belief.   In this regard, it is unclear to us if the  information that
is provided on slide 36 in the written communication that you submitted supplementally
is consistent with such statement.

Risk Factors

Risks Related to the PRC Laws Regulating Our Business and Industry

Our operations may need to be m odifie d . . . , page 34

4. We note the disclosure that in July 2015, ten PRC central government ministries and
regulators, including the PBOC, the CBRC, the Ministry of Finance, the Ministry of
Public Security and the Cyberspace Administration of China, together released the
Guidelines, which identified the CBRC as the supervisory regulator for the online lending
industry.  According to the Guidelines, online marketplace lending platforms shall only
serve as intermediaries to provide information services to borrowe rs and investors, and
shall not provide credit enhancement services or illegally conduct fund -raising.   In
addition , you state that some elements of the company’s marketplace may not currently
be operating in full conformance with the Guidelines and the othe r principles that have
been announced in recent years.  For example, some of the company’s agreements with
third party payment companies may need to be amended with respect to the escrow
account arrangement to comply with the pending rules.   In addition, the  Guidelines and
other regulations do not have a clear definition of “credit enhancement service,” nor do
they address whether a marketplace lending platform’s affiliated enterprises could
provide a “credit enhancement service.”   To the extent that your Safeg uard Program is
classified as a “credit enhancement service” as such definition is clarified, and it is found
that affiliated enterprises of a marketplace lending platform cannot provide “credit
enhancement services,” the company may be required to make ma terial changes to the

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 3

 way in which they conduct business and as a result, its business may be materially
affected.   In this regard, address all the Guidelines and other principles of your online
lending industry and describe how you are in compliance.   If yo u determine that you are
not currently in compliance , tell us the impact on your business and how you considered
the requirements of ASC 450.

Risks Related to Our ADSs and This Offering

Because the initial public offering  . . . , page 50

5. Please revise the d isclosure in the third sentence to refer to September 30, 2015.

Dilution, page 63

6. We have reviewed your response to comment 11.   Please revise the disclosure in the
second sentence of the first paragraph to state that dilution results from the fact that t he
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 our presently outstanding ordinary shares.

7. We have revie wed your response to comment 12.   Please revise the disclosure in the first
sentence of the second paragraph to reflect the information presented in the September
30, 2015 financial statements where net tangible book value is US$ (56.077) million or
US$ (3. 45) per ordinary share.

8. Please revise the first sentence of the third paragraph to refer to the net tangible book
value after September 30, 2015.

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

Key Operating and Financial Metrics, page 75

9. Please revise to disclose the amount of loans generated and the loans outstanding by type
for each period presented.

Key Components of R esults of Operations, pages 77

10. We have reviewed your response to comment 15.  Please expand the disclosures to
specifically address, for the periods presented, the revenues recognized separately for
account management services provided for loan collections and those revenues
recognized for the administration of the S afeguard program.  In addition, please tell us
the types of services actually provided and how these revenue amounts are determined
for each of the different lending arrangements (i.e. , lifestyle, consumption and micro
lending).

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 4

11. In regard to lifestyle loan  lending arrangements, please revise to disclose the data that is
submitted for verification by the borrower prior to loan issuance.

12. Tell us whether any of the account management services or participation in the safeguard
program can be added after the l oan issuance and how the company accounts for these
changes.

13. Please revise to provide the reader with information addressing the types of loans
originated and the performance of these loans within the micro -lending business.  Your
disclosures indicate t hat such loans account for less than 1% of total assets at September
30, 2015; however , the allowance for loan losses increased significantly during 2015 in
comparison to prior periods presented.

14. We have reviewed your response to comment 16.  Please expand  the disclosure to
provide the average loan size for each period presented and provide disclosure of why the
transaction and service fees on loans did not increase in proportion to the total number of
loans similar to your response.

15. In regard to the increase in account management fees recognized in fiscal 2014 in
comparison to 2013, tell us the correlation between the interest income received by
investors and the level of management fees recognized by the company.  In addition,
disclo se whether there was a similar impact on 2015 account management fees
recognized.

16. Please revise to disclose the amount of lending transactions by loan type which generated
transaction fees upon successful loan matching.

 Operating Expenses, pages 79 an d 87

17. Please expand the disclosure to discuss the expenses associated with transaction fees for
each period presented.

Critical Accounting Policies

Revenue Recognition, page 81

18. Please revise to address the lending related services provided and your accounting for
these services as it relates to the micro -credit lending operations.

Safeguard Program, page 83

19. We have reviewed your response to comment 23.   Your disclosures indicat e that an
investor may be entitled to receive unpaid interest and principal under the terms of the

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 5

 safeguard program.  Please revise to expand the disclosures to address the following as it
relates to the safeguard program:

 how payment amounts due to an  investor for unpaid interest and principal are
determined;

 disclose when payments due to an investor are made and if they are based on level of
delinquency or some other triggering event;

 disclose if there is a cap and how this cap on payments made to an investor are  is
determined;

 disclose as to whether the company is liable for any delinquent interest or principal on
any one specific loan if there were not sufficient funds collected upfront or through
subsequent individual loan repayments;

 disclos e the percentage amount from each respective loan repayment which is segregated
into restricted cash;

 expand the disclosures to state when an investor would occur a loss; and

 disclose when an investor would incur a loss and tell us how you determined th e
maximum amount payable to lenders in relation to the existing loans at both December
31, 2014 and at September 30, 2015.

Recently Issued Accounting Standards, page 93

20. The staff notes that you discuss ASU 2014 -15 Presentation of Financial Statements -
Going Concern (Subtopic 205 -40) – Disclosure of Uncertainties about an Entity’s Ability
to Continue as a Going Concern twice.  Please revise, as applicable.

Business

Proprietary, Advanced Technology Platform

Credit Scoring, page 112

21. We note your revised disclosure in response to comment 29 that you “have not set any
specific minimum criteria (other than age) for considering a potential borrower.”  Please
revise to disclose the minimum age required of potential borrowers in your market place.

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 6

 22. We note your response to comment 31.  Please revise the prospectus to include disclosure
similar to that provided in the first sentence of your response (i.e., that the company does
not assume, and has not assumed, any liability for failing to co rrectly assign a credit score
to a particular borrower).

23. We note your statement that the focus of the company’s marketplace is application score
categories 1, 2, and 3 and that management intends to focus on and grow the base of
borrowers in applicatio n score categories 1, 2 and 3.   From your disclosure it appears that
these borrowers could be defined as “prime borrowers” vs. borrowers with application
score categories 6 and 7 , which you have defined to be comparable to sub -prime
categories in the U.S.  So that a reader has a better understanding of these borrowers,
please expand the filing to define what “prime borrowers” means in China vs. what we
define as “prime borrowers” in the U.S.

Financial Statements

Consolidated Balance Sheets as of December 31,  2013 and 2014, page F -3

24. Reference is made to Mezzanine Equity and Shareholders’ Deficit.  Please delete the
references to shares outstanding on a pro forma basis as of December 31, 2014.

Notes to Financial Statements

Note 2.  Summary of significant accounting policies

(n) Safeguard Program, page F -12 and Note (h) page F -39

25. Please revise your disclosures to describe, in more detail, the process used to calculate the
safeguard program liability.  Discuss how you develop the e stimated loss rates for your
targeted borrowers.  Describe how your historical charge -off rates and loss rates are
considered and how you determined that this was sufficient evidence to reasonably
estimate the reserve in light of your significant growth.  Y our disclosures should address
the quantitative and qualitative factors that influence your calculation

26. Tell us the amount of the contingent liability recorded under ASC 450 at each of the
periods presented.

Unaudited Interim Condensed Consolidated Fi nancial Statements

Notes to Unaudited Interim Condensed Consolidated Financial Statements

Note 2. Summary of significant accounting policies

(i)Revenue Recognition

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 7

Incentives to investors, page F -41

27. We note your statement that the Group provides incen tives to investors and that these
incentives are accrued as they are earned by the marketplace investors and are accounted
for as a reduction of revenue in accordance with ASC subtopic 605 -50.  In addition, you
state that when recording these incentives as a reduction in revenue results in negative
revenue for a marketplace investor on a cumulative basis, the cumulative shortfall is
deferred as management considers that it is probable future revenue from the customer
under the arrangement will exceed the cus tomer acquisition incentive.  In this regard ,
please address the following:

 How you determine whether cumulative negative revenue exists for a specific customer;

 How you considered the requirements of ASC 605 -50-45-9 for the recharacterization of
revenue as an expense; and

 How you determined that probable future revenue from the customer under the
arrangement will exceed the acquisition incentive.

We may have further comments based on your response.

Exhibits

General

28. We note that certain exhibits have not been filed in their entirety.  For example, Exhibit
4.1(d) and the disclosure schedule have been omitted from Exhibit 10.1, and Exhibit A
has been omitted from Exhibit 10.2.  These are only examples.  Please ensure that all
exhibits are filed in t heir entirety.

Exhibits 8.2 and 99.2. Opinion of Haiwen & Partners

29. We note that you have submitted a draft copy of the Opinion of Haiwen & Partners as
correspondence.  Please note that counsel may limit reliance on the opinion with regard
to purpose, but  not person.  Please have counsel revise the last paragraph of the opinion
to clarify that shareholders are entitled to rely upon the opinion of counsel.

Exhibit 10.6. Form of Advisory and Incentive Share Agreement

30. We note your response to comment 46 and the Form of Advisory and Incentive Share
Agreement filed as Exhibit 10.6.  Please file the final and executed versions of such
agreements, including all annexes and appendices thereto, as exhibits to the registration
statement or explain why you would not be in a position to do so.

Dr. Zane Wang
China Rapid Finance Limited
December 18, 2015
Page 8

Exhibit 23.4. Consent of Oliver Wyman Inc.

31. We note that the Consent of Oliver Wyman Inc. is undated.  Please file a currently dated
consent.  Refer to Item 601(b)(23) of Regulation S -K for guidance.

You may cont act Chris H arley at (202) 551 -3695 or Marc Thomas at (202) 551 -3452  if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Lin at ( 202) 551 -3552 or me at (202) 551 -3391  with an