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, | |
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| As representative of the several underwriters | |
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| DEUTSCHE BANK SECURITIES INC. | |
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| By: | /s/ Francis Windels |
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| Name: | Francis Windels |
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| Title: | Managing Director |
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| By: | /s/ Stephen Lambrix |
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| Name: | Stephen Lambrix |
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| Title: | Director |
[Signature Page to Underwriters’ Acceleration Request]
| Very truly yours, | |
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| As representative of the several underwriters | |
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| MORGAN STANLEY & CO. | |
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| By: | /s/ Daniel Wetstein |
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| Name: | Daniel Wetstein |
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| Title: | Managing Director |
[Signature Page to Underwriters’ Acceleration Request]