SecProbe.io

Mail Stop 4720

September 18, 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. 4 to
Draft Registration Statement on Form F -1
Submitted August 7 , 2015
Response s dated August 7 , 2015 ,
August 14 , 2015  and August 31 , 2015
  CIK No. 0001631761

Dear Mr. Tang :

We have reviewed your amended  draft registration statement and responses  and have the
following comments.  In some of our comments, we may ask you to provide us with in formation
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 n ot 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.

1. We note your disclosure on page 15 that you do not invest your own capital in loans
facilitated through your marketplace.  You recognize that the automated investing tool
could  cause you to hold investors’ funds for a period longer than a transfer from investor
to borrower and since you allocate the investor funds among multiple approved
borrowers, this part of your business goes beyond the simple one -to-one matching of
investor s with borrowers.  You disclose on page 86 that the management fee you receive
related to the automated investing tool is equal to the interest return on the loans to the

Ning Tang
Yirendai Ltd.
September 18, 2015
Page 2

 investor in excess of the targeted return.  You also clarify in your response to comm ent 4
filed on August 31, 2015 that there is no cap on the financial guarantee obligation you
provide to investors related to loan defaults and you disclose on page 75 that the risk
reserve fund purpose is to limit investor losses due to borrower defaults.   Based on the
above facts please explain in detail why the loan activity on your platform is not
presented in your financial statements and the accounting guidance you relied upon.

2. We note your critical accounting policy disclosures beginning on page 84 and your
responses to comments 4, 5 and 8 filed on August 7, 2015, August 14, 2015 and August
31, 2015.  Please tell us and revise your disclosures to clarify the following:

 Whether investors are able to “opt out” of the risk reserve fund and the amount o f
loans currently covered by the fund;

 The period during 2015 in which you charged investors a separate fee for the risk
reserve fund service as disclosed on page 82, the amount received and if material, the
revenue recognition policy for that fee;

 How  the rate of return offered to an investor using the automated investing tool
correlates to the APR disclosed on page 120;

 Whether the rate of return an investor receives on a loan differs based on the use of
the automated investing tool versus the self -directed investing tool and if so, how;

 The amount of loans generated and net charge -off rate for each period by pricing
grade similar to the table at the top of page 82;

 Who the parties are to the loan agreement; and

 Whether the investor fully funds every loan they invest in and does the specified
investment period match the loan terms for the automated investing tool.

3. As it relates to your response filed on August 14, 2015, please tell us whether an investor
using the automated investing tool may wi thdraw their funds.  If so, please tell us what
legal obligation you have to refund the investor their investment and fund the related
loan?

4. We note your responses to comment 4 filed on August 7, 2015, August 14, 2015 and
August 31, 2015 regarding the ris k reserve fund and the related accounting policy.  Please
address the following:

 Explain when an investor would incur a loss on their investment if they opted into
the risk reserve fund and tell us where in the risk reserve fund service legal

Ning Tang
Yirendai Ltd.
September 18, 2015
Page 3

 agreement it  informs the investor of such risk including if there were no new
business to fund the risk reserve fund cash account.  Refer to Article 2.4.

 Tell us the historical look -back period for charge -offs you used to calculate the
stand ready guarantee obligatio n for each pricing grade and the charge -off rate per
pricing grade.

 Given your short operating history tell us how you determined that your own
history was sufficient to calculate the significant inputs for the discounted cash
flow model (e.g. collection rate and growth rate) and how you considered other
qualitative factors in your valuation.

 Tell us the amount of obligation you recognized by pricing grade, if available and
the amount of loans covered by the risk reserve fund by pricing grade.

5. We note yo ur response to comment 4 filed on August 31, 2015 and that your subsequent
measurement policy for the risk reserve fund liability is to recognize an expense when the
amount of contingent liability is in excess of the stand -ready liability or if otherwise, you
will recognize revenue.  Please tell us if you are tracking your obligation on a loan -to-
loan basis in order to know when to release the obligation.  If not, explain when you
would recognize revenue or release your obligation.  In addition, clarify whe ther you are
using fair value to subsequently account for the liability and how you determined this was
appropriate.

6. We note your revenue recognition policy beginning on page F -36 and that you charge
investors a management fee to use the automated investing tool.  You disclose on page 81
that the transaction fee is charged to borrowers and you receive a portion upfront, up to
42%, and the remainder on a monthly basis over the term of the loan.  You also fund your
risk reserve cash account with the p ortion of the transaction fee received up front.  You
disclose that you charge various other fees, for example late payment fee, too.  Please
address the following related to your revenue recognition policy in 2015:

 Tell us all the fees you charge, the pa yment terms of those fees, whether they are
fixed or variable and who pays them (i.e. investor or borrower);

 If the management fee is paid by a different counterparty than the transaction fee, tell
us how you determined it was appropriate to combine these  contracts and account for
them as a single arrangement under ASC 605; and

 Tell us all of the deliverables in your arrangements and explain in greater detail how
you identified the various deliverables once the contracts were combined.  As part of
your re sponse, please tell us whether the deliverables in your arrangements have
standalone value and how this was determined based on the guidance in ASC 605 -25-
25-2. If standalone value exists for certain of these deliverables, please also tell us

Ning Tang
Yirendai Ltd.
September 18, 2015
Page 4

 how you alloc ated arrangement consideration based on the guidance in ASC 605 -25-
30-2.

7. We note in your responses to comment 7 that ASC 860 -50 does apply to you and the
servicing you provide is for loans originated on your platform.  However, you have
concluded that there was no servicing asset or liability for the three -months ended March
31, 2015 because you were adequately compensated for providing the loan services based
on the revenue you allocated under the multiple element revenue recognition analysis.
Please address the following:

 Tell us the amount of servicing income you received for the loans originated on your
platform for the periods presented and which line item those fees are recognized in on
the Statement of Operations;

 Clarify whether your conclusio n that there is no servicing asset or liability under ASC
860-50 is for all periods presented in the financial statements or just for those loans
originated during the first quarter of 2015;

 Explain in greater detail how you determined that the benefits y ou receive to service
the loans were just adequate to compensate you for your servicing responsibilities and
that a purchaser would neither pay nor receive payment to obtain the right to service
for the same rate you are being compensated.  As part of this  response please describe
the valuation model used and inputs in determination that the fair value was $0.
Refer to ASC 860 -50-30-1 to 7.

You ma y contact Benjamin Phippen at (202) 551 -3697 or Amit Pande at (202) 551 -3423
if you have questions regarding c omments 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
Office of Financial Services I

cc: Yu Cong
Z. Julie Gao , Esq.