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August 29, 2023
Bin Zhai
Chief Executive Officer
CNFinance Holdings Ltd.
44/F, Tower G, No. 16 Zhujiang Dong Road
Tianhe District, Guangzhou City
Guangdong Province 510620
People’s Republic of China
Re:CNFinance Holdings Ltd.
Annual Report on Form 20-F
Filed April 25, 2023
File No. 001-38726
Dear Bin Zhai:
            We have reviewed your filing 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 20-F
Item 16.I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 138
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a).  Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third-party certifications such as
affidavits as the basis for your submission.  In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third-party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).

 FirstName LastNameBin Zhai
 Comapany NameCNFinance Holdings Ltd.
 August 29, 2023 Page 2
 FirstName LastName
Bin Zhai
CNFinance Holdings Ltd.
August 29, 2023
Page 2
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination.  In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) use terms such as
“us,” “our” and “we,” while (b)(4) refers to “our... or... our operating entity.”  It is unclear
from the context of these disclosures whether terms such as “we” and “our” are meant to
encompass you and all of your consolidated foreign operating entities or whether in some
instances these terms refer solely to CNFinance Holdings Limited.  It also is unclear
whether the term “our operating entity” is meant to encompass all of your consolidated
foreign operating entities.  Please note that Item 16I(b) requires that you provide each
disclosure for yourself and your consolidated foreign operating entities, including variable
interest entities or similar structures.  To clarify this matter, please provide the information
required by each subsection of Item 16I(b) for you and all of your consolidated foreign
operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Contact Tyler Howes at 202-551-3370 or Jennifer Thompson at 202-551-3737 if you
have any questions about comments related to your status as a Commission-Identified Issuer
during your most recently completed fiscal year.

 FirstName LastNameBin Zhai
 Comapany NameCNFinance Holdings Ltd.
 August 29, 2023 Page 3
 FirstName LastName
Bin Zhai
CNFinance Holdings Ltd.
August 29, 2023
Page 3
            You may contact Michael Henderson at 202-551-3364 or Marc Thomas at 202-551-3452
if you have questions regarding comments on the financial statements and related matters.
Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at 202-551-3601 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       James C. Lin, Esq.