SecProbe.io

Mail Stop 4720

August 15, 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. 3  to
Draft Registration Statement on Form F -1
Submitted August 1, 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 stateme nt 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 response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

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

Critical Accounti ng Policies, Judgments and Estimates

Cash incentive rewards program, page 90

1. We note your response to comment 10 relating to your accounting for incentives under
ASC 605 -50-45-9.  In your response, you stated that you believe the cash incentives
(recogni zed as a reduction to revenue) should be compared against the Company’s total
revenues, rather than only the revenues earned from investors, and thus, you did not

Zhou Xinming
Hexindai  Inc.
August 15, 2017
Page 2

 recharacterize any portion to expense.  However, the guidance in ASC 605 -50-45-9
clarifies th at the negative revenue may be recharacterized as an expense if it exceeds
cumulative revenue “from the customer.”  Please clarify how you considered this aspect
of the guidance and explain why you do not believe the analysis should instead be
performed on  an individual customer basis.

Loan Performance Data

Delinquency Rates, page 101

2. We note your response to comment 13, as well as your response to the first bullet of
comment 13 in our letter dated June 9, 2017.  In your responses, you clarified that you
only classify the unpaid portions of payments due in your delinquency rates, but do  not
include the total outstanding balance of the loan.  As a result, we are reissuing our
comment 13 in part.  Please revise your table to show the total delinquency rates based on
the total outstanding balance of the loans or tell us in detail why your c urrent presentation
is more useful to user of your financial statements.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 3 – Prepayments and Other Assets, page F -22

3. We note your response to comment 19 describing the f inancing arrangement between the
Company and a group of independent individual investors that started in July 2016.
Please address the following:

 Tell us the purpose of this financing arrangement and why it was entered into by each
party.

 Tell us the terms of the arrangement, including whether an interest rate was charged,
what economic benefits were received by each party, whether risks were transferred
and what were the material rights and obligations under the agreement.

 Quantify the amount of reve nue generated under this arrangement.

Note 12 – Additional Paid -In Capital, page F -27

4. We note your response to comment 20, as well as your previous response to comment 27
in our letter dated June 9, 2017.  Based on the information provided in the response, we
note that there are some inconsistencies in your disclosure about the material terms of the
options that require further expansion and clarification.  Accordingly, please revise your
disclosure to clarify the following:

Zhou Xinming
Hexindai  Inc.
August 15, 2017
Page 3

  Revise to clarify and define terms associated with the date the options were awarded
(i.e., April 1, 2016) compared to the grant date as defined in ASC 718.  In this regard,
ensure your disclosures adequately discuss the vesting and exercisability conditions in
correlation to t he “award date” or “grant date” as needed.  For example, clarify
whether the vesting terms are linked to the award date of April 1, 2016 or the grant
date in ASC 718.

 Your disclosure references a term for a “Qualified IPO,” which does not appear to be
a defined term.  Revise to define this term.

 Clarify when the options become exercisable.  For example, your disclosure states
that the Company “granted performance -based options to purchase … on the effective
date of the registration statement,” whereas the  disclosure later states that the options
will “become exercisable in three equal installments” on the first, second and third
anniversaries of successful completion of a Qualified IPO.

 Revise to clarify when the options are forfeited.  For example, discl ose whether the
options are forfeited if a Qualified IPO does not occur within two years of the April 1,
2016 award date or some other period of time.

 In your response to comment 27 in our letter dated June 9, 2017, you referenced that
the maximum contrac tual term is 3 years.  Revise to clarify this maximum contractual
term in your disclosures, including when it commences and its relationship to and
effect, if any, on the vesting and exercisability period.

 Disclose any material “rights and benefits under this Option Agreement.”

5. As it relates to your recognition of compensation expense for these options described in
your response to comment 20, please address the following:

 Provide clarity around your disclosure stating that you will “recognize cost over the
vesting period” and how that contemplates your conclusion that a service inception
date precedes the grant date.    For example, tell us how your recognition method
contemplates graded vesting (consider for example ASC 718 -10-35-8a) and whether
applicat ion of ASC 718 -10-35-3 requires recognition of compensation upon
successful completion of a Qualified IPO for the portion of the requisite service that
has been rendered as of that date.

 Tell us whether you expect to incur a material charge upon complet ion of the
Qualified IPO given your previous response stating that you have a service inception
date that precedes the grant date and the guidance in ASC 718 -10-35-6.  If you have
determined a material charge will be incurred upon completion of the Qualifi ed IPO,
tell us whether you considered disclosing and quantifying that charge outside of your
historical financial statements.

Zhou Xinming
Hexindai  Inc.
August 15, 2017
Page 4

You may cont act Michael Henderson, Staff Accountant, at (202) 551 -3364  or Robert
Klein, Staff Accountant, at (202) 551 -3847  if you have questions regarding comments on the
financial statements and related matters.  Please contact David Lin , Staff Attorney,  at (202) 551 -
3552 or me at (202) 551 -3391  with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Offic e of Financial Services

cc: Zhang Qisen (Johnson)
Stephanie Tang, Esq.