SecProbe.io

Mail Stop 4720

June 15 , 2018

Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Amendment No. 3 to
Draft Registration Statement on Form F -1
Submitted May  31, 2018
  CIK No. 0001725033

Dear Mr. Tang :

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 response to these  comments  and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We are still evaluating your responses to several comments , including comments 6, 19
and 58 of our letter dated February 5, 2018, and comment 13 of our letter dated May 24,
2018.

Yue (Justin) Tang
X Financial
June 15 , 2018
Page  2

 Results of Operations

Loan Facilitation Service -Direct Model and Loan Facilitation Service -Intermediary Model, page
101

2. Please revise your next amendment to quantify the impact on loan facilitation service fees
from the cessation of the online intermediary model and offline intermediary model in
your discussion of results of operations.

Loss of Contingent Guarantee Liabil ities, page 106

3. You state that, in December 2017, there was a significant change in the regulatory
environment with the release of Circular 141 and Circular 57 and the tightening of
industry regulations resulted in an unexpected short -term volatility of b orrower credit
performance across the industry, especially on products with a shorter term and small
loan balance such as Xiaoying Card Loans.  Please disclose how the tighter industry
regulations contributed to increased defaults and why the impact was gr eater on shorter -
term loans.

Guarantee Liabilities, page 111

4. We note you attribute the period over period increase in your guarantee liabilities from
December 31, 2016 to December 31, 2017 partially to the change in delinquency rate.
Considering that net payouts , which represent s borrower defaults net of amounts
subsequentl y collected from the borrower, appeared to drive the change in your guarantee
liability as reflected on page F -46, please revise your disclosure to also address how the
period over  period change in net payouts contributed to the period over period change in
guarantee liabilities.

Note 2.  Summary of Significa nt Accounting Policies

Revenue Recognition, page F -16

5. You disclose on page F -16 that, according to the contractual agreem ent with the
borrower, upon inception of the loan, you have the unconditional right to the entire
service fee regardless of whether subsequent post -origination or guarantee services are
provided by you or the timing of repayment of the loan.  We note on pa ge F-23, that you
disclose that you do not have the unconditional right to the consideration at the loan
inception and that since September 2017 you record a contract asset when recognizing
revenue from facilitation service.  Please reconcile these disclos ures in your next
amendment.

6. We note your response to comment 15 and that the Cap for payments from you to
ZhongAn increased from 3.8% at December 31, 2017 to 8.46% at March 31, 2018 as a

Yue (Justin) Tang
X Financial
June 15 , 2018
Page  3

 result of an increase in defaults.  Please revise to disclose the  Cap of 8.46% in the first
quarter of 2018 in your next amendment.

Note 4.  Fair Value of Assets and Liabilities, pages F -40 and F -73

7. You state that under the new agreement with ZhongAn, your exposure is limited to the
lower of (1)  total contractual guarantee fees to be collected from Xiaoying Card loan
borrowers for loans facilitated during the period or (2)  a pre -agreed percentage (the
"Cap") of the total principal for Xiaoying Card loans fac ilitated during the period.  Please
address the following:

 Disclose what drove the RMB 46,114,106 change in fair value of your financial
guarantee derivative from December 31, 2017 to March 31, 2018;

 Disclose why you have included guarantee fees recei ved but not contractual
guarantee fees to be collected from borrowers in the determination of the derivative
liability and rollforward;

 Disclose how you have captured the impact of the Cap in the determination of the
derivative liability;

 Disclose total  Xiaoying Card loans related to the guarantee derivative liability
facilitated during the respective periods;

 Disaggregate guarantee fees received from borrowers and compensation paid to
ZhongAn by vintage;

 Disclose the contractual guarantee fees to be c ollected from the borrowers for loans
facilitated by vintage;

 Disaggregate the maximum potential undiscounted future payments you would be
required to make of RMB 566,145,428 by vintage;

 Disclose the maximum potential payment to ZhongAn based on the pre -agreed Cap
by vintage; and

 Reconcile the Xiaoying Card loan outstanding loan balances for the periods presented
to the total outstanding loan balance for Xiaoying Card loans disclosed on page 139.

Refer to ASC 815 -10-50-4K.

Yue (Justin) Tang
X Financial
June 15 , 2018
Page  4

 Note 7.  Guarantee Liabilities, pages F -45 & F -78

8. You disclose on page F -47 that the maximum potential undiscounted future payment that
you would be required to make is the outstanding balance of loans facilitated by you,
including the loans at fair value held by the Consol idated Trusts.   Please reconcile the
maximum undiscounted future payments that you would be required to make  (estimated
at RMB 10.6 billio n at December 31, 2017 and RMB 5.5 billion at March 31, 2018) to
total loans outstanding as disclosed on page 139 and disaggregate by loan type.

9. We note for the period ending March 31, 2018, you recognized an incremental contingent
liability of RMB 92,894,820 or 86% of the guarantee liability relating to Xiaoying
Preferred loans at January 1, 2018 due to the tightened li quidity environment as a result
of the release of a series of new regulations.  Please tell us and disclose why the related
estimated default rate of 3.10% did not change from December 31, 2017 to March 31,
2018 despite the incremental contingent liability  recognized in Q1  ‘18.

10. We note that  beginning in March 2018, Jiangxi Ruijing, an equity investee, will provide
guarantee service for an identified portfolio of loans facilitated on your platform and
engages directly with the borrowers and investors.  Pl ease specifically identify the loans
that Jiangxi guarantees, including the related original and outstanding balance.

11. Please revise your next amendment to summarize, in a tabular format, all of your
guarantee agreements, including the terms of the agree ments, the types of loans
guaranteed, the principal balance of loans guaranteed, how you monitor the financial
condition and credit quality of guarantors (credit rating, financial strength, etc.), and any
other information about these agreements that would  be useful to an investor.

You may contact Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc:  Li He, Esq.