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Via Edgar

April 26, 2024

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

    Response dated October 6, 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 April 15, 2024 (the “Comment Letter”) regarding the Company’s response letter
filed on October 6, 2023.

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. The Company will include the below proposed disclosure in the annual report on Form 20-F for fiscal year ended
December 31, 2023 (the “2023 20-F”).

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.

Response:
The Company acknowledges the Staff’s comment and  will amend the graphic as below in the 2023 20-F.

 (1) In December 2017, Beijing WFOE acquired 100% of the equity interest held by Shenzhen Xiaoying (VIE) in Shenzhen Xiaoying Puhui
Technology Co., Ltd. and Shenzhen Xiaoying Information Technology Co., Ltd.

 (2) Mr. Yue (Justin) Tang and entities controlled by Mr. Yue (Justin) Tang hold 42.9838% and 57.0162% of equity interest in
Shenzhen Xiaoying, respectively.

 (3) Shenzhen Lelebu holds 100% equity interest in Shenzhen Xintang (VIE).

 (4) Mr. Yue (Justin) Tang and Mrs. Jing Sun holds 51% and 49% of the equity interest in Beijing Ying Zhong Tong (VIE), respectively.

* Entities in which the shareholders of X Financial own the interests.

** Entities in which the shareholders of X Financial do not own any
interests.

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 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.

Response: The
Company acknowledges the Staff’s comment and will include below disclosure in the 2023 20-F. The Company  will disclose in
the 2023 20-F that “variable interest entities” or “VIEs” refer to Chinese Mainland companies in which we do
not have equity interests but whose financial results have been consolidated into our consolidated financial statements in
accordance with U.S. GAAP due to our having effective control over, and our being the primary beneficiary of, such entity. The
Company  will amend 2023 20-F with below proposed amended disclosure on page 1 (in which the deleted parts are with deletion
line and the added parts are with underline).

Because
of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the Chinese Mainland
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 Chinese Mainland government in this regard. Our VIE Agreements may not be effective in
providing control over the VIEs. The contractual arrangements have not been judicially tested in the Chinese Mainland and there
remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. We rely on the
VIE Agreements with VIEs to control and operate their businesses. One of our VIEs and a subsidiary of the VIEs conduct internet
value-added businesses of which foreign investment is restricted. As a result, The investors may never directly
hold equity interests in such VIEs. We may also be subject to sanctions imposed by Chinese Mainland regulatory agencies including Chinese
Securities Regulatory Commission, or CSRC, if we fail to comply with their rules and regulations. We may also be subject to Chinese
Mainland laws relating to, among others, data security and restrictions over foreign investments due to the complexity of the regulatory
regime in Chinese Mainland, and the recent statements and regulatory actions by the Chinese Mainland government relating to data security
may affect our remaining business operations in Chinese Mainland 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 Chinese Mainland 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.

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:

Response:
P2P operation business is a commercial term which means providing investment products to individual investors via peer-to-peer
model, and “Online lending information service provider” and “internet lending information intermediary” are
also terms denoting P2P operation business operator. The Company is no longer a P2P operation business operator since it completely
cleared and ceased the P2P operation business as of December 17, 2020, and it is currently operating platforms connecting
borrowers with institutional funding partners rather than individual investors. Therefore, P2P operation business related laws and
regulations no longer apply to the Company except that it cannot assure you that it will not be subject to any penalties
retroactively prescribed in the relevant laws and regulations relating to its previous P2P operation business. As of the date of
this response, the Company has obtained licenses that are material for its current business operations, including business licenses,
financing guarantee license, online microcredit business operating license, network microcredit license, value-added
telecommunications service operating license (“VATS License”) except otherwise disclosed in the annual report.

• 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;

Response: The
Company acknowledges the Staff’s comment and  will revise its disclosure in the 2023 20-F with below proposed amended
disclosures (in which the deleted parts are with deletion line and the added parts are with underline). Particularly, for the laws
and regulations related to historic P2P operation business, it has been moved to a new section under the Regulation part,
 “Regulations Relating to Historic P2P Operation Business”.

Risk Factors:

Risks Relating to Our Business and
Industry - We have ceased the P2P operation business, but we cannot assure you that our operations were in full compliance with relevant
legal requirements and would not be punished under relevant regulations.

. . .

As of December 17, 2020, Xiaoying
Wealth Management platform’s P2P operation business had been cleared and ceased, and the principal and earnings of all individual
investors had been fully settled. We are currently operating platforms connecting borrowers with institutional funding partners rather
than individual investors. Since that date, we have not undertaken any activities related to the P2P operation. In this regard, the
Interim Measures and other regulations that regulate P2P operation business are no longer applicable to us. However, uncertainties
still exist in relation to the interpretation and implementation of the relevant laws and regulations relating to P2P operation business.
We cannot assure you that we will not be subject to any penalties retroactively prescribed in the relevant laws and regulations relating
to our previous P2P operation business, although we have already ceased the related business, and if we were punished, our business, financial
condition and results of operations may be materially and adversely affected.

Risks Relating to Our Business and
Industry - We may be required to obtain or reapply for additional value-added telecommunication business licenses.

Chinese Mainland regulations impose
sanctions on entities for engaging in the provision of telecommunication business of a commercial nature without having obtained a
VATS License. If we fail to obtain or maintain licenses required for our business, we could be subject to sanctions including corrective
orders and warnings from the Chinese Mainland telecommunication administration authority, fines and confiscation of illegal gains
and, in the case of significant infringements, the websites and mobile applications may be ordered to cease operation.

Pursuant to the Interim Measures,
we are required to apply for appropriate telecommunication business operation permit, i.e., the value-added telecommunication business
license, in accordance with relevant provisions of competent communication departments after we have completed the registration of online
lending intermediary with local financial regulatory authority. The local government authority has not yet issued the relevant implementation
rules regarding such filing and therefore we cannot assure you we will be able to make the necessary filing or apply for the value-added
telecommunication business license. Even if we have obtained the telecommunication business license, we may also be subject to monetary
penalty or suspension of operation and rectification by the telecommunication administrations if we fail to operate the business as prescribed
in the telecommunication operating licenses, or fail to operate the business as regulated by the telecommunications administration or
other regulatory authorities.

Given the evolving regulatory environment
of the consumer finance industry and value-added telecommunication business, we cannot rule out the possibility that the Chinese
Mainland communication administration authority or other government authorities will explicitly require any of our consolidated VIEs or
subsidiaries of our consolidated VIEs to obtain Internet content provider licenses, or ICP licenses, online data processing and transaction
processing licenses, or ODPTP licenses or other VATS Licenses, or issue new regulatory requirements
to institute a new licensing regime for our industry. If such VATS Licenses are required in the future,
or a new license regime is introduced or new regulatory rules are promulgated, we cannot assure you that we would be able to obtain
any required license or other regulatory approvals in a timely manner, or at all, which would subject us to the sanctions described above
or other sanctions as stipulated in the new regulatory rules, and materially and adversely affect our business and impede our ability
to continue our operations.

Additionally, according to Guidance on
Regulating Asset Management Business of Financial Institutions, or the Guidance, which was promulgated jointly by the PBOC, China Insurance
Regulatory Commission (“CIRC”), CSRC and the State Administration of Foreign Exchange(“SAFE”) on April 27,
2018, only financial institutions, such as banks, trusts, securities, funds, futures, insurance asset management agencies and financial
asset investment companies, can operate asset management business. As ancillary services that we currently provide are not “asset
management business” as defined in the Guidance or other applicable Laws and Regulations, we do not believe that we would be subject
to the Guidance. However, we cannot assure you if the money market products offered by the relevant financial institutions to which we
provide the ancillary services will not be ceased pursuant to the Guidance.

Nevertheless, the interpretation and the
enforcement of such regulations in the context of online consumer finance industry remains uncertain, and therefore, it is unclear what
kind of VATS Licenses we should obtain. Given the evolving regulatory environment of the consumer finance
industry and value-added telecommunication business, we cannot rule out the possibility that the Chinese Mainland communication administration
authority or other government authorities will explicitly require any of our consolidated VIEs or subsidiaries of our consolidated VIEs
to obtain Internet content provider licenses, or ICP licenses, online data processing and transaction processing licenses, or ODPTP licenses
or other VATS Licenses, or issue new regulatory requirements to institute a new licensing regime for
our industry.

In addition, the Telecommunications Regulations
promulgated by the State Council and its related implementation rules, including a catalog issued by the Ministry of Industry and Information
Technology, or MIIT, categorize various types of value-added telecommunications services. Under the Telecommunications Regulations, e-commerce
operator may be required to obtained an online data processing and transaction processing license, or ODPTP license. Our online shopping
mall may be required to obtain ODPTP license.

If such VATS Licenses are clearly required in the future, or a new license regime is introduced or new regulatory rules are promulgated,
we cannot assure you that we would be able to obtain or maintain any required license or other regulatory approvals in a timely manner,
or at all, which would subject us to the sanctions described above or other sanctions as stipulated in the new regulatory rules, and materially
and adversely affect our business and impede our ability to continue our operations.

In addition, as certain shareholder of
the VIEs has changed his nationality, our consolidated VIEs may be deemed as foreign-invested telecommunications enterprises. Therefore,
we are required to reapply for the ICP licenses as foreign-invested telecommunications