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December 11, 2018
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. 4 to
Draft Registration Statement on Form F-1
Submitted December 3, 2018
CIK No. 0001743102
Dear Mr. Yan:
We have reviewed your amended draft 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 providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. 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 the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form F-1 Submitted December 3, 2018
Prospectus Summary
Recent Developments, page 4
1. In light of the fact that your financial condition and result of
operations were adversely
affected during the three month period ended September 30, 2018, due to
the adverse
factors disclosed, please revise to provide a discussion of the impact
on the specific
revenues and operating expenses impacted as well as the fact that the
company recognized
a net loss for the period. In addition, due to the proactive
strengthening of risk assessment
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany11, 2018
December NameJiayin Group Inc.
December 11, 2018 Page 2
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FirstName LastName
and the more selective loan application approval process which was a
result of the adverse
factors, the expected continuing impact on operating performance
should be clearly
disclosed.
Summary Consolidated Financial and Operating Data, page 12
2. Please revise to add a footnote to the "Summary Consolidated Cash Flow
Data" presented
to indicate that during the nine months ended September 30, 2018, a
RMB 400,000
dividend was paid to the CEO and Founder of Niwodai Finance, who in
turn, utilized the
proceeds of the dividend to repay a related party receivable owed to
the Company. Please
indicate that these amounts were reflected within the operating and
financing activities for
the interim nine months presented and disclose that without this
related party transaction,
you would have had operating cash outflows during this period.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 112
3. Please revise to disclose that the level of net payouts related to the
guarantee liabilities has
exceeded net revenues in the fiscal years 2016 and 2017 as well as in
the interim nine
month period of 2018. The contributions received from borrowers
contributed to the
guarantee payout fund during each of these periods were also less than
the net payouts. In
order for the reader to clearly understand the sources of and
available funds utilized for
the net payouts, please revise to provide a discussion which addresses
the impact on
liquidity and working capital given that the amounts contributed to
the payout of funds
were less than the net payouts to investors in the fiscal years 2016
and 2017 and the
interim period of 2018.
Management
2016 Share Incentive Plan, page 169
4. Please revise to disclose the compensation expense recorded for the
September share
options issued and the compensation expense to be recorded for the
October share
issuances, in light of the pending offering.
Notes to Consolidated Financial Statements
Note 1. Organization and Principal Activities, page F-7
5. Please revise to disclose the accounting literature followed in the
accounting for the
Niwodai transaction as noted in your response to comment 1.
Note 2. Summary of Significant Accounting Policies
(j) Investor Assurance Program, page F-14
6. We note your response to comment 4 and revised disclosure that you did
not recognize
any assets in relation to service fees collectible from the old loans
upon the 2015 Niwodai
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany11, 2018
December NameJiayin Group Inc.
December 11, 2018 Page 3
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FirstName LastName
Finance acquisition as you believed that it was not probable to
collect substantially all of
the consideration related to the service fees due to the high default
rate on the old loans.
Please revise your disclosure to clarify that service fees collected
from all the loans are
principally related to new loans facilitated by you.
7. We note your response to comment 4 and your revised disclosures on
pages 102, F-14 and
F-55 where you state that you set aside the service fees charged by
Shanghai Caiyin into
designated restricted cash accounts to be used to cover the principal
and interest of
defaulted loans on a portfolio basis. Revise your disclosure to
clarify that you set aside
subsequent collections of assets from the investor assurance program
as well as
incremental working capital amounts determined by you as necessary to
satisfy liabilities
for your investor assurance program to cover principal and interest of
defaulted loans on a
portfolio basis.
(k) Restricted Cash, page F-17
8. We note your response to comment 4 and your revised Restricted Cash
disclosures on
pages F-17 and F-58. Please revise the table to disclose the amounts
of both gross payouts
and gross recoveries collected for the periods presented.
9. We note your response to comment 4 and prior comment 8 of your letter
of November 5,
2018. Considering the establishment of equal and offsetting assets
upon recognition of
the liabilities from the investor assurance program in accordance with
ASC 460-10-55-23
and the related subsequent collection of these specific assets as
disclosed on pages F-33
and F-55, please disaggregate contributions from borrowers in your
restricted cash
rollforward, for all periods presented, to separately disclose both
collections of these
assets that reconciles to the disclosures on pages F-33 and F-55 and
incremental working
capital contributions made by you to satisfy liabilities from the
investor assurance
program.
Note 2. Summary of Significant Accounting Policies
(g) Revenue recognition, page F-58
10. We note your response to comments 7 and 9 as well as your response to
prior comment 15
of your November 5, 2018 letter. We also note that monthly service
fees, which include
facilitation services and post-origination service fees are due on the
same day as the
monthly repayment of principal and interest of the underlying loan.
Considering that you
present the outstanding principal of delinquent loans by product on
page 90, please
disclose outstanding contract assets and accounts receivable for
monthly service fees
consistent with your presentation on page 90 for the periods
presented.
Note 4. Liabilities From Investor Assurance Program, page F-64
11. Please revise to provide information in regard to the "Other
Guarantees" reflective of the
activity during the interim periods presented, similar to the
information presented in Note
Dinggui Yan
Jiayin Group Inc.
December 11, 2018
Page 4
6 to the audited financial statements on page F-35.
Note 8. Related Party Transactions, page F-66
12. Please revise to disclose whether the Company paid another dividend,
subsequent to
September 30, 2018, to the Chairman and Founder of the Company, upon
which the
proceeds were utilized to repay the RMB 119,572 receivable from Niwodai
Finance
outstanding at September 30, 2018.
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
December 11, 2018 Page 4
cc: Meng Ding, Esq.
FirstName LastName