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    Davis
    Polk & Wardwell

    Hong
    Kong Solicitors

    The
    Hong Kong Club Building

    3A Chater Road

    Hong Kong

    davispolk.com

    Resident
    Hong Kong Partners

    Karen
    Chan **

    Yang
    Chu **

    James
    C. Lin *

    Gerhard
    Radtke *

    Martin
    Rogers **

    Miranda
    So *

    James
    Wadham **

    Xuelin
    Wang *

    Hong
    Kong Solicitors

    *
      Also Admitted in New York

    **
    Also Admitted in England and Wales

January 5, 2023

    Re:
    CNFinance
    Holdings Ltd.

    Amendment
    No. 3 to Registration Statement on Form F-3

    Filed
    December 2, 2022

    File
    No. 333-259304

Mr.
John Stickel

Ms.
Tonya Aldave

Division
of Corporation Finance

Office
of Finance

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

USA

Dear
Mr. John Stickel and Ms. Tonya Aldave:

On
behalf of our client CNFinance Holdings Limited (the “Company”), a company incorporated under the laws of the Cayman
Islands, we are submitting to the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated December 23, 2022
(the “Comment Letter”) on the Company’s Amendment No. 3 to the Registration Statement on Form F-3 filed on December
2, 2022 (the “Amendment No. 3 to Form F-3”). Concurrently with the submission of this letter, the Company is submitting
its Amendment No. 4 to the Registration Statement on Form F-3 (the “Revised Form F-3”) via EDGAR to the Commission
for review in accordance with the procedures of the Commission.

Set
forth below are the Company’s responses to the Staff’s comments in the Comment Letter. The responses and information below
are based on information provided to us by the Company. The Company has responded to the Staff’s comments by revising the
Amendment No. 3 to Form F-3 to address the comments, by providing an explanation if the Company has not so revised the Amendment No.
3 to Form F-3, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold, followed
by the Company’s responses to such comments. We have included page numbers to refer to the location in the Revised Form F-3 where
the language addressing a particular comment appears.

*
     *       *      *

    Davis Polk includes Davis Polk & Wardwell LLP and its associated entities.

Amendment
No. 3 to Form F-3 filed December 2, 2022

About
this Prospectus, page ii

    1.
    Please revise your definition
    of “China or the PRC” to include Hong Kong and Macau and to clarify that the “legal and operational” risks
    associated with operating in China also apply to your operations in Hong Kong. The definition may clarify that the only time that
    “China or the PRC” does not include Hong Kong or Macau is when you are referencing specific laws and regulations adopted
    by the PRC. If it does, please revise your disclosure to discuss any commensurate laws or regulations in Hong Kong, if applicable,
    and any risks and consequences to the company associated with those laws and regulations. As one example, your enforceability of
    civil liabilities discussion should discuss the enforceability of civil liabilities in Hong Kong.

In
response to the Staff’s comment, the Company has revised the disclosure on page ii and page 18 of the Revised Form F-3.

*
     *      *      *

If
you have any questions regarding this submission, please contact James C. Lin at +852-2533-3368 or james.lin@davispolk.com.

Thank
you again for your time and attention.

    Yours sincerely,

    /s/ James
    C. Lin

    James C. Lin

    cc:
    Bin Zhai, Chief Executive Officer

    CNFinance Holdings Limited

  January 5, 2023
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