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Via Edgar

October 6, 2023

Madeleine Mateo and James Lopez

Division of Corporation Finance

Office of Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re: X Financial

  Form 20-F for the Fiscal Year Ended December 31, 2022

  Filed April 27, 2023

  File No. 001-38652

Dear Ms. Mateo and Mr. Lopez:

On behalf of our client, X Financial, a Cayman
Islands company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated September 22, 2023 (the “Comment Letter”) regarding the Company’s Annual
Report on Form 20-F for the Fiscal Year Ended December 31, 2022.

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.

Form 20-F for the Fiscal Year Ended
December 31, 2022

Introduction, page iii

 1. In
                                            future filings, clearly disclose how you will refer to the holding company, subsidiaries,
                                            and VIEs when providing the disclosure throughout the document so that it is clear to investors
                                            which entity the disclosure is referencing and which subsidiaries or entities are conducting
                                            the business operations. Refrain from using terms such as “we” or “our”
                                            when describing activities or functions of a VIE. For example, disclose, if true, that your
                                            subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
                                            accounting purposes but is not an entity in which you own equity, and that the holding company
                                            does not conduct operations. Disclose clearly the entity (including the domicile) in which
                                            investors own an interest. In addition to revised disclosure elsewhere, provide narrative
                                            disclosure accompanying the organizational graphic on page 105 responsive to this comment.
                                            And revise the graphic to identify clearly the entity in which investors own their interest
                                            and the entity(ies) in which the company’s operations are conducted. Please include
                                            your proposed disclosure in your response letter.

Response: The Company acknowledges the Staff’s comment
and will revise its disclosure throughout its future filings to disclose how it will refer to the holding company, subsidiaries, and VIEs
in future filings. The Company will refer to the holding company as “the Company” and the subsidiaries as “YZT (HK)”,
 “Beijing WFOE”, “Shenzhen Puhui”, “Shenzhen Xiaoying IT”, “Tianjin Yuexin”, and “Dingyue
Digital”, respectively. The Company will refer to the VIEs as “Shenzhen Xiaoying (VIE)”, “Shenzhen Xintang (VIE)”,
 “Beijing Ying Zhong Tong (VIE)”, “Shenzhen Ying Zhong Tong (VIE)” and “Xiaoying Microcredit (VIE)”,
and “Shenzhen Ying Ai Gou (VIE)”, respectively.

The Company proposes to include the
following revised disclosure accompanying the organizational graphic on page 105.

X Financial is a holding company and
does not conduct operations. YZT (HK) Limited, or YZT (HK), is X Financial’s wholly-owned subsidiary incorporated in Hong Kong
and is an intermediate holding company. Xiaoying (Beijing) Information Technology Co., Ltd., or Beijing WFOE, is a wholly-owned
subsidiary of YZT (HK) Limited. Beijing WFOE was incorporated in the PRC and conducts operations in the PRC. Shenzhen Xiaoying Information
Technology Co., Ltd., or Shenzhen Xiaoying IT, is a wholly-owned subsidiary of Beijing WFOE. Shenzhen Xiaoying IT was incorporated
in the PRC and conducts operations in the PRC. Shenzhen Xiaoying Puhui Technology Co., Ltd., or Shenzhen Puhui, is a wholly-owned
subsidiary of Beijing WFOE. Shenzhen Puhui was incorporated in the PRC and conducts operations in the PRC. Tianjin Yuexin Financing Guarantee
Co., Ltd., or Tianjin Yuexin, and Dingyue Digital and Information Technology (Shenzhen) Co., Ltd., or Dingyue Digital, are
wholly owned subsidiaries of Shenzhen Puhui. Tianjin Yuexin and Dingyue Digital were incorporated in the PRC and conduct operations in
the PRC.

Furthermore, through Beijing WFOE,
X Financial conducts its operation in China through Shenzhen Xintang Information Consulting Co., Ltd. or Shenzhen Xintang (VIE),
Beijing Ying Zhong Tong Rongxun Technology Service Co., Ltd, or Beijing Ying Zhong Tong, and Shenzhen Xiaoying Technology Co., Ltd.,
or Shenzhen Xiaoying (VIE) (collectively with Shenzhen Xintang (VIE), Beijing Ying Zhong Tong (VIE), the “VIEs”) through
a series of contractual arrangements. X Financial and its subsidiaries do not have equity interests in Shenzhen Xiaoying (VIE), Shenzhen
Xintang (VIE), or Beijing Ying Zhong Tong (VIE). X Financial’s control over the VIEs and X Financial’s position of being
the primary beneficiary of the VIEs for the accounting purposes are limited to the conditions that X Financial met for consolidation
of the VIEs under U.S. GAAP. Such conditions include that (i) X Financial controls VIEs through power to govern the activities which
most significantly impact the VIEs’ economic performance, (ii) X Financial is contractually obligated to absorb losses of
VIEs that could potentially be significant to VIEs, and (iii) X Financial is entitled to receive benefits from VIEs that could potentially
be significant to VIEs. Only if X Financial meets the aforementioned conditions for consolidation of the VIEs under U.S. GAAP, X Financial
will be deemed as the primary beneficiary of the VIEs, and the VIEs will be treated as X Financial’s consolidated affiliated entities
for accounting purposes. X Financial could face heightened risks and substantial costs in enforcing these contractual arrangements, because,
although contractual arrangements similar to the contractual arrangements with the VIEs (the “VIE Agreements”) have
been widely adopted by PRC companies seeking for listing aboard, such arrangements have not been tested in any of the PRC courts. In
addition, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations,
and rules relating to these contractual arrangements.

Shenzhen Xiaoying (VIE), Shenzhen Xintang
(VIE), or Beijing Ying Zhong Tong (VIE) were incorporated in the PRC and conduct operations in the PRC. Shenzhen Ying Zhong Tong (VIE)
and Xiaoying Microcredit (VIE) are wholly-owned subsidiaries of Shenzhen Xiaoying (VIE). Shenzhen Ying Ai Gou (VIE) is a wholly-owned
subsidiary of Beijing Ying Zhong Tong. Shenzhen Ying Zhong Tong (VIE), Xiaoying Microcredit (VIE) and Shenzhen Ying Ai Gou (VIE) were
incorporated in the PRC and conduct operations in the PRC.

 2. In
                                            future filings, please revise your definition of "China" or "PRC" to
                                            remove the exclusion of Hong Kong and Macau from this definition. Please include your proposed
                                            disclosure in your response letter.

Response:
The Company acknowledges the Staff’s comment and will revise its disclosure throughout its future filings with below
proposed disclosure in the “Introduction” section.

●         “China”
or “PRC” refers to the People’s Republic of China, including, Hong Kong and Macau;

●         “Mainland
China” means the People's Republic of China, excluding, for purposes of this annual report, Hong Kong, Macau and Taiwan;

VIE Structure and Risks Relating to Our
Corporate Structure, page 1

 3. In
                                            future filings, please disclose prominently that you are not a Chinese operating company
                                            but a Cayman Islands holding company with operations conducted by your subsidiaries and through
                                            contractual arrangements with a variable interest entity (VIE) based in China and that this
                                            structure involves unique risks to investors. If true, disclose that these contracts have
                                            not been tested in court. Explain whether the VIE structure is used to provide investors
                                            with exposure to foreign investment in China-based companies where Chinese law prohibits
                                            direct foreign investment in the operating companies, and disclose that investors may never
                                            hold equity interests in the Chinese operating company. Your disclosure should acknowledge
                                            that Chinese regulatory authorities could disallow this structure, which would likely result
                                            in a material change in your operations and/or a material change in the value of your securities,
                                            including that it could cause the value of such securities to significantly decline or become
                                            worthless. Provide a cross-reference to your detailed discussion of risks facing the company
                                            and the offering as a result of this structure. Please include your proposed disclosure in
                                            your response letter. Please also file as exhibits all of the relevant and material contracts.
                                            In this regard, we note agreements identified on page 106 are not filed as exhibits.

Response:
The Company acknowledges the Staff’s comment and will revise its disclosure throughout its future filings with below
proposed disclosure on page 1.

We
are a Cayman Islands holding company conducting our operations in China through Beijing WFOE, a wholly-owned subsidiary of us, Shenzhen
Xiaoying Puhui Technology Co., Ltd., a wholly-owned subsidiary of Beijing WFOE, Shenzhen Xiaoying
Information Technology Co., Ltd., a wholly-owned subsidiary of Beijing WFOE, and the VIEs,
including Shenzhen Xiaoying (VIE), Shenzhen Xintang (VIE), Beijing Ying Zhong Tong (VIE) and their subsidiaries. We have equity
interests in Beijing WFOE, Shenzhen Puhui, and Shenzhen Xiaoying IT, however, neither we nor our subsidiaries own any share in the VIEs.
Instead, we control and receive the economic benefits of the VIEs’ business operation through a series of contractual arrangements
(the “VIE Agreements”). To comply with mainland China laws and regulations, we do not have an equity ownership interest in
the VIEs but rely on the VIE Agreements with VIEs to control and operate their businesses. The VIE Agreements are designed to provide
our Beijing WFOE, with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal
equity holder of the VIE, including absolute control rights and the rights to the assets, property, and revenues of the VIE. As a result
of these contractual arrangements, which have not been tested in a court of law in mainland China, under generally accepted accounting
principles in the United States (“U.S. GAAP”), the assets and liabilities of the VIE are treated as our assets and liabilities
and the results of operations of the VIE are treated in all aspects as if they were the results of our operations. We are the primary
beneficiary of the VIE, and, therefore, consolidate the financial results of the VIE in our consolidated financial statements in accordance
with U.S. GAAP. See “Item 4.C. Organizational Structure” for more information on these VIE Agreements.

Because
of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and
regulations, including but not limited to the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty
about any future actions of the mainland China government in this regard. The VIE Agreements may not be effective in providing control
over the VIE. The contractual arrangements have not been tested in a court of law in the mainland China and there remain significant
uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. One of the VIEs and a subsidiary
of the VIEs conduct internet value-added businesses of which foreign investment is restricted. As a result, our shareholders may never
directly hold all equity interests in such VIEs. We may also be subject to sanctions imposed by mainland China regulatory agencies including
Chinese Securities Regulatory Commission, or CSRC, if we fail to comply with their rules and regulations. Mainland China regulatory
authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change
in the value of our securities, including that it may cause the value of such securities to significantly decline or become worthless.
We may also be subject to mainland China laws relating to, among others, data security and restrictions over foreign investments due
to the complexity of the regulatory regime in mainland China, and the recent statements and regulatory actions by the mainland China
government relating to data security may affect our remaining business operations in China or even our ability to offer securities in
the United States. We are also subject to the risks and uncertainties about any future actions of the mainland China government that
could disallow the VIE structure, which would likely result in a material change in our operations and/or a material change in the value
of our securities, including causing the value of such securities to significantly decline or become worthless. See “Risk Factors-Risks
Relating to Our Corporate Structure” for more information.

The Company has attached the English
translation of below agreements as Exhibit A to this response letter, which were not filed with the 20-F as exhibits:

 (1) Exclusive Business Cooperation Agreement between Beijing WFOE and Beijing Ying
Zhong Tong dated October 15, 2021;

 (2) Power of Attorney Agreement between Tang Yue, Sun Jing, Beijing WFOE and Beijing
Ying Zhong Tong dated October 15, 2021;

 (3) Exclusive Call Option Agreement between Tang Yue, Sun Jing, Beijing WFOE and Beijing
Ying Zhong Tong dated October 15, 2021;

 (4) Equity Pledge Agreement concerning Beijing Ying Zhong Tong, between Sun Jing and
Beijing WFOE dated October 15, 2021;

 (5) Equity Pledge Agreement concerning Beijing Ying Zhong Tong, between Tang Yue and
Beijing WFOE dated October 15, 2021; and

 (6) Spouse Consent Letter of Tang Yue concerning Beijing Ying Zhong Tong dated October
15, 2021.

 4. We
                                            note your disclosure that the Cayman Islands holding company controls and receives the economic
                                            benefits of the VIE’s business operations through contractual agreements between the
                                            VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those agreements are designed
                                            to provide your WFOE with the power, rights, and obligations equivalent in all material respects
                                            to those it would possess as the principal equity holder of the VIE. We also note your disclosure
                                            that the Cayman Islands holding c