SecProbe.io

Mail Stop 4720

August 6, 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. 5 to
Draft Registration Statement on Form F -1
Submitted July 2, 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.

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, page F -16

1. We note your response to comment 7 and object to your conclusion that the investor is
your only customer under the direct model .  Our objection is based upon the t erms of
your contracts with the borrowers.   Please revise your regist ration statement and financial
statements accordingly.

Yue (Justin) Tang
X Financial
August 6, 2018
Page  2

 Note 4.  Fair value of assets and liabilities, pages F -38 and F-72

2. We note your response to comment 9.  Please address the following:

 You state that your contractual obligation to ZhongAn is calculated as the lesser of
(1) the contractual guarantee service fees you are entitled to collect from the
borrowers for the loans facilitated during the current period on an aggregated basis; or
(2) the principal amount of such loans facilitated during the period on an annualized
basis multiplied by the pre -agreed Rate with ZhongAn.   Tell us the circumstances in
which the principal amount of such loans facilitated during the period on an
annualized basis multiplied by the pre -agreed Rate with ZhongAn would ever be
greater than or less than the contractual guarantee service fees you are entitled to
collect from the borrowers for the loans facilitated during the current period on an
aggregated basis;

 Disclose that the determination of the change in fair value of the financial  guarantee
derivative includes updated estimated net guarantee service fees to be collected for all
outstanding loans, including those originated in prior periods and disclose whe re this
is captured in the  derivative guarantee liability at March 31, 2018;

 For loans originated in prior periods, disclose the remaining  estimated payment to
ZhongAn based on the pre -agreed Cap and the revised estimated net guarantee
service fee to be c ollected;

 Provide us with the journal entries you record  at loan origination related to your
guarantee contract accounted for as a guarantee liability; and

 Tell us the accounting literature that supports the offsetting of your contractual
obligation to  ZhongAn with guarantee services fees to be collected from your
borrowers considering th at they are unrelated parties.

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

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financial Services

cc:  Li He, Esq.