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United States securities and exchange commission logo
April 15, 2024
Frank Fuya Zheng
Chief Financial Officer
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
Form 20-F for Fiscal Year Ended December 31, 2022
Response dated October 6, 2023
File No. 001-38652
Dear Frank Fuya Zheng:
            We have reviewed your October 6, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 22,
2023 letter.
Correspondence filed October 6, 2023
Introduction, page iii
1.We note your response to prior comment 1. In future filings, please clearly identify in the
graphic (1) the entities that conduct operations and (2) the entity in which investors own
their interests. Provide the text accompanying the footnotes. Please include your proposed
disclosure in your response letter.
VIE Structure and Risks Relating to Our Corporate Structure, page 1
2.We note your response to prior comment 4. In future filings, please refrain from implying
that the contractual agreements are equivalent to equity ownership in the business of the
VIE. Any references to control or benefits that accrue to you because of the VIE should be
limited to a clear description of the conditions you have satisfied for consolidation of the

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 Comapany NameX Financial
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 FirstName LastNameFrank Fuya  Zheng
X Financial
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VIE under U.S. GAAP. In this regard, we note, in a non-exclusive manner, that you refer
to the Company's control over the VIE in your proposed disclosure in response to prior
comment 1 and prior comment 3. Also with respect to prior comment 3, we note the
statement that one of the subsidiaries conducts internet value-added business of which
foreign investment is restricted and that "[a]s a result, our shareholders may never directly
hold all equity interests in such VIEs." Please clarify the extent to which investors may
never hold equity interests in the Chinese operating company under the VIE structure
regardless of the nature of the subsidiaries' operations. Please include your proposed
disclosure in your response letter.
Regulation, page 81
3.We note your response to prior comment 8. In future filings, please revise your disclosure
to explain whether and how each law, rule and regulation has had, or may reasonably be
expected to have, a material impact on your business, operations or liquidity, including,
but not limited to, revising the following:

•In your response with regard to the Interim Measure, you state that the Interim
Measures do not apply to you because you are no longer a P2P operations business.
Please explain how your business does not involve information service provider
products such as "financial products to raise fund or acting as an agent to sell
financial products," as referenced on page 84, when you facilitate "online
purchasing," "secured loans," online "loan application," verification of "applicant's
information using multiple authentication technologies and internal and external
databases," and so forth;
•Reconcile the statement in your response that you are "not an Internet Lending
Information Intermediary" with disclosure elsewhere indicating that you satisfy
regulatory requirements of such an entity or are otherwise identified as an internet
lending information intermediary. For example, we note the statement on page 27
that the Interim Measures and the Inspection Notice imposed additional obligations
on online lending information intermediaries, "including us";
•Please address in your response with regard to Circular 141 whether you "provide
online lending services for loans used for purchasing real property, or any loan
without specific usage of funds";
•We note your disclosure on page 87 that you have taken "considerable measures to
comply with the Interim Measures, the Custodian Guidelines, Circular 141, Circular
57, the Inspection Notice, the Compliance Checklist and other laws and regulations
applicable to [y]our business operations." Please revise your disclosure to explain
your compliance with and any material impact on your business, operations or
liquidity resulting from the Custodian Guidelines, Circular 57, the Inspection Notice,
or the Compliance Checklist.

Please include your proposed disclosure in your response letter.

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 Comapany NameX Financial
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 FirstName LastNameFrank Fuya  Zheng
X Financial
April 15, 2024
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4.We also note your response to prior comment 9 and representation that you obtained the
requisite licenses and permits from the PRC government authorities that are material for
the business operations of your holding company and the VIEs in mainland China. In
future filings, revise throughout the description of regulations beginning on page 81 to
clarify whether you have obtained the various licensing and other requirements. For
example, you state that the CBRC's Interim Measures in 2016 required that online lending
information service providers apply for VATS License. But you do not indicate whether
you applied or received such license. As another non-exclusive example, on page 86 you
identify a number of requirements under Circular 57 from 2017. But you do not indicate
whether or how you have taken action to comply with such requirements. Please also
update the identified licensing and other requirements as of the date of the report to be
filed. Please include your proposed disclosure in your response letter.
5.We note your response to prior comment 10. Please provide the legal analysis supporting
your conclusions that you are not subject to the PRC Data Security Law and that you are
not an "online platform operator" holding "more than one million users/users' individual
information" in light of the disclosure on page 70 that you facilitated 10,276,021 active
borrowers, "each of whom made at least one transaction" on your platform. In this regard,
we note you appear to believe the law does not apply because it was "recently
promulgated." Alternatively, it appears you may believe the law does not apply because
you believe you do not "hold personal information of more than one million users." Your
revised disclosure should clearly indicate whether you believe you are subject to the PRC
Data Security Law and if not, why not.
6.We note your response to prior comment 11. In future filings, please revise your
disclosure here and where appropriate to explain how the CAC's oversight has impacted
or is reasonably likely to impact your business and listing. Disclose to what extent you
believe you are compliant with the regulations or policies issued by the CAC to date. Your
revised disclosure should provide sufficient detail addressing the CAC's oversight, which
appears to specifically relate to your operations, including with respect to "internet value-
added businesses of which foreign investment is restricted." Please include your proposed
disclosure in your response letter.
            Please contact Lory Empie at 202-551-3714 or Cara Lubit at 202-551-5909 if you have
questions regarding comments on the financial statements and related matters. Please contact
Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
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 FirstName LastName
Frank Fuya  Zheng
X Financial
April 15, 2024
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cc:       Lawrence Venick, esq.