SecProbe.io

July 2, 2015

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.
Amendment No. 2  to
Draft Registration Statement on Form F -1
Submitted June 17 , 2015
  CIK No. 0001631761

Dear Mr. Tang :

We have reviewed your amended draft registration statement and have the following
comments.

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

Credit Enhancement, page 120

1. Tell us whether there you enter into a formal agreement with investors documenting the
credit enhancement service and if so, describe for us the key terms of the agreement.

Business  - Credit Enhancement, page 120

2. We note your disclosure on page 121 that  if the risk reserve becomes insufficient to pay
back all the investors with delinquent loans, these investors will be repaid on a pro rata
basis, and their outstanding unpaid principal balances will be deferred to the next time the
risk reserve fund is re plenished, at which time a distribution will again be made to all
investors with delinquent loans.  Please enhance this disclosure to describe the process in
the event the risk reserve fund is never replenished to a sufficient level to pay the
investors.  Specifically address whether the investor bears any risk of loss in the event the
reserve is not replenished to a sufficient level or any other fact patterns that could result
in an investor loss.

Ning Tang
Yirendai Ltd.
July 2, 2015
Page 2

 Related Party Transactions

Transactions with CreditEase A ffiliated Entities, page 144

3. We note your disclosure that “several other affiliates of CreditEase provided [you] with
borrower acquisition and referral services, investor acquisition and referral services,
system support services, identity verification se rvices and collection services” and the
related disclosure on pages F40 – F-41 of the notes to the financial statements.  Please tell
us what consider ation  you have given to filing any agreements relating to such services as
exhibits to the registration st atement.  Please r efer to Item 601(b)(10)(ii)(A) of
Regulation S -K.

Consolidated Financial Statements

Notes to Consolidated Financial Statements for the Years Ended December 31, 2013 and 2014

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

4. We continue to evaluate your response to comment 8. We may have further comments.

Note 2. Summary of Significant Accounting Policies

Revenue recognition – Transaction fees, page F -13

5. We note that beginning in the fourth quarter of 2014, you adopted a new f ee collection
schedule whereby you either collect the entire amount upfront, or collect a portion of the
transaction fee upfront and the rest on a monthly basis over the term of the loan.  Given
this new policy and the recent change to your transaction fee  revenue recognition policy
in the first quarter of 2015, please enhance your disclosure here and as applicable in your
MD&A section, to include the following:

 The underlying reasons for the change in the fee collection schedule;

 A discussion of how it i s determined whether to collect the entire amount upfront
versus a portion upfront and the rest on a monthly basis;

 A discussion of how you determine the amount to be collected upfront versus the
amount to be collected over the term of the loan on a month ly basis; and

 If applicable, whether, and if so, how, the determination of the fee collection schedule
is impacted by the loan channel, the pricing grade of the loan, etc.

Ning Tang
Yirendai Ltd.
July 2, 2015
Page 3

 Notes to the Unaudited Condensed Consolidated Financial Statements for the Three -Month
Periods Ended March 31, 2014 and 2015

Note 2. Summary of Significant Accounting Policies

Liabilities from risk reserve fund service, page F -37

6. We note your disclosure on pages 86 and F -37 that if a loan originated on the platform
after Janua ry 1, 2015 defaults, the Group guarantees the principal and accrued interest
repayment of the defaulted loan up to a maximum “cap .”  In light of your disclosure
elsewhere in the filing indicating that the risk reserve fund is continuously monitored and
calculated based on an analysis of your historical charge -off rates and a charge -off
forecast of your target borrower group, please enhance your disclosure on pages 86 and
F-37 to better define this cap. Clearly describe for readers, if true, that this cap is  not
fixed and describe the underlying factors that could impact the calculation of this cap.

7. Please revise your disclosures to describe in further detail the process used to calculate
the risk reserve liability.  Discuss how you develop the forecast for  your target borrower
group.  Describe how your historical charge -off rates and forecasts are considered and
how you determined that this was sufficient evidence to reasonably estimate the reserve
in light of your limited operating history.  Also address h ow your methodology considers
the recent shift to and focus on higher risk segments, with the introduction of Grade B
and D loans in the fourth quarter of 2014, and Grade C loans in the first quarter of 2015.
Your disclosures should address the quantitati ve and qualitative factors that influence
your calculation.

8. Please revise to include the disclosures required by ASC 460 -10-50-4(b).  More
specifically, revise to disclose:

 The maximum potential of future payments (undiscounted) that you could be require d
to make under the guarantee;

 If the terms of the guarantee provide for no limitation to the maximum potential of
future payments under the guarantee, that fact; and

 If you are unable to develop an estimate of the maximum potential amount of future
paym ents under the guarantee, the reasons why it cannot be estimated.

9. Please revise to include a roll -forward of the stand -ready liability related to the risk
reserve fund.

Ning Tang
Yirendai Ltd.
July 2, 2015
Page 4

 Fair Value of Service Provided for Credit Enhancement Services, page F -38

10. As a related matter, we note your disclosure here and on page 87 that based on past
experience, you have an average historical loan default rate of 7 -8% of the loan
facilitation amount and that management estimates that the future payout ratio will be
approxima tely the same percentage.  Taking this into consideration, please enhance your
disclosure to describe the underlying reasons for capping the risk reserve fund at 6% of
the total loan facilitation despite the disclosure that you estimate future payouts will  be in
the 7 -8% range.

You ma y contact Benjamin Phippen , Staff Accountant,  at (202) 551 -3697 or Amit Pande ,
Accounting Branch Chief,  at (202) 551 -3423  if you have questions regarding comments on the
financial statements and related matters.  Please contact David Lin , Staff Attorney,  at (202) 551 -
3552 or me at (202) 551 -3338 with any other questions.

Sincerely,

 /s/ Era Anagnosti

for Dieter King
Assistant Director

cc: Yu Cong
Z. Julie Gao, Esq.