SecProbe.io

Mail Stop 4720

May 4, 2017

Zhou Xinming
Chief Executive Officer and Director
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’ s Republic of China

Re: Hexindai Inc.
Draft Registration Statem ent on Form F -1
Submitted April 7, 2017
  CIK No. 0001702318

Dear Mr. Zhou :

We have reviewed your 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 st atement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment 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. Please p rovide us with copies of the agreements that you enter into with various
counterparties during the transactional process, including investor agreements,
borrower agreements and any other specific agreements you may enter into (i.e ., risk
reserve, cash incentives, guarantee or other programs).  The requested information
should be filed as EDGAR correspondence or, alternatively , should be sent in paper
form accompanied by a cover letter indicating that the material is being provided
pursuant to Securities Act Rule 418 and that such material should be returned to the
registrant upon completion of the staff review process.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 2

 2. Pleas e supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act , whether or not they retai n copies of the communications.

3. Please provide us with copies of any graphics, maps, photographs, and related
captions or other artwork including logos that you intend to use in the prospectus.
Such graphics and pictorial repre sentations should not be included in any preliminary
prospectus distributed to prospective investors prior to our review.

4. Please revise disclosure throughout the prospectus to provide information b ased on
the minimum and maximum offering  amount, such as the capitalization and dilution
tables on pages 62 and 63.  In addition, please revise the prospectus cover page to
briefly disclose the underwriting arrangements, including without limitation:

 The top of the cover page, where you disclos e the amount of ADSs representing
ordinary shares being offered, to also disclose the minimum amount of shares that
must be sold for the offering to close; and

 Disclose the date the offering will end and the escrow arrangements, including
provisions for t iming of return of funds to investors if the minimum offering
proceeds are not received.

Refer to Item 501 of Regulation S -K.

Prospectus Summary, page 1

Overview

5. You state that you leverage the “nationwide physical networks” of your offline
cooperati on partner, Hexin Group, which had a total of “99 branches in 20
provinces ” across China as of December 31, 2016.  However, we also note your
disclosure on pages 72 and 118 that:

 60 of the 99 physical branches are operated by Hexin Financial Information,
which is focused on secured loans;

 As of December 31, 2016 , 6.6% of the total outstanding amount of loans
facilitated on your marketplace were attributed to secured loans , while 93.4% of
such loans were attributed to unsecured credit loans; and

 You will focus on unsecured credit loans in the future.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 3

 In light of your business strategy going forward, please balance your disclosure by
clarifying the extent of the nationwide physical network that you intend to leverage for
acquiring borrowers offline.

Summary Historical Financial Information of our Company, page 9

6. We note on page 10 your presentation of summary operating data, which are
presented in RMB’000.  Please revise the table to also disclose the data in U.S.
dollars.  This information should be pr ovided throughout the document for
consistency purposes.

7. We also note your presentation of “Gross billing amount (net of VAT)” and “Gross
billing ratio (net of VAT),” which differs from the revenue recognized in the time of
recognition  under U.S. GAAP.   Tell us if you consider these to be non -GAAP
financial measures, and if so, please revise to clearly label them as non -GAAP
financial measures, explain how management uses such measures, why they are
useful to investors and any limitations to its use, and i nclude a reconciliation to the
most directly co mparable GAAP financial measure  as required by Item 10(e)(1)(i)(B)
of Regulation S -K.

8. Please clarify how you account for this  diffe rence between the gross billing amount  and
the amount of  revenue recognized i n your financial statements, including whether you
recognize any portion as deferred revenue.

9. We also note that you present the number of borrowers by credit loan transactions
and secured loan transactions, but only present the total number of investors.  Please
revise to disaggregate the total investors by credit loan and secured loan transactions
as well.  In addition, tell us and clarify whether there are any borrowers that could
overlap and be included as both a credit loan and secured loan borrower in  your
table.

Risk Factors

Our new third -party insurance arrangements may not be sufficient . . .  , page 16

10. We note that in January 2017, you entered into a framework agreement with Changan
Insurance to provide insurance to investors covering the risk of borrowers' non -
payment, effective February  1, 2017.  Please revise elsewhere in the prospectus, such
as your Business section , to describe in greater detail the material terms and
conditions  of this agreement, including, without limitation, the material obligations
of the parties, the duration of the agreement and the material termination provisions.
Also please file this agreement as an exhibit to the registration statement.  See Item
601(b )(10) of Regulation S -K.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 4

 The voting rights of holders of ADS are limited by the terms of the deposit agreement . . . , page
55

11. We note this risk factor as well as the following risk factor describes the voting rights
associated with the ADSs.  Please rev ise these risk factors to make clear that as
discussed on page 157, under Cayman law and in your organizational documents,
you are not required to hold an annual general meeting for shareholders.

Use of Proceeds, page 59

12. You state that you intend to use the offering proceeds for marketing purposes, risk
management upgrades, anti -fraud and billing operations systems.  Please discuss the
priority and implementation of these uses based on whether you receive the
minimum, maximum, or other proceeds from your offering.  Refer to Part I, Item
3(C) of Form 20 -F for further guidance.

Corporate History and Structure, page 67

13. We note that in January 2017, you entered into a strategic cooperation agreement
with China Everbright Bank and integrated your asset custod y system with Jiangxi
Bank.  Please tell us the terms and nature of each of these arrangements.

14. We also note that you entered into a framework agreement with Changan Insurance
to provide insurance coverage to investors and transitioned from the risk reser ve
liability policy to the insurance arrangement.   Please address the following:

 Tell us and disclose whether all investors are automatically enrolled in the
insurance policy or whether they have the option to opt -in or opt -out.  If the
investors elect to  opt-out, is the Company required to provide a risk reserve
liability to that investor?

 Tell us whether Changan  Insurance has the option to deny insurance to any
particular borrower that they deem risky.  If so, then is the Company
required to provide a risk reserve liability to the investor for that borrower?

 Tell us and disclose whether you, the investors or the  borrowers are
responsible for payment of the pr emium on the insurance policy.

 Tell us and disclose whether you charge any fees to your customers or to
Changan relating to the insurance policy and if so, how you recognize those
fees in your financial stat ements.

 Tell us whether Changan Insurance is a related party.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 5

 15. We note your diagram illustration of the corporate structure immediately upon
completion of this offering on page 68; however, we do not see a box for the public
shareholders ownership percentage after completion of the offering.  Please revise
the charts to show the corporate structure immediately before and after completion
of the offering, including the ownership percentage of the public shareholders upon
completion.

Our Relationship  with Hexin Group, page 7 1

16. We note that you utilized a centralized treasury function with Hexin Group from
inception up to March 2016  with all of your cash flows being managed through the
bank accounts of Hexin Information and Hexin Financial Information .  On January
12, 2017 , you separated your treasury function from the Hexin Group.  Please
address the following:

 Tell us how cash was managed and what treasury function you used between
March 2016 and January 2017 .

 Tell us how cash flows were monitored for the historical periods to
determine the amount of cash reported by Hexindai Inc. at each reporting
date.

 Was there a signed and written agreement in place governing the terms of the
centralized treasury function ?  As part of your response, tell us whether there
were any policies or agreements that restrict Hexin Group’s ability to use the
cash for their own operations.

 Tell us whether Hexin Group charged you an administrative fee for utilizing
their treasury fun ction.

17. We note that the net balance of funds, totaling approximately RMB 77.1 million was
the amount due to Hexin E -Commerce as of September 30, 2016.  Using the
September 30, 2016 period -end exchange rate of 6.6702 disclosed on page F -36, this
appears t o translate to $11.6 million U.S. dollars.  Please help us to reconcile this
amount to the related party due from Hexin Group of $9.3 million as of September
30, 2016 disclosed on page F -41.

18. We note that you have entered into a cooperation agreement with Hexin Group,
under which Hexin Information or Hexin Financial Information refers offline
borrowers to you for credit loans and secured loans.  Please tell us the substantive
terms of the cooperation agreement with Hexin Group, including the following:

 Tell us when you entered into the cooperation agreement and the period of
time the agreement covers (e.g. one year, five years, indefinite, etc.).

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 6

 Tell us whether the agreement is terminable by either party with or without
penalty.  If so, what steps need to  be taken for the termination to occur and
what is the penalty for violation of any terms?

 Tell us whether there are any other agreements or commitments in place
between Hexin E -Commerce and Hexin Group to fund the losses or expenses
of either party, such  as a loan agreement, equity pledge agreement or other?

19. Given the common control, business cooperation agreement and centralized treasury
function, provide us with your consolidation analysis of Hexin Group, including
whether Hexin Group is a variable int erest entity (VIE).

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 75

General

20. Please revise to discuss the changes in financial position for the periods presented.

Key Components of Results of Operations

Revenue, page 80

21. We note that you recognize loan management and post -origination revenues and that
the amount of post -origination fees charged depends on an investor’s membership
grade and can be modified or waived at management’s discretion.  Please tell  us and
disclose the range of fee rates (e.g. , as a percentage of loan amount) associated with
these revenue streams.  In addition, disclose the amount of post -origination fees that
have been waived during each period.

Critical Accounting Policies, Judgme nts and Estimates

Revenue Recognition , page 85

22. We note that you receive fees contingent on future events, such as penalty fees for loan
prepayment or late payment, fees for transferring loans and other management fees.
Please disclose your revenue recog nition policy for these fees contingent on future events
and whether you recognize a liability for these contingencies.  For example, tell us
whether they are recognized as revenue upon receipt of cash or once all contingencies
have been satisfied.

23. Please  tell us whether the Company has recognized a servicing asset or liability under
ASC 860 -50 related to your obligation to service the loans originated from your platform

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 7

 for your investors.   If you have not recognized a servicing asset or liability, please  tell us
why you do not believe that you should.

Cash Incentives Reward Program, page 86

24. We note that you provide both referral and promotional cash incentives to investors
and that those cash incentives provided are accounted for as a reduction of rev enue
in accordance with ASC 605 -50.  Please address the following:

 Disclose the amount of incentives paid to investors (e.g. , as a percentage of
total loan amount or other, etc.) and whether it applies to only one loan or
can be for several loans entered into by an investor.

 Tell us and disclose when the incentives are recognized as a reduction to
revenue (e.g. , at inception of  the loan, upon satisfaction of the terms, upon
redemption or amortized over the term of the loans).

 Tell us and disclose whether the incentives can only be used by the investors
at loan inception or at any point during the loan period.

 Tell us and discl ose whether you recognize an asset or liability for these
incentive programs.  If you do not, tell us why.

 Tell us whether the incentives issued to a customer in a period exceed the
amount of revenue recognized, and if so, tell us whether you recognize th e
excess amount as either a negative revenue or an expense.

Risk reserve liability , page 86

25. We note that, in accordance with your risk reserve liability policy, an amount equal to 1%
and 2% of the loan amounts of all secured loans and credit loans inclu ding the principal
and interest is set aside during a given period.  Please explain to us how you considered
Rule 5 -02 of Regulation S -X in determining it was not necessary to present these
amounts in a separate restricted cash line item.  Additionally, pl ease tell us what
consideration you gave to ASC 230 -10-45 in determining your cash flow presentation of
changes in restricted cash.

26. We note your accounting policy relating to the risk reserve liability and how it is equal to
1% and 2% of the loan amount s of all secured loans and credit loans including the
principal and interest.  Please address the following:

 Clarify  that your maximum obligation is limited to the balance of the reserve
liability reflected on your balance sheet.  If the maximum potential  obligation can
exceed the balance of your liability, disclose that fact.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 8

 Confirm our understanding that the 1% relates to the total amount of secured
loans and 2% relates to the total amount of credit loans.  In this regard, we refer to
language in your risk factor on page 16 stating tha