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United States securities and exchange commission logo
April 19, 2022
Dinggui Yan
Chief Executive Officer
Jiayin Group Inc.
18th 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.
Form 20-F for the
fiscal year ended December 31, 2020
Filed April 30,
2021
File No. 001-38806
Dear Mr. Yan:
We have reviewed your January 18, 2022 response to our comment
letter 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
January 4, 2022 letter.
Form 20-F for the fiscal period ended December 31, 2020
General, page 1
1. We note in your prior
response letters of October 18, 2021, December 17, 2021 and
January 18, 2021, and
your Form 20-F filed April 30, 2021, that in your disclosures
describing your
contractual relationships with variable interest entities (VIEs), you
disclose that you have
control, control over, control through, the right to control, effective
control, and
operational control through the contractual VIE arrangements. We also note
on pages 34 and 117 of
your Form 20-F that you refer to VIEs as our VIEs and in your
proposed enhanced
disclosures in your comment letter responses of October 18, 2021 and
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany
April NameJiayin Group Inc.
19, 2022
April 219, 2022 Page 2
Page
FirstName LastName
December 17, 2021, you make reference to our consolidated VIE
and our interests
with regard to consolidated VIE operations. Please revise your
disclosures to ensure that
any references to control or benefits that accrue to you because of
the VIE are limited to a
clear description of the conditions you have satisfied for
consolidation of the VIE under
U.S. GAAP and remove reference to our and interests and to
reflect the contractual
nature of your VIE relationships. Additionally, your disclosure should
clarify that, you
are the primary beneficiary of the VIE for accounting purposes.
2. We note in your response to prior comments 2 and 5 in your October 18,
2021 letter
regarding the risks of your corporate structure and being based in or
having the majority
of the company s operations in China poses to investors, including
significant regulatory,
liquidity, and enforcement risks. Please also disclose at the onset of
Part 1 and onset of
Item 3, the risks to the underlying operations of the VIE, for example
the ability and or
impact to relocate and or reproduce operating activities elsewhere
should operating in
China become prohibitive.
Part I, page 4
3. Please revise your proposed disclosure at the onset of Part I to
include:
An indication that the contracts underlying your VIE structure
have not been tested in
a court of law consistent with your response to prior comment 1 in
your December
17, 2021 letter.
A specific statement whether the VIE structure is used to provide
investors with
exposure to foreign investment in China-based companies where
Chinese law
prohibits direct foreign investment in the operating companies and
that investors may
never hold equity interests in the Chinese operating company.
A discussion of how recent statements and regulatory actions by
China s government,
such as those related to the use of data security or anti-monopoly
concerns, have or
may impact the company s ability to conduct its business, accept
foreign investments
or list on a U.S. or other foreign exchange.
A statement that your auditor is not on the December 16, 2021
PCAOB determination
report and that trading in your stock may be prohibited and your
stock delisted if your
auditor is not fully inspected. Provide a cross reference to your
more detailed
discussion in the relevant risk factor.
A description of how cash is transferred through your
organization, your intentions to
distribute earnings or settle amounts owed under the VIE
agreements and whether
any transfers, dividends, or distributions have been made to date
between the holding
company, its subsidiaries, and consolidated VIEs, or to investors,
and quantify the
amounts where applicable. Also indicate whether you have
difficulties in transferring
cash between any entities in your consolidated group whether in
the form of
dividends or payments of intercompany obligations. Disclose
whether you have a
cash management policy that dictates how funds are transferred. If
so, please provide
a summary here with a cross-reference to a more detailed
discussion in the Key
Information section. In any regard, include a cross reference to
your VIE
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany
April NameJiayin Group Inc.
19, 2022
April 319, 2022 Page 3
Page
FirstName LastName
Consolidation Schedules provided in response to prior comment 7
in your October
18, 2021 letter.
Item 3. Key Information, page 4
4. In your summary of risks entitled Risks Relating to the
Consolidated VIE and China
Operations proposed in response to prior comment 5 in your October
18, 2021 letter, you
identify nine individual risks. Please conform your proposed summary
disclosure to
include all risk factors identified in Item 3. Key Information D.
Risk Factors Risks
Relating to Our Corporate Structure and Risks Relating to Doing
Business in China
and cross reference each of these individual risks to its relevant
detailed risk factor in Item
3.D.
5. We note in your response to prior comments, specifically 5 and 9 of
your October 18,
2021 letter and prior comment 3 of your December 17, 2021 letter, as
well as disclosures
in your Form 20-F as to your determination of required permissions and
or regulatory
approvals, and that in instances where you have not explicitly
obtained, that you either do
not believe it is required and or you have relied on advice and or
opinion by your PRC
counsel. At the onset of Item 3, please enhance your proposed
disclosures to address the
following:
Explain how you determined that the permissions are not required
and where you
relied on the advice and or opinion of counsel, please disclose
the name of counsel
and file a consent. If you did not consult counsel on any
individual permission or
approval, explain why not.
State each permission or approval that you, your subsidiaries, and
the VIE and its
subsidiaries are required to obtain from the China Securities
Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other
governmental
agency that is required to approve the VIE s operations and
your other subsidiaries
operations, and state affirmatively whether you have received all
requisite
permissions or approvals and whether any permissions or approvals
have been
denied. In addition, revise your proposed disclosure to update it
for any and all new
announcements or actions of the CSRC and CAC.
Describe here and in the risk factors the consequences to you and
your investors if
you, your subsidiaries, or the VIE:
o Do not receive or maintain such permissions or approvals;
o Inadvertently conclude that such permissions or approvals
are not required; or
o Applicable laws, regulations, or interpretations change and
you are required to
obtain such permissions or approvals in the future.
6. We note your response to prior comment 6 of your October 18, 2021
letter regarding how
cash is transferred through your organization and that your PRC
subsidiaries and the
consolidated VIE can only distribute dividends upon approval of the
shareholders after
they have met the PRC requirements for appropriation to the statutory
reserves and until
such reserves reach 50% of its registered capital. Please enhance your
disclosures to
Dinggui Yan
Jiayin Group Inc.
April 19, 2022
Page 4
define registered capital and disclose the reserve requirement for the
periods consistent
with the consolidated financial statements included in your Form 20-F.
In addition,
provide summary risk factor disclosure and risk factor disclosure
about transferring cash
out of China. There should be no assurance that the PRC government
will not intervene
or impose restrictions on the company s ability to do so. Also,
include a cross-reference
to your VIE Consolidation Schedules .
7. We note your response to prior comment 7 of your October 18, 2021
letter. Please further
disaggregate the Non-VIE subsidiaries columns of your "VIE
Consolidation Schedules"
to separately present:
Shanghai Kunjia Technology Co., Ltd., your wholly foreign owned
enterprise
(WFOE) contracting with the VIE;
Your other subsidiaries inside China; and
Your subsidiaries outside China.
8. Please disclose that trading in your securities may be prohibited
under the Holding
Foreign Companies Accountable Act (HFCAA) if the PCAOB determines that
it cannot
inspect or investigate completely your auditor, and that as a result
an exchange may
determine to delist your securities. Disclose that your auditor is not
in the determination
report announced by the PCAOB on December 16, 2021. Discuss the
provisions of the
HFCAA and the impact of the Accelerating HFCAA if passed. Include a
summary risk
factor and cross reference to your detailed risk factor.
9. Please revise your proposed disclosure to include in Item 3 a separate
Enforceability of
Civil Liability section regarding the ability to impose liability
on officers and directors
located in Hong Kong and China consistent with your risk factor
disclosure on pages 42
and 43 of your 2020 Form 20-F.
You may contact Michelle Miller at 1-202-551-3368 or Mark Brunhofer at
1-202-551-
3638 if you have any questions.
FirstName LastNameDinggui Yan Sincerely,
Comapany NameJiayin Group Inc.
Division of
Corporation Finance
April 19, 2022 Page 4 Office of
Finance
FirstName LastName