SecProbe.io

Mail Stop 4720

June 9 , 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.
Amendment No. 1 to
Draft Registration Statement on Form F -1
Submitted May 25 , 2017
  CIK No. 0001702318

Dear Mr. Zhou :

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 appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Cover Page

1. We note your response to comment 4; however your revised disclosure is not fully
responsive to our comment.  As previously requested, please revise the prospectus cover
page to disclose the date the offering will end and the escrow arrangements, including
provisions for timing of return of funds to investors if the minimum offering proceeds are
not received.  Refer to Item 501 of Regulation S -K.

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 2

 Summary Historical Financial Information of our Company, page 9

2. In footnote (3) to the table, you state that you do not bill the borrower or investor
directly.   Please revise your disclosures to more cle arly state what this statement is in
reference to.

3. We note your response to comment 9 stating that you do not believe the
differentiation of investors by credit and secured loans is meaningful and your belief
that the more relevant consideration of the investor to be based on the expected
returns.  Please address the following:

 Given that secured borrowers must provide pledged assets under the terms of
their agreement but this is not provided under credit loans, tell us whether you
consider the investm ent risk to investors of secured loans to be the same as
credit loans and why you do not believe the differentiation in risk would be
meaningful to an investor.  In this regard, we refer to your disclosure on page
16 stating that investors may be exposed t o a higher risk of borrowers’ default
on credit loans due to the unsecured nature.

 To the extent that you consider the risk to be the same, help us reconcile that
with the fact that you appear to be have a higher APR on your credit loans
compared to your secured loans, which is disclosed on page 121.

 We note on page 16 that you have shifted your business focus from secured
loans to credit loans.  Given this significant shift in your business model, we
are reissuing our comment in part.  Please revise to d isaggregate the total
investors by credit loan and secured loan transactions as well.

Risk Factors

We may not be able to completely prevent fraudulent activity…., page 15

4. Tell us if you have historically experienced any fraud.  Tell us how you handled any
fraud in regards to your risk reserve liability and if your obligations to investors in
the instance of fraud extend beyond the reserve liability.  Tell us if your obligat ions
in regards to any fraud will be different under your agreement with Changan
Insurance.

Corporate History and Structure, page 68

5. We note your response to comment 13 stating that China Everbright Bank agreed to
extend loan credit to you.  Please revi se your disclosures to describe the material
terms (e.g., interest rate, commitment fee, term, etc.) and conditions of the loan credit

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 3

 as part of your discussion of Liquidity and Capital Resources on page 96.  Refer to
Item 303(a)(1) of Regulation S -K.

Our Relationship with Hexin Group, page 73

6. We note your response to comment 18 and the Business Cooperation Framework
Agreement with Hexin Financial Information and Hexin Information (collectively
“Hexin Group”) filed in Exhibit 10.1.  Please address the following:

 Tell us the purpose  for which Hexin Group was created and the variability it
was designed to create and pass along to its interest holders, and who
participated in the design of Hexin Group.

 Tell us the significant activities that most impac t the economic performance
of Hexin Group and how decisions are made over those activities, including
your consideration of decision making rights offered to Hexin E -Commerce
through  the business cooperation agreement (e.g., non -competition, scope of
busin ess, customer priority, consent rights, etc.).

 Tell us how the operations of Hexin Group have historically been financed
and capitalized.  In this regard, we refer to your response to comment 38
stating that the related party balances due from Hexin Group  represented, in
substance, interest -free intercompany borrowings.

 We note that Section 4 of the business cooperation agreement references a
non-competition period.  Tell us what will happen at the end of the non -
competition period, including whether Hexi n Group will continue to provide
the same services to Hexin E -Commerce or will they be allowed to compete
directly with Hexin E -Commerce?

 Tell us if there are any penalties for failure to comply with the non -
competition or any other terms (e.g. customer  referrals) of the agreement.

7. We also note from your response to comment 18 that the business cooperation
agreement with Hexin Group was entered into on March 17, 2017.  Tell us which
agreement, if any, dictated the terms of your arrangement with Hexin Gr oup prior to
March 17, 2017.  As part of your response, tell us how decision making authority was
allocated between Hexin Group and Hexin E -Commerce prior to having a signed
agreement.

8. We note your response to comments 18 and 19 stating that you do not c onsider Hexin
Group to be a variable interest entity and that the business cooperation agreement
was entered into among the parties at arm’s length. In addition, we note that Hexin
Group performs client referral and marketing services for Hexin E -Commerce for no

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 4

 fee under the business cooperation agreement and that no fee or interest was charged
relating to the centralized treasury function.  Tell us how you considered the terms of
these arrangements to be customary and commensurate with fees paid to a serv ice
provider under the guidance in ASC 810 -10-55-37.

9. We note that you expect to collect the balances due from Hexin Group from the
centralized treasury function in installments by September 30, 2017.  Tell us why it
was necessary for Hexin Group to pay y ou back in installments rather than a single
lump sum payment.

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

Key Components of Results of Operations

Revenue, page 82

10. We note your response to comment 21.  Please tell us and revise your disclosures to
clarify how the percentages coincide with the membership grades, how an investor
moves from one membership grade to another and provide a tabular disclosure
quantifying the  number of investors by membership grade level.

Critical Accounting Policies, Judgments and Estimates

Cash Incentive Reward Program, page 88

11. We note you response to comment 24 stating that incentives are granted for a limited
period to customers upon satisfaction of the terms and conditions of the Company’s
referral incentive program or promotional campaigns and that those incentives can be
redeemed for credit on the online marketplace.  Further, we note that you recognize
the cash incentives as a redu ction to revenue when granted.  Please address the
following:

 Tell us what journal entries you record upon granting of the incentives to the
customer and then also what journal entries, if any, you record upon
redemption of the incentives by the customer.

 Tell us and revise your disclosures to clarify what are the terms and
conditions for earning incentives under each program (i.e. both referral
incentive program and promotional campaigns), how an investor chooses to
participate in the program, restrictio ns on their use and what is the limited
period that the incentives are available for.  In this regard, we note in your
response to comment 24 that you state the incentives are not included in your
agreements with investors.

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 5

  Tell us in detail why you do not consider an earned incentive to be an
obligation of the Company in instances where the terms and conditions have
been satisfied by the investor but the incentive has not yet been redeemed.
Are there instances where an investor earned an incentive but you elected not
to accept it?

 Tell us if the cash incentives can or have exceeded the loan balance the
investors have applied the incentive to.  If so, tell us what happens with the
residual credit amount, including whether it can also be applied against the
post-origination fees or ad ditional loans in these circumstances.

Six Months Ended September  30, 2016 Compared to Six Months Ended September  30, 2015

Loan facilitation revenue, page  93

12. We note your response to comment 27, as well as your disclosures on page 122
outlining differe nt borrower requirements.  In addition, we also note your response to
comment 32 indicating that you expect to focus on car -owner loans.  As it relates to
your business focus and the quality of loans offered on your marketplace, which will
impact your resu lts of operations, please address and revise your disclosures to
clarify the following:

 Tell us whether there are different criteria for approving or rejecting a loan
request based upon the nature of the loan products.

 Tell us whether you consider any  of the loan products to have different
investment risks associated with it due to changing market conditions or
industry trends.  As part of your response, tell us whether the amount of fees
charged depends on the type of loan product.

 Given that you use  these loan products for marketing purposes and expect to
focus on car -owner loans, tell us why you do not believe disclosing the
amount of car -owner loans or other products would be a meaningful measure
to assess trends impacting your results of operation s.  For example, if you
primarily service car -owner loans on your marketplace and there is a
significant improvement or decline in car -loan activity, tell us whether that
could represent a trend impacting your business.

 Tell us if you have noted any trend s in the loan products by both borrowers
and investors.  For example, have investors shown a preference for a certain
loan product or have borrowers requested certain types of loans?

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 6

  Tell us if you have encountered different default rates for any of the  loan
products.  In this regard we note on page 89 that your risk reserve liability is
tracked on a loan -by-loan basis.

Loan Performance Data

Delinquency Rates, page 99

13. We note your response to comment 29 stating that there is no delinquency data for
secured loans because they are collateralized.   We also note from your disclosure on
page 99 that the delinquency rates are based on the unpaid balance of principal and
interest at the end of the period.   Please address the following:

 In your delinquency rate information disclosed on page 99, tell us whether
you include only the unpaid portion of the loan amount or the total loan
amount in your calculation.   For example, if $20 is unpaid out of a total loan
amount outstanding of $100, tell us whether you c onsider only the $20 to be
delinquent or the total $100.

 While the loan may be collateralized, tell us why you would not consider a
secured loan to still be delinquent for purposes of collecting payments from
the borrower.

 Tell us how you recognize pos t-origination revenue on these delinquent loans.

 Tell us why you believe this information would not be useful to investors.   In
this regard, we note that a portion of your revenue is generated upon the
receipt of the payments.

Business

Risk-adjusted inv estment returns and high investor satisfaction, page 115

14. We note your response to comment 31 stating that you do not believe disaggregating
repeat investor rates for credit loans compared to secured loans represents
meaningful information.  Given that you  have shifted your business focus from
secured loans to credit loans, tell us why you do not believe it would be meaningful
to differentiate repeat investor rates for credit loans compared to secured loans.  For
example, tell us why it would not be meaning ful to understand if a repeat investor
rate for credit loans was actually lower or higher than it is for secured loans.  In this
regard, we note that the repeat investor rate declined from 62.2% at September 30,
2016 to 40% at December 31, 2016.  In additi on, revise your disclosure to disclose,
as stated in your correspondence, that there is insufficient publicly available

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 7

 information in the online lending marketplace industry in the PRC to provide
benchmark data that is representative and reliable.

Our Pr oducts and Services

Products and Services to Borrowers, page 121

15. We note your disclosure on page 121 that the annual percentage rate (“APR”) varies
according to the terms of the loan (currently 12, 24 or 36  months).  Please disclose
the interest rate ran ges for the loan products by term.

Individual investment, page 123

16. We note your response to comment 34 stating that you do not guarantee a minimum
return.  In addition, we also note on page 130 under your Risk Reserve Liability and
Insurance discussion that if the borrower fails to repay his or her loan, the risk
reserve liability policy will protect investors up to the full amount of the investment
and accrued interest.  Please tell us why you do not consider this statement on page
130 to represent a mi nimum financial guarantee to the investor.

Credit Loans, page 128

17. We note that the footnotes in the credit loans table on page 128 do not appear to
correspond with the descriptions provided immediately below the table.  Please
revise your disclosures t o ensure that each footnote corresponds to the appropriate
description.

18. We note your response to comment 36 stating that the same nominal interest rates are
charged to borrowers regardless of their credit grade.  Please address the following:

 Tell us why  borrowers are charged the same nominal rate regardless of credit
grade, but a different loan facilitation or management fees is charged
depending on the credit grade.  In this regard, we refer to page 80 stating that
Grade A represents the lowest risk ass ociated with borrowers while Grade E
represents the highest risk.

 Tell us why an investor would accept the same rate from a borrower
regardless of the different credit grade given the various underlying credit
risks associated with borrowers of each credit grade.  As part of your
response, tell us whether investors have access to the borrowers’ credit grade,
purpose of loan and other information.

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 8

  Further, we note on page 17 that you disclose that you offer different risk -
based returns to investors.  Revise your disclosures to clarify what you mean
by offering different  risk-based returns.

Material Terms and Conditions of the Insurance Agreement, page 130

19. We note your revised disclosure in response to comment 10 in which you disclose the
material terms and conditions of your insurance agr