SecProbe.io

July 2 4, 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.
Amendment No. 3 to
Draft Registration Statement on Form F -1
Submitted July 15, 2015
  CIK No. 0001631761

Dear Mr. Tang :

We have reviewed your amended  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 submitting
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 approp riate, 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.

Management’s Discussio n And Analysis of Financial Condition and Results of Operations

Key Factors Affecting Our Results of Operations – Effectiven ess of Risk Management, page 77

1. We note your disclosure on page 121 that the actual amount to be set aside in the risk
reserve fun d is continuously monitored and calculated based on an analysis of both your
historical charge -off rates and a charge -off forecast for your target borrower group.  In
addition, we note your disclosure linking collection efforts and triggering events, such as
loan aging and default, with the withdrawals from the risk reserve fund.  Given the
significance of the underlying loan data and statistics to your operating performance,
please revise your disclosure to include additional detailed information for the u nderlying

Ning Tang
Yirendai Ltd.
July 2 4, 2015
Page 2

 loan portfolio such as aging / delinquency data and historical charge -offs for both the on -
line channels such as the internet and mobile applications, as well as offline sources such
as referrals from CreditEase’s on -the-ground sales network.

Key Components of Results of Operations – Net Revenues – Transaction fees, page 79

2. You disclose that revenue is recognized net and that in January 2015 you recognize the
amount of the transaction fee collected upfront upon completion of the loan facilitatio n
services and the remainder when the fees are collected.  You also state that the amount of
transaction fee paid upfront is sufficient to provide cash for the risk reserve fund.  Please
confirm that the average transaction fee rates disclosed on page 80 i ncludes the amount
collected for the risk reserve fund, which currently is 6%.

3. You disclose separately the amount of loans originated and the sales and marketing
expenses by online channels and offline channels.  You also disclose on page 111 that
you p ay CreditEase a referral fee for those borrowers you acquire through their extensive
on-the-ground sales network and that the average size of loans sourced through offline
channels tends to be larger than that of loans sourced through online channels.  Ple ase
clarify whether your offline channels include only the referrals from CreditEase and
therefore, the referral fee paid to CreditEase is only associated with these channels.  Also
tell us if there are other differences in the investor or borrower base fo r the offline
channel versus online channel (e.g. concentration in pricing grid or fees).

Critical Accounting Policies, Judgments and Estimates

Revenue Recognition, page 84

4. You disclose on page 85 that you recognize revenue on the upfront transaction fee upon
completion of the service of facilitating loan origination only to the extent the upfront fee
exceeds the stand -ready liability related to the risk reserve fund. We also note your risk
reserve fund rollforward on page F -37 and that during the thre e months ended March 31,
2015 you recorded a provision of $15.7 million related to the liability.  Please address the
following related to your accounting for the risk reserve fund:

 Tell us what service(s) you provide, other than facilitation of the loan,  to the borrow
that relate to the transaction fee;

 Explain in greater detail how you account for your guarantee of principal and accrued
interest to an investor once a loan is originated and the accounting guidance you
apply (e.g. ASC 460);

 Tell us where  the provision related to the risk reserve fund liability is recorded on the
Consolidated Statement of Operations; and

Ning Tang
Yirendai Ltd.
July 2 4, 2015
Page 3

  Explain how you subsequently measure the risk reserve fund liability.

Liabilities from risk reserve fund and servicing, page 86

5. You d isclose that you guarantee the principal and accrued interest repayment of a
defaulted loan up to a cap. The cap is currently set at 6% of the total loan facilitation
amount.  You also disclose on page 114 that you will withdraw funds from the risk
reserve  fund to repay the principal and accrued interest for a defaulted loan.  Please tell
us whether the agreement with the investor discloses the cap on the guarantee repayment
of a defaulted loan and your ability to change this cap in the future.  In addition , confirm,
if true, and revise your risk reserve fund disclosures throughout the filing to clearly state
that the amount of principal and accrued interest to be repaid and withdrawn from the risk
reserve fund for any defaulted loan is only 6% of that defau lted loan due to the cap.

Business

Our Platform and the Transaction Process, page 114

6. You disclose on page 116 that funds are withdrawn from a custody account managed by
China Guangfa Bank and disbursed to the borrower once the loan is fully subscrib ed or
funded by an investor.  Please tell us what rights or risks (e.g. interest income) you have
related to the investor funds held in the custody account before being disbursed to the
borrower.

7. We note in your “Stage 5” disclosure s on page 116  that you must authorize the transfer of
loan repayments to the investor and you are involved in the collection process for
delinquent loans. However, you then disclose that you outsource all stages of the
collections process to CreditEase.  Please revise your discl osures to clarify what day -to-
day activities related to the loans and the collection process you perform versus
CreditEase.  Clarify also who makes the decisions for default services and / or any
remediation processes such as restructurings of loans.

Risk Management – Proprietary Credit Scoring Model and Loan Qualification System, page 117

8. We note your disclosure on page 79 that net revenues include transaction fees, service
fees and other revenues and that the amount of transaction fee charged is based upon the
pricing and amount of the underlying loan.  We also note your disclosure on page 80
detailing the average transaction fee rate for each of the pricing grades A through D,
which range from 6.2% to 28.7%.  On page 119, you disclose the APRs that cor respond
to these same four segments ranging from 16.9% to 39.5%, which includes both a fixed
interest rate and a transaction fee rate for the services offered to borrowers.  In order to
provide additional clarity surrounding these disclosures, please revis e your disclosure on
page 119 to state, if true, that the difference between the average transaction fee rates on

Ning Tang
Yirendai Ltd.
July 2 4, 2015
Page 4

 page 80 and the APR rates on page 119 is the fixed interest rates for the corresponding
pricing grades.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

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

9. We note your response to comment 8 of our letter dated April 27, 2015 and that Heng
Cheng was established on September 15, 2014.  You state that Heng Cheng i s a variable
interest entity (“VIE”) that should be consolidated by the CreditEase group before and
after the signing of the VIE arrangement in February 2015.  In order to more fully
understand your analysis and conclusion, please address the following:

 Describe, in detail, the structure of Heng Cheng including the organization chart,
whether there were VIE arrangements between a subsidiary of CreditEase and Heng
Cheng, terms for distributions, rights of the three shareholders, etc.

 In your response you s tate that the capital injection loan was from Puxin Hengye, a
subsidiary of CreditEase, to the three designated shareholders (Mr. Ning Tang, Mr.
Fanshun Kong and Ms. Yan Tian).  However, on page 68 you disclose that the loan
was between Heng Ye and the sha reholders of Heng Cheng.  Explain the discrepancy
between your response and the disclosure on which entity lent the funds for Heng
Cheng’s capital.

 Provide us with a chart of CreditEase’s corporate structure, similar to the one on page
5, before the contr ibution of assets to Heng Cheng and identify the subsidiaries or
possibly VIEs that were contributed assets to Heng Cheng.

 Tell us when assets were contributed to Heng Cheng and the terms of the
contribution.

 Tell us how the net assets contributed to Hen g Cheng were initially measured (i.e. fair
value or carrying value) and the accounting guidance relied upon for their
measurement and presentation by Heng Cheng.

 Tell us whether CreditEase or one of its subsidiaries consolidated Heng Cheng before
the 2015  reorganization and if a subsidiary, which one.

10. You disclose that in the first quarter of 2015 your parent, CreditEase reorganized and as
part of this reorganization the Yirendai Business was transferred to the “Group”.  The
“Group” is defined as the Company, its subsidiaries, and VIE.  In your response to
comment 8 of our letter dated April 27, 2015 you also state that Heng Cheng was

Ning Tang
Yirendai Ltd.
July 2 4, 2015
Page 5

 consolidated in the financial statements before and after the signing of the new VIE
arrangements.  Please address the following:

 Confirm that the “Group” is the Company at the consolidated level.

 Describe the terms of the agreement between Heng Ye and Puxin Hengye for the
assignment of the capital injection loan for Heng Cheng including the effective date
of the assignm ent;

 Explain in detail how you determined that Heng Cheng should be consolidated by the
Company before February 2015 if the Company did not have the power to direct the
activities that most significantly affects the economic performance of the VIE or righ t
to the economic benefits or obligation to absorb losses of Heng Cheng until 2015.

 Tell us the accounting guidance you relied upon in determining that Heng Cheng
should be consolidated by Heng Ye before February 2015 and the guidance relied
upon for th e initial measurement of the assets, liabilities, and noncontrolling interests
in Heng Cheng when consolidated by Heng Ye.

 Confirm, if true, that the Company’s financial statements for all periods presented
were retrospectively adjusted for the consolidat ion of Heng Cheng.

Note 2. Summary of Significant Accounting Policies – Basis of Consolidation , page F -10

11. We note your response to comment 10 of our letter dated April 27, 2015.  You explain
that Heng Cheng did not begin to provide services until late D ecember 2014 and that is
why Heng Cheng’s total assets as of December 31, 2014 are only $2.4 million of the
$64.8 million disclosed on page F -3.  You also disclose on page 29 that CreditEase and
the Company are under common control and therefore, your cons olidated financial
statements include the financial activity attributable to your business for all periods
presented.  P lease address the following:

 Confirm, if true, that the $62.4 million difference represents assets held by the
Company or one of its su bsidiaries.

 Tell us whether the $62.4 million difference represents a carve -out of the Yirendai
Business from CreditEase and if so, explain why this portion of the Yirendai Business
was not contributed to Heng Cheng.

 You disclose on page 75 that the onli ne consumer finance marketplace business was
commenced in March 2012.  Confirm that this business was the Yirendai Business.
In addition, tell us whether the Yirendai Business was presented retrospectively in
Heng Cheng when the assets were contributed by  CreditEase’s subsidiaries in 2014
and if so, for what periods.

Ning Tang
Yirendai Ltd.
July 2 4, 2015
Page 6

12. We note your disclosure on page 70 that you plan to enter into various agreements with
CreditEase with respect to various ongoing relationships between your and CreditEase.
These agreements i nclude a master transaction agreement, a transitional service
agreement, a non -competition  agreement, a cooperation framework agreement and an
intellectual property license agreement.  We further note that the master transaction
agreement contains provision s relating to your carve -out from CreditEase. Given that the
carve -out was completed in the first quarter of 2015, please provide us with a copy of the
master transaction agreement and other agreements related to the carve -out. Please also
file these agree ments as exhibits in your next amendment.

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

Sincerely,

 /s/ Dietrich A. King

Dietrich A.  King
Assistant Director

cc: Yu Cong
Z. Julie Gao, Esq.