SecProbe.io

March 26, 2015

Via E -mail
Ning Tang
Executive Chairman of the Board of Directors
Yirendai Ltd.
4/F, Building 2A, No.  6 Lang Jia Yuan
Chaoyang District, Beijing 100022
The People’s Republic of China

Re: Yirendai Ltd.
Draft Registration Statement on Form F -1
Submitted February 27, 2015
  CIK No. 0001631761

Dear Mr. Tang :

We have reviewed your draft 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 providing the requested information and either su bmitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Draft Registration Statement on Form F -1

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Prospectus Summary, page 1

2. Please revise your disclosure here and throughout the prospectus to clarify whether you
do business exclusively in Chi na.  In particular, please clarify whether your marketplace

Ning Tang
Yirendai Ltd.
March 26, 2015
Page 2

 facilitates investments by investors located outside China and, if so, whether it would
facilitate investments from investors located in the United States.

3. Regarding the last sentence in the seco nd paragraph under “Our Business” on page 1,
please provide the value of the loans facilitated through your mobile applications.  In
addition, please tell us what consideration you have given to providing mobile
applications data for additional periods.

4. We note your disclosure in the fourth paragraph under “Our Business” on page 1, which
indicates that you currently target prime borrowers.  Please revise the prospectus
summary to disclose that you will expand to serve new borrower groups beyond prime
borro wers, as you have disclosed in the second paragraph on page 101.  Also please
revise this paragraph to clarify what you mean by the term “qualified borrowers”.

5. In the first full paragraph on page 2, please clarify that the majority of your historical
revenues came from borrower fees.

6. Please balance the disclosure in the second full paragraph on page 2 with quantification
of your net losses in recent periods.

Our Industry, page 2

7. We note your use of data for the United States market.  Please tell us why you believe
this data is relevant to your business and please also tell us whether you considered data
for other markets.

Our Challenges, page 3

8. Regarding your corporate structure and the regulatory environment in China, please
specifically address t he draft Foreign Investment Law.

Corporate History and Structure, page 3

9. Please add your parent CreditEase to the diagram on page 4.

Risk Factors

If we are unable to maintain or increase the volume of loan transactions…., page 13

10. Please disclose the p ercentage of offline business you obtain from CreditEase.

Ning Tang
Yirendai Ltd.
March 26, 2015
Page 3

 The laws and regulations governing the peer -to-peer lending..., page 14

11. We note your disclosure that your automated investing tool might be viewed as having
the effect of forming a capital pool or  that your credit enhancement arrangement might be
viewed as similar to providing a form of guarantee.  Please revise to provide a more
detailed analysis of the legal and regulatory uncertainties in this regard.

12. Please revise to clarify whether in the p ast you have been subject to any material fines or
other penalties under any PRC laws or regulations governing the peer -to-peer lending
service industry in China.

If new loan products and platform enhancements…., page 14

13. Please provide context for your  references to Grade B, C and D loans by providing a
cross -reference to your description of these categories elsewhere in the prospectus.

If we are unable to maintain a low default rate of loans..., page 15

14. Please revise to quantify the default rate of loans facilitated on your platform in recent
periods.  Also please revise to discuss how your expansion plans to serve non -prime
borrower groups, as discussed under “Broaden our borrower base” on page 101, will
affect your ability to maintain a low default  rate of loans facilitated on your platform.  In
this regard, we note your statement in the prospectus summary that you believe prime
borrowers to be more creditworthy.

Credit and other information that we receive..., page 16

15. Please revise to clarify the  liability that the company assumes, if any, if it fails to
correctly assign an Yirendai loan grade to a particular borrower.  If applicable and to the
extent material, please revise to discuss any liabilities that you have incurred in the past
as a result  of assigning an incorrect grade to a particular borrower or listing.

Any harm to our brand or reputation..., page 17

16. Please revise to discuss recent developments in the peer -to-peer lending industry in
China, such as lending platform bankruptcies or f ailures in the last year, and any resulting
negative impact on China’s online consumer finance marketplace industry in general.
Alternatively, if you do not believe these developments are material, please tell us why.

Fraudulent activity on our marketpla ce..., page 18

17. Please revise to clarify whether you have experienced any material business or
reputational harm as a result of fraudulent activities in the past.  If so, and if material,
please also quantify the amount by which such past fraudulent activi ties have increased

Ning Tang
Yirendai Ltd.
March 26, 2015
Page 4

 your costs and expenses.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Components of Results of Operations, page 77

18. On page 78, with respect to your new fee collection schedule, please clar ify the
circumstances under which you would not collect the entire amount of the transaction fee
upfront and, with respect to such case, please disclose the percentage of fees you would
collect upfront.

Critical Accounting Policies, Judgments and Estimate s – Allowance for uncollectible accounts
receivable, page 83

19. We note that you did not record an allowance for uncollectible accounts at December 31,
2013 and 2014 because all accounts receivable were guaranteed by Tian Da Xin An. We
further note under Ris k reserve fund that you terminated your relationship with the
guarantee company starting in January 2015 and launched your new credit enhancement
services in the form of a risk reserve fund. Please tell us and revise to disclose how you
determine the allow ance for uncollectible accounts receivable after January 1, 2015 and,
once available, the amount of the allowance as of the end of the first interim period in
2015.

Business

Superior user experience, page 99

20. We note your disclosure that you ranked No. 1 in terms of investor satisfaction rate and
No. 2 in terms of borrower satisfaction rate among your industry peers in 2014, according
to a customer survey conducted by iResearch.  Please revise to disclose the parameters
used by iResearch to determine  which other online consumer finance marketplaces were
used for comparative purposes.

Continue to define industry best practices in China, page 100

21. You disclose that you have recently partnered with “a leading commercial bank in China”
to establish a thi rd-party custody and settlement arrangement, which is scheduled to go
live in April 2015.  Please revise to identify such bank and disclose the material terms
and conditions of any relevant agreements, understandings or arrangements.  If
applicable, please  also file the same as an exhibit to the registration statement pursuant to
Item 601(b)(10) of Regulation S -K.

Ning Tang
Yirendai Ltd.
March 26, 2015
Page 5

 Cultivate a vibrant consumer lending ecosystem, page 102

22. We note your disclosure that you intend to expand strategic relationships with key
industry value chain partners.  Please revise to explain the current status or progress of
any such relationships. Also tell us whether you are substantially dependent upon any
existing agreements with any value chain partners.  If so, please revise to summarize the
material terms of any such agreements.

Our Borrowers, page 103

Borrower Acquisition, page 103

23. Please provide information about the percentage of your borrowe rs that were acquired
through CreditEase in fiscal years 2014 and 2013.

Our Platform and the Transaction Process, page 106

24. Please disclose whether a loan facilitated on your platform would show up on a
borrower’s credit report.  Also please revise to clarify whether you allow borrowers to
hold more than one loan at a time.  If multiple loans are possible, please tell us what
consideration you have given to adding a risk factor disclosing that your business model
could allow for borrowers to borrow mone y from one group of lenders to pay off notes to
other lenders.

Stage 3: Anti -Fraud, Credit Assessment and Decisioning, page 107

25. Please clarify what you mean by your disclosure that the company’s credit -scoring model
was “developed in conjunction with” FI CO.  Please elaborate on any FICO scoring
criteria used to calculate a borrower’s Yirendai score.

26. We note that on March 10, 2015, FICO announced that 11 of China’s alternative lending
companies, including your parent CreditEase, have signed to the new F ICO Alternative
Lending Platform.  Please revise to disclose the material details of this new platform to
the extent that they are material to your business.

27. Regarding your disclosure in the second paragraph on page 108, please revise to describe
your r esources available for performing due diligence and additional verification on
borrowers.  Also please disclose whether this additional due diligence and verification,
when performed, shows significant instances of invalid information provided by the
borro wer.

Ning Tang
Yirendai Ltd.
March 26, 2015
Page 6

 Stage 5: Servicing and Collections, page 108

28. Please revise to elaborate on:

 any audit functions that you have in place to monitor the payments received by the
third -party payment platforms that you utilize from the borrowers; and

 the collection pro cedures that CreditEase has in place to recover funds for lenders.

Proprietary Credit Scoring Model..., page 109

29. We note your disclosure about your use of a proprietary credit scoring model to assess
the creditworthiness of potential borrowers and your  use of four segments in your current
pricing grid related to interest rate charged. Please tell us and revise to disclose the
amounts of loans originated in each pricing grade at the end of each period presented.
Please also provide qualitative informatio n about how these proprietary grades relate to
the likelihood of loss relative to each segment.

30. Regarding your statement that you have disclosed “some” of the criteria that impact a
borrower’s Yirendai score, please revise to clarify, if true, that you ha ve disclosed all the
criteria that materially impact such score.

31. Please substantially revise this section to provide greater detail regarding the criteria that
impact a borrower’s Yirendai score.  For example, please elaborate upon the specific
“customer attributes” that you take into account.  As appropriate, please al so revise to
provide illustrative examples, including quantified information where applicable, to
explain how each criteria may affect, either favorably or unfavorably, a borrower’s loan
score.

32. Please explain to us why your scoring model takes into accou nt information that is
unverified when determining a borrower’s loan grade.  For example, we note that while
you often do not verify a borrower’s intended use of proceeds, you consider the purpose
of a loan when assigning a credit score.

33. Please disclose  any minimum criteria that a loan must reach in order to qualify for Grades
A, B, C and D, respectively.  Also please clarify whether any Yirendai loan grades would
be considered to be non -prime.  In this regard, we note your disclosure elsewhere in the
prospectus regarding your plans to expand to serve non -prime borrower groups.

34. Please revise to clarify whether a borrower whose loan request has been declined is
prohibited from applying again.  If this is not the case, please make it clear, if true, tha t
there is a risk that a borrower could apply again using different, self -reported
information, such as home ownership and intended use of proceeds, and be approved.

Ning Tang
Yirendai Ltd.
March 26, 2015
Page 7

 Loan Servicing and Collections, page 110

35. Please revise to describe in greater detail th e “certain circumstances” under which a
delinquent borrower’s payment schedule may be modified.  Also please quantify the
average duration of the maturity date extension period under such circumstances.

Competition, page 113

36. Please revise this section to:

 provide an estimate of the number of your competitors and identify your most
significant ones by name;

 quantify, to the extent possible, your market share in the industry; and

 if applicable, discuss the extent to which low barriers to entry in the mark ets that you
serve contribute to the level of competition that you face.

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm, page F -2

37. We note that your to -be-issued report of your independent registered public acco unting
firm and related preface is signed by Deloitte Touche Tohmatsu Public Accountants LLP
(issued from Beijing, the People’s Republic of China).  However, we note that while
there is a Deloitte Touche Tohmatsu Certified Public Accountants LLP (based in
Shanghai, China) in the PCAOB list of registered firms, there is no firm name matching
exactly that currently included in your audit report.  Please explain to us the reason for
this difference and revise to include the exact name of your independent regis tered public
accounting firm if necessary.

Notes to Consolidated Financial Statements

Note 1. Organization and Principal Activities, page F -8

38. We note from your disclosure on page F -9 that the acquisition of Heng Cheng is a
business combination of entities under common control.  Please provide an analysis that
supports this conclusion, including a discussion of the common control relationship that
exists prior to and after the transaction.  Please cite the applicable guidance in your
response.

39. We note your disclosure on pages 5 and 28 that, subsequent to a transitional period
during which you expect CreditEase to continue to provide certain support services, upon
becoming a stand -alone company, you will establish your own financial administrativ e

Ning Tang
Yirendai Ltd.
March 26, 2015
Page 8

 and other support systems to replace CreditEase’s systems.  We further note that this cost
could be significantly different from cost allocation with CreditEase for the same services
and that your financial statements may not necessarily reflect your res ults of operations,
financial position and cash flows as if you had operated as a stand -alone company during
the periods presented.  Since agreements with related parties are by definition not at
arm’s length and may be changed at any time, please tell us how you considered SAB
Topic 1.B.1, and more specifically, whether your estimate of these costs