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United States securities and exchange commission logo





                            March 25, 2021

       Ning Li
       Chief Financial Officer
       CNFinance Holdings Ltd.
       44/F, Tower G, No. 16 Zhujiang Dong Road
       Tianhe District, Guangzhou City, Guandong Province 510620
       Peoples Republic of China

                                                        Re: CNFinance Holdings
Ltd.
                                                            Form 20-F For the
Fiscal Year Ended December 31, 2019
                                                            Response dated
March 11, 2021
                                                            File No. 001-38726

       Dear Mr. Li:

              We have reviewed your March 11, 2021 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
       February 25, 2021 letter.

       Response dated March 11, 2021

       Item 5. Operating and Financial Review and Prospects
       5.A. Operating Results
       Overview, page 74

   1.                                                   We note your responses
to comments two, three and four. Please ensure the information
                                                        supplementally provided
is included in future filings.
   2.                                                   We note your response
to comment six. Please tell us, and revise in future filings, to
                                                        address the following
for all periods presented:
                                                            The amount and
types of loans subject to the collaboration agreements indicating if
                                                            they are first or
second liens as well as the types of underlying collateral.
 Ning Li
CNFinance Holdings Ltd.
March 25, 2021
Page 2
            The NPL and delinquency rates broken out separately for loans
introduced under the
          new collaboration model and the loans under the traditional
facilitation model
          without the involvement of sales parties, and further disaggregated
by first or second
          lien loans.
           On page 48 of your Form 20-F you describe the three options the
sales partners may
          choose from in the event the loans issued under the collaboration
model are in
          default. Please tell us the percentage of each of the options that
have been selected by
          the sales partners for loans that have previously defaulted and tell
us whether there
          are any differences in the timing or recognition of the benefit you
receive under each
          of the options.
           Tell us whether there have ever been any scenarios where the sales
partner has not
          performed pursuant to the terms of the collaboration agreement and
how you
          accounted for that outcome. Additionally, describe any legal rights
of action or
          recourse you have against the sales partners in such default
scenarios.
           How the risk sharing amounts are determined.
           Whether the guarantees cover the entire amount of the delinquent
loans or just
          delinquent past due payments of principal and interest.
           When and how you make a claim to the sales partner when the loan
defaults and the
          typical time period for you to receive any payments due to you under
the
          collaboration agreement.
           How the security deposits received from the sales partners impact
the guarantee
          responsibilities.
           A rollforward of security deposit activity for each of the periods
presented.
           The accounting literature followed in recognizing the confiscation
of security
          deposits as other gains.
           Whether the amount of security deposits received from an individual
sales partner is
          required to be replenished for any specific reason.
           How the determination of the loan loss provision is impacted by the
existence of the
          Credit Risk Mitigation Positions (i.e. CRMPs). For example, tell us
whether the
          benefit from the collaboration agreements is treated as a
freestanding or embedded
          instrument and the accounting literature considered in your analysis.
           How the amount of the collaboration costs paid to sales partners is
determined.
           We note your disclosure that the sales partners receive incentive
fees based upon a
          pre-aged schedule and other conditions. Describe the typical aging
schedule and the
          other conditions. Additionally, describe the timing of expense
recognition in your
          financial statements, and the related accounting literature
considered in your
FirstName LastNameNing
          analysis.         Li
Comapany  NameCNFinance
           Whether             Holdingscosts
                    the collaboration   Ltd. are subject to reimbursement if
certain parameters
          are not
March 25, 2021    met.
                Page  2
FirstName LastName
 Ning Li
FirstName
CNFinanceLastNameNing
            Holdings Ltd. Li
Comapany
March      NameCNFinance Holdings Ltd.
       25, 2021
March3 25, 2021 Page 3
Page
FirstName LastName
Loan Performance Data and Trend Analysis, page 76

3.       We note your response to comment one from our letter dated August 12,
2020. Please
         refrain from disclosing the non-GAAP measures relating to both
aggregate delinquency
         rates and aggregate NPL rates in future filings as these measures are
misleading.
     You may contact Michael Henderson, Staff Accountant at 202-551-3364 or
Marc
Thomas, Staff Accountant at 202-551-3452 if you have any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Finance
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