View:
February 4, 2019
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.
Registration Statement on Form F-1
Filed December 19, 2018
File No. 333-228896
Dear Mr. Yan:
We have reviewed your 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed December 19, 2018
Prospectus Summary
Recent Developments, page 4
1. Considering the impact to your operating results from certain
unfavorable market
developments beginning in June thru November 2018, including tightening
industry
regulations, changing macro-economic conditions in China, and suspension
of operations
of certain lending marketplaces, please update your discussion to
address the December
timeframe as well as the expected impact on operating performance for
the last quarter of
fiscal 2018.
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
February 4, 2019
February 4, 2019 Page 2
Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Results of Operations--Net Revenue, page 94
2. As it relates to the cash incentives, please revise to address the
following:
Disclose the incentives recognized in each of the periods presented;
Discuss and analyze the reasons for incentives to returning
investors being higher than
the incentives to new investors and whether this trend is expected
to continue; and
Indicate whether the level of incentives paid has been impacted by
the changes in the
investor assurance programs which occurred in the 2nd and 3rd
quarters of interim
2018.
Description of Share Capital
Differences in Corporate Law, page 184
3. We note you have removed the section under this heading related to a
majority
independent board and that only two members of your five-person board
will be
independent. Please amend to describe the exception that you are
relying on to the
Nasdaq rule requiring a majority of your board be independent. Please
also include
separate risk factor disclosure related to the independence of your
board.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(j) Investor assurance program, page F-14
4. We note your response to comment 7 and your revised disclosure on page
F-16. Please
address the following:
Disclose the circumstances under which Niwodai Internet would
collect investor
assurance program fees in addition to those to be collected by
Shanghai
Caiyin considering your agreement with Shanghai Caiyin to manage
the investor
assurance program;
Disaggregate contributions from borrowers between those received by
Shanghai
Caiyin and those received by Niwodai Internet for all periods
presented as discussed
in your response;
Disclose if the investor assurance program fees collected by Niwodai
Internet are
based on a separate agreement with the borrowers similar to the
agreement entered
into between Shanghai Caiyin and the borrowers referenced in your
response;
Disclose why Shanghai Caiyin made a contribution of RMB 349,236 for
the nine
months ending September 30, 2018 and its obligations for future
contributions based
on the terms of the collaboration agreement in place between you
and Shanghai Caiyin
as disclosed on page 47;
Confirm to us that the contribution by Shanghai Caiyin is not in
effect a working
capital contribution by you or another controlled entity by your
founder, director and
chief executive officer, Mr. Dinggui Yan, to fund investor
assurance program
Dinggui Yan
FirstName LastNameDinggui Yan
Jiayin Group Inc.
Comapany NameJiayin Group Inc.
February 4, 2019
Page 3
February 4, 2019 Page 3
FirstName LastName
shortfalls as disclosed on page 106; and
Confirm to us that the investor assurance program fees collected
by Niwodai Internet
are not in effect working capital contributions by you to fund
investor assurance
program deficiencies based on disclosures on pages 31, 47, 106 and
116 that you
would make whole, at your discretion, existing investors.
(k) Restricted cash, page F-17
5. We note your response to comment 9. In the example provided under
Scenario
2, please address why the shortfall between the $20 collected and the
$30 in amounts
expected to be collected is recognized as an adjustment to cash and
not reflected as
incremental provision expense.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(e) Investor assurance program, page F-55
6. Please revise to disaggregate the September 30, 2018 activity between
loans covered by
the investor assurance program before April 28, 2018 and loans made
thereafter.
7. Please revise to disclose if the Company is managing the Class B
investor assurance
program.
(g) Revenue recognition, page F-57
8. We note your response to comment 10. Please address the following:
Disclose in your accounting policy on page F-25, that you do not
track contract assets
and accounts receivable on an individual loan basis and as such do
not
monitor the aging of accounts receivable and contracts assets until
loan maturity; and
Add a risk factor to address the risk to the financial statements of
not tracking contract
assets and accounts receivable on an individual loan basis and or
utilizing an aging of
these accounts to identify past due and uncollectible accounts.
9. We note the disclosures in Note 4 on page F-64 of the net payouts for
loans originated in
the periods specified. Please revise to provide a breakdown of the
contract assets and
related allowance by the fiscal and interim periods in which they were
recorded for each
of the loan types.
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.
Dinggui Yan
Jiayin Group Inc.
February 4, 2019
Page 4
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
February 4, 2019 Page 4
cc: Meng Ding, Esq.
FirstName LastName