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United States securities and exchange commission logo
June 27, 2024
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.
Registration
Statement on Form F-3
Filed June 6, 2024
File No. 333-279990
Dear Dinggui Yan:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3
General
1. We note your disclosure
in the risk factors section of your Form 20-F for the year ended
December 31, 2023,
relating to the legal and operational risks associated with operating in
China and incorporated
by reference into this registration statement. The Sample Letters
to China-Based
Companies sought specific disclosure relating to the risk that the PRC
government may
intervene in or influence your operations at any time, or may exert
control over operations
of your business, which could result in a material change in your
operations and/or the
value of the securities you are registering for sale. We remind you
that, pursuant to
federal securities rules, the term control (including the terms
controlling,
controlled by, and under common control with ) means the possession,
direct or indirect, of
the power to direct or cause the direction of the management and
Dinggui Yan
Jiayin Group Inc.
June 27, 2024
Page 2
policies of a person, whether through the ownership of voting
securities, by contract, or
otherwise. The Sample Letters also sought specific disclosures
relating to uncertainties
regarding the enforcement of laws and that the rules and regulations
in China can change
quickly with little advance notice. Please revise your registration
statement to include the
risk factor disclosure responsive to the December 2021 Dear Issuer
Letter to China-Based
Companies. In this regard, we note that risk factor disclosure on
pages 48 through 50, 54
through 56 and page 59 of the most recent Form 20-F has been revised
from the prior
disclosure and does not address specific concerns raised in the Dear
Issuer Letter.
Cover Page
2. Please disclose whether you are subject to the Trial Measures for the
offering made
pursuant to this prospectus. If so, please disclose whether you have
complied with your
obligations under the Trial Measures.
3. Please disclose prominently on the prospectus cover page that you are
not a Chinese
operating company but a Cayman Islands holding company with operations
conducted by
your subsidiaries and through contractual arrangements with a variable
interest entity
(VIE) based in China and that this structure involves unique risks to
investors. Explain
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.
4. Please revise the statement in the sixth paragraph of your cover
letter to remove the words
"in extreme cases."
5. Please disclose the location of your auditor s headquarters. We also
note your disclosure
that Deloitte Touche Tohmatsu Certified Public Accountants LLP is your
auditor. Please
explain your reference to "Canaan" following the discussion of your
auditor.
6. Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Refrain from using terms such as we or
our when describing
activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries
and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting
purposes but is not an entity in which you own equity, and that the
holding company does
not conduct operations. Disclose clearly the entity (including the
domicile) in which
investors are purchasing an interest.
7. Provide a description of how cash is transferred through your
organization and disclose
FirstName LastNameDinggui Yan
your intentions to distribute earnings or settle amounts owed under the
VIE
Comapany NameJiayin
agreements. Group
Provide Inc.
cross-references to the condensed consolidating
schedule and the
consolidated
June 27, 2024 Page 2financial statements.
FirstName LastName
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany
June NameJiayin Group Inc.
27, 2024
June 27,
Page 3 2024 Page 3
FirstName LastName
Enforceability of Civil Liabilities, page 8
8. We note that you state your agent for service, Cogency Global Inc.,
will accept service
only for actions brought against you in the Southern District of New
York, or in the New
York Supreme Court for the County of New York. Please clarify whether
Cogency Global
Inc. will accept service for any action under the civil liability
provisions of the U.S.
federal securities laws against the foreign private issuer and any of
its officers and
directors who are residents of a foreign country in any appropriate
court. Please note we
may have further comment.
9. Please revise this subsection to disclose that your officers and
directors are located
in China/Hong Kong and that it would be difficult to impose liability
on those individuals
or advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Madeleine Joy Mateo at 202-551-3465 or Tonya Aldave at
202-551-3601
with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Steven Lin, Esq.