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August 18, 2023

VIA CORRESPONDENCE

Jimmy McNamara

Jennifer Thompson

William Schroeder

John Spitz

Robert Arzonetti

Tonya Aldave

Division of Corporation Finance

Office of Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Fanhua Inc.

Amendment No. 1 to the Annual Report on Form 20-F

Filed May 22, 2023

Annual Report on Form 20-F

Filed April 25, 2023

File No. 001-33768

Dear Mr. McNamara, Ms. Thompson, Mr. Schroeder, Mr.
Spitz, Mr. Arzonetti and Ms. Aldave:

This letter sets forth the response
of Fanhua Inc. (the “Company”) to the comments contained in the letter dated July 28, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for
the fiscal year ended December 31, 2022 originally filed with the Commission on April 25, 2023 (the “Form 20-F”), and was
amended by the Amendment No. 1 to the Form 20-F filed with the Commission on May 22, 2023.

For ease of review, we have set
forth below each of the numbered comments of the Staff’s letter and the Company’s responses thereto.

Annual Report on Form 20-F

Item 5. Operating and Financial Review and Prospects,
page 76

 1. Please revise your Operating and Financial Review and Prospects section in future filings to discuss
your financial condition and changes in financial condition for each of the periods presented as required by Item 303(a) of Regulation
S-K. Please also refer to the instructions to Item 5 of Form 20-F and SEC Release Nos. 33-6835 and 33-8350.

In response to the Staff’s comment, the
Company will disclose the discussion of our financial condition and changes in financial condition for each of the periods presented in
future filings substantially in the same form as follows, with the added disclosure underlined and the removed disclosure crossed out
for ease of reference:

Discussion of Certain Balance Sheet Items

The following table sets forth certain selected
consolidated balance sheets data as of December 31, 2021 and 2022.

    As of December 31

    2021
    2022

    RMB
    RMB
    US$

    (in thousands)

    Selected Consolidated Balance Sheets Data

    ASSETS:

    Short term investments
      870,682
      347,754
      50,420

    Other receivables, net
      60,755
      231,049
      33,499

    Other current assets, net
      39,947
      419,735
      60,856

    Contract assets, net of allowances
      263,425
      273,954
      39,720

    Contract assets - non-current, net of allowances
      192,114
      385,834
      55,941

    Investments in affiliates
      335,808
      4,035
      585

    Total assets
      3,242,118
      3,089,516
      447,938

    LIABILITIES AND EQUITY:

    Short-term loan
      —
      35,679
      5,173

    Accrued commissions
      41,837
      74,432
      10,792

    Accrued commissions – non-current
      97,869
      192,917
      27,970

    Total liabilities
      1,281,756
      1,358,185
      196,918

    Total equity
      1,960,362
      1,731,331
      251,020

    Total liabilities and equity
      3,242,118
      3,089,516
      447,938

Short-term investments

Short-term investments mainly
consist of bank financial products, trust products and asset management plans. As compared with the balance as of December 31, 2021, short-term
investments as of December 31, 2022 decreased by RMB522.7 million, mainly due to a decrease in purchasing of bank financial products as
a result of a decline in expected rate of return on such investment products.

Other receivable, net

Other receivable mainly
represented advances to staffs or entrepreneurial agents of the Group for daily business operations, rental deposits and advances to third
parties. As compared with the balance as of December 31, 2021, other receivables as of December 31, 2022 increased by RMB170.3 million,
mainly due to (i) term-loan to Sichuan Tianyi Real Estate Development Co., Ltd. (“Sichuan Tianyi”), a third party real estate
developer, of RMB80.0 million in principal and corresponding interest receivable of RMB3.4 million as of December 31, 2022. The loan is
guaranteed by the ultimate controlling owner of Sichuan Tianyi, whom is jointly liable, with an interest rate of 7.2% per annum; and (ii)
term-loan to Shenzhen Yingxin Asset Management Co., Ltd. of RMB100.0 million as of December 31, 2022, with an interest rate of 7.3% per
annum. As of December 31, 2022, the interests accrued have been paid. These loan receivables are expected to be settled within one year.

Other current assets, net

Other current assets represent
prepayment to third parties. As compared with the balance as of December 31, 2021, other current assets as of December 31, 2022 increased
by RMB379.8 million, mainly due to prepayments of RMB390.0 million in a short term investment in a limited partnership project. As the
Company has not yet been registered as Limited Partner legally as of December 31, 2022, the Company recorded the payment as other current
assets instead of short term investments.

    2

Contract assets, net of allowances

Contract assets consist
of (i) amount derived from estimated renewal commissions and (ii) initial commissions earned in relation to policies that are still in
the hesitation period as of December 31, 2021 and 2022. The Company presents contract assets to be reclassified to accounts receivable
within the next twelve months and after the next twelve months as current contract assets and non-current contract assets separately in
the consolidated balance sheets as of December 31, 2021 and 2022, respectively. As compared with the balance as of December 31, 2021,
the total balance of contract assets including both current and non-current portion as of December 31, 2022 increased by RMB204.2 million,
mainly due to an increase of RMB229.2 million arising from selling new polices and cumulative catch-up adjustments to revenue that affect
the corresponding contract asset amounting RMB238.5 million arising from a change in estimated variable consideration on an ongoing basis,
which are offset by a decrease of RMB263.4 million when the Group’s right to commissions earned becomes unconditional.

Investments in Affiliates

Investment in affiliates
represents equity investments with significant influence by the right to nominate one board member in the investees. As of December 31,
2022, the balance of investment in affiliates decreased by RMB331.8 million as compared with the balance as of December 31, 2021, after
the Company completed the distribution of 252,995,600 ordinary shares of one of the investees, CNFinance Holdings Limited, or CNFinance,
to its shareholders on a pro rata basis on June 28, 2022. As a result of the share distribution, the Company’s equity interest in
CNFinance decreased from approximately 18.5% to approximately 0.01%. Upon the completion of the distribution, the Company ceased to account
for the remaining equity investment in CNFinance using equity method as the Company no longer has significant influence over this investee.

Short-term loan

Short-term loan represented
borrowings made by the Company’s subsidiaries from financial institutions in mainland China and were repayable within one year.
The balance of short term loan as of December 31, 2022 increased by RMB 35.8 million as compared with the balance as of December 31, 2021,
mainly due to a newly raised bank loan from a commercial bank in China in 2022 which bears an interest rate of 4.5% per annum.

Accrued commissions

Accrued commissions represented
costs related to estimated renewal commissions. The Company presented estimated renewal commission costs to be paid within the next twelve
months and after the next twelve months as current accrued commissions and non-current accrued commissions separately in the consolidated
balance sheets as of December 31, 2021 and 2022, respectively. As of December 31, 2022, the balances of current and non-current accrued
commissions increased by RMB32.6 million and RMB95.0 million, respectively, as compared with the balances as of December 31, 2021. The
increase was mainly due to a comprehensive impact of increased estimated renewal commission cost for new policies sold during 2022 and
cumulative catch-up adjustments to estimated variable commissions accrued as a result of declining constraint percentage applied on an
ongoing basis.”

    3

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 124

 2. We note your statement that you reviewed the Company’s register of members and public filings
with shareholders, including the Schedule 13D/A filed jointly by Sea Synergy Limited and Mr. Yinan Hu on December 23, 2022 and the Schedule
13G/A filed by Bank of America Corporate Center on February 14, 2023, in connection with your required submission under paragraph (a).
Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third
party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion
of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).

Response:

Ownership and/or controlling
financial interest held by governmental entity of mainland China with respect to the Company

In connection with the required
disclosures under paragraphs (a) and (b)(3) of Item 16I with respect to the Company, the Company respectfully submits that it relied on
the beneficial ownership schedules, namely, the Schedule 13Gs, Schedule 13Ds and the amendments thereto, filed by the Company’s
major shareholders. Because such major shareholders are legally obligated to file beneficial ownership schedules with the Commission,
the Company believes such reliance is reasonable and sufficient. Based on the examination of the Schedule 13Gs, Schedule 13Ds and the
amendments thereto filed by the Company’s major shareholders, other than Mr. Yinan Hu and Sea Synergy Limited, no shareholder beneficially
owned 5% or more of the Company’s total outstanding shares as of March 31, 2023.

Mr. Yinan Hu is the chief executive
officer and chairman of the board of directors of the Company. Additionally, Sea Synergy Limited is 100% held by a family trust, of which
Mr. Yinan Hu is the settlor and co-beneficiary. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr.
Yinan Hu may be deemed to beneficially own all of the shares of the Company held by Sea Synergy Limited. In addition, based on the examination
of the Schedule 13G/A filed by Bank of America Corporation (NYSE: BAC) on February 14, 2023, Bank of America Corporation beneficially
owned 4.9% of the Company’s total outstanding shares. The 2023 Proxy Statement filed on March 8, 2023 indicates that other than
Warren E. Buffett/Berkshire Hathaway Inc., BlackRock, Inc. and The Vanguard Group, no shareholder beneficially owned more than 5% of the
outstanding shares of common stock of Bank of America Corporation as of December 31, 2022. Based on the foregoing, Bank of America Corporation
is not owned or controlled by governmental entities in mainland China.

Furthermore,
the Company has reviewed its register of members as of March 31, 2023, which indicates that its shareholders consisted of: (i) J.P. Morgan
Chase Bank, N.A., (ii) a natural person shareholder and entities owned or controlled, directly or indirectly, by certain natural persons
who are members of the management and key employees of the Company, and (iii) certain other institutional shareholders, each holding
less than 5% of the Company’s shares.

 ● J.P.
Morgan Chase Bank, N.A. is the depositary of the Company’s ADSs and acts as the attorney-in-fact for the ADS holders. It would
present an undue hardship for the Company to verify the background of each ADS holder due to the large number of such holders, and the
Company could only rely on the beneficial ownership schedules filed by the beneficial owners of 5% or more of the Company’s shares.
As discussed above, based on the beneficial ownership schedules, no governmental entities in mainland China or the Cayman Islands own
shares of any of the beneficial owners of 5% or more of the Company’s shares.

 ● The
natural person shareholder is a former executive officer of the Company and holds 16 ordinary shares of the Company. The Company further
confirms that no governmental entities in mainland China or the Cayman Islands has any interest in any of the entities owned or controlled,
directly or indirectly, by certain natural persons who are members of the management or key employees of the Company.

    4

 ● In
terms of certain other institutional shareholders, based on the Company’s review of their websites, to the Company’s knowledge,
no governmental entities in mainland China or the Cayman Islands own shares of any of the institutional shareholders, with the exception
of Hongkong Chiho Limited, which is a minority shareholder of the Company. Hongkong Chiho Limited is a company incorporated in Hong Kong
and held 0.3% of the total outstanding shares of the Company. It is wholly-owned by China’s state-owned enterprises.

Based
on the foregoing, the Company has determined that with the exception of Hongkong Chiho Limited, it is not owned or controlled by governmental
entities in mainland China, and that the governmental entities in mainland China do not have a controlling financial interest
in the Company.

Ownership held by governmental
entity of Cayman Islands with respect to the Company

In connection with the required
disclosures under paragraph (b)(2) of Item 16I with respect to the Company, based on the analysis above, to the Company’s knowledge,
no governmental entities in the Cayman Islands own any shares of the Company.

Ownership and/or controlling
financial interest held by governmental entities in applicable foreign jurisdictions with respect to the Company’s consolidated
foreign operating entities, including variable interest entities

In connection with the required
disclosures under paragraphs (b)(2) and (b)(3) of Item 16I with respect to the Company’s consolidated foreign operating entities,
including variable interest entities, the Company respectfully submits that it conducts operations through (i) operating subsidiaries
in which it has equity ownership and (ii) contractual arrangements with the variable interest entities and their respective subsidiaries,
all incorporated in mainland China. The variable interest entities are Shenzhen Xinbao Investment Management Co., Ltd., or Xinbao Investment,
and Fanhua RONS (Beijing) Technologies Co., Ltd., or Fanhua RONS Technologies, which we collectively refer to as the “consolidated
VIEs” in this submission.

Exhibit 8.1 to the Form 20-F
sets forth a list of subsidiaries and the consolidated VIEs and their subsidiaries, being the Company’s consolidated operating entities
incorporated in various jurisdictions. The jurisdictions in which those consolidated foreign operating entities are incorporated are Cayman
Islands, British Virgin Islands, Hong Kong, and mainland China. Except for the operating entities as discussed below and the consolidated
VIEs and their subsidiaries, the Company holds 100% equity interests in each such consolidated foreign operating entity.

In terms of (23) Hunan Fanhua
Insurance Agency Co., Ltd., (24) Zhongrong Smart Finance Information Technology Co., Ltd., or Zhongrong Smart, (27) Jilin Zhongji Shi’an
Agency Co., Ltd., (28) Wuhan Taiping Online Insurance Agency Co., Ltd., and (31) Fanhua Insurance Surveyors & Loss Adjustors Co.,
Ltd., or FISLA as set out in Exhibit 8.1, the Company holds 77%, 53.44%, 51%, 51%, and 44.7% equity interests in each such operating entity,
respectively. The remaining equity interests of eac