August 7, 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.
Amendment No. 1 to Registration Statement on Form F-3
Filed July 24, 2024
File No. 333-279990
Dear Dinggui Yan:
We have reviewed your amended 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. Unless we
note otherwise,
any references to prior comments are to comments in our June 27, 2024 letter.
Amendment No. 1 to Registration Statement on Form F-3
Cover Page
1. We note your response to prior comment 2 and your disclosure that you
are not currently
required to obtain permission or approval from any of the PRC
authorities including the
CSRC. As it relates to the applicability of the Trial Measures, please
disclose how you
reached this conclusion, including whether you are relying on the
opinion of counsel. If
you relied on advice of counsel, you should identify counsel and file
the consent of
counsel as an exhibit. If you did not consult counsel, you should
explain why.
2. We note that you have included a section entitled "Risks Relating to
Doing Business in
China" starting on page 8. On the cover page, however, you continue to
refer to risks from
"Item 3. Key Information" incorporated by reference from your annual
report on Form 20-
August 7, 2024
Page 2
F for the fiscal year ended December 31, 2023. Please revise the
cross-references to refer
to the registration statement's risk factor section related to doing
business in China or
advise.
Risk Factors, page 6
3. We note your response to prior comment 1 and the newly added risk
factors section added
on pages 6 through 24 of the registration statement. We also note that
some risk factor
disclosure responsive to the December 2021 Dear Issuer Letter to
China-Based
Companies is included in the registration statement and other disclosure
appears to be
incorporated by reference from your most recent annual report. Given
apparent
inconsistencies in the language of the risk factors related to Chinese
government control
on pages 47-48, 50, 54, 56, 63 and 66 of your most recent annual report
on Form 20-F and
the risk factor disclosure added to this registration statement, please
consider including all
risk factors relating to doing business in China in the registration
statement. In addition,
we note that the risk factors on pages 8, 14-15, and 18-19 of the
registration statement
have been revised from the prior disclosure and do not address specific
concerns raised in
the Dear Issuer Letter. As non-exclusive examples, we refer to the
following:
the last risk factor on page 8 states that the Chinese government
may intervene or
influence the VIE Group's operations "to further regulatory,
political and societal
goals," as opposed to stating that the PRC government may intervene
or influence the
VIE Group's operations "at any time";
disclosure relating to the Chinese government exercising "certain
control" over
China's economic growth on page 14, as opposed to referring to the
Chinese
government's "significant control"; and
the reference to "certain measures," as opposed to the government
exercising
"controls and restrictions" in the first risk factor on page 18.
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.