SecProbe.io

Mail Stop 4561
January 9, 2018

Wei Wei
Chief Executive Officer
Pintec Technology Holdings Limited
216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People’s Republic of China

Re: Pintec Technology Holdings Limited
Draft Registration Statement on Form F -1
Submitted December 13, 2017
  CIK No. 000171 6338

Dear Mr. Wei :

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 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.

Prospectus Summary

Our Business, page 1

1. You disclose that you have 10 million registered users and over 2.6 million cumulative
unique b orrowers as of September 30, 2017.   For each period presented,  please  disclose
the number of registered users; the number of unique borrowers, including the number of
unique borrowers of personal installment loans versus the number of unique borrowers of
point-of-sale installment loans; and the number of loans facilitated, including the number
of point -of-sale installment loans facilitated versus the number of personal installment
loans facilitated.  In this regard, we note your disclosure suggests that you r point -of-sale
lending solutions business  has represented a significantly higher number of facilitated

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 2

 loans and unique borrowers.   For example, while you approved approximately 575,000
customers for your personal installment loan credit lines in the aggr egate amount of
RMB4.1 billion in 2016, we note that the aggregate amount outstanding was RMB998
million as of December 31, 2016.   Further, for the nine months ended September 30,
2017, the aggregate amount of credit lines that were approved was RMB20.6 bi llion, but
the amount of personal installment loans facilitated was RMB5,071 million.

2. Please revise to disclose how you determine that a borrower is unique.

3. Please disclose  your potential conflict s of interest with the Jimu Group  in the prospectus
summary .  Also disclose t hat the company and Jimu Group are under the control of the
same shareholders and the same board members.  Clarify which, if not all, members of
the c ompany’s board of directors also serve on the board of the Jimu Group.  Disclose
whether you have policies  in place regarding the manner in which your board will resolve
any conflicts of interest.

4. You state that you have 10 million registered users for your point -of-sale financing and
your personal and business installment loan solutions as of September 3 0, 2017.  We
note, however, that registration for your platform only requires a name, identification
number, and mobile phone number and that an individual will not be vetted for
creditworthiness until a loan request has been submitted, which ultimately is  subject to
the approval of a financial partner.  As such, please revise the definition of a registered
user provided on page 6, which suggests that a user is an applicant  whose
creditworthiness is being evaluated, as well as your reference to users as “po tential
borrowers” on page 109.

Non-GAAP Financial Measures, page 10

5. Please explain your basis for disclosing “Adjusted net service revenue” and revise to
disclose how this measure is useful to an investor.  Refer to Item 10(e)(1)(i)(C) of
Regulation  S-K.  Tell us why you have excluded wealth management service fees and
explain why you have not reduced this measure for origination and service costs.  Also,
explain your basis for labeling this measure as a revenue measure when it appears to be a
measur e of profitability.

Risk Factors, page 12

6. You disclose on page 105 that you seek international expansion.  Please provide a risk
factor highlighting the risks inherent in this strategy.  In this regard, we note that you
intend to mitigate local regulatory and business risk by partnering with local  entities.

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 3

 “We face credit risks in certain funding  situations ” page 17

7. Please disclose that you expect to bear credit risk for some personal and business
installment loans that are facilitated pursuant to credit enhancement arrangements that
you recently decided to undertake.  As you intend to reduce your reliance on Jimu Group,
which had provided guarantee  services, address the risk that this development poses to
your goal of minimizing the credit risk that you take on loans that you facilita te.

“We are an emerging growth company . . . ,” page 51

8. To the extent you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1) of the Jobs Act, revise to
disclose that this e lection allows you to delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies until those
standards apply to private companies, and as a result of this ele ction your financial
statement s may not be comparable to companies that comply with public company
effective dates.  In this regard, we note the forepart of the registration statement indicates
that you have elected not to opt out of such extended transition period .

Management’s Discu ssion and Analysis of Financial Condition and Results of Operations

Overview, page 73

9. To provide additional context regarding your point -of-sale lending solutions business,
please  disclose that your point -of-sale installment loan business has been ope rating at a
gross loss, as indicated by the audited statement of operations and comprehensive loss of
Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. for the six months ended
June 30, 2016, provided on page F -46.

Key Factors Affecting Our Results of Operations, page 73

10. You state that future profitability is substantially dependent on shifting your product mix
to include a higher proportion of personal installment loans, including the conversion of
users of point -of-sale installment loans to bo rrowers of personal installment loans.  We
note, however, that you tend to attract new business partners with large user bases, like
Qunar, by charging relatively low fees for your point -of-sale lending solutions.  We also
note that  the personal installmen t loans that you facilitate carry a significantly higher
weighted average APR and the proceeds from personal installment loans are used by
borrowers for general consumption purposes, as opposed to the purchase of a specific
product or service of the respec tive business partner.  As these factors app ear to
constitute a significant  challenge  to profitability and your goal to serve as a “pure
financial solutions provider,” please revise to discuss this challenge and related risks  and
the actions that manageme nt is taking to address them .  Refer to Item 5.D of Form 20 -F
and SEC Release No. 33 -8350.

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 4

 Critical Accounting Policies, Judgments and Estimates , page 82

11. Revise to disclose your policy for and estimates related to the allowance for credit losses.
Refer to Section V. of SEC Release No. 33 -8350.

Share -based compensation expenses, page 85

12. Please provide us with a breakdown of all share options granted  to date in fiscal year
2017 and the fair value of the underlying ordinary shares used to value such awards at the
grant date.   To the extent there were any significant fluctuations in the fair values from
period -to-period, please describe for us the facto rs that contributed to these fluctuations,
including any intervening events within the company or changes in your valuation
assumptions or methodology .

Liquidity and Capital Resources, page 89

13. Please revise to disclose the material amounts of cash an d short -term investments
disaggregated  by currency  denomination as of the most recent balance sheet date in each
jurisdiction in which your affiliated entities are domiciled.  For entities within China,
disclose material amounts of cash held by VIEs separa tely from the amount of cash held
by other entities.

Industry Overview

Consumer Finance Enablement Platforms in China, page 94

14. We note your disclosure on page 97 that non -bank SME lending will see significant
growth in the future.  Please quantify  this projection to be consistent with other
information derived from the report commissioned by you and prepared by Oliver
Wyman.

Business

Our Financial Solutions

Lending Solutions, page 109

15. We note the loan term of your point -of-sale installment loans ranges from 1 to 24 months.
On page F -18, however, you state that your financing receivables portfolio mainly
consists of personal loans with the term periods ranging from 30 days to 12 months.
Please reconcile by providing clarifying disclosure in a footnote to the table, or advise.

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 5

 Business Development, page 120

16. You state that your Dumiao brand and your Polaris brand are “widely recognized” in
China for financial solutions in consume r lending and wealth management, respectively.
Although you disclose that you are a leading independent technology platform enabling
financial services in China, we note your disclosures on pages 97 and 98 indicate that the
outstanding balance of consumer  finance loans facilitated through enablement platforms
and the assets under management facilitated by robo -advisory services represented
approximately 1% and less than 1%, respectively, of the relevant market in China at the
end of 2016.  Therefore, pleas e provide support for your assertion, or revise.

Related Party Transactions

Transaction s with BBAE Holdings Limited , page 145

17. Please identify the  director of the company who a lso serves as a director of BBAE
Holdings Limited.

Where You Can Find  Additional Information, page 189

18. We note your statement in the second paragraph that representations and  warranties were
made  solely for the benefit of the parties to agreements.  Please r evise to remove any
potential implication that your exhibits d o not constitute public disclosure under the
federal securities laws.

Combined Financial Statements

Note 1. Organization and principal activities

(b)  Reorganization

Basis of Presentation for the Reorganization, page F -9

19. You disclose that your presentation may not necessarily reflect your results of operations,
financial position and cash flows of the Group had it existed on a stand -alone basis
during the period presented.  Please revise to provide an estimate, if practica ble, of what
the expenses would have been on a stand -alone basis, as if the company had operated as
an unaffiliated entity.  Also, revise to disclose an assertion that the allocation methods
used are reasonable.  Refer to Question 2 of SAB Topic 1.B.1.

(d)  Risks in relation to the VIE structure, page F -12

20. Please revise  to present the carrying amounts and classification of the VIEs' assets and
liabilities on a more disaggregated basis, including the intercompany payable to the

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 6

 WFOEs for accrued servic e fees, if any.  In addition, describe the recognized  and
unrecognized  revenue -producing assets that are held by the VIEs. These assets may
include licenses, trademarks, other intellectual property, facilities or assembled
workforce.  Refer to ASC 810 -10-50-2AA.d and 50 -5A.d.

Note 2. Summary of significant accounting policies

(h)  Financing receivables, net, page F -18

21. Please revise to provide the disclosures required by ASC 310 -10-50-6, -7, -7A
and -11B(a)(1).

(n)  Funding Debts, page F -20

22. Please revise to expand your accounting policy for funding debts.  Describe the terms of
your arrangements in further detail including the timing of cash settlement or maturity.

(o)  Revenue Recognition

Technical service fees, page F -22

23. Please r evise to disclose the typical timing of revenue recognition for credit assessment
fees.  Also, tell us the amount of deferred revenue balance relating to credit assessment
services that are recognized over time due to cash collection limitations.

24. Please revise to disclose the typical term over which monthly payment collection services
are provided and your standard billing terms.

(y)  Segment reporting, page F -26

25. You appear to have  3 distinct lines of business: point -of-sale financing, per sonal and
business installment loans, and wealth management products.  Please tell us how you
considered ASC 280 -10-50 in your determination that you have one reportable segment
and address the following:

 Describe the company’s internal management report ing process, including the
organization and reporting structure;
 Identify the individuals that report directly to the chief operating decision maker
(“CODM”)  and describe their responsibilities;
 Describe how performance of the individuals that report to the CODM is
evaluated, including consideration of compensation and performance
bonuses;
 Describe how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 7

 CODM makes changes to the budget ;
 Describe the level of detail communicated to the CODM when actual results
differ from budgets and who is involved in meetings with the CODM to discuss
budget to actual variances;
 Describe how performance of the different lines  of businesses is evaluated;
 Identify any lines of business that you believe meet the definition of an operating
segment that are aggregated within your reportable segment; and
 Describe the internal management reports, including the nature of and level of
detail of financial information, reviewed by your CODM(s) and used for
allocating resources and evaluating performance within your organization.

Note 19. Sub sequent e vents, page F -42

26. For any share options or other share -based awards granted subsequent to the most recent
balance sheet date, pl ease revise to disclose the expected impa ct that the additional
awards will  have on stock -based compensation expense in futu re periods.  Refer to
ASC 855 -10-50-2(b).

Item 8. Exhibits and Financial Statement Schedules , page II -3

27. Please file your contract with Qunar as an exhibit to the registration statement, or advise.
In this regard, we note your disclosure on page 15 that your cooperation with Qunar
represented 55.8% of your total revenues i n fiscal year 2016 and that your business may
be substantially dependent upon your agreemen t and relationship with Qunar.   Refer to
Item 8.a of Form F -1 and Item 601(b)(10) of Regulation S -K.

General

28. Please supplementally provide us with copies of al l 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 co mmunications.

29. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.  For guidance, consider Question 101.02 of our Securit ies Act Forms
Compliance