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August 17, 2023
James Xigui Zheng
Chief Financial Officer
LexinFintech Holdings Ltd.
27/F CES Tower
No.3099 Keyuan South Road
Nanshan District, Shenzhen 518057
The People s Republic of China
Re: LexinFintech
Holdings Ltd.
Annual Report for
the Fiscal Year Ended December 31, 2022
File No. 001-38328
Dear James Xigui Zheng:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F 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.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 182
1. We note your statement
that you reviewed your register of members and public filings in
connection with your
required submission under paragraph (a). Please supplementally
describe any additional
materials that were reviewed and tell us whether you relied upon
any legal opinions or
third party certifications such as affidavits as the basis for your
submission. In your
response, please provide a similarly detailed discussion of the
materials reviewed and
legal opinions or third party certifications relied upon in
connection with the
required disclosures under paragraphs (b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
instance, please tell
us how the board members current or prior memberships on, or
James Xigui Zheng
LexinFintech Holdings Ltd.
August 17, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note your disclosure at Exhibit 8.1 that you have other consolidated
foreign operating
entities. Please note that Item 16I(b) requires that you provide
disclosures for yourself and
your consolidated foreign operating entities, including variable interest
entities or similar
structures.
With respect to (b)(2), please supplementally tell us the percentage
of your shares or
the shares of your consolidated operating entities owned by
governmental entities in
the foreign jurisdiction in which each of your consolidated
operating entities is
incorporated or organized. Refer to Item 16I(b)(2).
With respect to (b)(3), please provide the required information for
you and all of your
consolidated foreign operating entities in your supplemental
response.
4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
language that such disclosure is to our knowledge. Please
supplementally confirm
without qualification, if true, that your articles and the articles of
your consolidated
foreign operating entities do not contain wording from any charter of the
Chinese
Communist Party.
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.
Please contact Austin Pattan at (202) 551-6756 or Andrew Mew at (202)
551-3377 with
any questions.
Sincerely,
FirstName LastNameJames Xigui Zheng
Division of
Corporation Finance
Comapany NameLexinFintech Holdings Ltd.
Office of Finance
August 17, 2023 Page 2
cc: Haiping Li
FirstName LastName