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February 11, 2019
Dinggui Yan
Chief Executive Officer
Jiayin Group Inc.
26th Floor, Building No. 1, Youyou Century Plaza
428 South Yanggao Road
Pudong New Area, Shanghai 200122
People's Republic of China
Re: Jiayin Group Inc.
Amendment No. 1 to
Registration Statement on Form F-1
Filed February 6, 2019
File No. 333-228896
Dear Mr. Yan:
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 February 4,
2019 letter.
Amendment No. 1 to F-1 Filed on February 6, 2019
Prospectus Summary
Recent Developments--Regulatory Update, page 5
1. Regarding your disclosure of Circular 175, Circular on the
Classification and Disposal of
Risks of Online Lending Institutions and Risk Prevention, issued by PRC
authorities in
January 2019, please address the following:
Expand your disclosure to provide the basis for your conclusion that
you are
a "Normal Marketplace" not materially impacted by this circular. In
addition to an
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
February 11, 2019
Page 2
February 11, 2019 Page 2
FirstName LastName
analysis of each criteria for Normal Marketplaces, please
specifically address how you
satisfy the requirement that peer-to-peer direct lending
marketplaces be in strict
compliance with all relevant laws and regulations given your
disclosure that Niwodai
Internet has not completed the steps required by the Interim
Measures, including
among other things updating its business scope to include "online
lending information
intermediary" (We are required to register our marketplace with
the local financial
regulatory authority and we have not completed, and may not be
able to complete, the
registration, page 22);
Expand your disclosure here and in related sections of the
prospectus to discuss (i) the
recent impact to your business and operations as a result of
Circular 175 and (ii) the
potential impact to your business if you are deemed not to be a
"Normal Marketplace";
and
Clarify the current status of Circular 175. We note several
disclosures in your
prospectus that the relevant PRC governmental authorities "are
reported to have
issued" the Circular, and that "if officially issued" you believe
the Circular will not
have a material adverse impact on your business.
Description of American Depositary Shares
Governing Law/Waiver of Jury Trial, page 205
2. We note your disclosure that the deposit agreement includes a jury
trial waiver which on
its face appears to apply to claims under the federal securities laws.
Please further
disclose here and in your risk factors how the waiver impacts ADS
holders and address
any questions as to the enforceability of this provision. Moreover,
please disclose in both
your registration statement and the deposit agreement that despite
agreeing to this
provision, investors will not be deemed to have waived the company's
or the depositary's
compliance with the federal securities laws and the rules and
regulations thereunder.
Note 2. Summary of Significant Accounting Policies
(k) Restricted cash, page F-17
3. In your response to comment 5, you indicate that no incremental
provision expense is
recognized for shortfalls in contractual investor assurance
receivables since you expect to
be able to use loan facilitation and or post-origination service fees
received by other
borrowers to fund investor assurance liability shortfalls. In
accordance with ASC 606,
recognition of a contract receivable and or asset is predicated on the
identification
of contract with a specific customer. To the extent the related
receivables are not
collected from the specific customer, an expense should be recognized
in the financial
statements to recognize the uncollectible contract receivable or
asset. Please provide us
with your analysis of your accounting policy as it relates to this
guidance or revise your
financial statements accordingly. Further, provide us with your
journal entries which
clarify your accounting for the timing and recording of potential
provision expenses
during the payment process.
Dinggui Yan
Jiayin Group Inc.
February 11, 2019
Page 3
(e) Investor assurance program, page F-55
4. We note your response to comment 7. Disclose who determines the amounts
to be
withdrawn from Class B investors accounts, if any, to compensate Class A
investors and
any liability exposure to the company for performing the activities for
the Class A and B
investors.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(g) Revenue recognition, page F-59
5. We note your response to comment 9 and the related disclosures on pages
F-25 and F-60.
In accordance with ASC 310-10-35-4, an impairment loss shall be
recognized when,
based on all available information, it is probable that a loss has been
incurred based on
past events and conditions that existed at the date of the financial
statements. Further,
under ASC 310-10-35-41, credit losses shall be deducted from the
allowance for credit
losses and charged-off in the period deemed uncollectible. Based on the
information
disclosed in your registration statement and in your responses, your
charge-off policy does
not appear to follow this U.S. GAAP guidance. Please provide us with your
analysis of
your accounting policy as it relates to this guidance, and revise your
financial statements
and related ancillary disclosures and tabular presentations, if
appropriate.
You may contact Michelle Miller at 202-551-3368 or Marc Thomas at
202-551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Pam Long at 202-551-3765 with any
other questions.
Sincerely,
FirstName LastNameDinggui Yan
Division of
Corporation Finance
Comapany NameJiayin Group Inc.
Office of Financial
Services
February 11, 2019 Page 3
cc: Meng Ding, Esq.
FirstName LastName