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August 27, 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.
Draft Registration Statement on Form F-1
Submitted July 30, 2018
CIK No. 0001743102
Dear Mr. Yan:
We have reviewed your 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
General
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
August 27, 2018
August 27, 2018 Page 2
Page 2
FirstName LastName
Prospectus Summary
Our Business, page 2
2. We note the significant growth you have experienced from 2016 to 2017
in net revenue
and net income. Please expand your discussion to address the
underlying reason for
material changes in results, period-over-period. Please make
corresponding changes to
Management's Discussion and Analysis of Financial Condition and
Results of
Operations--Overview on page 82 and Business--Overview on page 110.
Selected Operating Data, page 14
3. Please address the following for the period presented:
Disclose the number of repeat borrowers and investors;
Disclose outstanding loan balance;
Disclose average loan amount per transaction;
Disclose how you define loan origination and investment volume and
how investment
volume can be greater than loan origination volume; and
Disclose volume of loans transferred through your secondary
market.
Risk Factors
Risks Relating to Our Business and Industry, page 15
4. Please revise to provide a risk factor which addresses the potential
impact on the
Company's operating results (e.g. revenues and profitability) and
financial condition as a
result of the pricing adjustments made in December of 2017 to ensure
the APR charged on
all loans does not exceed 36%.
5. We note your risk factor on page 23 in which you discuss that your
borrowers may
subsequently take on additional debt and you cannot determine whether
borrowers have
outstanding loans through other individual finance marketplaces which
creates the risk
that borrowers may borrow additional money to pay off your loans or
vice versa. Please
enhance your disclosure to address increasing household and or
consumer debt in China
and the implications to your business and financial results.
If our practice is deemed to violate any PRC laws and regulations..., page 16
6. Please expand this risk factor to explicitly address how you comply
with the prohibition
against facilitating loans without a designated purpose.
We have limited experience managing our investor assurance program..., page 26
7. Please tell us why this risk factor is necessary given your disclosure
elsewhere that you
ceased operating an investor assurance program in April 2018.
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
August 27, 2018
August 27, 2018 Page 3
Page 3
FirstName LastName
Risks Relating to This Offering and our American Depositary Shares
Certain existing shareholders have substantial influence over our company...,
page 61
8. We note your disclosure in the section headed Principal Shareholders
on page 152 that
your sole director and chief executive officer, Dinggui Yan, currently
beneficially owns
85% of your ordinary shares and that no other officer owns more than
1% of your shares.
In light of this, please revise this risk factor to specifically
address Mr. Yan's interest in
the company. If you expect Mr. Yan to beneficially own 50% or more of
your ordinary
shares immediately following the offering, please revise to reflect
that the company is a
controlled company.
Use of Proceeds, page 66
9. Please revise your disclosure to show the estimated net amount of the
proceeds broken
down into each principal intended use thereof. Refer to Item 3.C.1 of
Form 20-F for
guidance.
Non-GAAP Measures, page 80
10. We note your presentation of Adjusted net income/(loss) adding back
share-based
compensation expenses. Please revise to disclose the share-based
compensation expenses
net of tax in order to arrive at adjusted net income (loss) for the
periods presented.
Credit Performance, page 84
11. We note that you currently offer three online standard loan products,
various offline
standard products and non-standard loan products to borrowers. Please
disclose if and
how your delinquency trends are impacted differently by these
products.
Investor Assurance Program, page 93
12. You state that you have established an investor assurance program
which is primarily in
the form of a risk reserve fund contributed by borrowers to repay
investors in your market
place for loans that were past due. Please address the following:
Considering that as of April 2018 you no longer operate your
investor assurance
program, please revise your disclosures here and throughout the
registration statement
accordingly;
Disclose the impact to the consolidated financial statements, and
related
operating metrics of not utilizing the risk reserve fund to
mitigate credit risk, including
the impact to loan investors and your ability to attract new and
recurring loan
investors;
Disclose how the weighted average remaining term under the
investor program is 24.8
and 13.9 months as of December 31, 2016 and 2017 considering that
your three
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
August 27, 2018
Page 4
August 27, 2018 Page 4
FirstName LastName
standard loan products have a term of 12 months; and
Disclose as of March 31 and June 30, 2018 and the date of the
prospectus, the
outstanding loan balance of loans covered by the investor
assurance program, the
remaining weighted average loan term and investor assurance
program liability.
Results of Operations
Year Ended December 31, 2017 Compared to Year Ended December 31, 2016
Net Revenue, page 97
13. Disaggregate loan facilitation and post-origination services by
product as described on
page 121 to increase transparency into your revenue trends.
Sales and Marketing Expenses, page 97
14. Please revise to disclose in greater detail the nature of the sales
and marketing expenses
and the specific reasons for the individual expense increases from
2016 to 2017. This
discussion should also include disclosing the acquisition costs
incurred for both new and
returning borrowers and investors during these periods.
Liabilities from Investor Assurance Program and Other Guarantee Liabilities,
page 99
15. You state that the increase in liabilities from investor assurance
program at December 31,
2017 from December 31, 2016 was in line with the increase in loan
origination volume.
We note that loan origination volume increased 39% from December 31,
2016 to
December 31, 2017 and that your investor assurance liabilities
increased 68% for that
same period. Additionally we note that your accumulated loss rate
declined from 20.3%
at December 31, 2016 to 13.4% at December 31, 2017 despite the overall
increase in
delinquency rates during 2017 as reflected in your delinquency rate by
vintage and
delinquency rate by balance metrics on pages 85 and 86. Please expand
your discussion
to address in greater granularity, the apparent inconsistencies,
including the impact of the
payout time frame of losses on liabilities from the investor assurance
program.
Liquidity and Capital Resources, page 99
16. Please explain in greater detail how you plan to fund payouts related
to your investor
assurance program of RMB 3,017,124 and other guarantee liabilities of
RMB 701,228 as
of December 31, 2017 given the cash and restricted cash balances.
Business
Our Borrowers and Loan Products Offered to Borrowers
Target Borrowers, page 119
17. Please revise the second paragraph under this section to also disclose
the number of
borrowers you had in 2016 and the corresponding percentage change from
2016 to 2017.
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
August 27, 2018
August 27, 2018 Page 5
Page 5
FirstName LastName
Loan Products offered to Borrowers, page 120
18. You state that you generally allow no more than one outstanding loan
to one borrower at
any time. Please clarify the circumstances in which you would allow
more than one
outstanding loan and how this impacts your underwriting process.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Evolvement of our product mix, page 121
19. We note the weighted average APR for the online standard loan products
increased
significantly in 2017 compared to 2016. Please revise to provide a
discussion addressing
the reasons for the increase in 2017. In addition, in light of the
requirements that the APR
of loan products should not exceed 36% and the changes that resulted
in the pricing
adjustments for all loan products in December 2017, provide a
discussion which addresses
the expected impact on your business, results of operations and
financial condition.
Credit Assessment Model, page 125
20. You state that as part of your credit assessment/score card module,
you assign credit
scores to borrowers. Please disclose the credit scores assigned to
outstanding loans for the
periods presented along with related credit score definition,
including the likelihood of
loss.
Our Technology and IT Infrastructure
Data security, page 128
21. Please substantiate how you can assure investors that any suspicious
activity will be
detected. Alternately, please revise to qualify this statement.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(k) Investor Assurance Program, page F-14
22. You state that default payments to investors can only be made from the
investor assurance
program when there are sufficient funds available, that your
obligation is limited to the
amount of the restricted cash at any point in time and you are obliged
to compensate
investors once the restricted cash balance is replenished again from
contributions of future
borrowers. Considering that as of April 2018 you no longer operate
your investor
assurance program, clarify your obligations beyond April 2018,
including how the
liabilities of the investor assurance program as of December 31, 2017
will be funded.
23. Disclose how you consider updated borrowers credit metrics and how
this information is
considered in your estimate of the investor assurance liability
subsequent to inception.
Refer to ASC 310-10-50-9.
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
August 27, 2018
Page 6
August 27, 2018 Page 6
FirstName LastName
(o) Revenue Recognition, page F-17
24. You disclose that although you provide loan facilitation services at
loan inception and
provide guarantee services and post-origination services over the term
of the loan, the fees
are contingent upon actual payment from the borrowers and thus the
revenue is contingent
and becomes determinable when payment is received. As a result you
recognize revenue
upon collection of all fees. Please address the following:
Provide us with a copy of the multilateral contract between you,
the borrower and
investor for services provided;
Tell us your basis for collecting fees not contractually agreed
upon;
Please cite for us the authoritative guidance to support the
recognition of revenues net
of customer credit risk; and
Disclose when loan facilitation service fees, investor assurance
program fees and post-
origination service fees are due from the borrower based on the
terms of the
underlying contract.
Incentives to Investors, page F-19
25. Disclose the amount of incentives provided to both new and returning
investors for the
periods presented.
(v) Income (loss) per share, page F-21
26. Disclose your basis for calculating diluted income per share using the
two-class method.
Note. 3 Assets From Investor Assurance Program, page F-24
27. You state that at each reporting date that for the investor assurance
asset, you estimate the
future cash flows and assess whether there is any indicator of
impairment. If the carrying
amounts of the asset from investor assurance program exceeds the
expected cash to be
received, an impairment loss is recorded for the asset not recoverable
and is reported in
the statements of comprehensive income (loss). Disclose whether you
recognized any
impairment for periods presented, and if not the circumstances that
result in the collection
of 100% of the fees despite payment defaults.
28. Please disaggregate the investor assurance assets rollforward by
product.
Note 5. Liabilities From Investor Assurance Program, page F-25
29. Please address the following:
Disaggregate the investor assurance liability rollforward by
product;
Provide us with the journal entries you recognize at inception;
Dinggui Yan
Jiayin Group Inc.
August 27, 2018
Page 7
Disclose where you recognize the difference between the asset from
the investor
assurance program arising from new business and the liability arising
from new
business and or the contingent component of the guarantee liability
at inception;
Disclose the outstanding loan balance, remaining weighted average
contractual term
and expected loss rates of the related underlying loans for the
periods presented. Refer
to ASC 460-10-50-4.
Reconcile the outstanding loan balance to the maximum potential
undiscounted future
payments for the periods presented; and
Define net payouts during the year.
Note 6. Other Guarantee Liabilities, page F-25
30. You state that in connection with the Shanghai Caiyin transaction in
December 2015, and
loans provided by Niwodai Finance, you recorded a guarantee liability of
RMB 2,894,879
which is expected to wind down by the end of 2019. Disclose why the wind
down period
for this guarantee liability is four years compared to payout time frame
of your investor
assurance program and the maximum potential undiscounted future payments.
Note 8. Income Taxes, page F-27
31. Please revise to disclose the assets and liabilities from the investor
assurance program
separately for the period presented.
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
August 27, 2018 Page 7
cc: Meng Ding, Esq.
FirstName LastName