<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            February 14, 2019

Lei Sun
Chairman of the Board and Chief Executive Officer
9F Inc.
40/F Wangjing Soho T3
Chaoyang District, Beijing 100102
People's Republic of China

       Re: 9F Inc.
           Amendment No. 2 to
           Draft Registration Statement on Form F-1
           Submitted February 4, 2019
           CIK No. 0001619544

Dear Mr. Sun:

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

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

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
December 11, 2018 letter.

Amended Draft Registration Statement on Form F-1 Submitted February 4, 2019

Prospectus Summary, page 1

1.     We note your revisions in response to comment 1, including that "digital
financial account
       platforms are the key players in the online consumer finance market,"
and that each
       had outstanding balances of RMB1.1 trillion in 2017. Therefore it is not
clear how or
       if "digital financial account platforms" and "online consumer finance"
platforms operating
       within the online consumer finance market materially differ. Please tell
us why you
       believe it is important to distinguish between these two types of
platforms and or markets.
 Lei Sun
FirstName LastNameLei Sun
9F Inc.
Comapany Name9F Inc.
February 14, 2019
February 14, 2019 Page 2
Page 2
FirstName LastName
         Please further revise to use consistent terminology throughout your
prospectus or clearly
         disclose the material similarities and differences between these types
of platforms and/or
         markets in order to avoid potential investor confusion. Please also
disclose the transaction
         volume by which Oliver Wyman used to determine you were the "largest
wealth
         management platform" in 2017 and disclosing your corresponding market
share given that
         this market it "highly fragmented." Please further disclose your net
revenues from wealth
         management services in order to provide investors with context for its
importance.
2.       We note your response to comment 2. Please revise your Prospectus
Summary to
         prominently disclose that your wealth management products, e.g."fixed
income products"
         and "other onshore and offshore investment products," are "online
lending information
         intermediary services for peer-to-peer lending and borrowing" and the
proportion of your
         business operations (qualitatively or quantitatively) which are
subject to "the PRC laws
         and regulations applicable to its peer-to-peer lending services."
Please further briefly
         disclose the status of your regulatory compliance (e.g. Jiufu Puhui's
noncompliance and
         rectification notice, your belief that you addressed these issues by
September 2018, but
         that you have not received affirmative clearance on these matters, two
regulatory
         inspections are ongoing with another pending, etc.). Please refer to
Instruction to [Item]
         503(a) of Regulation S-K for guidance. Please make corresponding
revisions consistent
         with the foregoing to your Business and MD&A sections.
Corporate History and Structure, page 7

3.       We note your response and revisions in response to comment 3. Please
further revise to:

             Elaborate on the "information consulting and risk management
services" provided by
             Zhuhai Hengqin Jiufu Technology Co., Ltd. ("Zhuhai Henqin") which
accounted for
             40% of your net revenues in FY 2017.
             Clarify whether revenues attributed to Zhuhai Henqin are
classified as "loan
             facilitation services," as it appears, "post-origination
services," or "Others." In this
             regard we note your disclosures, for example on pages 115-16, that
approximately
             90% of your net revenues in all relevant periods were "loan
facilitation services."
             Explain the interaction, if any, between Zhuhai Henqin and Zhuhai
Hengqin Flash
             Cloud Payment Information Technology Limited ("Zhuhai Hengqin
Payment"), an
             affiliated entity controlled by your CEO and largest shareholder,
and revise your
             description on page 225 of Zhuhai Hengqin Payment as a
"third-party payment
             service" provider in light of the foregoing.
             Separately disclose the net revenues and total assets of Jiufu
Jinke (together with its
             subsidiaries) and Zhuhai Hengqin as of both December 31, 2016 and
September 30,
             2018 (or a more recent date of your choosing) if materially
different from such
             disclosure as of December 31, 2017.
 Lei Sun
FirstName LastNameLei Sun
9F Inc.
Comapany Name9F Inc.
February 14, 2019
February 14, 2019 Page 3
Page 3
FirstName LastName
Conventions that Apply to this Prospectus, page 10

4.       Please disclose why loan products that have been transferred to
non-performing loan
         companies were not included in the calculation of "delinquency rate"
and "M3+
         delinquency rate by vintage" in the most recent amendment. Please
disclose why you
         made these changes and how it affected the delinquency ratios in the
periods presented.
Non-GAAP Financial Measures, page 18

5.       We note your response to comment 4 in our letter dated November 23,
2018 that although
         some of the share-based compensation was incurred in connection with
the recognition of
         the compensation costs of the share options and shares granted to the
PRC employees of
         the Company, such share-based compensation expenses were not eligible
for tax
         deduction in calculating the income tax of the Company's PRC
subsidiaries, VIEs and
         their respective PRC subsidiaries. Share-based compensation expense
are deducted in
         computing your income tax expense at the statutory tax rate in your
income tax footnote.
         Please revise your non-GAAP financial measure to disclose the tax
effect of the
         adjustment to net income for share-based compensation expense as a
separate line item.
         Refer to Non-GAAP C&DI Question 102.11.
Unaudited Condensed Consolidated Financial Statements for the Nine Months Ended
September
30, 2017 and 2018
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 114

6.       We note your disclosure on pages 116, 117 and 159 that, "when the
regulatory
         environment becomes more favorable in the future, ..." that you expect
revenues and
         operating margins to improve. Please remove this speculative
disclosure from future
         amendments, or tell us how you concluded that this information
represents a trend,
         transaction or change likely to have an impact on future operations.
Business
Our Competitive Strengths, page 157

7.       We note your disclosure on page 157 that you have served approximately
9.4 million
         unique users since your inception through September 30, 2018. We noted
that you
         disclosed in your previous amendment that you had served approximately
51.6 million
         unique users since your inception through December 31, 2017. Please
tell us why the
         number of unique users decreased since inception in 2018.
Our E-Commerce Channels, page 166

8.       We note your response to comment 8 in our letter dated December 11,
2018. Please tell
         us the following for the online systems of the Merchant Partners not
directly connected to
         One Card Mall:
 Lei Sun
FirstName LastNameLei Sun
9F Inc.
Comapany Name9F Inc.
February 14, 2019
February 14, 2019 Page 4
Page 4
FirstName LastName



             What percentage of your One Card Mall arrangements fall under the
second
             arrangement where the Merchant Partners are not directly connected
to One Card
             Mall;
             Tell us the negotiation process between the Company and the
Merchant Partners when
             the Company changes the prices of the displayed merchandise; and
             Tell us if you encountered situations where the Merchant Partner
has not consented to
             change the prices of displayed merchandise.
Investor Transaction process, page 171

9.       We note your revisions in response to comment 11. Please also disclose
the "different
         investment rules and limits" that you apply to each of these six
investor groups.
Sales and Marketing, page 179

10.      Please disclose revenues related to your loyalty program in the
periods presented in your
         next amendment. Please also include your revenue recognition policy
related to your
         loyalty program in your next amendment.
Consolidated Financial Statements For the Years Ended December 31, 2016 and
2017
Notes to Consolidated Financial Statements
Note 11. Income Taxes, page F-39

11.      Please disclose the amount and nature of significant items included in
non-deductible
         expenses. Please refer to ASC 740-10-50-12.
Note 21. Restatements, page F-56

12.      We note that your restatement related to service fees charged to
investors at the end of the
         investment term. Please confirm that you accounted for service fees
charged to investors
         (i) at the beginning of the investment term and (ii) at the beginning
and the end of the
         investment term were accounted for and recognized correctly under ASC
606 when or as
         the Group satisfied the performance obligations rather than when paid
by investors.
Unaudited Condensed Consolidated Financial Statements For the Nine Months Ended
September
30, 2017 and 2018
Note 2. Summary of Significant Accounting Policies
Long-term Investments, page F-85

13.      You recorded an impairment loss of RMB 23,094 million during the nine
months ended
         September 30, 2018 on an investment carried at cost. Please identify
the investment that
         had the impairment loss and disclose the factors that resulted in you
recognizing the
         impairment loss in 2018.
 Lei Sun
FirstName LastNameLei Sun
9F Inc.
Comapany Name9F Inc.
February 14, 2019
February 14, 2019 Page 5
Page 5
FirstName LastName
Note 3. Loan Receivables, page F-90

14.      Please revise your next amendment to include all of the disclosure
requirements of ASC
         310-10-50 related to your loan receivables.
15.      We note loan receivables increased from RMB 126,200 million at
December 31, 2017 to
         RMB 1,487,699 million at September 30, 2018. We further note that
interest income on
         loan receivables increased from RMB 35,002 million (0.7% of total
revenue) in the nine
         months ended September 30, 2017 to RMB 144,433 million (3.2% of total
revenue) in the
         nine months ended September 30, 2018. Please tell us the following
regarding loan
         receivables:

             The reason and business purpose for originating these loans;
             If these loans were originated on your platform similar to the way
loans are originated
             between investors and borrowers that are not accounted for on your
balance sheet;
             If this represents a change in your business model as you state
throughout the
             document that your Company acts as an intermediary to bring the
lender and borrower
             together and you do not record loans receivable: and
             How you determined that no valuation allowance was necessary for
uncollectible
             receivables for the nine months period on September 2017 and 2018
based on the
             result of your assessment.
Note 12. Share-Based Compensation, page F-102

16.      You disclosed that the expected exercise multiple was estimated as the
average ratio of the
         stock price as at the time when employees would decide to voluntarily
exercise their
         vested options. As the Company did not have sufficient information of
past employee
         exercise history, it was estimated by referencing to academic research
publications.
         Please tell us the following:

             Why you did not use exercise multiples of peers in China or other
market-based data
             for your options instead of academic research; and
             Why you do not have separate exercise multiples for employees and
executives
             since they tend to have different stock option exercise multiples.
 Lei Sun
9F Inc.
February 14, 2019
Page 6



        You may contact David Irving, Staff Accountant, at (202) 551-3321 or
Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding
comments on the
financial statements and related matters. Please contact Christopher Dunham,
Staff Attorney, at
(202) 551-3783 or Michael Clampitt, Senior Counsel, at (202) 551-3434 with any
other
questions.



                                                           Sincerely,
FirstName LastNameLei Sun
                                                           Division of
Corporation Finance
Comapany Name9F Inc.
                                                           Office of Financial
Services
February 14, 2019 Page 6
cc:       Z. Julie Gao, Esq.
FirstName LastName
</TEXT>
</DOCUMENT>
