SecProbe.io

CORRESP
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    Lawrence Venick

    Partner

    2206-19 Jardine House

    1 Connaught Place Central

    Hong Kong, SAR

    Direct     +852.3923.1188

    Main       +852.3923.1111

    Fax          +852.3923.1100

    lvenick@loeb.com

Via EDGAR

June 17, 2024

Blake Grady
 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Mergers & Acquisitions
 Washington, D.C. 20549

 Re: X Financial (the “Company”)

                                            Schedule TO-I filed June 5, 2024

                                            File No. 005-90893

Dear Mr. Grady:

As counsel for the Company and on its behalf,
this letter is being submitted in response to the letter dated June 12, 2024 from the Securities and Exchange Commission (the “Commission”)
in which the staff of the Commission (the “Staff”) commented on the above-referenced Schedule TO-I filed June 5,
2024 (the “Schedule TO”).

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.

Schedule TO-I filed June 5, 2024

General

 1. The cross references in Item 3 of the Schedule TO appear to be
                                            inaccurate. For example, the reference to a section of the Offer to Purchase titled “Certain
                                            Information Concerning Us” appears to be intended to refer to “Certain Information
                                            Concerning the Company.” Please revise.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has revised the disclosure on page 1 of the Schedule TO-I.

 2. The following disclosure, which appears on the cover page of
                                            the Offer to Purchase, appears to be missing words: “If the Offer is fully subscribed,
                                            which would represent approximately 8.75% of our outstanding ADSs and approximately 4.05%
                                            of our outstanding share capital as of June 4, 2024.” Similar disclosure appears
                                            on page 27. Please revise or advise.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has revised the disclosure on the cover page and page 27 of the Offer to Purchase.

Principal   Robert CALDWELL   Roy CHOI   Michael FUNG   Lewis HO   Jeffrey KUNG   Lynia LAU   Wallace LAU   Alfred LEE   JC LEE   Terence WONG

A Hong Kong firm of solicitors.

Los Angeles   New York   Chicago   Nashville   Washington, DC   San Francisco   Beijing   Hong Kong   www.loeb.com

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    Securities and Exchange Commission

    Page 2

Conditions of the Offer, page 23

 3. Refer to the following statement in the first paragraph on page 25
                                            of the Offer to Purchase: “Our failure at any time to exercise any of the foregoing
                                            rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing
                                            right that may be asserted at any time and from time to time.” If an offer condition
                                            is “triggered” while an offer is pending, in our view, the offeror must promptly
                                            inform securityholders whether it will assert the condition and terminate the offer, or waive
                                            it and continue. Reserving the right to waive a condition “at any time and from time
                                            to time” may be inconsistent with your obligation in this regard. Please confirm in
                                            your response letter that you will promptly notify securityholders if a condition is triggered
                                            while the Offer is pending.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company hereby confirms that it will promptly notify securityholders whether it will assert the condition
and terminate the Offer, or waive it and continue if a condition is triggered while the Offer is pending.

Certain Information Concerning the Company, page 26

 4. Refer to the paragraph on page 26 beginning with “[i]nformation
                                            can be inspected and copied at the public reference facilities maintained by the SEC at 100
                                            F Street, N.E., Washington, D.C. 20549.” The SEC no longer maintains a public reference
                                            room where filings can be inspected and copied by the public. Please revise the disclosure
                                            in this section accordingly.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has amended the disclosure on page 26 of the Offer to Purchase.

Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the ADSs, page 27

 5. Please revise the table showing the number of Class A ordinary
                                            shares and Class B ordinary shares beneficially owned by directors and executive officers
                                            to include the aggregate number and percentage of ADSs held by each such person. See Item
                                            1008(a) of Regulation M-A.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has amended the disclosure on page 27 of the Offer to Purchase.

* * *

    Securities and Exchange Commission

    Page 3

Please contact the undersigned at 310-728-5129
if you have any questions with respect to the response contained in this letter.

    Sincerely,

    /s/ Lawrence S. Venick

    Lawrence Venick

    Partner

cc: Frank Fuya Zheng