SecProbe.io

United States securities and exchange commission logo
August 17, 2023
James Xigui Zheng
Chief Financial Officer
LexinFintech Holdings Ltd.
27/F CES Tower
No.3099 Keyuan South Road
Nanshan District, Shenzhen 518057
The People’s Republic of China
Re:LexinFintech Holdings Ltd.
Annual Report for the Fiscal Year Ended December 31, 2022
File No. 001-38328
Dear James Xigui Zheng:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 182
1.We note your statement that you reviewed your register of members and public filings in
connection with your required submission under paragraph (a). Please supplementally
describe any additional 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).
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

 FirstName LastNameJames Xigui Zheng
 Comapany NameLexinFintech Holdings Ltd.
 August 17, 2023 Page 2
 FirstName LastName
James Xigui Zheng
LexinFintech Holdings Ltd.
August 17, 2023
Page 2
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.
3.We note your disclosure at Exhibit 8.1 that you have other consolidated foreign operating
entities. 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 tell us the percentage of your shares or
the shares of your consolidated operating entities owned by governmental entities in
the foreign jurisdiction in which each of your consolidated operating entities is
incorporated or organized. Refer to Item 16I(b)(2).
•With respect to (b)(3), please provide the required information for you and all of your
consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Austin Pattan at (202) 551-6756 or Andrew Mew at (202) 551-3377 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Haiping Li