BTBTBit Digital

Please revise your future filings to provide a discussion of your financial condition and changes in financial condition as required by Item 303(a) of Regulation S-K and Item 5 of Form 20-F.

to the Staff’s comment, we will revise our future filings to provide such discussion. Read in the reply ↗

We note your disclosure of the reinvestment rate of existing lenders and re-borrowing rate for existing borrowers that you have identified as Key Operating Metrics. Please provide us with the calculations for the disclosed measures and explain why you believe your calculation is appropriate to explain the reinvestment rate of lenders and the re-borrowing rate.

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Please also revise your future filings to clearly disclose how these measures are calculated.

to the Staff’s comment, we will file an amendment on Form 20-F/A to include below disclosure as well as to include below disclosure in future filings to clarify how these measures are calculated:

Reinvestment rate: Reinvestment rate is equal to the lenders who have invested twice or more during the quarter, divided by total lenders during the quarter.

Re-borrowing rate: Re-borrowing rate is equal to the borrowers who have borrowed twice or more during the quarter, divided by total borrowers during the quarter.

Based on the foregoing, we believe that our calculation appropriately explains

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the reinvestment rate of lenders and the re-borrowing rate.

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We note disclosure on page 86 that Ms. Jing Leng has been serving as your Chief Financial Officer since June 25, 2018. Additionally, we also note that Ms. Leng also serves as the financial manager of China Rapid Finance Limited (China Rapid). Please tell us and revise your future filings to address the following: • Disclose the amount of time Ms.

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Leng devotes to Golden Bull Limited and any associated risks related to her employment with China Rapid; • Disclose the extent to which you deem China Rapid to be a competitor; and • Disclose any potential conflicts of interest and how you manage them.

to the Staff’s comment, we will revise the future filings to include the following risk factors related to Ms. Leng’s prior employment with China

Rapid:

Ms. Jing Leng’s prior employment with our indirect competitor may expose the Company to potential legal disputes or conflicts of interest.

M. Jing Leng served as Financial Manager of China Rapid Finance Limited (“China Rapid”) from January 3, 2017 to June 22, 2018.

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China Rapid predominantly offers consumer loans for the credit needs of what they refer to as Emerging Middle-class, Mobile Active consumers (“EMMAs”).

Consumer loans typically have loan terms lasting from between two weeks and three months, and have loan principal amounts between

RMB 500 (approximately US $77) to RMB 6,000 (approximately US $922). On the other hand, we focus on a different market segment and facilitate loans exclusively to borrowers that provide automobiles as a form of security to lenders. In many instances, third-party institutions also provide a guarantee to lenders as an additional layer of security. The automobiles that are secured must be owned by the borrower and may not be encumbered by existing loans. We require that the size of each loan be no more than 70% of the value of the collateral of such loan. The loan term we provide for our borrowers ranges between 30 days to 540 days, and have principal amounts generally between RMB 20,000 (approximately US $2,899) to RMB 400,000 (approximately US $57,935).

While both the Company and China Rapid are in the same P2P industry, we and China Rapid focus on different market segments and are thus indirect competitors. We focus on bigger loans using automobiles as collateral while China Rapid focuses on smaller loans. There is little direct competition between the Company and China Rapid.

Nevertheless, since Ms. Jing Leng had previously entered into an employment agreement with non-disclosure provision with China Rapid during her employment there, in the event China

Rapid claims that Ms. Jing Leng breached her confidentiality obligations pursuant to the terms of that employment agreement, China

Rapid may have a cause of action against Ms. Jing Leng for a breach of contract and against the Company for unfair competition, which may have negative impact on our reputation and cause distraction to management

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Please tell us and revise future filings to clearly identify each material weakness and to provide additional detail regarding how the deficiency in internal control in each material weakness impacted financial reporting.

to the Staff’s comment, we will include below revised disclosure in Item15 of future filings to identify each material weakness and to provide additional detail regarding how the deficiency in internal control in each material weakness impacted financial reporting:

Based on this assessment, management determined that, as of December 31, 2018, we did not maintain effective internal control over financial reporting due to the existence of the following significant deficiencies and material weaknesses:

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Lack of sufficient full-time personnel with appropriate levels of accounting knowledge

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and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues, and prepare and review financial statements and related disclosures under U.S. GAAP, and as a result, the Company may not be able to identify and monitor significant accounting issues appropriately on a timely basis;

Lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures, and as a result, the Company may not be able to discover the existence of problems and prevent the problematic behavior in internal control;

Lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned;

Lack of reviewed documentation for management’s approval on aging analysis and as a result, the Company may not be able to accrue provision for bad debt appropriately on a timely basis;

Lack of sufficient monitoring of the employee resignation procedure, which may result in an inaccurate number of employees in the annual report;

Lack of well-structured IT general control policies and procedures for documentation of program changes, periodic transaction log reviews, control quality evaluations, backup restoration tests and centralized anti-virus detections, which may result in failure to accurately collect operational data to prepare the financial statements.

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Please tell us how you concluded that your disclosure controls and procedures were effective as of December 31, 2018, considering that your internal control over financial reporting was not effective as of this date due to the significant deficiencies and material weaknesses identified. Your explanation should be comprehensive and address all of the components of the definition of disclosure controls and procedures.

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Please refer to Sections II.D and E of SEC Release 33-8238. If appropriate, please amend your Form 20- F to revise your conclusion regarding your disclosure controls and procedures.

Management believes our disclosure controls and procedures were not effective as of December 31, 2018 since our internal control over financial reporting was not effective as of that date. We will file an amendment to the Form 20-F to indicate such conclusion. Read in the reply ↗

We note that you have recognized a $810,863 deferred tax asset at December 31, 2018 related to net operating losses which can be carried forward for five years. We also note cumulative losses since your inception in 2015 and disclosure that you believe that a valuation allowance is not necessary because there will be sufficient operating income generated in future years.

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In determining the need for a deferred tax asset valuation allowance and considering the guidance in paragraphs 21 – 23 of ASC 740-10-30, forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years, which is considered a significant piece of negative evidence that is difficult to overcome. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. Please provide us an accounting analysis that details the specific positive and negative evidence you considered in determining that your deferred tax assets will more likely than not be realized at December 31, 2018. Your analysis should include but not be limited to: • An analysis of your historical taxable or US GAAP income, projected future tax or US GAAP income by year and a schedule detailing the amounts and years you expect to realize the benefits from your deferred tax assets. • For your projections of future tax or US GAAP income, please: o identify the most significant inputs and assumptions, o provide a qualitative and quantitative discussion of the inputs and assumptions to allow us to fully understand your projections, o provide specific evidence which supports the inputs and assumptions, and o provide a sensitivity analysis using reasonably likely alternatives for key assumptions. • An analysis comparing actual versus forecasted taxable income or US GAAP income for the interim period to date explaining the reasons for any significant differences. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

to the Staff’s comment, we have provided an accounting analysis below:

Our taxable income was $3.7 million, $7.0 million and $7.9 million for the years ended December 31, 2016, 2017 and 2018, respectively. The estimated taxable income is $9.59 million, $11.56 million, $13.95 million, $16.82 million and $20.29 million for 2019, 2020, 2021, 2022 and 2023, respectively.

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Estimated net profit is $0.61 million, $0.97 million, $1.16 million, $1.51 million and $2.07 million for 2019, 2020, 2021, 2022 and 2023, respectively.

The most significant assumption in our projection is the growth rate of loan volume. Since the Company only started its business operations from fiscal year 2015, the loan volumes processed increased significantly in the first 3 years from fiscal year 2015 to fiscal year 2017, we believed that it was not reasonable to use the growth rate calculated based on the fluctuations of these years. The growth rate from fiscal year

2017 to fiscal year 2018 provided a better indicator as the business operations of the Company stabilized. The Company used the growth rate of approximately 21% based on the fluctuation of loan volumes processed from fiscal year 2017 to fiscal year 2018 for the revenue projections. Sales tax and expenses are expected to increase with the increase in revenue; 21% was therefore used for the projection of these items as well. The Company estimates that rental expenses, salary expenses, and research & development expenses would increase at a rate of approximately 13% based on the average increase of these expenses from fiscal year 2017 to fiscal year 2018. Since the business consulting expenses and profession fees incurred in the fiscal year 2018 were mainly in relation of one-time IPO listing expenses, the Company expected that the amount in fiscal year 2019 would only be 50% of the amount recorded in fiscal year 2018 and have an average growth rate of 13% for the years to follow, similar to other general and administrative expenses.

We have provided our unaudited interim financial statements for the first quarter of 2019 to our auditors before our 2018 Form 20-F filing. The actual revenue for the first quarter of 2019 was $4.06 million, compared with $9.59 million for the full year of 2019 in the projection. The actual net profit for the first quarter of 2019 was $0.50 million, compared with $0.61 million for the full year of 2019 in the projection.

There is no significant difference between actual income and forecasted income. As a result, we determined that our deferred tax asset at December 31, 2018 should be realizable in the next 5 years before expiration.

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We note your proposed revised disclosure in response to comment 4. Please ensure that your revised disclosure clearly identifies which of the listed items represented a material weakness that resulted in your determination that you did not maintain effective internal control over financial reporting as of December 31, 2018. Refer to Item 15(b)(3) of Form 20-F.

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Please also ensure the disclosure in your next Form 20-F clearly describes the changes in internal control over financial reporting that occurred during the year as part of your remediation activities and to clearly describe any remaining actions planned to remediate the identified material weaknesses.

In response to the Staff’s comment, we have revised our disclosures accordingly below and will also do so in our future filings:

Item 15 (b) Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule

13a-15(f).

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Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards (“IFRSs”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of

December 31, 2018. The assessment was based on criteria established in the framework Internal Control—Integrated Framework

(2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, as of December 31, 2018, we did not maintain effective internal control over financial reporting due to the existence of the following material weaknesses:

o Lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues, and prepare and review financial statements and related disclosures under U.S. GAAP, and as a result, the Company may not be able to identify and monitor significant accounting issues appropriately on a timely basis;

o Lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures, and as a result, the Company may not be able to discover the existence of problems and prevent the problematic behavior in internal control;

o Lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned; and o Lack of well-structured IT general control policies and procedures for documentation of program changes, periodic transaction log reviews, control quality evaluations, backup restoration tests and centralized anti-virus detections, which may result in failure to accurately collect operational data to prepare the financial statements.

o Lack of proper segregation of duties within accounting functions.

o Significant deficiencies were also detected at Dianniu, one of our VIEs, which in the aggregate, constitute a material weakness and create a reasonable likelihood that a material misstatement of our annual and interim financial statements will not be prevented or detected on a timely basis. Such deficiencies include: (i) lack of reviewed documentation for management’s approval on aging analysis and as a result, the Company may not be able to accrue provision for bad debt appropriately on a timely basis; and (ii) lack of sufficient monitoring of the employee resignation procedure, which may result in an inaccurate number of employees in the annual report.

As a company with limited resources, the Company does not have the resources to fund sufficient staff to ensure a complete segregation of responsibilities within the accounting function. However, management has carried out and is planning to undertake the following actions to remediate the material weakness described above:

(1) Recruiting qualified consultants with appropriate levels of knowledge and experience in U.S. GAAP reporting to assist in resolving accounting issues in non-routine or complex transactions;

(2) Setting up an Internal Audit Department and establishing formal internal control policies and procedures, implementing an ongoing initiative and training to relevant personnel,

(3) Providing continuous U.S. GAAP trainings to relevant employees;

(4) Making quarterly aging analyses, which will be reviewed and confirmed by the CFO;

(5) Further standardizing the employees’ resignation process; the resignation report of employees above the manager level (including managers) shall be approved by the CEO with approval records and signature;

(6) Setting up IT strategic plans, annual plans and budgeting for it to be consistent with business development, maintaining IT meeting minutes and communicating through emails with relevant departments, setting up IT Best Practice

Standards and evaluating the IT department performance annually, maintaining records for IT change authorizations, terminating user access rights the same day for any employees that leave the Company, standardizing and managing the anti-virus software with specific designated personnel, periodically reviewing the logs to identify any unusual transactions, performing restoration tests for backups regularly, evaluating third-party services annually, and terminating the ones with bad performance;

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We note your response to comment 6. Please address the following: • References to “taxable income” in your response appear to represent “Total operating revenues, net” as presented in your statement of operations on page F-4. Please revise your analysis to instead provide us historical and forecasted PRC taxable operating income/(loss) with appropriate detail of the significant revenue and expense line items.

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Please provide us your historical results by quarter if available. • Please provide us your historical and forecasted US GAAP operating income/(loss) before taxes or taxable operating income/(loss) by country (i.e. PRC, Cayman Islands, etc.) and explain how historical income was generated for each country and ensure any differences in forecasted income/(loss) between countries is explained. • In your accounting analysis you have forecasted revenue (21%) and expense (13%) growth based only on increases experienced from fiscal 2017 to fiscal 2018. Please tell us how you considered in your analysis the potential for ongoing PRC regulatory reform and planned changes to your business model (i.e. entrance into car leasing business, production and sales for Internet of Things technology and technical consulting) in support of these revenue and expense growth rates. • You have also forecasted in your accounting analysis business consulting expenses and professional fees to decrease by 50% when compared to fiscal 2018 since you considered these expenses were mainly in relation to one-time IPO listing expenses. However, we note disclosure on pages 73-74 that business consulting expenses were due to the engagement of professional teams to monitor and provide business advice on your business in the area of human resource strategic management and business strategic management. Please update your analysis, based upon your changing business model, to explain in further detail how you have determined these significant expenses will reduce by 50% in future periods.

In response to the Staff’s comment, we have revised our analysis accordingly as below:

● Please refer to “Taxable Income and Reconciling Items” attached hereto as Exhibit A which provides our historical and forecasted PRC taxable operating income/(loss) with appropriate details regarding significant revenue and expense line items.

● Please refer to “Operating and Forecasted

Income by Country” attached hereto as Exhibit B which provides our historical and forecasted US GAAP operating income/(loss) before taxes or taxable operating income/(loss) by country.

● In our forecast, we used the

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growth rate of 21% in revenue because the Company’s revenue level has been gradually increasing since the fourth quarter of 2018. In the first quarter of 2019, the operating result was made available at the end of April 2019, right before the 2018 20-F was filed, and the Company’s revenue increased 101% over the fourth quarter of 2018. Therefore, the Company used the growth rate of 21% in revenue based on the fluctuation of loan volumes processed from fiscal year 2017 to fiscal year 2018, which appears to be achievable and conservative for the Company according to the positive performance in the first quarter of 2019.

● We have forecasted business consulting expenses and professional fees to decrease by 50% when compared to fiscal 2018, because these expenses were mainly attributable to consulting services in the area of human resource strategic management and business strategic management related to IPO. The original projection and accounting analysis we provided was largely based on the March 31, 2019 quarterly performance which was made available at the end of April 2019 right before the 2018 20-F was filed. However, the overall performance of the P2P industry has declined in the second quarter of 2019 due to the increasingly stricter regulations of the P2P industry by the Chinese government.

As a P2P operator, we have also been affected, resulting in a sharp decline in the Company’s operations in the second quarter of 2019. Please refer to “New Forecast” attached hereto as Exhibit C which provides our revised forecast and accounting analysis.

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For each reconciling item in your effective tax rate reconciliation for 2017 and 2018 on page F-19, please clearly tell us and revise your future filings, to the extent material, to explain: • the nature of the reconciling item, and • if the item represents income or expense and how the item is treated differently for taxes.

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Also, clearly explain to us why Cayman non-deductible expenses decrease your effective tax rate.

In response to the Staff’s comment, please refer to our explanation in Exhibit A attached hereto and we will also revise our future filings accordingly Read in the reply ↗

We note that 47% of your losses before taxes in 2018 is presented as foreign (i.e. non- PRC) on page F-19. Please tell us and revise future filings to clearly describe how income is generated in each geographic market as required by Item 4 and Item 5 of Form 20-F. You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Michael Volley, Staff Accountant, at (202) 551-3437 with any questions.

In response to the Staff’s

● All of our income from inception to 2018 is generated in China. We facilitate loans by connecting borrowers and lenders, preparing all necessary paperwork related to borrowers’ applications and assisting with securing collateral. Our primary sources of revenue consist of fees received for transactions through our platform and include transaction and management fees, which are described in further detail below:

o Transaction Fees: Transaction fees are paid by borrowers to the Company for the work the Company performs through its platform.

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These fees are recognized as a component of operating revenue at the time of loan issuance. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors.

These fees are non-refundable upon the issuance of loan.

o Management Fees: Loan borrowers pay a management fee on each loan payment to compensate us for services provided in connection with facilitation of the loan transactions, including review of a borrower’s application with required supporting documentation, evaluation of such borrower’s credit, assessing and verification of collaterals as well as the maintenance of profiles in our system. The Company records management fees as a component of operating revenue at the time of loan issuance. The amount of these fees is based upon the loan amount and other terms of the loan, including credit grade, maturity and other factors. These fees are non-refundable upon the issuance of loan.

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We note your response and corresponding Exhibits provided in response to comment 2. As noted in your revised forecast in Exhibit C, due to the increasingly stricter regulations of the P2P industry by the Chinese government you now forecast losses in all future periods.

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Based on your historical losses and your revised forecast of projected losses, please recognize a valuation allowance on your deferred tax asset or tell us further how and why you have determined that a valuation allowance is not appropriate.

In response to the Staff’s comment, we have provided an accounting analysis below for not recognizing a valuation allowance on the deferred tax asset as of

December 31, 2018:

The Company’s assessment of deferred tax assets before filing date of Form 20-F

Prior to the filing of the Form 20-F on April 30, 2019, the Company considered both negative and positive evidences and prepared a forecast of net operating losses for the years ended December 31 (which we have provided in our previous response to the Staff’s comments), 2019 through

2023, and reached a conclusion that it is not necessary

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to provide a valuation allowance on the deferred tax asset as of December

31, 2018.

Negative evidence

In assessing the need for a valuation allowance for deferred tax assets arising from net operating losses, the Company identified as the negative evidence the continuous net losses of $3.5 million and $1.0 million, and continuous net operating losses of $2.2 million and $1.2 million, for the years ended December 31, 2018 and 2017.

However, ASC 740 does not specifically define “cumulative losses in recent years.” In discussing cumulative losses, the FASB did note in Statement

109.100 (non-authoritative) that they considered losses in the context of a three-year period.

In addition, the Company has provided our unaudited interim financial statements for the three months ended March 31, 2019 to our auditors before our Form

20-F filing for the year ended on December 31, 2018, which presented a net income of $0.5 million. As a result, the Company expects the projected net income for the year ended December 31, 2019 would be no less than $0.61 million, which is the net income in our forecast on which the Company assessed the realizability of deferred tax assets and the need for a valuation allowance as of December

Positive evidence

In addition to the net income of $0.5 million for the three months ended March 31, 2019, the Company witnessed an increase in the number of borrowers, who contribute both management fees and transaction fees to the Company. The Company regarded both indicators as positive evidences that the Company would generate sufficient revenues and net profits in the carryforward periods.

Based on the negative evidence and positive evidence, the Company prepared a forecast for the Company’s net operating income, which is $0.61 million, $0.97 million, $1.16 million, $1.51 million and $2.07 million for the years ended December 31, 2019, 2020, 2021, 2022 and 2023, respectively.

The Company thus concluded that it is more likely than not that the deferred tax asset will be realized and no need to provide valuation allowance for deferred tax assets.

Increasing negative evidence after filing of Form 20-F

In May 2019, the financial regulatory authority of Shanghai issued the list of online lending companies that should exit the P2P lending industry after full payment of outstanding balance of loans. Furthermore in May 2019, the financial regulatory authority of Shanghai required the Company to gradually scale down the outstanding balance of loans it facilitated, to reduce the number of lenders and borrowers. As a result of these regulatory requirements, the Company’s operation performance was far below expectation. The Company expected these unfavorable regulatory changes have affected and could continue to affect our business negatively.

Based on our evaluation of regulatory and business environment of the P2P lending industry, the Company provided a new forecast in response to the Staff’s comments dated July 12, 2019. The forecast estimated net losses of $1.2 million, $0.6 million, $0.5 million, $0.4 million and $0.3 million for the years ended December 31, 2019, 2020, 2021, 2022 and 2023, respectively, leading to a full valuation allowance on the deferred tax assets.

Though the full valuation allowance of deferred tax assets was estimated as a result of increasing negative evidence after the filing of Form 20-F on April

30, 2019, the Company believes it is a result of regulatory requirements which did not exist on December 31, 2018 (for the three months ended December 31, 2018 and March 31, 2019, the Company witnessed an increase in the number of borrowers and revenues. The

Company even made net income for the quarter ended March 31, 2019). According to the definition of subsequent events in ASC 855-10-20, the Company categorized the change as a non recognized subsequent event, and referring to ASC 855-10-25-3, the Company did not recognize such a subsequent event in the financial statements.

Pursuant to ASC250-10-45-17,

“… A change in accounting estimate shall not be accounted for by restating or retrospectively adjusting amounts reported in financial statements of prior periods or by reporting pro forma amounts for prior periods.”, as the change in estimates of deferred tax assets was a result of non recognized subsequent event, the Company believes it is not necessary to restate the

Form 20-F by recognition of a full valuation allowance on deferred tax assets. Instead, the Company would present the valuation allowance in our future filings.

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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 not they retain copies of the communications.

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Please identify the lead underwriter in your next amendment and disclose the material terms of your offering, including the nature of your underwriting arrangement, the obligation to return subscriptions by a certain date if you do not receive the minimum amount of subscriptions, and the placement of investor funds in escrow in the interim. Please refer to Item 501(b)(8) of Regulation S-K for guidance.

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Further, please revise the Prospectus Summary, Use of Proceeds, Capitalization, Dilution, Risks Related to Our Ordinary Shares and This Offering, and Liquidity and Capital Resources sections of your prospectus consistent with the fact that only the minimum number of your securities may be sold in your offering.

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Please disclose the key aspects of your offering and your business, such as:  You offer short-term loans for periods of 30, 60, or 90 days;  Your lending activities are highly concentrated in a small number of borrowers, disclosing representative historical statistics;  Whether new regulatory restrictions beginning August 17, 2017 appear likely to impact your business operations, materially describing such

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restrictions;  You were one of approximately 2,448 online consumer finance marketplaces operating in China as of December 2016 and whether you expect competition to increase;  Whether and to what extent you have an obligation to repay lenders if a borrower defaults on its loan;  Loans you facilitate may only be 70% collateralized; and  You do not currently have a risk reserve fund. Please also make corresponding revisions throughout your prospectus. For guidance, please refer to Item 3 of Form F-1 and Instruction to Item 503(a) of Regulation S-K.

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We note your disclosure on page 2 that “no loans facilitated through [y]our platform had defaulted” as of March 31, 2017. Please disclose:  The proportion of loans where borrowers were late on their payments, if any.

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 The number of borrowers who take out multiple loans, the average number of loans per borrower, and any associated limitations on the repayment of existing loans by securing additional loans on your platform. Finally, in light of your 0% default rate, please disclose throughout your prospectus that neither your collateralization standards nor default collection efforts have been tested in practice.

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Please revise to disclose if you provide any compensation or benefit to individuals or entities such as lending institutions that refer borrowers to your platform.

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Please revise to disclose if you have any formal or informal agreements with individuals or entities such as lending institutions to refer borrowers to your platform.

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Please revise to consistently present the name of your legal entities and subsidiaries. For example, in the diagram on page 3 you refer to Point Cattle Holdings Limited and Point Cattle Group Company Limited as your wholly owned subsidiaries while on page F-6 you appear to refer to the same entities as Golden Bull Holdings Limited and Golden Bull Group Company Limited.

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Please revise the diagram on page 3 as follows:  Indicate which entities are inside China and which entities are outside China.  Add a footnote to disclose that the connections between Shanghai Fuyu Information and Technology Co., Ltd. and your two VIEs are not ownership interests but rather are a series of contractual arrangements.

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 Disclose the ownership interests of your two VIEs, consistent with the remainder of your presentation.  Disclose the individuals or entities with the remaining 10.8% equity interests in Shanghai Dianniu Internet Finance Information Service Co., Ltd.

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Please disclose whether you anticipate being a “controlled company,” as defined in NASDAQ Rule 5615(c)(1), following the completion of the offering and revise your disclosure as necessary.

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In the discussion of each VIE agreement for Shanghai Dianniu and Shanghai Baoxun, please ensure you disclose all material terms to ensure investors clearly understand each agreement. Additionally, please ensure that your disclosure of each agreement is consistent with the agreement and is consistent throughout your filing.

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We note for instance on page 4 you disclose the annual consulting service fee is 89.2% of Dianniu’s operating revenue while on page F-6 you disclose the service fee is 89.2% of net profit. Additionally, we note on page F-6 you disclose that Shanghai Fuyu Information and Technology Co., Ltd has the obligation to absorb all of Shanghai Dianniu’s losses while on page F-16 you disclose Shanghai Fuyu Information and Technology Co., Ltd is obligated to absorb 89.17% of Shanghai Dianniu’s losses.

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Please disclose whether you believe the provision of internet financing services falls within the restricted category or the prohibited category under the Guidance Catalog of Industries for Foreign Investment, and briefly describe the consequences of being in such category.

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Please also disclose Bauxun’s current or anticipated industry categorization and whether foreign investment in this industry is currently encouraged, restricted, prohibited, or not listed. Finally, as applicable, please disclose your expectations for the future classifications of these industries or the re-classification of either VIE to a different industry.

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Please revise to provide a risk factor that, as a result of your election to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), your financial statements may not be comparable to companies that comply with public company effective dates.

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Please include a similar statement in your critical accounting policy disclosures in the Management’s Discussion and Analysis (MD&A) section.

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Please disclose what proportion of your revenue was attributable to loans to borrowers for more than RMB 200,000 as of December 31, 2016, and in the subsequent periods. Please also disclose:  Whether this pending restriction also applies to small business loans;  Whether there is a penalty associated with an individual borrowing more than RMB 1 million from all platforms combined and to whom such a penalty would

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be assessed; and  Whether and how you will determine if borrowers have obtained loans through other lending platforms. Despite our marketing efforts, we may not be able to promote and maintain our brand in an effective and cost-efficient way and our business and results of operations may be harmed accordingly, page 16

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Please revise to clarify where in your financial statements you present the $1.6 million in marketing and advertising expenses incurred during 2016. We note on page F-3 that selling expenses totaled $826,038 for 2016.

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Please add a risk factor that U.S. regulators’ ability to conduct investigations and inspections within China is limited. Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties, page 34

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Please clarify whether you are or expect to be subject to penalties because you have not made adequate employee benefit payments and, if applicable, please disclose the amount of the penalties.

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Please estimate your use of proceeds for each principal use identified. For guidance, please refer to Item 4.a of Form F-1 and Item 3.C.1 of Form 20-F. In addition, please disclose your estimate of the amount of such proceeds that would be available for such uses immediately following the completion of your offering to the extent Chinese law imposes restrictions that would materially impact the amount of such

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proceeds actually available to you at such time.

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We note disclosure of customer concentration in the notes to your financial statements on page F-20 and in your risk factor on page 13. Please ensure you identify, quantify and analyze known trends, demands, commitments, events and uncertainties related to customers, investors or referring entities, whether affiliated or unaffiliated, that are reasonably likely to have a material impact on your financial results on

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business. Refer to Item 303 of Regulation S-K for guidance.

No reply letter found.

Please revise to clarify how the P2P measures, described on page 12 and scheduled to be effective August 17, 2017, which cap the maximum loan balance for a borrower to RMB 200,000 are reasonably likely to impact your financial results and business given your disclosure of customer concentration.

No reply letter found.

Given your limited operating history and the rapid growth during that period, in order to clearly show relevant trends please revise to disclose key operating metrics in a tabular format for each quarter during the reporting periods presented.

No reply letter found.

Please revise to disclose key operating metrics related to your investors including, but not limited to:  The reinvestment rate of existing investors;  The number of new investors that made an investment during the quarter; and  The total number of investors that made an investment during the quarter.

No reply letter found.

Please revise to disclose key operating metrics related to your borrowers including, but not limited to:  The re-borrowing rate of existing borrowers;  The number of new borrowers that borrowed money during the quarter; and  The total number of borrowers that borrowed money during the quarter. Please disclose this information separately for individual and small business borrowers.

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Also discuss relevant differences between individual and small business borrowers from a financial or strategic perspective.

No reply letter found.

Please revise to disclose the delinquency percentage for loans outstanding on your marketplace at each quarter end.

No reply letter found.

Please revise to disclose your average customer acquisition costs for each quarter and discuss and analyze trends in your average customer acquisition costs.

No reply letter found.

Please provide us an accounting analysis related to your recognition of management fees at the time of loan issuance as compared to over the life of the loan. Please identify the accounting guidance you considered in making your determination and explain to us how you determined that all the relevant services have been rendered.

No reply letter found.

Please revise to quantify the amount of licensing fees recognized as income for each period presented and to additional information related to the generation of licensing fees. For example, explain the role of an agent including why a borrower will use an agent, explain what credentialed information is, typical terms of a licensing period, etc.

No reply letter found.

Please provide us an accounting analysis related to your recognition of servicing expense as a reduction of revenue as compared an operating expense. Please identify the specific accounting guidance you considered in making your determination.

No reply letter found.

On page 11 you refer to your inability to collect payments from borrowers as a risk. Please revise here and throughout your filing as appropriate to clarify and expand on your role in collecting payments from borrowers and how this process impacts your financial results and business.

No reply letter found.

On page 18 your disclose that because you do not have a risk reserve fund in the event of loan defaults you would not have funds readily available to repay lenders. Please revise here and throughout your filing as appropriate to clarify in what circumstances you would repay lenders in the event of loan defaults.

No reply letter found.

Please revise to disclose which party manages the collateral repossession process when a borrower defaults on their loan and discuss any fees or costs associated with this process.

No reply letter found.

Please revise to provide additional details regarding your investor incentive program including, but not limited to:  Clarifying what the consumptive loan program is as compared to other loan programs;  Detailing more clearly the criteria for an investor to get paid an incentive including why the number of first time borrowers is an important factor;  Clarifying how the amount of an incentive is determined, how

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it is earned, when it is paid, and if it is paid at one time or over a specified period;  Clarifying if the incentive is paid in cash or as a credit to be used to invest in a future loan; and  Clarifying how you determine if an incentive results in negative revenue for a marketplace investor and quantifying the negative amount for each period presented.

No reply letter found.

We note that you restrict access to your platform to “qualified borrowers.” Please describe the necessary qualifications or characteristics your borrowers must possess and explain your reference to “prime borrowers” on the following page. If you target specific borrower demographics, please disclose such demographics.

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Please also disclose if and how your credit assessment distinguishes between individual and small business borrowers.

No reply letter found.

Please describe your plan of operation for the remainder of the fiscal year and for the first six months of fiscal year ending December 31, 2018. For guidance, please refer to Item 4 of Form F-1, Instruction 2 to Item 4.B of Form 20-F and Item 101(a)(2) of Regulation S- K.

No reply letter found.

Please disclose how you currently market your platform to borrowers and investors. In addition, please disclose how you plan to use proceeds from this offering to expand your marketing efforts.

No reply letter found.

We note your third bullet addresses investor returns “after fees.” Please tell us and revise to clarify if you, or your third party service provider, charge any fees to investors.

No reply letter found.

We note you disclosure related to servicing fees and late payment penalties. Please revise to provide additional information regarding these fees and penalties, including but  Disclosing the amount charged for each period presented; and  Clarifying which entity retains these amounts and if you retain them, the related accounting policies, and where these amounts are presented in your financial statements.

No reply letter found.

Please disclose the average loan amounts for both your personal and small business loans as well as any minimum or maximum loan requirements.

No reply letter found.

Please disclose how many loans facilitated on your platform have third party guarantees, the nature of the third parties providing these guarantees, and the terms on which they do so.

No reply letter found.

We note that your platform’s loans had an 8% average interest rate in 2016, which you consider comparable to bank loan interest rates in China. Please also disclose the range of and average interest rates, including your transaction and management fees, and evaluate the comparability of loans on your platform to bank loans after fees.

No reply letter found.

Regarding your use of automobiles to secure loans, please disclose:  Whether the automobiles used as security are subject to other liens or security interests or are owned outright, and whether any actions must be taken to perfect a security interest in the automobiles;  Whether you receive or pay fees in your partnership with the third party garages; and  The activities of your employees who are located in

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garages “for the purpose of administering the automobiles used as collateral for the loans we facilitate.”

No reply letter found.

We note your statement that “[you] believe that [y]our platform enables . . . a credit assessment that more accurately determines an applicant’s creditworthiness. Please revise your disclosure to provide your basis for this belief, as well as to identify the alternative assessments models to which you are comparing your model.

No reply letter found.

Please expand your description of your credit assessment process to describe in more detail the steps you take to reach a decision on whether to extend credit.

No reply letter found.

Please disclose the percentage of applicants submitting complete applications received credit approval in fiscal year ended December 31, 2016 and the subsequent periods.

No reply letter found.

Please revise to clarify how you collect your fees. For example, clarify whether the third party service provider takes the fees from investor deposits and transfer them to you and then transfers the remaining loan amount, net of your fees, to the borrower.

No reply letter found.

We note that you must contribute “certain percentages” of your employees’ salary for certain benefits under PRC law. Please disclose the aggregate amount contributed for the years ended December 31, 2016 and 2015, if material.

No reply letter found.

Please tell us why Qian Lai Qian Wang is not included in this table in light of your disclosure on page 92.

No reply letter found.

Please separately present each material class of operating revenue from services in accordance with Rule 5-03 of Regulation S-X.

No reply letter found.

Please revise to provide a separate heading and discussion of the Business Cooperation Agreement.

No reply letter found.

Please revise to disclose how you account for and where you present the costs related to verification and credit assessment and the decision-making processes as discussed on page 72. Please tell us the cost of these activities during 2016.

No reply letter found.

We note from your disclosure on page 5 that you qualify as an emerging growth company and that you have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements (i.e. to comply with new or amended accounting pronouncements in the same manner as a private company).

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Please expand your disclosure to specify the dates on which adoption is required and the date on which you plan to adopt the recently issued accounting standards, assuming you still remain an emerging growth company at that date. Please refer to question 14 of the Jumpstart Our Business Startups Act Frequently Asked Questions document available on our website: https://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm.

No reply letter found.

Please revise to separately quantify, for each period presented, the amount of cash and cash equivalents deposited with a bank and the amount deposited with a third party platform fund account.

No reply letter found.

We note your disclosure on page 2 that you currently facilitate loans exclusively to borrowers that provide an automobile as security to lenders. Given the significant amount of transaction and management fees earned from a limited number of borrowers during each of the reporting periods presented, please revise your MD&A to provide an enhanced discussion of the transactions entered into with these borrowers that

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resulted in these fees. This discussion should include for instance, a quantification of the total amount of loans facilitated during each period, the amount and percentage of transaction and management fees earned on these loans, and how the requirement to provide adequate collateral as security to lenders was met.

No reply letter found.

We also note that your disclosure of customer concentration risk includes concentration only as it relates to borrowers. Given that your platform connects investors with borrowers, please tell us how you determined that investors are also not your customers. Please also revise to disclose any concentrations of loans funded by investors during each of the reported periods.

No reply letter found.

Specifically related to your disclosure on page 34 that you have not made adequate employee benefit payments and may be required to make up the contributions as well as to pay late fees and fines and in general related to any other potential regulatory or other significant loss contingencies, in accordance with ASC 450-20-50, please revise to disclose:  The amount or range of reasonably possible losses in addition

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to amounts accrued, or  That reasonably possible losses cannot be estimated, or  That any reasonably possible losses in addition to amounts accrued is not material to your financial statements.

No reply letter found.

Please provide fair and accurate translations of all of your attached agreements pursuant to Securities Act Rule 403(c). In this regard we note that not all parties are identified in your material contracts.

No reply letter found.

Please include the final and complete version of your material VIE contracts including appendices. We note many terms and parties are blank in the agreements. Additionally, we note the appendix of the Technical Consultation and Service Agreement includes information on the service fees and is not included.

No reply letter found.

We note your revised disclosure on page 2 that you began restructuring your loan funding structure but that you “believe that not all of the loans [you] facilitated were within the limitations set forth in the P2P Measures.” Please revise your disclosure to quantify or otherwise describe the potential magnitude of the non-compliance.

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If you are uncertain as to the scope of the non-compliance, please disclose that and specify the matters as to which the uncertainty exists. In addition, please disclose your expectations for compliance with the P2P Measures pursuant to your new loan structure. Finally, please make corresponding revisions to your risk factor on page 15 and in your MD&A and Business sections.

No reply letter found.

We note your revisions in response to comment 4, including your disclosure in the penultimate paragraph on page 2 that platform borrowers must either repay their loans in full or put up additional collateral. Please tell us whether you also allow borrowers to repay their existing loans with new loans facilitated on your platform. If so, please disclose the number and percentage of borrowers that do so.

No reply letter found.

We note your revisions in response to comment 8. Please revise the diagram to disclose Mr. Liu’s ownership interest in Dianniu.

No reply letter found.

We note your revised disclosure on page 46 in response to comment 9. Please disclose that Messrs. Zeng and Liu will continue to have substantial influence on any matters requiring a shareholder vote by virtue of their significant ownership of your ordinary shares and that their interests may conflict with those of other shareholders.

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Please also disclose the impact that your voting procedures outlined on page 105 will have on shareholders unable to attend a meeting of shareholders in person.

No reply letter found.

We note your revisions in response to comment 13. Please disclose the number and percentage of your borrowers in violation of the P2P Measure as of the end of your most recently completed fiscal year and quarter and further disclose the percentage of your revenue attributable to these borrowers. Please also disclose, if true, that a RMB 30,000 penalty would be charged for each violation.

No reply letter found.

We note your revisions in response to comment 17 as well as your risk factor beginning on page 35 regarding uncertainty over the amount of proceeds which would be immediately available to you following this offering under Chinese law.

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Please disclose whether these proceeds will be available for the uses you identify immediately following the completion of your offering and, if applicable, estimate the amount of such proceeds that you expect will be available to you immediately following the completion of your offering.

No reply letter found.

We note your response to comment 23 in our letter dated August 2, 2017. To the extent you have delinquent loans outstanding on your market place at a period end, please disclose the delinquency percentage.

No reply letter found.

We note your response to comment 24 in our letter dated August 2, 2017. Please revise to disclose your average borrower acquisition costs for each quarter and include a discussion and analysis of trends. Additionally, to the extent practicable, please calculate and present your borrower acquisition costs and your lender acquisition costs using the marketing costs attributable to on each group (i.e.

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borrower or lender) individually.

No reply letter found.

We note your response to comment 18 in our letter dated August 2, 2017. We also note disclosure on page 62 that the number of borrowers increased in large part because you changed your business model to loan directly to individual and small company borrowers rather than to the referrals from lending or guarantee institutions because of the P2P Measures.

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We further note disclosure in other parts of your filing related to your change in loan structure (note 2 on page 61, page 2, etc.). Please revise your disclosure throughout your filing related to the change in loan structure to more clearly and consistently explain how your loans were previously structured including more clearly identifying the parties involved and discuss the timing of when you changed your loan structure.

No reply letter found.

Please revise to disclose, in a tabular format for each period presented, each material type of expense that is included in selling expenses or general and administrative expenses. Additionally, please revise to include an enhanced discussion and analysis of any trends related to such expenses.

No reply letter found.

We note your response to comment 52 in our letter dated August 2, 2017. Please tell us if automobiles serve as collateral for the loans to the major borrowers. If they do not, please revise to disclose the facts and circumstances related to the collateral securing these loans.

No reply letter found.

We note your response to comment 25 in our letter dated August 2, 2017. You disclose that management fees are to compensate you for maintaining borrowers’ account portfolios. Please provide us additional information regarding the activities you perform to maintain borrowers and lenders’ account portfolios. Specifically tell us if you perform these services over the life of the loan.

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If you do, please tell us how you considered whether you should recognize management fees over the life of the loan.

No reply letter found.

We note your revisions in response to comment 32. Please revise your disclosure to clarify what you consider to be a “good” credit score or report. Please also disclose the features that make jobs “high risk” or not, in your evaluation.

No reply letter found.

Please disclose that there is no minimum loan amount consistent with your response to comment 37.

No reply letter found.

We note your revisions in response to comment 42. Please disclose the credit assessment steps you take in determining that a borrower is qualified. For example, please disclose how and when a borrower is initially qualified, and clarify the types of qualifying or disqualifying features arising during the course of your review of the borrower’s credit and loan history.

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Please also explain how your determination of a guarantor’s ability to guarantee a loan influences your credit assessment of whether a borrower is qualified.

No reply letter found.

Considering your response to comment 54 in our letter dated August 2, 2017, please revise this section to clarify if you have made adequate employee benefit payments.

No reply letter found.

We note your disclosure that you attract borrowers primarily through lending and guarantee companies (page 64), that you have been dependent on a limited number of lending and guarantee companies (page 83), and that lending and guarantee companies are under no contractual obligation to continue partnering with you.

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Please revise to disclose the approximate number of lending and guarantee companies you partner with and disclose any concentrations in the volume of business transacted with a particular lending or guarantee company. Refer to ASC 275-10-50 for guidance.

No reply letter found.

We note your new risk factor on page 47 regarding the substantial influence possessed by Messrs. Zeng and Liu. Please disclose this risk in your prospectus summary, too, or tell us why you believe such disclosure is unnecessary. Please refer to Item 3 to Form F-1, Item 503 of Regulation S-K, and Instruction to Paragraph 503(a) thereunder.

No reply letter found.

We note the revised terms of your underwriting agreement. Please disclose whether the estimates of your offering proceeds assume placement discounts and commissions of 8%, 4%, or some combination thereof. Please make corresponding revisions to your Use of Proceeds section.

No reply letter found.

We note your revisions in response to comment 6 as well as your disclosure on the cover page that you “will not be able to use such proceeds in China, however, until we complete certain remittance procedures in China.” Please disclose the amount of your proceeds, if any, that you believe you will be able to remit to China immediately following the completion of the offering.

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If the proceeds you are able to remit to China immediately following your offering are materially less than your minimum offering amount, please disclose whether you still “expect to allocate amounts in approximately the same percentages” as outlined.

No reply letter found.

We note your revisions in response to comment 4 as well as your disclosure on page 5 that you are exempt from the proxy rules as a foreign private issuer. Please disclose whether you are required under Cayman Islands law to provide shareholders with a proxy statement designating a proxy at your meeting or if shareholders are personally responsible for designating an individual to serve as their proxy and attend the

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meeting in person on their behalf, in accordance with paragraphs 57 through 60 of your Articles of Association, attached as Exhibit 3.3. In addition, regarding the percentage of paid-up capital required to demand a poll vote, please clarify for us whether it is 15%, as your revised disclosure on page 110 indicates, or 10%, as paragraph 40 of your Articles of Association indicate, and revise your disclosure as necessary.

No reply letter found.

Please disclose the terms of the warrants issued to your underwriters and being registered in this offering.

No reply letter found.

We note your new disclosure beginning on page 93 of your prospectus regarding the recent changes and measures issued by the PRC in 2017 regarding the online P2P lending business. Please revise your prospectus throughout, including the Summary section, to explain in more detail how these recent measures will affect your business and the risks associated with its potential impact and uncertainty.

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In addition, please clarify whether you intend to make modifications to your business model as a result of the new measures.

Golden Bull Limited, a Cayman Islands company (the “Company,” “we,” “us” or “our”), hereby transmits its responses to the oral comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) on January 24, 2018, regarding Amendment No. 1 to the Registration Statement on Form F-1 filed with the Commission on January 12, 2018 (the “Registration Statement”). As discussed with the Staff, we are submitting this letter with proposed changes to the Registration Statement reflecting our responses to the oral comments. The proposed changes are underlined in the Registration Statement and attached hereto as Exhibit A.

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We thank the Staff in advance for its consideration of the Registration Statement. Should you have any questions regarding the foregoing, please contact David Selengut, Esq. or Ari Edelman of Ellenoff Grossman & Schole LLP at (212) 370-1300.

One letter for all the questions, without numbered answers. Read the reply ↗

We note your response to comment 5 and that your Exhibit Index suggests your most recent amended and restated memorandum and articles of association are still to be filed. Please disclose whether or not your organizational documents will require you to provide shareholders with a proxy form when sending out notices of general meetings and, if not, whether or not you will follow the “standard practice” of doing so.

See the reply above.

We note your revisions in response to comment 6 and the Form of Underwriter’s Warrant now attached as Exhibit 4.1. Please disclose the material terms of these warrants, including that they are transferable after a period of 180 days following the effective date of the registration statement, and clarify the period during which they are exercisable as we note apparently conflicting disclosure here and in footnote (3)

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to the fee table of your registration statement. Please make corresponding revisions and/or cross-reference from your description of warrants on page 114. Please refer to Item 4(a) of Form F-1 and Item 9.A.7.(a) of Part I of Form 20-F for guidance.

See the reply above.

Please revise to provide updated audited financial statements in your next amendment or tell us why you believe updated audited financial statements are not required. Refer to Item 4(a) of Form F-1 and Part I, Item 8.A.4 of Form 20-F.

See the reply above.