SecProbe.io

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<TEXT>
 December 19, 2025

Frank Fuya Zheng
Chief Financial Officer
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People s Republic of China

 Re: X Financial
 Form 20-F for Fiscal Year Ended December 31, 2022
 Form 20-F for Fiscal Year Ended December 31, 2023
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-38652
Dear Frank Fuya Zheng:

 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 Finance
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Lawrence Venick

    Partner

    2206-19 Jardine House

    1 Connaught Place Central

    Hong Kong, SAR

    Direct     +852.3923.1188

    Main       +852.3923.1111

    Fax          +852.3923.1100

    lvenick@loeb.com

Via EDGAR

June 17, 2024

Blake Grady
 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Mergers & Acquisitions
 Washington, D.C. 20549

 Re: X Financial (the “Company”)

                                            Schedule TO-I filed June 5, 2024

                                            File No. 005-90893

Dear Mr. Grady:

As counsel for the Company and on its behalf,
this letter is being submitted in response to the letter dated June 12, 2024 from the Securities and Exchange Commission (the “Commission”)
in which the staff of the Commission (the “Staff”) commented on the above-referenced Schedule TO-I filed June 5,
2024 (the “Schedule TO”).

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.

Schedule TO-I filed June 5, 2024

General

 1. The cross references in Item 3 of the Schedule TO appear to be
                                            inaccurate. For example, the reference to a section of the Offer to Purchase titled “Certain
                                            Information Concerning Us” appears to be intended to refer to “Certain Information
                                            Concerning the Company.” Please revise.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has revised the disclosure on page 1 of the Schedule TO-I.

 2. The following disclosure, which appears on the cover page of
                                            the Offer to Purchase, appears to be missing words: “If the Offer is fully subscribed,
                                            which would represent approximately 8.75% of our outstanding ADSs and approximately 4.05%
                                            of our outstanding share capital as of June 4, 2024.” Similar disclosure appears
                                            on page 27. Please revise or advise.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has revised the disclosure on the cover page and page 27 of the Offer to Purchase.

Principal   Robert CALDWELL   Roy CHOI   Michael FUNG   Lewis HO   Jeffrey KUNG   Lynia LAU   Wallace LAU   Alfred LEE   JC LEE   Terence WONG

A Hong Kong firm of solicitors.

Los Angeles   New York   Chicago   Nashville   Washington, DC   San Francisco   Beijing   Hong Kong   www.loeb.com

For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    Securities and Exchange Commission

    Page 2

Conditions of the Offer, page 23

 3. Refer to the following statement in the first paragraph on page 25
                                            of the Offer to Purchase: “Our failure at any time to exercise any of the foregoing
                                            rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing
                                            right that may be asserted at any time and from time to time.” If an offer condition
                                            is “triggered” while an offer is pending, in our view, the offeror must promptly
                                            inform securityholders whether it will assert the condition and terminate the offer, or waive
                                            it and continue. Reserving the right to waive a condition “at any time and from time
                                            to time” may be inconsistent with your obligation in this regard. Please confirm in
                                            your response letter that you will promptly notify securityholders if a condition is triggered
                                            while the Offer is pending.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company hereby confirms that it will promptly notify securityholders whether it will assert the condition
and terminate the Offer, or waive it and continue if a condition is triggered while the Offer is pending.

Certain Information Concerning the Company, page 26

 4. Refer to the paragraph on page 26 beginning with “[i]nformation
                                            can be inspected and copied at the public reference facilities maintained by the SEC at 100
                                            F Street, N.E., Washington, D.C. 20549.” The SEC no longer maintains a public reference
                                            room where filings can be inspected and copied by the public. Please revise the disclosure
                                            in this section accordingly.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has amended the disclosure on page 26 of the Offer to Purchase.

Interests of Directors and Executive Officers; Transactions
and Arrangements Concerning the ADSs, page 27

 5. Please revise the table showing the number of Class A ordinary
                                            shares and Class B ordinary shares beneficially owned by directors and executive officers
                                            to include the aggregate number and percentage of ADSs held by each such person. See Item
                                            1008(a) of Regulation M-A.

Response: The Company respectfully acknowledges the
Staff’s comment and the Company has amended the disclosure on page 27 of the Offer to Purchase.

* * *

    Securities and Exchange Commission

    Page 3

Please contact the undersigned at 310-728-5129
if you have any questions with respect to the response contained in this letter.

    Sincerely,

    /s/ Lawrence S. Venick

    Lawrence Venick

    Partner

cc: Frank Fuya Zheng

United States securities and exchange commission logo
June 12, 2024
Frank Fuya Zheng
Chief Financial Officer
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People’s Republic of China
Re:X Financial
Schedule TO-I filed June 5, 2024
File No. 005-90893
Dear Frank Fuya Zheng:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments 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.
Defined terms used herein have the same meaning as in your offer document.
Schedule TO-I filed June 5, 2024
General
1.The cross references in Item 3 of the Schedule TO appear to be inaccurate. For example,
the reference to a section of the Offer to Purchase titled “Certain Information Concerning
Us” appears to be intended to refer to “Certain Information Concerning the Company.”
Please revise.
2.The following disclosure, which appears on the cover page of the Offer to Purchase,
appears to be missing words: “If the Offer is fully subscribed, which would represent
approximately 8.75% of our outstanding ADSs and approximately 4.05% of our
outstanding share capital as of June 4, 2024.” Similar disclosure appears on page 27.
Please revise or advise.
Conditions of the Offer, page 23

 FirstName LastNameFrank Fuya Zheng
 Comapany NameX Financial
 June 12, 2024 Page 2
 FirstName LastName
Frank Fuya Zheng
X Financial
June 12, 2024
Page 2
3.Refer to the following statement in the first paragraph on page 25 of the Offer to
Purchase: “Our failure at any time to exercise any of the foregoing rights will not be
deemed a waiver of any right, and each such right will be deemed an ongoing right that
may be asserted at any time and from time to time.” If an offer condition is “triggered”
while an offer is pending, in our view, the offeror must promptly inform securityholders
whether it will assert the condition and terminate the offer, or waive it and continue.
Reserving the right to waive a condition “at any time and from time to time” may be
inconsistent with your obligation in this regard. Please confirm in your response letter that
you will promptly notify securityholders if a condition is triggered while the Offer is
pending.
Certain Information Concerning the Company, page 26
4.Refer to the paragraph on page 26 beginning with “[i]nformation can be inspected and
copied at the public reference facilities maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549.” The SEC no longer maintains a public reference room where
filings can be inspected and copied by the public. Please revise the disclosure in this
section accordingly.
Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the
ADSs, page 27
5.Please revise the table showing the number of Class A ordinary shares and Class B
ordinary shares beneficially owned by directors and executive officers to include the
aggregate number and percentage of ADSs held by each such person. See Item 1008(a) of
Regulation M-A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Blake Grady at 202-551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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Via Edgar

April 26, 2024

Madeleine Mateo and James Lopez

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    X Financial

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

    Response dated October 6, 2023

    File No. 001-38652

Dear Ms. Mateo and Mr. Lopez:

On behalf of our client, X Financial, a Cayman
Islands company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) this letter setting forth the Company’s responses to the comments contained in
the Staff’s letter dated April 15, 2024 (the “Comment Letter”) regarding the Company’s response letter
filed on October 6, 2023.

For the Staff’s convenience, the
Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment. The Company will include the below proposed disclosure in the annual report on Form 20-F for fiscal year ended
December 31, 2023 (the “2023 20-F”).

Correspondence filed October 6, 2023

Introduction, page iii

    1.

    We note your response to prior comment 1.
    In future filings, please clearly identify in the graphic (1) the entities that conduct operations and (2) the entity in
    which investors own their interests. Provide the text accompanying the footnotes. Please include your proposed disclosure in your
    response letter.

Response:
The Company acknowledges the Staff’s comment and  will amend the graphic as below in the 2023 20-F.

 (1) In December 2017, Beijing WFOE acquired 100% of the equity interest held by Shenzhen Xiaoying (VIE) in Shenzhen Xiaoying Puhui
Technology Co., Ltd. and Shenzhen Xiaoying Information Technology Co., Ltd.

 (2) Mr. Yue (Justin) Tang and entities controlled by Mr. Yue (Justin) Tang hold 42.9838% and 57.0162% of equity interest in
Shenzhen Xiaoying, respectively.

 (3) Shenzhen Lelebu holds 100% equity interest in Shenzhen Xintang (VIE).

 (4) Mr. Yue (Justin) Tang and Mrs. Jing Sun holds 51% and 49% of the equity interest in Beijing Ying Zhong Tong (VIE), respectively.

* Entities in which the shareholders of X Financial own the interests.

** Entities in which the shareholders of X Financial do not own any
interests.

VIE Structure and Risks Relating to Our
Corporate Structure, page 1

    2.
    We note your response to prior comment 4. In future filings, please refrain from implying that the contractual agreements are equivalent to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. In this regard, we note, in a non-exclusive manner, that you refer to the Company’s control over the VIE in your proposed disclosure in response to prior comment 1 and prior comment 3. Also with respect to prior comment 3, we note the statement that one of the subsidiaries conducts internet value-added business of which foreign investment is restricted and that “[a]s a result, our shareholders may never directly hold all equity interests in such VIEs.” Please clarify the extent to which investors may never hold equity interests in the Chinese operating company under the VIE structure regardless of the nature of the subsidiaries’ operations. Please include your proposed disclosure in your response letter.

Response: The
Company acknowledges the Staff’s comment and will include below disclosure in the 2023 20-F. The Company  will disclose in
the 2023 20-F that “variable interest entities” or “VIEs” refer to Chinese Mainland companies in which we do
not have equity interests but whose financial results have been consolidated into our consolidated financial statements in
accordance with U.S. GAAP due to our having effective control over, and our being the primary beneficiary of, such entity. The
Company  will amend 2023 20-F with below proposed amended disclosure on page 1 (in which the deleted parts are with deletion
line and the added parts are with underline).

Because
of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the Chinese Mainland
laws and regulations, including but not limited to the validity and enforcement of the VIE Agreements. We are also subject to the risks
of uncertainty about any future actions of the Chinese Mainland government in this regard. Our VIE Agreements may not be effective in
providing control over the VIEs. The contractual arrangements have not been judicially tested in the Chinese Mainland and there
remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. We rely on the
VIE Agreements with VIEs to control and operate their businesses. One of our VIEs and a subsidiary of the VIEs conduct internet
value-added businesses of which foreign investment is restricted. As a result, The investors may never directly
hold equity interests in such VIEs. We may also be subject to sanctions imposed by Chinese Mainland regulatory agencies including Chinese
Securities Regulatory Commission, or CSRC, if we fail to comply with their rules and regulations. We may also be subject to Chinese
Mainland laws relating to, among others, data security and restrictions over foreign investments due to the complexity of the regulatory
regime in Chinese Mainland, and the recent statements and regulatory actions by the Chinese Mainland government relating to data security
may affect our remaining business operations in Chinese Mainland or even our ability to offer securities in the United States. We are
also subject to the risks and uncertainties about any future actions of the Chinese Mainland government that could disallow the VIE structure,
which would likely result in a material change in our operations and/or a material change in the value of our securities, including causing
the value of such securities to significantly decline or become worthless. See “Risk Factors-Risks Relating to Our Corporate
Structure” for more information.

Regulation, page 81

    3.

    We note your response to prior comment 8.
    In future filings, please revise your disclosure to explain whether and how each law, rule and regulation has had, or may
    reasonably be expected to have, a material impact on your business, operations or liquidity, including, but not limited to, revising
    the following:

Response:
P2P operation business is a commercial term which means providing investment products to individual investors via peer-to-peer
model, and “Online lending information service provider” and “internet lending information intermediary” are
also terms denoting P2P operation business operator. The Company is no longer a P2P operation business operator since it completely
cleared and ceased the P2P operation business as of December 17, 2020, and it is currently operating platforms connecting
borrowers with institutional funding partners rather than individual investors. Therefore, P2P operation business related laws and
regulations no longer apply to the Company except that it cannot assure you that it will not be subject to any penalties
retroactively prescribed in the relevant laws and regulations relating to its previous P2P operation business. As of the date of
this response, the Company has obtained licenses that are material for its current business operations, including business licenses,
financing guarantee license, online microcredit business operating license, network microcredit license, value-added
telecommunications service operating license (“VATS License”) except otherwise disclosed in the annual report.

• In your response with regard
to the Interim Measure, you state that the Interim Measures do not apply to you because you are no longer a P2P operations business. Please
explain how your business does not involve information service provider products such as “financial products to raise fund or acting
as an agent to sell financial products,” as referenced on page 84, when you facilitate “online purchasing,” “secured
loans,” online “loan application,” verification of “applicant’s information using multiple authentication technologies
and internal and external databases,” and so forth;

Response: The
Company acknowledges the Staff’s comment and  will revise its disclosure in the 2023 20-F with below proposed amended
disclosures (in which the deleted parts are with deletion line and the added parts are with underline). Particularly, for the laws
and regulations related to historic P2P operation business, it has been moved to a new section under the Regulation part,
 “Regulations Relating to Historic P2P Operation Business”.

Risk Factors:

Risks Relating to Our Business and
Industry - We have ceased the P2P operation business, but we cannot assure you that our operations were in full compliance with relevant
legal requirements and would not be punished under relevant regulations.

. . .

As of December 17, 2020, Xiaoying
Wealth Management platform’s P2P operation business had been cleared and ceased, and the principal and earnings of all individual
investors had been fully settled. We are currently operating platforms connecting borrowers with institutional funding partners rather
than individual investors. Since that date, we have not undertaken any activities related to the P2P operation. In this regard, the
Interim Measures and other regulations that regulate P2P operation business are no longer applicable to us. However, uncertainties
still exist in relation to the interpretation and implementation of the relevant laws and regulations relating to P2P operation business.
We cannot assure you that we will not be subject to any penalties retroactively prescribed in the relevant laws and regulations relating
to our previous P2P operation business, although we have already ceased the related business, and if we were punished, our business, financial
condition and results of operations may be materially and adversely affected.

Risks Relating to Our Business and
Industry - We may be required to obtain or reapply for additional value-added telecommunication business licenses.

Chinese Mainland regulations impose
sanctions on entities for engaging in the provision of telecommunication business of a commercial nature without having obtained a
VATS License. If we fail to obtain or maintain licenses required for our business, we could be subject to sanctions including corrective
orders and warnings from the Chinese Mainland telecommunication administration authority, fines and confiscation of illegal gains
and, in the case of significant infringements, the websites and mobile applications may be ordered to cease operation.

Pursuant to the Interim Measures,
we are required to apply for appropriate telecommunication business operation permit, i.e., the value-added telecommunication business
license, in accordance with relevant provisions of competent communication departments after we have completed the registration of online
lending intermediary with local financial regulatory authority. The local government authority has not yet issued the relevant implementation
rules regarding such filing and therefore we cannot assure you we will be able to make the necessary filing or apply for the value-added
telecommunication business license. Even if we have obtained the telecommunication business license, we may also be subject to monetary
penalty or suspension of operation and rectification by the telecommunication administrations if we fail to operate the business as prescribed
in the telecommunication operating licenses, or fail to operate the business as regulated by the telecommunications administration or
other regulatory authorities.

Given the evolving regulatory environment
of the consumer finance industry and value-added telecommunication business, we cannot rule out the possibility that the Chinese
Mainland communication administration authority or other government authorities will explicitly require any of our consolidated VIEs or
subsidiaries of our consolidated VIEs to obtain Internet content provider licenses, or ICP licenses, online data processing and transaction
processing licenses, or ODPTP licenses or other VATS Licenses, or issue new regulatory requirements
to institute a new licensing regime for our industry. If such VATS Licenses are required in the future,
or a new license regime is introduced or new regulatory rules are promulgated, we cannot assure you that we would be able to obtain
any required license or other regulatory approvals in a timely manner, or at all, which would subject us to the sanctions described above
or other sanctions as stipulated in the new regulatory rules, and materially and adversely affect our business and impede our ability
to continue our operations.

Additionally, according to Guidance on
Regulating Asset Management Business of Financial Institutions, or the Guidance, which was promulgated jointly by the PBOC, China Insurance
Regulatory Commission (“CIRC”), CSRC and the State Administration of Foreign Exchange(“SAFE”) on April 27,
2018, only financial institutions, such as banks, trusts, securities, funds, futures, insurance asset management agencies and financial
asset investment companies, can operate asset management business. As ancillary services that we currently provide are not “asset
management business” as defined in the Guidance or other applicable Laws and Regulations, we do not believe that we would be subject
to the Guidance. However, we cannot assure you if the money market products offered by the relevant financial institutions to which we
provide the ancillary services will not be ceased pursuant to the Guidance.

Nevertheless, the interpretation and the
enforcement of such regulations in the context of online consumer finance industry remains uncertain, and therefore, it is unclear what
kind of VATS Licenses we should obtain. Given the evolving regulatory environment of the consumer finance
industry and value-added telecommunication business, we cannot rule out the possibility that the Chinese Mainland communication administration
authority or other government authorities will explicitly require any of our consolidated VIEs or subsidiaries of our consolidated VIEs
to obtain Internet content provider licenses, or ICP licenses, online data processing and transaction processing licenses, or ODPTP licenses
or other VATS Licenses, or issue new regulatory requirements to institute a new licensing regime for
our industry.

In addition, the Telecommunications Regulations
promulgated by the State Council and its related implementation rules, including a catalog issued by the Ministry of Industry and Information
Technology, or MIIT, categorize various types of value-added telecommunications services. Under the Telecommunications Regulations, e-commerce
operator may be required to obtained an online data processing and transaction processing license, or ODPTP license. Our online shopping
mall may be required to obtain ODPTP license.

If such VATS Licenses are clearly required in the future, or a new license regime is introduced or new regulatory rules are promulgated,
we cannot assure you that we would be able to obtain or maintain any required license or other regulatory approvals in a timely manner,
or at all, which would subject us to the sanctions described above or other sanctions as stipulated in the new regulatory rules, and materially
and adversely affect our business and impede our ability to continue our operations.

In addition, as certain shareholder of
the VIEs has changed his nationality, our consolidated VIEs may be deemed as foreign-invested telecommunications enterprises. Therefore,
we are required to reapply for the ICP licenses as foreign-invested telecommunications

United States securities and exchange commission logo
April 15, 2024
Frank Fuya Zheng
Chief Financial Officer
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People’s Republic of China
Re:X Financial
Form 20-F for Fiscal Year Ended December 31, 2022
Response dated October 6, 2023
File No. 001-38652
Dear Frank Fuya Zheng:
            We have reviewed your October 6, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 22,
2023 letter.
Correspondence filed October 6, 2023
Introduction, page iii
1.We note your response to prior comment 1. In future filings, please clearly identify in the
graphic (1) the entities that conduct operations and (2) the entity in which investors own
their interests. Provide the text accompanying the footnotes. Please include your proposed
disclosure in your response letter.
VIE Structure and Risks Relating to Our Corporate Structure, page 1
2.We note your response to prior comment 4. In future filings, please refrain from implying
that the contractual agreements are equivalent to equity ownership in the business of the
VIE. Any references to control or benefits that accrue to you because of the VIE should be
limited to a clear description of the conditions you have satisfied for consolidation of the

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 April 15, 2024 Page 2
 FirstName LastNameFrank Fuya  Zheng
X Financial
April 15, 2024
Page 2
VIE under U.S. GAAP. In this regard, we note, in a non-exclusive manner, that you refer
to the Company's control over the VIE in your proposed disclosure in response to prior
comment 1 and prior comment 3. Also with respect to prior comment 3, we note the
statement that one of the subsidiaries conducts internet value-added business of which
foreign investment is restricted and that "[a]s a result, our shareholders may never directly
hold all equity interests in such VIEs." Please clarify the extent to which investors may
never hold equity interests in the Chinese operating company under the VIE structure
regardless of the nature of the subsidiaries' operations. Please include your proposed
disclosure in your response letter.
Regulation, page 81
3.We note your response to prior comment 8. In future filings, please revise your disclosure
to explain whether and how each law, rule and regulation has had, or may reasonably be
expected to have, a material impact on your business, operations or liquidity, including,
but not limited to, revising the following:

•In your response with regard to the Interim Measure, you state that the Interim
Measures do not apply to you because you are no longer a P2P operations business.
Please explain how your business does not involve information service provider
products such as "financial products to raise fund or acting as an agent to sell
financial products," as referenced on page 84, when you facilitate "online
purchasing," "secured loans," online "loan application," verification of "applicant's
information using multiple authentication technologies and internal and external
databases," and so forth;
•Reconcile the statement in your response that you are "not an Internet Lending
Information Intermediary" with disclosure elsewhere indicating that you satisfy
regulatory requirements of such an entity or are otherwise identified as an internet
lending information intermediary. For example, we note the statement on page 27
that the Interim Measures and the Inspection Notice imposed additional obligations
on online lending information intermediaries, "including us";
•Please address in your response with regard to Circular 141 whether you "provide
online lending services for loans used for purchasing real property, or any loan
without specific usage of funds";
•We note your disclosure on page 87 that you have taken "considerable measures to
comply with the Interim Measures, the Custodian Guidelines, Circular 141, Circular
57, the Inspection Notice, the Compliance Checklist and other laws and regulations
applicable to [y]our business operations." Please revise your disclosure to explain
your compliance with and any material impact on your business, operations or
liquidity resulting from the Custodian Guidelines, Circular 57, the Inspection Notice,
or the Compliance Checklist.

Please include your proposed disclosure in your response letter.

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 April 15, 2024 Page 3
 FirstName LastNameFrank Fuya  Zheng
X Financial
April 15, 2024
Page 3
4.We also note your response to prior comment 9 and representation that you obtained the
requisite licenses and permits from the PRC government authorities that are material for
the business operations of your holding company and the VIEs in mainland China. In
future filings, revise throughout the description of regulations beginning on page 81 to
clarify whether you have obtained the various licensing and other requirements. For
example, you state that the CBRC's Interim Measures in 2016 required that online lending
information service providers apply for VATS License. But you do not indicate whether
you applied or received such license. As another non-exclusive example, on page 86 you
identify a number of requirements under Circular 57 from 2017. But you do not indicate
whether or how you have taken action to comply with such requirements. Please also
update the identified licensing and other requirements as of the date of the report to be
filed. Please include your proposed disclosure in your response letter.
5.We note your response to prior comment 10. Please provide the legal analysis supporting
your conclusions that you are not subject to the PRC Data Security Law and that you are
not an "online platform operator" holding "more than one million users/users' individual
information" in light of the disclosure on page 70 that you facilitated 10,276,021 active
borrowers, "each of whom made at least one transaction" on your platform. In this regard,
we note you appear to believe the law does not apply because it was "recently
promulgated." Alternatively, it appears you may believe the law does not apply because
you believe you do not "hold personal information of more than one million users." Your
revised disclosure should clearly indicate whether you believe you are subject to the PRC
Data Security Law and if not, why not.
6.We note your response to prior comment 11. In future filings, please revise your
disclosure here and where appropriate to explain how the CAC's oversight has impacted
or is reasonably likely to impact your business and listing. Disclose to what extent you
believe you are compliant with the regulations or policies issued by the CAC to date. Your
revised disclosure should provide sufficient detail addressing the CAC's oversight, which
appears to specifically relate to your operations, including with respect to "internet value-
added businesses of which foreign investment is restricted." Please include your proposed
disclosure in your response letter.
            Please contact Lory Empie at 202-551-3714 or Cara Lubit at 202-551-5909 if you have
questions regarding comments on the financial statements and related matters. Please contact
Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 April 15, 2024 Page 4
 FirstName LastName
Frank Fuya  Zheng
X Financial
April 15, 2024
Page 4
cc:       Lawrence Venick, esq.

CORRESP
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Via Edgar

October 6, 2023

Madeleine Mateo and James Lopez

Division of Corporation Finance

Office of Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

Re: X Financial

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

  Filed April 27, 2023

  File No. 001-38652

Dear Ms. Mateo and Mr. Lopez:

On behalf of our client, X Financial, a Cayman
Islands company (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “SEC”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated September 22, 2023 (the “Comment Letter”) regarding the Company’s Annual
Report on Form 20-F for the Fiscal Year Ended December 31, 2022.

For the Staff’s convenience, the Staff’s
comment has been stated below in its entirety, with the Company’s response set out immediately underneath such comment.

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

Introduction, page iii

 1. In
                                            future filings, clearly disclose how you will refer to the holding company, subsidiaries,
                                            and VIEs when providing the disclosure throughout the document so that it is clear to investors
                                            which entity the disclosure is referencing and which subsidiaries or entities are conducting
                                            the business operations. Refrain from using terms such as “we” or “our”
                                            when describing activities or functions of a VIE. For example, disclose, if true, that your
                                            subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
                                            accounting purposes but is not an entity in which you own equity, and that the holding company
                                            does not conduct operations. Disclose clearly the entity (including the domicile) in which
                                            investors own an interest. In addition to revised disclosure elsewhere, provide narrative
                                            disclosure accompanying the organizational graphic on page 105 responsive to this comment.
                                            And revise the graphic to identify clearly the entity in which investors own their interest
                                            and the entity(ies) in which the company’s operations are conducted. Please include
                                            your proposed disclosure in your response letter.

Response: The Company acknowledges the Staff’s comment
and will revise its disclosure throughout its future filings to disclose how it will refer to the holding company, subsidiaries, and VIEs
in future filings. The Company will refer to the holding company as “the Company” and the subsidiaries as “YZT (HK)”,
 “Beijing WFOE”, “Shenzhen Puhui”, “Shenzhen Xiaoying IT”, “Tianjin Yuexin”, and “Dingyue
Digital”, respectively. The Company will refer to the VIEs as “Shenzhen Xiaoying (VIE)”, “Shenzhen Xintang (VIE)”,
 “Beijing Ying Zhong Tong (VIE)”, “Shenzhen Ying Zhong Tong (VIE)” and “Xiaoying Microcredit (VIE)”,
and “Shenzhen Ying Ai Gou (VIE)”, respectively.

The Company proposes to include the
following revised disclosure accompanying the organizational graphic on page 105.

X Financial is a holding company and
does not conduct operations. YZT (HK) Limited, or YZT (HK), is X Financial’s wholly-owned subsidiary incorporated in Hong Kong
and is an intermediate holding company. Xiaoying (Beijing) Information Technology Co., Ltd., or Beijing WFOE, is a wholly-owned
subsidiary of YZT (HK) Limited. Beijing WFOE was incorporated in the PRC and conducts operations in the PRC. Shenzhen Xiaoying Information
Technology Co., Ltd., or Shenzhen Xiaoying IT, is a wholly-owned subsidiary of Beijing WFOE. Shenzhen Xiaoying IT was incorporated
in the PRC and conducts operations in the PRC. Shenzhen Xiaoying Puhui Technology Co., Ltd., or Shenzhen Puhui, is a wholly-owned
subsidiary of Beijing WFOE. Shenzhen Puhui was incorporated in the PRC and conducts operations in the PRC. Tianjin Yuexin Financing Guarantee
Co., Ltd., or Tianjin Yuexin, and Dingyue Digital and Information Technology (Shenzhen) Co., Ltd., or Dingyue Digital, are
wholly owned subsidiaries of Shenzhen Puhui. Tianjin Yuexin and Dingyue Digital were incorporated in the PRC and conduct operations in
the PRC.

Furthermore, through Beijing WFOE,
X Financial conducts its operation in China through Shenzhen Xintang Information Consulting Co., Ltd. or Shenzhen Xintang (VIE),
Beijing Ying Zhong Tong Rongxun Technology Service Co., Ltd, or Beijing Ying Zhong Tong, and Shenzhen Xiaoying Technology Co., Ltd.,
or Shenzhen Xiaoying (VIE) (collectively with Shenzhen Xintang (VIE), Beijing Ying Zhong Tong (VIE), the “VIEs”) through
a series of contractual arrangements. X Financial and its subsidiaries do not have equity interests in Shenzhen Xiaoying (VIE), Shenzhen
Xintang (VIE), or Beijing Ying Zhong Tong (VIE). X Financial’s control over the VIEs and X Financial’s position of being
the primary beneficiary of the VIEs for the accounting purposes are limited to the conditions that X Financial met for consolidation
of the VIEs under U.S. GAAP. Such conditions include that (i) X Financial controls VIEs through power to govern the activities which
most significantly impact the VIEs’ economic performance, (ii) X Financial is contractually obligated to absorb losses of
VIEs that could potentially be significant to VIEs, and (iii) X Financial is entitled to receive benefits from VIEs that could potentially
be significant to VIEs. Only if X Financial meets the aforementioned conditions for consolidation of the VIEs under U.S. GAAP, X Financial
will be deemed as the primary beneficiary of the VIEs, and the VIEs will be treated as X Financial’s consolidated affiliated entities
for accounting purposes. X Financial could face heightened risks and substantial costs in enforcing these contractual arrangements, because,
although contractual arrangements similar to the contractual arrangements with the VIEs (the “VIE Agreements”) have
been widely adopted by PRC companies seeking for listing aboard, such arrangements have not been tested in any of the PRC courts. In
addition, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations,
and rules relating to these contractual arrangements.

Shenzhen Xiaoying (VIE), Shenzhen Xintang
(VIE), or Beijing Ying Zhong Tong (VIE) were incorporated in the PRC and conduct operations in the PRC. Shenzhen Ying Zhong Tong (VIE)
and Xiaoying Microcredit (VIE) are wholly-owned subsidiaries of Shenzhen Xiaoying (VIE). Shenzhen Ying Ai Gou (VIE) is a wholly-owned
subsidiary of Beijing Ying Zhong Tong. Shenzhen Ying Zhong Tong (VIE), Xiaoying Microcredit (VIE) and Shenzhen Ying Ai Gou (VIE) were
incorporated in the PRC and conduct operations in the PRC.

 2. In
                                            future filings, please revise your definition of "China" or "PRC" to
                                            remove the exclusion of Hong Kong and Macau from this definition. Please include your proposed
                                            disclosure in your response letter.

Response:
The Company acknowledges the Staff’s comment and will revise its disclosure throughout its future filings with below
proposed disclosure in the “Introduction” section.

●         “China”
or “PRC” refers to the People’s Republic of China, including, Hong Kong and Macau;

●         “Mainland
China” means the People's Republic of China, excluding, for purposes of this annual report, Hong Kong, Macau and Taiwan;

VIE Structure and Risks Relating to Our
Corporate Structure, page 1

 3. In
                                            future filings, please disclose prominently that you are not a Chinese operating company
                                            but a Cayman Islands holding company with operations conducted by your subsidiaries and through
                                            contractual arrangements with a variable interest entity (VIE) based in China and that this
                                            structure involves unique risks to investors. If true, disclose that these contracts have
                                            not been tested in court. Explain whether the VIE structure is used to provide investors
                                            with exposure to foreign investment in China-based companies where Chinese law prohibits
                                            direct foreign investment in the operating companies, and disclose that investors may never
                                            hold equity interests in the Chinese operating company. Your disclosure should acknowledge
                                            that Chinese regulatory authorities could disallow this structure, which would likely result
                                            in a material change in your operations and/or a material change in the value of your securities,
                                            including that it could cause the value of such securities to significantly decline or become
                                            worthless. Provide a cross-reference to your detailed discussion of risks facing the company
                                            and the offering as a result of this structure. Please include your proposed disclosure in
                                            your response letter. Please also file as exhibits all of the relevant and material contracts.
                                            In this regard, we note agreements identified on page 106 are not filed as exhibits.

Response:
The Company acknowledges the Staff’s comment and will revise its disclosure throughout its future filings with below
proposed disclosure on page 1.

We
are a Cayman Islands holding company conducting our operations in China through Beijing WFOE, a wholly-owned subsidiary of us, Shenzhen
Xiaoying Puhui Technology Co., Ltd., a wholly-owned subsidiary of Beijing WFOE, Shenzhen Xiaoying
Information Technology Co., Ltd., a wholly-owned subsidiary of Beijing WFOE, and the VIEs,
including Shenzhen Xiaoying (VIE), Shenzhen Xintang (VIE), Beijing Ying Zhong Tong (VIE) and their subsidiaries. We have equity
interests in Beijing WFOE, Shenzhen Puhui, and Shenzhen Xiaoying IT, however, neither we nor our subsidiaries own any share in the VIEs.
Instead, we control and receive the economic benefits of the VIEs’ business operation through a series of contractual arrangements
(the “VIE Agreements”). To comply with mainland China laws and regulations, we do not have an equity ownership interest in
the VIEs but rely on the VIE Agreements with VIEs to control and operate their businesses. The VIE Agreements are designed to provide
our Beijing WFOE, with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal
equity holder of the VIE, including absolute control rights and the rights to the assets, property, and revenues of the VIE. As a result
of these contractual arrangements, which have not been tested in a court of law in mainland China, under generally accepted accounting
principles in the United States (“U.S. GAAP”), the assets and liabilities of the VIE are treated as our assets and liabilities
and the results of operations of the VIE are treated in all aspects as if they were the results of our operations. We are the primary
beneficiary of the VIE, and, therefore, consolidate the financial results of the VIE in our consolidated financial statements in accordance
with U.S. GAAP. See “Item 4.C. Organizational Structure” for more information on these VIE Agreements.

Because
of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and
regulations, including but not limited to the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty
about any future actions of the mainland China government in this regard. The VIE Agreements may not be effective in providing control
over the VIE. The contractual arrangements have not been tested in a court of law in the mainland China and there remain significant
uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. One of the VIEs and a subsidiary
of the VIEs conduct internet value-added businesses of which foreign investment is restricted. As a result, our shareholders may never
directly hold all equity interests in such VIEs. We may also be subject to sanctions imposed by mainland China regulatory agencies including
Chinese Securities Regulatory Commission, or CSRC, if we fail to comply with their rules and regulations. Mainland China regulatory
authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change
in the value of our securities, including that it may cause the value of such securities to significantly decline or become worthless.
We may also be subject to mainland China laws relating to, among others, data security and restrictions over foreign investments due
to the complexity of the regulatory regime in mainland China, and the recent statements and regulatory actions by the mainland China
government relating to data security may affect our remaining business operations in China or even our ability to offer securities in
the United States. We are also subject to the risks and uncertainties about any future actions of the mainland China government that
could disallow the VIE structure, which would likely result in a material change in our operations and/or a material change in the value
of our securities, including causing the value of such securities to significantly decline or become worthless. See “Risk Factors-Risks
Relating to Our Corporate Structure” for more information.

The Company has attached the English
translation of below agreements as Exhibit A to this response letter, which were not filed with the 20-F as exhibits:

 (1) Exclusive Business Cooperation Agreement between Beijing WFOE and Beijing Ying
Zhong Tong dated October 15, 2021;

 (2) Power of Attorney Agreement between Tang Yue, Sun Jing, Beijing WFOE and Beijing
Ying Zhong Tong dated October 15, 2021;

 (3) Exclusive Call Option Agreement between Tang Yue, Sun Jing, Beijing WFOE and Beijing
Ying Zhong Tong dated October 15, 2021;

 (4) Equity Pledge Agreement concerning Beijing Ying Zhong Tong, between Sun Jing and
Beijing WFOE dated October 15, 2021;

 (5) Equity Pledge Agreement concerning Beijing Ying Zhong Tong, between Tang Yue and
Beijing WFOE dated October 15, 2021; and

 (6) Spouse Consent Letter of Tang Yue concerning Beijing Ying Zhong Tong dated October
15, 2021.

 4. We
                                            note your disclosure that the Cayman Islands holding company controls and receives the economic
                                            benefits of the VIE’s business operations through contractual agreements between the
                                            VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those agreements are designed
                                            to provide your WFOE with the power, rights, and obligations equivalent in all material respects
                                            to those it would possess as the principal equity holder of the VIE. We also note your disclosure
                                            that the Cayman Islands holding c

United States securities and exchange commission logo
September 22, 2023
Frank Fuya Zheng
Chief Financial Officer
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People’s Republic of China
Re:X Financial
Form 20-F
For the Fiscal Year Ended December 31 , 2022
Filed April 27, 2023
File No. 001-38652
Dear Frank Fuya Zheng:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Introduction, page iii
1.In future filings, clearly disclose how you will refer to the holding company, subsidiaries,
and VIEs when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of a VIE. For example, disclose, if true, that your
subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors own an interest. In addition to revised disclosure elsewhere, provide
narrative disclosure accompanying the organizational graphic on page 105 responsive to

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 September 22, 2023 Page 2
 FirstName LastName
Frank Fuya  Zheng
X Financial
September 22, 2023
Page 2
this comment. And revise the graphic to identify clearly the entity in which investors own
their interest and the entity(ies) in which the company’s operations are conducted. Please
include your proposed disclosure in your response letter.
2.In future filings, please revise your definition of "China" or "PRC" to remove the
exclusion of Hong Kong and Macau from this definition. Please include your proposed
disclosure in your response letter.
VIE Structure and Risks Relating to Our Corporate Structure, page 1
3.In future filings, please disclose prominently that you are not a Chinese operating
company but a Cayman Islands holding company with operations conducted by your
subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors. If true, disclose
that these contracts have not been tested in court. Explain whether the VIE structure is
used to provide investors with exposure to foreign investment in China-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never hold equity interests in the Chinese operating company.
Your disclosure should acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or a
material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless. Provide a cross-reference to
your detailed discussion of risks facing the company and the offering as a result of this
structure. Please include your proposed disclosure in your response letter. Please also file
as exhibits all of the relevant and material contracts. In this regard, we note agreements
identified on page 106 are not filed as exhibits.
4.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIE’s business operations through contractual agreements
between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE. We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIE. However, neither the investors in the holding company
nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIE. Accordingly, in future
filings, please refrain from implying that the contractual agreements are equivalent to
equity ownership in the business of the VIE. Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIE for accounting
purposes. Please also disclose, if true, that the VIE agreements have not been tested in a
court of law. Please include your proposed disclosure in your response letter.

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 September 22, 2023 Page 3
 FirstName LastName
Frank Fuya  Zheng
X Financial
September 22, 2023
Page 3
5.We note the statement about the Trial Measures on page 4 indicating that your operations
and your ability to raise or utilize funds could be materially and adversely affected if
you "fail to complete the filing with the CSRC in a timely manner or at all." Please revise
future filings to provide a statement of your intention to apply or, if you have applied, a
summary of the status of your application, including the dates when submitted or amended
and any relevant communications. Please provide draft disclosure.
6.We note the statement on page 169 that the PRC is "the applicable foreign jurisdiction
with respect to KPMG Huazhen LLP." In future filings, please disclose the location of
your auditor’s headquarters and whether and how the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related
regulations affect your company. Please provide draft disclosure.
Risks Associated with the Holding Foreign Companies Accountable Act, page 5
7.We note your disclosure about the Holding Foreign Companies Accountable Act. In future
filings, please expand your risk factors to disclose that the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, decreases
the number of consecutive “non-inspection years” from three years to two years, and thus,
reduces the time before your securities may be prohibited from trading or delisted. Update
your disclosure to describe the potential consequences to you if the PRC adopts positions
at any time in the future that would prevent the PCAOB from continuing to inspect or
investigate completely accounting firms headquartered in mainland China or Hong Kong.
Please include your proposed disclosure in your response letter.
Regulation, page 81
8.Please revise this section in future filings to explain whether and how each law, rule and
regulation has had, or may reasonably be expected to have, a material impact on your
business, operations or liquidity. As non-exclusive examples, we note the following:

•In the last paragraph on page 83 you state that online information service providers
must complete registration with local financial regulatory authorities and obtain
appropriate telecommunication business licenses, but you do not address whether
these requirements apply to you or whether you have completed such registrations or
obtained such licenses;
•In the second paragraph on page 84 you state that the Interim Measures stipulate that
information service providers shall not issue "financial products to raise fund or
acting as an agent to sell financial products."  It is unclear how your business does
not involve such information service provider products and services when you
facilitate "online purchasing," "secured loans," online "loan application," verification
of "applicant's information using multiple authentication technologies and internal
and external databases," and so forth;
• In the subsequent paragraph, you reference information service providers receiving a
12 month grace period, but you do not indicate whether you received such a grace

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 September 22, 2023 Page 4
 FirstName LastNameFrank Fuya  Zheng
X Financial
September 22, 2023
Page 4
period;
•You also reference on page 84 guidance provided on October 28, 2016 and state that
the CBRC authorizes local financial regulators to make "detailed implementation
rules regarding filing procedures." However, you do not address the extent to which
you are subject to any procedures or if there have been any updates since 2016;
•In the last paragraph on page 85 you reference activities prohibited by Circular 141,
but it is unclear why you are not deemed to "outsource core business such as user
information collection," "assist[ing] the banking financial institutions to participate in
peer-to-peer online lending," or "assist[ing] to match the loans for students of any
borrower unable to repay";
•In the second paragraph on page 94, you reference a July 7, 2022 publication by the
CAC, but you do not explain whether and how it has had or may have a material
impact on you; and
•On page 95 you discuss August 20, 2021 and September 17, 2021 publications by the
SCNP and CAC, respectively, but you do not explain whether or how they have had
or may have a material impact on you.

We note the third paragraph on page 87 states that you have taken "considerable
measures" to comply with a number of regulations and guidelines. You also give an
example. Please note that your revised disclosure should address each law, rule and
regulation on an individual basis, as material, instead of discussing their impact on a
combined basis. You should also provide sufficient detail instead of referring to
"considerable measures" having been taken. Please provide draft disclosure.
9.In this regard, in future filings, disclose each permission or approval that you, your
subsidiaries, or the VIEs are required to obtain from Chinese authorities to operate your
business. State whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China (CAC) or any other governmental agency that is required to
approve the VIE’s operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you, your
subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future. Please provide draft disclosure.
10.We note the statement on page 70 that you facilitated loans to 10,276,021 active
borrowers, "each of whom made at least one transaction" on your platform. Please provide
a legal analysis supporting the statements on page 93 that the PRC Data Security Law
does not apply to you and that you believe you are not an "online platform operator"
holding "more than one million users/users' individual information" and are not otherwise
a "critical information infrastructure provider."

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 September 22, 2023 Page 5
 FirstName LastNameFrank Fuya  Zheng
X Financial
September 22, 2023
Page 5
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and listing and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Item 5. Operating and Financial Review Prospects
Critical Accounting Policies, Judgement and Estimates, page 123
12.In future filings for applicable critical accounting estimate(s) including your allowance for
credit losses, please explain why each critical accounting estimate is subject to uncertainty
and, to the extent the information is material and reasonably available, how much each
estimate and/or assumption has changed over a relevant period, and the sensitivity of the
reported amounts to the material methods, assumptions and estimates underlying its
calculation. Ensure that the disclosure of your critical accounting estimate(s) is not a
repetition of your significant accounting policies. Refer to Item 5E of Form 20-F.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 169
13.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
14.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
15.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3), (b)(4), and (b)(5) are
provided for your “company or any of the consolidated foreign operating entities.” You
disclose on page 169 that the consolidated foreign operating entities are incorporated or
otherwise organized in the PRC; however, your list of subsidiaries in Exhibit 8.1 appears
to indicate that you have a subsidiary in Hong Kong. Please note that Item 16I(b) requires
that you provide disclosures for yourself and your consolidated foreign operating entities,
including variable interest entities or similar structures.

With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the

 FirstName LastNameFrank Fuya  Zheng
 Comapany NameX Financial
 September 22, 2023 Page 6
 FirstName LastName
Frank Fuya  Zheng
X Financial
September 22, 2023
Page 6
percentage of your shares or the shares of your consolidated operating entities owned by
governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
            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 Lory Empie at 202-551-3714 or Cara Lubit at 202-551-5

United States securities and exchange commission logo
November 10, 2020
Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Sheuzhen, 518067, The People's Republic of China
Re:X Financial
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed June 4, 2020
File No. 001-38652
Dear Mr. Tang:
            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 Finance

CORRESP
1
filename1.htm

October 26, 2020

Ms. Michelle Miller

Mr. Mark Brunhofer

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             X Financial

Form 20-F for Fiscal Year Ended December 31, 2019

Filed June 4, 2020

Comment Letter Dated September 14, 2020

File No. 001-38652

Dear Ms. Miller and Mr. Brunhofer:

We provide the following response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) dated September 14, 2020 with respect to the Form 20-F for the fiscal year ended December 31, 2019 of X Financial (the “Company”), which was filed on June 4, 2020 (the “2019 20-F”).

For your convenience, the Staff’s comments are repeated below in bold, followed by the Company’s responses to such comments.

Form 20-F for the Fiscal Year Ended December 31, 2019

Results of Operations

Net Revenues, page 94

1.              We note your response to prior comment 1 and your revised proposed disclosure that loan facilitation service fee under the direct model decreased from RMB 2,957.6 million to RMB 1,986 million in 2019 due to the fact that loans you facilitated in 2019 were funded by more institutional investors through intermediary model and funded through more newly established consolidated trusts administered by unrelated third-party trust companies. Please address the following:

·                  Enhance your proposed disclosure to address the impact of changes in government policy with regard to allowable investors and loan funding in 2019; and

·                  Enhance your proposed disclosure to explain why Xiaoying credit loan revenue of more than RMB 1,063 million facilitated through the direct model was forgone for less revenue recognized through the intermediary model and financing income combined, considering also the decline in outstanding loans facilitated from RMB 20,849 at December 31, 2018 to RMB 17,267 at December 31, 2019 as presented on page 52.

Provide us with your enhanced proposed disclosure.

Response: The Company respectively advises the Staff that financing income derived from the loans facilitated through Consolidated Trusts are recognized over the life of the underlying loans using the effective interest method instead of being recognized at which time the facilitation service is considered completed. As a result, the decrease in Xiaoying Credit Loan revenue under the direct model in 2019, as compared to such revenue under the direct model in 2018, was less than the increase in Xiaoying Credit Loan revenue under the intermediary model and financing income combined in 2019, taking into account a modest decline in the loan facilitation amount of Xiaoying Credit Loan.

The Company intends to include in the future filings of Form 20-F the following enhanced disclosure to replace the current disclosure on page 94 of the 2019 20-F: “Loan facilitation service fee under the direct model decreased from RMB2,957.6 million in 2018 to RMB1,986.0 million (US$285.3 million) in 2019. The decrease was primarily due to (i) our gradual shift in funding from individual investors to institutional investors since early 2019 in response to the enhanced regulatory restrictions in the online consumer financing industry, as a result of which more loans were funded by institutional investors through newly established Consolidated Trusts where the revenue associated with such Consolidated Trusts were recorded as financing income over the life of the underlying loans using the effective interest method instead of being recognized at which time the facilitation service is considered completed, and (ii) a decrease in the loan facilitation amount of Xiaoying Credit Loan as a percentage of our total loan facilitation amount from 88.5% in 2018 to 75.6% in 2019, the service fee rates of which are generally higher than other products.”

The Company also intends to include in the future filings of Form 20-F the following enhanced disclosure in “Risk factors—Risks Relating to Our Business and Industry—Our platform requires adequate funding and access to adequate lending capital on terms acceptable to us cannot be assured”: “Beginning from late 2018, the local PRC governments gradually slowed down its acceptance and review of the application for the registration as an online lending information intermediary as required under the Interim Measures. We made a gradual shift with respect to funding sources from individual investors to institutional investors since early 2019 in response to the enhanced regulatory restrictions in the online consumer financing industry. In late December 2019, the government began to implement a regulatory policy encouraging companies that previously applied for the online lending information intermediary registration to obtain an online microcredit company permit instead. This change in policy has an implication that we will be no longer legally allowed to provide intermediary service to individual investors directly. Since January 2020, we have ceased funding from our individual investors through Xiaoying Wealth Management platform. In the future, we plan to further diversify our funding sources with a focus on institutional investors, such as banks, trust funds, and micro-lending companies.”

Disaggregation of Revenues, page F-17

2.              We note from your response to prior comment 1, that funding sources can directly impact revenues recognized. In future filings, please enhance your disaggregated revenues to disclose revenues by funding source, e.g. individual investors, corporate investors, institutional funding partners. Refer to ASC 606-10-50-5. Provide us with your enhanced proposed disclosure.

Response: According to ASC 606-10-50-5, an entity shall disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company respectfully advises the Staff that either through the direct model or intermediary model, the Company acts as an intermediary to connect investors and borrowers and charges a service fee to borrowers. The Company determined the total transaction price to be the service fees which are chargeable from the borrowers. There is no gain or loss on the sale for the transfer of loans under intermediary model (non-trust model). Net revenue of facilitation service and post-origination service under intermediary model was recognized based on the transaction price in the same manner as net revenue of facilitation service and post-origination service under the direct model. The service fee is affected by a variety of factors, including the borrowers’ creditworthiness and ability to repay, the competitive landscape of the industry, the Company’s access to funding sources of loans it facilitates, regulatory requirements, changes in product and service mix and changes to borrower engagement initiatives.

2

Under the non-trust model, revenues were recorded as loan facilitation service fee under either direct model or intermediary model depending whether the Company initially provides credit to borrowers using its own funds through an intermediary and subsequently selling the loans. Whether the funding source comes from individual investors or corporate investors or institutional investors has little impact on the nature, amount or timing of the revenues recognized or any cash flows related.  Moreover, the Company actively expanded institutional funding and achieved 100% institutional funding for the new loans facilitated by the end of the second quarter of 2020. Therefore, the Company believes that further disaggregation of loan facilitation service fees by funding sources from individual investors or corporate investors or institutional investors under non-trust model does not necessarily serve the purpose of helping investors understand the Company’s financial performance.

For the loans facilitated through the Consolidated Trusts, the fees the Company charges, including interest income and service fees generated from providing the loan facilitation, guarantee and post-origination services to the investors of the Consolidated Trusts, are recognized as financing income over the life of the underlying loans using the effective interest method, which have already been differentiated from loan facilitation service fees in the 2019 20-F.

Other revenue primarily includes penalty fees for loan prepayment and late payment, administration fee for transferring loans between investors on the Company’s platform, commission fees for introducing borrowers to other platforms, membership fee and commission fees from Xiaoying Online Mall, which are not relevant to the funding sources.

Note 2. Summary of Significant Accounting Policies

Loans Receivable from Xiaoying Credit Loans and Revolving Loans, page F-25

3.              We note your response to prior comment 2 and that loan receivables from Xiaoying Credit Loans and Xiaoying Revolving Loans represent loans you acquired from unaffiliated third parties who were the initial lenders acting as the intermediary and that while you do not intend to retain these loans, because they do not have an associated credit enhancement provided by qualified institutional partners such as ZhongAn, they are currently not marketable. Please enhance your proposed disclosure to clarify the following:

·                 When and how you acquired these loans;

·                 Your basis for concluding that these loans are not prohibited under the Interim Measures;

·                 That you believe these loans are not marketable to others without credit enhancements;

·                 The weighted average term of the underlying loans;

·                 That these loans are not covered under the New ZhongAn Model since you state that for most newly facilitated Xiaoying Card Loans and Xiaoying Revolving Loans your exposure is limited to the contractual guarantee fee; and

·                 How the acquisition of these loans is reflected in your cash flow statement.

3

Response: The Company intends to include in the future filings of Form 20-F the following enhanced disclosure with respect to the accounting policies regarding loans receivables from Xiaoying Credit Loans and Xiaoying Revolving Loans:

“For those loans that the Group provides credits to borrowers using its own fund but fail to have certain marketing plans to transfer, they are accounted for as loans receivables from Xiaoying Credit Loans and Xiaoying Revolving Loans at amortized cost.

“As of December 31, 2019, loans that were unable to be transferred to external investors in a transaction qualifying for sale accounting amounted to RMB289,553,016 (US$41,591,688) and were recorded in “Loans receivable from Xiaoying Credit Loans and Xiaoying Revolving Loans” in the consolidated balance sheet.

“Loans receivables from Xiaoying Credit Loans and Xiaoying Revolving Loans refer to those loans that the Group acquired from unaffiliated third parties who were the initial lenders of such loans. The Group believes that acquiring loans from unaffiliated third parties is not prohibited under the Interim Measures on Administration of Business Activities of Online Lending Information Intermediaries (the “Interim Measures”) because the Interim Measures prohibit an online finance information intermediary from providing its own funds to borrowers on the platform directly but do not prohibit an online finance information intermediary acquiring loans from others. The Group acquired loans from unaffiliated third parties who were the initial lenders of such loans in 2019. Such loans had a weighted average term of 10 months and a remaining weighted average term of 7 months as of December 31, 2019. The loans were initially recognized as “Loans held for sale” as the Group did not have intention to retain such loans. The loans were not covered by any credit enhancement from qualified institutional partners. And the Group had no ability to transfer out the loans without recourse to the Group due to the illiquid market. Therefore, as of December 31,2019, the Group reclassified loans held for sale to loans receivables from Xiaoying Credit Loans and Xiaoying Revolving loans after reassessing its ability to transfer these loans. The acquisition and the collection of the loans was reflected in “Origination of loans held for sale” and “Sales and maturity of loans held for sale” in the cash flow statement.”

Note 4. Prepaid Expenses and Other Current Assets, page F-35

4.              We note your response to prior comment 4. Please address the following:

·                 You state that with regard to the two loans for which you acquired the earnings rights, that Jiangxi Ruijing has no earning rights and takes no risks related to the underlying loans. Tell us and enhance future filings, who is obligated legally to absorb the credit risk and how it is recognized;

·                 We note that in 2019 you recognized an impairment loss of RMB 12,538,280 on your long-term investments, presumably related to Jiangxi Ruijing as well as a gain from equity in affiliates, net of tax, of RMB 17,459,899. Tell us and enhance future filings to explain the basis for the impairment despite the current period gain and disclose the amount of your underlying equity in net assets in Jiangxi Ruijing. Refer to ASC 323-10-50-3(a)(3); and

·                 You state that the loans are secured by pledged shares of the borrower’s controlling shareholder and that the corresponding value of cash and securities on balance sheet of that company are much higher than the loan principal. Please disclose the amount of pledged shares, the percentage of pledged shares to related total outstanding shares and the net equity of the company for which you received the pledged shares.

4

Response: With respect to the Staff’s comment in the first bullet point, the Company intends to include the following enhanced disclosure in footnote (2) under note 4 (“Prepaid expenses and other current assets”) to the consolidated financial statements in the future filings of Form 20-F: “Based on the earnings right transfer agreement, the Group obtains the contractual right to receive principal and interest payments of the underlying loans through the transfer of earnings rights from Jiangxi Ruijing and is obligated legally to absorb the credit risk. Therefore, the Group recognized the earning rights as other receivable under ‘Prepaid expenses and other current assets’.”

With respect to the Staff’s comment in the second bullet point, the Company respectfully advises the Staff that the impairment recognized in 2019 was not related to Jiangxi Ruijing but another associate of the Company. There is no difference between the amount at which Jiangxi Ruijing is carried and the amount of the underlying equity in net assets. The Company intends to clarify in the future filings of Form 20-F with the following revised disclosure under note 2 (“Summary of significant accounting policies—Long-term investments”) to the consolidated financial statements: “During the year ended December 31, 2019, the Group fully impaired an equity investment in a PRC private company which mainly operates computer services, advisory, and car leasing &financing, amounting to RMB12,538,280 (US$1,801,011), as the investee was unable to sustain an earnings capacity that would justify the carrying amount of the investment and the Group considered that such impairment is other than temporary.”

With respect to the Staff’s comment in the third bullet point, the Company intends to clarify in the future filings of Form 20-F with the following enhanced disclosure under note 4 (“Prepaid expenses and other current assets”) to the consolidated financial statements: “The total number

United States securities and exchange commission logo
September 14, 2020
Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Sheuzhen, 518067, The People's Republic of China
Re:X Financial
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed June 4, 2020
File No. 001-38652
Dear Mr. Tang:
            We have reviewed your August 31, 2020 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
August 11, 2020 letter.
Form 20-F for the Fiscal Year Ended December 31, 2019
Results of Operations
Net Revenues, page 94
1.We note your response to prior comment 1 and your revised proposed disclosure that loan
facilitation service fee under the direct model decreased from RMB 2,957.6 million to
RMB 1,986 million in 2019 due to the fact that loans you facilitated in 2019 were funded
by more institutional investors through intermediary model and funded through more
newly established consolidated trusts administered by unrelated third-party trust
companies.  Please address the following:

•Enhance your proposed disclosure to address the impact of changes in government

 FirstName LastNameYue (Justin) Tang
 Comapany NameX Financial
 September 14, 2020 Page 2
 FirstName LastNameYue (Justin) Tang
X Financial
September 14, 2020
Page 2
policy with regard to allowable investors and loan funding in 2019; and
•Enhance your proposed disclosure to explain why Xiaoying credit loan revenue of
more than RMB 1,063 million facilitated through the direct model was forgone for
less revenue recognized through the intermediary model and financing income
combined, considering also the decline in outstanding loans facilitated from RMB
20,849 at December 31, 2018 to RMB 17,267 at December 31, 2019 as presented on
page 52.

Provide us with your enhanced proposed disclosure.
Disaggregation of Revenues, page F-17
2.We note from your response to prior comment 1, that funding sources can directly impact
revenues recognized.  In future filings, please enhance your disaggregated revenues to
disclose revenues by funding source, e.g. individual investors, corporate investors,
institutional funding partners.  Refer to ASC 606-10-50-5.   Provide us with your
enhanced proposed disclosure.
Note 2. Summary of Significant Accounting Policies
Loans Receivable from Xioaying Credit Loans and Revolving Loans, page F-25
3.We note your response to prior comment 2 and that loan receivables from Xiaoying Credit
Loans and Xiaoying Revolving Loans represent loans you acquired from unaffiliated third
parties who were the initial lenders acting as the intermediary and that while you do not
intend to retain these loans, because they do not have an associated credit enhancement
provided by qualified institutional partners such as ZhongAn, they are currently not
marketable.  Please enhance your proposed disclosure to clarify the following:

•When and how you acquired these loans;
•Your basis for concluding that these loans are not prohibited under the Interim
Measures;
•That you believe these loans are not marketable to others without credit
enhancements;
•The weighted average term of the underlying loans;
•That these loans are not covered under the New ZhongAn Model since you state that
for most newly facilitated Xiaoying Card Loans and Xiaoying Revolving Loans your
exposure is limited to the contractual guarantee fee; and
•How the acquisition of these loans is reflected in your cash flow statement.
Note 4. Prepaid Expenses and Other Current Assets, page F-35
4.We note your response to prior comment 4.  Please address the following:

•You state that with regard to the two loans for which you acquired the earnings
rights, that Jiangxi Ruijing has no earning rights and takes no risks related to the

 FirstName LastNameYue (Justin) Tang
 Comapany NameX Financial
 September 14, 2020 Page 3
 FirstName LastName
Yue (Justin) Tang
X Financial
September 14, 2020
Page 3
underlying loans.  Tell us and enhance future filings, who is obligated legally to
absorb the credit risk and how it is recognized;
•We note that in 2019 you recognized an impairment loss of RMB 12,538,280 on your
long-term investments, presumably related to Jiangxi Ruijing as well as a gain from
equity in affiliates, net of tax, of RMB 17,459,899.   Tell us and enhance future
filings to explain the basis for the impairment despite the current period gain and
disclose the amount of your underlying equity in net assets in Jiangxi Ruijing.  Refer
to ASC 323-10-50-3(a)(3); and
•You state that the loans are secured by pledged shares of the borrower's controlling
shareholder and that the corresponding value of cash and securities on balance sheet
of that company are much higher than the loan principal.  Please disclose the amount
of pledged shares, the percentage of pledged shares to related total outstanding shares
and the net equity of the company for which you received the pledged shares.
            You may contact Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
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August 31, 2020

Ms. Michelle Miller

Mr. Mark Brunhofer

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             X Financial

Form 20-F for Fiscal Year Ended December 31, 2019

Filed June 4, 2020

Comment Letter Dated August 11, 2020

File No. 001-38652

Dear Ms. Miller and Mr. Brunhofer:

We provide the following response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) dated August 11, 2020 with respect to the Form 20-F for the fiscal year ended December 31, 2019 of X Financial (the “Company”), which was filed on June 4, 2020 (the “2019 20-F”).

For your convenience, the Staff’s comments are repeated below in bold, followed by the Company’s responses to such comments.

Form 20-F for Fiscal Year ended December 31, 2019

Business Overview

Funding, page 62

1.                   On pages, 11, 62 and 95, you state that since February 2018, you have shifted the strategy to focus on loan facilitation services through the direct model. However on page 94 you state that the decrease in loan facilitation service fees under the direct model was due to a continuing strategy in 2019 to attract more institutional investors through the intermediary model and cooperation with unrelated third-party trust companies. Please reconcile these statements and clarify in future filings. Provide us with your proposed revisions.

Response: The Company respectfully advises the Staff that as disclosed in the 2019 20-F, focusing on loan facilitation services through the direct model is the Company’s strategy since February 2018 and loan facilitation service fees under the direct model accounted for the largest portion of the total net revenue in both 2018 and 2019. In addition to the Company’s strategy with respect to its loan facilitation model, the Company also has the strategy with respect to its funding sources, which is to attract more institutional investors. As disclosed on pages 10, 49, 62, 87 and 92 in the 2019 20-F, out of the total funding for loans the Company facilitated, funding from institutional investors increased from 9.2% in 2018 to 26.6% in 2019. Institutional investors may invest their funds in the loans facilitated under direct model and/or intermediary model, depending on their investment strategies. In 2019, loans the Company facilitated were funded by more institutional investors through intermediary model and funded through more newly established consolidated trusts administered by unrelated third-party trust companies, where relevant revenue was recognized as financing income. As a result, as compared to 2018, loan facilitation service fee under the direct model decreased while both loan facilitation service fee under the intermediary model and financing income increased in 2019.

The Company intends to clarify in the future filings of Form 20-F with the following revised disclosure: “Loan facilitation service fee under the direct model decreased from RMB2,957.6 million in 2018 to RMB1,986.0 million (US$285.3 million) in 2019. The decrease was primarily due to the fact that loans we facilitated in 2019 were funded by more institutional investors through intermediary model and funded through more newly established consolidated trusts administered by unrelated third-party trust companies.”

Note 2. Summary of Significant Accounting Policies

Loans Receivable from Xiaoying Credit Loans and Revolving Loans, page F-25

2.                   You disclose that Xiaoying Credit and Revolving loans are loans funded by you that you have not been able to transfer to investors which are accounted for at amortized cost. Please address the following:

·                       Provide to us and enhance future filings, the disclosures required by ASC 310-10-50 consistent with your disclosures of accounts receivable and contract assets;

·                       Tell us why you have not accounted for these loans as held for sale in accordance with ASC 310-10-35-48 since you state on page F-17 that these loans are yet to be transferred to external investors; and

·                       Tell us and clarify in future filings why the funding of these loans is not prohibited under the Interim Measures you disclose in the risk factor on page 18 that made you cease partially financing certain undersubscribed loans with your own funds completely in April 2017.

Response:

In response to the Staff’s comments in the first bullet point above, the Company has prepared below disclosures of Xiaoying Credit Loan and Revolving Loan required by ASC 310-10-50, consistent with the disclosures of accounts receivable and contract assets. The Company intends to include these disclosures in the future filings of Form 20-F.

The following table presents the loans receivable from Xiaoying Credit Loans and Revolving Loans originated and retained by the Company as of December 31,2019:

As of December 31, 2019

As of December 31, 2019

RMB

US$

Loans receivable   from Xiaoying Credit Loans and Revolving Loans

314,262,484

45,140,981

Allowance for   loans receivable from Xiaoying Credit Loans and Revolving Loans

(24,709,468

)

(3,549,293

)

Loans receivable   from Xiaoying Credit Loans and Revolving Loans, net

289,553,016

41,591,688

The following tables present the movement of provision for loans receivable from Xiaoying Credit Loans and Revolving Loans as of December 31, 2019:

As of  December
   31, 2018

Add: Provision for loans receivable
   from Xiaoying Credit Loans and Revolving Loans

Less: Charge-off

As of December
   31, 2019

RMB

RMB

RMB

RMB

—

37,643,244

(12,933,776

)

24,709,468

As of  December
   31, 2018

Add: Provision for loans receivable
   from Xiaoying Credit Loans and Revolving Loans

Less: Charge-off

As of December
   31, 2019

US$

US$

US$

US$

—

5,407,113

(1,857,820

)

3,549,293

2

The following table presents the aging of loans receivable from Xiaoying Credit Loans and Revolving Loans as of December 31, 2019:

As of December
   31, 2019
   Aging

Not past-due

1 - 30 days

30 - 60 days

60 - 90 days

90 - 180 days

Total

RMB

RMB

RMB

RMB

RMB

RMB

Total

277,155,955

8,776,811

7,639,377

6,224,580

14,465,760

314,262,484

As of December
   31, 2019
   Aging

Not past-due

1 - 30 days

30 - 60 days

60 - 90 days

90 - 180 days

Total

US$

US$

US$

US$

US$

US$

Total

39,810,962

1,260,710

1,097,328

894,105

2,077,875

45,140,981

With respect to the Staff’s comments in the second bullet point above, the Company respectfully advises the Staff that loans receivables from Xiaoying Credit Loans and Xiaoying Revolving Loans refer to those loans that the Company provides credits to borrowers using its own fund through an intermediary first to enhance borrowers’ service satisfaction. The Company does not have intention to retain such loans. However, for certain loan products without credit enhancement provided by qualified institutional partners such as ZhongAn, there were no appropriate external investors who would acquire those loans without recourse to the Company. In the foreseeable future, the Company does not have the ability to transfer out the loans in a transaction that qualifies for sale accounting in accordance with ASC 860. Therefore, the Company did not account for these loans as held for sale.

The Company intends to clarify in the future filings of Form 20-F with the following revised disclosure: “As of December 31, 2019, loans that were unable to be transferred to external investors in a transaction qualifying for sale accounting amounted to RMB 289,553,016 (US$41,591,688) and were recorded in “Loans receivable from Xiaoying Credit Loans and Xiaoying Revolving Loans” in the consolidated balance sheet.”

With respect to the Staff’s comments in the third bullet point above, the Company respectfully advises the Staff that the loans receivables from Xiaoying Credit Loans and Xiaoying Revolving Loans do not involve the activities that are prohibited under the Interim Measures as disclosed in the risk factor on page 18. According to the Interim Measures, online finance information intermediaries, including the Company, are not allowed to act as lenders providing their own funds to borrowers on the P2P platform directly. Therefore, the Company has completely ceased such practices on its P2P platform since April 2017. The Company’s funding for the loans receivables from Xiaoying Credit Loans and Xiaoying Revolving Loans was not conducted on its P2P platform, but conducted through acquiring loans from unaffiliated third parties who were the initial lenders of such loans acting as the intermediary. Although the Company does not have the intention to retain the loans at the outset, due to the more stringent regulatory measures, the loan transfers in the market have been less active than previous years, which makes the Company has no ability to sell the loans immediately or in the near term after the acquisition. The Company does not believe that such acquiring loans from existing lenders are prohibited under the Interim Measures, but the Company cannot assure you that such practice will not be deemed by the PRC authorities as illegally providing loans to the general public or illegally granting loans without the PBOC’s permit as disclosed in the section “Item 3. Key Information—3.D. Risk Factors—We finance certain loans offered with our own funds, which may subject us to regulatory risks” on page 18 of the Form 20-F.

3

Loan Receivable from Xiaoying Housing Loans, net, page F-25

3.                   You state that upon default of Xiaoying Housing Loans and after compensating the investor or ZhongAn for the defaulted loan principal and interest and attainment of creditors rights to the underlying loan, you recognize a loan receivable based on the present value of the expected amount to be collected from the collateral right, which approximates its acquisition cost. Please tell us the authoritative guidance that supports your accounting policy, including your consideration of the guidance in ASC 310-40-40-3 and ASC 310-30, and revise future filings accordingly

Response: The Company respectfully advises the Staff that for Xiaoying Housing Loan, the Company provides guarantee or joint guarantee with ZhongAn to the investor for the borrower’s default and consequently the borrower is required to provide a collateral, usually a property, to the Company. Upon default of the loan, the Company compensates the investor or ZhongAn for defaulted loan principal and interest and obtains the creditor’s right of the underlying loan. Subsequently, the Company exercises its collateral right over the property on the underlying loan to recover the compensation amount it has paid to the investor or ZhongAn.

ASC 310-40-40-3 relates to the scenario where a creditor receives long-lived assets that will be sold from a debtor in full satisfaction of a receivable. The Company considered that this guidance is not applicable for Xiaoying Housing Loan, since the Company only has the collateral right over the underlying property, rather than the legal title of it.

ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality applies to all loans with evidence of deterioration of credit quality since origination acquired by completion of a transfer for which it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. The Company acquired Xiaoying Housing Loan in the event of the borrower’s default, and was unable to timely collect the contractual cashflows according to the original repayment schedule, which was an obvious evidence of deterioration of credit quality at acquisition.

When applying ASC310-30, the Company recognizes loans receivable from Xiaoying Housing Loans based on the present value of all cash flows expected at acquisition. Valuation allowances are established subsequent to acquisition of the loans, reflecting only those losses incurred after acquisition— that is, the present value of all cash flows expected at acquisition that ultimately are not to be received.

Since Xiaoying Housing Loans were all secured by properties whose value is higher than the loan principal, upon initial acquisition, the Company estimated that its compensation to the investor or ZhongAn, which approximates the loans acquisition cost, can be recovered by the proceeds from exercising the collateral right over properties. Therefore in F-25, the Company stated that “Loan receivable from Xiaoying Housing Loans is recorded based on the present value of the expected amount to be collected from the exercise of the collateral right, which approximates its acquisition cost”. For subsequent measurement, allowance for loan receivable is established through periodic charges to the provision for loan receivable from Xiaoying Housing Loan when the Company believes that the future collection of defaulted loan principal and interest is unlikely.

Note 3. Fair value of Assets and Liabilities

Financial Guarantee Derivative, page F-31

4.                   We note that your financial guarantee derivative asset primarily represents guarantee service fees to be collected. Please provide us proposed revised disclosure to be included in future filings that addresses the following:

·                       Disaggregates activity by annual loan originations, for example for 2019 disclosures separately present activity for 2017, 2018 and 2019;

4

·                       Explains why guarantee service fees received from borrowers increased from RMB 358.2 million 2018 to RMB 719.9 million in 2019 whereas related total net revenues, accounts receivable and related outstanding loans decreased; and

·                       Explains how the estimated default rate declined from 11.06% in 2018 to 10.13% in 2019 but compensation paid to ZhongAn for defaulted loans in 2019 is greater than estimated payment to ZhongAn based on the pre-agreed Cap.

Response:

In response to the Staff’s comments in the first bullet point above, the Company has prepared the proposed disclosures in the following table and will revise the corresponding disclosures in the future filings of Form 20-F.

The following table sets forth the Group’s financial guarantee derivative movement activities for the years ended December 31, 2018 and 2019 respectively:

For loans facilitated in

For loans facilitated in

2017

2018

Total

Year ended December 31, 2018

RMB

RMB

RMB

Balance at   December 31, 2017

53,260,916

—

53,260,916

Estimated   payment to ZhongAn based on the pre-agreed Cap (1)

—

1,784,817,072

1,784,817,072

Less: Initially   estimated net guarantee service fee to be collected (2)

—

1,607,696,701

1,607,696,701

Add : Subsequent   changes in estimated net guarantee service fee to be collected for   outstanding loans   (3)

5,413,833

18,437,098

23,850,931

Change in fair   value of financial guarantee derivative

5,413,833

195,557,469

200,971,302

Add: Guarantee   service fee received from borrowers

159,811,884

860,051,384

1,019,863,268

Less:   Compensation paid to ZhongAn

218,486,633

1,413,858,766

1,632,345,399

Balance at   December 31, 2018

—

(358,249,913

)

(358,249,913

)

Potential   maximum undiscounted amount payable (Remaining estimated payment to ZhongAn   based on the pre-agreed Cap at December 31, 2018) (A)

—

370,958,304

370,958,304

Changes in fair   value related to balance outstanding at December 31, 2018

—

108,540,263

108,540,263

For loans facilitated in

For loans facilitated in

2018

2019

Total

Total

Year ended December 31, 2019

RMB

RMB

RMB

USD

Balance at   December 31, 2018

(358,249,913

)

—

(358,249,913

)

(51,459,380

)

Estimated   payment to ZhongAn based on the pre-agreed Cap (1)

—

2,270,629,689

2,270,629,689

3

CORRESP
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August 24, 2020

Ms. Michelle Miller

Mr. Mark Brunhofer

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                                             X Financial

Form 20-F for Fiscal Year Ended December 31, 2019

Filed June 4, 2020

Comment Letter Dated August 11, 2020

File No. 001-38652

Dear Ms. Miller and Mr. Brunhofer:

X Financial (the “Company”) acknowledges receipt of a comment letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC” or the “Commission”) dated August 11, 2020 with respect to the Form 20-F for the fiscal year ended December 31, 2019, which was filed on June 4, 2020.

The Company has carefully reviewed and considered the Staff’s comments, and is in the process of preparing a response to these comments. Regrettably, the Company believes that it will not be in a position to respond to the Staff’s comments within ten business days, as requested by the Staff. It would need additional time to collect sufficient information and perform thorough analysis. The Company expects to be in a position to respond to the Staff’s comments by September 4, 2020 and appreciates the Staff’s accommodation in this regard.

Should you have any questions regarding the foregoing or require any additional information, please do not hesitate to contact me at +86 13910503629 (frank.zheng@xiaoying.com) or Mr. Li He of Davis Polk & Wardwell LLP at +852 2533 3306 (li.he@davispolk.com). Thank you very much for your assistance.

Sincerely,

/s/ Frank Fuya Zheng

Name:

Frank Fuya Zheng

Title:

Chief Financial Officer

cc:                                Li He, Davis Polk & Wardwell LLP

7-8F, Block A, Aerospace Science and Technology Plaza

No. 168, Haide Third Avenue, Nanshan District

Shenzhen, 518067, the People’s Republic of China

United States securities and exchange commission logo
August 11, 2020
Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Sheuzhen, 518067, The People's Republic of China
Re:X Financial
Form 20-F for the Fiscal Year Ended December 31, 2019
Filed June 4, 2020
File No. 001-38652
Dear Mr. Tang:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2019
Business Overview
Funding, page 62
1.On pages, 11, 62 and 95, you state that since February 2018, you have shifted the strategy
to focus on loan facilitation services through the direct model.  However on page 94 you
state that the decrease in loan facilitation service fees under the direct model was due to a
continuing strategy in 2019 to attract more institutional investors through the intermediary
model and cooperation with unrelated third-party trust companies.  Please reconcile these
statements and clarify in future filings.  Provide us with your proposed revisions.

 FirstName LastNameYue (Justin) Tang
 Comapany NameX Financial
 August 11, 2020 Page 2
 FirstName LastNameYue (Justin) Tang
X Financial
August 11, 2020
Page 2
Note 2. Summary of Significant Accounting Policies
Loans Receivable from Xiaoying Credit Loans and Revolving Loans, page F-25
2.You disclose that Xiaoying Credit and Revolving loans are loans funded by you that you
have not been able to transfer to investors which are accounted for at amortized cost.
Please address the following:
•Provide to us and enhance future filings, the disclosures required by ASC 310-10-50
consistent with your disclosures of accounts receivable and contract assets;
•Tell us why you have not accounted for these loans as held for sale in accordance
with ASC 310-10-35-48 since you state on page F-17 that these loans are yet to be
transferred to external investors; and
•Tell us and clarify in future filings why the funding of these loans is not prohibited
under the Interim Measures you disclose in the risk factor on page 18 that made you
cease partially financing certain undersubscribed loans with your own funds
completely in April 2017.
Loan Receivable from Xiaoying Housing Loans, net, page F-25
3.You state that upon default of Xiaoying Housing Loans and after compensating the
investor or ZhongAn for the defaulted loan principal and interest and attainment of
creditors rights to the underlying loan, you recognize a loan receivable based on the
present value of the expected amount to be collected from the collateral right, which
approximates its acquisition cost.  Please tell us the authoritative guidance that supports
your accounting policy, including your consideration of the guidance in ASC 310-40-40-3
and ASC 310-30, and revise future filings accordingly.
Note 3. Fair value of Assets and Liabilities
Financial Guarantee Derivative, page F-31
4.We note that your financial guarantee derivative asset primarily represents guarantee
service fees to be collected.  Please provide us proposed revised disclosure to be included
in future filings that addresses the following:

•Disaggregates activity by annual loan originations, for example for 2019 disclosures
separately present activity for 2017, 2018 and 2019;
•Explains why guarantee service fees received from borrowers increased from RMB
358.2 million 2018 to RMB 719.9 million in 2019 whereas related total net revenues,
accounts receivable and related outstanding loans decreased; and
•Explains how the estimated default rate declined from 11.06% in 2018 to 10.13% in
2019 but compensation paid to ZhongAn for defaulted loans in 2019 is greater than
estimated payment to ZhongAn based on the pre-agreed Cap.

 FirstName LastNameYue (Justin) Tang
 Comapany NameX Financial
 August 11, 2020 Page 3
 FirstName LastNameYue (Justin) Tang
X Financial
August 11, 2020
Page 3
Loans at Fair Value and Payable to Investors at Fair Value, page F-33
5.Please tell us and enhance future filings to address the following:

•Why there is a significant difference between the origination of loan principal of
RMB4,938.2 million for loans at fair value and initial contribution of RMB4,313
million for payable to investors at fair value;
•Why there is a significant difference between the collection of principal of
RMB2,961.9 million including reinvestment of principal of RMB708.5 million for
loans at fair value and principal payment of RMB1,306.7 million for payable to
investors at fair value and where the difference is recognized on the consolidated
balance sheet; and
•Why the significant unobservable input of net cumulative expected loss rates used to
calculated the loans and payable to investor at fair value is different than the
estimated default rate utilized determining the fair value of the financial guarantee
derivative.
Note 4. Prepaid Expenses and Other Current Assets, page F-35
6.From disclosure on page F-27, we note that in 2018, you invested RMB225 million in
cash for 15% equity interest of Jiangxi Ruijing through a contractual agreement with the
nominal shareholder whereby you obtained all associated shareholder rights.  Please
address the following:

•Tell us why within five months of making a RMB225 million investment in Jiangxi
Ruijing, you acquired only the earning rights of two loans from Jiangxi Ruijing for a
total of RMB380 million and not the underlying loans;
•Tell us the economic benefit to Jiangxi Ruijing of retaining the underlying loans
without the earning rights;
•Tell us why the loans are secured by pledged shares and not the underlying loans; and
•Tell us why Jiangxi Ruijing ceased providing guarantee service to your platform in
November 2018 when it only entered into the cooperation agreement in March
2018.
Note 10. Related Party Balances and Transactions, page F-38
7.We note that in 2019, you transferred loan portfolios with an aggregate amount of
RMB108.7 million to Zijinzhonghao (Zhejiang) Investment Co., Ltd. (“ZJZH”), an entity
controlled by Mr. Tang Yue.  Please tell us how you accounted for the transfer and
provide the supporting authoritative guidance.

 FirstName LastNameYue (Justin) Tang
 Comapany NameX Financial
 August 11, 2020 Page 4
 FirstName LastName
Yue (Justin) Tang
X Financial
August 11, 2020
Page 4
            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 Michelle Miller at 202-551-3368 or Mark Brunhofer at 202-551-3638 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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September 17, 2018

VIA EDGAR

Mr. Michael Clampitt

Office of Financial Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             X Financial (CIK No. 0001725033)

Registration Statement on Form F-1, as amended (File No. 333-227065)

Registration Statement on Form 8-A (File No. 001-38652)

Dear Mr. Clampitt:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, X Financial (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended (the “Registration Statement”) be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on September 18, 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, as amended, covering the American depositary shares representing ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

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

The Company understands that the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

The Company hereby acknowledges the following:

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

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

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

[Signature page follows]

2

Very truly yours,

X Financial

By:

/s/ Yue (Justin) Tang

Name:

Yue (Justin) Tang

Title:

Chief Executive Officer and Chairman

[Signature Page to Issuer Acceleration Request]

CORRESP
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September 17, 2018

Deutsche Bank Securities Inc.

60 Wall Street, 2nd Floor

New York, New York 10005

United States

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

United Kingdom

as representatives of the several underwriters

VIA EDGAR

Mr. Michael Clampitt

Office of Financial Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             X Financial (CIK No. 0001725033)

Registration Statement on Form F-1, as amended (File No. 333- 227065)

Registration Statement on Form 8-A (File No. 001-38652)

Dear Mr. Clampitt:

We hereby join X Financial (the “Company”) in connection with its request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time, on September 18, 2018, or as soon thereafter as 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, through the date hereof, approximately 722 copies of the Company’s preliminary prospectus dated September 12, 2018 were distributed to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

Very truly yours,

As representative of the several underwriters

DEUTSCHE BANK SECURITIES   INC.

By:

/s/ Francis Windels

Name:

Francis Windels

Title:

Managing Director

By:

/s/ Stephen Lambrix

Name:

Stephen Lambrix

Title:

Director

[Signature Page to Underwriters’ Acceleration Request]

Very truly yours,

As representative of the several underwriters

MORGAN STANLEY &   CO.
   INTERNATIONAL PLC

By:

/s/ Daniel Wetstein

Name:

Daniel Wetstein

Title:

Managing Director

[Signature Page to Underwriters’ Acceleration Request]

CORRESP
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New York

Paris

Northern California

Madrid

Washington DC

Tokyo

São Paulo

Beijing

London

Hong Kong

Davis Polk &   Wardwell LLP

美   国 达 维 律 师 事 务 所

86 10 8567 5000 tel

2201 China World Office   2

86 10 8567 5123 fax

1 Jian Guo Men Wai Avenue

北京市朝阳区建国门外大街1号

Chaoyang District

国贸写字楼2座2201室

Beijing 100004

September 12, 2018

Re:                             X Financial (CIK No. 0001725033)

Registration Statement on Form F-1 (File no. 333-227065)

Mr. Michael Clampitt

Office of Financial Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Mr. Clampitt:

On behalf of our client, X Financial (the “Company”), a company incorporated under the laws of the Cayman Islands, we submit to the staff (the “Staff”) of Securities and Exchange Commission (the “Commission”) this letter in connection with the Company’s registration statement on Form F-1 initially filed on August 28, 2018, as amended on September 10, 2018 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing its amendment No. 2 to the Registration Statement (the “Amended Registration Statement”) and certain exhibits via EDGAR with the Commission.

To facilitate your review, we have separately delivered to you four courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement, and two copies of the submitted exhibits.

The Company plans to request that the Staff declare the effectiveness of the Registration Statement on September 18, 2018 and file the joint acceleration requests on September 14. As such, we would be grateful if the Staff could respond promptly with additional comments, if any, on the Amended Registration Statement prior to the contemplated public offering and greatly appreciate the Staff’s continuing assistance and support in meeting the timetable.

*                                         *                                         *                                         *

If you have any questions regarding this submission, please contact me at +86-10-8567-5005 (li.he@davispolk.com) and/or Ran Li at +86-10-8567-5013 (ran.li@davispolk.com).

Yours   sincerely,

/s/ Li He

Li He

cc:                                Mr. Yue (Justin) Tang, Chief Executive Officer

Mr. Jie (Kevin) Zhang, Chief Financial Officer

X Financial

Ms. Dan Ouyang, Esq.

Mr. Weiheng Chen, Esq.

Mr. Steven V. Bernard, Esq.

Wilson Sonsini Goodrich & Rosati

Deloitte Touche Tohmastu Certified Public Accountants LLP

2

Mail Stop 4720

September 7, 2018

Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Registration Statement on Form F-1
Filed August 28, 2018
  File No. 333 -227065

Dear Mr. Tang :

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 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
provid e in response to these comments, we may have additional comments.

General

1. We note that Section 7.7 of the Form of Deposit Agreement (Exhibit 4.3) contains an
irrevocable waiver of jury trial.   Please revise your description of American Depositary
Share s to disclose this provision and to state that such a provision may limit a
shareholder's ability to bring a claim in a manner that it finds favorable for disputes with
the company and its directors, officers or other employees.  Please also add a separate ly
captioned risk factor addressing the impact of your jury trial waiver provision on
investors.

Yue (Justin) Tang
X Financial
September 7, 2018
Page 2

 Summary of Significant Accounting Policies

Revenue Recognition, page F -16

2. We note your response to comment 2.   Please revise to label the allowance for dou btful
accounts of RMB 8,099,152 and RMB 175,799,647 as of December 31, 2016 and 2017,
respectively, parenthetically on the face of the consolidated balance sheets "as restated".

We remind you that the company and its management are responsible for the ac curacy
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 Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if
you have questions regarding comments on  the financial statements and related matters.  Please
contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Era Anagnosti

for Michael Clampitt
Senior Counsel
Office of Financial Services

cc:  Li He, Esq.

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New York
   Northern California
   Washington DC
   São Paulo
   London

Paris
   Madrid
   Tokyo
   Beijing
   Hong Kong

Davis   Polk & Wardwell LLP
 2201 China World Office 2
   1 Jian Guo Men Wai Avenue
   Chaoyang District
   Beijing 100004

美  国  达  维  律  师  事  务  所
 北京市朝阳区建国门外大街1号
 国贸写字楼2座2201室

86 10 8567 5000   tel
   86 10 8567 5123 fax

September 10, 2018

Re:                             X Financial (CIK No. 0001725033)

Responses to the Staff’s Comments on the Registration Statement on Form F-1 Filed on August 28, 2018 (File no. 333-227065)

Mr. Michael Clampitt

Office of Financial Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Mr. Clampitt:

On behalf of our client, X Financial, an exempted company incorporated 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 September 7, 2018 on the Company’s registration statement on Form F-1 filed on August 28, 2018 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is filing its amendment No. 1 to the registration statement on Form F-1 (the “Amended Registration Statement”) and certain exhibit via EDGAR to the Commission. On behalf of the Company, we wish to thank you and other members of the Commission for your prompt response to the Company’s request for comments.

To facilitate your review, we have separately delivered to you today four courtesy copies of the Amended Registration Statement, marked to show changes to the Registration Statement.

The Company has responded to all of the Staff’s comments by revising the Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold, followed by the Company’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Amended Registration Statement where the language addressing a particular comment appears.

The Company currently contemplates to launch the offering, subject to the Staff’s comments and market conditions, on or around September 12, 2018. The Company plans to request that the Staff declare the effectiveness of the Registration Statement on September 18, 2018 and file the joint acceleration requests on September 14. As such, we would be grateful if the Staff could respond promptly with additional comments, if any, on the Amended Registration Statement prior to the contemplated public offering and greatly appreciate the Staff’s continuing assistance and support in meeting the timetable.

*                                         *                                         *                                         *

General

1.              We note that Section 7.7 of the Form of Deposit Agreement (Exhibit 4.3) contains an irrevocable waiver of jury trial. Please revise your description of American Depositary Shares to disclose this provision and to state that such a provision may limit a shareholder’s ability to bring a claim in a manner that it finds favorable for disputes with the company and its directors, officers or other employees. Please also add a separately captioned risk factor addressing the impact of your jury trial waiver provision on investors.

In response to the Staff’s comment, the Company included disclosure on page 233 of the Amended Registration Statement to clarify that the waiver of the right to jury trial would apply to claims under the U.S. federal securities laws to the extent permitted by law. The Company has also included a risk factor on pages 75 and 76 of the Amended Registration Statement regarding the impact of the “Jury Trial Waiver” clause in the deposit agreement on the rights of ADS holders, whereby 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.

Summary of Significant Accounting Policies

Revenue Recognition, page F-16

2.              We note your response to comment 2. Please revise to label the allowance for doubtful accounts of RMB 8,099,152 and RMB 175,799,647 as of December 31, 2016 and 2017, respectively, parenthetically on the face of the consolidated balance sheets “as restated”.

In response to the Staff’s comment, the Company has revised its disclosures on pages F-3, F-64, F-76 and F-78 of the Amended Registration Statement.

2

If you have any questions regarding this submission, please contact me at +86-10-8567-5005 (li.he@davispolk.com) and/or Ran Li at +86-10-8567-5013 (ran.li@davispolk.com).

Thank you for your time and attention.

Yours   sincerely,

/s/ Li He

Li He

cc:                                Mr. Yue (Justin) Tang, Chief Executive Officer

Mr. Jie (Kevin) Zhang, Chief Financial Officer

X Financial

Ms. Dan Ouyang, Esq.

Mr. Weiheng Chen, Esq.

Mr. Steven V. Bernard, Esq.

Wilson Sonsini Goodrich & Rosati

Deloitte Touche Tohmastu Certified Public Accountants LLP

3

CORRESP
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New York
   Northern California
   Washington DC
   São Paulo
   London

Paris
   Madrid
   Tokyo
   Beijing
   Hong Kong

Davis   Polk & Wardwell LLP

2201 China World Office 2
   1 Jian Guo Men Wai Avenue
   Chaoyang District
   Beijing 100004

美  国  达  维  律  师  事  务  所

北京市朝阳区建国门外大街1号
 国贸写字楼2座2201室

86 10 8567 5000   tel

86 10 8567 5123 fax

August 28, 2018

Re:

X Financial (CIK No. 0001725033)
   Responses to the Staff’s Comments on the Draft Registration Statement on   Form F-1 Confidentially Submitted on August 14, 2018

Confidential

Mr. Michael Clampitt

Office of Financial Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Dear Mr. Clampitt:

On behalf of our client, X Financial, an exempted company incorporated 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 August 21, 2018 on the Company’s draft registration statement on Form F-1 confidentially submitted on August 14, 2018 (the “Draft Registration Statement”). Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits via EDGAR to the Commission. On behalf of the Company, we wish to thank you and other members of the Commission for your prompt response to the Company’s request for comments.

To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement, marked to show changes to the Draft Registration Statement.

The Company has responded to all of the Staff’s comments by revising the Draft Registration Statement to address the comments, by providing an explanation if the Company has not so revised the Draft Registration Statement, or by providing supplemental information as requested. The Staff’s comments are repeated below in bold, followed by the Company’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Registration Statement where the language addressing a particular comment appears.

The Company currently contemplates to launch the offering, subject to market conditions, on or around September 13, 2018. As such, we would be grateful if the Staff could respond promptly with additional comments, if any, on the Registration Statement prior to the contemplated public offering.

*                                         *                                         *                                         *

Recent Developments, page 7

1.              Please disclose how you define active borrowers and active investors for the month ended July 31, 2018 and if the definition is different from the six months ended June 30, 2018 as disclosed on page 1. Please discuss any material trends concerning active borrowers and active investors in the month ended July 31, 2018.

The Company respectfully advises the Staff that the definition of active borrowers and active individual investors for the month ended July 31, 2018 are the same to that for the six months ended June 30, 2018. The Company has added such definition under the Prospectus Summary—Recent Developments. Please refer to the revised disclosure on page 9 of the Registration Statement. The Company also discussed the material trends concerning active borrowers and active individual investors in the month ended July 31, 2018. Please refer to the additional disclosure on pages 9 and 10 of the Registration Statement.

Summary of Significant Accounting Policies

Revenue Recognition, page F-16

2.              We note your response to comment 1. While the correction of the error did not result in a change to previously reported net income, we note that the correction resulted in an increase to total net revenue of 10% for 2017 as well as a change in the allowance for bad debts as a percentage of accounts receivable as of December 31, 2017, from 0% to 14%. Please provide us with your analysis of the materiality of the error under SAB 99 to support your current presentation. Alternatively, revise to provide the disclosures for a correction of an error in previously issued financial statements in accordance with ASC 250-10-50-7 and label the financial statements “as restated” for each year presented. In addition, the report of your independent registered public accounting firm should include a paragraph referring to the restatement and related disclosure.

The Company respectfully advises the Staff that the Company concluded previously that the error under SAB 99 was not material based on comprehensive analyses considering both quantitative and qualitative factors.  The Company acknowledges that considerable judgment is required in determining the materiality of the impact and as such in light of the Staff’s comment, the Company has revised its disclosures to represent correction of an error to its previously issued financial statements in accordance with ASC 250-10-50-7 and labelled the financial statements ‘as restated’ for each year presented. The auditor’s report has also been revised to include a paragraph referring to the restatement and related disclosures.

2

Please also refer to the disclosure with respect to restatement on pages 20, 47, 48, 94, 107, 113, 114, 117, 124 and 256 of the Registration Statement.

Accounts receivable and contract assets and allowance for uncollectible accounts receivable and contract assets, pages F-29 & F-76

3.              We note from your accounting policy disclosure on page F-29 that, “uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when you have determined the balance will not be collected and is eligible for tax deduction.” We also note from your allowance rollforward on pages F-32 and F-78 that you have not recognized any write-off for uncollectible accounts for the periods presented. Please address the following:

·                  Tell us why you have charged-off related loans more than 180 days but not the related fees;

The Company respectfully advises the Staff that the operational metrics disclosed which assume the charge-off of loans which are delinquent for more than 180 days is an operational policy decision to monitor the loan portfolio and to calculate loan delinquency ratios, and is also in line with industry practice. Even though a loan is charged-off for purposes of this operational metric, the Company does not necessarily cease collection activities related to the loans and associated service fees from the borrowers. The Company implements collection policies and practices to optimize the repayment process based on the nature, significance and aging of the loan which includes phone calls, text messages, in-person visits and lawsuits depending on the magnitude of the default. The Company does not charge off the receivables of the related fees until all reasonable collection efforts had been exhausted and they are eligible to claim bad debt expense deduction for income tax purposes. The Company believes the difference between the charge off of loans in determining the operational metric disclosed and the actual charge off of the related fees receivable does not have material impact on the financial statements.  The Company will continue to closely monitor the collection process and refine its charge off accounting policy as necessary in the future.

·                  Tell us how you consider historical losses in the determination of your allowance; and

The Company respectfully advises the Staff that given the collectability of the service fees is directly correlated with the collectability of the underlying loan principal and interest from the borrowers, the Company has estimated the allowance for service fees primarily based on the expected net default rates for each product type, consistent with the input used in determining the fair value of guarantee liabilities for that loan product.

3

·                  Provide a level of granularity to your significant accounting policies disclosed starting on page F-29 to allow a reader of the financial statements to understand how the allowance for accounts receivable was determined in the periods presented.

In response to the Staff’s comment, the Company has revised its significant accounting policies on the allowance for accounts receivable and contract assets in F-29.

4.              Reconcile overdue RMB 1,129,707 at December 31, 2016 and RMB 49,327,158 at December 31, 2017 disclosed in the narrative disclosure on page F-31 to the total past due of RMB 1,187,089 at December 31, 2016 and RMB 58,355,215 at December 31, 2017 disclosed in the aging of past due accounts receivable tables on page F-31, and revise as necessary.

The Company respectfully advises the Staff that the overdue amounts disclosed in the narrative disclosure on page F-31 were incorrect. In response to the Staff’s comment, the Company has removed the narrative disclosure on page F-31 given that the table already represents the aging of past due accounts receivable.

If you have any questions regarding this submission, please contact me at +86-10-8567-5005 (li.he@davispolk.com) and/or James C. Lin at +852-2533-3368 (james.lin@davispolk.com).

Thank you for your time and attention.

Yours   sincerely,

/s/ Li He

Li He

cc:

Mr. Yue (Justin) Tang, Chief Executive Officer

Mr. Jie (Kevin) Zhang, Chief Financial Officer

X Financial

Ms. Dan Ouyang, Esq.

Mr. Weiheng Chen, Esq.

Mr. Steven V. Bernard, Esq.

Wilson Sonsini Goodrich & Rosati

Deloitte Touche Tohmastu Certified Public   Accountants LLP

4

Mail Stop 4720

August 21, 2018

Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Amendment No. 6 to
Draft Registration Statement on Form F -1
Submitted August 14 , 2018
  CIK No. 0001725033

Dear Mr. Tang :

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 su bmitting
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 re sponse.

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.

Recent Developments, page 7

1. Please disclose how you define active borrowers and active investors for the month ended
July 31, 2018 and if the definition is different from the six months ended June 30, 2018
as disclosed on page 1.  Please discuss any material trends concerning active borrowers
and active inv estors in the month ended July 31, 2018.

Yue (Justin) Tang
X Financial
August 21, 2018
Page  2

Summary of  Significant Accounting Policies

Revenue Recognition, page F -16

2. We note your response to comment 1.  While the correction of the error did not result in a
change to previously reported net income, we note that the correction resulted in an
increase to total net revenue of 10% for 2017 as well as a change in the allowance for bad
debts as a percentage of accounts receivable as of December 31, 2017, from 0% to 14%.
Please provide us with your analysis o f the materiality of the error under SAB 99 to
support your current presentation.  Alternatively, revise to provide the disclosures for a
correction of an error in previously issued financial statements in accordance with ASC
250-10-50-7 and label the fina ncial statements "as restated" for each year presented.  In
addition, the report of your independent registered public accounting firm should include
a paragraph referring to the restatement and related disclosure .

Accounts receivable and contract ass ets and allowance for uncollectible accounts receivable and
contract assets, pages F -29 & F -76

3. We note from your accounting policy disclosure on page F -29 that, “uncollectible
accounts receivable are written off when a settlement is reached for an amount that is less
than the outstanding historical balance or when you have determined the balance will not
be collected and is eligible for tax deduction.”  We also note from your allowance
rollforward on pages F -32 and F -78 that you have not recognized any wri te-off for
uncollectible accounts for the periods presented.  Please address the following:

 Tell us why you have charged -off related  loans more than 180 days but not the related
fees;

 Tell us how you consider historical losses in the determination of y our allowance; and

 Provide a level of granularity to your significant accounting policies disclosed
starting on page F -29 to allow a reader of the financial statements to understand how
the allowance for accounts receivable was determined in the periods p resented.

4. Reconcile overdue RMB 1,129,707 at December 31, 2016 and RMB 49,327,158 at
December 31, 2017 disclosed in the narrative disclosure on page F -31 to the total past
due of RMB 1,187,089 at December 31, 2016 and RMB 58,355,215 at December 31,
2017 d isclosed in the aging of past due accounts receivable tables on page F -31, and
revise as necessary.

Yue (Justin) Tang
X Financial
August 21, 2018
Page  3

You may contact Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if
you have questions regarding comments on the financial stateme nts and related matters.  Please
contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financial Services

cc:  Li He, Esq.

Mail Stop 4720

August 6, 2018

Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Amendment No. 5 to
Draft Registration Statement on Form F -1
Submitted July 2, 2018
  CIK No. 0001725033

Dear Mr. Tang :

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.

Note 2.  Summary of Significant Accounting Policies

Revenue Recognition, page F -16

1. We note your response to comment 7 and object to your conclusion that the investor is
your only customer under the direct model .  Our objection is based upon the t erms of
your contracts with the borrowers.   Please revise your regist ration statement and financial
statements accordingly.

Yue (Justin) Tang
X Financial
August 6, 2018
Page  2

 Note 4.  Fair value of assets and liabilities, pages F -38 and F-72

2. We note your response to comment 9.  Please address the following:

 You state that your contractual obligation to ZhongAn is calculated as the lesser of
(1) the contractual guarantee service fees you are entitled to collect from the
borrowers for the loans facilitated during the current period on an aggregated basis; or
(2) the principal amount of such loans facilitated during the period on an annualized
basis multiplied by the pre -agreed Rate with ZhongAn.   Tell us the circumstances in
which the principal amount of such loans facilitated during the period on an
annualized basis multiplied by the pre -agreed Rate with ZhongAn would ever be
greater than or less than the contractual guarantee service fees you are entitled to
collect from the borrowers for the loans facilitated during the current period on an
aggregated basis;

 Disclose that the determination of the change in fair value of the financial  guarantee
derivative includes updated estimated net guarantee service fees to be collected for all
outstanding loans, including those originated in prior periods and disclose whe re this
is captured in the  derivative guarantee liability at March 31, 2018;

 For loans originated in prior periods, disclose the remaining  estimated payment to
ZhongAn based on the pre -agreed Cap and the revised estimated net guarantee
service fee to be c ollected;

 Provide us with the journal entries you record  at loan origination related to your
guarantee contract accounted for as a guarantee liability; and

 Tell us the accounting literature that supports the offsetting of your contractual
obligation to  ZhongAn with guarantee services fees to be collected from your
borrowers considering th at they are unrelated parties.

You may contact Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financial Services

cc:  Li He, Esq.

Mail Stop 4720

June 26, 2018

Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Amendment No. 4 to
Draft Registration Statement on Form F -1
Submitted June 2 1, 2018
  CIK No. 0001725033

Dear Mr. Tang :

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.

General

1. We note that throughout the registration statement, exclud ing revenue related disclosures,
you use the term “customers” to refer to borrowers.   Tell us your basis for referring to the
borrower as customer and how this aligns with the underlying contracts with the
borrowers.

Yue (Justin) Tang
X Financial
June 26, 2018
Page  2

 Delinquency Rate by Vintage, page 9 9

2. You state that under the New ZhongAn Model, the delinquency rates of your loan
products do not directly impact your financial statements after September 2017.  Please
address the following:

 Considering your obligation to compensate ZhongAn up to an agreed upon
percentage of the principal at loan facilitation - which is renegotiated quarterly based
on actual defaults - and the change in fair value of the related financial guarantee
derivative of RMB 46.1M or 32% of net income for the period ending March 31,
2018, please revise your disclosure to address this inconsistency.

 Enhance your Discussion of Key Balance Sheet Items on page 112 to explain what
drove the period -over-period increases in  your derivative liabilities.

Loss of Contingent Liabilities, page 109

3. We note your response to comment 3 and that the loss of contingent liabilities of RMB
182.6M was primarily due to the fact that Xiaoying Card Loan borrowers were not able
to borrow from other online lending platforms to fund their repayments due to tightening
industry regulations which included the prohibition of “cash loans.”  Please address the
following:

 Clarify within the stages of your Transaction Process as disclosed on page 1 56, how
you evaluate a borrower’s ability to fund repayment obligations, including how you
consider the risk of future borrower indebtedness;

 Enhance your risk factor discussions on pages 31 and 32 to discuss the material
impact to your financial statemen ts as a result of the loss contingent guarantee
liabilities recognized for the periods ending December 31, 2017 and March 31, 2018
due to borrowers inability to obtain cash loans to fund repayments and banking
policies requiring  increased working capital; and

 Add a Risk Factor addressing the risk to the industry and investors of borrowers’
practice of borrowing from other online lending platforms to fund their repayments
and the resulting potential impact to your business and financial statements.

Guara ntee Liabilities, page 111

4. We acknowledge your response to comment 4.  We note that you attribute the period over
period increase in your guarantee liabilities from December 31, 2016 to December 31,
2017 partially to the change in delinquency rate.  Consi dering that net payouts - which
represent borrower defaults net of amounts subsequently collected from the borrower -
drove the change in your guarantee liability as reflected on page F -46, please revise your

Yue (Justin) Tang
X Financial
June 26, 2018
Page  3

 disclosure to address how the period over perio d change in net payouts contributed to the
period over period change in guarantee liabilities.

Note 2.  Summary of Significant Accounting Policies, page F -9

Revenue Recognition, page F -16

5. We note in Section 4.1 of the Service Agreement between you and the investor a
description of contingent fee from the investor.  Please provide to us a description of the
economics of the fee, how the amount of the fee is calculated, and how you account fo r
the fee.  In addition, provide us with an illustration of such a fee to demonstrate how it
operates.  Last, tell us where you recognize revenue for this fee and the amount of
revenue recognized for the periods presented in your recent DRS/A.

6. We underst ood from Section 2.2 of the Consulting Service Agreements with the borrower
and Section 3.1 of the Loan Contracts between the borrower and the investor that the
borrower is aware of the fee charged by you and by the investor, respectively, under each
agree ment and considers each fee when making a financing decision.  Please clarify the
total fee that the borrower considers when making his or her financing decision.  For
example, is the borrower only legally obligated to pay the stated interest rate to the
investor (from which the Company’s service fee is deducted) or is the borrower legally
obligated to pay both the stated interest rate to the investor and the service fee to the
Company? Please point us to the contractual terms that dictate the fees the borr ower
considers when making a financing decision.

7. The Consulting Service Agreements (e.g., Sections 1.2 and 2.1) with the borrower appear
to indicate that you perform a matching service for the borrower that conveys a benefit to
the borrower in exchange fo r a fee.  Please reconcile for us the contractual terms of your
agreements with your accounting conclusion under ASC 606 that the borrower is not a
customer.  Include in your response a step -by-step illustration of the life of the loan that
shows the fees assessed, the payments made by each party, and the timing of each
payment.  In addition – and acknowledging your response to comment 45 in your letter
dated February 28, 2018 – include an illustration of a loan defaulted by a borrower, along
with an explana tion as to whether you have the ability to pursue collection from the
borrower for amounts owed to you under the Consulting Services Agreement in situations
where the borrower defaults before ever making a payment.

8. We understood from our conference call o n June 19, 2018, that you combine the
contracts between you and the investor and you and the borrower when accounting for
revenue from contracts with customers.

 Please explain to us how you considered the guidance in ASC 606 -10-25-9 in
determining that these contracts may be combined when the investor and borrower
are not the same customer (or related parties of the customer);

Yue (Justin) Tang
X Financial
June 26, 2018
Page  4

 Please help us understand the effects on your financial reporting if you do not
combine contracts. To this end, we understood fr om our conference call on June 19,
2018, that one effect would be a gross -up of revenues and bad debt expense on the
income statement and of accounts receivable and an allowance for bad debts on the
balance sheet.  Please explain to us any other effects, a s well as how you would
determine the amount of fee that is from the borrower that would be subject to the
gross -up versus the amount of fee that is from the investor that would be subject to
implicit price concession.

Note 4.  Fair Value of Assets and Li abilities, page F -40 & F -73

9. We note your response to comment 7 and your disclosure on page F-17 in which you
state that your contractual obligation at any time is limited to the lower of (1)  total
amount of guarantee fees contractually required to be coll ected from the borrowers for
such loans facilitated during the current period on an aggregated basis, and (2)  a certain
percentage of the total principal of the loans facilitated as pre -agreed with ZhongAn (the
"Cap").  Please address the following:

 Disclose why your guarantee derivative liability includes the difference between the
Cap and the total amount of guarantee fees contractually due, net of estimated
defaults and prepayments, and not the lower of as disclosed ;

 Disclose that your contractual o bligation of total guarantee fees contractually required
to be collected from the borrowers for such loans facilitated during the current period
on an aggregated basis, is net of estimated defaults, and prepayments;

 You disclose that total Xiaoying Card L oan products related to the guarantee
derivative liabilities facilitated during the three months ended March 31, 2017 was
RMB 6,209,207,944.  Please confirm and revise accordingly that such loans relate to
the three months ended March 31, 2018; and

 Disclose the underlying calculation of the estimated payment to ZhongAn based on
the pre -agreed Cap of RMB 487,476,969 and discuss why such amount does not
equal total Xiaoying Card loan products for the three months ended March 31, 2018
at the applied Cap  rate of 8.62%.

Note 8.  Guarante e Liabilities, pages F -45 & F -80

10. Please revise your next amendment to include the reconciliation provided in response to
comment 8.

Yue (Justin) Tang
X Financial
June 26, 2018
Page  5

 You may contact Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Michael Clampitt

Michael Clampitt
Senior Counsel
Office of Financi al Services

cc:  Li He, Esq.

Mail Stop 4720

June 15 , 2018

Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Amendment No. 3 to
Draft Registration Statement on Form F -1
Submitted May  31, 2018
  CIK No. 0001725033

Dear Mr. Tang :

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.

General

1. We are still evaluating your responses to several comments , including comments 6, 19
and 58 of our letter dated February 5, 2018, and comment 13 of our letter dated May 24,
2018.

Yue (Justin) Tang
X Financial
June 15 , 2018
Page  2

 Results of Operations

Loan Facilitation Service -Direct Model and Loan Facilitation Service -Intermediary Model, page
101

2. Please revise your next amendment to quantify the impact on loan facilitation service fees
from the cessation of the online intermediary model and offline intermediary model in
your discussion of results of operations.

Loss of Contingent Guarantee Liabil ities, page 106

3. You state that, in December 2017, there was a significant change in the regulatory
environment with the release of Circular 141 and Circular 57 and the tightening of
industry regulations resulted in an unexpected short -term volatility of b orrower credit
performance across the industry, especially on products with a shorter term and small
loan balance such as Xiaoying Card Loans.  Please disclose how the tighter industry
regulations contributed to increased defaults and why the impact was gr eater on shorter -
term loans.

Guarantee Liabilities, page 111

4. We note you attribute the period over period increase in your guarantee liabilities from
December 31, 2016 to December 31, 2017 partially to the change in delinquency rate.
Considering that net payouts , which represent s borrower defaults net of amounts
subsequentl y collected from the borrower, appeared to drive the change in your guarantee
liability as reflected on page F -46, please revise your disclosure to also address how the
period over  period change in net payouts contributed to the period over period change in
guarantee liabilities.

Note 2.  Summary of Significa nt Accounting Policies

Revenue Recognition, page F -16

5. You disclose on page F -16 that, according to the contractual agreem ent with the
borrower, upon inception of the loan, you have the unconditional right to the entire
service fee regardless of whether subsequent post -origination or guarantee services are
provided by you or the timing of repayment of the loan.  We note on pa ge F-23, that you
disclose that you do not have the unconditional right to the consideration at the loan
inception and that since September 2017 you record a contract asset when recognizing
revenue from facilitation service.  Please reconcile these disclos ures in your next
amendment.

6. We note your response to comment 15 and that the Cap for payments from you to
ZhongAn increased from 3.8% at December 31, 2017 to 8.46% at March 31, 2018 as a

Yue (Justin) Tang
X Financial
June 15 , 2018
Page  3

 result of an increase in defaults.  Please revise to disclose the  Cap of 8.46% in the first
quarter of 2018 in your next amendment.

Note 4.  Fair Value of Assets and Liabilities, pages F -40 and F -73

7. You state that under the new agreement with ZhongAn, your exposure is limited to the
lower of (1)  total contractual guarantee fees to be collected from Xiaoying Card loan
borrowers for loans facilitated during the period or (2)  a pre -agreed percentage (the
"Cap") of the total principal for Xiaoying Card loans fac ilitated during the period.  Please
address the following:

 Disclose what drove the RMB 46,114,106 change in fair value of your financial
guarantee derivative from December 31, 2017 to March 31, 2018;

 Disclose why you have included guarantee fees recei ved but not contractual
guarantee fees to be collected from borrowers in the determination of the derivative
liability and rollforward;

 Disclose how you have captured the impact of the Cap in the determination of the
derivative liability;

 Disclose total  Xiaoying Card loans related to the guarantee derivative liability
facilitated during the respective periods;

 Disaggregate guarantee fees received from borrowers and compensation paid to
ZhongAn by vintage;

 Disclose the contractual guarantee fees to be c ollected from the borrowers for loans
facilitated by vintage;

 Disaggregate the maximum potential undiscounted future payments you would be
required to make of RMB 566,145,428 by vintage;

 Disclose the maximum potential payment to ZhongAn based on the pre -agreed Cap
by vintage; and

 Reconcile the Xiaoying Card loan outstanding loan balances for the periods presented
to the total outstanding loan balance for Xiaoying Card loans disclosed on page 139.

Refer to ASC 815 -10-50-4K.

Yue (Justin) Tang
X Financial
June 15 , 2018
Page  4

 Note 7.  Guarantee Liabilities, pages F -45 & F -78

8. You disclose on page F -47 that the maximum potential undiscounted future payment that
you would be required to make is the outstanding balance of loans facilitated by you,
including the loans at fair value held by the Consol idated Trusts.   Please reconcile the
maximum undiscounted future payments that you would be required to make  (estimated
at RMB 10.6 billio n at December 31, 2017 and RMB 5.5 billion at March 31, 2018) to
total loans outstanding as disclosed on page 139 and disaggregate by loan type.

9. We note for the period ending March 31, 2018, you recognized an incremental contingent
liability of RMB 92,894,820 or 86% of the guarantee liability relating to Xiaoying
Preferred loans at January 1, 2018 due to the tightened li quidity environment as a result
of the release of a series of new regulations.  Please tell us and disclose why the related
estimated default rate of 3.10% did not change from December 31, 2017 to March 31,
2018 despite the incremental contingent liability  recognized in Q1  ‘18.

10. We note that  beginning in March 2018, Jiangxi Ruijing, an equity investee, will provide
guarantee service for an identified portfolio of loans facilitated on your platform and
engages directly with the borrowers and investors.  Pl ease specifically identify the loans
that Jiangxi guarantees, including the related original and outstanding balance.

11. Please revise your next amendment to summarize, in a tabular format, all of your
guarantee agreements, including the terms of the agree ments, the types of loans
guaranteed, the principal balance of loans guaranteed, how you monitor the financial
condition and credit quality of guarantors (credit rating, financial strength, etc.), and any
other information about these agreements that would  be useful to an investor.

You may contact Michelle Miller at (202) 551 -3368 or David Irving at (202) 551 -3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc:  Li He, Esq.

Mail Stop 4720

May 24, 2018

Yue (Justin) Tang
Chief Executive Officer and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Amendment No. 2 to
Draft Registration Statement on Form F -1
Submitted May  4, 2018
  CIK No. 0001725033

Dear Mr. Tang :

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.

General

1. Considering that you will enhance disclosures in future amendments and provide
responses to comments below, we will reevaluate your response to several comments,
including comments 6 and 19 and  comment  58 in our letter dated February 5, 2018, once
those disclosures and responses are provided.

Yue (Justin) Tang
X Financial
May 24, 2018
Page  2

Manage ment's Discussion and Analysis of Financial Condition and Results of Operations

Loan Performance, page 95

2. We note you discuss throughout your filing, including in your risk factor on page 30, that
if you are unable to maintain low delinquency rates for transactions facilitated by you,
your business and results of operations may be materially and adversely affected and that
historical rates may not be indicative of future results.  We also note delinquencies drive
defaults of principal and interest and th e guarantee provision which increased from RMB
110.2 million in 2016 to RMB 857.8 million in 2017.  Please address the following:

 Enhance your disclosure to discuss how delinquency rates impact defaults of
principal and interest and or the guarantee provi sion;

 Disclose defaults of principal and interest and or the guarantee provision as a
percentage of respective loans facilitated for the periods presented and explain related
trends; and

 Enhance your risk factor discussion to also discuss the impact of a ctual defaults of
principal and interest to your business.

3. We note from your disclosure on page 156, that the credit risk level for loans rated A &
B, your lower risk ratings, increased from a total of 57% in 2016 to 74.2% in 2017 and
the credit risk le vel for loans rated C & D, your higher risk ratings, decreased from 43%
in 2016 to 25.8% in 2017.  Tell us and disclose the relationship between your credit risk
levels and delinquency, including why the percentage of higher risk loans decreased from
2016 to 2017 but your delinquency rates increased from 2016 to 2017.

Discussion of Key Balance Sheet Items, page 106

4. You state that guarantee liabilities increased from RMB 100.7 million in 2016 to RMB
545.2 million, primarily due to the increase in your tr ansaction volume.  Please disclose
how the increase in delinquency rates, change in product mix, credit profile of the
underlying borrower and the year -over-year change in the loss emergence period
contributed to the increase.

Liquidity and Capital Resour ces, page 107

5. Please enhance your disclos ure to address the impact on your liquidity and working
capital for all related party transactions in both 2016 and 2017 as disclosed on page F -44.

Yue (Justin) Tang
X Financial
May 24, 2018
Page  3

Critical Accounting Policies, Judgments and Estimates

Guarantee liabilities, page 118

6. Please update your discussion to reflect the terms of your agreement with ZhongAn
subsequent to September 2017, including the impact to each loan product and your non -
obligatory intentions for future compensation.

Busine ss

Our Partnership with ZhongAn, page 153

7. We note your disclosure that 95.1% of the loan products you facilitated as of December
31, 2017 were covered by the credit insurance products provided by ZhongAn .  We
further note your disclosure that the protection offered by ZhongAn’s insurance policy
significantly enhances the confidence of your investors and business partners, and if the
provision of services by ZhongAn become limited, restricted, or are rendered less
effective or more expensiv e, your business may be materially and adversely affected.
Please tell us and disclose the following:

 How you monitor the financial condition and credit quality of ZhongAn;

 ZhongAn’s credit rating; and

 Zhon gAn’s financial strength, including its ability to pay insured claims, considering
the recent changes to your arrangement whereby ZhongAn is now fully liable for
credit risk for Xiaoying Preferred loans.

Credit Insurance, page 153

8. You state that, in add ition to ZhongAn’s insurance protection, Shenzhen Tangren, your
consolidated VIE with the financing guarantee license, also provides a guarantee for
certain loans you facilitate to protect investors against defaults for both the principal and
interest.  Pl ease tell us and disclose the specific loan population that Shenzhen Tangren
provides a guarantee  and the terms of their guarantee .

Risk Management

Credit Scoring and Pricing, page 156

9. Tell us and disclose how your credit risk levels for Xiaoying Card  loans correlate to the
likelihood of default.

Yue (Justin) Tang
X Financial
May 24, 2018
Page  4

Management, page 179

10. We note that you have identified three independent directors who will become directors
upon effectiveness of this registration statement.  Please file consents for Messrs. Rong,
Xue and Zhang or advise.  Refer to Rule 438 of Regulation C for further guidan ce.

Notes to the consolidated financial statements for the years ended December 31, 2016 and 2017

Note 2.  Summary of Significant Accounting Policies

Consolidated Trusts, page F -12

11. Please disaggregate Loans at fair value by product consistent with your  guarantee
liabilities rollfoward.

Revenue Recognition, page F -16

12. We note your respo nse to comment 18.  Please tell us and disclose the following:

 On page F -16, you state that you charge a portion of service fees upfront for certain
products  which are deducted from the loan proceeds at loan origination, and the
remaining fees are collected on a monthly basis.  In your Direct and Intermediary
Model discussions you state service fees are collected on a monthly basis in equal
payments for most p roducts and for certain selected products, the upfront fee is
deducted from loan proceeds at origination and the remaining consideration is
collected in equal payments on a monthly basis.  Please reconcile these statements,
clarifying for each product, whe n each service fee is due and collected;

 Enhance your disclosure to disaggregate upfront fees collected by product.  Consider
disclosing in a table format; and

 Update your disclosure, including the Direct Model and Intermediary Model, to
discuss the impact of the amended agreement with ZhongAn in September 2017 on
your guarantee fees, by product, as applicable.

13. Please  provide us with copies, in English, of all  agreements between you and the
borrower, you and the investor and the borrower and investor.

14. Please disclose the impact to your Xiaoying Preferred Loan guarantee fees as a result of
your revised arrangement with ZhongAn subsequent to September 2017.

15. You state in September 2017 you revised your arrangement with ZhongAn related to
Xiaoying Card Loans and your obligation at any time is capped at a certain percentage of

Yue (Justin) Tang
X Financial
May 24, 2018
Page  5

 the original principal as pre -agreed with ZhongAn, no more than the contractual
guara ntee fee charged to borrowers across the entire portfolio.   Please address the
following:

 Tell us and disclose the contractual terms of your revised arrangement, including for
example, the amount of the cap and if it will be renegotiated annually;

 Tell us and disclose how ZhongAn ultimately bears substantially all credit risk if you
are exposed to a certain percentage of the guarantee obligation and retain the default
risk in rel ation to the guarantee fee; and

 Tell us and disclose how the time lag bet ween the collection of guarantee fee and
compensation to ZhongAn results in exposure to you, how this is considered in the
contractual guarantee obligation determination at inception, and how this is different
from your prior agreement.

Guarantee liabil ities, page F -24

16. We note you revised your guarantee liabilities policy to state that prior to September
2017, under the arrangement with ZhongAn, in order to maintain a stable business
relationship, you compensated ZhongAn for actual losses incurred based  on defaulted
principal and interest, although not contractually obligated.  Please address the following:

 Tell us why if the compensation to ZhongAn was not contractually obligated prior to
September 2017 this was not reflected in the guarantee liabili ty policy in the original
registration statement; and

 Tell us how a non -contractual guarantee obligation is within the scope of ASC 460.

17. You state that at inception of each loan, you recognize the guarantee liability at fair value
in accordance with ASC 460 and that the guarantee liability at loan inception is based on
your expected payouts based on delinquency and collection rates, conside ring historical
losses and incorporating a markup margin.  Subsequent to the loan’s inception, the
guarantee liability is measured using a combination of ASC 460 and ASC 450.  Please
address the following:

 Tell us and disclose how your guarantee liabili ty at inception considers the guidance
in ASC 460 -10-25-2 and ASC 460 -10-30-3 that requires both the contingent and non -
contingent aspect be considered in the guarantee liability at inception; and

 Tell us how your guarantee liability at inception factors in your significantly
increasing payouts, delinquency and collection rates and historical losses from 2016
to 2017.

Yue (Justin) Tang
X Financial
May 24, 2018
Page  6

 18. We note your response to  comment 26 and that up to December 31, 2017, actual payout
and collection rates have never exceeded orig inal estimates, as such, increased premiums
charged to borrowers were not impacted.  Please explain how the additional contingent
liability of RMB 182,578,676 recognized in 2017 was considered in the original estimate.
Also, please make sure to discuss th e increase in the provision for contingent guarantee
liabilities in MD&A where applicable.

Financial Guarantee Derivative, page F -25

19. We note that starting in September 2017, for newly facilitated Xiaoying Card Loans, your
exposure to borrowers' credit ri sk is capped at a certain percentage of the loan principal at
origination agreed to with ZhongAn and that your exposure will not be more than the
contractual guarantee fee charged to the borrower across the entire portfolio.  We also
note that as a result of this change, you now account for the financial guarantee as a credit
derivative under ASC  815 because the scope exemption in ASC  815-10-15-58 is not met.
Please tell us and disclose the following:

 How the terms of the financial guarantee contract bet ween you and Xiaoying Card
Loan borrowers changed from your previous agreement, including how the capped
percentage as pre -agreed with ZhongAn is reflected in the new guarantee agreement;

 How the new guarantee agreement did not meet the scope exception i n ASC 815 -10-
15-58;

 How the introduction of capped guarantee exposure of expected payouts resulted in
the determination that the exposure should be accounted for as a credit derivative;

 The contractual terms that impact the valuation, including the amount of the cap and
if it will be renegotiated annually; and

 The related outstanding loan balance, remaining weighted average contractual loan
term and delinquency rate for the period presented.  Refer to ASC 815 -10-50.

Accounts receivable and contact assets and allowance for uncollectible accounts receivable and
contract assets, page F -26

20. Please disaggregate accounts receivable from facilitation services and guarantee services
and contracts from facilitation services by product.

21. You state contract assets represent your right to consideration in exchange for facilitation
services that the Company has transferred to the customer before payment is due.
Clarify, for each product, the change in time frame for a right to consideration to become
unconditional (that is, for a contract asset to be reclassified to a receivable).  Refer to
ASC 606 -10-50-10(d).

Yue (Justin) Tang
X Financial
May 24, 2018
Page  7

Loan Receivable from Xiaoying Housing Loans, page F -28

22. We note that the Xiaoying Housing loans outstanding balance - including  the principal,
interest, fees, and penalties - increased from RMB 23.4 million at December 31, 2016 to
RMB 219.5 million at December 31, 2107.  Please enhance your disclosure to discuss
how these loans were previously recognized in your financial statemen ts and how the
related defaults are reflected in your guarantee liabilities rollforward.

Note 8.  Guarantee Liabilities, page F -42

23. We note your response to comment 30.  Please tell us and disclose the following:

 The related outstanding loan balance by product, remaining weighted average
contractual loan term, and delinquency rates for the periods presented to provide
investors with insight into the current status of the performance risk.  Refer to ASC
460-10-50-4;

 Disaggregate net payouts du ring the year between those related to loans originated in
the current year and those originated in the prior year;

 Enhance your guarantee liabilities policy disclosure to clarify how collateral is
considered in your guarantee liability recognized at inception;

 Enhance your disclosure to explain the factors driving the incremental contingent
liability of RMB 109,086,588 for Xiaoying Card loans recognized in the fourth
quarter of 2017, including the underlying vintages to which it relates; and

 Discu ss the factors that drove the decrease in the total provision for Xiaoying Card
loans as a percentage of total related loans facilitated from 29.7% in 2016 to 4.9% in
2017.

Yue (Justin) Tang
X Financial
May 24, 2018
Page  8

 You may contact Michelle Miller at (202) 551 -3368 or David Irving at ( 202) 551 -3321 if
you have questions regarding comments on the financial statements and related matters.  Please
contact David Gessert at (202) 551 -2326 or me at (202) 551 -3391 with any other questions.

Sincerely,

 /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services

cc:  Li He, Esq.

Mail Stop 4720
 March 27, 2018

Yue (Justin) Zhang
Chief Executive Officer  and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide  Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Amendment No. 1 to
Draft Registration Statement on Form F -1
Submitted February 28, 2018
  CIK No. 0001725033

Dear Mr. Zhang :

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.

General

1. Considering that you will enhance  disclosures in future amendments for full year 2017
financial statements, we will reevaluate your response to several comments, including
comments 12, 13, 14, 16, 18, 58 and 67, once your full year 2017 financial statements are
included.

2. We note the revi sions you have made in relation to Circulars 141 and 57.  In particular, we
note i n the third sentence of the last paragraph o n page 21 you state that “[s]ome of our loan
products, for example, our Xiaoying Housing Loan, Xiaoying Preferred Loan and our
Xiaoying Credit Card Loan's credit card cash advanced product may be deemed to have

Yue (Justin) Zhang
X Financial
March 27, 2018
Page 2

 characteristics of cash loan under Circular 141, ” however, you also state in the sec ond full
paragraph on page 25 that you “ do not believe any of the loan products [you]  currently
facilitate is explicitly prohibited in accordance with the recently promulgated requirements
under Circular 141 and Circular 57 .”  Please expand your Risk Facto r disclosure to identify
the aggregate amount and percentage of loans you facilitate that would be jeopardized if any
of the loan products you identify above are deemed prohibited.  Please also briefly describe
what if any rectification measures you can or  will you take if th ose products  are deemed
prohibited.

Business

Loan Performance, page 93

3. Please enhance your delinquency rate by balance disclosures to present delinquency rates by
major product consistent with your guarantee liability rollfoward as presented on page F -65.

Delinquency Rate by Balance, page 93

4. We note your response to comment 10 that Xiaoying  Card Loans have a higher delinquency
compared to your other products due to the features of these loans.  Please tell us, and
enhance your disclosure, to discuss the features of the Xiaoying Card Loans that contribute to
the higher delinquency compared to  your other products.  Please update your discussion to
include recent periods as well.

5. We note your response to comment 59.  Please address the following:

 On page 93 in your delinquency rate by balance discussion, you state that loans that are
delinqu ent for more than 180 days are charged -off and are included in the delinquency
rate calculation.  Considering also that you only present delinquency rates for 31 -90 days
and 91 -180 days, tell us the relevance of your disclosure that for Xiaoying Card Loan,  the
credit losses measured by 181 -days plus charge -off was nil and for Xiaoying Preferred
Loan, the credit losses measured by 181 days plus charge -off was only 0.21%; and

 Tell us why for Xiaoying Card Loan, the credit losses measured by 181 -days plus cha rge-
off was nil considering the steady increase in historical cumulative 91 -days plus past due
delinquency rates as presented on page 94 and the outstanding related guaranty liability
balances as presented on page F -65 which is based in part on expected de linquency rates.

Delinquency Rate by Vintage, page 93

6. Please enhance your delinquency rate by vintage discussion to disclose the impact on your
financial statements of delinquency rate trends in the 31 - 90 days and 91 -180 days past due
buckets and the greater historical cumulative 91 -day plus past due delinquency rates .  Please
update your discussion to include recent periods as well.

Yue (Justin) Zhang
X Financial
March 27, 2018
Page 3

Liquidity and Capital Resources, page 103

7. We note in your response to comment 16, you state that if additional capital  is needed in the
future to fund continued operations you may seek to issue equity or debt securities or obtain
credit facilities.  Please clarify in your Financing Activities discussio n why, for the six
months ended June 30, 2017, you elected to obtain a shareholder loan instead of issuing
equity or debt securities or obtain a credit facility as disclosed in your amendment.

Intermediary Model, page 110

8. We note your response to comment 21 and your updated disclosures on pages 110 -111 of the
amended regis tration statement .  Please enhance the related disclosures in the notes to the
consolidated financial statements starting on page F -18 to reflect this disclosure as well.

Financing Income, page 111

9. We note your response to comment 39.  We further note yo ur disclosure that you recognize
interest income from loans in consolidated trusts in the “Financing Income” line item and
that you also recognize service fees paid by borrowers in the “Financing Income” line item.
Please revise to quantify the amount of interest income recognized and the amount of service
fees recognized for each period presented.

Online Consumer Finance and Investment Platforms are Filling the Gap, page 1 19

10. Please refer to comment 24 .  For greater balance and context, please revise to  discuss recent
developments in the peer -to-peer lending industry in China, such as recent lending plat form
failures, over -leveraging and issues related to the industries’ fast growth  in relation to
regulation .  We note your revised disclosure in the secti on headed “Changing Regulatory
Environment of Online Consumer Finance Market”  on page 125.

Our Borrowers and Loan Products, page 136

11. We note your response to  comment 27.  We note that you use the classification “prime
borrower” consistent with industry s tandard.  Please revise your disclosure to describe what it
means to have “sound credit history with credit records with PBOC CRC.”

Our Borrowers and Loan Products, page 137

12. We note your response to comment 29 that under the current arrangement with Zhon gAn
starting from September 2017, you would not provide guarantee services for certain of your
products.  We also note in your response to bullet 6 of comment 41 in which you state that
there are no circumstances in which guarantee services will not be pro vided.  Please
reconcile these statements and revise your disclosures as necessary.

Yue (Justin) Zhang
X Financial
March 27, 2018
Page 4

13. We note in your response to comment 30 that borrowers are allowed to have more than one
loan outstanding at the same time for all products except Xiaoying Preferred Loans .  Please
enhance your disclosure to discuss the controls you have in place to ensure that loans
subsequent to a borrower’s initial loan are not used to pay the principal and interest on earlier
loans, which could disguise potential loan impairment.   Also,  please disclose how many
loans a borrower is allowed to have, if there is a maximum cumulative loan amount any one
borrower can have, if delinquent borrowers are allowed to have additional loans, and your
controls over these processes.

Loan Facilitation Services to Other Platforms, page 143

14. We note your response  to comment 34  and revisions disclosing the range of deposits each of
the financial technology companies you cooperated with was required to pay.  Please expand
your disclosure to describe how you  determine if a deposit is required and how you calculate
the amount of the deposit.

Loan Products, page 144

15. We note that if the borrower fails to repay the investor, ZhongAn will compensate the
investor for the principal investment amount and accrued in terests within two business days
from the default date.  We also note that if the total amount of the insurance paid by
ZhongAn to the insured investors has exceeded the expected maximum payout amount for
certain period, ZhongAn will increase the insurance  premium charged to borrowers in the
next month.  Please enhance your disclosure to address the following:
 Clarify, under the terms of your contract with ZhongAn, if you also compensate
ZhongAn within two business days from default;
 Define default date; and
 Clarify if the increase in insurance premium charged to borrowers in the next month is
for all borrowers or just new borrowers.
Investment Products and Services

Other Products, page 145

16. Please refer to comment 37.  We note your revised disclosure tha t the money market products
offered on your platform are under the administration of an independent asset management
company.  Please expand your disclosure to identify the asset management company and
describe the money market funds offered.

Yue (Justin) Zhang
X Financial
March 27, 2018
Page 5

 Revenue Re cognition, page F -15

17. To provide investors with a clearer understanding of the differences in your revenue
recognition policies, please revise to disclose your revenue recognition policies in separate
sections for your Intermediary Model - Transferred to N on Institutional Investors (True
Sales) and your Intermediary Model – Institutional Investors (Consolidated Trusts)).

18. We note your response to comment 41.  Please address the following:
 Your disclosures on pages F -15 and F -17 do not reflect that you no longer charge such
upfront fees for any products as of the date of your response letter.  Please revise your
next amendment to reflect that you no longer charge upfront fees for any products as of
the date of this response letter, if true.  Additionally, p lease quantify the upfront fees
collected and the remaining balance of upfront fees to be col lected in the periods
presented; and
 Tell us how you have captured the increased credit risk of collecting your service fees
over the term of the loan instead of at loan origination.
19. We note your response to comment 42.  Please tell us:
 Why you do not believe borrowers are a customer as defined by ASC 606, considering it
appears you enter into separate contracts with the borrowers, the borrowers pay
consideration and the borrowers receive a benefit from your ordinary activities.  Your
analysis should distinguish the key considerations for each economic model (i.e., Direct
Model, Intermediary Model - Transferred to Non Institutional Investors (True Sales), and
Inter mediary Model – Institutional Inv estors (Consolidated Trusts));
 How you concluded that borrowers were not a customer under the Intermediary Model
considering you initially provide credit to b orrowers using your own funds;
 How the fact that the loan and pay able to investors are on balance -sheet under the
Intermediary Model – Institutional Investors (Consolidated Trusts) impacted your
analysis ; and
 What consideration is provided by your investors considering the definition of a customer
in ASC 606.
Direct Mod el, page F -16

20. We note your statement in comments 41 and 47 that there is an unconditional right to
consideration for post -origination services upon entry into the contract.  Please tell us in
greater detail why you d o not recognize a contract asset , or re ceivable , if only the passage of
time is required before payment of that consideration is due, and record a corresponding
contract liability related to your post -origination services performance obligation considering

Yue (Justin) Zhang
X Financial
March 27, 2018
Page 6

 the guidance in ASC 606 -10-45-2 and -4.  In addition, please describe to us the contractual
term that gives rise to the unconditional right to consideration and whether the unconditional
right to consideration is from the investor or the borrower.

21. We note your statement in comment 42 and yo ur disclosure on page 109 that that post -
origination services for loans facilitated under the Direct Model are within the scope of ASC
860.  Please tell us in detail how you determine if you should recognize a servicing asset or
servicing liability.

22. We no te your disclosure that revenues from post -origination services under the Direct Model
are recognized over the term of the underlying loans as the services are provided to the
investors.  Please revise to clarify if you recognize the fees over the term usi ng the straight -
line method.  If you do not, please disclose the method and tell us why this method better
matches the timing of satisfying the performance obligation.

23. We note your response to comment 48.  Please revise to provide additional informatio n
regarding the timing of collecting service fees from borrowers.  For example, consider
clarifying whether the service fees are collected in equal payments over the term of the
contrac t or whether higher payments are made during the beginning of the term.

Intermediary Model, page F -17

24. We note in your response to comment 63 that loan principal and interest collected for loans
held in consolidated trusts from monthly installments are reinvested into new loans upon
collection and that distribution to invest ors is made by the trusts at the end of the term of the
trust.  Please enhance your disclosures to clarify the terms between the trust and investors,
including the fact that principal and interest collected from monthly installments are
reinvested into new  loans.

25. We note your response to comment 68.  Please enhance your disclosure to clarify that loans
held by the consolidated trusts primarily consist of Xiaoying Housing Loans considering
their specific credit risk.

Guarantee Liabilities, page F -21

26. We note your response to comment 51.  We note that the guaranty liability recorded at loan
inception is estimated based on the Group’s expecte d payouts and also incorporates  a markup
margin and that expected payouts are estimated based on expected delinque ncy rates and
collection rates for each product type, taking into consideration historical loss experiences.
Please address the following:
 Clarify if expected payouts factor in missed payments paid by ZhongAn within two
business days from payment due date ;

Yue (Justin) Zhang
X Financial
March 27, 2018
Page 7

  Clarify how you factor in increased insurance premiums charged to borrowers when
actual payouts and collection rates exceed original estimates; and
 Clarify how you consider the impact of changes in product mix in your historical loss
experiences.
Note 3.  Fair value of assets and liabilities, page F -30

27. Based on your election of the fair value option for the loan assets and liabilities of the
consolidated trusts, please provide the required disclosure of ASC 825 -10-50 –28(d) Fair
Value Option.

28. Consid ering that obligations to investors of loans held in a consolidated trust are based on the
original contribution and you have elected the fair value option for these loans, clarify ho w
you account for the difference between the carrying value and your obli gation to distribute
the original principal contribution.

Disaggregation of revenues, page F -58

29. It appears that Xiaoying Card Loan, Xiaoying Preferred Loan and Xiaoying Housing Loan
products’ net guarantee liability payout ratios varied for the six mon ths ended June 30, 2017,
and that you present loan information by each of these three products as “key operating data”
in your discussion of your business.  Please t

Mail Stop 4720
February 5, 2018

Yue (Justin) Zhang, Chief Executive Officer  and Chairman
X Financial
7-8F, Block A, Aerospace Science and Technology Plaza
No. 168, Haide Third Avenue, Nanshan District
Shenzhen, 518067, the People's Republic of China

Re: X Financial
Draft Registration Statement on Form F -1
Submitted January 8, 2018
  CIK No. 0001725033

Dear Mr. Zhang :

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
amende d draft registration statement or filed registration statement,  we may have  additional
comments.

General

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

2. Based on your current disclosure, it appears that recent PRC regula tions, such as Circular
141, Notice on Rectification of Cash Loan Business , issued on December 1, 2017 and
Circular 57, Notice on the Special Rectification and Inspection of Risk of Online Lending
Intermediaries , may have a material effect on your business  model .  Please expand your
Summary, Risk Factor and Business disclosure to fully treat the implications of this
circular and any other recent PRC regulations directed to P2P lenders, as applicable, on

Yue (Justin) Zhang
X Financial
February 5, 2018
Page  2

 your product offerings, funding sources, business prac tices, strategic partnerships and
other relevant loan, investment, intermediation, servicing and collection attributes .
Please identify the specific activities, and their respective amounts, affected and describe
specific steps you have taken or plan to t ake in response to the regulations .

Prospectus Summary

Overview, page 1

3. Please enhance the key operating data of your business to include the following metrics
for the periods presented:

 Number of repeat borrowers;

 Number of active repeat investor s,

 Number and value of loans by product as described on page 126, including
average loan amount; and

 New borrower acquisition costs.

4. We note that the Oliver Wyman Report determined that you were a “leading technology -
driven personal finance company in C hina focused on serving China’s underserved prime
borrowers and mass affluent investors.”  Please describe the “mass affluent investors”
category and disclose the number of other marketplaces against which you were
measured .  We also note your statement th at your platform is “one of the very few
platforms able to enhance investors' confidence in the investment products with insurance
protection.”  Please also disclose the number of other marketplaces against which you
compared yourself for determining that there were “very few” marketplaces that offer
insurance .  In this regard, please tell us how you are defining “insurance protection.”

5. Please revise to describe the types and ranges of fees that you charge, describing the
services provided and the proportion of your revenues attributable to each over recent
periods .  In addition, please disclose the APR range on a product by product basis for
your major loan products .

Our Industry, page 3

6. You state that the Chinese credit card balance transfer l oan market emerged due to very
different reasons than in the United States and the market in China emerged as to credit
card holders not having sufficient credit lines from issuing banks, and need to repay in
advance to free up their credit lines .  Clarify  if the credit lines from issuing banks are paid
off as a requirement for obtaining a loan through your platform or if the credit card
transfer loan is an additional credit facility for the borrower .

Yue (Justin) Zhang
X Financial
February 5, 2018
Page  3

Risk Factors

Risks Relating to Our Business and Indu stry

If we are unable to maintain or increase the amount of loans we facilitate or if we are unable to
retain existing bor rowers or attract new borrowers  . . . , page 21

7. Please expand this risk factor to explicitly address and identify, as applicable, whether
any of your products will be prohibited under recent PRC guidelines.

Our platform requires adequate funding from investors and access to adequate lending capital on
terms acceptable to us cannot be assured, page 21

8. Please revise your disclosure to clarif y which third party entities currently providing
credit enhancement services in relation to your products that lack the qualifications to
provide those services .  Please also identify the total amount, and percentage, of loans
you facilitate that are subje ct to credit enhancement services by these entities.

Delinquency Rate by Balance, page 85

9. We note that your delinquency rate is calculated excluding interest and only includes
outstanding principal .  We also note your guarantee agreement with ZhongAn includes
both principal and interest .  Please revise to present your delinquency rate including
accrued and outstanding interest .

10. Please enhance your disclosure to discuss trends in delinquency rates in th e periods
presented .  On this topic, we noted that delinquency rates on loans 31 -90 days past due as
a percentage of total loans increased from 0.30% to 0.51% from December 31, 2016 to
June 30, 2017 and delinquency rates on loans 91 -180 days past due as a percentage of
total loans increased from 0.21% to 0.41% from December 31, 2016 to June 30, 2017 .
Please discuss in sufficient detail the drivers of these trends in the periods presented.

Delinquency Rate by Vintage of Xiaoying Card Loans, page 86

11. Enhance your disclosure to explain the reason for the steady increase in delinquency rate
from 0% in March 2017 to 6+% in November 2017 .

Results of Operations, page 87

12. Please enhance your discussion to address the underlying reason for material change s in
results, period -over-period .  For example, explain the reason for the increase in Post -
origination service fee from US$1.2 million in 2016 to US$3.2 million for the six months

Yue (Justin) Zhang
X Financial
February 5, 2018
Page  4

 ended June 30, 2017 .  Consider providing enhanced disaggregating operating metrics
such as loan volume to support your discussion .

Operating Expenses, page 90

13. Please break out origination and servicing expenses by type (i.e ., credit assessment,
customer acquisition, etc.) and discuss any material changes period over period.

14. Please break out general and administrative expenses by type (i.e ., salaries and benefits,
research and development, etc.) and discuss any material changes period over period.

Non-GAAP Measures, page 91

15. We note your presentation of Adjusted net (loss)/in come adding back share -based
compensation expenses .  Please confirm that the share -based compensation expenses
added back to get to the Non -GAAP financial measure Adjusted net (loss)/income are net
of taxes and update your disclosure accordingly.

Liquidit y and Capital Resources, page 95

16. Please enhance your discussions to address the trends in your cash flows, including the
impact of anticipated future growth and how you expect to fund future operations .
Additionally, enhance your financing activities discussion to separately describe internal
and external sources of liquidity, including any material unused sources of liquid assets .
Refer to Regulation S -K, Item 30 3(a)(1).

17. We note your disclosure on page 95 that your, “primary sources of liquidity hav e been
cash provided by  . . . funds provided by our shareholders.”  We note disclosures
throughout the document, including in Related Party Transactions on page 170, of a
single shareholder (Mr . Tang) providing financing cash flows .  Please clarify in your next
amendment if you receive related party loans from any other shareholders.

18. We note your disclosure on page 95 that your primary source of liquidity during the six
months ended June 30, 2017 was from funds provided by your shareholders as a result of
the negative operating cash flow generated .  Please discuss further in your Liquidity
section the ability and willingness of the shareholder(s) to continue to finance X
Financial’s negative cash flows from operations .  Please also consider adding a risk
factor, or revise your risk factor on page 30, to discuss your reliance on a single
shareholder or shareholders to finance current operations .  Please factor into your
disclosure in the Liquidity section and risk factors the potential impact of the legal
proceedings related to Mr . Tang.

19. We note your disclosure on pages 95 and 96 concerning the loan to Zi Jin Zhong Hao
(Tianjin) Investment Co., Ltd (ZJZH), an entity controlled by a shareholder (Mr . Tang),

Yue (Justin) Zhang
X Financial
February 5, 2018
Page  5

 of RMB 217.0 million .  Please expand your disclosures  in the Investing Activities section
of your Liquidity discussion to address the following related to this loan:

 The business purpose of the loan;

 Why the loan was interest -free;

 Any credit analysis performed before extending a loan of this size given y our
negative operating cash flow generated;

 Any commitments or plans to extend loans to ZJZH or any other entities
controlled by Mr . Tang or other shareholder in the future; and

 Any loan concentrations as a result of the loan.

Cash Flows and Working Ca pital, page 96

20. Please revise your disclosure of cash provided  by operating activities of RMB 421,760
and US$ 62,213 .  It appears you had cash used in operating activities of (RMB 421,760)
and (US$ 62,213) as presented in your unaudited interim consolidate d statement of cash
flows on page F -47.

Intermediary Model, page 101

21. You state that you ceased the online intermediary model in April  2017 .  Enhance your
discussion to explain the reasons for the cessation and if you ceased all operations related
to the intermediary model or just certain operations related to the intermediary model .
We noted that you earned 76% of total net revenues in 2016 from loan facilitation service
related to the intermediary model .

Critical Accounting Policies, Judgments and Es timates

Revenue Recognition

Incentives to Investors, page 102

22. Please expand your disclosure in your next amendment to define “red packets.”

23. We note that you provide incentives to investors in a variety of forms that either reduces
the amount of investm ent required to purchase financial products or entitles them to
receive higher interest rates in products they purchase and that such incentives are
accounted for as a reduction of revenue .  Please disclose incentives provided to investors
for the periods presented .

Yue (Justin) Zhang
X Financial
February 5, 2018
Page  6

 Industry Overview

Online Consumer Finance and Investment Platforms are Filling the Gap, page 110

24. For greater balance and context, please revise to discuss recent developments in the peer -
to-peer lending industry in China, such as recent len ding platform failures, over -
leveraging, issues related to the industries’ fast growth in relation to regulation and any
resulting impact on China’s online or mobile consumer finance marketplace industry in
general, including the regulatory and political c limate and response .

High -Credit -Limit Unsecured Loan Market, page 113

25. You state that the borrowers of property -owner loans will use their property ownership
certificates as the proof of credit verification to obtain loans without providing properties
as collateral .  Clarify if property -owner loans are the same as Xiaoying Housing Loans
and why for property -owner loans, properties are not provided as collateral whereas
Xiaoying Housing Loans are secured by properties .

Business

Overview, page 117

26. To the extent that you experience seasonality in your business, please discuss
accordingly .  Refer to Item 4.B.3 of Form 20 -F.

Our Borrowers and Loan Products, page 124

27. We note that you define your customers as “prime borrowers . . . .”  Please clarify if  the
definition that you use for “prime borrowers” is unique to your business or an industry
standard definition .  In addition, please disclose the percentage of your active borrowers
that are categorized as “prime.”  To the extent there are other classifi cations of borrowers
that comprise your active borrowers, please disclose as such.

28. Disclose how you calculated 1,200,914 cumulative borrowers .

29. You state that you price loans based on total borrowing costs, which comprises (i)
nominal interest rates tha t borrowers pay investors, (ii) the service fee that you charge,
payable by borrowers, for your services, including your guarantee service, if applicable;
and (3) the insurance premium paid to ZhongAn .  Tell us and clarify if there are
circumstances in whi ch you would not provide guarantee services .

30. Enhance your discussions to clarify the terms of your loan products, including when
principal payments are due, how interest is accrued and whether a borrower may have
more than one loan outstanding at any on e time.

Yue (Justin) Zhang
X Financial
February 5, 2018
Page  7

31. Please also disclose the range of annual interest rates for each of your loan products
facilitated on your platform.

Transaction Process, page 127

32. Enhance your discussion; Stage 3: Credit Assessment, to clarify how you consider
updated borrower  credit information, including if and how often you update a borrower’s
credit grade .

Borrower Acquisition and Retention, page 130

33. Tell us and disclose whether you pay any fees or offer any incentive rewards to
borrowers directly .  If material, please tell us how you account for incentive rewards to
borrowers.

Loan Facilitation Services to Other Platforms, page 131

34. We note that you “may also require” the selected financial technology company with
which you cooperate to pay you a deposit.  Please expan d your disclosure to clarify when
a deposit is required and how the amount of the deposit is calculated .

Investment Products and Services

Loan Products, page 132

35. Please discuss the features driving variation within the range of expected annualized rate
of returns.

Other Products, page 133

36. In your discussion of Other Products, you identify money market and insurance products .
On page F -61, you disclose that during the six months ended June 30, 2017, you
recognized an expense of RMB 73,492,088 or US$ 10,840,660 for contingent liability
concerning certain loans offered as part of “Other Products” in which the estimated
default amount was in excess of the stand -ready liability provided .  Tell us and clarify the
types of products included in Other Product s, excluding money market and insurance
products, that gave rise to the contingent liability, and if guarantees are provided, your
accounting policy .

37. We note your disclosure that investors are able to “invest in a wide range of products,
such as loans . . .  facilitated on [your] platform, money market products and insurance
products.”  Please expand your disclosure to describe your money market products in
more detail .  For example, please identify the types of instruments offered .  In addition,

Yue (Justin) Zhang
X Financial
February 5, 2018
Page  8

 in the Regulation section of your prospectus, please explicitly address the rules