SecProbe.io

CORRESP
1
filename1.htm

    May
    10, 2017

Pamela
A. Long Assistant Director

Office
of Manufacturing and Construction

Asia
Timmons-Pierce, Staff Attorney

Chris
Ronne, Staff Attorney

Tracie
Mariner

Terence
O’Brien, Accounting Branch Chief

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    China
    Internet Nationwide Financial Services, Inc.

    Amendment
    No. 1 to

    Draft
    Registration Statement on Form F-1 Submitted January 9, 2017

    CIK
    No. 377-01415

Dear
Mses. Long, Timmons-Pierce and Mariner and Messrs. O’Brien and Ronne,

On
behalf of our client, China Internet Nationwide Financial Services, Inc. , a foreign private issuer organized under the laws of
the British Virgin Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated May 1, 2017. Concurrently with the submission of this letter, the Company is submitting its
revised registration statement on Amendment No. 1 to Form F-1 (the “Revised Registration Statement”) and the related
exhibits via EDGAR to the Commission.

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Revised Registration Statement.

In
addition to the responses to the Staff’s comments, the Company has amended the Revised Registration Statement to (i) amend
the lower and upper limits of the offering, (ii) the offering price, (iii) update the corresponding changes to the Dilution and
Capitalization tables, (iv) incorporate comments from FINRA as regards the underwriter’s fees and expenses, (v) amend the
underwriter’s commission fees and other compensation and (iv) update the U.S. federal tax discussions.

*          *          *

Cover
Page

1.           Please
revise your cover page to disclose the escrow arrangements for this offering as required by Item 501(b)(8)(iii) of Regulation
S-K.

The
cover has been revised to disclose the escrow arrangements for this offering as required by Item 501(b)(8)(iii) of Regulation
S-K..

2.          Please
describe the remittance procedures, and also disclose how much time you expect the remittance procedures take to complete. Please
add a risk factor discussing the risk to the company of not completing the remittance procedures. Please further disclose what
you intend to do with the proceeds of this offering if the remittance procedures are not completed.

In
response to the Staff’s comments, we have amended the cover page and added an additional risk factor ,”Risk Factors
- Risks Related to Doing Business in the People’s Republic of China - . We must remit the offering proceeds to the PRC
before they may be used to benefit our business in the PRC, and this process may take a number of months.” to describe
the remittance procedure for remitting the offering proceeds into the PRC, how much time it is expected to take, the risk of not
being able to use the proceeds pending remittance of the proceeds into the PRC and the maintenance of the offering proceeds in
an interesting bearing account in the United States maintained by the Company pending remittance.

Use
of Proceeds, page 53

3.          Please
revise to include a table that specifies the amount of the proceeds that will be allocated for each purpose under each of the
minimum and maximum scenarios. Also describe how proceeds will be allocated if you raise an amount between the minimum and maximum
such that investors can understand management’s priorities for the use of your proceeds.

In
response to the Staff’s comments, a table has been included to specify specifies the amount of the proceeds that will be
allocated for each purpose under each of the minimum and maximum scenarios. Additionally, the Company has clarified that in the
event that it were to raise an amount between the minimum and maximum offerings, the percentage of net proceeds allocated for
each use as described in the “Use of Proceeds” section will remain unchanged.

Plan
of Distribution, page 140

4.          We
note your disclosure on the cover page that all funds will be returned to investors within one business day and your disclosure
on page 141 that all funds will be returned within five business days. Please reconcile these inconsistencies. Please file a copy
of your escrow agreement as an exhibit to your next amendment. See Item 601(b)(10) of Regulation S-K.

All
inconsistencies have been revised to provide that in the event the underwriters are unable to sell at least 2,000,000 ordinary
shares by August 31, 2017, all funds in the escrow account will be returned to the subscribers within five (5) business days without
interest or deduction in accordance with Section 2(d) of the Escrow Deposit Agreement between the Company, Boustead Securities,
LLC as representative of the underwriters and Signature Bank, the escrow agent. The Escrow Deposit Agreement is filed as exhibit
1.2 to the Revised Registration Statement.

Regulation
on Wholly Foreign Owned Enterprises and Foreign Investment Restrictions, page 103

5.          We
note loans referenced on page 25. If these loans were made by the WFOE, then please address the potential risk that the nature
of your business could be considered in the restricted category.

The
loans referred to on page 25 were not made by WFOE but by Sheng Ying Xin and the disclosure has been revised to clarify this.

6.          Please
clarify whether Beijing Yingxin Yijia Network Technology has already made its record-filing. Please address whether you expect
to be required to register or amend any prior registration under the Interim Measures for Record-filing Administration of the
Establishment and Change of Foreign-invested Enterprises. Consider including discussion in your risk factor section, as necessary.

When
Beijing Yingxin Yijia Network Technology Co., Ltd (the “WFOE”) was established, it obtained approvals from the relevant
branch of the Ministry of Commerce of the People’s Republic of China (the “MOFCOM”) and made its record-filing
with Beijing branch of the Administration for Industry and Commerce (the “AIC”) in accordance with the PRC laws then
applicable to the WFOE.

On
December 23, 2015, Hongkong Internet Financial Services Limited, the sole shareholder of the WFOE, obtained the Approval regarding
Establishment of Beijing Yingxin Yijia Network Technology Co., Ltd issued by Beijing Huairou branch of the MOFCOM. On December
24, 2015, the Beijing Municipal Government issued the Certificate of Approval for Establishments of Enterprises with Investment
of Taiwan, Hong Kong, Macao and Overseas Chinese in the People’s Republic of China to the WFOE (the “Certificate of
Approval”). This Certificate of Approval is filed as exhibit 3.20 to the Revised Registration Statement. On December 28,
2015, Mr. Jianxin Lin, as the legal representative of the WFOE, submitted the Certificate of Approval to the Beijing branch of
AIC, and on December 31, 2015, the WFOE obtained its business license (the business license was previously filed as exhibit 3.6
to the Registration Statement on Form F-1 filed with the Commission on April 17, 2017).

The
Interim Measures for Record-filing Administration of the Establishment and Change of Foreign-invested Enterprises (the “Interim
Measures”) were promulgated and came into effect on October 8, 2016. They were implemented to facilitate the establishment
of and changes in foreign-invested enterprises in China. The Interim Measures provide that for foreign-invested enterprises that
do not conduct any business in which foreign investment is prohibited or restricted by the PRC laws, certain matters relating
to the establishment of or changes in foreign-invested enterprises, such as changes in the company’s name, business term,
registered capital and articles, will only need to be record-filed rather than be subjected to the review and approval by the
relevant authorities.

According
to the Company’s PRC counsel, Han Kun Law Offices, as of the date of this response letter, the Interim Measures do not require
the WFOE to register, amend or record-file with the MOFCOM or any other authorities any of abovementioned approvals, registrations
and certificates as there had been to change in the WFOE.

However,
if there is any material change of the WFOE in the future, the WFOE will be required to file its changes with relevant branch
of MOFCOM in accordance with these Interim Measures.

Because
the Interim Measures simplify the procedures in connection with certain matters relating to the establishment of or changes in
foreign-invested enterprises, the Company does not see such simplification as an additional risk to the WFOE or the Company and
accordingly, additional risk factor discussion is unnecessary.

Exhibits

7.          Please
file copies of the executed Lock-up Agreement filed as exhibit 10.21 and lock-up agreements entered into with your directors,
executive officers and existing shareholders as exhibits to your next amendment. See Item 601(b)(10) of Regulation S-K.

An
executed copy of the Lock-Up Agreement with Mr. Jianxin Lin has been filed as exhibit 10.21 to the Revised Registration Statement.

8.          Please
file your tax opinion from Sichenzia Ross Ference Kesner LLP with your next amendment.

The
tax opinion from Sichenzia Ross Ference Kesner LLP is filed as exhibit 8.3 to the Revised Registration Statement.

If
you have any questions regarding the Revised Registration Statement, please contact the undersigned by phone at (212) 930 9700
or via e-mail at btan@srfkllp.com, the audit engagement partner at Marcum Bernstein & Pinchuk LLP, Rong Liu by telephone
at (646) 472 1879 or via email at rong.liu@marcumbp.com. Marcum Bernstein & Pinchuk LLP is the independent registered
public accounting firm of the Company.

    Very
    truly yours,

    /s/
    Benjamin Tan

    Benjamin
    Tan Esq.

    cc.
    Marcum
    Bernstein & Pinchuk LLP (Eric.Hu@marcumbp.com; rong.liu@marcumbp.com)

    China
    Internet Financial Services Inc. (1279253890@qq.com; 3120736696@qq.com)