SecProbe.io

Mail Stop 4720

August 2, 2017

Erxin Zeng
Chief Executive Officer and Chairman of the Board
Golden Bull Limited
707 Zhang Yang Road, Sino Life Tower, F35
Pudong, Shanghai, China 200120

Re: Golden Bull Limited
Draft Registration Statement on Form F -1
Submitted July 10, 2017
  CIK No. 0001710350

Dear Mr. Zeng :

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 statement on
EDGAR.  If you do not believe our comments apply to your facts and circumst ances 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 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 retain copies of the communications.

Prospectus Cover Page

2. Please identify the lead underwriter in your next amendment and disclose  the material
terms of your offering, including th e nature of your underwriting arrangement, the
obligation to return subscriptions by a certain date if you do not receive the minimum
amount of subscriptions, and the placement of investor funds in escrow in the interim.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 2

 Please refer to Item 501(b)(8) of Regulation S -K for guidance.  Further, please revise  the
Prospectus Summary, Use of Proceeds, Capitalization, Dilution, Risks Related to Our
Ordinary Shares and This Offering, and Liquidity and Capital Resources sections of your
prospectus consistent with the fact that only the minimum number of your securities may
be sold in your offering.

Prospectus Summary, page 1

3. Please disclose the key aspects of your offering and your business, such as:

 You offer short -term loans for periods of 30, 60, or 90 days;
 Your lending activities are highly concentrated in a small number of borrowers,
disclosing representative historical statistics;
 Whether new regulatory restrictions beginning August 17, 2017 appear likely to
impact your business operations, materially desc ribing such  restrictions;
 You were one of approximately 2,448 online consumer finance marketplaces
operating in China as of December 2016 and whether you expect competition to
increase;
 Whether and to what extent you have an obligation to repay lenders if a borrower
defaults on its loan;
 Loans you facilitate may only be 70% collateralized; and
 You do not currently have a risk reserve fund.

Please also make corresponding revisions throughout your prospectus.  For guidance,
please refer to Item 3 of Form F -1 and Instruction to Item 503(a) of Regulation S -K.

4. We note your disclosure on page 2 that “no loans facilitated through [y]our platform had
defaulted” as of March 31, 2017.  Please disclose:

 The proportion of loans where borrowers were late on their payments, if any.
 The number of borrowers who take out multiple loans, the average number of loans
per borrower, and any associated limitations  on the repayment of existing loans by
securing addi tional loans on your platform .

Finally, in light of your 0% default rate, please disclose throughout your prospectus that
neither your collateralization standards nor default collection efforts have been tested in
practice.

Our Business, page 1

5. Please  revise to disclose if you provide any compensation or benefit to individuals or
entities such as lending institutions that refer borrowers to your platform.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 3

 6. Please revise to disclose if you have any formal or informal agreements with individuals
or entit ies such as lending institutions to refer borrowers to your platform.

Corporate History and Structure, page 2

7. Please revise to consistently present the name of your legal entities and subsidiaries.  For
example, in the diagram on page 3 you refer to Point Cattle Holdings Limited  and Point
Cattle Group Company Limited  as your wholly owned subsidiaries while on page F -6
you appear to refer to the same entities as Golden Bull Holdings Limited  and Golden Bull
Group Company Limited .

8. Please revise the diagra m on page 3 as follows:

 Indicate which entities are inside China and which entities are outside China.
 Add a footnote to disclose that the connections between Shanghai Fuyu  Information
and Technology Co., Ltd. and your two VIEs are not ownership interests but rather
are a series of contractual arrangements.
 Disclose the ownership interests of your two VIEs, consistent with the remainder of
your presentation.
 Disclose the  individuals or entities with the remaining 10.8% equity interests in
Shanghai Dianniu Internet Finance Information Service Co., Ltd.

9. Please disclose whether you anticipate being a “controlled company,” as defined in
NASDAQ Rule 5615(c)(1) , following the completion of the offering and revise your
disclosure as necessary .

Variable Interest Entity Arrangements, page 4

10. In the discussion of each VIE agreement for Shanghai Dianniu and Shanghai Baoxun,
please ensure you disclose all material terms to ensure in vestors clearly understand each
agreement.  Additionally, please ensure that your disclosure of each agreement is
consistent with the agreement and is consistent throughout your filing.  We note for
instance on page 4 you disclose the annual consulting ser vice fee is 89.2% of Dianniu’s
operating revenue  while on page F -6 you disclose the service fee is 89.2% of net profit .
Additionally, we note on page F -6 you disclose that Shanghai Fuyu Information and
Technology Co., Ltd has the obligation to absorb all of Shanghai Dianniu’s losses while
on page F -16 you disclose Shanghai Fuyu Information and Technology Co., Ltd  is
obligated to absorb 89.17%  of Shanghai Dianniu’s losses.

11. Please disclose whether  you believe the provision of internet financing services fa lls
within the restricted category or the prohibited category under the Guidance Catalog of
Industries for Foreign Investment , and briefly describe the consequences of being in such
category.  Please also disclose Bauxun’s  current or anticipated industry categorization
and whether foreign investment in this industry is currently encouraged, restricted,

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 4

 prohibited, or not listed.  Finally, as applicable, please disclose your expectations for the
future classifications of the se industries or the re -classification of either VIE to a different
industry.

Risk Factors, page 10

12. Please revise to provide a risk factor that, as a result of your election to use the extended
transition period for complying with new or revised accounti ng standards under Section
102(b)(1), your financial statements may not be comparable to companies that comply
with public company effective dates.  Please include a similar statement in your critical
accounting policy disclosures in the Management’s Discu ssion and Analysis (MD&A)
section.

Risks Related to Our Business

The laws and regulations governing the peer -to-peer lending service industry…, page 12

13. Please disclose what proportion of your revenue was attributable to loans to borrowers
for more than  RMB 200,000 as of December 31, 2016, and in the subsequent periods.
Please also disclose:

 Whether this pending restriction also applies to small business loans;
 Whether there is a penalty associated with an individual borrowing more than RMB 1
million from all platforms combined and to whom such a penalty would be assessed;
and
 Whether and how you will determine if borrowers have obtained loans through other
lending platforms.

Despite our marketing efforts, we may not be able to promote and maintain our brand in an
effective and cost -efficient way and our business and results of operations may be harmed
accordingly, page 16

14. Please revise to clarify where in your financial statements you present the $1.6 million in
marketing and advertising expenses i ncurred during 2016.   We note on page F -3 that
selling expenses totaled $826,038 for 2016.

Risks Related to Doing Business in China, page 27

15. Please add a risk factor that U.S. regulators’ ability to conduct investigations and
inspections within China is limited.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 5

 Failure to make adequate contributions to various employee benefit plans as required by PRC
regulations may subject us to penalties, page 34

16. Please clarify whether you are or expect to be subject to penalties because you have not
made adequate  employee benefit payments and, if applicable, please disclose the amount
of the penalties.

Use of Proceeds, page 44

17. Please estimate your use of proceeds for each principal use identified.  For guidance,
please refer to Item 4.a of Form F -1 and Item 3.C .1 of Form 20 -F.  In addition, please
disclose your estimate of the amount of such proceeds that would be available for such
uses immediately following the completion of your offering to the extent Chinese law
imposes restrictions that would materially imp act the amount of such proceeds actually
available to you at such time.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
53

18. We note disclosure of customer concentration in the notes to your financial statements  on
page F -20 and in your risk factor on page 13.  Please ensure you identify, quantify and
analyze known trends, demands, commitments, events and uncertainties related to
customers, investors or referring entities, whether affiliated or unaffiliated, that  are
reasonably likely to have a material impact on your financial results on business.  Refer
to Item 303 of Regulation S -K for guidance.

19. Please revise to clarify how the P2P measures, described on page 12 and scheduled to be
effective August 17, 2017, w hich cap the maximum loan balance for a borrower to RMB
200,000 are reasonably likely to impact your financial results and business given your
disclosure of customer concentration.

Key Operating Metrics, page 54

20. Given your limited operating history and  the rapid growth during that period, in order to
clearly show relevant trends please revise to disclose key operating metrics in a tabular
format for each quarter during the reporting periods presented.

21. Please revise to disclose key operating metrics rel ated to your investors including, but not
limited to:

 The reinvestment rate of existing investors;
 The number of new investors that  made an investment during the quarter; and
 The total number of investors that made an investment during the quarter.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 6

 22. Pleas e revise to disclose key operating metrics related to your borrowers including, but
not limited to:

 The re -borrowing rate of existing borrowers;
 The number of new borrowers that borrowed  money during the quarter; and
 The total number of borrowers that bo rrowed money during the quarter.

Please disclose this information separately for individual and small business borrowers.
Also discuss relevant differences between individual and small business borrowers from
a financial or strategic perspective.

23. Please revise to disclose the delinquency percentage for loans outstanding on your
marketplace at each quarter end.

24. Please revise to disclose your average customer acquisition costs for each quarter and
discuss and analyze trends in your average customer acq uisition costs.

Revenue recognition, page 64

25. Please provide us an accounting analysis related to your recognition of management fees
at the time of loan issuance as compared to over the life of the loan.  Please identify the
accounting guidance you considered in making your determination and explain to us how
you determined that all the relevant services have been rendered.

26. Please revise to quantify the amount of licensing fees recognized as income for each
period presented and to additional information related to the generation of licensing fees.
For example, explain the role of an agent including why a borrower will use an agent,
explain what credentialed information is, typical terms of a licensing period, etc.

27. Please provide us an accounting analysis related to your recognition of servicing expense
as a reduction of revenue as compared an operating expense.  Please identify the specific
accounting guidance you considered in making your determination.

Business , page 69

28. On page 11 you refer to your inability to collect payments from borrowers as a risk.
Please revise here and throughout your filing as appropriate to clarify and expand on your
role in collecting payments from borrowers and how this process impacts your f inancial
results and business.

29. On page 18 your disclose that because you do not have a risk reserve fund in the event of
loan defaults you would not have funds readily available to repay lenders.  Please revise
here and throughout your filing as appropri ate to clarify in what circumstances you would
repay lenders in the event of loan defaults.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 7

30. Please revise to disclose which party manages the collateral repossession process when a
borrower defaults on their loan and discuss any fees or costs associated w ith this process.

31. Please revise to provide additional details regarding your investor incentive program
including, but not limited to:

 Clarifying what the consumptive loan program is as compared to other loan
programs;
 Detailing more clearly the criteri a for an investor to get paid an incentive including
why the number of first time borrowers is an important factor;
 Clarifying how the amount of an incentive is determined, how it is earned, when it is
paid, and if it is paid at one time or over a specifie d period;
 Clarifying if the incentive is paid in cash or as a credit to be used to invest in a future
loan; and
 Clarifying how you determine if an incentive results in negative revenue for a
marketplace investor and quantifying the negative amount for each  period presented.

Overview, page 69

32. We note that you restrict access to your platform to “qualified borrowers.”  Please
describe the necessary qualifications or characteristics your borrowers must possess and
explain your reference to “prime borrowers” on the following page.  If you target specific
borrower demographics, please disclose such demographics.  Please also disclose if and
how your credit assessment distinguishes between individual and small business
borrowers.

Our Strategy, page 69

33. Please describe your plan of operation for the remainder of the fiscal year and for the first
six months of fiscal year ending December 31, 2018.  For guidance, please refer to Item 4
of Form F -1, Instruction 2 to Item 4.B of Form 20 -F and Item 101(a)(2) of Regul ation S -
K.

Our Platform , page 70

34. Please disclose how you currently market your platform to borrowers and investors.  In
addition, please disclose how you plan to use proceeds from this offering to expand your
marketing efforts.

Benefits to Investors, pa ge 70

35. We note your third bullet addresses investor returns “after fees.”  Please tell us and revise
to clarify if you, or your third party service provider, charge any fees to investors.

Erxin Zeng
Golden Bull Limited
August 2, 2017
Page 8

Benefits to Borrowers

Transparent Marketplace,