SecProbe.io

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 Akso Health Group

 Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building

 No. 44, Moscow Road , Qianwan Bonded Port Area

 Qingdao Pilot Free Trade Zone, China (Shandong)

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Mr. Eddie Kim

 June 5, 2025

 Re:
 Akso Health Group

 Registration Statement on Form F-3, as amended (File No. 333-277351)

 Initially filed February 23, 2024

 Dear Mr. Kim:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Akso Health Group hereby requests acceleration of effectiveness of the above referenced Registration Statement, so
that it will become effective at 5:00 p.m. ET on June 6, 2025, or as soon as thereafter practicable.

 Very truly yours,

 Akso Health Group

 By:
 /s/ Yilin (Linda) Wang

 Name:
 Yilin (Linda) Wang

 Title:
 Chief Executive Officer

 cc:
 Joan Wu, Esq.

 Hunter Taubman Fischer & Li LLC

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 Akso Health Group

 Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building

 No. 44, Moscow Road , Qianwan Bonded Port Area

 Qingdao Pilot Free Trade Zone, China (Shandong)

 May 22, 2025

 VIA EDGAR

 Attn: Jenna Hough and Donald Field

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Akso Health Group
 Amendment No. 2 to Registration Statement on Form F-3
 Filed November 26, 2024
 File No. 333-277351

 Dear Jenna Hough and Donald Field,

 Akso Health Group (“we”
or the “Company”) is hereby providing responses to comments of the Staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) issued on January 30, 2025 regarding the Company’s Amendment No. 2 to Registration
Statement on Form F-3 filed on January 6, 2025 (the “Amendment”) and addressed to Linda Wang (the “Staff’s Letter”).

 Amendment No. 2 to Registration Statement on Form F-3

 Cover Page

 1. We note your discussion regarding cash transfers
throughout your organization. Please revise to state on the prospectus cover page, as you do on page 7, that you do not maintain cash
management policies that dictate how funds are transferred. Provide a cross-reference to the discussion of this issue in the prospectus
summary.

 RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised the cover page accordingly.

 Prospectus Summary, page 1

 2. Please revise to provide a summary of risk
factors, and disclose the risks of your corporate structure and being based in or having the majority of the company’s operations
in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with specific cross-references
(title and page number) to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations
at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could
result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless. With each summary risk factor, please provide
a cross-reference to the relevant individual detailed risk factor. In this regard, we note that you appear to have included a summary
of risk factors section in the risk factors section on page 28 versus in the prospectus summary. Please relocate the summary of risk factors
to the prospectus summary and ensure that it complies with the included guidance.

 RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we have relocated the summary of risk factors to the prospectus summary accordingly.

 Permissions Required from the PRC Authorities
for the Operations and Securities Offerings of PRC Subsidiaries and Consolidated Affiliated…, page 3

 3. We note that you cite reliance on the Hebei
Changjun Law Firm as counsel for your conclusions regarding permissions and approvals to operate your businesses in China and to conduct
this offering. Please file a consent of Hebei Changjun Law Firm as an exhibit.

 RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we have filed a consent of Hebei Changjun Law Firm as an exhibit to the registration statement.

 Corporate Structure, page 17

 4. We note your disclosure that you own 51%
and 50%, respectively, of We Healthy Limited (Hong Kong) and Tianjin Wangyi Cloud Technology Co., Ltd. Please revise the chart or add
footnote disclosure to identify the persons or entities that own the remaining equity of each entity.

 RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised our corporate structure chart accordingly to include the 49% shareholder
of We Healthy Limited. In addition, since the filing of the Amendment, we have acquired the remaining 50% of Tianjin Wangyi Cloud Technology
Co., Ltd., which is also now reflected in the updated corporate structure chart.

 Enforceability of Civil Liabilities, page
99

 5. Please revise this section to identify the
directors, officers, or members of senior management who are nationals or residents of the PRC. Please also provide a risk factor addressing
the challenges of bringing actions and enforcing judgments/liabilities against such individuals.

 RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised the Enforceability of Civil Liabilities section accordingly.

 Item 10. Undertakings, page II-2

 6. We note your response to prior comment 2
and reissue in part. We note your annotation and footnote in the exhibit index that you intend to rely on Section 305(b)(2) of the Trust
Indenture Act. Please also revise to include the undertaking contained in Item 512(j) of Regulation S-K.

 RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we have revised the footnote in the exhibit index accordingly.

 2

 If you have any questions
relating to the foregoing or wish to discuss any aspect of the Company’s filings please do not hesitate to contact us.

 Sincerely,

 Akso Health Group

 By:
 /s/ Yilin (Linda) Wang

 Name:
 Yilin (Linda) Wang

 Title:
 Chief Executive Officer

 cc:

 Hunter Taubman Fischer & Li LLC

 Joan Wu, Esq. (jwu@htflawyers.com)

 Charles Tan, Esq. (ctan@htflawyers.com)

 3

January 30, 2025
Linda Wang
Chief Executive Officer
Akso Health Group
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,
No. 44, Moscow Road, Qianwan Bonded Port Area
Qingdao Pilot Free Trade Zone, China (Shandong)
Re:Akso Health Group
Amendment No. 2 to Registration Statement on Form F-3
Filed January 6, 2024
File No. 333-277351
Dear Linda Wang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 17, 2024
letter.
Amendment No. 2 to Registration Statement on Form F-3
Cover Page
1.We note your discussion regarding cash transfers throughout your organization.
Please revise to state on the prospectus cover page, as you do on page 7, that you do
not maintain cash management policies that dictate how funds are transferred. Provide
a cross-reference to the discussion of this issue in the prospectus summary.
Prospectus Summary, page 1
Please revise to provide a summary of risk factors, and disclose the risks of your
corporate structure and being based in or having the majority of the company’s 2.

January 30, 2025
Page 2
operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with specific cross-references (title and
page number) to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. With each summary risk factor, please provide a cross-
reference to the relevant individual detailed risk factor. In this regard, we note that
you appear to have included a summary of risk factors section in the risk factors
section on page 28 versus in the prospectus summary. Please relocate the summary of
risk factors to the prospectus summary and ensure that it complies with the included
guidance.
Permissions Required from the PRC Authorities for the Operations and Securities Offerings
of PRC Subsidiaries and Consolidated Affiliated..., page 3
3.We note that you cite reliance on the Hebei Changjun Law Firm as counsel for your
conclusions regarding permissions and approvals to operate your businesses in China
and to conduct this offering. Please file a consent of Hebei Changjun Law Firm as an
exhibit.
Corporate Structure, page 17
4.We note your disclosure that you own 51% and 50%, respectively, of We Healthy
Limited (Hong Kong) and Tianjin Wangyi Cloud Technology Co., Ltd. Please revise
the chart or add footnote disclosure to identify the persons or entities that own the
remaining equity of each entity.
Enforceability of Civil Liabilities, page 99
5.Please revise this section to identify the directors, officers, or members of senior
management who are nationals or residents of the PRC. Please also provide a risk
factor addressing the challenges of bringing actions and enforcing
judgments/liabilities against such individuals.
Item 10. Undertakings, page II-2
6.We note your response to prior comment 2 and reissue in part. We note your
annotation and footnote in the exhibit index that you intend to rely on Section
305(b)(2) of the Trust Indenture Act. Please also revise to include the undertaking
contained in Item 512(j) of Regulation S-K.

January 30, 2025
Page 3
            Please contact Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu

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Akso Health Group

Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building

No. 44, Moscow Road , Qianwan Bonded Port Area

Qingdao Pilot Free Trade Zone, China (Shandong)

January 6, 2025

VIA EDGAR

Attn: Jenna Hough and Donald Field

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Akso Health Group

    Amendment No. 1 to Registration Statement on Form F-3

    Filed November 26, 2024

    File No. 333-277351

Dear Jenna Hough and Donald Field,

Akso Health Group (“we”
or the “Company”) is hereby providing responses to comments of the Staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) issued on December 14, 2024 regarding the Company’s Amendment No. 1 to Registration
Statement on Form F-3 filed on November 26, 2024 (the “Amendment”) and addressed to Linda Wang (the “Staff’s Letter”).

Amendment No. 1 to Registration Statement on Form F-3

Item 9. Exhibits, page II-1

1. We note your response to comment 1 and reissue
in part. We note that Exhibit 5.1 is limited to Cayman Islands law. We also note that certain registered securities are to be governed
by New York law. Please file a qualified legal opinion regarding any securities to be governed by New York law (i.e. debt securities,
warrants, rights and units).

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will file a qualified legal opinion regarding any securities to be governed by New York
law.

2. We note your response to comment 2 and reissue.
We note that you are registering debt securities and that you did not file a Form T-1 as an exhibit. Please either file a Form T-1 as
an exhibit to the registration statement to qualify the trustee thereunder or annotate the exhibit index to indicate your intention to
rely on Section 305(b)(2) of the Trust Indenture Act and include the undertaking contained in Item 512(j) of Regulation S-K.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we have annotated the exhibit index to indicate our intention to rely on Section 305(b)(2)
of the Trust Indenture Act and include the undertaking contained in Item 512(j) of Regulation S-K.

3. We note your response and revised disclosures
to comment 4 and reissue. Please revise the filing, as applicable, to provide more specific and prominent disclosures about the legal
and operational risks associated with China-based companies. For guidance, please see the Division of Corporation Finance’s Sample
Letter to China Based Companies issued by the Staff in December 2021 (China-Based Company Dear Issuer Letter). In this regard, we note
that you have not provided the required disclosures on the prospectus cover page or in the prospectus summary. Alternatively, it appears
that you have provided certain disclosures in disjointed sections of the prospectus. Please revise the prospectus based upon the guidance
in the China-Based Company Dear Issuer Letter to include reorganizing responsive disclosures so that its located in the correct sections.
Lastly, please provide correspondence that details where the required disclosures can be found.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure on the prospectus cover page, prospectus summary from pages
1 to 9, and risk factors from pages 43 to 46 in compliance with instructions given in the letter.

If you have any questions
relating to the foregoing or wish to discuss any aspect of the Company’s filings please do not hesitate to contact us.

    Sincerely,

    Akso Health Group

    By:
    /s/ Yilin (Linda) Wang

    Name:
    Yilin (Linda) Wang

    Title:
    Chief Executive Officer

    cc:

Hunter Taubman Fischer & Li LLC

Joan Wu, Esq. (jwu@htflawyers.com)

Charles Tan, Esq. (ctan@htflawyers.com)

December 17, 2024
Linda Wang
Chief Executive Officer
Akso Health Group
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,
No. 44, Moscow Road, Qianwan Bonded Port Area
Qingdao Pilot Free Trade Zone, China (Shandong)
Re:Akso Health Group
Amendment No. 1 to Registration Statement on Form F-3
Filed November 26, 2024
File No. 333-277351
Dear Linda Wang:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our March 20, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-3
Item 9. Exhibits, page II-1
1.We note your response to comment 1 and reissue in part. We note that Exhibit 5.1 is
limited to Cayman Islands law. We also note that certain registered securities are to be
governed by New York law. Please file a qualified legal opinion regarding any
securities to be governed by New York law (i.e. debt securities, warrants, rights and
units).
We note your response to comment 2 and reissue. We note that you are registering
debt securities and that you did not file a Form T-1 as an exhibit.
Please either file a Form T-1 as an exhibit to the registration statement to qualify the
trustee thereunder or annotate the exhibit index to indicate your intention to rely on 2.

December 17, 2024
Page 2
Section 305(b)(2) of the Trust Indenture Act and include the undertaking contained in
Item 512(j) of Regulation S-K.
General
3.We note your response and revised disclosures to comment 4 and reissue. Please
revise the filing, as applicable, to provide more specific and prominent disclosures
about the legal and operational risks associated with China-based companies. For
guidance, please see the Division of Corporation Finance’s Sample Letter to China-
Based Companies issued by the Staff in December 2021 (China-Based
Company Dear Issuer Letter). In this regard, we note that you have not provided the
required disclosures on the prospectus cover page or in the prospectus summary.
Alternatively, it appears that you have provided certain disclosures in disjointed
sections of the prospectus. Please revise the prospectus based upon the guidance in the
China-Based Company Dear Issuer Letter to include reorganizing responsive
disclosures so that its located in the correct sections. Lastly, please provide
correspondence that details where the required disclosures can be found.
            Please contact Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu

September 30, 2024
Linda Wang
Chief Executive Officer
Akso Health Group
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building
No. 44, Moscow Road , Qianwan Bonded Port Area
Qingdao Pilot Free Trade Zone, China (Shandong)
Re:Akso Health Group
Form 20-F for the Fiscal Year Ended March 31, 2023
Form 20-F for the Fiscal Year Ended March 31, 2024
File No. 001-38245
Dear Linda Wang:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Akso Health Group

Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building

No. 44, Moscow Road , Qianwan Bonded Port Area

Qingdao Pilot Free Trade Zone, China (Shandong)

June 28, 2024

VIA EDGAR

Stephen Kim

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Akso Health Group

    Form 20-F for the Fiscal Year Ended March 31, 2023

    Response Dated May 7, 2024

    File No. 001-38245

Dear Stephen Kim,

Akso Health Group (“we”
or the “Company”) is hereby providing responses to comments of the Staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) issued on June 14, 2024 regarding the Company’s Form 20-F for the fiscal year ended
March 31, 2023 (the “2023 Form 20-F”) and addressed to Linda Wang (the “Staff’s Letter”).

Correspondence filed May 7, 2024

Item 3. Key Information, page 1

1. We note your revisions pursuant to comment
1, your proposed revised disclosure and reissue in part. Please disclose, as you do elsewhere, that the contracts relating to the former
variable interest entities have not been tested in court. Please also disclose if the former variable interest entity structure was used
to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment
in the operating companies.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows (revisions in italic):

Akso
Health Group is a holding company incorporated in the Cayman Islands in April 2016 and not a Chinese or Hong Kong operating company. As
a holding company with no material operations of our own, we conduct our business primarily through our U.S. subsidiaries, PRC subsidiaries
in China and within the last fiscal year, the former variable interest entities based in China. The contracts relating to the former
variable interest entities have not been tested in court. The former variable interest entity structure was used to provide investors
with exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in the operating companies.
Our current corporate structure involves unique risks to investors. Our securities are securities of Akso Health Group, the offshore
holding company in the Cayman Islands, instead of securities of our subsidiaries. Investors may never hold equity interests in our subsidiaries.

2. We note your revisions pursuant to comment
7, your proposed revised disclosure and reissue in part. Please depict more clearly how the VIEs relate to each other and the company
within the diagram. In this regard, please also identify the person or entities which own the equity in each depicted entity to include
the VIEs. Lastly, please also add a footnote or other narrative disclosure to explain the dissolution of your former VIEs.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows (revisions in italic):

Contractual Arrangements and Corporate Structure

Akso Health Group, formerly
known as Xiaobai Maimai Inc., is a limited company incorporated under the laws of the Cayman Islands and currently conducts substantially
all of our business operations in the PRC through our wholly foreign owned entities (“WFOEs”) incorporated in the PRC and
certain business operations through the PRC consolidated variable interest entity (“VIE”). Due to PRC legal restrictions on
foreign ownership and investment in the value-added telecommunications market, we rely on a series of contractual arrangements among the
VIE and its shareholders to operate our online and mobile platforms in China. These contractual arrangements entered into with the VIE
allow us to (i) exercise effective control over the VIE, (ii) receive substantially all of the economic benefits of the VIE, and (iii)
have an exclusive option to purchase all or part of the equity interests in the VIE when and to the extent permitted by PRC law. These
contractual arrangements include an exclusive business cooperation agreement, exclusive option agreement, equity interest pledge agreement,
and a power of attorney. As a result of these contractual arrangements, we exert effective control over, and are considered the primary
beneficiary of, the VIE and consolidate its operating results in our financial statements under U.S. GAAP. As used in this annual report,
unless otherwise indicated, “we,” “us,” “our,” the “Company” and “Akso Health”
refer to Akso Health Group, a company organized in the Cayman Islands; “we,” “us,” “our,” “our
company,” the “Company” or similar terms refer to Cayman Islands and/or its consolidated subsidiaries, other than the
variable interest entity, Beijing Hexin Yongheng Technology Development Co., Ltd., a PRC company, and its subsidiaries, unless the context
otherwise indicates; and the “VIE” refers respectively to the variable interest entity and its subsidiaries, Wusu Hexin Yongheng
Trading Co., Ltd , Hexin Digital Technology Co., Ltd. and Beijing Hexin Jiuding Technology Co., Ltd.

As a result of such series
of contractual arrangements, the Company and its subsidiaries become the primary beneficiary of the VIE for accounting purposes and the
VIE is deemed as a PRC consolidated entity under U.S. GAAP. We consolidate the financial results of the VIE and its subsidiaries in our
consolidated financial statements in accordance with U.S. GAAP. Neither we nor the Company’s investors own any equity ownership
in, direct foreign investment in, or control through such ownership/investment of the VIE. These contractual arrangements have not been
tested in a court of law in the PRC. As a result, investors in the Company’s ADSs are not purchasing an equity interest in the VIE
or its subsidiaries but instead are purchasing an equity interest in the Company, the Cayman Islands holding company.

The diagram below shows our
corporate structure as of the date of March 31, 2023, including the WFOEs, the VIE and its subsidiaries. However, investors are cautioned
that the enforceability of such VIE Agreements has not been tested in a court of law. The Company conducts operations in China primarily
through WFOEs and its subsidiaries in China, including the VIE. As a result, the Company does not conduct any business on its own. The
VIE structure is used to provide investors with contractual exposure to foreign investment in China-based companies where Chinese law
prohibits or restricts direct foreign investment in the operating companies. Due to PRC legal restrictions on foreign ownership in internet-based
businesses, we do not have any equity ownership of the VIE, instead we receive the economic benefits of the VIE’s business operations
through certain contractual arrangements. As a result of such series of contractual arrangements, the Company and its subsidiaries become
the primary beneficiary of the VIE for accounting purposes and the VIE as a PRC consolidated entity under U.S. GAAP. We consolidate the
financial results of the VIE and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. Neither we nor
the Company’s investors own any equity ownership in, direct foreign investment in, or control through such ownership/investment
of the VIE. Investors are purchasing an interest in the Company, the Cayman holding company.

    2

The
former variable interest entities or former VIEs refer to Beijing Hexin Jiuding Technology Co., Ltd (“Hexin Jiuding”), Wusu
Hexin Yongheng Commercial and Trading Co., Ltd. (“Wusu Company”) and Hexin Digital Technology Co., Ltd. (“Hexin Digital”).

Contractual Arrangements
with Wusu Company, Hexin Digital and Hexin Jiuding

The following
is a summary of the currently effective (i) contractual arrangements by and among our wholly-owned subsidiary, Beijing Hexin Yongheng
Technology Development Co., Ltd. (“Hexin Yongheng”), the consolidated variable interest entity, Wusu Company, and Hexin E-Commerce
Co. Ltd. (“Hexin E-Commerce”), the shareholder of Wusu Company, (ii) contractual arrangements by and among our wholly-owned
subsidiary, Hexin Yongheng, the consolidated variable interest entity, Hexin Digital and Hexin Jinke Group Co., Ltd. (“Hexin Jinke”),
the shareholder of Hexin Digital, and (iii) contractual arrangements by and among our wholly-owned subsidiary, Hexin Yongheng, our
consolidated variable interest entity, Hexin Jiuding and Hexin Fengze Asset Management (Beijing) Co., Ltd. (“Hexin Fengze”),
the shareholder of Hexin Jiuding.

Agreements that
Provide us Effective Control over Wusu Company

Internal Reorganization
of Wusu Company. Prior to the internal reorganization of Wusu Company, Hexin E-Commerce, Jia Ming and Wu Shiwei, each
held 94%, 5% and 1% of the equity interest of Wusu Company, respectively. On January 1, 2018, Hexin Yongheng, Wusu Company, Hexin
E-Commerce, Jia Ming and Wu Shiwei entered into a series of agreements (the “2018 Wusu VIE Agreements”), and as a result of
which, Hexin Yongheng became the primary beneficiary of and controlled Wusu Company. On November 20, 2020, for the purpose of internal
reorganization and conducted under the sole and continuous control of Hexin Yongheng and us, Jia Ming and Wu Shiwei transferred 5% and
1% of equity interest of Wusu Company registered under their names to Hexin E-Commerce, which in turn and became the legal title owner
of 100% of the equity interest of Wusu Company. On November 20, 2020, Hexin Yongheng, Wusu Company, Hexin E-Commerce, Jia Ming, Wu
Shiwei and Wang Huan, the spouse of Jia Ming, entered into a VIE termination agreement, which terminated all rights and obligations with
respect to each party thereto under the 2018 Wusu VIE Agreements. On December 1, 2020, Wusu Company, Hexin E-Commerce and Hexin Yongheng
entered into new contractual agreements, and as a result of which, Hexin Yongheng remains the primary beneficiary of and controls Wusu
Company.

Equity Interest
Pledge Agreements. Pursuant to the equity interest pledge agreements, Hexin E-Commerce, the shareholder of Wusu Company,
has pledged all of its equity interest in Wusu Company to guarantee the shareholder’s and Wusu Company’s performance of their
obligations under the exclusive business cooperation agreement, exclusive option agreement and power of attorney. If Wusu Company or Hexin
E-Commerce breaches their contractual obligations under these agreements, Hexin Yongheng, as pledgee, will be entitled to certain rights
regarding the pledged equity interests, including being paid in priority based on the monetary valuation that the equity interest is converted
into or receiving proceeds from the auction or sale of the pledged equity interests of Wusu Company in accordance with the PRC law. Hexin
E-Commerce agrees that, during the term of the equity interest pledge agreements, it will not transfer the pledged equity interests or
place or permit the existence of any security interest or encumbrance on the pledged equity interests without the prior written consent
of Hexin Yongheng. The equity interest pledge agreements remain effective until Wusu Company and Hexin E-Commerce discharge all of their
obligations under the contractual arrangements. We have registered the equity pledge with the relevant office of the Administration for
Industry and Commerce in accordance with the PRC Property Rights Law.

    3

Powers of Attorney. Pursuant
to the powers of attorney, Hexin E-Commerce has irrevocably appointed Hexin Yongheng to act as such shareholder’s exclusive attorney-in-fact
to exercise all shareholder rights, including, but not limited to, voting on all matters of Wusu Company requiring shareholder approval,
disposing of all or part of Hexin E-Commerce’s equity interest in Wusu Company, and appointing directors and executive officers.
Hexin Yongheng is entitled to designate any person to act as such Hexin E-Commerce’s exclusive attorney-in-fact without notifying
or the approval of Hexin E-Commerce, and if required by PRC law, Hexin Yongheng shall designate a PRC citizen to exercise such right.
Each power of attorney will remain in force for so long as Hexin E-Commerce remains a shareholder of Wusu Company. Hexin E-Commerce has
waived all the rights which have been authorized to Hexin Yongheng and will not exercise such rights.

Agreement that Allows
us to Receive Economic Benefits from Wusu Company

Exclusive Business
Cooperation Agreement. Under the exclusive business cooperation agreement between Hexin Yongheng and Wusu Company, Hexin
Yongheng has the exclusive right to provide Wusu Company with technical support, consulting services and other services. Without Hexin
Yongheng’s prior written consent, Wusu Company agrees not to accept the same or any similar services provided by any third party.
Hexin Yongheng may designate other parties to provide services to Wusu Company. Wusu Company agrees to pay service fees on a monthly basis
and at an amount determined by Hexin Yongheng after taking into account multiple factors, such as the complexity and difficulty of the
services provided, the time consumed, the content and commercial value of services provided and the market price of comparable services.
Hexin Yongheng owns the intellectual property rights arising out of the performance of this agreement. In addition, Wusu Company has granted
Hexin Yongheng an irrevocable and exclusive option to purchase any or all of the assets and businesses of Wusu Company at the lowest price
permitted under PRC law. Unless otherwise agreed by the parties or terminated by Hexin Yongheng unilaterally, this agreement will remain
effective permanently.

Agreements
that Provide us with the Option to Purchase the Equity Interest in Wusu Company

Exclusive
Option Agreements of Wusu Company. Pursuant to the exclusive option agreements, Hexin E-Commerce has irrevocably granted Hexin
Yongheng an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted
under PRC law, all or part of Hexin E-Commerce’s equity interests in Wusu Company. The purchase price is RMB10 (US$1.4) or the minimum
price required by PRC law. If Hexin Yongheng exercises the option to purchase part of the equity interest held by Hexin E-Commerce, the
purchase price shall be calculated proportionally. Wusu Company and Hexin E-Commerce have agreed to appoint any persons designated by
Hexin Yongheng to act as Wusu Company’s directors. Without Hexin Yongheng’s prior written consent, Wusu Company shall not
amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial
interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans to any third parties, enter into
any material contract with a value of more than RMB100,000 (US$14,123) (except those contracts entered into in the ordinary course of
business), merge with or acquire any other persons or make any investments, or distribute dividends to Hexin E-Commerce. Hexin E-Commerce
has agreed that, without Hexin Yongheng’s prior written consent, it will not dispose of its equity interests in Wusu Company or
create or allow any encumbrance on its equity interests. These agreements will remain effective until all equity interests of Wusu Company
held by Hexin E-Commerce have been transferred or assigned to Hexin Yongheng or its designated person(s).

    4

Agreements
that Provide us Effective Control over Hexin Digital

Equity
Interest Pledge Agreement. Pursuant to the equity interest pledge agreement dated August 1, 2019, Hexin Jinke has
pledged all of its equity interest in Hexin Digital to guarantee Hexin Jinke’s and Hexin Digital’s performance of their obligations
under the exclusive business cooperation agreement, lo

United States securities and exchange commission logo
June 14, 2024
Linda Wang
Chief Executive Officer
Akso Health Group
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building
No. 44, Moscow Road , Qianwan Bonded Port Area
Qingdao Pilot Free Trade Zone, China (Shandong)
Re:Akso Health Group
Form 20-F for the Fiscal Year Ended March 31, 2023
Response Dated May 7, 2024
File No. 001-38245
Dear Linda Wang:
            We have reviewed your May 7, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our March 19,
2024 letter.
Correspondence filed May 7, 2024
Item 3: Key Information, page 1
1.We note your revisions pursuant to comment 1, your proposed revised disclosure and
reissue in part. Please disclose, as you do elsewhere, that the contracts relating to the
former variable interest entities have not been tested in court. Please also disclose if the
former variable interest entity structure was used to provide investors with exposure to
foreign investment in China-based companies where Chinese law prohibits direct foreign
investment in the operating companies.
2.We note your revisions pursuant to comment 7, your proposed revised disclosure and
reissue in part. Please depict more clearly how the VIEs relate to each other and the
company within the diagram. In this regard, please also identify the person or entities

 FirstName LastNameLinda Wang
 Comapany NameAkso Health Group
 June 14, 2024 Page 2
 FirstName LastName
Linda Wang
Akso Health Group
June 14, 2024
Page 2
which own the equity in each depicted entity to include the VIEs. Lastly, please also add a
footnote or other narrative disclosure to explain the dissolution of your former VIEs.
3.We note your revisions pursuant to comment 9, your proposed revised disclosure and
reissue in part. Please revise to specifically discuss the risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice.
            Please contact Stephen Kim at 202-551-3291 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joan Wu

CORRESP
1
filename1.htm

Akso Health Group

Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building

No. 44, Moscow Road , Qianwan Bonded Port Area

Qingdao Pilot Free Trade Zone, China (Shandong)

May 7, 2024

VIA EDGAR

Stephen Kim

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Akso Health Group

    Form 20-F for the Fiscal Year Ended March 31, 2023

    Filed July 14, 2023

    File No. 001-38245

Dear Stephen Kim,

Akso Health Group (“we”
or the “Company”) is hereby providing responses to comments of the Staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “SEC”) issued on March 19, 2024 regarding the Company’s Form 20-F for the fiscal year ended
March 31, 2023 (the “2023 Form 20-F”) and addressed to Linda Wang (the “Staff’s Letter”).

Annual Report on Form 20-F

Item 3. Key Information, page 1

1. Please amend to disclose prominently that
you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries, and within
the last fiscal year, through the former variable interest entities based in China. Also disclose that this structure involves unique
risks to investors. If true, disclose that these contracts relating to the variable interest entities have not been tested in court. Explain
whether the former variable interest entity structure was used to provide investors with exposure to foreign investment in China-based
companies where Chinese law prohibits direct foreign investment in the operating companies, and disclose that investors may never hold
equity interests in the Chinese operating company. Your disclosure should acknowledge that Chinese regulatory authorities could disallow
your holding company structure, which would likely result in a material change in your operations and/or a company’s securities,
including that it could cause the value of such securities to significantly decline or become worthless. Provide a cross reference to
your detailed discussion of risks facing the company as a result of this holding company structure.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows (revisions in italic):

Akso
Health Group is a holding company incorporated in the Cayman Islands in April 2016 and not a Chinese or Hong Kong operating company. As
a holding company with no material operations of our own, we conduct our business primarily through our U.S. subsidiaries, PRC subsidiaries
in China and within the last fiscal year, the former variable interest entities based in China. Our current corporate structure
involves unique risks to investors. Our securities are securities of Akso Health Group, the offshore holding company in the Cayman Islands,
instead of securities of our subsidiaries. Investors may never hold equity interests in our subsidiaries.

2. We note your disclosure that your operations
are subject to PRC laws and regulations and your cross reference to risk factors detailing the risk of doing business in the PRC. Please
provide prominent disclosure that there are legal and operational risks associated with being based in or having the majority of the company’s
operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or
the value of your securities or could significantly limit or completely hinder your ability to offer or continue to offer securities to
investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements
and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or
anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows (revisions in italic):

Our operations in China are
governed by PRC laws and regulations. As of the date of this annual report, all of our PRC subsidiaries have obtained the requisite licenses
and permits from the PRC government authorities that are material for the business operations of our holding company, our subsidiaries,
including, business licenses, a Class II Medical Device Selling Record Certificate and a Class III Medical Device Operation License. All
of our PRC subsidiaries are required to obtain, and have obtained, their respective Business Licenses. However, given the uncertainties
of interpretation and implementation of relevant laws and regulations and the enforcement practice by government authorities, we cannot
assure you that we have obtained all the permits or licenses required by the PRC government authorities for conducting our business in
China. We may be required to obtain additional licenses, permits, filings or approvals for the functions to operate our business in the
future. The Chinese regulatory authorities could intervene or influence the operations of our
Chinese operating subsidiaries, including disallowing our corporate structure, which would likely result in a material change in our operations
and/or a material change in the value of our ordinary shares. For more detailed information, see “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in the People’s Republic of China.—Any
actions by the Chinese government, including any decision to intervene or influence the operations of the operating entities or to exert
control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material
changes to the operations of the PRC operating entities, may limit or completely hinder our ability to offer or continue to offer securities
to investors, and may cause the value of such securities to significantly decline or be worthless.”

We
are subject to legal and operational risks associated with being based in and having the majority of our operations in China. These risks
may result in a material change in our operations, or a complete hindrance of our ability to offer or continue to offer our securities
to investors, and could cause the value of such securities to significantly decline or become worthless. Recently, the PRC government
initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including
cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable
interest entity structure, and adopting new measures to extend the scope of cybersecurity reviews. On July 6, 2021, the General Office
of the Communist Party of China Central Committee and the General Office of the State Council jointly issued an announcement to crack
down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other
things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,
to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application
of the PRC securities laws. On November 14, 2021, the Cyberspace Administration of China (the “CAC”) published the Security
Administration Draft, which provides that data processing operators engaging in data processing activities that affect or may affect national
security must be subject to network data security review by the relevant Cyberspace Administration of the PRC. According to the Security
Administration Draft, data processing operators who possess personal data of at least one million users or collect data that affects or
may affect national security must be subject to network data security review by the relevant Cyberspace Administration of the PRC. The
deadline for public comments on the Security Administration Draft was December 13, 2021. The Security Administration Draft has not been
fully implemented as of the date of this annual report. On December 28, 2021, the CAC, together with 12 other governmental departments
of the PRC, jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review
Measures require that an online platform operator which possesses the personal information of at least one million users must apply for
a cybersecurity review by the CAC if it intends to be listed in foreign countries. As confirmed by our PRC counsel, Hebei
Changjun Law Firm since we are not an online platform operator that possesses over one million users’ personal information,
we are not subject to the cybersecurity review with the CAC under the Cybersecurity Review Measures, and for the same reason, we will
not be subject to the network data security review by the CAC if the Draft Regulations on the Network Data Security Administration (Draft
for Comments) are enacted as proposed. There remains uncertainty, however, as to how the Cybersecurity Review Measures will be interpreted
or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation
and interpretation related to the Cybersecurity Review Measures. For further details, see “Item 3. Key Information — D. Risk
Factors — Risks Relating to Doing Business in the People’s Republic of China — We may become subject to a variety of
laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.”

    2

In
addition, since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (1) establishing
the National Anti-Monopoly Bureau; (2) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law
(draft Amendment published on October 23, 2021 for public opinion; the newly revised Anti-Monopoly Law was promulgated on June 24, 2022,
and became effective on August 1, 2022), the anti-monopoly guidelines for various industries, and the detailed Rules for the Implementation
of the Fair Competition Review System; and (3) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises.
As of the date of this annual report, the Chinese government’s recent statements and regulatory actions related to anti-monopoly
concerns have not impacted our ability to conduct business, accept foreign investments, or list on a U.S. or other foreign exchange, because
neither the Company nor its PRC operating entities engage in monopolistic behaviors that are subject to these statements or regulatory
actions.

On
February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) released the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five supporting guidelines, which came
into effect on March 31, 2023. The Overseas Listing Trial Measures regulate both direct and indirect overseas offering and listing by
PRC domestic companies by adopting a filing-based regulatory regime. Pursuant to the Overseas Listing Trial Measures, domestic companies
that seek to offer or list securities overseas, whether directly or indirectly, should fulfill the filing procedures and report relevant
information to the CSRC within three working days after submitting listing applications and subsequent amendments. According to the Notice
on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC,
or the CSRC Notice, the domestic companies that have already been listed overseas before the effective date of the Overseas Listing Trial
Measures (i.e. March 31, 2023) shall be deemed to be existing issuers (the “Existing Issuers”). Existing Issuers are not required
to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings. Further,
according to the CSRC Notice, domestic companies that have obtained approval from overseas regulatory authorities or securities exchanges
(for example, the effectiveness of a registration statement for offering and listing in the U.S. has been obtained) for their overseas
offering and listing prior March 31, 2023 but have not yet completed their overseas issuance and listing, are granted a six-month transition
period from March 31, 2023 to September 30, 2023. Those that complete their overseas offering and listing within such six-month period
are deemed to be Existing Issuers and are not required to file with the CSRC for their overseas offerings and listings. Within such six-month
transition period, however, if such domestic companies fail to complete their overseas issuance and listing, they shall complete the filing
procedures with the CSRC. Our PRC counsel, Hebei Changjun Law Firm, has advised us that, since we obtained approval from both the SEC
and The Nasdaq Capital Market (“Nasdaq”) to issue and list our ordinary share on the Nasdaq prior to March 31, 2023, we are
not required to make the filing with the CSRC pursuant to the Overseas Listing Trial Measures. We shall be required, however, to file
with the CSRC for any subsequent offerings. Given the current PRC regulatory environment, it is uncertain whether we or our PRC subsidiaries
will be required to obtain approvals from the PRC government to offer securities to foreign investors in the future, and whether we would
be able to obtain such approvals. If we are unable to obtain such approvals if required in the future, or inadvertently conclude that
such approvals are not required then the value of our ordinary shares may depreciate significantly or become worthless. See “Item
3. Key Information — D. Risk Factors —Risks Relating to Doing Business in the People’s Republic of China — The
PRC government exerts substantial influence over the manner in which we and our PRC subsidiaries must conduct our business activities.
We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if we or our PRC subsidiaries
are required to obtain approval in the future and are denied permission from Chinese authorities to list on U.S. exchanges, we will
not be able to continue listing on U.S. exchanges, which would materially affect the interest of the investors.”

    3

3. Please amend to discuss the applicable laws
and regulations in Hong Kong, and/or Macau, as applicable, as well as the related risks and consequences, including (as applicable and
without limitation) enforceability of civil liabilities in Hong Kong/Macau and China’s Enterprise Tax Law. Please also disclose
how regulatory actions related to data security or anti-monopoly concerns in Hong Kong/Macau have or may impact the company’s ability
to conduct its business, accept foreign investment or list on a U.S./foreign exchange.

RESPONSE: In response to the Staff’s
comment, we respectfully advise the Staff that we will revise our disclosure as follows:

Pursuant
to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not
be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.
The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined
to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. The basic policies of the
PRC regarding Hong Kong as a special administrative region of the PRC are reflected i

United States securities and exchange commission logo
March 20, 2024
Linda Wang
Chief Executive Officer
Akso Health Group
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,
No. 44, Moscow Road, Qianwan Bonded Port Area
Qingdao Pilot Free Trade Zone, China (Shandong)
Re:Akso Health Group
Registration Statement on Form F-3
Filed February 23, 2024
File No. 333-277351
Dear Linda Wang:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-3
Part II
Item 9. Exhibits, page II-1
1.We note the asterisks included along with Exhibit 5.1 regarding your legal opinion as to
the legality of the securities being offered indicating that the legal opinion will be filed at
a later date and will be incorporated by reference. Please file a qualified legal opinion now
prior to effectiveness. Refer to Question 212.05 of our Securities Act Rules Compliance
and Disclosure Interpretations for guidance regarding qualified and unqualified legal
opinions and shelf takedowns.
2.We note that you are registering the offer and sale of debt securities and that you did not
file a Form T-1 as an exhibit. You must either file a Form T- 1 as an exhibit to the
registration statement to qualify the trustee thereunder or annotate the exhibit index to

 FirstName LastNameLinda Wang
 Comapany NameAkso Health Group
 March 20, 2024 Page 2
 FirstName LastName
Linda Wang
Akso Health Group
March 20, 2024
Page 2
indicate your intention to rely on Section 305(b)(2) of the Trust Indenture Act and include
the undertaking contained in Item 512(j) of Regulation S-K.
General
3.We note that you have outstanding comments related to your Form 20-F for the fiscal year
ended March 31, 2023.  Please note that all comments on your Form 20-F will need to be
fully resolved before we act on a request for acceleration of the effectiveness of the Form
F-3.
4.Please revise the filing, as applicable, to provide more specific and prominent disclosures
about the legal and operational risks associated with China-based companies. For
additional guidance, please see the Division of Corporation Finance’s Sample Letter to
China-Based Companies issued by the Staff in December 2021 (China-Based
Company Dear Issuer Letter). Additionally, please also revise the filing based upon the
China-based comments received on your Form 20-F for the fiscal year ended March 31,
2023.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
March 19, 2024
Linda Wang
Chief Executive Officer
Akso Health Group
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building
No. 44, Moscow Road , Qianwan Bonded Port Area
Qingdao Pilot Free Trade Zone, China (Shandong)
Re:Akso Health Group
Form 20-F for the Fiscal Year Ended March 31, 2023
Filed July 14, 2023
File No. 001-38245
Dear Linda Wang:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 20-F
Item 3: Key Information, page 1
1.Please amend to disclose prominently that you are not a Chinese operating company but a
Cayman Islands holding company with operations conducted by your subsidiaries, and
within the last fiscal year, through the former variable interest entities based in China.
Also disclose that this structure involves unique risks to investors. If true, disclose that
these contracts relating to the variable interest entities have not been tested in court.
Explain whether the former variable interest entity structure was used to provide investors
with exposure to foreign investment in China-based companies where Chinese law
prohibits direct foreign investment in the operating companies, and disclose that investors
may never hold equity interests in the Chinese operating company. Your disclosure should
acknowledge that Chinese regulatory authorities could disallow your holding company
structure, which would likely result in a material change in your operations and/or a
company’s securities, including that it could cause the value of such securities to
significantly decline or become worthless. Provide a cross reference to your detailed

 FirstName LastNameLinda Wang
 Comapany NameAkso Health Group
 March 19, 2024 Page 2
 FirstName LastName
Linda Wang
Akso Health Group
March 19, 2024
Page 2
discussion of risks facing the company as a result of this holding company structure.
2.We note your disclosure that your operations are subject to PRC laws and regulations and
your cross reference to risk factors detailing the risk of doing business in the PRC. Please
provide prominent disclosure that there are legal and operational risks associated with
being based in or having the majority of the company’s operations in China. Your
disclosure should make clear whether these risks could result in a material change in your
operations and/or the value of your securities or could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. Your disclosure should address
how recent statements and regulatory actions by China’s government, such as those
related to the use of variable interest entities and data security or anti-monopoly concerns,
have or may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange.
3.Please amend to discuss the applicable laws and regulations in Hong Kong, and/or Macau,
as applicable, as well as the related risks and consequences, including (as applicable and
without limitation) enforceability of civil liabilities in Hong Kong/Macau and China’s
Enterprise Tax Law. Please also disclose how regulatory actions related to data security or
anti-monopoly concerns in Hong Kong/Macau have or may impact the company’s ability
to conduct its business, accept foreign investment or list on a U.S./foreign exchange.
4.We note your disclosure on how cash is transferred through your organization and
dividends or distributions made to your company. Please amend to affirmatively disclose
if you settled amounts owed under the former VIE agreements. Please also provide a
condensed consolidating schedule and cross references to such schedule and the
consolidated financial statements, and disclose where your annual dividend policy is
memorialized.
5.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in the PRC or Hong
Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund
operations or for other use outside of the PRC or Hong Kong due to interventions in or the
imposition of restrictions and limitations on the ability of you or your subsidiaries by the
PRC government to transfer cash or assets. In this regard, we note that Item 3 currently
contain some of this disclosure but its limited to a specific entity and Hong Kong.  Please
revise as applicable.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, or investors, summarize the policies, and disclose the
source of such policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.); alternatively, state that you have no such cash management policies that
dictate how funds are transferred.

 FirstName LastNameLinda Wang
 Comapany NameAkso Health Group
 March 19, 2024 Page 3
 FirstName LastName
Linda Wang
Akso Health Group
March 19, 2024
Page 3
7.We note that during this reporting period and fiscal year, the company used variable
interest entities. Please amend to disclose clearly that the company used a structure that
involved a VIE based in China and what that entailed, and provide early in the summary a
diagram of the company’s corporate structure, identifying the person or entity that owns
the equity in each depicted entity. Please add a footnote or other narrative disclosure to
explain the dissolution of your former VIEs. Describe all contracts and arrangements
through which you claimed to have economic rights and exercise control that resulted in
consolidation of the VIE’s operations and financial results into your financial statements.
8.In describing the former VIE, 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.
Additionally, your amended disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes. Lastly, refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE.
9.Please amend to include a summary of risk factors. In your summary of risk factors,
disclose the risks that your corporate structure and being based in or having the majority
of the company’s operations in China poses to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the annual report. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your securities. Acknowledge any risks that any
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
With each summary risk factor, please also include a specific cross-reference (title and
page number) to the relevant individual detailed risk factor.
10.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please amend to provide in tabular form a condensed consolidating
schedule that disaggregates the operations and depicts the financial position, cash flows,
and results of operations as of the same dates and for the same periods for which audited
consolidated financial statements are required. The schedule should present major line
items, such as revenue and cost of goods/services, and subtotals and disaggregated
intercompany amounts, such as separate line items for intercompany receivables and
investment in subsidiary. The schedule should also disaggregate the parent company, the
VIEs and its consolidated subsidiaries, the WFOEs that are the primary beneficiary of the

 FirstName LastNameLinda Wang
 Comapany NameAkso Health Group
 March 19, 2024 Page 4
 FirstName LastName
Linda Wang
Akso Health Group
March 19, 2024
Page 4
VIEs, and an aggregation of other entities that are consolidated. The objective of this
disclosure is to allow an investor to evaluate the nature of assets held by, and the
operations of, entities apart from the VIE, as well as the nature and amounts associated
with intercompany transactions. Any intercompany amounts should be presented on a
gross basis and when necessary, additional disclosure about such amounts should be
included in order to make the information presented not misleading.
Permissions Required from the PRC Authorities for the Operations and Securities Offerings...,
page 1
11.We note your disclosure that "all of our PRC subsidiaries have obtained the requisite
licenses and permits from the PRC government authorities that are material for the
business operations of our holding company, our subsidiaries, including, business
licenses, a Class II Medical Device Selling Record Certificate and a Class III Medical
Device Operation License." The disclosure here should not be qualified by materiality.
Please make appropriate revisions to your disclosure.
Item 3.D: Risk Factors, page 5
12.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. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. 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.

 FirstName LastNameLinda Wang
 Comapany NameAkso Health Group
 March 19, 2024 Page 5
 FirstName LastName
Linda Wang
Akso Health Group
March 19, 2024
Page 5
            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.
            Please contact Stephen Kim at 202-551-3291 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Jenna Hough at 202-551-3063 or Donald Field at 202-551-3680 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joan Wu

CORRESP
1
filename1.htm

Xiaobai Maimai Inc.

Room 515, Floor 5, Jia No. 92-4 to 24 Jianguo Road

Chaoyang District, Beijing 100020

People’s Republic of China

February 23, 2021

VIA EDGAR

David Lin, Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:        Xiaobai Maimai Inc.

Registration Statement on Form F-3

Filed on January 26, 2021

File No. 333-252434

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Xiaobai Maimai Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4 p.m., Eastern Standard Time, on February 25, 2021, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, DLA Piper UK LLP.

The Company hereby acknowledges the following:

·        should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·        the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·        the Company may not assert the Staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

Very truly yours,

Xiaobo Maimai Inc.

By:

/s/ Xiaobo An

Name:

Xiaobo An

Title:

Chief Executive Officer

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
January 29, 2021
Xiaobo An
Chairman and Chief Executive Officer
Xiaobai Maimai Inc.
Room 515, Floor 5
Jia No. 92-4 to 24 Jianguo Road
Chaoyang District, Beijing 100020
People's Republic of China
Re:Xiaobai Maimai Inc.
Registration Statement on Form F-3
Filed January 26, 2021
File No. 333-252434
Dear Mr. An:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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Hexindai Inc.

13th Floor, Block C, Shimao,No. 92 Jianguo Road

Chaoyang District, Beijing 100020

People’s Republic of China

November  30, 2020

VIA EDGAR

David Lin, Staff Attorney

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Hexindai Inc.

Registration Statement on Form F-3

Filed on November 12, 2020

File No. 333-250020

Acceleration Request

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, Hexindai Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 4 P.M., Eastern Standard Time, on December 2, 2020, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, DLA Piper UK LLP.

The Company hereby acknowledges the following:

·                  should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert the Staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

Very truly yours,

Hexindai Inc.

By:

/s/ Rui (Kerrie) Zhang

Name:

Rui (Kerrie) Zhang

Title:

Chief Financial Officer

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
November 24, 2020
Xiaobo An
Chairman and Chief Executive Officer
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People's Republic of China
Re:Hexindai Inc.
Registration Statement on Form F-3
Filed November 12, 2020
File No. 333-250020
Dear Mr. An:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

June 13, 2019
Qisen Zhang
Chief Financial Officer
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’s Republic of China
Re:Hexindai Inc.
Form 20-F for Fiscal Year Ended March 31, 2018
File No. 001-38245
Dear Mr. Zhang:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
1
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4 June 2019

Hogan   Lovells

11th   Floor, One Pacific Place

88   Queensway

Hong   Kong

霍金路偉律師行

香港金鐘道88號

太古廣場一座11樓

T    電話  +852 2219 0888

F    傳真  +852 2219 0222

www.hoganlovells.com

Stephanie Tang

Partner

stephanie.tang@hoganlovells.com

D  +852 2840   5026

1185388

VIA EDGAR AS CORRESPONDENCE

Mr. Michael Henderson

Staff Accountant

Mr. Robert Klein

Staff Accountant

Division of Corporation Finance, Office of Financial   Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Hexindai Inc.

Form 20-F for Fiscal Year Ended   March 31, 2018

Response dated April 30, 2019

File No. 001-38245

Dear Mr. Henderson and Mr. Klein,

On behalf of our client, Hexindai Inc., a Cayman   Islands company (the “Company”), we are submitting this letter to   respond to the comments of the staff of the Division of Corporation Finance   (the “Staff”) of the Securities and Exchange Commission (the “Commission”)   set forth in the Staff’s letter dated May 23, 2019 (the “Comment   Letter”) relating to the Annual Report on Form 20-F filed by the   Company on July 30, 2018 and the response filed by the Company on   April 30, 2019.

The Company intends to include the disclosure   required by the Staff in its annual report on Form 20-F for the fiscal   year ended March 31, 2019 to be submitted in July 2019 (the “2019 Annual   Report”). Set forth below are the responses of the   Company to the comments in the Comment Letter. For ease of reference, each   comment contained in the Comment Letter is printed below in bold and is   followed by the Company’s response.

Hogan Lovells is   an affiliated business of Hogan Lovells International LLP, a limited   liability partnership registered in England and Wales.

Hogan Lovells is   part of an international legal practice that includes Hogan Lovells   International LLP, Hogan Lovells US LLP and their affiliated businesses,   with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston   Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg   Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg   London Los Angeles Luxembourg Madrid Mexico City Miami Milan   Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris   Perth Philadelphia Rome San Francisco São Paulo Shanghai   Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C.  Associated Offices: Budapest Jakarta   Riyadh Shanghai FTZ Ulaanbaatar Zagreb.    Business Service Centers: Johannesburg Louisville.

The word “partner”   is used to describe a partner or member of Hogan Lovells International LLP,   Hogan Lovells US LLP or any of their affiliated entities or any employee   or consultant with equivalent standing. Certain individuals, who are   designated as partners, but who are not members of Hogan Lovells   International LLP, do not hold qualifications equivalent to members. For more   information about Hogan Lovells, the partners and their qualifications, see   www.hoganlovells.com.

Hogan Lovells is a   member of the Sino Global Legal Alliance with offices in: Beijing Changsha   Chengdu Chongqing Dalian Guangzhou Hangzhou Hong Kong Jinan Kunming   Lanzhou Shanghai Shenyang Shenzhen Tianjin Wuhan Xiamen Xian and of the   Pacific Rim Advisory Council with member offices in: Argentina Australia   Brazil Canada Chile China (Mainland) Colombia France Hong Kong   India Indonesia Japan Korea Malaysia Mexico Netherlands New Zealand Peru   Philippines Singapore Taiwan Thailand USA Venezuela.

Partners

T A Fletcher

T C Hill

M Lin

O Chan

D Y C So

C J Dobby

M D R Parsons

B May

N W O Tang

E I Low

J P Kwan

S K S Li

L H S Leung

Counsel

A D E Cobden

K K S Wong

K C W Lee

E Seto

J S F Yim

Foreign Legal Consultants

M A Zaldivar

(New York and Florida, USA)

S Peepels

(Pennsylvania, USA)

S Tang

(New York, USA)

Item 4. Information on the Company

Our Technology and Risk Management System, page 58

1.                            We have reviewed your response to comment one clarifying that you implemented stricter internal controls around the credit background investigations of your borrowers, which led to the significant decline in revenues. However, it is still unclear why the stricter internal controls you identified directly caused the attributed decline in revenues. In future filings, please revise your disclosures to address the following:

·             Disclose a summary of information that you discovered through the stricter controls of the credit background of the borrowers on your platform. For example, disclose whether many of the borrowers on your platform were discovered to have subpar credit ratings compared to previous assessments, were at risk of becoming delinquent or had multiple loans or other possible factors, and thus, were not allowed to participate on your platform;

RESPONSE:

In response to the Staff’s comment, due to the application of stricter internal controls facilitated by the Company’s cooperation with third-party credit reporting agencies and service providers, the Company has discovered several additional factors about its borrowers in addition to the scrutiny applied under its existing credit scoring standards. Such additional factors include, but are not limited to (a) multiple loans — some borrowers obtained multiple loans from different platforms in order to repay certain loans by using the proceeds from the others; and (b) collective fraud — some borrowers organized themselves to collectively and maliciously obtain loans from a consumer lending marketplace without the intention to repay these loans, because they discovered that in the event a consumer lending marketplace is suspended or shut down, they do not need to repay their outstanding loans.

·             Disclose the specific thresholds you use to determine whether a borrower is qualified to participate on your platform. For example, disclose if you no longer allow borrowers having below a premium credit rating (e.g., an “A” rating) to participate on your platform. To the extent that you still have borrowers with a “C” rating or below, then explain how this reconciles with your implementation of stricter controls; and

RESPONSE:

In response to the Staff’s comment, in light of the additional factors discussed in the first bullet point above, the Company has put in place several specific thresholds in deciding whether a borrower is qualified to participate on its platform. Such thresholds include (a) with respect to multiple loans, since it is usual industry practice for a consumer lending marketplace to investigate a potential borrower’s credit history at the Credit Reference Center of the People’s Bank of China before facilitating any loan to such borrower, the Company rejects an applicant on its platform if the Company’s background check reveals that such applicant’s credit history has been investigated for more than ten times; and (b) with respect to collective fraud, the Company analyzes an applicant’s background information obtained from third-party service providers to determine whether such applicant has any prior connection with collective fraud groups, and rejects the applicant if such connection is confirmed.

The Company respectfully advises the Staff that credit rating is only one factor among many that the Company considers in deciding whether to facilitate loans to a certain applicant. Therefore, the fact that the Company still accommodates borrowers with a “C” rating or below does not conflict with its implementation of stricter controls.

·             Disclose the exact number of borrowers that have applied for loans on your platform and were denied due to implementation of your stricter internal controls.

2

RESPONSE:

In response to the Staff’s comment, since the application of stricter internal controls, the Company has maintained an average approval rate of 9% for the third quarter of the fiscal year ended March 31, 2019, compared to those of 18% and 12% for the first and second quarter of the fiscal year ended March 31, 2019, respectively.

In connection with these responses, we acknowledge the following:

·                                The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

·                                Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                                The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

3

* * * * *

Should   you have any questions about the responses contained herein, please contact   me at (852) 2219-0888 (office) or by email at   stephanie.tang@hoganlovells.com.

Yours sincerely

/s/ Stephanie Tang

Stephanie Tang

Enclosures

CC:                          Xiaobo An, Chief Executive Officer and Director, Hexindai Inc.
 Qisen Zhang, Chief Financial Officer, Hexindai Inc.

Partners

T A Fletcher

T C Hill

M Lin

O Chan

D Y C So

C J Dobby

M D R Parsons

B May

N W O Tang

E I Low

J P Kwan

S K S Li

L H S Leung

Counsel

A D E Cobden

K K S Wong

K C W Lee

E Seto

J S F Yim

Foreign Legal Consultants

M A Zaldivar

(New York and Florida, USA)

S Peepels

(Pennsylvania, USA)

S Tang

(New York, USA)

Hogan Lovells is an affiliated business of Hogan Lovells International LLP, a limited liability partnership registered in England and Wales.

Hogan Lovells is part of an international legal practice that includes Hogan Lovells International LLP, Hogan Lovells US LLP and their affiliated businesses, with offices in: Alicante Amsterdam Baltimore Beijing Birmingham Boston Brussels Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles Luxembourg Madrid Mexico City Miami Milan Minneapolis Monterrey Moscow Munich New York Northern Virginia Paris Perth Philadelphia Rome San Francisco São Paulo Shanghai Silicon Valley Singapore Sydney Tokyo Warsaw Washington, D.C.  Associated Offices: Budapest Jakarta Riyadh Shanghai FTZ Ulaanbaatar Zagreb.  Business Service Centers: Johannesburg Louisville.

The word “partner” is used to describe a partner or member of Hogan Lovells International LLP, Hogan Lovells US LLP or any of their affiliated entities or any employee or consultant with equivalent standing. Certain individuals, who are designated as partners, but who are not members of Hogan Lovells International LLP, do not hold qualifications equivalent to members. For more information about Hogan Lovells, the partners and their qualifications, see www.hoganlovells.com.

Hogan Lovells is a member of the Sino Global Legal Alliance with offices in: Beijing Changsha Chengdu Chongqing Dalian Guangzhou Hangzhou Hong Kong Jinan Kunming Lanzhou Shanghai Shenyang Shenzhen Tianjin Wuhan Xiamen Xian and of the Pacific Rim Advisory Council with member offices in: Argentina Australia Brazil Canada Chile China (Mainland) Colombia France Hong Kong India Indonesia Japan Korea Malaysia Mexico Netherlands New Zealand Peru Philippines Singapore Taiwan Thailand USA Venezuela.

May 23, 2019
Qisen Zhang
Chief Financial Officer
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’s Republic of China
Re:Hexindai Inc.
Form 20-F for Fiscal Year Ended March 31, 2018
Response dated April 30, 2019
Filed No. 001-38245
Dear Mr. Zhang:
            We have reviewed your April 30, 2019 response to our comment letter 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.
Form 20-F for the Fiscal Year Ended March 31, 2018
Item 4. Information on the Company
Our Technology and Risk Management System, page 58
1.We have reviewed your response to comment one clarifying that you implemented stricter
internal controls around the credit background investigations of your borrowers, which led
to the significant decline in revenues.  However, it is still unclear why the stricter internal
controls you identified directly caused the attributed decline in revenues.  In future filings,
please revise your disclosures to address the following:

•Disclose a summary of information that you discovered through the stricter controls of
the credit background of the borrowers on your platform.  For example, disclose
whether many of the borrowers on your platform were discovered to have subpar

 FirstName LastNameQisen Zhang
 Comapany NameHexindai Inc.
 May 23, 2019 Page 2
 FirstName LastName
Qisen Zhang
Hexindai Inc.
May 23, 2019
Page 2
credit ratings compared to previous assessments, were at risk of becoming delinquent
or had multiple loans or other possible factors, and thus, were not allowed to
participate on your platform;

•Disclose the specific thresholds you use to determine whether a borrower is qualified
to participate on your platform.  For example, disclose if you no longer allow
borrowers having below a premium credit rating (e.g., an "A" rating) to participate on
your platform.  To the extent that you still have borrowers with a "C" rating or below,
then explain how this reconciles with your implementation of stricter controls; and

•Disclose the exact number of borrowers that have applied for loans on your platform
and were denied due to implementation of your stricter internal controls.
            You may contact Michael Henderson, Staff Accountant at 202-551-3364 or Robert Klein,
Staff Accountant at 202-551-3847 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
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30 April 2019

Hogan   Lovells

11th   Floor, One Pacific Place

88   Queensway

Hong   Kong

霍金路偉律師行

香港金鐘道88號

太古廣場一座11樓

T    電話  +852 2219 0888

F    傳真  +852 2219 0222

www.hoganlovells.com

Stephanie Tang

Partner

stephanie.tang@hoganlovells.com

D    +852 2840 5026

1185388

VIA EDGAR AS CORRESPONDENCE

Mr. Michael Henderson

Staff Accountant

Mr. Robert Klein

Staff Accountant

Division of Corporation Finance, Office of Financial   Services

Securities and Exchange Commission

100 F Street, N.E.

Washington,   D.C. 20549

Partners
    T   A Fletcher
   T C Hill
   M Lin
   O Chan
   D Y C So
   C J Dobby

Re:

Hexindai Inc.

Form 20-F for Fiscal Year Ended   March 31, 2018

Filed July 30, 2018

Form 6-K filed December 3, 2018

File No. 001-38245

Dear Mr. Henderson and Mr. Klein,

On behalf of our client,   Hexindai Inc., a Cayman Islands company (the “Company”), we are   submitting this letter (the “Response Letter”) to respond to the comments   of the staff of the Division of Corporation Finance (the “Staff”) of   the Securities and Exchange Commission (the “Commission”) set forth in   the Staff’s letter dated March 29, 2019 (the “Comment Letter”)   relating to the Annual Report on Form 20-F filed by the Company on   July 30, 2018 (the “Annual Report”) and the Form 6-K filed   on December 3, 2018.

The Company intends to   include the disclosure required by the Staff in its annual report on   Form 20-F for the fiscal year ended March 31, 2019  to be submitted in July 2019 (the “2019   Annual Report”). Set forth below are the responses of the Company to the   comments in the Comment Letter. For ease of reference, each comment contained   in the Comment Letter is printed below in bold and is followed by the Company’s   response.

Hogan   Lovells is an affiliated business of Hogan Lovells International LLP, a   limited liability partnership registered in England and Wales.

Hogan   Lovells is part of an international legal practice that includes Hogan   Lovells International LLP, Hogan Lovells US LLP and their affiliated   businesses, with offices in:    Alicante  Amsterdam  Baltimore    Beijing  Birmingham  Boston    Brussels  Colorado Springs  Denver    Dubai  Dusseldorf  Frankfurt    Hamburg  Hanoi  Ho Chi Minh City  Hong Kong  Houston    Johannesburg  London  Los Angeles  Luxembourg    Madrid  Mexico City  Miami    Milan  Minneapolis  Monterrey    Moscow  Munich  New York  Northern Virginia  Paris    Perth  Philadelphia  Rome    San Francisco    São Paulo  Shanghai  Silicon Valley  Singapore    Sydney  Tokyo  Warsaw    Washington, D.C.     Associated Offices:    Budapest  Jakarta  Riyadh    Shanghai FTZ    Ulaanbaatar  Zagreb.   Business Service Centers:  Johannesburg  Louisville.

The   word “partner” is used to describe a partner or member of Hogan Lovells International   LLP, Hogan Lovells US LLP or any of their affiliated entities or any   employee or consultant with equivalent standing.  Certain individuals, who are designated as   partners, but who are not members of Hogan Lovells International LLP, do not   hold qualifications equivalent to members.    For more information about Hogan Lovells, the partners and their   qualifications, see www.hoganlovells.com.

Hogan   Lovells is a member of the Sino Global Legal Alliance with offices in:   Beijing Changsha Chengdu Chongqing Dalian Guangzhou Hangzhou Hong Kong   Jinan Kunming Lanzhou Shanghai Shenyang Shenzhen Tianjin Wuhan Xiamen Xian   and of the Pacific Rim Advisory Council with member offices in:   Argentina  Australia  Brazil    Canada  Chile  China (Mainland)  Colombia    France  Hong Kong  India    Indonesia  Japan  Korea    Malaysia  Mexico  Netherlands    New Zealand  Peru  Philippines    Singapore  Taiwan  Thailand    USA  Venezuela.

M D R Parsons

B May

N W O Tang

E I Low

J P Kwan

S K S Li

L H S Leung

Counsel

A D E Cobden

K K S Wong

K C W Lee

E Seto

J S F Yim

Foreign   Legal Consultants

M A Zaldivar

(New York and   Florida, USA)

S Peepels

(Pennsylvania,   USA)

S Tang

(New York, USA)

Item 4. Information on the Company

Our Technology and Risk Management System, page 58

1.                            We note your disclosure of your credit grading scores and system on pages 59 and 60, which appears to show that approximately 76% of your loan transaction volume is with borrowers with a credit grade of A or B. Subsequently, we note from your Form 6-K filed on February 28, 2019 that your net revenue for the three months ended December 31, 2018 decreased by 95.6% compared to the three months ended December 31, 2017 due to implementation of stricter credit scoring standards, which downgraded the number of borrowers. In future filings, please revise your disclosures to address the following:

·             Provide a detailed discussion of all the reasons leading you to implement stricter credit scoring standards, including the exact date that the new standards were implemented, and why it was necessary, considering that you previously disclosed 76% of your loan transaction volume was with borrowers having a credit grade of A or B. For example, ensure that your disclosure discusses whether the need to enforce stricter credit scoring standards was as a result of a change in regulatory requirements, communications of non-compliance by a governing body, difficulties with assessing credit grades under your previous system, whether there was a notable increase in the delinquency and charge-off rates of your existing borrowers, among other possible factors.

RESPONSE:

In response to the Staff’s comment, since the second quarter of fiscal year 2019, the consumer credit and marketplace lending industry of the PRC has experienced significant turmoil due to tightened industry regulation. Some consumer lending marketplaces were suspended or shut down due to their failure to meet the heightened requirements imposed by PRC regulatory authorities, including requirements on the qualification, operation model, information disclosure and custody accounts practice. Due to this development, investor sentiment has been low across the market, resulting in a significant reduction in the amount of investment on the Company’s platform.

In light of this development, the Company did not implement any change to its existing credit scoring standards, but rather began to apply stricter internal control in the later half of fiscal year 2019. Such internal control includes conducting credit background investigations with heightened diligence and cooperating with third-party credit reporting agencies to further develop the Company’s credit check system. In the event a borrower fails to meet the requirements of the Company’s background check, the Company denies his application for loans during the application process. For borrowers who meet the Company’s heightened due diligence standards, due to limited investment available, the Company can only successfully facilitate loans where both the Company chooses the borrowers with better credit profiles, and the selected borrowers are willing to choose the Company to extend loans considering factors such as service fees, interest rates and approval efficiency of different platforms in an uncertain market. These reasons above resulted in the decline in the number of borrowers.

Since the Company derives its revenue mainly from charging service fees from borrowers after successful facilitation of loans, the decline in both the amount of investment on the Company’s platform and the number of borrowers who meet the Company’s heightened due diligence standards resulted in the decrease in revenue for the three months ended December 31, 2018.

2

The Company respectfully acknowledges the Staff’s comment and will provide a sufficient and thorough narrative based on the above discussion to supplement the disclosure on the reasons for the quarterly changes in the 2019 Annual Report.

·             Provide detailed disclosure of the processes you are implementing, including systems used, milestone dates and data migration of information, for your new credit scoring standards and specifically how the new processes are an enhancement to your previous processes. As part of your disclosure, explain why your previous credit scoring system was insufficient.

RESPONSE:

The Company respectfully advises the Staff that it did not implement a new credit scoring system, but only a stricter internal control process in light of the industry development as described in the response to the first bullet point.

·             Provide a reconciliation for how the previous credit grades will fit into your new credit scoring standards. For example, disclose how those borrowers that previously had a credit grade of A or B under your previous system would be classified under your new credit scoring standards.

RESPONSE:

The Company respectfully advises the Staff that it did not implement a new credit scoring system, but only a stricter internal control process in light of the industry development as described in the response to the first bullet point.

·             Given the significant decline in revenues due to stricter credit scoring standards, disclose whether the borrowers under your previous credit scoring system would be permitted as borrowers under your new credit scoring standards at all. In this regard, quantify the amount of revenue associated with borrowers in previous periods that would not meet your stricter credit scoring criteria currently in place.

RESPONSE:

The Company respectfully advises the Staff that it did not implement a new credit scoring system, but only a stricter internal control process in light of the industry development as described in the response to the first bullet point.

The Company further advises the Staff that the decline in revenues is mainly attributable to the industry development as described in the response to the first bullet point, which resulted in the lower number of loans the Company successfully facilitates. Specifically, the reduction in the number of loans is caused by (1) the decline in the amount of investments from investors due to the industry turmoil caused by tightened regulation; and (2) the decline in the number of borrowers due to the application of the Company’s stricter internal control. Since the Company derives its revenue mainly from charging service fees from borrowers after successful facilitation of loans, revenue for the three months ended December 31, 2018 decreased naturally.

·             Disclose the number of borrowers that you have denied from participating on your platform since implementing the new credit scoring standards.

RESPONSE:

The Company respectfully advises the Staff that it did not implement a new credit scoring system, but only a stricter internal control process in light of the industry development as described in the response to the first bullet point.

3

Item 5. Operating and Financial Review and Prospects

B. Liquidity and Capital Resources

M3+ Net Charge-Off Rates, page 110

2.                            In your future filings, please revise your disclosures to discuss how you use the M3+ Net Charge-Off Rates and its use for investors, including a discussion of the reasons driving the change in the charge-off rates from period to period.

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and will include in the 2019 Annual Report explanations on the Company’s use of the M3+ Net Charge-Off Rates and its use for investors, together with a discussion of the reasons driving the change in the charge-off rates from period to period.

Notes to the Consolidated Financial Statements

Note 4 - Loan Receivable, page F-24

3.                            We note that you have begun initiating loans through your consolidated VIE, Wusu, beginning on January 1, 2018 and had a loans receivable balance of $28.7 million as of March 31, 2018, which has subsequently increased through December 31, 2018. We also note that you did not have an allowance for loan losses recognized on these loans as of March 31, 2018. In your future filings, please revise your disclosures to address the following:

·             Disclose all information required by ASC 310-10-50 and other material information about your loans, including an aging analysis of your loan portfolio, specific terms of the loans, whether any loans are to related parties, any modifications of terms, accounting policy for those modifications, your troubled debt restructuring (“TDR”) policy, performance and non-performance characteristics of the loan portfolio, your policy for placing loans on non-accrual status, and credit quality indicators.

·             Expand the disclosures in your Critical Accounting Policies, Judgments and Estimates to provide specific details of all the critical factors you considered in your determination of the allowance for loan losses, including a specific discussion of each of the various credit quality indicators noted in the bullet point above, as well as your consideration of historical delinquency, charge-off and loss rates.

·             Disclose a rollforward of your allowance for loan losses.

·             Provide a similar level of disclosure on your receivables balance and determination of the allowance for doubtful accounts, which we note had a balance of $20.3 million as of September 30, 2018.

RESPONSE:

The Company respectfully acknowledges the Staff’s comment and will disclose in the 2019 Annual Report all information required by ASC 310-10-50 and other material information about the loans, including an aging analysis of the loan portfolio, material terms of the loans, whether any loans are to related parties, any modifications of material terms, accounting policy for any modification if applicable, its TDR policy, performance and non-performance characteristics of the loan portfolio, its policy for placing loans on non-accrual status, and credit quality indicators.

Furthermore, the Company respectfully acknowledges the Staff’s comment and will expand the disclosures in Critical Accounting Policies, Judgments and Estimates in the 2019 Annual Report to provide specific details of all the critical factors it considered in its determination of the allowance for loan losses, including a specific discussion of each of the various credit quality indicators noted in the bullet point above, as well as its consideration of historical delinquency, charge-off and loss rates. The Company will also disclose a rollforward of its allowance for loan losses.

4

The Company proposed to disclose the critical accounting policy for loans receivable as follows:

“Loans receivable, net

During the fiscal year ended March 31, 2018, the Company started to engage in the micro-lending business through Wusu Company to borrowers in China. Loans receivable represent loan originated by the Company, which is due from the borrowers. As of March 31, 2019 and 2018, the loans are typical with loan terms ranging from 12 months to 36 months with annual interest charge from 6% to 8%, and 12 months with annual interest charge of 8%, respectively. The Company has the intent and the ability to hold such loans for the foreseeable future or until maturity or payoff.

Loans receivable are recorded at unpaid principal balances, net of allowance for loan losses that reflects the Company’s best estimate of the amounts that will not be collected.

Allowance for loan principal and interest receivables

The Company considers the loans to be homogenous as they are all unsecured loans and the credit profiles of the borrowers are also similar. Therefore, the Company applies a consistent credit risk management framework to the entire portfolio of loans in accordance with ASC 450-20, Loss Contingencies.

The allowance for the loan portfolio is determined using a roll rate-based model. The roll rate-based model stratifies the loans principal, interest an

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Hexindai Inc.

Hexindai, 13rd Floor, No. A92, Jianguo Road,

Chaoyang District, Beijing, People’s Republic of China 100020

April 23, 2019

VIA EDGAR AS CORRESPONDENCE

Mr. Michael Henderson

Staff Accountant

Mr. Robert Klein

Staff Accountant

Division of Corporation Finance, Office of Financial Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Hexindai Inc.

Form 20-F for Fiscal Year Ended March 31,   2018

Filed July 30, 2018

Form 6-K filed December 3, 2018

File No. 001-38245

Dear Mr. Henderson and Mr. Klein,

We, Hexindai Inc., a Cayman Islands company (the “Company”), are in receipt of the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter dated March 29, 2019 (the “Comment Letter”) relating to the Annual Report on Form 20-F filed by the Company on July 30, 2018 and the Form 6-K filed on December 3, 2018.

The Company sent a letter to the Staff on April 12, 2019 notifying the Staff that the Company will furnish its responses to the comments set forth in the Comment Letter to the Staff no later than April 23, 2019. However, the Company respectfully advises the Staff that since it needs more time to prepare thorough and sufficient explanations to the comments of the Staff set forth in the Comment Letter, the Company will furnish its responses to the Staff within thirteen (13) business days from today, no later than May 10, 2019.

Should you have any questions or comments, please do not hesitate to contact us.

Sincerely,

/s/ Qisen   Zhang

Qisen Zhang

Chief Financial Officer

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Hexindai Inc.

Hexindai, 13rd Floor, No. A92, Jianguo Road,

Chaoyang District, Beijing, People’s Republic of China 100020

April 12, 2019

VIA EDGAR AS CORRESPONDENCE

Mr. Michael Henderson

Staff Accountant

Mr. Robert Klein

Staff Accountant

Division of Corporation Finance, Office of Financial Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Hexindai Inc.
  Form 20-F for Fiscal Year Ended March 31, 2018
  Filed July 30, 2018
  Form 6-K filed December 3, 2018
  File No. 001-38245

Dear Mr. Henderson and Mr. Klein,

We, Hexindai Inc., a Cayman Islands company (the “Company”), are in receipt of the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter dated March 29, 2019 (the “Comment Letter”) relating to the Annual Report on Form 20-F filed by the Company on July 30, 2018 and the Form 6-K filed on December 3, 2018.

The Company respectfully advises the Staff that since it needs more time to prepare thorough and sufficient explanations to the comments of the Staff set forth in the Comment Letter, the Company will furnish its responses to the Staff within seven (7) business days from today, no later than April 23, 2019.

Should you have any questions or comments, please do not hesitate to contact us.

Sincerely,

/s/ Qisen   Zhang

Qisen Zhang

Chief Financial Officer

March 29, 2019
Qisen Zhang
Chief Financial Officer
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’s Republic of China
Re:Hexindai Inc.
Form 20-F for Fiscal Year Ended March 31, 2018
Filed July 30, 2018
Form 6-K filed December 3, 2018
File No. 001-38245
Dear Mr. Zhang:
            We have limited our review of your filing to the financial statements and related
disclosures 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.
Form 20-F for Fiscal Year Ended March 31, 2018
Item 4. Information on the Company
Our Technology and Risk Management System, page 58
1.We note your disclosure of your credit grading scores and system on pages 59 and 60,
which appears to show that approximately 76% of your loan transaction volume is with
borrowers with a credit grade of A or B.  Subsequently, we note from your Form 6-K filed
on February 28, 2019 that your net revenue for the three months ended December 31,
2018 decreased by 95.6% compared to the three months ended December 31, 2017 due to
implementation of stricter credit scoring standards, which downgraded the number of
borrowers.  In future filings, please revise your disclosures to address the following:

 FirstName LastNameQisen Zhang
 Comapany NameHexindai Inc.
 March 29, 2019 Page 2
 FirstName LastNameQisen Zhang
Hexindai Inc.
March 29, 2019
Page 2
•Provide a detailed discussion of all the reasons leading you to implement stricter credit
scoring standards, including the exact date that the new standards were implemented,
and why it was necessary, considering that you previously disclosed 76% of your loan
transaction volume was with borrowers having a credit grade of A or B.  For example,
ensure that your disclosure discusses whether the need to enforce stricter credit scoring
standards was as a result of a change in regulatory requirements, communications of
non-compliance by a governing body, difficulties with assessing credit grades under
your previous system, whether there was a notable increase in the delinquency and
charge-off rates of your existing borrowers, among other possible factors.

•Provide detailed disclosure of the processes you are implementing, including systems
used, milestone dates and data migration of information, for your new credit scoring
standards and specifically how the new processes are an enhancement to your previous
processes.  As part of your disclosure, explain why your previous credit scoring
system was insufficient.

•Provide a reconciliation for how the previous credit grades will fit into your new credit
scoring standards.  For example, disclose how those borrowers that previously had a
credit grade of A or B under your previous system would be classified under your new
credit scoring standards.

•Given the significant decline in revenues due to stricter credit scoring standards,
disclose whether the borrowers under your previous credit scoring system would be
permitted as borrowers under your new credit scoring standards at all.  In this regard,
quantify the amount of revenue associated with borrowers in previous periods that
would not meet your stricter credit scoring criteria currently in place.

•Disclose the number of borrowers that you have denied from participating on your
platform since implementing the new credit scoring standards.
Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital Resources
M3+ Net Charge-Off Rates, page 110
2.In your future filings, please revise your disclosures to discuss how you use the M3+ Net
Charge-Off Rates and its use for investors, including a discussion of the reasons driving
the change in the charge-off rates from period to period.
Notes to the Consolidated Financial Statements
Note 4 - Loan Receivable, page F-24
3.We note that you have begun initiating loans through your consolidated VIE, Wusu,

 FirstName LastNameQisen Zhang
 Comapany NameHexindai Inc.
 March 29, 2019 Page 3
 FirstName LastNameQisen Zhang
Hexindai Inc.
March 29, 2019
Page 3
beginning on January 1, 2018 and had a loans receivable balance of $28.7 million as of
March 31, 2018, which has subsequently increased through December 31, 2018.  We also
note that you did not have an allowance for loan losses recognized on these loans as of
March 31, 2018.  In your future filings, please revise your disclosures to address the
following:

•Disclose all information required by ASC 310-10-50 and other material information
about your loans, including an aging analysis of your loan portfolio, specific terms of
the loans, whether any loans are to related parties, any modifications of terms,
accounting policy for those modifications, your troubled debt restructuring ("TDR")
policy, performance and non-performance characteristics of the loan portfolio, your
policy for placing loans on non-accrual status, and credit quality indicators.

•Expand the disclosures in your Critical Accounting Policies, Judgments and Estimates
to provide specific details of all the critical factors you considered in your
determination of the allowance for loan losses, including a specific discussion of each
of the various credit quality indicators noted in the bullet point above, as well as your
consideration of historical delinquency, charge-off and loss rates.

•Disclose a rollforward of your allowance for loan losses.

•Provide a similar level of disclosure on your receivables balance and determination of
the allowance for doubtful accounts, which we note had a balance of $20.3 million as
of September 30, 2018.
4.We note that there has been a shift in your business by operating a microlending business
through Wusu, which has resulted in the significant increase in loans receivable on your
balance sheet.  Further, we note from your disclosure on page 54 that the maximum loan
balance is RMB200 million and that the loans are to high quality borrowers from your
previous borrower base.  In your future filings, please revise your disclosures to address
the following:

•Disclose in your MD&A the number of borrowers and number of loans outstanding
through the microlending business.  In addition, explain why those borrowers are no
longer part of the borrower base on your platform, how you track them and whether
any are related parties.

•Provide detailed disclosure in your MD&A explaining how this shift in business
strategy is beneficial and in the best interest of your investors.  In this regard, we note
that the Company is earning 8% interest on the microlending loans and you charge no
loan origination fees, whereas the loans on your platform have an interest rate of 10%
- 13%, plus loan facilitation fees that you would also earn by facilitating more loans on

 FirstName LastNameQisen Zhang
 Comapany NameHexindai Inc.
 March 29, 2019 Page 4
 FirstName LastName
Qisen Zhang
Hexindai Inc.
March 29, 2019
Page 4
your platform.  Given the lower interest rate and fees on the loans through
Wusu, disclose in your future filings why it is a better use of the Company's capital
to lend to borrowers through Wusu rather than loans to borrowers on your own
platform, especially considering it is the same borrowers that were previously on your
platform.

•Given that you have approximately USD $73.3 million of loans outstanding on your
balance sheet as of December 31, 2018, explain how this reconciles with your
statement of having a maximum loan balance of RMB200 million.
Form 6-K filed December 3, 2018
Exhibit 99.1, page 1
5.We note from your press release that you experienced a significant decrease in your net
revenues (82.9% decrease) in the second quarter of fiscal year 2019 compared to the same
period in fiscal year 2018.  We also note that you attribute the decrease to the volume of
credit loans facilitated through your marketplace, which was driven by a decrease in the
number of credit loan borrowers from 20,675 in the second quarter of fiscal year 2018 to
2,183 in the same quarter of fiscal year 2019.  Please address the following items:

•Explain to us and revise your future filings to provide a sufficient and thorough
narrative of the factors that caused this decrease.

•If the decreases were caused by changes in regulations promulgated by regulatory
authorities, tell us which authority, regulation and specific requirement were the cause
of such changes.

•Tell us if it was determined that your business practices were in violation of any
existing or new regulations and when, if any, such violations became known.
            In closing, 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.
            You may contact Michael Henderson, Staff Accountant at 202-551-3364 or Robert
Klein, Staff Accountant at 202-551-3847 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

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October 23, 2017

VIA EDGAR CORRESPONDENCE

Erin E. Martin, Special Counsel

David Lin, Staff Attorney

Michael Henderson, Staff Accountant

Robert Klein, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Re:

Hexindai Inc. (CIK No. 0001702318)

Registration Statement on Form 8-A (Registration   No. 001-38245)

Dear Ladies and Gentlemen:

Reference is made to the request to accelerate the effectiveness of the Registration Statement on Form F-1 (Registration No. 333-220720) and the Registration Statement on Form 8-A (Registration Statement No. 001-38245) submitted by Hexindai Inc. (the “Company”) to the Securities and Exchange Commission (the “Commission”) on October 20, 2017.

The Company has applied to list its American depositary shares representing its ordinary shares on the NASDAQ Global Market under the symbol “HX.” The Company hereby clarifies with the Commission that it requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing ordinary shares of the Company, be declared effective upon the later of the receipt by the Commission of the certification from the NASDAQ Global Market LLC or effectiveness of the Registration Statement on Form F-1 (Registration No. 333-220720).

Sincerely yours,

/s/ Zhou Xinming

Name: Zhou Xinming

Title: Chief Executive Officer and   Director

Enclosures

CC: Stephanie Tang, Partner, Shearman & Sterling

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October 20, 2017

Via EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Corey Jennings, Esq., Special Counsel

                           Office of International Corporate Finance

                           Division of Corporation Finance

    Re:
    Hexindai Inc. Registration Statement on Form
F-6 (Registration No.:333- 220966)

Dear Mr. Jennings:

Citibank, N.A., as depositary (the “Depositary”)
and acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among the Depositary, Hexindai Inc.,
a company organized under the laws of the Cayman Islands (the “Company”), and all Holders and Beneficial Owners of
American Depositary Shares issued thereunder representing ordinary shares of the Company, par value of US$0.0001 per share, hereby
requests that the effectiveness of Registration Statement on Form F-6 (Registration No.:333- 220966) be accelerated to coincide
with the accelerated effectiveness of the Company’s Registration Statement on Form F-1 (Registration No.:333- 220720).

Please call me at (212) 816-7937 if you have
any questions.

    Very truly yours,

    CITIBANK, N.A.

    By:
    /s/ Leslie A. DeLuca

    Name:
    Leslie A. DeLuca

    Title:
    Vice-President and

        Attorney-in-Fact

cc:	Herman H. Raspé, Esq. (Patterson, Belknap, Webb
& Tyler LLP)

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October 20, 2017

VIA EDGAR

Erin E. Martin, Special Counsel

David Lin, Staff Attorney

Michael Henderson, Staff Accountant

Robert Klein, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Re:

Hexindai Inc. (CIK No. 0001702318)

Registration Statement on Form F-1   (Registration No. 333-220720)

Registration Statement on Form 8-A   (Registration No. 001-38245)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Hexindai Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 9:00 a.m., Eastern Standard Time on October 24, 2017, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Shearman & Sterling.

The Company understands that the underwriter has joined in this request in a separate letter filed with the Securities and Exchange Commission today.

Sincerely yours,

/s/ Zhou Xinming

Name: Zhou Xinming

Title: Chief Executive Officer and Director

Enclosures

CC: Stephanie Tang, Partner, Shearman & Sterling

Fang Liu, Attorney at Law, Mei & Mark LLP

Rong Liu, Partner, Marcum Bernstein & Pinchuk LLP

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October 20, 2017

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:               Hexindai Inc.

Registration Statement on Form F-1 (SEC File No. 333-220720)

To Whom It May Concern:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of Hexindai Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 9:00 a.m. (EDT), October 24, 2017 or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, please be advised that we have distributed approximately one hundred (100) copies of the Preliminary Prospectus dated October 16, 2017 (the “Preliminary Prospectus”) through the date hereof, to dealers, institutions and others. In connection with the Preliminary Prospectus distribution for the above-referenced issue, the underwriter has confirmed that they are complying with the forty-eight (48) hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

The Galleria, 2 Bridge Avenue

Suite 241, Red Bank, NJ 07701-1106

Phone: 732-758-9001, Toll Free: 800-886-7007, Fax: 732-758-6671

Member FINRA/SIPC

Very truly yours,

By:

/s/ Damon Testaverde

Name: Damon D. Testaverde

Title: Managing Director

[Signature page to Underwriters’ Acceleration Request]

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谢尔曼·思特灵律师事务所

SOLICITORS AND INTERNATIONAL LAWYERS

12TH FLOOR GLOUCESTER TOWER  |  THE LANDMARK  |  15 QUEEN’S ROAD CENTRAL  |  HONG KONG

香港  |  中环 |  皇后大道中十五号 |  置地广场 |  告罗士打大厦十二楼

WWW.SHEARMAN.COM  | T 电话 +852.2978.8000  |  F 传真 +852.2978.8099

PARTNERS

Matthew D.   Bersani

Nils Eliasson

Sidharth Bhasin †
   Colin Law

Brian G. Burke †
   Paul Strecker †

Lorna Xin Chen
   Paloma P. Wang

Peter C.M. Chen
   Alan Y.L. Yeung

REGISTERED   FOREIGN LAWYERS

Emmanuel Jacomy ‡

Shichun Tang ‡‡

Xiaogang Wang ‡‡

October 16, 2017

VIA EDGAR AND OVERNIGHT COURIER

Erin E. Martin, Special Counsel

David Lin, Staff Attorney

Michael Henderson, Staff Accountant

Robert Klein, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Re:                             Hexindai Inc. (CIK No. 0001702318)

Amendment No. 1 to the Registration Statement on Form F-1

Dear Ms. Martin:

On behalf of our client, Hexindai Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 1 to the Registration Statement on Form F-1 (the “Amended Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today four courtesy copies of the Amended Registration Statement and the current exhibit volume. The Amended Registration Statement is marked to show changes to the registration statement publicly filed and submitted to the staff of the Commission (the “Staff”) on September 29, 2017.

ABU DHABI  |  BEIJING  |  BRUSSELS  |  DUBAI  |  FRANKFURT  |  HONG KONG  |  LONDON  |  MENLO PARK  |  MILAN  |  NEW YORK  |  PARIS  |  ROME  |  SAN FRANCISCO  |  SÃO PAULO  |  SAUDI ARABIA*  |  SHANGHAI  |  SINGAPORE  |  TOKYO  |  TORONTO  |  WASHINGTON, DC

SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.

*DR. SULTAN ALMASOUD & PARTNERS IN ASSOCIATION WITH SHEARMAN & STERLING LLP

In response to the Staff’s verbal comments, the Company is refiling a revised Exhibit 8.3 (Opinion of Han Kun Law Offices regarding certain PRC law matters) together with the Amended Registration Statement.

Should you have any questions about the responses contained herein, please contact me at (852) 2978-8028 (office) or by email at stephanie.tang@shearman.com. Questions relating to accounting and auditing matters of the Company may also be directed to Rong Liu, partner at Marcum Bernstein & Pinchuk LLP, by phone at (86)159-0122-8727 or via email at rong.liu@marcumbp.com.

Sincerely yours,

/s/ Stephanie Tang

Stephanie Tang

Enclosures

CC: Zhou Xinming, Chief Executive Officer and Director, Hexindai Inc.

Qisen Zhang, Chief Financial Officer, Hexindai Inc.

Fang Liu, Attorney at Law, Mei & Mark LLP

Rong Liu, Partner, Marcum Bernstein & Pinchuk LLP

2

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谢尔曼·思特灵律师事务所

SOLICITORS AND INTERNATIONAL LAWYERS

12TH FLOOR GLOUCESTER TOWER  |  THE LANDMARK  |  15 QUEEN’S ROAD CENTRAL  |  HONG KONG

香港  |  中环 |  皇后大道中十五号 |  置地广场 |  告罗士打大厦十二楼

WWW.SHEARMAN.COM  | T 电话 +852.2978.8000  |  F 传真 +852.2978.8099

PARTNERS
   Matthew D. Bersani
   Nils Eliasson

Sidharth Bhasin †
   Colin Law

Brian G. Burke †
   Paul Strecker †

Lorna Xin Chen
   Paloma P. Wang

Peter C.M. Chen
   Alan Y.L. Yeung

REGISTERED   FOREIGN LAWYERS

Emmanuel Jacomy ‡

Shichun Tang ‡‡

Xiaogang   Wang ‡‡

September 29, 2017

VIA EDGAR AND OVERNIGHT COURIER

Erin E. Martin, Special Counsel

David Lin, Staff Attorney

Michael Henderson, Staff Accountant

Robert Klein, Staff Accountant

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Re:                             Hexindai Inc. (CIK No. 0001702318)

Registration Statement on Form F-1

Dear Ms. Martin:

On behalf of our client, Hexindai Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Registration Statement on Form F-1 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement together with the exhibit volume, marked to show changes to the draft Registration Statement confidentially submitted to the staff of the Commission (the “Staff”) on September 19, 2017.

In accordance with the Jumpstart Our Business Startups Act, the Company plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show at least 15 days after the date hereof. In accordance with the Jumpstart Our Business

ABU DHABI  |  BEIJING  |  BRUSSELS  |  DUBAI  |  FRANKFURT  |  HONG KONG  |  LONDON  |  MENLO PARK  |  MILAN  |  NEW YORK

PARIS  |  ROME  |  SAN FRANCISCO  |  SÃO PAULO  |  SAUDI ARABIA*  |  SHANGHAI  |  SINGAPORE  |  TOKYO  |  TORONTO  |  WASHINGTON, DC

SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.

*DR. SULTAN ALMASOUD & PARTNERS IN ASSOCIATION WITH SHEARMAN & STERLING LLP

Startups Act, the Company is filing publicly all draft registration statements confidentially submitted to the Commission. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

Should you have any questions about the responses contained herein, please contact me at (852) 2978-8028 (office) or by email at stephanie.tang@shearman.com. Questions relating to accounting and auditing matters of the Company may also be directed to Rong Liu, partner at Marcum Bernstein & Pinchuk LLP, by phone at (86)159-0122-8727 or via email at rong.liu@marcumbp.com.

Sincerely yours,

/s/ Stephanie Tang

Stephanie Tang

Enclosures

CC: Zhou Xinming, Chief Executive Officer and Director, Hexindai Inc.

Qisen Zhang, Chief Financial Officer, Hexindai Inc.

Fang Liu, Attorney at Law, Mei & Mark LLP

Rong Liu, Partner, Marcum Bernstein & Pinchuk LLP

2

Mail Stop 4720

September 12, 2017

Zhou Xinming
Chief Executive Officer and Director
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’ s Republic of China

Re: Hexindai Inc.
Amendment No. 4  to
Draft Registration Statement on Form F -1
Submitted August 28 , 2017
  CIK No. 0001702318

Dear Mr. Zhou :

We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration stateme nt or publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

General

1. We note your written communications presented to potential investors in reliance on
Section 5(d ) of the Securities Act contain overly broad disclaimers as to the accuracy,
completeness or correctness of the information contained therein.   If you use any such
materials going forward, please revise any disclaimers therein consistent with Sections
12(a) and 14 of the Securities Act and Rule 10b -5 of the Exchange Act.

Zhou Xinming
Hexindai  Inc.
September 12, 2017
Page 2

Limitations on Obligations and Liability, page 192

2. We note your statement in the third bullet on page 193 that “[Hexindai] and the
depositary disclaim any tax consequences that may resu lt from ownership of ADSs,
ordinary shares or deposited securities.”  Please revise your disclosure to clarify that
investors are entitled to rely on the tax information disclosed in the registration statement
or advise.

You may cont act Michael Henderson, Staff Accountant, at (202) 551 -3364  or Robert
Klein, Staff Accountant, at (202) 551 -3847  if you have questions regarding comments on the
financial statements and related matters.  Please contact David Lin , Staff Attorney,  at (202) 551 -
3552 or me  at (202) 551 -3391  with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Zhang Qisen (Johnson)
Stephanie Tang, Esq.

Mail Stop 4720

August 15, 2017

Zhou Xinming
Chief Executive Officer and Director
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’ s Republic of China

Re: Hexindai Inc.
Amendment No. 3  to
Draft Registration Statement on Form F -1
Submitted August 1, 2017
  CIK No. 0001702318

Dear Mr. Zhou :

We have reviewed your amended draft registration statement 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 this letter by providing the requested information and either submitting
an amended draft registration stateme nt or publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounti ng Policies, Judgments and Estimates

Cash incentive rewards program, page 90

1. We note your response to comment 10 relating to your accounting for incentives under
ASC 605 -50-45-9.  In your response, you stated that you believe the cash incentives
(recogni zed as a reduction to revenue) should be compared against the Company’s total
revenues, rather than only the revenues earned from investors, and thus, you did not

Zhou Xinming
Hexindai  Inc.
August 15, 2017
Page 2

 recharacterize any portion to expense.  However, the guidance in ASC 605 -50-45-9
clarifies th at the negative revenue may be recharacterized as an expense if it exceeds
cumulative revenue “from the customer.”  Please clarify how you considered this aspect
of the guidance and explain why you do not believe the analysis should instead be
performed on  an individual customer basis.

Loan Performance Data

Delinquency Rates, page 101

2. We note your response to comment 13, as well as your response to the first bullet of
comment 13 in our letter dated June 9, 2017.  In your responses, you clarified that you
only classify the unpaid portions of payments due in your delinquency rates, but do  not
include the total outstanding balance of the loan.  As a result, we are reissuing our
comment 13 in part.  Please revise your table to show the total delinquency rates based on
the total outstanding balance of the loans or tell us in detail why your c urrent presentation
is more useful to user of your financial statements.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 3 – Prepayments and Other Assets, page F -22

3. We note your response to comment 19 describing the f inancing arrangement between the
Company and a group of independent individual investors that started in July 2016.
Please address the following:

 Tell us the purpose of this financing arrangement and why it was entered into by each
party.

 Tell us the terms of the arrangement, including whether an interest rate was charged,
what economic benefits were received by each party, whether risks were transferred
and what were the material rights and obligations under the agreement.

 Quantify the amount of reve nue generated under this arrangement.

Note 12 – Additional Paid -In Capital, page F -27

4. We note your response to comment 20, as well as your previous response to comment 27
in our letter dated June 9, 2017.  Based on the information provided in the response, we
note that there are some inconsistencies in your disclosure about the material terms of the
options that require further expansion and clarification.  Accordingly, please revise your
disclosure to clarify the following:

Zhou Xinming
Hexindai  Inc.
August 15, 2017
Page 3

  Revise to clarify and define terms associated with the date the options were awarded
(i.e., April 1, 2016) compared to the grant date as defined in ASC 718.  In this regard,
ensure your disclosures adequately discuss the vesting and exercisability conditions in
correlation to t he “award date” or “grant date” as needed.  For example, clarify
whether the vesting terms are linked to the award date of April 1, 2016 or the grant
date in ASC 718.

 Your disclosure references a term for a “Qualified IPO,” which does not appear to be
a defined term.  Revise to define this term.

 Clarify when the options become exercisable.  For example, your disclosure states
that the Company “granted performance -based options to purchase … on the effective
date of the registration statement,” whereas the  disclosure later states that the options
will “become exercisable in three equal installments” on the first, second and third
anniversaries of successful completion of a Qualified IPO.

 Revise to clarify when the options are forfeited.  For example, discl ose whether the
options are forfeited if a Qualified IPO does not occur within two years of the April 1,
2016 award date or some other period of time.

 In your response to comment 27 in our letter dated June 9, 2017, you referenced that
the maximum contrac tual term is 3 years.  Revise to clarify this maximum contractual
term in your disclosures, including when it commences and its relationship to and
effect, if any, on the vesting and exercisability period.

 Disclose any material “rights and benefits under this Option Agreement.”

5. As it relates to your recognition of compensation expense for these options described in
your response to comment 20, please address the following:

 Provide clarity around your disclosure stating that you will “recognize cost over the
vesting period” and how that contemplates your conclusion that a service inception
date precedes the grant date.    For example, tell us how your recognition method
contemplates graded vesting (consider for example ASC 718 -10-35-8a) and whether
applicat ion of ASC 718 -10-35-3 requires recognition of compensation upon
successful completion of a Qualified IPO for the portion of the requisite service that
has been rendered as of that date.

 Tell us whether you expect to incur a material charge upon complet ion of the
Qualified IPO given your previous response stating that you have a service inception
date that precedes the grant date and the guidance in ASC 718 -10-35-6.  If you have
determined a material charge will be incurred upon completion of the Qualifi ed IPO,
tell us whether you considered disclosing and quantifying that charge outside of your
historical financial statements.

Zhou Xinming
Hexindai  Inc.
August 15, 2017
Page 4

You may cont act Michael Henderson, Staff Accountant, at (202) 551 -3364  or Robert
Klein, Staff Accountant, at (202) 551 -3847  if you have questions regarding comments on the
financial statements and related matters.  Please contact David Lin , Staff Attorney,  at (202) 551 -
3552 or me at (202) 551 -3391  with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Offic e of Financial Services

cc: Zhang Qisen (Johnson)
Stephanie Tang, Esq.

Mail Stop 4720

July 21, 2017

Zhou Xinming
Chief Executive Officer and Director
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’ s Republic of China

Re: Hexindai Inc.
Amendment No. 2  to
Draft Registration Statement on Form F -1
Submitted July 6, 2017
  CIK No. 0001702318

Dear Mr. Zhou :

We have reviewed your amended draft registration statement 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 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 our comments apply 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 re sponse to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Corporate History and Structure

Our Relationship with Hexin Group, page 74

1. We note from your response to comment 6 t hat Hexin Group has been financed mainly
through its owners’ capital and operating cash flows.  Given that Hexin Group provides
referral services for no fee, please explain to us how Hexin Group generates positive
operating cash flows.  In addition, explai n to us how Hexin Group has sufficient equity at
risk.  Refer to ASC 810 -10-15-14(a) and 810 -10-25-45 through 810 -10-25-47.

Zhou Xinming
Hexindai  Inc.
July 21, 2017
Page 2

 2. As it relates to the initial capitalization and financing of Hexin Group’s operations, we
also note your disclosure on page 74 stat ing that the centralized treasury function was
established before the Company was fully operational.   Please provide clarity on the
relevance of your statement that the centralized treasury function was established before
the Company was fully operational,  given your response stating that the funds were not
used to finance operations.

3. We note your response to comment 6 stating that both Hexin Financial Information and
Hexin Information (collectively “Hexin Group”) engage in various financial advisory
services.   Please explain in more detail the activities of Hexin Group that most
significantly affect its economic performance and provide us with financial information
of Hexin Group for the most recent fiscal year that illustrates its economic performanc e.
In this regard, we would like to understand the amount of financial advisory service
income, interest income  and income from fees paid by borrowers referred to the
Company, as well as expenses incurred in generating referrals to the Company.

4. We note your disclosure on page 120 that over 90% of your borrowers were referred
from Hexin Group in fiscal years 2015, 2016 and 2017 (e.g., there were 28,738 total
borrowers at March 31, 2017), which is performed by an extensive on -the-ground sales
network acros s 125 locations.   You also state that Hexin Group assists you by conducting
physical interviews, document collection and data processing.   Given the apparent
significance of this relationship to your operations, explain to us if these represent
significan t activities of Hexin Group.   As part of your response, clarify the percentage,
frequency and /or amount of borrowers that are referred by Hexin Group and rejected by
the Company.

5. We note your response to comment 8 stating that Hexin E -Commerce does not have the
power or authority to control or direct the majority of activities that most significantly
impact the economic performance of Hexin Group in your analysis of the criteria in ASC
810-10-15-14(b)(1 -3).  In regard  to these points, we note your disc losure on page 75 and
under Section 3.2 of your Business Cooperation Agreement in Exhibit 10.1 that Hexin E -
Commerce shall submit its request for borrowers on a monthly basis with related criteria,
and in turn, Hexin Group shall direct all borrowers meetin g that criteria to Hexin E -
Commerce.   Further, you state that Hexin Group should obtain the explicit consent of
Hexin E -Commerce before Hexin Group pursues any business opportunity by offering
loan services and/or products to any offline borrower.   Lastly,  you state on page 120 that
only upon the successful facilitation and execution of a loan, the borrowers will enter into
an agreement and pay a consultation services fee directly to Hexin Group.   Please address
the following:

 Explain to us why you do not believe the performance of marketing activities on
behalf of Hexin E -Commerce under the Business Cooperation Agreement does
not represent an activity of Hexin Group that significantly impacts its economic

Zhou Xinming
Hexindai  Inc.
July 21, 2017
Page 3

 performance that is directed by Hexin E -Commerce.  Refer to ASC 810 -10-15-
14(b)(1).

 Given the requirement for Hexin Group to obtain Hexin E -commerce’s explicit
consent before Hexin Group pursues any business opportunity by offering loan
services and/or products to any offline borrower, as well as the fact  that Hexin
Group does not receive a referral payment from the borrowers until successful
facilitation and execution of a loan on your platform, explain to us why you do
not believe these contractual rights and/or restrictions have a significant impact on
Hexin Group’s economic performance.

 We note in your response that you state the Arrangement with Hexin Group may
be considered a variable interest under paragraph 55 -37 of ASC 810.   Please
confirm whether you consider the arrangement to represent a variab le interest and
provide us with your analysis.

6. We note that Hexin Group, an entity under common control, provides referral services to
you for no fee.  Please tell us how you considered the guidance in SAB Topic 5:T, which
addresses situations in which a principal stockholder pays an expense for the company.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Components of Results of Operations

Loan facilitation revenue, page 84

7. We note your response to bullets 4 and 5 of comment 12 highlighting an increasing trend
of borrower preference for loan products of higher loan amounts, as well as other changes
and trends in your loan portfolio.  Please include disclosures concerning the changes and
trends in your loan portfolio in regards to both the loan terms and amounts as outlined in
your response.

Critical Accounting Policies, Judgments and Estimates

Cash incentive rewards program, page 89

8. We note your response to comment 11 stating that you recognize a credit to cash when
the Company grants the incentive because the Company deposits the funds into the
investor’s account.  In addition, we also note that your response states there is no
limit ation on the period of time investors can use these incentives.  Please confirm that
you are physically transferring cash into the investor’s account (rather than issuing a
credit to an account) and clarify whether the investor can withdraw that physical c ash
from their account to use outside of your platform.  Alternatively, explain to us how the
Company restricts the investor from withdrawing the cash and using it outside of your

Zhou Xinming
Hexindai  Inc.
July 21, 2017
Page 4

 platform.  Further, tell us if the Company has the ability to access or use any funds in an
investor’s account.  Revise your disclosures to clarify these terms accordingly.

9. Given the significance of your incentive and referral programs, please expand your
disclosures to discuss what the typical periods and incentive requirements  are.  Also
revise your disclosures to discuss each of the programs in regards to new investors and
existing investors if there are differences.  In addition to the typical programs you offer,
please discuss any specific programs that you offered in the ye ars you have reported that
materially impacted your results of operations.

10. We note your response to comment 11 stating that if the cash incentives provided to
investors result in negative revenue on a cumulative basis, the amount of the shortfall
will be  characterized as an expense in accordance with ASC 605 -50-45-9.  In
addition, we note that the cumulative cash incentives for the three years ended March
31, 2017, 2016 and 2015 appear to exceed the cumulative post -origination revenues
earned from investo rs for the same periods, respectively, but are still reflected as a
contra -revenue.  Please clarify how your current presentation is consistent with your
response.

11. As it relates to the application of incentives by investors described in response to
comme nt 11, please clarify whether cash incentives paid to the investor co uld only be
used to offset the post-origination revenue, or could it also be used against loan principal
or other items.

Results of Operations

Fiscal Year Ended March  31, 2017 Compared to Fiscal Year Ended March  31, 2016

Cash Incentives, page 94

12. We note that cash incentives increased from $0.8 million in 2016 to $1.6 million in 2017.
You state that the amount of cash incentives lowered after the first year of operations.
Revise your disclosures to describe why the cash incentives increased in the current year.
Refer to Item 303(a)(3) of Regulation S -K.

Loan Performance Data

Delinquency Rates, page 99

13. We note your response to comment 13 stating that you only consider the unpaid interest
portion to be delinquent in your delinquency rate information.  Please revise your
delinquency rate table to include the total amount of the loan and related interest pa yment
outstanding as delinquent.  In addition, revise to include delinquency rate information for
more than 89 days in this table as well.

Zhou Xinming
Hexindai  Inc.
July 21, 2017
Page 5

14. Revise your table on page 99 to quantify the total delinquent loan amounts in RMB and
US $ for both your secured a nd credit loans.

15. As it relates to the performance data of the loans offered on your platform, tell us how
you consider extensions, renewals and modification of terms in regards to delinquencies.
To the extent that they are material, please revise to dis close the frequency and amount of
loans with modified terms.

16. We note your response to comment 13 stating that you record post -origination revenue
even when a loan is delinquent.  Please tell us how you consider collectability reasonably
assured in these  instances.

M3+ Net Charge -Off Rates, page 100

17. We note your table refers to the Total M3+ Net Charge -Off Rate as of September 30,
2016.  Please update your as of the most recent period (i.e., March 31, 2017) or tell us
why this is not applicable.

Business

Our Investors

VIP Investor Loyalty Program, page 122

18. We note your response to comment 10 stating the different post -origination rates
associated with each VIP level.  Please revise your table on page 122 to disclose the rates
or the range of rates  each VIP level pays in post -origination service fees.  Also, quantify
the total loan amounts each VIP level participated in for each year.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 3 – Prepayments and Other Assets, page F -22

19. We note in footnote (ii) to the table that you advanced certain loan amounts to investors
prior to repayment.  Please tell us how you accounted for the arrangement, including
what journal entries were reco rded at inception, over the term of the loan and at maturity.
In addition, tell us how you recognized revenue under this agreement with reference to
the related authoritative guidance.

Zhou Xinming
Hexindai  Inc.
July 21, 2017
Page 6

Note 12 – Additional Paid -In Capital, page F -27

20. We note your res ponse to comment 27 stating that you have a service inception date,
which precedes the grant date.  However, you also state that the Company will start
incurring share based compensation expense associated with these grants upon
completion of an initial pu blic offering.  Since you have concluded that the service
inception date precedes the grant date, please tell us why you do not believe you need to
recognize share based compensation expense from the service inception date (i.e., April
1, 2016) under ASC 7 18-10-35-6 and ASC 718 -10-55-12.  As part of your response,
quantify the amount of compensation expense that you would have recognized under the
guidance referenced above.

You may cont act Michael Henderson, Staff Accountant, at (202) 551 -3364  or Robert
Klein, Staff Accountant, at (202) 551 -3847  if you have questions regarding comments on the
financial statements and related matters.  Please contact David Lin , Staff Attorney,  at (202) 551 -
3552 or me at (202) 551 -3391  with any other questions.

Sincerely,

 /s/ Erin E.  Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc: Zhang Qisen (Johnson)
Stephanie Tang, Esq.

Mail Stop 4720

June 9 , 2017

Zhou Xinming
Chief Executive Officer and Director
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’ s Republic of China

Re: Hexindai Inc.
Amendment No. 1 to
Draft Registration Statement on Form F -1
Submitted May 25 , 2017
  CIK No. 0001702318

Dear Mr. Zhou :

We have reviewed your amended draft registration statement 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 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 our comments apply 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 re sponse to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Prospectus Cover Page

1. We note your response to comment 4; however your revised disclosure is not fully
responsive to our comment.  As previously requested, please revise the prospectus cover
page to disclose the date the offering will end and the escrow arrangements, including
provisions for timing of return of funds to investors if the minimum offering proceeds are
not received.  Refer to Item 501 of Regulation S -K.

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 2

 Summary Historical Financial Information of our Company, page 9

2. In footnote (3) to the table, you state that you do not bill the borrower or investor
directly.   Please revise your disclosures to more cle arly state what this statement is in
reference to.

3. We note your response to comment 9 stating that you do not believe the
differentiation of investors by credit and secured loans is meaningful and your belief
that the more relevant consideration of the investor to be based on the expected
returns.  Please address the following:

 Given that secured borrowers must provide pledged assets under the terms of
their agreement but this is not provided under credit loans, tell us whether you
consider the investm ent risk to investors of secured loans to be the same as
credit loans and why you do not believe the differentiation in risk would be
meaningful to an investor.  In this regard, we refer to your disclosure on page
16 stating that investors may be exposed t o a higher risk of borrowers’ default
on credit loans due to the unsecured nature.

 To the extent that you consider the risk to be the same, help us reconcile that
with the fact that you appear to be have a higher APR on your credit loans
compared to your secured loans, which is disclosed on page 121.

 We note on page 16 that you have shifted your business focus from secured
loans to credit loans.  Given this significant shift in your business model, we
are reissuing our comment in part.  Please revise to d isaggregate the total
investors by credit loan and secured loan transactions as well.

Risk Factors

We may not be able to completely prevent fraudulent activity…., page 15

4. Tell us if you have historically experienced any fraud.  Tell us how you handled any
fraud in regards to your risk reserve liability and if your obligations to investors in
the instance of fraud extend beyond the reserve liability.  Tell us if your obligat ions
in regards to any fraud will be different under your agreement with Changan
Insurance.

Corporate History and Structure, page 68

5. We note your response to comment 13 stating that China Everbright Bank agreed to
extend loan credit to you.  Please revi se your disclosures to describe the material
terms (e.g., interest rate, commitment fee, term, etc.) and conditions of the loan credit

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 3

 as part of your discussion of Liquidity and Capital Resources on page 96.  Refer to
Item 303(a)(1) of Regulation S -K.

Our Relationship with Hexin Group, page 73

6. We note your response to comment 18 and the Business Cooperation Framework
Agreement with Hexin Financial Information and Hexin Information (collectively
“Hexin Group”) filed in Exhibit 10.1.  Please address the following:

 Tell us the purpose  for which Hexin Group was created and the variability it
was designed to create and pass along to its interest holders, and who
participated in the design of Hexin Group.

 Tell us the significant activities that most impac t the economic performance
of Hexin Group and how decisions are made over those activities, including
your consideration of decision making rights offered to Hexin E -Commerce
through  the business cooperation agreement (e.g., non -competition, scope of
busin ess, customer priority, consent rights, etc.).

 Tell us how the operations of Hexin Group have historically been financed
and capitalized.  In this regard, we refer to your response to comment 38
stating that the related party balances due from Hexin Group  represented, in
substance, interest -free intercompany borrowings.

 We note that Section 4 of the business cooperation agreement references a
non-competition period.  Tell us what will happen at the end of the non -
competition period, including whether Hexi n Group will continue to provide
the same services to Hexin E -Commerce or will they be allowed to compete
directly with Hexin E -Commerce?

 Tell us if there are any penalties for failure to comply with the non -
competition or any other terms (e.g. customer  referrals) of the agreement.

7. We also note from your response to comment 18 that the business cooperation
agreement with Hexin Group was entered into on March 17, 2017.  Tell us which
agreement, if any, dictated the terms of your arrangement with Hexin Gr oup prior to
March 17, 2017.  As part of your response, tell us how decision making authority was
allocated between Hexin Group and Hexin E -Commerce prior to having a signed
agreement.

8. We note your response to comments 18 and 19 stating that you do not c onsider Hexin
Group to be a variable interest entity and that the business cooperation agreement
was entered into among the parties at arm’s length. In addition, we note that Hexin
Group performs client referral and marketing services for Hexin E -Commerce for no

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 4

 fee under the business cooperation agreement and that no fee or interest was charged
relating to the centralized treasury function.  Tell us how you considered the terms of
these arrangements to be customary and commensurate with fees paid to a serv ice
provider under the guidance in ASC 810 -10-55-37.

9. We note that you expect to collect the balances due from Hexin Group from the
centralized treasury function in installments by September 30, 2017.  Tell us why it
was necessary for Hexin Group to pay y ou back in installments rather than a single
lump sum payment.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Components of Results of Operations

Revenue, page 82

10. We note your response to comment 21.  Please tell us and revise your disclosures to
clarify how the percentages coincide with the membership grades, how an investor
moves from one membership grade to another and provide a tabular disclosure
quantifying the  number of investors by membership grade level.

Critical Accounting Policies, Judgments and Estimates

Cash Incentive Reward Program, page 88

11. We note you response to comment 24 stating that incentives are granted for a limited
period to customers upon satisfaction of the terms and conditions of the Company’s
referral incentive program or promotional campaigns and that those incentives can be
redeemed for credit on the online marketplace.  Further, we note that you recognize
the cash incentives as a redu ction to revenue when granted.  Please address the
following:

 Tell us what journal entries you record upon granting of the incentives to the
customer and then also what journal entries, if any, you record upon
redemption of the incentives by the customer.

 Tell us and revise your disclosures to clarify what are the terms and
conditions for earning incentives under each program (i.e. both referral
incentive program and promotional campaigns), how an investor chooses to
participate in the program, restrictio ns on their use and what is the limited
period that the incentives are available for.  In this regard, we note in your
response to comment 24 that you state the incentives are not included in your
agreements with investors.

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 5

  Tell us in detail why you do not consider an earned incentive to be an
obligation of the Company in instances where the terms and conditions have
been satisfied by the investor but the incentive has not yet been redeemed.
Are there instances where an investor earned an incentive but you elected not
to accept it?

 Tell us if the cash incentives can or have exceeded the loan balance the
investors have applied the incentive to.  If so, tell us what happens with the
residual credit amount, including whether it can also be applied against the
post-origination fees or ad ditional loans in these circumstances.

Six Months Ended September  30, 2016 Compared to Six Months Ended September  30, 2015

Loan facilitation revenue, page  93

12. We note your response to comment 27, as well as your disclosures on page 122
outlining differe nt borrower requirements.  In addition, we also note your response to
comment 32 indicating that you expect to focus on car -owner loans.  As it relates to
your business focus and the quality of loans offered on your marketplace, which will
impact your resu lts of operations, please address and revise your disclosures to
clarify the following:

 Tell us whether there are different criteria for approving or rejecting a loan
request based upon the nature of the loan products.

 Tell us whether you consider any  of the loan products to have different
investment risks associated with it due to changing market conditions or
industry trends.  As part of your response, tell us whether the amount of fees
charged depends on the type of loan product.

 Given that you use  these loan products for marketing purposes and expect to
focus on car -owner loans, tell us why you do not believe disclosing the
amount of car -owner loans or other products would be a meaningful measure
to assess trends impacting your results of operation s.  For example, if you
primarily service car -owner loans on your marketplace and there is a
significant improvement or decline in car -loan activity, tell us whether that
could represent a trend impacting your business.

 Tell us if you have noted any trend s in the loan products by both borrowers
and investors.  For example, have investors shown a preference for a certain
loan product or have borrowers requested certain types of loans?

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 6

  Tell us if you have encountered different default rates for any of the  loan
products.  In this regard we note on page 89 that your risk reserve liability is
tracked on a loan -by-loan basis.

Loan Performance Data

Delinquency Rates, page 99

13. We note your response to comment 29 stating that there is no delinquency data for
secured loans because they are collateralized.   We also note from your disclosure on
page 99 that the delinquency rates are based on the unpaid balance of principal and
interest at the end of the period.   Please address the following:

 In your delinquency rate information disclosed on page 99, tell us whether
you include only the unpaid portion of the loan amount or the total loan
amount in your calculation.   For example, if $20 is unpaid out of a total loan
amount outstanding of $100, tell us whether you c onsider only the $20 to be
delinquent or the total $100.

 While the loan may be collateralized, tell us why you would not consider a
secured loan to still be delinquent for purposes of collecting payments from
the borrower.

 Tell us how you recognize pos t-origination revenue on these delinquent loans.

 Tell us why you believe this information would not be useful to investors.   In
this regard, we note that a portion of your revenue is generated upon the
receipt of the payments.

Business

Risk-adjusted inv estment returns and high investor satisfaction, page 115

14. We note your response to comment 31 stating that you do not believe disaggregating
repeat investor rates for credit loans compared to secured loans represents
meaningful information.  Given that you  have shifted your business focus from
secured loans to credit loans, tell us why you do not believe it would be meaningful
to differentiate repeat investor rates for credit loans compared to secured loans.  For
example, tell us why it would not be meaning ful to understand if a repeat investor
rate for credit loans was actually lower or higher than it is for secured loans.  In this
regard, we note that the repeat investor rate declined from 62.2% at September 30,
2016 to 40% at December 31, 2016.  In additi on, revise your disclosure to disclose,
as stated in your correspondence, that there is insufficient publicly available

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 7

 information in the online lending marketplace industry in the PRC to provide
benchmark data that is representative and reliable.

Our Pr oducts and Services

Products and Services to Borrowers, page 121

15. We note your disclosure on page 121 that the annual percentage rate (“APR”) varies
according to the terms of the loan (currently 12, 24 or 36  months).  Please disclose
the interest rate ran ges for the loan products by term.

Individual investment, page 123

16. We note your response to comment 34 stating that you do not guarantee a minimum
return.  In addition, we also note on page 130 under your Risk Reserve Liability and
Insurance discussion that if the borrower fails to repay his or her loan, the risk
reserve liability policy will protect investors up to the full amount of the investment
and accrued interest.  Please tell us why you do not consider this statement on page
130 to represent a mi nimum financial guarantee to the investor.

Credit Loans, page 128

17. We note that the footnotes in the credit loans table on page 128 do not appear to
correspond with the descriptions provided immediately below the table.  Please
revise your disclosures t o ensure that each footnote corresponds to the appropriate
description.

18. We note your response to comment 36 stating that the same nominal interest rates are
charged to borrowers regardless of their credit grade.  Please address the following:

 Tell us why  borrowers are charged the same nominal rate regardless of credit
grade, but a different loan facilitation or management fees is charged
depending on the credit grade.  In this regard, we refer to page 80 stating that
Grade A represents the lowest risk ass ociated with borrowers while Grade E
represents the highest risk.

 Tell us why an investor would accept the same rate from a borrower
regardless of the different credit grade given the various underlying credit
risks associated with borrowers of each credit grade.  As part of your
response, tell us whether investors have access to the borrowers’ credit grade,
purpose of loan and other information.

Zhou Xinming
Hexindai  Inc.
June 9 , 2017
Page 8

  Further, we note on page 17 that you disclose that you offer different risk -
based returns to investors.  Revise your disclosures to clarify what you mean
by offering different  risk-based returns.

Material Terms and Conditions of the Insurance Agreement, page 130

19. We note your revised disclosure in response to comment 10 in which you disclose the
material terms and conditions of your insurance agr

Mail Stop 4720

May 4, 2017

Zhou Xinming
Chief Executive Officer and Director
Hexindai Inc.
13th Floor, Block C, Shimao
No. 92 Jianguo Road
Chaoyang District, Beijing 100020
People’ s Republic of China

Re: Hexindai Inc.
Draft Registration Statem ent on Form F -1
Submitted April 7, 2017
  CIK No. 0001702318

Dear Mr. Zhou :

We have reviewed your draft registration statement  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 this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration st atement on
EDGAR.  If you do not believe our comments apply 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 these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please p rovide us with copies of the agreements that you enter into with various
counterparties during the transactional process, including investor agreements,
borrower agreements and any other specific agreements you may enter into (i.e ., risk
reserve, cash incentives, guarantee or other programs).  The requested information
should be filed as EDGAR correspondence or, alternatively , should be sent in paper
form accompanied by a cover letter indicating that the material is being provided
pursuant to Securities Act Rule 418 and that such material should be returned to the
registrant upon completion of the staff review process.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 2

 2. Pleas e supplementally provide us with copies of all written communications, as
defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act , whether or not they retai n copies of the communications.

3. Please provide us with copies of any graphics, maps, photographs, and related
captions or other artwork including logos that you intend to use in the prospectus.
Such graphics and pictorial repre sentations should not be included in any preliminary
prospectus distributed to prospective investors prior to our review.

4. Please revise disclosure throughout the prospectus to provide information b ased on
the minimum and maximum offering  amount, such as the capitalization and dilution
tables on pages 62 and 63.  In addition, please revise the prospectus cover page to
briefly disclose the underwriting arrangements, including without limitation:

 The top of the cover page, where you disclos e the amount of ADSs representing
ordinary shares being offered, to also disclose the minimum amount of shares that
must be sold for the offering to close; and

 Disclose the date the offering will end and the escrow arrangements, including
provisions for t iming of return of funds to investors if the minimum offering
proceeds are not received.

Refer to Item 501 of Regulation S -K.

Prospectus Summary, page 1

Overview

5. You state that you leverage the “nationwide physical networks” of your offline
cooperati on partner, Hexin Group, which had a total of “99 branches in 20
provinces ” across China as of December 31, 2016.  However, we also note your
disclosure on pages 72 and 118 that:

 60 of the 99 physical branches are operated by Hexin Financial Information,
which is focused on secured loans;

 As of December 31, 2016 , 6.6% of the total outstanding amount of loans
facilitated on your marketplace were attributed to secured loans , while 93.4% of
such loans were attributed to unsecured credit loans; and

 You will focus on unsecured credit loans in the future.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 3

 In light of your business strategy going forward, please balance your disclosure by
clarifying the extent of the nationwide physical network that you intend to leverage for
acquiring borrowers offline.

Summary Historical Financial Information of our Company, page 9

6. We note on page 10 your presentation of summary operating data, which are
presented in RMB’000.  Please revise the table to also disclose the data in U.S.
dollars.  This information should be pr ovided throughout the document for
consistency purposes.

7. We also note your presentation of “Gross billing amount (net of VAT)” and “Gross
billing ratio (net of VAT),” which differs from the revenue recognized in the time of
recognition  under U.S. GAAP.   Tell us if you consider these to be non -GAAP
financial measures, and if so, please revise to clearly label them as non -GAAP
financial measures, explain how management uses such measures, why they are
useful to investors and any limitations to its use, and i nclude a reconciliation to the
most directly co mparable GAAP financial measure  as required by Item 10(e)(1)(i)(B)
of Regulation S -K.

8. Please clarify how you account for this  diffe rence between the gross billing amount  and
the amount of  revenue recognized i n your financial statements, including whether you
recognize any portion as deferred revenue.

9. We also note that you present the number of borrowers by credit loan transactions
and secured loan transactions, but only present the total number of investors.  Please
revise to disaggregate the total investors by credit loan and secured loan transactions
as well.  In addition, tell us and clarify whether there are any borrowers that could
overlap and be included as both a credit loan and secured loan borrower in  your
table.

Risk Factors

Our new third -party insurance arrangements may not be sufficient . . .  , page 16

10. We note that in January 2017, you entered into a framework agreement with Changan
Insurance to provide insurance to investors covering the risk of borrowers' non -
payment, effective February  1, 2017.  Please revise elsewhere in the prospectus, such
as your Business section , to describe in greater detail the material terms and
conditions  of this agreement, including, without limitation, the material obligations
of the parties, the duration of the agreement and the material termination provisions.
Also please file this agreement as an exhibit to the registration statement.  See Item
601(b )(10) of Regulation S -K.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 4

 The voting rights of holders of ADS are limited by the terms of the deposit agreement . . . , page
55

11. We note this risk factor as well as the following risk factor describes the voting rights
associated with the ADSs.  Please rev ise these risk factors to make clear that as
discussed on page 157, under Cayman law and in your organizational documents,
you are not required to hold an annual general meeting for shareholders.

Use of Proceeds, page 59

12. You state that you intend to use the offering proceeds for marketing purposes, risk
management upgrades, anti -fraud and billing operations systems.  Please discuss the
priority and implementation of these uses based on whether you receive the
minimum, maximum, or other proceeds from your offering.  Refer to Part I, Item
3(C) of Form 20 -F for further guidance.

Corporate History and Structure, page 67

13. We note that in January 2017, you entered into a strategic cooperation agreement
with China Everbright Bank and integrated your asset custod y system with Jiangxi
Bank.  Please tell us the terms and nature of each of these arrangements.

14. We also note that you entered into a framework agreement with Changan Insurance
to provide insurance coverage to investors and transitioned from the risk reser ve
liability policy to the insurance arrangement.   Please address the following:

 Tell us and disclose whether all investors are automatically enrolled in the
insurance policy or whether they have the option to opt -in or opt -out.  If the
investors elect to  opt-out, is the Company required to provide a risk reserve
liability to that investor?

 Tell us whether Changan  Insurance has the option to deny insurance to any
particular borrower that they deem risky.  If so, then is the Company
required to provide a risk reserve liability to the investor for that borrower?

 Tell us and disclose whether you, the investors or the  borrowers are
responsible for payment of the pr emium on the insurance policy.

 Tell us and disclose whether you charge any fees to your customers or to
Changan relating to the insurance policy and if so, how you recognize those
fees in your financial stat ements.

 Tell us whether Changan Insurance is a related party.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 5

 15. We note your diagram illustration of the corporate structure immediately upon
completion of this offering on page 68; however, we do not see a box for the public
shareholders ownership percentage after completion of the offering.  Please revise
the charts to show the corporate structure immediately before and after completion
of the offering, including the ownership percentage of the public shareholders upon
completion.

Our Relationship  with Hexin Group, page 7 1

16. We note that you utilized a centralized treasury function with Hexin Group from
inception up to March 2016  with all of your cash flows being managed through the
bank accounts of Hexin Information and Hexin Financial Information .  On January
12, 2017 , you separated your treasury function from the Hexin Group.  Please
address the following:

 Tell us how cash was managed and what treasury function you used between
March 2016 and January 2017 .

 Tell us how cash flows were monitored for the historical periods to
determine the amount of cash reported by Hexindai Inc. at each reporting
date.

 Was there a signed and written agreement in place governing the terms of the
centralized treasury function ?  As part of your response, tell us whether there
were any policies or agreements that restrict Hexin Group’s ability to use the
cash for their own operations.

 Tell us whether Hexin Group charged you an administrative fee for utilizing
their treasury fun ction.

17. We note that the net balance of funds, totaling approximately RMB 77.1 million was
the amount due to Hexin E -Commerce as of September 30, 2016.  Using the
September 30, 2016 period -end exchange rate of 6.6702 disclosed on page F -36, this
appears t o translate to $11.6 million U.S. dollars.  Please help us to reconcile this
amount to the related party due from Hexin Group of $9.3 million as of September
30, 2016 disclosed on page F -41.

18. We note that you have entered into a cooperation agreement with Hexin Group,
under which Hexin Information or Hexin Financial Information refers offline
borrowers to you for credit loans and secured loans.  Please tell us the substantive
terms of the cooperation agreement with Hexin Group, including the following:

 Tell us when you entered into the cooperation agreement and the period of
time the agreement covers (e.g. one year, five years, indefinite, etc.).

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 6

 Tell us whether the agreement is terminable by either party with or without
penalty.  If so, what steps need to  be taken for the termination to occur and
what is the penalty for violation of any terms?

 Tell us whether there are any other agreements or commitments in place
between Hexin E -Commerce and Hexin Group to fund the losses or expenses
of either party, such  as a loan agreement, equity pledge agreement or other?

19. Given the common control, business cooperation agreement and centralized treasury
function, provide us with your consolidation analysis of Hexin Group, including
whether Hexin Group is a variable int erest entity (VIE).

Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 75

General

20. Please revise to discuss the changes in financial position for the periods presented.

Key Components of Results of Operations

Revenue, page 80

21. We note that you recognize loan management and post -origination revenues and that
the amount of post -origination fees charged depends on an investor’s membership
grade and can be modified or waived at management’s discretion.  Please tell  us and
disclose the range of fee rates (e.g. , as a percentage of loan amount) associated with
these revenue streams.  In addition, disclose the amount of post -origination fees that
have been waived during each period.

Critical Accounting Policies, Judgme nts and Estimates

Revenue Recognition , page 85

22. We note that you receive fees contingent on future events, such as penalty fees for loan
prepayment or late payment, fees for transferring loans and other management fees.
Please disclose your revenue recog nition policy for these fees contingent on future events
and whether you recognize a liability for these contingencies.  For example, tell us
whether they are recognized as revenue upon receipt of cash or once all contingencies
have been satisfied.

23. Please  tell us whether the Company has recognized a servicing asset or liability under
ASC 860 -50 related to your obligation to service the loans originated from your platform

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 7

 for your investors.   If you have not recognized a servicing asset or liability, please  tell us
why you do not believe that you should.

Cash Incentives Reward Program, page 86

24. We note that you provide both referral and promotional cash incentives to investors
and that those cash incentives provided are accounted for as a reduction of rev enue
in accordance with ASC 605 -50.  Please address the following:

 Disclose the amount of incentives paid to investors (e.g. , as a percentage of
total loan amount or other, etc.) and whether it applies to only one loan or
can be for several loans entered into by an investor.

 Tell us and disclose when the incentives are recognized as a reduction to
revenue (e.g. , at inception of  the loan, upon satisfaction of the terms, upon
redemption or amortized over the term of the loans).

 Tell us and disclose whether the incentives can only be used by the investors
at loan inception or at any point during the loan period.

 Tell us and discl ose whether you recognize an asset or liability for these
incentive programs.  If you do not, tell us why.

 Tell us whether the incentives issued to a customer in a period exceed the
amount of revenue recognized, and if so, tell us whether you recognize th e
excess amount as either a negative revenue or an expense.

Risk reserve liability , page 86

25. We note that, in accordance with your risk reserve liability policy, an amount equal to 1%
and 2% of the loan amounts of all secured loans and credit loans inclu ding the principal
and interest is set aside during a given period.  Please explain to us how you considered
Rule 5 -02 of Regulation S -X in determining it was not necessary to present these
amounts in a separate restricted cash line item.  Additionally, pl ease tell us what
consideration you gave to ASC 230 -10-45 in determining your cash flow presentation of
changes in restricted cash.

26. We note your accounting policy relating to the risk reserve liability and how it is equal to
1% and 2% of the loan amount s of all secured loans and credit loans including the
principal and interest.  Please address the following:

 Clarify  that your maximum obligation is limited to the balance of the reserve
liability reflected on your balance sheet.  If the maximum potential  obligation can
exceed the balance of your liability, disclose that fact.

Zhou Xinming
Hexindai  Inc.
May 4, 2017
Page 8

 Confirm our understanding that the 1% relates to the total amount of secured
loans and 2% relates to the total amount of credit loans.  In this regard, we refer to
language in your risk factor on page 16 stating tha