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Mail Stop 4720

                                                            June 5, 2018


Bin Zhai
Chief Executive Officer and Chairman
CNFinance Holdings Ltd.
44/F, Tower G, No. 16 Zhujiang Dong Road
Tianhe District, Guangzhou City
Guangdong Province 510620
People's Republic of China

       Re:     CNFinance Holdings Ltd.
               Amendment No. 1 to
               Draft Registration Statement on Form F-1
               Submitted May 21, 2018
               CIK No. 0001733868

Dear Mr. Zhai:

      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.

Prospectus Summary

Overview, page 1

1.     We note your response to comment 4. Please revise your prospectus to
disclose the cost
       of the subordinated units and amount of revenues on the same for each
respective period,
       as indicated in your response.
 Bin Zhai
CNFinance Holdings Ltd.
June 5, 2018
Page 2

Corporate History and Structure, page 5

2.     We note your response to comment 6. Please revise your disclosures on
page 6 and 66 to
       note that the corporate structure only includes material subsidiaries
and that a complete
       list is in Note 1 starting on page F-9. Further we believe that
presentation of the trusts
       would be useful to investors with a description of the basis for
consolidation. Revise
       your disclosures accordingly.

Risk Factors

Risks Related to Our Business

Our trust company partners operate in a strictly regulated industry..., page 20

3.     Revise your risk factor to describe what a non-standard capital pool is.

We are involved in legal proceedings..., page 28

4.     We note your response to comment 14, as well as your revised disclosure.
Tell us your
       basis for not charging-off these loans and the factors you considered in
your
       determination that these loans are collectable.

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

Overview, page 71

5.     We note your response to comment 16. Please revise your disclosures to
state the reasons
       why the average loan tenor has increased.

Loan Performance Data, page 73

6.     We are reissuing comment 18. Please revise your disclosure to discuss
the underlying
       trends and/or reasons that contributed to the changes in the loan
metrics from 2016 to
       2017.

7.     Tell us why you had no charge-offs for the three months ended March 31,
2018.

8.     Revise your disclosures to expand on the reasons how the industry
environment affected
       your collection efforts and your delinquency ratio.
 Bin Zhai
CNFinance Holdings Ltd.
June 5, 2018
Page 3

Business

Overview, page 104

9.     We note your response to comment 29 and your revised disclosures on page
105. Please
       revise your disclosures on page 119 to explain what the expected
investment return is and
       how it is calculated. Disclose the obligation of the trust and
subordinated holders if the
       expected investment return is not met.

Proven business model tailored to the financing needs of China's MSE owners,
page 107

10.    We note your response to comment 30. However, we are unable to locate
the revised
       disclosure in the section headed "Business   Sales and Marketing," as
referenced in your
       response. Please revise your disclosure accordingly or advise.

Our Funding Model, page 118

11.    Tell us whether investors (who are senior unit holders) in long-term
trust plans are
       contractually required to subscribe to all trust products in the
respective trust plan.
       Additionally, tell us whether investors are required to maintain a
certain level of money
       or investment in the trust plan throughout the life of the trust plan
regardless of returns of
       the principal amounts at the expiration of trust products.

Credit Strengthening Services, page 120

12.    We note your response to comment 42. We believe it will be useful for
investors to
       understand the impact of the credit enhancements and credit
strengthening services and
       how the related liabilities are ultimately reflected on the consolidated
financial
       statements. Therefore please disclose the information in the summary of
significant
       accounting policies footnote in the "(e) Loans" section as the services
relate to loans.

13.    We note that when the NPL ratio is between 3% and 10% the service fee
ranges from 0%
       to 8%, and the service fee rate increases as the NPL ratio decreases.
Please provide
       details of the calculation and mechanics of this relationship.

Matching of Terms of Funding Sources and Loans, page 123

14.    We note that when monthly cash flow forecasts indicate a need for
additional financing,
       you coordinate with trust company partners to acquire additional funding
through transfer
       of loans or other permitted means. Tell us your obligation, if any, in
the event that you
       cannot acquire additional funding and the historical frequency of this
occurrence. In
       addition, describe to us what other permitted means to acquire
additional funding are,
       including the usage frequency of such means.
 Bin Zhai
CNFinance Holdings Ltd.
June 5, 2018
Page 4

15.    Revise your disclosures to provide details on the frequency, amounts,
and range of
       interest rates associated with loans transferred to third parties by
trust company partners
       to acquire additional funding for the relevant periods in the filing.
Revise to disclose and
       discuss any differences between the interest rates charged on the loans
and the rate of
       return promised to the third parties. Disclose any other differences
that may arise
       between the original loan and those terms provided to the third parties.

16.    On a related matter, tell us if these transfers are reflected in the
funding tables starting on
       page 16. If not, please revise your tables to reflect the transfers.

17.    We note that you may repay any shortfalls for transfers. Tell us if you
are contractually
       obligated to make these repayments and the frequency, along with related
amounts, of
       shortfall payments. Additionally, tell us how you account for the
shortfalls in detail,
       starting from the time of the shortfall payment at the structure fund
level all the way
       through the consolidation at the consolidated financial statements
level.

18.    Revise to provide the number of customers who prepay and the related
amount of the
       loans that were prepaid for the relevant periods in the filing.

19.    Revise to provide the balance of loans that have exceeded the initial
trust product lives as
       of the relevant periods included in the filing.

Notes to the Consolidated Financial Statements

Note 6. Loans Principal, Interest and Financing Service Fee Receivables

(a) Allowance for Credit Losses, page F-27

20.    We note your response and related revisions to comment 62. You disclosed
charge-offs
       during the year are net of recoveries within the allowance for credit
losses tabular
       disclosure. Revise to separately disclose both charge-offs and
recoveries at gross in
       accordance with ASC 310-10-50-11B(c)(3) and 50-11B(c)(4). Make
corresponding
       revisions in the notes to the financial statements for the period ended
March 31, 2018.

21.    On a related matter, we note the inclusion of two paragraphs on the
bottom of page F-27.
       Please revise to better describe the components of the tabular
disclosure that would
       reconcile with your response to comment 62 and your allowance for credit
losses
       accounting policy disclosed on page F-17. Make corresponding revisions
in the notes to
       the financial statements for the period ended March 31, 2018.

22.    We note your response and related revisions to comment 63. We also note
that you
       disclosed net loans principal, interest and financing service fee
receivables balances
       rather than recorded investment amounts as required under ASC
310-10-50-11B(h).
 Bin Zhai
CNFinance Holdings Ltd.
June 5, 2018
Page 5

       Please revise. Make corresponding revisions in the notes to the
financial statements for
       the period ended March 31, 2018.

(c) Non-Accrual Loans, page F-28

23.    We note your response and related revisions to comment 66. Your response
appears to
       indicate that your impaired loans are the same as your non-accrual loans
in balance and
       substance. Please explain to us how you considered the definition of an
impaired loan
       under the guidance per ASC 310-10-35-16 through 35-17 in your
determination. In
       addition, revise to provide the required disclosure under ASC
310-50-15(c)(1) and tell us
       whether there are any impaired loans with no related allowance for
credit losses.

Note 24. Share-Based Compensation

(b) Fair Value of Share Options and Assumptions, page F-45

24.    We note your response and related revisions to comment 70. Please revise
to provide the
       required disclosure under ASC 718-10-50-2(f)(2) including a discussion
of methods used
       to arrive at the significant assumptions.

        You may contact Michael Henderson, Staff Accountant, at (202) 551-3364
or H. Stephen
Kim, Assistant Chief Accountant, at (202) 551-3291 if you have questions
regarding comments
on the financial statements and related matters. Please contact David Lin,
Staff Attorney, at
(202) 551-3552 or me at (202) 551-3434 with any other questions.

                                                           Sincerely,

                                                           /s/ David Lin for

                                                           Michael Clampitt
                                                           Senior Counsel
                                                           Office of Financial
Services

cc:    Ning Li
       James C. Lin, Esq.
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