SecProbe.io

CORRESP
 1
 filename1.htm

 J and
Friends Holdings Limited

 Room 02/a, 7/F, A T Tower, 180 Electric Road

 North Point, Hong Kong

 May 6, 2026

 VIA EDGAR

 Mr. Uwem Bassey

 Ms. Jan Woo

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Re: J and Friends Holdings Limited (CIK: 0001716338)
Registration Statement on Form F-3 (File No. 333-295334)

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933 ("Act"), as amended, J and Friends Holdings Limited (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, 4:00 p.m., Eastern Time, on May 8, 2026, or as soon thereafter as practicable.
In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

 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, Cooley LLP.

 [ Signature page follows ]

 Very truly yours,

 J and Friends Holdings Limited

 By:
 /s/ Zexiong Huang

 Name:
 Zexiong Huang

 Title:
 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 4, 2026

Xin Yang
Chief Financial Officer
J & Friends Holdings Ltd
Room 02/a, 7/F, AT Tower, 180 Electric Road
North Point, Hong Kong

 Re: J & Friends Holdings Ltd
 Registration Statement on Form F-3
 Filed April 27, 2026
 File No. 333-295334
Dear Xin Yang:

 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 Uwem Bassey at 202-551-3433 or Jan Woo at 202-551-3453
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Jie Zhang
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
September 28, 2023
Zexiong Huang
Chief Executive Officer
Pintec Technology Holdings Ltd
3rd Floor, No. 11 Building
No. 109 Yard Tianjizhigu
Jinghai 3rd Street, BDA, Beijing, 101111
People’s Republic of China
Re:Pintec Technology Holdings Ltd
Form 20-F for the Year Ended December 31, 2022
Filed May 15, 2023
File No. 001-38712
Dear Zexiong Huang:
            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 Technology
cc:       Jeffrey Li

CORRESP
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Pintec
Technology Holdings Limited

September 20,
2023

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Office of Technology

Mr. David Edgar – Senior
Staff Accountant

Ms. Kathleen Collins – Accounting
Branch Chief

    Re:
    Pintec Technology Holdings Ltd

    Form 20-F for the Year Ended December 31, 2022

    Filed May 15, 2023

    File No. 001-38712

Dear Mr. Edgar and Ms. Collins:

This
letter is being submitted by Pintec Technology Holdings Ltd (the “Company”) in response to the comments received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in the letter dated August 22,
2023 (the “Letter”) regarding the Company’s annual report on Form 20-F for the year ended December 31, 2022.
The Company duly notes the Staff’s comments and confirms to reflect the revised disclosure
in its next filing of annual report on the Form 20-F for the year ending December 31, 2023 (“20-F”) and/or a Form 6-K
accordingly.

The numbered paragraphs
below correspond to certain numbered comments in the Letter. The Staff’s comments are presented in bold.

Form 20-F
for the Fiscal Year Ended December 31, 2022

Item 4. Information on the Company

A. History and Development of
the Company, page 69

 1. Please
                                            explain further the following as it relates to the information provided in response to prior
                                            comment 2. Also, revise the proposed disclosures that you previously provided in comment
                                            4 to your July 14, 2023 response letter to address the bullet points below and include
                                            your newly revised disclosures in either an amendment to your December 31, 2022 Form 20-F
                                            or a Form 6-K filing:

 · Revise
                                            to clarify that Mr. Dong’s detention was solely related to business disputes of a separate
private company and the nature of such matter as indicated in the first bullet point of your response.

    Response:
We will revise our disclosure to clarify that Mr. Dong’s detention was solely related
to business disputes of a separate private company and the nature of such matter as indicated in the first bullet point of our response
to prior comment 2. We will include our newly revised disclosures in a Form 6-K filing.

 · Revise
                                            to clarify when Mr. Dong’s detainment began and ended as indicated in the second
                                            bullet point of your response, and clearly state whether Mr. Dong was charged or indicted
                                            with any wrongdoing.

    Response:
We will revise to clarify that Mr. Jun Dong was initially detained in August 2022
and was released from detainment in November 2022, and we will also clearly state that Mr. Dong was not charged or indicted
with any wrongdoing. We will include our newly revised disclosures in a Form 6-K filing.

 · Explain
                                            to us, and revise to clarify, why Mr. Xianofeng Cui voted on certain matters on behalf
                                            of Mr. Dong in December 2022 when it appears he was released from detainment in
                                            November 2022.

    Response:
Although Mr. Dong was released in November 2022, he was
not ready to start to work and resume his responsibilities as the Chairman of the Company immediately as he needed some time to rest
and recover. Mr. Dong started to assume full responsibilities as the Chairman of the Company in December 2022. We will revise
to clarify and include our newly revised disclosures in a Form 6-K filing.

 · You
                                            state in the third bullet point that Mr. Dong did not address any other matters in his
                                            absences except for the aforementioned matters. Explain what “aforementioned”
                                            matters you are referring to as it appears Mr. Cui addressed those matters. Also, if
                                            no other matters were addressed, then revise your proposed disclosures where you state “Mr. Jun
                                            Dong also fulfilled his duty as the Chairman of the Board on other matters” or explain.

    Response:
The “aforementioned” matters are the matters that Mr. Cui
have addressed. We will delete the proposed disclosures where we stated Mr. Jun Dong also fulfilled his duty as the Chairman
of the Board on other matters. We will include our newly revised disclosures in a Form 6-K filing.

Note 2. Summary of significant
accounting policies

(s) Revenue
recognition

Technical service fees, page F-20

2.   We
note your response to prior comment 3. Please further revise your proposed disclosures as provided in comment 7 of your July 14,
2023 letter to expand upon the terms of your technical service fee arrangements with financial partners. In this regard, clarify that
the output method used to measure progress toward completion is the dollar volume of loans referred to your financial partner and collections
of loan principal and interest from customers on behalf of such financial partner each month, and that the transaction price is determined
based on a percentage of such loan referrals and collections. Refer to ASC 606-10-50-18(a) and 50-20(a).

Response:
In response to the Staff’s comment, the disclosure will be revised as follows (see below
the blackline).

“Under ASC
606, the Group considers the 1) online credit assessment and referral service and post-lending management service, collectively and 2)
guarantee service as two separate services, of which, the guarantee service is accounted for at fair value in accordance with ASC 460.
Revenue from the guarantee services is recognized once the Company is released from the underlying risk (see Note2(r)).

The Group also
provides risk control service to customers in a separate contract, which is identified as one performance obligation under ASC 606. The
Group determines the transaction price of technical services to be the service fees chargeable to customers.

As the online credit
assessment and referral service and post-lending management service are not distinct, the Group identifies one performance obligation
under ASC 606.

The Group determines
the transaction price of technical service to be the service fees chargeable from the borrowers or institutional financial partners,
net of value-added tax and excluding the transaction price allocated to guarantee service. The transaction price of technical service
is determined based on a specific percentage of the loan volume that the Group referred to financial partners and takes into account
of collections from borrowers including default or early repayment of the borrowers as adjusting factors in determining the actual technical
service fee according to method agreed in contracts with customers.

Revenues from technical
services are recognized over time since the customers simultaneously receive and consume benefit provided by the Group’s technical
service as the Group performs. Output method is used to measure the Group’s progress toward complete satisfaction of the performance
obligation. For technical service fees charged from borrowers, the Group recognizes revenue during the service period. For technical
service fees charged from other financial partners, the Group applies the invoice practical expedient and recognizes revenue in the amount
to which the Group has a right to invoice based on the dollar volume of loans referred to financial partners and collection of principal
and interest from borrowers within the period.”

If you have further
comments, please feel free to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com or by telephone at (703) 618-2503.

    Very truly yours,

    /s/Zexiong Huang

    Zexiong Huang, Chief Executive Officer

Enclosures

    cc:
    Jeffrey Li

    FisherBroyles,
LLP

CORRESP
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Pintec
Technology Holdings Limited

September 5, 2023

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Office of Technology

Mr. David Edgar – Senior Staff Accountant

Ms. Kathleen Collins – Accounting Branch Chief

    Re: 
    REQUEST FOR EXTENSION OF TIME TO RESPOND TO COMMENT LETTER DATED 8/22/2023

Dear Mr. Edgar and Ms. Collins:

We are writing in response to the letter from
the Securities and Exchange Commission (the “Commission”) dated August 22, 2023 (the “Comment Letter”) in
which the Staff of the Commission (the “Staff”) requested certain information regarding our most recent Form 20-F filing.
As we discussed with Mr. Edgar, we would like to request an extension to the filing deadline for our response as the Company needs
more time to complete our responses. Currently, a response was requested within 10 business days, which would make the response due by
September 6, 2023. We respectfully request an extension of ten business days to respond to the Comment Letter such that the Company
would respond by September 20, 2023.

We are grateful for the Staff’s accommodation
in this matter. If you have any further questions, please feel free to contact our counsel Jeffrey Li at Jeffrey.li@fisherbroyles.com
or by telephone at (703) 618-2503.

    Very truly yours,

    /s/Zexiong Huang

    Zexiong Huang, Chief Executive Officer

Enclosures

    cc:
     Jeffrey Li

    FisherBroyles, LLP

United States securities and exchange commission logo
August 22, 2023
Zexiong Huang
Chief Executive Officer
Pintec Technology Holdings Ltd
3rd Floor, No. 11 Building
No. 109 Yard Tianjizhigu
Jinghai 3rd Street, BDA, Beijing, 101111
People’s Republic of China
Re:Pintec Technology Holdings Ltd
Form 20-F for the Year Ended December 31, 2022
Filed May 15, 2023
File No. 001-38712
Dear Zexiong Huang:
            We have reviewed your August 11, 2023 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.  Unless we note otherwise, our references to prior comments are to comments in our
July 28, 2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 4. Information on the Company
A. History and Development of the Company, page 69
1.Please explain further the following as it relates to the information provided in response to
prior comment 2.  Also, revise the proposed disclosures that you previously provided
in comment 4 to your July 14, 2023 response letter to address the bullet points below and
include your newly revised disclosures in either an amendment to your December 31,
2022 Form 20-F or a Form 6-K filing:
•Revise to clarify that Mr. Dong’s detention was solely related to business disputes of
a separate private company and the nature of such matter as indicated in the first

 FirstName LastNameZexiong Huang
 Comapany NamePintec Technology Holdings Ltd
 August 22, 2023 Page 2
 FirstName LastName
Zexiong Huang
Pintec Technology Holdings Ltd
August 22, 2023
Page 2
bullet point of your response.
•Revise to clarify when Mr. Dong’s detainment began and ended as indicated in the
second bullet point of your response, and clearly state whether Mr. Dong was charged
or indicted with any wrongdoing.
•Explain to us, and revise to clarify, why Mr. Xianofeng Cui voted on certain matters
on behalf of Mr. Dong in December 2022 when it appears he was released from
detainment in November 2022.
•You state in the third bullet point that Mr. Dong did not address any other matters in
his absences except for the aforementioned matters.  Explain what “aforementioned”
matters you are referring to as it appears Mr. Cui addressed those matters.  Also, if
no other matters were addressed, then revise your proposed disclosures where you
state “Mr. Jun Dong also fulfilled his duty as the Chairman of the Board on other
matters” or explain.
Note 2. Summary of significant accounting policies
(s) Revenue recognition
Technical service fees, page F-20
2.We note your response to prior comment 3.  Please further revise your proposed
disclosures as provided in comment 7 of your July 14, 2023 letter to expand upon the
terms of your technical service fee arrangements with financial partners.  In this regard,
clarify that the output method used to measure progress toward completion is the dollar
volume of loans referred to your financial partner and collections of loan principal and
interest from customers on behalf of such financial partner each month, and that the
transaction price is determined based on a percentage of such loan referrals and
collections.  Refer to ASC 606-10-50-18(a) and 50-20(a).
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yang Ge

CORRESP
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Pintec
Technology Holdings Limited

August 11,
2023

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

Washington, D.C. 20549

Attention: Office of Technology

Mr. David Edgar – Senior
Staff Accountant

Ms. Kathleen Collins – Accounting
Branch Chief

Re: 
Pintec Technology Holdings Ltd

Form 20-F for the
Year Ended December 31, 2022

Filed May 15, 2023

File No. 001-38712

Dear Mr. Edgar and Ms. Collins:

This
letter is being submitted by Pintec Technology Holdings Ltd (the “Company”) in response to the comments received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) in the letter dated July 28,
2023 (the “Letter”) regarding the Company’s annual report on Form 20-F for the year ended December 31, 2022.
The Company duly notes the Staff’s comments and confirms to reflect the revised disclosure
in its next filing of annual report on the Form 20-F for the year ending December 31, 2023 (“20-F”) accordingly.

The numbered paragraphs
below correspond to certain numbered comments in the Letter. The Staff’s comments are presented in bold.

Form 20-F
for the Fiscal Year Ended December 31, 2022

 Financial Information Related to the
VIE Structures, page 5

1.            We
note your proposed revised disclosures in response to prior comment 3. Please further revise your statements of operations to present
a revenue amount that excludes any income from the VIE, along with a separate line item for WFOE and Other Subsidiaries revenues from
sources other than the VIE. Similar revisions should be made to operating expenses and service fees paid to VIEs. In addition, explain
why the VIE column does not include a separate line item reflecting an expense for the services fees paid to the WFOE and Other Subsidiaries,
or revise.

Response:

In response to
the Staff’s comment, the existing disclosure in “Item 3. Key Information — Implications of Being a Company with
the Holding Company Structure and the VIE Structures — Financial Information Related to the VIE Structures” will be
revised as follows. The Company will also make additional revision to the line items of operating expenses, other income/(loss) and
share of loss from subsidiaries to reclassify the asset impairment loss from operating expenses to other income/(loss) for VIE and
Other Subsidiaries, in order to be consistent with the presentation of Consolidated Total in financial statements.

    For the year ended December 31, 2020

    Other

    VIE-

    Elimination

    Consolidated

    Parent

    VIEs

    WFOEs

    Subsidiaries

    Elimination

    Adjustments

    Total

    In
    RMB in thousands

    Condensed
    Consolidating Schedule of Results of Operations

    Revenues

    —

    358,605

     80,857

     21,700

     (6,001)

    (76,897)

     378,264

    including
    service fee revenues from other subsidiaries

    —

    6,001

    30,076

    —

    (6,001)

    (30,076)

    —

    including
    service fee revenues from WFOEs

    —

    —

    —

    —

    —

    —

    —

    including
    service fee revenues from VIEs

    —

    —

    46,802

    19

    —

    (46,821)

    —

    Cost
    of revenues

    —

     (284,185)

     (2,193)

     (2,217)

     19

     2,802

     (285,774)

    including
    cost of revenues related to service fees paid to other subsidiaries

    —

    (19)

    (585)

    —

    19

    585

    —

    including
    cost of revenues related to service fees paid to WFOEs

    —

    —

    —

    —

    —

    —

    —

    including
    cost of revenues related to service fees paid to VIEs

    —

    —

    —

    (2,217)

    —

    2,217

    —

    Operating
    expenses

     (27,665)

     (201,177)

     (98,827)

    (53,576)

     46,802

     35,114

     (299,329)

    including
    service fees paid to other subsidiaries

    —

    —

    —

    —

    —

    —

    —

    including
    service fees paid to WFOEs

    —

    (46,802)

    —

    (30,076)

    46,802

    30,076

    —

    including
    service fees paid to VIEs

    —

    —

    —

    (5,038)

    —

    5,038

    —

    Loss
    from operations

    (27,665)

     (126,757)

     (20,163)

     (34,093)

     40,820

     (38,981)

     (206,839)

    Other
    (expenses)/income

    (10,666)

     (6,044)

     (17,278)

     9,796

     30,892

     (46,805)

     (40,105)

    Share
    of loss from VIEs

    —

    —

    (183,395)

    —

    —

    183,395

    —

    Share
    of loss from subsidiaries

     (255,604)

    —

    —

    (234,910)

    —

    255,604

    490,514

    —

    Loss
    before income taxes

     (293,935)

     (132,801)

     (37,441)

(220,836)

     (24,297)

(259,207)

     71,712

    169,818

588,123

     (246,944)

    Income
    tax (expense)/benefit

    —

     (50,676)

    —

     1,480

    —

    —

     (49,196)

    Net
    loss

     (293,935)

     (183,477)

     (37,441)

(220,836)

     (24,297)

(257,727)

     71,712

    169,818

588,123

     (296,140)

    Less:
    net loss attributable to non — controlling interests

    —

    (82)

    —

    (2,123)

    —

    —

     (2,205)

    Net
    loss attributable to Pintec’s shareholders

     (293,935)

     (183,395)

     (37,441)

(220,836)

     (24,297)

(255,604)

     71,712

    169,818

588,123

     (293,935)

    For the year ended December 31, 2021

    Other

    VIE —

    Elimination

    Consolidated

    Parent

    VIEs

    WFOEs

    Subsidiaries

    Elimination

    Adjustments

    Total

    In RMB in thousands

    Condensed Consolidating Schedule of Results of Operations

    Revenues

    —

    148,957

    14,840

    21,243

    (1,074)

    (10,726)

    173,240

    including service fee revenues from other subsidiaries

    —

    1,074

    —

    —

    (1,074)

    —

    —

    including service fee revenues from WFOEs

    —

    —

    —

    —

    —

    —

    —

    including service fee revenues from VIEs

    —

    —

    8,800

    1,926

    —

    (10,726)

    —

    Cost of revenues

    —

    (82,240)

    (1,845)

    (8,648)

    3,069

    (56)

    (89,720)

    including cost of revenues related to service fees paid to other subsidiaries

    —

    (3,069)

    —

    —

    3,069

    —

    —

    including cost of revenues related to service fees paid to WFOEs

    —

    —

    —

    56

    —

    (56)

    —

    including cost of revenues related to service fees paid to VIEs

    —

    —

    —

    —

    —

    —

    —

    Operating expenses

    (12,574)

    (38,335)

    (76,390)

    (37,044)

    8,800

    686

    (154,857)

    including service fees paid to other subsidiaries

    —

    —

    —

    —

    —

    —

    —

    including service fees paid to WFOEs

    —

    (8,800)

    —

    —

    8,800

    —

    —

    including service fees paid to VIEs

    —

    —

    —

    (686)

    —

    686

    —

    Loss from operations

    (12,574)

    28,382

    (63,395)

    (24,449)

    10,795

    (10,096)

    (71,337)

    Other income/(expenses)

    3,292

    4,996

    (2,976)

    (25,234)

    —

    (10,689)

    (30,611)

    Share of loss from VIEs

    —

    —

    31,413

    —

    —

    (31,413)

    —

    Share of loss from subsidiaries

    (92,322)

    —

    12

    —

    (44,824)

    —

    92,322

137,134

    —

    (Loss)/income before income taxes

    (101,604)

    33,378

    (66,371)

    (34,946)

    (49,683)

(94,507)

    10,795

    71,537

84,936

    (101,948)

    Income tax expense

    (125)

    (3,456)

    —

    (3,415)

    —

    124

    (6,872)

    Net (loss)/income

    (101,729)

    29,922

    (66,371)

    (34,946)

    (53,098)

(97,922)

    10,795

    71,661

85,060

    (108,820)

    Less: net loss attributable to non — controlling interests

    —

    (1,491)

    —

    (5,600)

    —

    —

    (7,091)

    Net (loss)/income attributable to Pintec’s shareholders

    (101,729)

    31,413

    (66,371)

    (34,946)

    (47,498)

(92,322)

    10,795

    71,661

85,060

    (101,729)

    For the year ended December 31, 2022

    Other

    VIE —

    Elimination

    Consolidated

    Parent

    VIEs

    WFOEs

    Subsidiaries

    Elimination

    Adjustments

    Total

    In RMB in thousands

    Condensed Consolidating Schedule of Results of Operations

    Revenues

    —

    60,436

    12,221

    21,500

    (8,900)

    (10,689)

    74,568

    including service fee revenues from other subsidiaries

    —

    8,900

    454

    —

    (8,900)

    (454)

    —

    including service fee revenues from WFOEs

    —

    —

    —

    —

    —

    —

    —

    including service fee revenues from VIEs

    —

    —

    7,528

    2,707

    —

    (10,235)

    —

    Cost of revenues

    —

    (57,517)

    (1,060)

    (15,660)

    7,279

    4,270

    (62,688)

    including cost of revenues related to service fees paid to other subsidiaries

    —

    (7,279)

    —

    —

    7,279

    —

    —

    including cost of revenues related to service fees paid to WFOEs

    —

    —

    —

    —

    —

    —

    —

    including cost of revenues related to service fees paid to VIEs

    —

    —

    —

    (4,270)

    —

    4,270

    —

    Operating expenses

    (6,946)

    (81,654)

(45,054)

    (34,254)

    (65,140)

(15,140)

    7,528

    87,054

454

    (93,412)

    including service fees paid to other subsidiaries

    —

    —

    —

    —

    —

    —

    —

    including service fees paid to WFOEs

    —

    (7,528)

    —

    (454)

    7,528

    454

    —

    including service fees paid to VIEs

    —

    —

    —

    —

    —

    —

    —

    Loss from operations

    (6,946)

    (78,735)

(42,135)

    (23,093)

    (59,300)

(9,300)

    5,907

    80,635

(5,965)

    (81,532)

    Other income/(loss)

    (8)

    189

(36,411)

    (2,343)

    (20,767)

(70,767)

    —

    (89,574)

(2,974)

    (112,503)

    Share of loss from VIEs

    —

    —

    (77,440)

    —

    —

    77,440

    —

    Share of loss from subsidiaries

    (183,229)

    —

    11

    (106,455)

    —

    183,229

289,673

    —

    Income (loss) before income taxes

    (190,183)

    (78,546)

    (25,436)

(102,865)

    (80,067)

(186,522)

    5,907

    174,290

358,174

    (194,035)

    Income tax (expense) benefit

    —

    (1,968)

    —

    (7)

    —

    (547)

    (2,522)

    Net income (loss)

    (190,183)

    (80,514)

    (25,436)

(102,865)

    (80,074)

(186,529)

    5,907

    173,743

357,627

    (196,557)

    Less: net loss attributable to non — controlling interests

    —

    (3,074)

    —

    (3,300)

    —

    —

    (6,374)

    Net income (loss) attributable to Pintec’s shareholders

    (190,183)

    (77,440)

    (25,436)

(102,865)

    (76,774)

(183,229)

    5,907

    173,743

357,627

    (190,183)

Item 4. Information on the Company

History and Development of
the Company, page 69

 2. Please
                                            provide us with the following additional information as it relates to the proposed revised
                                            disclosures provided in your response to prior comment 4 and further revise your disclosures
                                            as necessary:

 ● Explain
further what is meant by “certain economic disputes.”

Response:
We have had multiple communications with Mr. Jun Dong, and we understand and have received
confirmation from Mr. Dong that his detention is not related to the Company, its business operations or his position in the Company.
Mr. Dong has confirmed that the detention is solely related to the business disputes of a separate private company that he participated
in China, in which certain customers alleged such company’s business operations involving activities violating local laws and regulations
which Mr. Dong and that company have denied any wrongdoing as Mr. Dong has also explained to the local government authority
that those are business disputes not violation of laws and regulations.

 ● Tell
                                            us when the Chairman was initially detained by the PRC authorities and when he was released
                                            from detainment.

Response:
Mr. Jun Dong was initially detained in August 2022 and was released from detainment
in November 2022.

 ● Describe
                                            what matters Mr. Xiaofeng Cui voted on in Mr. Jun Dong’s absence and what “other
                                            matters” Mr. Jun Dong was able to address and how.

Response:
Mr. Jun Dong appointed Mr. Xiaofeng Cui to exercise his voting rights in his absence
for the matters: (1) approval by resolutions of the Board of Directors of the Company (the “Board”) dated December 22,
2022 in regards of the issuance of the Company’s unaudited financial
results for the six months ended June 30, 2022, and (2) approval of the resolutions of the Board dated December 27, 2022
in regards of the change of directors. Mr. Jun Dong did not address any other matters in his absence except for the aforementioned
matters.

 ● Explain
                                            the basis for your assertion that Mr. Jun Dong’s detainment has not caused, and will
                                            not result in, a material adverse impact on your business, results of operations or financial
                                            condition, particularly since you state that you have not received any updates from any PRC
                                            government authority or reliable resources or any inquiry or action from any government authority.

Response:
As of the date of this response, the Company has not received any notice and inquiry from any
Chinese government authorities that the Company is subject to or is a part of any investigation or administrative proceedings. We have
had multiple communications with Mr. Jun Dong to understand the reason for his detainment and Mr. Dong has confirmed that the
detention is solely related to the business disputes of a separate private company that he participated in China, in which certain customers
alleged such company’s business operations involving activities violating local laws and regulations which Mr. Dong and that
company have denied any wrongdoing. Mr. Dong has not been charged or indicted for any wrongdoings as of the date of this response.
The Company is not a part or related to such detention other than Mr. Dong himself is a major shareholder, the Chairman and board
member of the Company, and he is not an executive officer or employee of the Company and not involving the date-to-date operations of
the Company. There is no material changes nor adverse impact of the ordinary operation and financial status of the Company that have
occurred during Mr. Jun Dong’s detention and/or after his
release.

Note 2. Summary of significant
accounting policies

(s) Revenue
recognition

Technical service fees, page F-20

3.            We
note your response to prior comment 7. Please explain further to us how technical service fees are determined each month. In this regard,
you refer to loan volume, receipts from borrowers, etc. used in determining such fees. Clarify whether the loan volume is based
on loans closed during the month or the outstanding balance of loans with the Financial Partner during the month and tell us how that
factored into your analysis. Also, explain how receipts factor into the service fee and what the reference to “etc.” includes.

 ● Please
                                            explain further to us how technical service fees are determined each month. In this regard,

United States securities and exchange commission logo
July 28, 2023
Zexiong Huang
Chief Executive Officer
Pintec Technology Holdings Ltd
3rd Floor, No. 11 Building
No. 109 Yard Tianjizhigu
Jinghai 3rd Street, BDA, Beijing, 101111
People’s Republic of China
Re:Pintec Technology Holdings Ltd
Form 20-F for the Year Ended December 31, 2022
Filed May 15, 2023
File No. 001-38712
Dear Zexiong Huang:
            We have reviewed your July 14, 2023 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.  Unless we note otherwise, our references to prior comments are to comments in our
June 14, 2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Financial Information Related to the VIE Structures, page 5
1.We note your proposed revised disclosures in response to prior comment 3.  Please further
revise your statements of operations to present a revenue amount that excludes any
income from the VIE, along with a separate line item for WFOE and Other Subsidiaries
revenues from sources other than the VIE.  Similar revisions should be made to operating
expenses and service fees paid to VIEs.  In addition, explain why the VIE column does
not include a separate line item reflecting an expense for the services fees paid to the
WFOE and Other Subsidiaries, or revise.

 FirstName LastNameZexiong Huang
 Comapany NamePintec Technology Holdings Ltd
 July 28, 2023 Page 2
 FirstName LastName
Zexiong Huang
Pintec Technology Holdings Ltd
July 28, 2023
Page 2
Item 4. Information on the Company
A. History and Development of the Company, page 69
2.Please provide us with the following additional information as it relates to the proposed
revised disclosures provided in your response to prior comment 4 and further revise your
disclosures as necessary:
•Explain further what is meant by "certain economic disputes."
•Tell us when the Chairman was initially detained by the PRC authorities and when he
was released from detainment.
•Describe what matters Mr. Xiaofeng Cui voted on in Mr. Jun Dong's absence and
what "other matters" Mr. Jun Dong was able to address and how.
•Explain the basis for your assertion that Mr. Jun Dong's detainment has not caused,
and will not result in, a material adverse impact on your business, results of
operations or financial condition, particularly since you state that you have not
received any updates from any PRC government authority or reliable resources or
any inquiry or action from any government authority.
Note 2. Summary of significant accounting policies
(s) Revenue recognition
Technical service fees, page F-20
3.We note your response to prior comment 7.  Please explain further to us how technical
service fees are determined each month.  In this regard, you refer to loan volume, receipts
from borrowers, etc. used in determining such fees.  Clarify whether the loan volume is
based on loans closed during the month or the outstanding balance of loans with the
Financial Partner during the month and tell us how that factored into your analysis.  Also,
explain how receipts factor into the service fee and what the reference to "etc." includes.
            You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Yang Ge

CORRESP
1
filename1.htm

DLA Piper UK LLP
Beijing Representative Office

20th Floor, South Tower, Beijing
Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 100020, China

T +86
10 8520 0600

F +86
10 8520 0700

W www.dlapiper.com

July 14, 2023

CORRESPONDENCE FILING VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Attention:
    Office of Technology

    Mr. David Edgar – Senior Staff Accountant

    Ms. Kathleen Collins – Accounting Branch Chief

    Re:
    Pintec Technology Holdings Ltd

    Form 20-F for the Year Ended December 31, 2022

    Filed May 15, 2023

    File No. 001-38712

Dear Mr. David Edgar and Ms. Kathleen Collins:

This
letter is being submitted on behalf of Pintec Technology Holdings Ltd (the “Company”) in response to the comments
received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”)
in the letter dated June 14, 2023 (the “Letter”) regarding the Company’s annual report on Form 20-F for the
year ended December 31, 2022. The Company duly notes the Staff’s comments and confirms to reflect the revised disclosure in its
next filing of annual report on the Form 20-F for the year ending December 31, 2023 (“20-F”) accordingly.

The
numbered paragraphs below correspond to certain numbered comments in the Letter. The Staff’s comments are presented in bold.

Form 20-F for Fiscal Year Ended December 31, 2022

Introduction, page 1

    1.
    Please revise your definition of China to remove the exclusion of Hong Kong and
    Macau from the definition.

RESPONSE:

In response to the Staff’s comment, the
disclosure will be revised as follows (see below the blackline).

    1

“‘China’ or
 ‘PRC’ refers to the People’s Republic of China, excluding, for the purposes of this annual report only, Hong
Kong, Macau and Taiwan including Hong Kong, Macau and Taiwan; and ‘mainland China’ refers to the People’s
Republic of China, excluding Hong Kong, Macau and Taiwan.”

In addition, disclosure elsewhere throughout the
20-F which is relevant to the definition of China will be revised accordingly as well.

Item 3. Key Information, page 3

    2.
    Please revise to include the diagram of your corporate organizational structure
    in the forepart of the filing. Also, include a footnote to your diagram, which identifies the VIE shareholders, their relationship
    to the company, if any, and their percentage ownership in each entity.

RESPONSE:

In response to the Staff’s comment, the Company
proposes to add the following disclosure in “Item 3. Key Information” right before “Item 3. Key Information —
Our Operations in China and Permissions Required from the PRC Authorities for Our Operations.”

“Organizational Structure

The following diagram illustrates
our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated
entities as of the date of this annual report.

    2

”

In addition, the Company will revise its disclosure in “Item
4. Information on the Company — C. Organizational Structure”
of the 20-F by adding the same footnotes required by the Staff to the diagram of corporate organizational structure.

Financial Information Related to the VIE Structures, page 5

    3.
    Please address the following as it relates
    to your condensed consolidating schedules:

    • Present amounts due to/due from between
    the VIEs and the parent company and the VIEs and the WFOE separately from any amounts due to/due from between the parent, WFOE and
    their equity owned subsidiaries.

    • Tell us in what line item you include
    the investment in equity owned subsidiaries and net assets of the VIEs and revise to include each of these amounts in separate line
    items clearly distinguishing the equity-owned investments from the VIE contractual arrangements.

    • Similarly, clarify where you have
    included any share of income (loss) of the VIEs and revise to disclose such amounts in a separate line item to avoid any implication
    that the VIE arrangements are similar to an equity method investment.

    • Present any revenue and costs and
    expenses related to service fees paid by the VIEs to the WFOE and/or parent company separately from the other costs and expenses
    of the VIEs.

    • Revise the cash flow information as
    necessary based on revisions requested in the above bullet points.

RESPONSE:

In response to the Staff’s comment, the existing
disclosure in “Item 3. Key Information — Implications of
Being a Company with the Holding Company Structure and the VIE Structures —
Financial Information Related to the VIE Structures” will be revised as follows:

    3

“The following table
sets forth the roll-forwards of the investment in our subsidiaries and the VIEs line item for the periods indicated:

    As of December 31, 2021

    Other
    VIE-
    Elimination
    Consolidated

    Parent
    VIEs
    WFOEs
    Subsidiaries
    Elimination
    Adjustments
    Total

    In RMB in thousands

    Condensed Consolidating
    Schedule of Financial Position

    Cash and cash equivalents
      1,255
      41,638
      623
      174,385
      —
      —
      217,901

    Restricted time deposits
      —
      1,468
      —
      —
      —
      —
      1,468

    Restricted cash-non current
      —
      5,417
      —
      —
      —
      —
      5,417

    Financing receivables, net
      —
      92,772
      —
      4,999
      —
      —
      97,771

    Accounts receivables, net
      —
      36,620
      180
      54
      —
      —
      36,854

    Inter-group
    balance due from VIEs and subsidiaries
      156,985
      1,304,761
      2,204,376
      1,773,980
      (1,304,761 )
      (4,135,341 )
      —

    Amounts due
    from other subsidiaries
      1,130,439
      71,401
      759,185
      —
      (71,401 )
      (1,889,624 )
      —

    Amounts due
    from WFOEs
      —
      1,259,558
      —
      532,879
      (1,259,558 )
      (532,879 )
      —

    Amounts due
    from VIEs
      —
      —
      1,388,888
      835,035
      —
      (2,223,923 )
      —

    Amounts due
    from Parent
      —
      —
      2
      379,531
      —
      (379,533 )
      —

    Investment
    deficit in VIEs
      —
      —
      (848,452 )
      —
      —
      848,452
      —

    Investment
    deficit in equity owned subsidiaries
      (973,454 )
      —
      (9,753 )
      (596,190 )
      —
      1,579,397
      —

    Other assets
      181
      129,334
      141,229

                                                                                139,136

      625,032

                                                                                169,036

      —
      (493,954

                                                                                (35,865

 )

                                                                                )

      401,822

    Total Assets
      158,421
      1,612,010

                                                                                1,638,208

      2,346,408

                                                                                1,429,809

      2,578,450

                                                                                1,499,729

      (1,304,761

                                                                                 (1,330,959

 )

                                                                                )

      (4,629,295

                                                                                (2,633,975

 )

                                                                                )

      761,233

    Inter-group
    balance due to VIEs and subsidiaries
      379,533
      2,337,454
      1,792,437
      1,987,265
      (2,337,454 )
      (4,159,235 )
      —

    Amounts due
    to other subsidiaries
      379,531
      835,035
      532,879
      —
      (835,035 )
      (912,410 )
      —

    Amounts due
    to WFOEs
      2
      1,388,888
      —
      759,185
      (1,388,888 )
      (759,187 )
      —

    Amounts due
    to VIEs
      —
      —
      1,259,558
      71,401
      —
      (1,330,959 )
      —

    Amounts due
    to Parent
      —
      —
      —
      1,130,439
      —
      (1,130,439 )
      —

    Amounts due to related parties
      —
      289,936
      —
      —
      —
      —
      289,936

    Convertible loan
      —
      —
      —
      400,000
      —
      —
      400,000

    Other liabilities
      3,817
      84,511
      7,256
      41,716
                                            67,956
      —
      (974

                                                                                (27,214

 )

                                                                                )

      136,326

    Total Liabilities
      383,350
      2,711,901

                                                                                2,598,370

      1,799,693
      2,428,981
      (2,337,454

                                                                                (2,223,923

 )

                                                                                )

      (4,160,209 )
      826,262

    Total Pintec’s
    (Deficit)/Equity
      (224,929 )
      (1,117,511

                                                                                (977,782

 )

                                                                                )

      546,715

                                                                                (369,884

 )
      7,189

                                                                                (1,071,532

 )
      1,032,693

                                            892,964

      (469,086

                                                                                1,526,234

 )

      (224,929 )

    Non-controlling interests
      —
      17,620
      —
      142,280
      —
      —
      159,900

    Total
    (Deficit)/Equity
      (224,929 )
      (1,099,891

                                                                                (960,162

 )

                                                                                )

      546,715

                                            (369,884

 )
      149,469

                                            (929,252

 )
      1,032,693

                                                                                892,964

      (469,086

                                                                                1,526,234

 )

      (65,029 )

    4

    As of December 31, 2022

    Other
    VIE-
    Elimination
    Consolidated

    Parent
    VIEs
    WFOEs
    Subsidiaries
    Elimination
    Adjustments
    Total

    In RMB in thousands

    Condensed Consolidating Schedule of
    Financial Position

    Cash and cash equivalents
      1,329
      5,350
      269
      242,780
      —
      —
      249,728

    Restricted time deposits
      —
      1,482
      —
      —
      —
      —
      1,482

    Restricted cash-non current
      —
      5,000
      —
      —
      —
      —
      5,000

    Financing receivables, net
      —
      86,910
      —
      177
      —
      —
      87,087

    Accounts receivables, net
      —
      14,439
      1,231
      2,957
      —
      —
      18,627

    Inter-group
    balance due from VIEs and subsidiaries
      42,460
      1,326,399
      2,221,742
      1,774,456
      (1,326,399 )
      (4,038,658 )
      —

    Amounts due
    from other subsidiaries
      1,231,416
      82,931
      829,466
      —
      (82,931 )
      (2,060,882 )
      —

    Amounts
    due from WFOEs
      —
      1,249,002
      —
      532,146
      (1,249,002 )
      (532,146 )
      —

    Amounts due
    from VIEs
      —
      —
      1,416,807
      787,080
      —
      (2,203,887 )
      —

    Amounts due
    from Parent
      —
      —
      —
      443,575
      —
      (443,575 )
      —

    Investment
    deficit in VIEs
      —
      —
      (925,892 )
      —
      —
      925,892
      —

    Investment
    deficit in equity owned subsidiaries
      (1,188,956 )
      —
      (9,742 )
      (702,645 )
      —
      1,901,343
      —

    Other assets
      95
      57,648
       87,365

                                                                                 62,834

      566,896

 122,554

      —
       (545,057

                                                                                (76,184

 )

                                                                                )

      166,947

    Total Assets
      43,884
       1,497,228

                                                                                1,502,762

      2,310,607

 1,374,973

      2,587,266

 1,428,624

       (1,326,399

                                                                                (1,331,933

 )

                                                                                )

      (4,583,715

 (2,489,439

 )

                                                                                )

      528,871

    Inter-group
    balance due to VIEs and subsidiaries
      443,575
      2,198,353
      1,781,606
      2,143,703
      (2,198,353 )
      (4,368,884 )
      —

    Amounts due
    to other subsidiaries
      443,575
      787,080
      532,146
      —
      (787,080 )
      (975,721 )
      —

    Amounts due
    to WFOEs
      —
      1,416,807
      —
      829,466
      (1,416,807 )
      (829,466 )
      —

    Amounts due
    to VIEs
      —
      —
      1,249,002
      82,931
      —
      (1,331,933 )
      —

    Amounts due
    to Parent
      —
      —
      —
      1,231,416
      —
      (1,231,416 )
      —

    Amounts due to related parties
      —
      294,590
      —
      44
      —
      —
      294,634

    Convertible loan
      —
      —
      —
      113,000
      —
      —
      113,000

    Long-term loan
      —
      —
      —
      236,755
      —
      —
      236,755

    Other liabilities
      2,355
      83,786
       9,896

                                                                                10,354

      37,380

 37,270

      —
       (1,798

                                                                                 (2,146

 )

                                                                                )

      131,619

    Total Liabilities
      445,930
       2,576,729

                                                                                2,582,263

      1,791,502
      2,530,882
      (2,198,353

                                                                                (2,203,887

 )

                                                                                )

      (4,370,682 )
      776,008

    Total Pintec's (Deficit)/Equity
      (402,046 )
      (1,094,047 )
      519,105

 (416,529

 )
      (83,979

 (1,242,621

 )

                                                                                )

      871,954
      (213,033

 1,881,243

 )

      (402,046 )

    Non-controlling interests
      —
      14,546
      —
      140,363
      —
      —
      154,909

    Total (Deficit)/Equity
      (402,046 )
      (1,079,501 )
      519,105

                                                                                                                                                              (416,529

 )
      56,384

 (1,102,258

 )
      871,954
      (213,033)

 1,881,243

      (247,137 )

    5

    For the year ended December 31, 2020

    Other
    VIE-
    Elimination
    Consolidated

    Parent
    VIEs
    WFOEs
    Subsidiaries
    Elimination
    Adjustments
    Total

    In RMB in thousands

    Con

CORRESP
1
filename1.htm

    DLA Piper UK LLP Beijing Representative Office

    20th Floor, South Tower, Beijing Kerry Center

    1 Guanghua Road, Chaoyang District

    Beijing 100020, China

    T +86 10 8520 0600

    F +86 10 8520 0700

    W www.dlapiper.com

June 27, 2023

Via Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Attention:
    Office of Technology

    Mr. David Edgar – Senior Staff Accountant

    Ms. Kathleen Collins – Accounting Branch Chief

    Re:
    Pintec Technology
    Holdings Ltd

    Form 20-F for the Year Ended
    December 31, 2022

    Filed May 15, 2023

    File No. 001-38712

Dear Mr. David Edgar and Ms. Kathleen Collins:

I
refer to the comment letter from the staff dated June 14, 2022 relating to Pintec Technology Holdings Limited’s (the “Company”)
Form 20-F filing for the fiscal year ended December 31, 2022. Since the Company needs more time to prepare responses, the Company
respectfully requests an extension to respond to the letter until July 14, 2023.

    Very truly yours,

    /s/ Yang Ge

 cc: Zexiong Huang, Chief Executive Officer, Pintec Technology Holdings Ltd

United States securities and exchange commission logo
June 14, 2023
Zexiong Huang
Chief Executive Officer
Pintec Technology Holdings Ltd
3rd Floor, No. 11 Building
No. 109 Yard Tianjizhigu
Jinghai 3rd Street, BDA, Beijing, 101111
People’s Republic of China
Re:Pintec Technology Holdings Ltd
Form 20-F for the Year Ended December 31, 2022
Filed May 15, 2023
File No. 001-38712
Dear Zexiong Huang:
            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 the Year Ended December 31, 2022
Introduction, page 1
1.Please revise your definition of China to remove the exclusion of Hong Kong and Macau
from the definition.
Item 3. Key Information, page 3
2.Please revise to include the diagram of your corporate organizational structure in the
forepart of the filing.  Also, include a footnote to your diagram, which identifies the VIE
shareholders, their relationship to the company, if any, and their percentage ownership in
each entity.

 FirstName LastNameZexiong Huang
 Comapany NamePintec Technology Holdings Ltd
 June 14, 2023 Page 2
 FirstName LastNameZexiong Huang
Pintec Technology Holdings Ltd
June 14, 2023
Page 2
Financial Information Related to the VIE Structures, page 5
3.Please address the following as it relates to your condensed consolidating schedules:
•Present amounts due to/due from between the VIEs and the parent company and the
VIEs and the WFOE separately from any amounts due to/due from between the
parent, WFOE and their equity owned subsidiaries.
•Tell us in what line item you include the investment in equity owned subsidiaries and
net assets of the VIEs and revise to include each of these amounts in separate line
items clearly distinguishing the equity-owned investments from the VIE contractual
arrangements.
•Similarly, clarify where you have included any share of income (loss) of the VIEs
and revise to disclose such amounts in a separate line item to avoid any implication
that the VIE arrangements are similar to an equity method investment.
•Present any revenue and costs and expenses related to service fees paid by the VIEs
to the WFOE and/or parent company separately from the other costs and expenses of
the VIEs.
•Revise the cash flow information as necessary based on revisions requested in the
above bullet points.
Item 4. Information on the Company
A. History and Development of the Company, page 69
4.We note that On October 21, 2022, you confirmed that your Chairman of the Board of
Directors and major shareholder, Jun Dong, has been detained and "is under custody of
the relevant PRC government authority."  Please tell us and revise to significantly expand
your disclosures related to this matter.  At a minimum, your disclosures should include the
following:
•the reasons for Mr. Dong's detainment by PRC authorities;
•the dates of such detainment including whether he remains detained;
•any further actions taken, or proposed, by the PRC authorities relating to Mr. Dong
and/or the company; and
•any known financial impact, or potential financial impact, on the company resulting
from Mr. Jun Dong's detainment
Also, describe in reasonable detail, Mr. Dong's involvement in the operations of the
business in his capacity as Chairman and significant shareholder.  Explain how Mr.
Dong has been able to fulfill his role and responsibilities as Chairman during his
detainment and explain how your operations have continued to be "conducted in the
ordinary course" during his detainment.
Item 19. Exhibits, page 188
5.Please revise to file the Exclusive Business Cooperation Agreement between Pintec
(Beijing) Technology Co. Ltd and Beijing Xinshun Dingye Technology Co. Ltd.  Refer to
paragraph 4 to Instructions as to Exhibits to Form 20-F.

 FirstName LastNameZexiong Huang
 Comapany NamePintec Technology Holdings Ltd
 June 14, 2023 Page 3
 FirstName LastName
Zexiong Huang
Pintec Technology Holdings Ltd
June 14, 2023
Page 3
Note 2. Summary of significant accounting policies
(g) Cash and cash equivalents, page F-13
6.Please provide us with a detailed breakdown of the items included in your total cash and
cash equivalents and ensure that at a minimum, you separately provide the amounts held
in cash, time deposits and any other type of deposit (e.g. money market funds).
Technical service fees , page F-20
7.We note that you consider the online credit assessment, referral control service, risk
control service and post-lending management services are not distinct and, therefore, you
concluded that these services are one performance obligation.  Please describe for us each
of these services and explain how you determined that such services are not distinct.
Also, tell us the service period for such arrangements and revise to disclose how you
measure progress toward completion for the performance obligation.  Refer to ASC 606-
10-25-19 through 21 and 50-18.
            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 David Edgar, Senior Staff Accountant, at (202) 551-3459 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
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October 22, 2018

VIA EDGAR

Ms. Jan Woo, Legal Branch Chief

Mr. David Edgar, Staff Accountant

Ms. Christine Dietz, Assistant Chief Accountant

Mr. Bernard Nolan, Attorney-Advisor

Ms. Barbara C. Jacobs, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

U. S. A.

Re:                             Pintec Technology Holdings Limited (CIK No. 0001716338)

Registration Statement on Form F-1 (File No. 333-226188)

Registration Statement on Form 8-A (File No. 001-38712)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Pintec Technology Holdings Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the Registration Statement become effective at, 5:00 p.m., Eastern Time on October 24, 2018, 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 Class A 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. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

Pintec Technology   Holdings Limited

By:

/s/ Wei Wei

Name:

Wei Wei

Title:

Chief Executive   Officer and Director

[Signature Page to Issuer Acceleration Request]

CORRESP
1
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Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

U.S.A.

and

Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013

U.S.A.

As Representatives of the prospective underwriters

VIA EDGAR

October 22, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ms. Jan   Woo, Legal Branch Chief

Mr. David   Edgar, Staff Accountant

Ms. Christine   Dietz, Assistant Chief Accountant

Mr. Bernard   Nolan, Attorney-Adviser

Ms. Barbara   C. Jacobs, Assistant Director

Re:

Pintec Technology   Holdings Limited (the “Company”)

Registration   Statement on Form F-1, as amended (Registration No. 333-226188)

Registration   Statement on Form 8-A (Registration No. 001-38712)

Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 5:00 p.m., Eastern Time on October 24, 2018, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between October 19, 2018 and the date hereof, copies of the Company’s Preliminary Prospectus dated October 19, 2018 were

distributed as follows: approximately 140 copies to prospective underwriters, institutional investors, dealers and others.

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

2

Very   truly yours,

Goldman   Sachs (Asia) L.L.C.

Deutsche   Bank Securities Inc.

Citigroup   Global Markets Inc.

As   representatives of the prospective underwriters

GOLDMAN   SACHS (ASIA) L.L.C.

By:

/s/   Pol de Win

Name:

Pol   de Win

Title:

Managing   Director

[Signature Page to Acceleration Request Letter]

DEUTSCHE BANK SECURITIES INC.

By:

/s/   Benjamin Darsney

Name:

Benjamin   Darsney

Title:

Director

By:

/s/   Stephen Lambrix

Name:

Stephen   Lambrix

Title:

Director

[Signature Page to Acceleration Request Letter]

CITIGROUP   GLOBAL MARKETS INC.

By:

/s/   Bruce Wu

Name:

Bruce   Wu

Title:

Managing   Director

[Signature Page to Acceleration Request Letter]

CORRESP
1
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SKADDEN, ARPS, SLATE, MEAGHER & FLOM

世達國際律師事務所

AFFILIATE OFFICES

PARTNERS

42/F, EDINBURGH TOWER, THE LANDMARK

CHRISTOPHER W. BETTS

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

WILL H. CAI ^

CHICAGO

GEOFFREY CHAN *

TEL: (852) 3740-4700

HOUSTON

ANDREW L. FOSTER *

FAX: (852) 3740-4727

LOS ANGELES

BRADLEY A. KLEIN ˜

www.skadden.com

NEW YORK

CHI T. STEVE KWOK *

PALO ALTO

EDWARD H.P. LAM ¨*

WASHINGTON, D.C.

HAIPING LI *

WILMINGTON

RORY MCALPINE ¨

CLIVE W. ROUGH ¨

BEIJING

JONATHAN B. STONE *

BRUSSELS

FRANKFURT

^ (ALSO ADMITTED IN CALIFORNIA)

LONDON

MOSCOW

¨ (ALSO ADMITTED IN ENGLAND & WALES)

MUNICH

˜ (ALSO ADMITTED IN ILLINOIS)

PARIS

* (ALSO ADMITTED IN NEW YORK)

SÃO PAULO

SEOUL

SHANGHAI

REGISTERED FOREIGN LAWYER

SINGAPORE

Z. JULIE GAO (CALIFORNIA)

October 19, 2018

TOKYO

TORONTO

VIA EDGAR

Jan Woo, Legal Branch Chief

David Edgar, Staff Accountant

Christine Dietz, Assistant Chief Accountant

Bernard Nolan, Attorney-Adviser

Barbara C. Jacobs, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Pintec Technology Holdings   Limited

Amendment No. 1 to   Registration Statement on Form F-1 (Registration No. 333-226188)

Response to Comment Letter   Dated October 17, 2018

Dear Ms. Woo, Mr. Edgar, Ms. Dietz, Mr. Nolan and Ms. Jacobs:

On behalf of our client, Pintec Technology Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated October 17, 2018. Concurrently with the submission of this letter, the Company is filing amendment no. 2 to registration statement on Form F-1 (the “Registration Statement”) via EDGAR to the Commission for public review.

To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on October 10, 2018.

Concurrently with the filing of the Registration Statement, the Company is hereby setting forth the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company respectfully advises the Staff that it plans to file a final prospectus to the Registration Statement containing final offering size and price on or about October 24, 2018. The Company would appreciate the Staff’s continued assistance and support to the Company in meeting the proposed timetable for the offering.

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

Critical Accounting Policies, Judgments and Estimates

Share-based compensation expenses, page 102

1.                                      Revise to include a discussion of the methods used to determine the fair value of the underlying Pintec ordinary shares and the nature of the material assumptions involved. We refer you to your response letter dated July 16, 2018 where you indicated that you would provide this disclosure.

In response to the Staff’s comment, the Company has revised the disclosure on pages 111 and 112 of the Revised Draft Registration Statement.

Description of American Depositary Shares, page 189

2.                                      We note the deposit agreement that has been filed as Exhibit 4.3 to the registration statement provides for the irrevocable waiver of any right to a trial by jury in any claim against you. In this section of the prospectus and a risk factor, please describe how this provision impacts the rights of your ADS holders, and highlight its irrevocability. As part of your response, please also (i) clarify whether this provision applies to claims under the U.S. federal securities laws, and if so, disclose that your ADS holders will not be deemed to have waived your compliance with such laws and the rules and regulations thereunder; and (ii) specifically describe the basis for your belief that it is enforceable under federal law and the law of the State of New York.

The Company respectfully advises the Staff that the “Jury Trial Waiver” provision in the deposit agreement applies to claims under the U.S. federal securities laws to the extent permitted by law. If the Company or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To the Company’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, the Company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. The Company believes that this is the case with respect to the deposit agreement and the ADSs.

2

In response to the Staff’s comment, the Company has included additional disclosure on page 206 of the Registration Statement and a risk factor on page 69 of the Registration Statement regarding the impact of the “Jury Trial Waiver” clause in the deposit agreement on the rights of ADS holders. The disclosure addresses potential enforceability issues and clarifies that by agreeing to the “Jury Trial Waiver” provision, ADS holders will not be deemed to have waived the Company’s or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 18. Share based compensation expenses, page F-105

3.                                      Revise page F-109 to disclose the amount of share-based compensation expense that will be recognized at the completion of the IPO for the options with the performance condition.

In response to the Staff’s comment, the Company has revised the disclosure on pages 28, 111 and F-109 of the Revised Draft Registration Statement.

4.                                      Please revise here and in the critical accounting policy beginning on page 102 to provide a rollforward for the Pintec option activity. Also, revise your disclosures in the critical accounting policy section to discuss the May 2018 grant.

In response to the Staff’s comment, the Company has revised the disclosure on pages 110, 111 and  F-109 of the Revised Draft Registration Statement.

*                                         *                                         *

3

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or by e-mail at julie.gao@skadden.com, or Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or by email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures

cc:                                Wei Wei, Chief Executive Officer, Pintec Technology Holdings Limited

Steven Yuan Ning Sim, Chief Financial Officer, Pintec Technology Holdings Limited

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Chris K.H. Lin, Esq., Simpson Thacher & Bartlett LLP

4

Mail Stop 3040
October 17 , 2018

Wei Wei
Chief Executive Officer
Pintec Technology Holdings Limited
216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People’s Republic of China

Re: Pintec Technology Holdings Limited
Amendment No. 1 to Registration Statement on Form F -1
Filed October 10 , 2018
  File No. 333 -226188

Dear Mr. Wei :

We have reviewed your amended 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 amending your registration statement and providing the
requested informati on.  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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comm ents are to comments in our July 26 , 2018 letter.

Management’s Discussion and Analysis of Financial Conditio n and Results of Operations

Critical Accounting Policies, Judgments and Estimates

Share -based compensation expenses, page 102

1. Revise to include a discussion of the methods used to determine the fair value of the
underlying Pintec ordinary shares and the nature of the material assumptions involved.
We refer you to your response letter dated July 16, 2018 where you indicated that you
would provide this disclosure.

Wei Wei
Pintec Technology Holdings Limited
October 17 , 2018
Page 2

 Description of American Depositary Shares, page 189

2. We note the deposit agreement that has been filed as Exhibit 4.3 to the registration
statement provides for the irrevocable waiver of any right to a trial by jury in any claim
against you.  In this section of the prospectus and a risk factor, please describe how this
provision impacts the rights of your ADS holders, and highlight its irrevocability.  As
part of your response, please also (i) clarify whether this provision applies to claims
under the U.S. federal securities laws, and if so, disclose that your ADS holders will not
be deem ed to have waived your compliance with such laws and the rules and regulations
thereunder; and (ii) specifically describe the basis for your belief that it is enforceable
under federal law and the law of the State of New York.

Notes to Unaudited  Condensed  Consolidated Financial Statements

Note 18. Share based compensation expenses , page F -105

3. Revise page F -109 to disclose the amount of share -based compensation expense that will
be recognized at the completion of the IPO for the options with the perfor mance
condition.

4. Please revise here and in the critical accounting policy  beginning on page 102 to provide
a rollforward for the Pintec option activity.  Also, revise your disclosures in the critical
accounting policy  section to discuss  the May 2018 gr ant.

You may contact David Edgar, Staff Accountant,  at (202) 551 -3459 or Christine Dietz,
Assistant Chief Accountant,  at (202) 551 -3408 if you have questions regarding comments on the
financial statements and related matters.  Please contact Bernard Nolan, Attorney -Adviser,  at
(202) 551 -6515 or, in his absence, me  at (202) 551 -3453 with any other questions.   If you require
furthe r assistance, you may contact Barbara C. Jacobs, Assistant Director,  at (202) 551 -3735.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

世達國際律師事務所

AFFILIATE OFFICES

PARTNERS

42/F, EDINBURGH TOWER, THE LANDMARK

CHRISTOPHER W. BETTS

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

WILL H. CAI ^

CHICAGO

GEOFFREY CHAN *

TEL: (852) 3740-4700

HOUSTON

ANDREW L. FOSTER *

FAX: (852) 3740-4727

LOS ANGELES

BRADLEY A. KLEIN ˜

www.skadden.com

NEW YORK

CHI T. STEVE KWOK *

PALO ALTO

EDWARD H.P. LAM ¨*

WASHINGTON, D.C.

HAIPING LI *

WILMINGTON

RORY MCALPINE ¨

CLIVE W. ROUGH ¨

BEIJING

JONATHAN B. STONE *

BRUSSELS

FRANKFURT

 ^ (ALSO   ADMITTED IN CALIFORNIA)

LONDON

MOSCOW

¨ (ALSO ADMITTED IN ENGLAND & WALES)

MUNICH

˜ (ALSO ADMITTED IN ILLINOIS)

PARIS

* (ALSO ADMITTED IN NEW YORK)

SÃO PAULO

SEOUL

SHANGHAI

REGISTERED FOREIGN LAWYER

SINGAPORE

Z. JULIE GAO (CALIFORNIA)

October 10, 2018

TOKYO

TORONTO

VIA EDGAR

Jan Woo, Legal Branch Chief

David Edgar, Staff Accountant

Christine Dietz, Assistant Chief Accountant

Bernard Nolan, Attorney-Adviser

Barbara C. Jacobs, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Pintec Technology Holdings Limited

Registration Statement on Form F-1   (Registration No. 333-226188)

Response to Comment Letter Dated July 26,   2018

Dear Ms. Woo, Mr. Edgar, Ms. Dietz, Mr. Nolan and Ms. Jacobs:

On behalf of our client, Pintec Technology Holdings Limited, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated July 26, 2018. Concurrently with the submission of this letter, the Company is filing amendment no. 1 to registration statement on Form F-1 (the “Registration Statement”) via EDGAR to the Commission for public review.

To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on July 16, 2018.

Concurrently with the filing of the Registration Statement, the Company is hereby setting forth the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

The Company respectfully advises the Staff that it plans to file an amendment to the Registration Statement containing the estimated offering size and price range on or about October 18, 2018, and commence the road show for the proposed offering immediately thereafter. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

General

1.                                      You state on the cover page that your three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, will beneficially own all your issued Class B ordinary shares immediately prior to the completion of this offering. However, footnotes 9 through 13 to the beneficial ownership table on pages 165 and 166 indicate that certain preferred shares held by investors other than your core founders will be redesignated as Class B ordinary shares immediately prior to the completion of the offering. Please advise.

The Company confirms that only the three core founders, Mr. Wei Wei, Mr. Jun Dong and Ms. Xiaomei Peng, will hold Class B ordinary shares of the Company immediately prior to the completion of the offering (as well as immediately after it), and footnotes 9 through 13 on pages 172 and 173 of the Registration Statement have been revised to delete the references to Class B ordinary shares.

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

Critical Accounting Policies, Judgments and Estimates

Share-based compensation expenses, page 98

2.                                      We note your response to prior comment 1. Please explain to us, in greater detail, your accounting for the options issued in connection with the Reorganization and how this accounting complies with ASC 718-20-35-6. In this regard, your response to prior comment 3 implies that you did not determine the fair value of the underlying Pintec shares during this period. If this is the case, then it is unclear to us how you could determine the fair value of the modified award without this information. We refer you to ASC 718-20-35-3.

2

The Company respectfully advises the Staff that the management acknowledged that in accordance with the guidance of ASC 718-20-35-6, exchanges of share options or other equity instruments or changes to their terms in conjunction with an equity restructuring (i.e. the Reorganization) are modifications of the share options and that the accounting for a modification in conjunction with an equity restructuring requires a comparison of the fair value of the modified awards with the fair value of the original award immediately before the modification in accordance with paragraph 718-20-35-3.

The Company respectfully further clarifies to the Staff that the fair value of the options of the Company and of Jimu Parent immediately after the Reorganization completion on March 27, 2018,and the fair value of the options of Jimu Parent immediately before the Reorganization completion on the same date, have been determined to account for the modification of the share options in relation to the equity restructuring. The Company engaged an independent valuation firm to assist the management in valuing the options before and after the modification. It was determined that the fair value before and after the modification is basically the same (only less than 0.5% difference in fair value). This is because the original Jimu Parent option provides for an adjustment as a result of the equity restructuring (i.e. the anti-dilution provision) and the modification is designed to equalize the fair value of the options before and after the equity restructuring.

In connection with the equity restructuring and as a result of the related modification, the employees of the Company not only receive the options issued by the Company but also retain the options issued by Jimu Parent; on the other hand, the employees of Jimu Parent retain not only the options issued by Jimu Parent, but also receive options issued by the Company.

While not specifically addressed in ASC 718, the management looked for other guidance to account for the awards subsequent to the modification in relation to equity restructuring. The Company referred to the below guidance provided in a public board meeting of FASB for the accounting (see the minutes of the September 1, 2004, FASB Board Meeting): “In connection with a spinoff transaction and as a result of the related modification, employees of the former parent may receive nonvested equity instruments of the former subsidiary, or employees of the former subsidiary may retain nonvested equity instruments of the former parent. The Board decided that, based on the current accounting model for spinoff transactions, the former parent and former subsidiary should recognize compensation cost related to the nonvested modified awards for those employees that provide service to each respective entity. For example, if an employee of the former subsidiary retains nonvested equity instruments of the former parent, the former subsidiary would recognize in its financial statements the remaining unrecognized compensation cost pertaining to those instruments. In those cases, the former parent would recognize no compensation cost related to its nonvested equity instruments held by those former employees that subsequent to the spinoff provide services solely to the former subsidiary.”

3

Based on the above guidance, the Company determined to recognize share based compensation expense in its consolidated financial statements the remaining unrecognized compensation cost pertaining to those unvested options of Jimu Parent which are retained by the employees of the Company, in addition to the unvested options issued by the Company to its employees in connection with the equity restructuring. Incremental fair value, if any, for unvested awards would be recognized prospectively in the consolidated financial statements of the Company in accordance with 718-20-55-104. Because there is no incremental fair value, no additional compensation cost would be recognized.

Description of Share Capital, page 169

3.                                      You state that each Class B ordinary share entitles the holder to fifteen votes on all matters subject to vote at your general meetings, subject to “certain conditions.” Please disclose the material conditions, limitations or exceptions that apply to the voting rights.

In response to the Staff’s comment, the Company confirms that the only material conditions, limitations or exceptions that apply to the voting rights of the Class B ordinary shares are the conditions that reduce the number of votes per Class B ordinary share from fifteen to one. The Company has deleted the words “subject to certain conditions” and added disclosure on those conditions on page 177 of the Registration Statement.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 25. Subsequent events, page F-116

4.                                      Please revise to disclose the expected financial statement impact of the May 2018 option grant, if material.

The Company respectfully advises the Staff that the fair value of the Company’s options was estimated to be $1.2785 per option granted on May 31, 2018. In response to the Staff’s comment, the Company has revised the Note 18 Share based compensation expenses footnote on page F-109 of the Registration Statement to disclose additional details of the options granted on May 31, 2018 and the subsequent financial implications.

4

Comment from June 27, 2018

5.                                      Please tell us whether Pintec has granted any share-based compensation awards in 2018. If so, as previously requested, please provide us with the details of these  grants including the date of grant, the number of options or equity instruments granted or issued, the exercise price and the fair value of underlying ordinary shares. Please provide updates through the date of effectiveness.

In response to the Staff’s request for updates through the date of effectiveness, the Company respectfully advises the Staff that, on July 31, 2018, the Company granted 2,300,000 options with an exercise price of $0.000125. The fair value of the underlying ordinary shares was determined to be $1.2785 per share.

*                                         *                                         *

5

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or by e-mail at julie.gao@skadden.com, or Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or by email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures

cc:                                Wei Wei, Chief Executive Officer, Pintec Technology Holdings Limited

Steven Yuan Ning Sim, Chief Financial Officer, Pintec Technology Holdings Limited

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Chris K.H. Lin, Esq., Simpson Thacher & Bartlett LLP

6

Mail Stop 4561
July 26, 2018

Wei Wei
Chief Executive Officer
Pintec Technology Holdings Limited
216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People’s Republic of China

Re: Pintec Technology Holdings Limited
Registration Statement on Form F -1
Filed July 16, 2018
  File No. 333 -226188

Dear Mr. Wei :

We have reviewed your 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 amending your registration statement and providing the
requested information .  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 any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless we note
otherwise, our references to prior comments are to comments in our June 27, 2018 letter.

General
1. You state on the cover page that your three core founders, Mr. Wei Wei, Mr. Jun Dong
and Ms.  Xiaomei Pen g, will beneficially own all your issued Class B ordinary shares
immediately prior to the completion o f this offering.  However, footnotes 9 through 13 to
the ben eficial ownership table on page s 165 and 166  indicate that certain preferred shares
held by in vestors other than your core founders will be redesignated as Class B ordinary
shares immediately prior to the completion of the offering.  Please advise.

Wei Wei
Pintec Technology Holdings Limited
July 26, 2018
Page 2

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

Critical Ac counting Policies, Judgments and Estimates

Share -based compensation expenses, page 98

2. We note your response to prior comment 1.  Please explain to us, in greater detail, your
accounting for the options issued in connection with the Reorganization and how this
accounting complies with ASC 718 -20-35-6.  In this regard, your response to prior
comment 3 implies that you did not determine the fair value of the underlying Pintec
shares during this period.  If this is the case, then it is unclear to us how you could
determine the fair value of the modified award without this information.  We refer you to
ASC 718 -20-35-3.

Description of Share Capital , page 169

3. You state that each Class B ordinary share entitles the holder to fifteen votes on all
matters subject to vote at your general meetings, subject to “certain conditions.”  Please
disclos e the material conditions, limitations or exceptions that apply to the voting rights.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 25.  Subsequent events, page F -116

4. Please revise to disclose the expected financial statement impact  of the May 2018 option
grant, if material .

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.

You may contact David Edgar, Staff Accountant,  at (202) 551 -3459 or Christine Dietz,
Assistant Chief Accountant,  at (202) 551 -3408 if you have questions regarding comments on the
financial statements and related matters.  Please contact Bernard Nolan, Attorney -Adviser,  at
(202) 551 -6515 or, in his absence, Jan Woo , Legal Branch Chief, at (202) 551 -3453 with any
other questions.   If you require further assistance, you may contact me at (202) 551 -3735.

Wei Wei
Pintec Technology Holdings Limited
July 26, 2018
Page 3

 Sincerely,

 /s/ Barbara C. Jacobs for

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS
   CHRISTOPHER W. BETTS
   WILL H. CAI ^
   GEOFFREY CHAN *
   ANDREW L. FOSTER *
   CHI T. STEVE KWOK *
   EDWARD H.P. LAM ¨*
   HAIPING LI *
   RORY MCALPINE ¨
   CLIVE W. ROUGH ¨
   JONATHAN B. STONE *

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD   CENTRAL, HONG KONG

TEL: (852)   3740-4700
   FAX: (852) 3740-4727
   www.skadden.com

AFFILIATE   OFFICES

BOSTON
   CHICAGO
   HOUSTON
   LOS ANGELES
   NEW YORK
   PALO ALTO
   WASHINGTON, D.C.
   WILMINGTON

BEIJING

^ (ALSO ADMITTED IN   CALIFORNIA)
    ¨ (ALSO ADMITTED IN ENGLAND & WALES)
    *   (ALSO ADMITTED IN NEW YORK)

    REGISTERED FOREIGN LAWYERS
   Z. JULIE GAO (CALIFORNIA)
   BRADLEY A. KLEIN (ILLINOIS)

BRUSSELS
   FRANKFURT
   LONDON
   MOSCOW
   MUNICH
   PARIS
   SÃO PAULO
   SEOUL
   SHANGHAI
   SINGAPORE
   TOKYO
   TORONTO

July 16, 2018

VIA EDGAR

Jan Woo, Legal Branch Chief

David Edgar, Staff Accountant

Christine Dietz, Assistant Chief Accountant

Bernard Nolan, Attorney-Adviser

Barbara C. Jacobs, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Pintec Technology Holdings Limited
 Registration Statement on Form F-1
 CIK No. 0001716338

Dear Ms. Woo, Mr. Edgar, Ms. Dietz, Mr. Nolan and Ms. Jacobs:

On behalf of our client, Pintec Technology Holdings Limited, 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”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement confidentially submitted to the Commission on June 19, 2018.

Concurrently with the filing of the Registration Statement, the Company is hereby setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated June 27, 2018. The Staff’s comments are  repeated below in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

In accordance with the Jumpstart Our Business Startups Act and the Fixing America’s Surface Transportation Act, the Company is, concurrently with the Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the Staff’s non-public review, and plans to file an amendment to the Registration Statement containing the estimated price range and offering size and launch the road show no earlier than 15 days after the date hereof. The Company would appreciate the Staff’s prompt review of this filing to allow the Company to meet its timeline.

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

Critical Accounting Policies, Judgments and Estimates

Share-based compensation expenses, page 94

1.                                      You disclose that options were issued in connection with the Reorganization that were not treated as newly granted for accounting purposes. Please provide us with the details of these options including the number issued, the significant terms and the underlying fair value of the Pintec ordinary shares used to value the options. Also, tell us how you accounted for these options and refer to the authoritative guidance you relied upon.

The Company respectfully advises the Staff that, as part of the reorganization procedures, 23,187,818 options to purchase the underlying Pintec ordinary shares were issued by Pintec in December 2017, excluding awards that were forfeited, under the Company’s first share incentive plan (the “First Plan”), which mirrored the number and vesting terms of the options originally granted by Jimu Group historically. The issuance of these Pintec options was required by the original terms of the options granted by Jimu Group which states that an “equitable” adjustment is required to compensate the grantees due to any equity restructuring event including any stock split, merger, spin off or other reorganization.

The significant terms of the options granted to the employees of the Pintec businesses to purchase Pintec ordinary shares include:

·                  Exercise price: US$ 0.000125 per share.

·                  Vesting condition: The options shall become vested as to 25% of the total number of ordinary shares subject to first anniversary of the vesting commencement date. Within 3 years thereafter, the remaining 75% of the total number of ordinary shares subject to options become vested at the end of each 3-month period. The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the option.

2

·                  Vesting commencement date: Since Pintec Group was established based on certain business spin-off and equity restructuring, and in order to make sure that there are no substantial changes to the commercial terms of the Pintec options comparing to the original Jimu Group options, this vesting commencement date for the grantees is a “deemed” commencement date specifically designed based on the previous Jimu Group options (“Jimu original awards”) in place prior to the spin-off and equity restructuring.

Prior to the reorganization completion, Jimu Group granted the eligible employees of Pintec (and also the eligible employees of Jimu) the options to purchase the underlying ordinary shares of Jimu Parent,. The options granted were subject to a service condition of four years and were treated as grant of equity awards. The Company wants to clarify that the share based compensation expenses recognized in the Pintec financial statements for the year ended December 31, 2016 and 2017 and for the first three months ended March 31, 2018 were “pushed-down” from Jimu Group in accordance with SAB Topic 1.B - Allocation of Expenses and Related Disclosure in Financial Statements Of Subsidiaries, Divisions Or Lesser Business Components Of Another Entity and ASC 718-10-15-4. The determination of the amount of the share based compensation expenses recognized by Pintec prior to the reorganization completion was primarily based on (i) the fair value of the Jimu Parent’s ordinary shares on the respective grant dates, which included the equity value attributable to the Pintec Business, (ii) the number of awards granted to employees of Pintec, and (iii) the vesting terms of these grants.

In connection with the reorganization and as a result of the anti-dilution provision in the plan and agreement of the Jimu original awards, Pintec issued options to purchase the underlying ordinary shares of Pintec which mirrored the number and vesting terms of the options originally granted by Jimu Group, in order to keep the employees in an equitable economic position after the equity restructuring.

As these options were issued to make equitable adjustment to the grantees of options of Jimu Parent in connection with the reorganization and was not issued to give discretionary awards additionally, and the fact that the effectiveness of these options issued by Pintec was contingent to the reorganization completion, the accounting for the issuance of such options was therefore not reflected in Pintec financial statements for the year ended December 31, 2017 but in the period after the reorganization completion in accordance with ASC 718-20-35-6.

3

2.                                      Please tell us whether Pintec has granted any share-based compensation awards in 2018. If so, as previously requested, please provide us with the details of these  grants including the date of grant, the number of options or equity instruments granted or issued, the exercise price and the fair value of underlying ordinary shares. Please provide updates through the date of effectiveness.

The Company respectfully advises the Staff that, as of the date of this response letter, in addition to the options issued in connection with the restructuring and the anti-dilution provision as discussed in comment 1, the Company granted 16,397,500 and 2,405,000 new share options to (i) the eligible employees and directors of Pintec and (ii) employees of Jimu Parent, respectively on May 31, 2018 to purchase the underlying ordinary shares of the Company under the Company’s second share incentive plan (the “Second Plan”), which was adopted subsequent to the reorganization completion.

In relation to these new grants, the Company has revised the subsequent event disclosures on page F-116 accordingly. The Company is currently still in the process of determining the underlying fair value of the shares of the Company to determine the fair value of the options granted on May 31, 2018 and will provide the information to the Staff when it is available. The Company will also update the Registration Statement to disclose the details of new grants, if any, subsequent to this response letter through the date of effectiveness.

3.                                      Please revise to include a discussion of the methods used to determine the fair value of the underlying Pintec ordinary shares and the nature of the material assumptions involved.

In response to the Staff’s comment, the Company wants to further clarify that the share based compensation recognized in the combined financial statements for the year ended December 31, 2016 and 2017 and for the first three months ended March 31, 2018 were “pushed-down” from Jimu Group in accordance with SAB Topic 1.B - Allocation of Expenses and Related Disclosure in Financial Statements Of Subsidiaries, Divisions Or Lesser Business Components Of Another Entity and ASC 718-10-15-4. The determination of the amount of the share based compensation of Jimu Parent allocated to Pintec was primarily based on the fair value of the Jimu Parent’s ordinary shares on the respective grant dates, the number of awards granted to the employees of Pintec, and the vesting terms of the grants. The discussion of the methods used to determine the fair value of the underlying Jimu Parent’s ordinary shares and the nature of the material assumptions involved were already disclosed on pages 96 through 97 and pages F-51 through F-52 of the Registration Statement.

As explained in our responses to comment 1, because the options issued in December 2017 were in connection with the reorganization but they were not treated as newly granted for accounting purposes, the Company has not determined the fair value of the Pintec ordinary shares to recognize any share based  compensation cost or expenses in relation to the options issued by Pintec in December 2017 in the period before the reorganization completion in March 2018.

4

With respect to the new grants mentioned in our responses to comment 2, the Company will provide  updated disclosures in the Registration Statement to discuss the methods used to determine the fair value of the underlying Pintec ordinary shares and the nature of the material assumptions involved for fair value of the new options granted on May 31, 2018.

Liquidity and Capital Resources, page 104

4.                                      You disclose that you borrowed RMB564 million from an individual pursuant to a one-year unsecured general loan in January 2018. Please identify the lender and file the loan agreement as an exhibit to the registration statement. Refer to Item 10.C of Form 20-F and Item 601(b)(10) of Regulation S-K. Clarify whether the proceeds from this offering will be used to repay this indebtedness.

In response to the Staff’s comment, the Company has revised page 105 of the Registration Statement to disclose the identity of the lender and has filed the loan agreement as exhibit 10.30.

Item 7. Recent Sales of Unregistered Securities, page II-1

5.                                      Your response to prior comment 12 indicates that the shares issued in 2017 were those of Pintec; however, you also indicate that these shares were not reflected in the financial statements until after the reorganization. Please explain your basis for not including these share issuances in your 2017 financial statements and refer to any authoritative guidance you relied upon.

The Company respectfully advises the staff that the Cayman Island holding company of the Pintec Group (i.e. Pintec Technology Holding Limited) being the parent company of the subsidiaries and the VIEs of Pintec Group in China was contingent to the reorganization completion. As the reorganization of the Group was only completed in March 2018, the financial statements of the Group for the year ended December 31, 2017 were still prepared for the predecessor, i.e. the Pintec business on a combined basis in accordance with ASC 810-10-55-1B.

Accordingly, the Company did not reflect the share issuance in the 2017 financial statements but reflected those share issuance in the 2018 Q1 interim financial statements upon the reorganization completion in March 2018.

6.                                      We note that you began to securitize a significant proportion of your financial receivables through public and private asset-backed securities in 2017. Please disclose information regarding these issuances pursuant to Item 701 of Regulation S-K.

5

The Company respectfully advises the Staff that the Company is not the issuer of the public and private asset-backed securities through which the Company has securitized a significant proportion of its financial receivables. These securities are issued by special purpose vehicles (referred to as “securitization vehicles” in the Company’s financial statements in the Registration Statement) that are consolidated in the Company’s financial statements as variable interest entities. Please see for example page F-45 of the Registration Statement, which states: “The Group securitizes its financing receivables through the transfer of those assets to securitization vehicles which then issue debt securities to third-party investors.” The Company respectfully submits that these securities are therefore not “securities of the registrant” within the meaning of Item 701 of Regulation S-K.

*                                         *                                         *

6

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or by e-mail at julie.gao@skadden.com, or Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or by email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures

cc:                                Wei Wei, Chief Executive Officer, Pintec Technology Holdings Limited

Steven Yuan Ning Sim, Chief Financial Officer, Pintec Technology Holdings Limited

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Chris K.H. Lin, Esq., Simpson Thacher & Bartlett LLP

7

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH TOWER, THE LANDMARK

WILL H. CAI ^

15 QUEEN’S ROAD CENTRAL, HONG KONG

BOSTON

GEOFFREY CHAN *

CHICAGO

ANDREW L. FOSTER *

TEL: (852) 3740-4700

HOUSTON

CHI T. STEVE KWOK *

FAX: (852) 3740-4727

LOS ANGELES

EDWARD H.P. LAM ¨*

www.skadden.com

NEW YORK

HAIPING LI *

PALO ALTO

RORY MCALPINE ¨

WASHINGTON, D.C.

CLIVE W. ROUGH ¨

WILMINGTON

JONATHAN B. STONE *

BEIJING

^ (ALSO ADMITTED IN CALIFORNIA)

BRUSSELS

¨ (ALSO ADMITTED IN ENGLAND & WALES)

FRANKFURT

* (ALSO ADMITTED IN NEW YORK)

LONDON

MOSCOW

REGISTERED FOREIGN LAWYERS

MUNICH

Z. JULIE GAO (CALIFORNIA)

PARIS

BRADLEY A. KLEIN (ILLINOIS)

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

July 16, 2018

TOKYO

TORONTO

VIA EDGAR

Jan Woo, Legal Branch Chief

David Edgar, Staff Accountant

Christine Dietz, Assistant Chief Accountant

Bernard Nolan, Attorney-Adviser

Barbara C. Jacobs, Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Pintec Technology Holdings Limited
 Registration Statement on Form F-1
 CIK No. 0001716338

Dear Ms. Woo, Mr. Edgar, Ms. Dietz, Mr. Nolan and Ms. Jacobs:

On behalf of our client, Pintec Technology Holdings Limited, 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”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

To facilitate your review, we have separately delivered to you today five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement confidentially submitted on June 19, 2018. However, please note that we have left the entire section entitled “Description of American Depositary Shares” unmarked for ease of reading, even though the entire section has been replaced with a different draft since the revised draft registration statement confidentially submitted on June 19, 2018.

In accordance with the Jumpstart Our Business Startups Act, as amended, the Company plans to file an amendment to the Registration Statement containing the

estimated price range and offering size and launch the road show no earlier than 15 days after the date hereof.

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or by e-mail at julie.gao@skadden.com, or Geoffrey Wang, the audit engagement partner at PricewaterhouseCoopers Zhong Tian LLP, by telephone at +86 10-6533-2928 or by email at geoffrey.wang@cn.pwc.com. PricewaterhouseCoopers Zhong Tian LLP is the independent registered public accounting firm of the Company.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures

cc:                                Wei Wei, Chief Executive Officer, Pintec Technology Holdings Limited

Steven Yuan Ning Sim, Chief Financial Officer, Pintec Technology Holdings Limited

Geoffrey Wang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Chris K.H. Lin, Esq., Simpson Thacher & Bartlett LLP

2

Mail Stop 4561
June 27 , 2018

Wei Wei
Chief Executive Officer
Pintec Technology Holdings Limited
216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People’s Republic of China

Re: Pintec Technology Holdings Limited
Amendment No. 3  to Draft Registration Statement on Form F -1
Submitted June 19 , 2018
  CIK No. 000171 6338

Dear Mr. Wei:

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 sta tement 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.   Unless we note otherwise, our references to prior comments are to com ments in our
May 31 , 2018 letter.

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

Critical Accounting Policies, Judgments and Estimates

Share -based compensation expenses, page 94

1. You disclose that options were issued in connection with the Reorganization that were
not treated as newl y granted for accounting purposes.  Please provide us with the details
of these options including the number issued, the significant terms and the underlying fair

Wei Wei
Pintec Technology Holdings Limited
June 27 , 2018
Page 2

 value of the Pintec ordinary shares used to value the options.  Also, tell us how you
account ed for these options and refer to the authoritative guidance you relied upon.

2. Please tell us whether Pintec has granted any share -based compensation awards in 2018 .
If so, as previously requested, please provide us with the details of these grants i ncluding
the date of grant, the number of options or equity instruments granted or issued, the
exercise price and the fair value of underlying ordinary shares.  Please provide updates
through the date of effectiveness.

3. Please revise to include a discussion of the methods used to determine the fair value of
the underlying Pintec ordinary shares and the nature of the material assumptions
involved.

Liquidity and Capital Resources, page 104

4. You disclose that you borro wed RMB564 million from an individual pursuant to a one -
year unsecured general loan in January 2018.  Please identify the lender and file the loan
agreement as an exhibit to the registration statement.  Refer to Item 10.C of Form 20 -F
and Item 601(b)(10) o f Regulation S -K.  Clarify whether the proceeds from this offering
will be used to repay this indebtedness.

Item 7.   Recent Sales of Unregistered Securities, page II -1

5. Your response to prior comment 12 indicates that the shares issued in 2017 were th ose of
Pintec; however, you also indicate that these shares were not reflected in the financial
statements until after the reorganization.  Please explain your basis for not including these
share issuances in your 2017 financial statements and refer to any  authoritative guidance
you relied upon.

6. We note that you began to securitize a significant proportion of your financial receivables
through public and private asset -backed securities in 2017.  Please disclose information
regarding these issuances pursuant to Item 701 of Regulation S -K.

You may contact David Edgar, Staff Accountant , at (202) 551 -3459  or Christine Dietz,
Assistant Chief Accountant,  at (202) 551 -3408  if you have questions regarding comments on the
financial statements and related ma tters.  Please contact Bernard Nolan, Attorney -Adviser,  at
(202) 551 -6515  or, in his absence, me at (202) 551 -3453  with any other questions.   If you require
further a ssistance, you may contact Barbara C. Jacobs, Assistant Director, at  (202) 551 -3735.

Wei Wei
Pintec Technology Holdings Limited
June 27 , 2018
Page 3

 Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561
May 31 , 2018

Wei Wei
Chief Executive Officer
Pintec Technology Holdings Limited
216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People’s Republic of China

Re: Pintec Technology Holdings Limited
Amendment No. 2  to Draft Registration Statement on Form F -1
Submitted May 4 , 2018
  CIK No. 000171 6338

Dear Mr. Wei:

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 stateme nt 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.   Unless we note otherwise, our references to prior comments are to com ments in our
February 27 , 2018 letter.

Management’s Discussion and Analy sis of Financial Condition and Results of Operations

Critical Accounting Policies, Judgments and Estimates

Share -based compensation expenses , page 91

1. You disclose that prior to the Reorganization all options and restricted ordinary shares
were grante d by Jimu Group with its own underlying shares.  Please tell us whether any
options or restricted shares were granted by Pintec with its own underlying shares and

Wei Wei
Pintec Technology Holdings Limited
May 31 , 2018
Page 2

 provide us with the details of these grants.  Please provide updates through the date of
effectiveness.

Results of Operations

Gross Profit, page 96

2. We note your revis ed disclosure  in response to prior comments 2 and 3  on pages 84 and
85.  Please also quantify each factor that contributed to a material change in your gross
profit margin.  In this regard, you state that such improvement was driven by a greater
volume of higher -margin personal and business installment loans and “negotiations with
[y]our business partners.”  Refer to Section III.D of SEC Release No. 33 -6835.

Liquidity and Cap ital Resources, page 97

3. In your response to comment 13 of our letter dated January 9, 2018, you indicated that
when you include financial statements for the twelve months ended December  31, 2017,
you would disclose material amounts of cash held by VIEs  separately from the amount of
cash held by other entities.  We, however, are unable to locate this disclosure.  Please
revise accordingly or explain.

Business

Our Strategies

Continue to Develop and Provide More Innovative Solutions, page 113

4. We note that you are “working on blockchain applications” for your business.  Please
explain the nature and purpose of blockchain technology in the context of your business,
and discuss any significant challenges and risks with regard to its implementation an d
accessibility.

Management

Directors and Executive Officers, page 145

5. You disclose on pages 5, 69, and 79 that six of your directors also sit on the board of
Jimu Holdings Limited.  Please identify the directors who are also directors of Jimu
Holdin gs Limited.  Refer to Item 6.A.2 of Form 20 -F.

Wei Wei
Pintec Technology Holdings Limited
May 31 , 2018
Page 3

 Combined Financial Statements

Combined Balance Sheets, page F -3

6. Please revise to provide the pro forma impacts of the reorganization on your balance
sheet and earnings per share, if applicable .  Refer to Article 11 of Regulation S -X.

Notes to Combined Financial Statements

Note 1.  Organization and principal activities

(b) Reorganization, page F -7

7. You disclose that the Pintec business was transferred to you in December 2017; however,
your disclosures on page F -55 appear to indicate that the transfer of the Pintec business
was not completed until March 2018.  Please reconcile these di sclosures and tell us the
date o n which you acquired control of the Pintec business.  Please describe in deta il any
transactions or agreements that were not completed as of December 31, 2017 , and explain
how these were considered when concluding that the financial statements as of December
31, 2017 should include the Pintec business.

(c) Variable interest enti ties

(2) VIE arrangement s after the Reorganization, page F -13

8. You disclose that contractual arrangements have been entered into that are consistent
with those in place prior to the reorganization.  However , you also disclose that you will
consolidate the VIEs upon execution of the new contractual arrangements.  Please clarify
when the new contractual arrangements were executed and how they support the
consolidation of the VIEs as of December 31, 2017.

Note  4.  Acquisition of Shenzhen Minheng, page F -34

9. You disclose that based on the results of the qualitative goodwill analysis performed , you
concluded that a quantitative assessment was required.  Please tell us the percentage  by
which  the fair value of the reporting unit exceeded its carrying value. To the extent that
the estimated fair value is not substantially in excess of the carrying value and is
therefore at potential risk of failing step one of your goodwill impairment analysis,
please revise to disclose the percentage  by which  the fair value of the reporting unit
exceeded its carrying value as of the date of the most recent test.

Wei Wei
Pintec Technology Holdings Limited
May 31 , 2018
Page 4

 Note 18. Share based compensation expenses

Share options issued by Jimu Parent to employees of the Company , pag e F-49

10. Please revise to provide the disclosures required under ASC 718 -10-50-2(c)(1).  In this
regard, we note that the roll forward schedule you provided for share options does not
reflect options exercised, outstanding or exercisable.

Note 23.  Restricted net assets, page F -55

11. Revise to update the restricted net asset disclosures a s of December 31, 2017.  To the
extent that restricted net assets exceeds 25% of combined net assets, provide the parent -
only financial information required under Rule 12 -04 of Regulation S -X.  See Rule 5 -
04(c) and Rule 12 -04 of Regulation S -X.

Item 7.   Recent Sales of Unregistered Securities, page II -1

12. We note that there were several issuances of ordinary and preferred shares in 2017.
Please tell us  whether these issuances involved shares of Jimu Parent or shares of Pintec.
If the latter , please explain why such  issuances are not reflected in your combined
financial statements, including earnings per share, as of December 31, 2017 and why you
have n ot disclosed the significant terms and provisions of these shares pursuant to ASC
505-10-50.

You may contact David Edgar, Staff Accountant , at (202) 551 -3459  or Christine Dietz,
Assistant Chief Accountant,  at (202) 551 -3408  if you have questions regard ing comments on the
financial statements and related matters.  Please contact Bernard Nolan, Attorney -Adviser,  at
(202) 551 -6515  or, in his absence, me at (202) 551 -3453  with any other questions.   If you require
further a ssistance, you may contact Barbara C. Jacobs, Assistant Director, at  (202) 551 -3735.

Sincerely,

 /s/ Barbara C. Jacobs for

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561
February 27 , 2018

Wei Wei
Chief Executive Officer
Pintec Technology Holdings Limited
216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People’s Republic of China

Re: Pintec Technology Holdings Limited
Amendment No. 1 to Draft Registration Statement on Form F -1
Submitted January 31, 2018
  CIK No. 000171 6338

Dear Mr. Wei :

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 response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.   Unless we note otherwise, our references to prior comments are to com ments in our
January 9, 2018 letter.

Non-GAAP Financial Measures, page 11

1. We continue to consider your response to prior comment 5.

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

Key Factors Affecting Our Resul ts of Operations, page 75

2. Your response to prior comment 9 states your belief that the point -of-sale installment
loan business began operating at a low but positive gross margin during 2017 and that it
will continue to operate at that level.  Given tha t this business operated at a significant

Wei Wei
Pintec Technology Holdings Limited
February 27 , 2018
Page 2

 gross loss in fiscal year 2016, please discuss the factors that are contributing to this trend.
Refer to Item 5.D of Form 20 -F and SEC Release No. 33 -8350.

3. We note your response to prior comment 10.  Please pr ovide additional context regarding
your relationship with business partners by discussing any cost or revenue sharing
arrangements with your business partners, especially with respect to personal installment
loans.  In this regard, we note that you “share part of” the technical service fee with
Qunar.  Please revise or advise.

You may contact David Edgar, Staff Accountant , at (202) 551 -3459  or Christine Dietz,
Assistant Chief Accountant,  at (202) 551 -3408  if you have questions regarding comments on the
financial statements and related matters.  Please contact Bernard Nolan, Attorney -Adviser,  at
(202) 551 -6515  or, in his absence, me at (202) 551 -3453  with any other questions.   If you require
further a ssistance, you may contact Barbara C. Jacobs, Assistant Di rector, at  (202) 551 -3735.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
Technologies and Services

cc: Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 4561
January 9, 2018

Wei Wei
Chief Executive Officer
Pintec Technology Holdings Limited
216, 2/F East Gate, Pacific Century Place
No. A2 Gongti North Road
Chaoyang District, Beijing
People’s Republic of China

Re: Pintec Technology Holdings Limited
Draft Registration Statement on Form F -1
Submitted December 13, 2017
  CIK No. 000171 6338

Dear Mr. Wei :

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 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.

Prospectus Summary

Our Business, page 1

1. You disclose that you have 10 million registered users and over 2.6 million cumulative
unique b orrowers as of September 30, 2017.   For each period presented,  please  disclose
the number of registered users; the number of unique borrowers, including the number of
unique borrowers of personal installment loans versus the number of unique borrowers of
point-of-sale installment loans; and the number of loans facilitated, including the number
of point -of-sale installment loans facilitated versus the number of personal installment
loans facilitated.  In this regard, we note your disclosure suggests that you r point -of-sale
lending solutions business  has represented a significantly higher number of facilitated

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 2

 loans and unique borrowers.   For example, while you approved approximately 575,000
customers for your personal installment loan credit lines in the aggr egate amount of
RMB4.1 billion in 2016, we note that the aggregate amount outstanding was RMB998
million as of December 31, 2016.   Further, for the nine months ended September 30,
2017, the aggregate amount of credit lines that were approved was RMB20.6 bi llion, but
the amount of personal installment loans facilitated was RMB5,071 million.

2. Please revise to disclose how you determine that a borrower is unique.

3. Please disclose  your potential conflict s of interest with the Jimu Group  in the prospectus
summary .  Also disclose t hat the company and Jimu Group are under the control of the
same shareholders and the same board members.  Clarify which, if not all, members of
the c ompany’s board of directors also serve on the board of the Jimu Group.  Disclose
whether you have policies  in place regarding the manner in which your board will resolve
any conflicts of interest.

4. You state that you have 10 million registered users for your point -of-sale financing and
your personal and business installment loan solutions as of September 3 0, 2017.  We
note, however, that registration for your platform only requires a name, identification
number, and mobile phone number and that an individual will not be vetted for
creditworthiness until a loan request has been submitted, which ultimately is  subject to
the approval of a financial partner.  As such, please revise the definition of a registered
user provided on page 6, which suggests that a user is an applicant  whose
creditworthiness is being evaluated, as well as your reference to users as “po tential
borrowers” on page 109.

Non-GAAP Financial Measures, page 10

5. Please explain your basis for disclosing “Adjusted net service revenue” and revise to
disclose how this measure is useful to an investor.  Refer to Item 10(e)(1)(i)(C) of
Regulation  S-K.  Tell us why you have excluded wealth management service fees and
explain why you have not reduced this measure for origination and service costs.  Also,
explain your basis for labeling this measure as a revenue measure when it appears to be a
measur e of profitability.

Risk Factors, page 12

6. You disclose on page 105 that you seek international expansion.  Please provide a risk
factor highlighting the risks inherent in this strategy.  In this regard, we note that you
intend to mitigate local regulatory and business risk by partnering with local  entities.

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 3

 “We face credit risks in certain funding  situations ” page 17

7. Please disclose that you expect to bear credit risk for some personal and business
installment loans that are facilitated pursuant to credit enhancement arrangements that
you recently decided to undertake.  As you intend to reduce your reliance on Jimu Group,
which had provided guarantee  services, address the risk that this development poses to
your goal of minimizing the credit risk that you take on loans that you facilita te.

“We are an emerging growth company . . . ,” page 51

8. To the extent you have elected to use the extended transition period for complying with
new or revised accounting standards under Section 102(b)(1) of the Jobs Act, revise to
disclose that this e lection allows you to delay the adoption of new or revised accounting
standards that have different effective dates for public and private companies until those
standards apply to private companies, and as a result of this ele ction your financial
statement s may not be comparable to companies that comply with public company
effective dates.  In this regard, we note the forepart of the registration statement indicates
that you have elected not to opt out of such extended transition period .

Management’s Discu ssion and Analysis of Financial Condition and Results of Operations

Overview, page 73

9. To provide additional context regarding your point -of-sale lending solutions business,
please  disclose that your point -of-sale installment loan business has been ope rating at a
gross loss, as indicated by the audited statement of operations and comprehensive loss of
Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. for the six months ended
June 30, 2016, provided on page F -46.

Key Factors Affecting Our Results of Operations, page 73

10. You state that future profitability is substantially dependent on shifting your product mix
to include a higher proportion of personal installment loans, including the conversion of
users of point -of-sale installment loans to bo rrowers of personal installment loans.  We
note, however, that you tend to attract new business partners with large user bases, like
Qunar, by charging relatively low fees for your point -of-sale lending solutions.  We also
note that  the personal installmen t loans that you facilitate carry a significantly higher
weighted average APR and the proceeds from personal installment loans are used by
borrowers for general consumption purposes, as opposed to the purchase of a specific
product or service of the respec tive business partner.  As these factors app ear to
constitute a significant  challenge  to profitability and your goal to serve as a “pure
financial solutions provider,” please revise to discuss this challenge and related risks  and
the actions that manageme nt is taking to address them .  Refer to Item 5.D of Form 20 -F
and SEC Release No. 33 -8350.

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 4

 Critical Accounting Policies, Judgments and Estimates , page 82

11. Revise to disclose your policy for and estimates related to the allowance for credit losses.
Refer to Section V. of SEC Release No. 33 -8350.

Share -based compensation expenses, page 85

12. Please provide us with a breakdown of all share options granted  to date in fiscal year
2017 and the fair value of the underlying ordinary shares used to value such awards at the
grant date.   To the extent there were any significant fluctuations in the fair values from
period -to-period, please describe for us the facto rs that contributed to these fluctuations,
including any intervening events within the company or changes in your valuation
assumptions or methodology .

Liquidity and Capital Resources, page 89

13. Please revise to disclose the material amounts of cash an d short -term investments
disaggregated  by currency  denomination as of the most recent balance sheet date in each
jurisdiction in which your affiliated entities are domiciled.  For entities within China,
disclose material amounts of cash held by VIEs separa tely from the amount of cash held
by other entities.

Industry Overview

Consumer Finance Enablement Platforms in China, page 94

14. We note your disclosure on page 97 that non -bank SME lending will see significant
growth in the future.  Please quantify  this projection to be consistent with other
information derived from the report commissioned by you and prepared by Oliver
Wyman.

Business

Our Financial Solutions

Lending Solutions, page 109

15. We note the loan term of your point -of-sale installment loans ranges from 1 to 24 months.
On page F -18, however, you state that your financing receivables portfolio mainly
consists of personal loans with the term periods ranging from 30 days to 12 months.
Please reconcile by providing clarifying disclosure in a footnote to the table, or advise.

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 5

 Business Development, page 120

16. You state that your Dumiao brand and your Polaris brand are “widely recognized” in
China for financial solutions in consume r lending and wealth management, respectively.
Although you disclose that you are a leading independent technology platform enabling
financial services in China, we note your disclosures on pages 97 and 98 indicate that the
outstanding balance of consumer  finance loans facilitated through enablement platforms
and the assets under management facilitated by robo -advisory services represented
approximately 1% and less than 1%, respectively, of the relevant market in China at the
end of 2016.  Therefore, pleas e provide support for your assertion, or revise.

Related Party Transactions

Transaction s with BBAE Holdings Limited , page 145

17. Please identify the  director of the company who a lso serves as a director of BBAE
Holdings Limited.

Where You Can Find  Additional Information, page 189

18. We note your statement in the second paragraph that representations and  warranties were
made  solely for the benefit of the parties to agreements.  Please r evise to remove any
potential implication that your exhibits d o not constitute public disclosure under the
federal securities laws.

Combined Financial Statements

Note 1. Organization and principal activities

(b)  Reorganization

Basis of Presentation for the Reorganization, page F -9

19. You disclose that your presentation may not necessarily reflect your results of operations,
financial position and cash flows of the Group had it existed on a stand -alone basis
during the period presented.  Please revise to provide an estimate, if practica ble, of what
the expenses would have been on a stand -alone basis, as if the company had operated as
an unaffiliated entity.  Also, revise to disclose an assertion that the allocation methods
used are reasonable.  Refer to Question 2 of SAB Topic 1.B.1.

(d)  Risks in relation to the VIE structure, page F -12

20. Please revise  to present the carrying amounts and classification of the VIEs' assets and
liabilities on a more disaggregated basis, including the intercompany payable to the

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 6

 WFOEs for accrued servic e fees, if any.  In addition, describe the recognized  and
unrecognized  revenue -producing assets that are held by the VIEs. These assets may
include licenses, trademarks, other intellectual property, facilities or assembled
workforce.  Refer to ASC 810 -10-50-2AA.d and 50 -5A.d.

Note 2. Summary of significant accounting policies

(h)  Financing receivables, net, page F -18

21. Please revise to provide the disclosures required by ASC 310 -10-50-6, -7, -7A
and -11B(a)(1).

(n)  Funding Debts, page F -20

22. Please revise to expand your accounting policy for funding debts.  Describe the terms of
your arrangements in further detail including the timing of cash settlement or maturity.

(o)  Revenue Recognition

Technical service fees, page F -22

23. Please r evise to disclose the typical timing of revenue recognition for credit assessment
fees.  Also, tell us the amount of deferred revenue balance relating to credit assessment
services that are recognized over time due to cash collection limitations.

24. Please revise to disclose the typical term over which monthly payment collection services
are provided and your standard billing terms.

(y)  Segment reporting, page F -26

25. You appear to have  3 distinct lines of business: point -of-sale financing, per sonal and
business installment loans, and wealth management products.  Please tell us how you
considered ASC 280 -10-50 in your determination that you have one reportable segment
and address the following:

 Describe the company’s internal management report ing process, including the
organization and reporting structure;
 Identify the individuals that report directly to the chief operating decision maker
(“CODM”)  and describe their responsibilities;
 Describe how performance of the individuals that report to the CODM is
evaluated, including consideration of compensation and performance
bonuses;
 Describe how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the

Wei Wei
Pintec Technology Holdings Limited
January 9, 2018
Page 7

 CODM makes changes to the budget ;
 Describe the level of detail communicated to the CODM when actual results
differ from budgets and who is involved in meetings with the CODM to discuss
budget to actual variances;
 Describe how performance of the different lines  of businesses is evaluated;
 Identify any lines of business that you believe meet the definition of an operating
segment that are aggregated within your reportable segment; and
 Describe the internal management reports, including the nature of and level of
detail of financial information, reviewed by your CODM(s) and used for
allocating resources and evaluating performance within your organization.

Note 19. Sub sequent e vents, page F -42

26. For any share options or other share -based awards granted subsequent to the most recent
balance sheet date, pl ease revise to disclose the expected impa ct that the additional
awards will  have on stock -based compensation expense in futu re periods.  Refer to
ASC 855 -10-50-2(b).

Item 8. Exhibits and Financial Statement Schedules , page II -3

27. Please file your contract with Qunar as an exhibit to the registration statement, or advise.
In this regard, we note your disclosure on page 15 that your cooperation with Qunar
represented 55.8% of your total revenues i n fiscal year 2016 and that your business may
be substantially dependent upon your agreemen t and relationship with Qunar.   Refer to
Item 8.a of Form F -1 and Item 601(b)(10) of Regulation S -K.

General

28. Please supplementally provide us with copies of al l 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 retain copies of the co mmunications.

29. Please supplementally provide us with copies of any graphical materials or artwork you
intend to use in your prospectus.  Upon review of such materials, we may have further
comments.  For guidance, consider Question 101.02 of our Securit ies Act Forms
Compliance