UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Jiayin Group Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
26th Floor, Building No. 1, Youyou Century Plaza,428 South Yanggao Road,
Pudong New Area, Shanghai 200122
People’s Republic of China
+86 21 6082 8732
(Address of principal executive offices, including Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Class A ordinary shares, par value US$0.000000005 per share* | The Nasdaq Stock Market LLC* | |
| American depositary shares, each representing four Class A ordinary shares |
The Nasdaq Stock Market LLC | |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates: 333-228896 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None.
| * | Not for trading, but only in connection with the listing of the American depositary shares on the Nasdaq Stock Market LLC. The American depositary shares represent Class A ordinary shares and are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration Statement on Form F-6. Accordingly, the American depositary shares are exempt from the operation of Section 12(a) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12a-8. |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The description of the securities being registered is set forth under the heading “Description of Share Capital” and “Description of American Depositary Shares” contained in the prospectus forming a part of the Registrant’s registration statement on Form F-1 (File No. 333-228896) under the Securities Act of 1933, as amended (the “Securities Act”), originally filed with the Securities and Exchange Commission on December 19, 2018, as amended from time to time (the “Registration Statement”), and is hereby incorporated by reference herein. In addition, all of the above-referenced descriptions included in any prospectus forming a part of the Registration Statement subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act shall be deemed to be incorporated by reference herein. Copies of such description will be filed with the Nasdaq Stock Market LLC.
| Item 2. | Exhibits. |
No exhibits are required to be filed as the securities being registered on this form (1) are being registered on an exchange on which no other securities of the Registrant are registered, and (2) are not being registered pursuant to Section 12(g) of the Exchange Act.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Jiayin Group Inc. | ||
| By: |
/s/ Dinggui Yan | |
| Name: Dinggui Yan | ||
| Title: Director and chief executive officer | ||
Date: May 7, 2019
[Signature Page to Form 8-A]