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United States securities and exchange commission logo





                            July 7, 2021

       Peng Xue
       Chief Executive Officer
       BingEx Limited
       Building 6
       Zhongguancun Dongsheng International Science Park
       No.1 Yongtaizhuang North Road
       Haidian District, Beijing 100192
       People   s Republic of China

                                                        Re: BingEx Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted June 10,
2021
                                                            CIK No. 0001858724

       Dear Mr. Xue:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   Please revise your
prospectus cover page and summary to discuss the dual-class nature of
                                                        your common stock, the
disparate voting rights of your Class A and Class B common
                                                        stock, and the percent
of the voting power each of your founders will own upon
                                                        completion of the
offering as a result of his ownership of common stock, including the
                                                        portion attributable to
his Class B common stock. In addition, please include a reference
                                                        to the related risk
factor in your Summary of Risk Factors on page 3.
 Peng Xue
BingEx Limited
July 7, 2021
Page 2
Prospectus Summary, page 1

2.       We note your disclosure that you are the largest independent on-demand
dedicated courier
         service provider in China as measured by revenue in 2020, according to
iResearch. In this
         regard, we note that certain of your apparent competitors appear to
have greater revenues
         than you in 2020, such as Data Lexus Limited per its December 31, 2020
Form 20-F.
         Accordingly, please clarify your market of "independent on-demand
dedicated courier
         service provider" and why you believe that distinction is material. In
this regard, we note
         that while you characterize other as "captive dedicated courier
service providers" such
         service providers also appear to service independent individual and
business users.
3.       You disclose on page 2 and also within Management's Discussion and
Analysis of
         Financial Condition and Results of Operations on page 74 that
according to
         iResearch, your business model and positioning enable you to cover an
average delivery
         distance of 7.1 kilometers and shorten your delivery time to 40
minutes on average, while
         achieving a low loss rate of 0.01% and a high customer satisfaction
rate. Please disclose if
         you have achieved these results in your operations to date, or if
these metrics are only
         theoretical achievements that your business model is capable of
producing.
Risk Factors
We collect, process and use data, some of which contains personal information.
Any privacy or
data security breach could damage..., page 18

4.       We note that the Cyberspace Administration of China has recently
ordered subsidiaries of
         U.S. listed companies to stop accepting new registered users as part
of a review of
         cybersecurity risks, as well as ordering others to take down their app
entirely pending this
         review. We also note a recent announcement from the State Council of
the PRC that it
         would act to strengthen the protection of sensitive data related to
overseas listings, and
         consolidate the information security responsibilities of overseas
listed companies. Please
         tell us what consideration you have given to the above-referenced
actions and disclosing
         the attendant risks to you and this offering.
If our expansion into new geographical areas is not successful, our business
and prospects may
be materially and adversely affected, page 19

5.      We note your disclosure that certain of your local branches established
with your
        geographic expansion have not been registered with local
administrations. Please
FirstName LastNamePeng Xue
        revise your disclosure to advise the status of any such registration
and clarify whether you
ComapanyhaveNameBingEx     Limited
             been subject to any penalties, orders or other actions with
respect to not registering
July 7, such
        2021premises
              Page 2 for business operations as branch offices.
FirstName LastName
 Peng Xue
FirstName   LastNamePeng Xue
BingEx Limited
Comapany
July 7, 2021NameBingEx Limited
July 7,3 2021 Page 3
Page
FirstName LastName
Forum selection provisions in our post-offering memorandum and articles of
association and our
deposit agreement..., page 52

6.       We note you disclose here that your post-offering memorandum and
articles of association
         will provide that the federal district courts of the United States are
the exclusive forum
         within the United States (or, if the United States District Court for
the Southern District of
         New York lacks subject matter jurisdiction over a particular dispute,
the state courts in
         New York County, New York) for the resolution of any complaint
asserting a cause of
         action arising under the Securities Act and the Exchange Act. However,
you disclose on
         page 137 states that the United States District Court for the Southern
District of New York
         shall be the exclusive forum in the United States for any action
arising or related in any
         way to the federal securities laws of the United States. Please
reconcile these disclosures.
Use of Proceeds, page 59

7.       We note that you intend to use the net proceeds from this offering to
grow your customer
         base and increase your market penetration, build your brand image,
invest in technology
         and research & development and general corporate purposes. Please
revise to more
         clearly identify and provide more specific disclosure of the intended
use of proceeds,
         including a description of any plans for each principal intended use
and the amount
         intended for such portion of such planned use. In addition, please
quantify the amount of
         offering proceeds that you may contribute or loan to your PRC
subsidiary or VIE without
         needing to seek registration or approval.
Dividend Policy, page 60

8.       Please expand your disclosure to discuss the implication of your
holding company
         structure and consolidated PRC subsidiary and VIE on your ability to
pay dividends. In
         this regard, we note your disclosure on page 83.
Capitalization, page 61

9.       Please revise to clarify that KunPeng Limited is wholly-owned by your
founder, chairman
         and chief executive officer, Mr. Peng Xue.
Management's Discussion and Analysis of Financial Conditions and Results of
Operation
Impact of COVID-19 Pandemic on Our Operations and Financial Performance, page
76

10.      Please expand your disclosure to discuss any measures you took in
response to COVID-19
         and the negative impact of the same on your financial and operational
performance. For
         example, we note you disclose on page 104 that you restricted work
schedules for Flash-
         Riders.
 Peng Xue
FirstName   LastNamePeng Xue
BingEx Limited
Comapany
July 7, 2021NameBingEx Limited
July 7,4 2021 Page 4
Page
FirstName LastName
Results of Operations
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019, page 79

11.      Please explain the factors that lead to a decrease in Flash-Riders
remuneration and
         incentives from 97.2% to 87.6% of your revenues from 2019 to 2020.
Liquidity and Capital Resources, page 80

12.      We note you disclose that you expect to invest substantially all of
the proceeds from this
         offering in your PRC operations for general corporate purposes. Please
reconcile this
         disclosure with your disclosure under Use of Proceeds.
Industry, page 87

13.      Please tell us the basis for various statements such that you are the
"first and only brand
         that has become synonymous with on-demand dedicated courier service in
China" or that
         FlashEx has become "the household brand and the preferred service
provider," or revise
         to characterize these as your belief and state the basis for such
belief.
Overview of the On-Demand Delivery Market in China, page 87

14.      You disclose that the food delivery segment is witnessing a
significant growth from
         market size of RMB125.8 billion in 2016 to RMB797.9 billion in 2020.
Please disclose if
         your current operations have included food delivery or if this is only
a theoretical
         extension of your business.
Competitive Landscape of Independent On-demand Dedicated Courier Market in
China, page 91

15.      Please disclose the identities of the competitors discussed in your
chart as companies B, C
         and D.
Business, page 93

16.      Please describe your proprietary technology and intelligent algorithms
and your dispatch
         system and explain how you utilize your crowd-sourcing model for
Flash-Riders,
         including how such riders register with you and are assigned a
delivery. In addition,
         please explain how your proprietary pricing and dispatching system
prices orders,
         including the array of factors considered, and calculates an optimal
delivery route.
         Discuss how your digitalized rider management system helps rate,
incentivize and retain
         your Flash-Riders.
Regulation, page 107

17.      Please revise your disclosure, as applicable, to discuss how the
regulations you discuss
         here are applicable to you and your operations. For example, your
disclosure does not
         appear to state how the Foreign Investment Law, and the 2020 Negative
List and 2020
         Encouraged Industry Catalogue, apply to you.
 Peng Xue
FirstName   LastNamePeng Xue
BingEx Limited
Comapany
July 7, 2021NameBingEx Limited
July 7,5 2021 Page 5
Page
FirstName LastName
Regulations Relating to Anti-Monopoly, page 114

18.      You disclose that whether the relevant business operators are required
to    choose one
         among the internet platform and its competitive platforms may be
considered to analyze
         whether such internet platform operator with dominant market position
abuses its
         dominant market position and excludes or restricts market competition.
In this regard,
         discuss if you engage in this practice.
Management
Employment Agreements and Indemnification Agreements, page 126

19.      Please revise to disclose the material terms of your employment
agreement with each
         executive officer, including the date such executive officer's
employment expires, and file
         executed copies of such agreements as exhibits.
Description of Share Capital, page 133

20.      Please expand your disclosure to describe each series of your
preferred shares and
         describe the corporate governance provisions under your Shareholders
Agreement that
         will remain effective upon completion of this offering.
Notes to the Consolidated Financial Statements
Note 1. Description of Business and Organization
Organization, page F-9

21.      We note that during the year ended December 31, 2020, RMB 245 million
in financing
         cash flows were provided to the VIE by the WFOE. Revise to disclose
the type and
         amount of support, including situations in which the reporting entity
assisted the VIE in
         obtaining another type of support. Additionally, disclose the primary
reasons for
         providing the support. Refer to ASC 810-10-50-5A.c.
22.      Please provide additional qualitative information about the VIE   s
activities, including a
         description of the recognized and unrecognized revenue-producing
assets that are held by
         the VIE. These assets may include licenses, trademarks, other
intellectual property,
         facilities or assembled workforce. Refer to ASC 810-10-50-5A.d.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition
Service Revenue, page F-16

23.      We note your disclosure that you are principal in the provision of
on-demand delivery
         services to customers and recognize revenue on a gross basis. Please
clarify how you
         considered all of the factors in ASC 606-10-55-36 through 55-40 in
determining that you
         are the principal in the transaction. Your response should include the
following:
             Clarify the specific services contracted for by the customer and
how you control each
              of these services prior to the order being transferred to the
customer.
 Peng Xue
BingEx Limited
July 7, 2021
Page 6
                Explain the specific terms of the contract that you enter into
with the customer and
              the specific terms of the contract that you enter into with the
rider as they relate to
              responsibility for fulfillment and acceptability of services.
                Clarify whether you are obligated to pay the rider in the event
a delivery is cancelled
              or in other circumstances where the rider has otherwise fulfilled
all of their
              obligations under the contract.
                Tell us the nature of your implied promise to find a
replacement in case of
              unexpected contingencies to ensure that the delivery is completed
in a timely manner.
                Tell us what the terms are for your additional arrangements
with high-performance
              riders, including whether or not you are required to pay the
riders a minimum amount
              each week.
                Tell us what proportion of your riders are high-performance
riders, riders from
              outsourced delivery agencies and other riders.
24.      Revise to disclose the amount of revenue recognized in the reporting
period that was
         included in the deferred revenue balance at the beginning of the
period. Refer to ASC
         606-10-50-8.
25.      We note that you generate your revenue from on-demand dedicated
courier services you
         provide to individual and business customers. In addition, we note
that you provide your
         services in various regions. Please tell us what consideration was
given to presenting
         disaggregation of revenue on one or both of these bases. Refer to ASCs
606-10-50-5 and
         606-10-55-89 to 55-91.
Customer Incentives, page F-17

26.      You disclose that total sales consideration is allocated based on
management   s best
         estimate of the relative stand-alone selling price of the points
reward and the delivery
         service. Please revise to disclose the methods and assumptions used to
determine
         standalone selling price for each of your performance obligations.
Refer to ASC 606-10-
         50-20.
General

27.     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
FirstName LastNamePeng Xue
        not they retain copies of the communications. Please contact the staff
member associated
ComapanywithNameBingEx
             the review of Limited
                            this filing to discuss how to submit the materials,
if any, to us for our
July 7, review.
        2021 Page 6
FirstName LastName
 Peng Xue
FirstName   LastNamePeng Xue
BingEx Limited
Comapany
July 7, 2021NameBingEx Limited
July 7,7 2021 Page 7
Page
FirstName LastName
        You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or
Kimberly Calder,
Assistant Chief Accountant, at (202) 551-3701 if you have questions regarding
comments on the
financial statements and related matters. Please contact Karina Dorin, Staff
Attorney, at (202)
551-3763 or Kevin Dougherty, Staff Attorney, at (202) 551-3271 with any other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Energy &
Transportation
cc:      Julie Gao
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