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December 21, 2023
Peng Xue
Chief Executive Officer
BingEx Limited
Building 6
Zhongguancun Dongsheng International Science Park
No.1 Yongtaizhuang North Road
Haidian District, Beijing 100192
People’s Republic of China
Re:BingEx Limited
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted November 24, 2023
CIK No. 0001858724
Dear Peng Xue:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Our Financial Performance, page 2
1.You disclose that you have grown rapidly in recent years and achieved profitability in the
first half of 2023.  While we note that your gross profit has increased period over period,
we note your realization of net income for the six months ended June 30, 2023 appears
due to a substantial increase in "other income" from RMB4.3 million in the six months
ended June 30, 2022 to RMB48.2 million (US$6.7 million), or a 1021% increase. You
disclose within MD&A that this increase in "other income" was mainly due to the increase
in government grants, which were determined at the discretion of the relevant

 FirstName LastNamePeng Xue
 Comapany NameBingEx Limited
 December 21, 2023 Page 2
 FirstName LastName
Peng Xue
BingEx Limited
December 21, 2023
Page 2
governmental authorities. Please balance disclosure of your achievement of
profitability with the source of such profitability at this time and whether you believe your
profitability can continue, such as cross referencing to your risk factor on page 25 entitled
"We cannot assure you that we will be able to maintain profitability in the future" in
which you revise this risk factor to discuss the substantial increase in government grants
that helped you record net income in the six months ended June 30, 2023.
Summary of Risk Factors
Risks Relating to Doing Business in China, page 5
2.We note the changes you made to your disclosure appearing in the Summary and Risk
Factor sections relating to legal and operational risks associated with operating in China
and PRC regulations. It is unclear to us that there have been changes in the regulatory
environment in the PRC since our comment letter dated August 13, 2021 warranting
revised disclosure to mitigate the challenges you face and related disclosures.  The Sample
Letters to China-Based Companies sought specific disclosure relating to the risk that the
PRC government may intervene in or influence your operations at any time, or may exert
control over operations of your business, which could result in a material change in your
operations and/or the value of the securities you are registering for sale. We remind you
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) as defined in Securities
Act Rule 405 means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.” The Sample Letters also sought specific
disclosures relating to uncertainties regarding the enforcement of laws and that the rules
and regulations in China can change quickly with little advance notice.  We do not believe
that your revised disclosure referencing the changes from time to time in the
interpretation, application, and enforcement of the PRC laws and regulations coveys the
same risk.  Please revise your disclosure to include the specific disclosure sought in our
prior comment 5 and 11, accordingly.
Our Holding Company Structure and the Contractual Arrangements with the VIE, page 8
3.We note your response to our prior comment 4 and re-issue it in part.  Revise your
disclosure to specifically state how and why the contractual arrangements with the VIE in
China may be less effective than direct ownership.  In this regard, we note your risk factor
entitled "Our contractual arrangements may not be as effective in providing operational
control as direct ownership and the VIE stakeholders may fail to perform their obligations
under our contractual arrangements."

 FirstName LastNamePeng Xue
 Comapany NameBingEx Limited
 December 21, 2023 Page 3
 FirstName LastName
Peng Xue
BingEx Limited
December 21, 2023
Page 3
Prospectus Summary
Permission Required from the PRC Authorities for Our Operations and Offering, page 11
4.We note your response to our prior comment 6 and the related cross-references to certain
risk factors.  Please also describe here the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
Summary Consolidated Financial Data, page 17
5.Please address the following regarding the condensed consolidating schedules presented
on pages 19 through 21:

•Revise the schedule so that it disaggregates the parent company, the VIEs and its
consolidated subsidiaries, the WFOE(s) that are the primary beneficiary of the VIEs,
and an aggregation of other entities that are consolidated. To this end, it appears the
schedules should be further disaggregated for the WFOE(s).

•Revise the condensed consolidating schedule depicting the consolidated balance
sheets to present disaggregated intercompany amounts, such as separate line items for
intercompany receivables and investment in subsidiary. In this regard, we note
“Investments in and amount due from subsidiaries” is presented as one line item.

•Revise to further disaggregate the condensed consolidating schedule depicting the
consolidated cash flows.
Risks Relating to Our Business and Industry
If our expansion into new geographical areas is not successful, our business and prospects may
be materially and adversely affected, page 31
6.We note your response to our prior comment 13 indicating that you have only registered
branch offices in 21 cities.  However, we re-issue the comment as it does not appear you
have provided a distinction between first-tier cities in China and lower-tier cities.  Please
disclose what you consider first-tier cities as compared to what you disclose as lower-tier
cities in which you are expanding your geographical reach.
Risks Relating to Our Corporate Structure
If the PRC government determines that the contractual arrangements constituting the part of the
VIE structure do not comply with PRC laws..., page 44
7.We note your response to our prior comment 14 and re-issue it.  Revise this risk factor to
acknowledge that if the PRC government determines that the contractual arrangements
constituting part of the VIE structure do not comply with PRC regulations, or if these

 FirstName LastNamePeng Xue
 Comapany NameBingEx Limited
 December 21, 2023 Page 4
 FirstName LastNamePeng Xue
BingEx Limited
December 21, 2023
Page 4
regulations change or are interpreted differently in the future, your ADSs may decline in
value or become worthless if the determinations, changes, or interpretations result in your
inability to assert contractual control over the assets of your PRC subsidiaries or the
VIE that conduct all or substantially all of your operations.
Risk Factors
Risks Relating to Doing Business in China
The PRC government's oversight over our business operations could result in a material change
in our operations and the value of our ADSs., page 50
8.We note your response to comment 11, and we re-issue in part. Given the Chinese
government’s significant oversight and discretion over the conduct and operations of your
business, please revise to describe any material impact that intervention, influence, or
control by the Chinese government has or may have on your business or on the value of
your securities.  We remind you that, pursuant to federal securities rules, the term
“control” (including the terms “controlling,” “controlled by,” and “under common control
with”) means “the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the ownership of
voting securities, by contract, or otherwise.”
Dilution, page 78
9.Please revise to present the net tangible book value as of June 30, 2023 rounded to the
nearest cent (i.e., using two decimal points).
Business
Overview, page 110
10.You disclose that in 2022, your market share was approximately 33.7%, according to
iResearch. Please disclose if your reference to "market share" is for "on-demand
delivery" more broadly or more specifically among what you have defined as
"independent on-demand dedicated courier service providers."
Our Services, page 110
11.You disclose that you were able to charge an average price per order of RMB17.0 in the
six months ended June 30, 2023, which represents a significant premium compared to
other major players in the on-demand delivery industry. Please disclose the source for this
statement or revise to characterize as your belief.
Our Competitive Strengths
Attractive unit economics and strong scalability, page 112
12.You disclose that your crowd-sourcing model for Flash-Riders allows us to minimize
fixed costs and maintain scalability. Please revise to explain what you mean by "crowd-
sourcing model" for procuring Flash-Riders.

 FirstName LastNamePeng Xue
 Comapany NameBingEx Limited
 December 21, 2023 Page 5
 FirstName LastName
Peng Xue
BingEx Limited
December 21, 2023
Page 5
Technology-driven operation, achieving excellent efficiency and quality control, page 113
13.You disclose that you have an intelligent dispatch system that optimizes order-rider
matching based on the real-time locations of Flash-Riders, that in part prices each order
based on factors such as parcel distance and weight, and the supply in the area, and then
dispatches the order to a few selected Flash-Riders who are best suited to fulfill such
order.  Please disclose how the Flash-Rider that ultimately collects the parcel is chosen
from among the few selected Flash-Riders orders are dispatched to.
14.You disclose that your digitalized rider management system keeps track of a performance
score for each Flash-Rider, adjusts such score based on their performance, and rewards
Flash-Riders based on such ratings as a way to retain high-quality riders and enhance
customer experience. Please disclose what items you consider in your "performance
score" and how you reward Flash-Riders.
Index to the Consolidated Financial Statements
Consolidated Statements of Comprehensive Loss, page F-6
15.We note that you present, on this page and on page F-44, a Gross profit line item. Please
revise to consider all amounts applicable to Cost of revenues in accordance with U.S.
GAAP, and comply with the guidance in SAB Topic 11:B. For example, measures of
gross profit should reflect the allocable portion of depreciation.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(f) Term deposits, page F-15, page F-15
16.We note from your disclosure that total term deposits amounting to RMB500 were insured
as of December 31, 2022. However, the consolidated balance sheet for that period reflects
term deposits of RMB34.8. Please clarify this discrepancy and revise your disclosures as
necessary.
            Please contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Kimberly Calder,
Staff Accountant, at 202-551-3701 if you have questions regarding comments on the financial
statements and related matters. Please contact Anuja A. Majmudar, Attorney-Advisor, at 202-
551-3844 or Kevin Dougherty, Attorney-Advisor, at 202-551-3271 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Shu Du