X FINANCIAL : NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 29, 2021 - Form 6-K

X FINANCIAL

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 29, 2021

Notice is hereby given that X Financial, a Cayman Islands company (the "Company"), will hold its annual general meeting of shareholders at 10:00 a.m., local time, on December 29, 2021 (the "Annual General Meeting") at 7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067, to consider and, if thought fit, to pass, the following resolution:

1.	Change of Director

1.1	RESOLVED as an ordinary resolution: to appoint Kan (Kent) Li as a Director of the Company to replace the Director Ding Gao, to hold office pursuant to the Company's Second Amended and Restated Memorandum and Articles of Association;

and authorizing the registered office provider of the Company to make all requisite filings in the Cayman Islands in respect of the same.

2.	To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

You can find more information about each of these items in the attached proxy statement. Only holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, "Ordinary Shares") registered in the register of members at the close of business on November 12, 2021, New York time, can vote at the Annual General Meeting or at any adjournment that may take place. If you are a holder of American Depositary Shares, please see the discussion in the attached proxy statement under the heading "Voting by Holders of American Depositary Shares."

We cordially invite all holders of Ordinary Shares to attend the Annual General Meeting in person. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy needs not be a shareholder of the Company. If you are a holder of Ordinary Shares and whether or not you expect to attend the Annual General Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Annual General Meeting. If you send in your form of proxy and then decide to attend the Annual General Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed form of proxy is to be delivered to the attention of Yue (Justin) Tang, Chief Executive Officer, X Financial, 7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067, and must arrive no later than forty-eight (48) hours before the time for holding the Annual General Meeting or any adjournment thereof. This notice of the Annual General Meeting of Shareholders and the attached proxy statement are also available through our website at https://ir.xiaoyinggroup.com.

7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,

Nanshan District, Shenzhen, China, 518067

Telephone: [phone]

	By Order of the Board of Directors,
	/s/ Yue (Justin) Tang
	Yue (Justin) Tang
	Chairman and Chief Executive Officer
	Date: November 19, 2021

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X FINANCIAL

PROXY STATEMENT

General

The board of directors of X Financial, a Cayman Islands company (the "Company"), is soliciting proxies for the annual general meeting of shareholders to be held on December 29, 2021 at 10:00 a.m., local time, or at any adjournment or postponement thereof (the "Annual General Meeting"). The Annual General Meeting will be held at 7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067.

Record Date, Share Ownership and Quorum

Record holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, "Ordinary Shares") as of the close of business on November 12, 2021, New York time, are entitled to vote at the Annual General Meeting. As of November 12, 2021, 231,517,943 of our Class A Ordinary Shares, par value US$0.0001 per share, and 97,600,000 of our Class B Ordinary Shares, par value US$0.0001 per share, were issued and outstanding. As of November 12, 2021, approximately 122,178,378 of our Class A Ordinary Shares were represented by American Depositary Shares ("ADSs"). One or more holders of Ordinary Shares which represent, in aggregate, a majority of the paid up voting share capital of the Company present in person or by proxy or, if a corporation or other non-natural person, by its authorized representative shall be a quorum for all purposes.

Voting and Solicitation

Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Annual General Meeting, and each Class B Ordinary Share shall be entitled to twenty (20) votes on all matters subject to the vote at the Annual General Meeting.

7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,

Nanshan District, Shenzhen, China, 518067

Telephone: [phone]

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At the Annual General Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. Except as required by applicable law and subject to the terms and conditions of the Articles, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the Annual General Meeting. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to pass each of the proposed resolutions submitted to a vote at the Annual General Meeting.

The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.

Voting by Holders of Ordinary Shares

Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the Annual General Meeting in person or by completing, dating, signing and returning the enclosed form of proxy to the attention of Yue (Justin) Tang, Chief Executive Officer, X Financial, 7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue, Nanshan District, Shenzhen, China, 518067. The form of proxy must arrive no later than forty-eight (48) hours before the time for holding the Annual General Meeting or any adjournment thereof.

7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,

Nanshan District, Shenzhen, China, 518067

Telephone: [phone]

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When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted "FOR" each proposal and in the proxy holder's discretion as to other matters that may properly come before the Annual General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against each of the proposed resolutions submitted to a vote at the Annual General Meeting. Broker non-votes will have the same effect as a vote against each of the proposed resolutions submitted to vote at the Annual General Meeting.

Please refer to this proxy statement for information related to the proposed resolutions.

Voting by Holders of American Depositary Shares

The Bank of New York Mellon, as depositary of the ADSs, has advised us that it intends to mail to all record owners of ADSs this proxy statement, the accompanying notice of Annual General Meeting and a voting instruction card for record owners of ADSs. Upon the written request of an owner of record of ADSs by such owner's delivery of a properly completed, dated and signed voting instruction card to the Bank of New York Mellon prior to 10:00 am, New York City time on December 22, 2021, the Bank of New York Mellon will endeavor, in so far as practicable, to vote or cause to be voted the amount of Class A Ordinary Shares or other deposited securities represented by such ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the instructions set forth in such request. The Bank of New York Mellon has advised us that it will not vote or attempt to exercise the right to vote other than in accordance with those instructions. As the holder of record for all the Class A Ordinary Shares represented by all of our ADSs, only the Bank of New York Mellon may vote those Class A Ordinary Shares at the Annual General Meeting.

If the enclosed voting instruction card is signed but the voting instructions fail to specify the manner in which to vote, the Bank of New York Mellon will vote in favor of the items set forth in the voting instructions.

7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,

Nanshan District, Shenzhen, China, 518067

Telephone: [phone]

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Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold Ordinary Shares, by attending the meeting and voting in person. A written notice of revocation must be delivered to the attention of X Financial, if you hold our Ordinary Shares, or to the Bank of New York Mellon if you hold ADSs representing our Class A Ordinary Shares.

7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,

Nanshan District, Shenzhen, China, 518067

Telephone: [phone]

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PROPOSALS

Background

We are asking holders of Ordinary Shares to pass the following resolution ("PROPOSALS")

1.	Change of Director

1.1	RESOLVED as an ordinary resolution: to appoint Kan (Kent) Li as a Director of the Company to replace the Director Ding Gao, to hold office pursuant to the Company's Second Amended and Restated Memorandum and Articles of Association;

and authorizing the registered office provider of the Company to make all requisite filings in the Cayman Islands in respect of the same.

2.	To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Annual General Meeting will be required to approve the Proposals.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE
PROPOSALS

7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,

Nanshan District, Shenzhen, China, 518067

Telephone: [phone]

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OTHER MATTERS

We know of no other matters to be submitted to the Annual General Meeting. If any other matters properly come before the Annual General Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.

	By Order of the Board of Directors,
	/s/ Yue (Justin) Tang
	Yue Tang
	Chairman and Chief Executive Officer
	Date: November 19, 2021

7/F - 8/F, Block A, Aerospace Science and Technology Plaza, No. 168 Haide Third Avenue,

Nanshan District, Shenzhen, China, 518067

Telephone: [phone]

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