SecProbe.io

Mail Stop 4720

April 19 , 2016

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 . 4 to
Draft Registration Statement on Form F -1
Submitted March 7, 2016
  CIK No. 0001346610

Dear Dr. Wang :

We have reviewed your amended 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 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 amendment is approp riate, 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.

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 2

 Summary Historical F inancial Information of our Company, page 13

1. We have reviewed your response to comment 5.  Please revise to separately disclose the
amount of restricted cash available for the Safeguard Program for lifestyle investors who
have opted -into the program and  the restricted cash associated the investors in the
consumption loans.

Risk Factors, page 16

2. You disclose that most of the growth in your business in 2015 was attributable to low fee
generating consumption loans.  However, the noted increasing growth in consumption
loans did not appear to translate into any revenues in 2015.  Please disclose the credit and
operating risks inherent in consumption loans and when you expect to commence
generating revenues and profits from your consumption loans.

Risks Related to Our ADSs and This Offering, page 48

3. We note the new disclosure on page 172 that parties to the deposit agreement waive their
right to trial by jury in any legal proceeding arising out of the deposit agreement or the
ADSs.  Please disclose that fact and the potential risks to investors in this section.

4. Please incl ude a risk factor that discloses  the risks that your directors, officers and
principal shareholders have substantial influence over the company or explain to us why
this is not a materi al risk to investors.

Dilution, page 64

5. Please tell us how you determined the net tangible book value of US$(1.61) as of
December 31, 2015.

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

Key Operating and Financ ial Metrics, page 76

6. We note from your table that all your key operating and financial metrics significantly
increased in 2015.  For example, lifestyle loans volume increased by 18%, however,
gross billings on transaction and service fee increased only by  9%.  We also note your
discussion on pages 76 to 80 of your results of operations including certain negative
trends such as the decrease in average rate of transaction fee by 2% due to better credit
quality borrowers and different loan product mix, and $0  revenue related to consumption
loans because of cash incentives in 2015.   You also state that your repeat borrowers tend
to increase their loan sizes with each subsequent loan and your repeat borrower rate went
from 10% in 2014 to 65% in 2015.  Please re vise to discuss the following in your

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 3

 disclosures:

 Why gross billings and revenue didn’t increase by the same rate or more as the increase
in volume of lifestyle loans considering the significant increase in repeat borrowers and
average account management  fee increase from 2014 to 2015; and

 Why the cash incentives related to consumption loans was higher than total revenue for
these loans considering cash incentives only apply when an investor lends to a new
consumption loan borrower and there was a signif icant increase in repeat borrowers in
total.

Key Factors Affecting Our Results

Average Annual Investment Return, pages 77 -78

7. We have reviewed your response to comment 7 and note your disclosure of the average
annual investment return on your marketplace throughout the filing. Given the difference
in costs included in the calculation of the annual investment return by loan product, for
example the Safeguard Program fee, please expand the disclosures to separately disclose
the average annual inv estment return on lifestyle loans and consumption loans for the
years ended December 31, 2013, 2014 and 2015.

Key Components of Results of Operations

Revenue, page 78

8. We have reviewed your response to comment 11. Please expand the discussion to
discl ose the amounts paid to the third party payment processors for the servicing of the
borrower payments on facilitated loans for the years ended December 31, 2013, 2014 and
2015.

Customer Acquisition Incentives, page 80

9. In regard to the consumption loans cash incentive program, please address the following:

 Revise to disclose the business purpose of this program as described in comment 25 and
whether the company intends to continue this program with the consumption lending line
of business;

 Clarify in the filing that these cash incentives are paid only when an investor invests in a
new consumption loan borrower;

 Disclose the timing when these cash payments are made to the investors;

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 4

  Clarify in the disclosures whether these investors have a  risk of loss in excess of the cash
incentives received and what is the average cash incentive; and

 Explain in greater detail how you determined that this was a cash incentive and not a
guarantee liability, and that there was no additional guarantee liabi lity for consumption
loans similar to the Lifestyle Loans Safeguard Program  considering the information
included in Article VI of the Consumption Loan Investor Legal Agreement.

Other income, net, page 81

10. Please address how the loss of the conversion o f the promissory note into preferred shares
was determined and the accounting treatment followed.

Critical Accounting Policies

Revenue Recognition, page 83

11. We have reviewed your response to comment 10 including the legal agreements related
to the life style loans and consumption loans.   We also note your disclosure on page 120
and response to comment 13 that investors of consumption loans may lend under
Haidong’s name, your micro -credit subsidiary that also funded consumption loans on
your behalf during 2014 and 2015.  Please address the following:

 Expand the disclosure on page 83 to state the legal rights or obligations the company, the
borrower and investor have related to the noted legal agreements similar to your
responses to the bullet points in you r response including a description of the obligation in
Article 3.13 of the Lifestyle Loan Investor Service Agreement.

 Tell us the amount of consumption loans where the investor lent directly to the borrower
compared when the investor lent under the name of your micro -credit subsidiary.

 Explain in greater detail how you determined that consumption loans lent in Haidong’s
name should not be recorded on your balance sheet considering the loans are issued in
your subsidiary’s name, it’s business is to lend a nd the legal rights of your subsidiary
described in Chapters 2, 5 and 6 of the consumption loan agreement.

 Explain how the last feature in Article 5 of the consumption loan agreement is accounted
for.

12. You disclose that revenue from management of the Safeguard Program is recognized
ratably over the term of the loan.  We also note your disclosure beginning on page 84
related to the accounting for the Safeguard Program and that you would recognize a
revers al of the related liability when you are released from the underlying risk. Please
clarify whether the revenue you refer to as being “from management of the Safeguard

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 5

 Program and recognized ratably over the loan” is the same as the reversal of the liabilit y.
If so, clarify this in your disclosure including that it is recognized only when released and
not ratably over the term and the line item in the financial statements where this revenue
is reflected.

Safeguard Program, pages 84 -85

13. We note your respo nse to comment 15 that the Safeguard Program contributions are not
refunded, however, if a lifestyle loan borrower were to repay in full early than you will
give them  an early -repayment credit from the Safeguard Program.  Please tell and revise
your filing  to disclose this feature, how it is accounted for (e.g. , a cash incentive netted
against revenue or expense related to the release of the liability), whether the investor
would also receive a refund for the portion of the Receivable they had repaid along w ith
the forgiveness of any outstanding receivable, and the amount of early -repayment credits
made during the three years presented.  Please also explain how you have the authority to
provide a borrower with an early -payment credit funded from the Safeguard Program
contributions, if the cash in that account is legally restricted to the benefit of investors.

14. We note your response to comments 7 and 10 in regards to your recognition of the
Safeguard Program liability under ASC 460 before recognizing revenue .  We also note
your disclosure on page 120 that the portion of the upfront fee paid by the borrower is
automatically transferred to the Safeguard Program, and presumably restricted cash, if the
investor has opted into the Program.  Last, we note your resp onse to comment 16 that as
of December 31, 2015 all investors of lifestyle loans originated on your platform have
opted into the Safeguard Program.  Please revise to disclose this information and tell us
your revenue recognition policy for lifestyle loans if an investor does not opt into the
Safeguard Program.

15. We note your disclosure that at loan inception you record a payable for the Safeguard
Program measured at fair value and subsequently you measure the payable in a
combination of two components that y ou refer to as the ASC 460 component and ASC
450 component.  You state that the ASC 460 component is determined on a loan -by-loan
basis, whereas, the ASC 450 component is determined on a pool basis.  Please explain
how you determined that the unit of accou nt was different at initial recognition than
subsequent measurement (i.e. loan -by-loan basis compared to both loan -by-loan and pool
basis).  We note that ASC 460 -10-25-2 and ASC 460 -10-30-3 states that at initial
measurement you consider both the noncontin gent and contingent aspect of the guarantee
and your response to comment 20 states that each lifestyle loan facilitated on the platform
and the related Safeguard guarantee represents a stand -alone arrangement.

16. You state that you recognize a Safeguard Prog ram receivable at loan inception if the
investor has opted into the Safeguard Program.  Please address the following:

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 6

  Tell us how you considered the fact that all the revenue from the investor is contingent as
described in your response to comment 7 when recording a receivable from the investor
for the Safeguard Program.

 Confirm that you do not recognize service fee revenue until the Safeguard Program
receivable is repaid, as suggested in your response to comment 12 that total consideration
from the inves tors is first allocated to the Safeguard Program liability.

 If all investor payments are not first applied to the receivable until it is repaid, then tell us
how you determine the amount to allocate to the receivable compared to service revenue.

 You disc lose on page 85 that collection from investors at an annualized rate of
approximately 1 -2% is also deposited into a restricted cash account.  Revise your
disclosures to clarify whether the collection of 1 -2% of the principal on an annualized
rate is the an nualized rate of the total Safeguard Program receivable due from investor at
loan inception or does it represent another amount and if so, explain.

17. We have reviewed your response to bullet point number 6 of our comment 15 and Article
7 of the Lifestyle Loan Investor Services Agreement. Please tell us where in the
Agreement the first -loss payout basis when the restricted cash balance under the
Safeguard program has reached $0 is described and where you would disclose to
investors prior to funding a new lo an that there is no cash in the Safeguard Program.  In
addition, provide an example of how the maximum repayment amount as described in
Article 7.1.2 and 7.1.3 is calculated .

 Allowance for loan losses, page 85

18. Please tell us whether the allowance for loan losses also covers the Safeguard Program
receivables and if so, revise to disclose.

Results of Operations, page 88

Revenue

19. Your discussion emphasizes the importance of gross billings and the changes therein
between the periods presented.  The incr ease in gross billings in 2015 in comparison to
2014 was due to the significant increase in consumption loans made during the year.
Thus, your discussion should also be revised to quantify and discuss the net revenues
recognized on both lifestyle loans an d consumption loans during the periods presented to
give the reader a clear understanding of the impact on operating results of entering into
the consumption loan business during 2015.

Dr. Zane Wang
China Rapid Finance Limited
April 19, 2016
Page 7

 Investors, page 113

20. We note your disclosure on page 113 that during  2015 you were accepted by Orchard
Platform Advisors, LLC, an United States company, which will allow you to source
institutional investors from their platform.  We also note you plan to increase sources of
lending capital to your marketplace both from wit hin China and internationally including
individuals as well as domestic and international institutions.  Please tell us whether you
had any borrowers or investors during 2015 that were located outside of China and
whether you have considered the regulatory  and accounting impact that international
borrowers and investors on your platform may have.

Credit Scoring, page 116

21. We note your tabular disclosure of default rates and the comparable FICO score for each
application score category on page 117.  We al so note your disclosure on page 77 that
your loan volumes and financial performance will continue to be dependent on your
ability to effectively evaluate potential borrowers’ credit profiles and forecast default
rates.  Please address the following:

 Explain how the actual overall default rates of 8.3%, 7.3% and 11.8% for the last three
years along with the average Safeguard Program contribution rates of 11%, 12% and 15%
represent an annualized default rate of 6 to 7%.

 Tell us and revise to disclose  how you determined the comparable FICO Score for each
category when there is no credit score standard similar to FICO in China.

 Revise to separately disclose in your filing either the annualized average default rate or
overall default rate of your consu mption loans.

Safeguard Program, page 120

22. We note your response to comment 16 that the aging and delinquency information of
Lifestyle loans is not directly related to the Company’s direct or potential liability for the
Safeguard Program.   However, we n ote from your disclosure here that the trigger for
interest or principal repayment to an investor under this Program is delinquency of a
borrower’s repayment obligation.   Given the relationship between the Lifestyle loans past
due status and the obligation  to make payments to an inv