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United States securities and exchange commission logo
November 19, 2021
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 October 18, 2021 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
September 20, 2021 letter.
Form 20-F for the fiscal year ended December 31, 2020
Item 3. Key Information, page 4
1. We note your response
to prior comment 4, including that control through your VIE
contractual
arrangements may be less effective than direct ownership, and that you could
face heightened risks
and costs in enforcing these contractual arrangements, because there
are substantial
uncertainties regarding the interpretation and application of current and
future PRC laws,
regulations, and rules relating to these contractual arrangements. Please
enhance your disclosure
to clarify, if true, that the VIE contractual agreements have not
been tested in a court
of law.
Dinggui Yan
Jiayin Group Inc.
November 19, 2021
Page 2
2. We note your response to prior comment 5, including that you and your
consolidated VIE
are subject to extensive and evolving legal development, changes in
which, may
materially and adversely affect your and your consolidated VIE's
business and prospects,
and may result in a material change in your and your consolidated
VIE's operations and/or
the value of your ADSs or could significantly limit or completely
hinder your ability to
offer or continue to offer securities to investors and cause the value
of your securities to
significantly decline or be worthless. Please enhance your disclosure
to also clarify that
rules and regulations in China can change quickly with little advance
notice, therefore,
your assertions and beliefs of the risks imposed by the Chinese legal
and regulatory
system cannot be certain.
3. Please disclose whether you are required to obtain any approvals to
offer securities to
foreign investors, whether you have received such approvals and the
consequences to you
and your investors if you do not receive or maintain the approvals,
inadvertently conclude
that such approvals are not required, or applicable laws, regulations,
or interpretations
change and you are required to obtain approval in the future.
4. We note your response to prior comment 7 and that the activity of the
VIE is reflected in
the line items titled investments in subsidiaries and VIEs and
equity in earnings of
subsidiaries and VIEs in the parent s financial statements.
Please provide a roll-forward
of the investment in subsidiaries and VIEs line item.
Risk Factors, page 6
5. Please expand your risk factor disclosure to discuss that the United
States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
decrease the number of non-inspection years from three years to two,
thus reducing the
time period before your securities may be prohibited from trading or
delisted.
You may contact Michelle Miller at 202-551-3368 or Mark Brunhofer at
202-551-3638 if
you have questions.
FirstName LastNameDinggui Yan Sincerely,
Comapany NameJiayin Group Inc.
Division of
Corporation Finance
November 19, 2021 Page 2 Office of
Finance
FirstName LastName