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                            November 19, 2021

       Ning Li
       Chief Financial Officer
       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
Registration Statement on Form F-3
                                                            Filed November 9,
2021
                                                            File No. 333-259304

       Dear Mr. Li:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
September 29, 2021 letter.

       Amendment No. 1 to Form F-3 filed November 9, 2021

       Prospectus Cover Page, page i

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Cayman Islands holding company with operations conducted by
                                                        your subsidiaries based
in China. We note your disclosure that such structure involves
                                                        unique risks to
investors. Provide a cross-reference to your detailed discussion of risks
                                                        facing the company and
the offering as a result of this structure.
 Ning Li
FirstName
CNFinanceLastNameNing
           Holdings Ltd. Li
Comapany 19,
November  NameCNFinance
              2021          Holdings Ltd.
November
Page 2    19, 2021 Page 2
FirstName LastName
2.       We note your response to prior comment 1 and reissue in part. Please
provide
         prominent disclosure that addresses how recent statements and
regulatory actions by
         China   s government, such as those related to the use of variable
interest entities and data
         security or anti-monopoly concerns, has or may impact the company   s
ability to conduct
         its business, accept foreign investments, or list on a U.S. or other
foreign exchange.
3.       We note your response to prior comment 2 and reissue in part. Please
confirm that you
         will refrain from using terms such as    we    or    our    when
describing activities of
         subsidiaries throughout the registration statement and revise as
necessary. In this regard,
         we note that you use such terms when referring to the holding company
and subsidiaries
         together as a group.
4.       We note your response to prior comment 5. Please expand your
disclosure on the
         prospectus cover page to provide a description of how cash is
transferred through your
         organization and state whether any transfers, dividends, or
distributions have been made
         to date.
Our Company, page 1

5.       We note your response to prior comment 3 and reissue in part. In the
summary of risk
         factors, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice.
6.       We note your response to prior comment 4, and your disclosure that you
do not
         believe you are required to obtain any permission from PRC authorities
to issue your
         ADSs to foreign investors. Please revise to expand your disclosure to
explain what the
         consequences may be if you later find out that you needed permission
from PRC
         authorities to conduct the offering or list outside of China. Also
disclose the
         consequences to you and your investors if applicable laws,
regulations, or interpretations
         change and you are required to obtain approval in the future.
7.       We note your response to prior comment 6 and reissue. Please disclose
in this section
         that trading in your securities may be prohibited under the Holding
Foreign Companies
         Accountable Act if the PCAOB determines that it cannot inspect or
fully investigate your
         auditor, and that as a result an exchange may determine to delist your
securities. If the
         PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure
         here to so state. Also, we note your disclosure on the cover page that
your ADSs may be
         delisted under the Holding Foreign Companies Accountable Act if the
PCAOB is unable
         to inspect your auditors who is located in China. Please revise to
clarify that the
         consequence is that trading in your securities may be prohibited under
the HFCA Act.
         Similarly provide clarification in the heading of your risk factor on
page 11 to state that
         trading may be prohibited.
 Ning Li
CNFinance Holdings Ltd.
November 19, 2021
Page 3
The oversight of the China Securities Regulatory Commission, Cyberspace
Administration of
China or other governmental authorities, page 9

8.       We note your response to prior comment 8 and reissue in part. Please
revise to also
         discuss the extent to which you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
       You may contact John Stickel at 202-551-3324 or Erin Purnell at
202-551-3454 if you
have any questions.



FirstName LastNameNing Li                                     Sincerely,
Comapany NameCNFinance Holdings Ltd.
                                                              Division of
Corporation Finance
November 19, 2021 Page 3                                      Office of Finance
FirstName LastName