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    Simpson Thacher & Bartlett

    icbc tower, 35th
    floor

    3 garden road,
    central

    hong kong

    ____________

    telephone: +852-2514-7600

    facsimile: +852-2869-7694

    Direct Dial Number

    +852-2514-7620

    E-mail Address

    ygao@stblaw.com

August 4, 2023

    CONFIDENTIAL AND VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention:
    Mr. Austin Pattan

    Ms. Jennifer Thompson

 Re: Qudian Inc.

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed April 28, 2023

File No. 001-38230

Ladies and Gentlemen:

On behalf of our client, Qudian Inc., a company
organized under the laws of the Cayman Islands (the “Company”), we respond to the comments contained in the letter
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated
July 27, 2023 (the “July 27 Comment Letter”) relating to the Company’s annual report on Form 20-F for the fiscal
year ended December 31, 2022 filed with the Commission on April 28, 2023 (the “Annual Report”).

Set forth below are the Company’s responses
to the Staff’s comments in the July 27 Comment Letter. The Staff’s comments are retyped below in bold italic font for your
ease of reference. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Annual
Report. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its future annual reports
on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant factual updates and changes
in relevant laws or regulations, or in interpretations thereof.

michael
j.c.M. ceulen   marjory j. ding   daniel
fertig   adam C. furber   YI GAO   ADAM S. GOLDBERG   MAKIKO HARUNARI   Ian
C. Ho   JONATHAN HWANG   anthony d. king   jin hYUK park

kathryn  kING
sudol   christopher k.s. wong

resident
partners

simpson
thacher & bartlett, hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

    New
    York
    Beijing
    Brussels
    Houston
    LONDON
    Los
    Angeles
    Palo
    Alto
    SÃO
    PAULO
    TOKYO
    Washington,
    D.C.

Simpson Thacher & Bartlett

August 4, 2023
-2-
Division of Corporation Finance

U.S. Securities and Exchange Commission

Form 20-F for the Fiscal Year Ended December
31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 137

 1. We note your statements that none of your directors or officers are representatives of any government
entity in the PRC and none of the shareholders that beneficially own 10% or more of your total outstanding ordinary shares are controlled
by any government entity in the PRC in connection with your required submission under paragraph (a). Please supplementally describe any
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).

The Company respectfully advises the Staff
that the Company checked and confirmed with all of the Company’s directors and officers in order to confirm that none of these directors
or officers is a representative of any government entity in the PRC.

As to the Company’s shareholders
that beneficially own 10% or more of the total outstanding ordinary shares of the Company, namely, (i) Mr. Min Luo, the Company’s
founder, chairman and chief executive officer, and (ii) Qufenqi Holding Limited, a limited liability company established in the British
Virgin Islands and is indirectly wholly owned by a trust of which Mr. Min Luo and his wife are the beneficiaries, to the best of the Company’s
knowledge after checking and confirming with Mr. Min Luo, neither Mr. Luo nor Qufenqi Holding Limited is controlled by any government
entity in the PRC.

The Company did not rely upon any legal
opinions or third party certifications such as affidavits in connection with its required submission under Item 16I(a).

In connection with the required disclosures
under Item 16I(b)(2) and (3), as to the Company itself, the Company respectfully advises the Staff that the Company checked and confirmed
its register of members in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in the PRC or the Cayman
Islands owns any shares of the Company, and (b)(3) no governmental entity in the PRC has a controlling financial interest with respect
to the Company.

In connection with the required disclosures
under Item 16I(b)(2) and (3), as to the consolidated foreign operating entities, and as such disclosures have been revised and updated
pursuant to Comment 3 of the July 27 Comment Letter, the Company checked and confirmed the shareholdings of the consolidated foreign operating
entities in order to confirm that, to the best of its knowledge, (b)(2) no governmental entity in any of the PRC, the Cayman Islands,
the British Virgin Islands or Hong Kong owns any shares of any of the consolidated foreign operating entities, and (b)(3) no governmental
entity in the PRC has a controlling financial interest with respect to any of the consolidated foreign operating entities.

The Company did not rely upon any legal
opinions or third party certifications such as affidavits in connection with its required disclosures under Item 16I(b)(2) and (3).

Simpson Thacher & Bartlett

August 4, 2023
-3-
Division of Corporation Finance

U.S. Securities and Exchange Commission

 2. In order to clarify the scope of your review, please supplementally
describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating
entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships
on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether
you have relied upon third party certifications such as affidavits as the basis for your disclosure.

The Company respectfully advises the Staff
that the Company checked and confirmed with all of its directors, and all of the directors of its consolidated foreign operating entities,
in order to confirm that none of such members are officials of the CCP. In addition, the Company respectfully submits that, except for
the five directors of Beijing Happy Time Technology Development Co., Ltd., or Beijing Happy Time, namely Mr. Chao Zhu, Mr. Tianyu Zhu,
Mr. Li Du, Mr. Yahui Zhou and Mr. Yi Cao, none of its consolidated foreign operating entities has a director who is not a director or
employee of the Group. The Company has also checked with each of these five directors of Beijing Happy Time and all of these five directors
confirmed that they are not officials of the CCP. The Company did not rely upon third party certifications, such as affidavits, in connection
with its disclosure.

The Company further notes the following
points: There is no externally available public database or other reliable source that provides data on individuals’ leadership
roles within the CCP. The Company also has never received any written notice from the PRC government indicating that any of the Company’s
directors, officers or members of its senior management is a representative of a government entity in the PRC. Accordingly, the Company
believes that the steps it has taken to verify the information in its (i) submission required under paragraph (a), and (ii) disclosures
required under paragraphs (b)(2) and (3) of the Annual Report, including the inquiries to the directors, have provided sufficient confirmation
and comfort to support the conclusions presented in its disclosure.

Simpson Thacher & Bartlett

August 4, 2023
-4-
Division of Corporation Finance

U.S. Securities and Exchange Commission

 3. We note your statement that your consolidated foreign operating entities
are incorporated or otherwise organized in the PRC, which you define on page 1 of your Form 20-F as excluding Taiwan, Hong Kong and Macao.
We also note that your list of significant subsidiaries and consolidated variable interest entities in Exhibit 8.1 appears to indicate
that you have subsidiaries in Hong Kong and countries outside China. Please note that Item 16I(b) requires that you provide disclosures
for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures..

 · With respect to (b)(2), please supplementally clarify the jurisdictions
in which your consolidated foreign operating entities are organized or incorporated and provide the percentage of your shares or the shares
of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating
entities in your supplemental response.

 · With respect to (b)(3), (b)(4) and (b)(5), please provide the required
information for you and all of your consolidated foreign operating entities in your supplemental response.

In response to the Staff’s comment,
in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2023, the Company will revise its disclosures
under Item 16I(b), consistent with the updated disclosures set forth in Annex A.

*            *            *

Simpson Thacher & Bartlett

August 4, 2023
-5-
Division of Corporation Finance

U.S. Securities and Exchange Commission

If you have any question regarding the Company’s
responses to the Staff’s comments, please do not hesitate to contact me at +852-2514-7620 (work), +852-6588-7136 (mobile) or ygao@stblaw.com
(email).

    Very truly yours,

    /s/ Yi Gao

    Yi Gao

Enclosure:         Annex A

 cc: Min Luo, Chief Executive Officer

Yan Gao, Vice President of Finance

Qudian Inc.

Annex A

Comment 3

The Company is incorporated in the Cayman Islands.
The Group VIEs and other operating entities being consolidated in our financial statements, or the Group’s consolidated foreign
operating entities, are incorporated or otherwise organized in the PRC, the Cayman Islands, the British Virgin Island or Hong Kong.

To the best of our knowledge, no governmental entity
in any of the PRC, the Cayman Islands, the British Virgin Islands or Hong Kong owns any shares of the Company or any of the Group’s
consolidated foreign operating entities.

To the best of our knowledge, no governmental entity
in the PRC (i.e. the applicable foreign jurisdiction with respect to Ernst & Young Hua Ming LLP) has a controlling financial interest
with respect to the Company or any of the consolidated foreign operating entities.

None of the directors of the Company or any of the
consolidated foreign operating entities is any official of the Chinese Communist Party.

Neither the memorandum and articles of association
of the Company nor the articles of incorporation (or equivalent organizing document) of any of the consolidated foreign operating entities
contains any charter of the Chinese Communist Party.