SecProbe.io

Mail Stop 4720

December 2, 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.
Registration Statement on Form F -1
Amendment No. 1 to Registration Statement on Form F -1
Filed November 16, 2015 and November 23, 2015
  File No. 333 -208056

Dear Mr. Tang:

We have reviewed your 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 amending your regist ration statement and providing the
requested information.   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 any amendment to your  registration statement and the information you
provide in response to these comments, we may have additional comments.

Amendment No. 1 to Registration Statement on Form F -1
Our Business, page 1
1. You state here and throughout the document that you target  prime borrowers, comprising
credit card holders with salary income.  Since the term “prime borrower” may have
different meanings by country and types of lending, please revise to clearly disclose how
you define prime borrowers (e.g. does a brand new credi t card holder with salary income
meet your definition or a person who is significantly past due on their credit card
payments, but with salary income).

Ning Tang
Yirendai Ltd.
December 2, 2015
Page 2

 Summary Consolidated Financial and Operating Data, page 11
2. We note your disclosure on pages 12, 80 and 8 9 of “transaction fees from borrowers”,
“service fees from investors” and the subtotal of these fees and others as “fees earned”.
However, the amounts disclosed are significantly higher than the amounts reported in
your Consolidated Statements of Operatio ns for the nine -months ended September 30,
2015. We further note your revenue recognition policy beginning on page F -37.  Please
revise the terms “transaction fees from borrowers”, “service fees from investors” and
“fees earned” throughout the document and  provide detailed disclosure to make it clear to
a reader that these amounts are not equivalent to revenues or any other financial metric
that is presented in your financial statements.
Risk Factors – Risks Related to Our Business, page 14
3. We note your d isclosure on page 15 that the People’s Bank of China together with nine
other PRC regulatory agencies jointly issued the Guidelines on Promoting the Healthy
Development of Internet Finance.  You state that the Guidelines established the primary
regulator a nd prohibited online -peer-to-peer lending service providers from illegal fund -
raising and providing credit enhancement services.  However, other statements appear to
suggest that additional laws and regulations may be expected. For example, you state that
the Guidelines mentioned above only set out the basic principles and new rules and
regulations will be adopted in the future.  Please revise your disclosures here and
beginning on page 143 to address the following:
 Clarify what the current laws, regulations and governmental policies related to your
industry are and describe how you are in compliance.  If you determine that you are
currently not in compliance with current laws, regulations and governmental policies,
tell us how you considered the d isclosure requirements of ASC 450.
 Clarify what are the proposed or expected changes in the laws, regulations and
governmental policies for your industry and the impact those changes may have on
your business.
4. You also disclose on page 17 that the PRC r egulatory bodies may view the risk reserve
fund as a form of guarantee under the Provisions on Several Issues Concerning Laws
Applicable to Trials of Private Lending Cases issued by the Supreme People’s Court on
August 6, 2015, or the Private Lending Judic ial Interpretations, which came into effect on
September 1, 2015.  And if they did, you may be required to assume the obligations as to
the defaulted loan as a guarantor.  Please address the following:
 Tell us why you believe that your risk reserve fund is  not considered a “credit
enhancement service” or a guarantee of repayment of the loans under the Private
Lending Judicial Interpretations when your current policy is to fund the risk reserve
account to allow investors to recover their full principal and a ccrued interest when a
loan defaults.

Ning Tang
Yirendai Ltd.
December 2, 2015
Page 3

  Revise your disclosure to reference your summary of the Private Lending Judicial
Interpretations beginning on page 143.
 Explain how the conclusion that your platform provides a guarantee under the Private
Lending Judic ial Interpretations would impact your accounting policies, including
those policies relevant to the risk reserve fund and the accounting for the loans issued
through your platform.
5. We note your disclosure on page 16 that in October 2015, you established a business
relationship with a trust under which the trust invested in loans through your platform
using funds the trust received from its investors.  In order to better understand this new
business relationship and the related accounting, please provide us with the following
information:
 The salient features of the trust, the terms and conditions related to establishment and
administration of the trust, along with an enhanced description of the Company’s
relationship with the trust;
 Whether any of your relat ed parties are also involved in this trust (e.g. as investors,
creator, etc.);
 A summary of how the terms of the tri -party loan agreement, investor or other
applicable agreement(s) involving the aforementioned trust differ from your standard
agreements, if  applicable;
 Who selected the loans that the trust funded with its investors funds;
 A description of how the cash flows between you, the trust, and the trust’s investors;
and
 Whether you consolidate the trust and if no, provide us with your consolidation
analysis supporting this conclusion.
6. Your disclosure on page 16 also states that you transferred cash to the trust “in an amount
equal to a certain percentage of the trust’s assets for the trust to protect its investors from
potential losses from defaults o f loans in which the trust has invested” and that, under
limited circumstances, the remainder of this fund may be returned to you.  Please tell us
the terms of the cash transferred to the trust including the following:
 The amount transferred as a percenta ge of the trust’s assets and how this amount was
determined;
 Whether the trust is covered under your general risk reserve fund;

Ning Tang
Yirendai Ltd.
December 2, 2015
Page 4

  Whether this cash represents a separate risk reserve fund that covers only the
specified trust;
 Whether the cash contribution to the trust results in the Company having a beneficial
interest in the trust; and
 The specific terms of the agreement that would result in remainder of the funds being
returned to you, including whether this represents a residual interest in the trust.
7. We note your disclose on pages 22 and 105 that you expect a decrease in your net income
margin due to the increase of deferred revenue as a result of your fourth quarter revisions
to the risk reserve fund policy.  Please tell us the impact this policy change  would have
had on revenue, deferred revenue and risk reserve fund balance for the nine -months
ended September 30, 2015 if implemented on January 1, 2015.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Ability to Acquire Borrowers and Investors Effectively, page 83
8. You disclose on page 84 that revenues are currently recognized at the time when the
transaction fees are collected, so the combination of loans facilitated by channel during a
specific period may have an  impact on your revenues and results of operations.  We also
note your revenue recognition policy disclosure beginning on page 96.  Please explain
how the channel in which the borrower was acquired impacts your revenue recognition,
specifically the best es timate of selling price of loan facilitation services in your revenue
allocation.
Loan Performance Data, page 86
9. We note your tabular disclosure of all loans delinquent past 15 days and up to 89 days.
Please tell us whether you track loans more than 89 da ys past due and the time it takes
you to recover the amounts paid to the investor from the risk reserve fund.
10. We note the loan performance data beginning on page 86, and in particular, the
presentation of M3+ net charge off rates on page 88.  In reviewing this data and
comparing it to similar data presented on pages 86 to 88 of your F -1 filed November 16,
2015, we note that the total net charge -off rate appears to be trending upward.  More
specifically, the total net charge -off rate as of September 30, 2015  for loans generated
during the periods ending December 31, 2013, December 31, 2014 and September 30,
2015 was 9.1%, 3.8% and 1.0% compared to the data as of June 30, 2015 for these same
vintages which was 8.5%, 2.7% and 0.3%.  Please expand your disclosur es to discuss the
key factors driving this increase in charge -off rates, how these trends impacts your
earnings, your expectations as to whether you believe these trends will continue and why.

Ning Tang
Yirendai Ltd.
December 2, 2015
Page 5

 Operating Costs and Expenses, page 92
11. Please tell us the breakdown of expenses between origination and servicing costs as
disclosed on page 92.
Risk Reserve Fund, page 93
12. With respect to the investor protection services in the form of a risk reserve fund
provided prior to August 2013 and for the guarantee arrang ement from August 2013 to
December 2014, please tell us and revise to describe in detail your contractual legal
obligation for repayment of defaulted loans.
Critical Accounting Policies, Judgments  and Estimates
Liabilities from Risk Reserve Fund Service , page 97
13. You disclose here and on page F -39 that at inception of each loan you recognize a stand
ready liability at the fair value of the risk reserve fund service, and that the liability will
be reduced through expiry or performance. You also disclose th at on a portfolio basis, if
the contingent liability exceeds the stand -ready liability, any excess will be recognized as
an expense.  Please address the following:
 Explain why the unit of account for the stand -ready liability (i.e. loan -by-loan basis)
is different from the contingent liability;
 Clarify whether the recorded fair value of the liability associated with the risk reserve
fund contemplates measurement of both the obligation to stand ready as well as the
contingent obligation to make future paymen ts as discussed in ASC 460 -10-25-2; and
 Clarify the disclosure on subsequent measurement and when you recognize an
expense.  For example, indicate whether you recognize an expense only when the
Company is required to recognize a liability under ASC 450 -20-25 that exceeds the
fair value of the guarantee obligation (i.e., not just the stand -ready obligation).
Fair Value of Risk Reserve Fund, page 98
14. We note your disclosure that you estimate your expected risk reserve payouts based on
historical charge -offs ,  the payout ratio you commit to in your agreements with investors,
collection rates on the underlying loans, as well as the current and expected balance of
the risk reserve fund.  Please refer us to the relevant section of the investor agreement
that descr ibes this payout ratio and revise your disclosure to define the ratio.
Selected Quarterly Results of Operations, page 103
15. We note your disclosure on page 105 that you expect a decrease in your net income
margin in part due to an anticipated change in your revenue recognition policy associated

Ning Tang
Yirendai Ltd.
December 2, 2015
Page 6

 with a newly established trust transaction.  Please explain how the trust transaction
caused a change in your revenue recognition policy and describe the change to your
policy in detail.
Borrower Acquisition, page 125
16. Please define the acronym “API.”
Risk Management
Investor Protection, page 135
17. We note your disclosure on page 136 that you plan to place a two -year limit on the period
during which an investor has the right to receive distributions from the risk reserve f und –
if, after two years and 90 days, an investor has not recovered the full defaulted amount,
then the investor will no longer have the right to receive pro rata repayment from the risk
reserve fund.  Please tell us the following:
 Whether the terms of th is two year limit will be explicitly disclosed in the agreement
with the investor;
 When this 2 year limit is expected to be put into place; and
 A detailed discussion of the impact that this two year limit will have on your
valuation of liabilities r elated to the risk reserve fund.
Management
Terms of Directors and Officers, page 159
18. Please describe the material terms of the written agreement that sets forth the expiration
date of the term of office of your directors and tell us what consideration you have g iven
to filing the agreement as an exhibit to the registration statement.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements for the Years Ended December 31, 2013 and
2014
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F -13
19. We note your disclose on page F -14 that you charged investors a risk reserve fund service
fee before August 2013 and such fee was recognized as revenue of the investor protection
service.  You also disclose that you have one mul tiple deliverable revenue arrangement

Ning Tang
Yirendai Ltd.
December 2, 2015
Page 7

 and that you applied ASC 460 related to the risk reserve model.  Please revise to clarify
how the recognition of revenue for the risk reserve fund service fee charged from January
to August 2013 is considered as part o f the multiple element revenue recognition policy.
Note 7. Related Party Balances and Transactions, page F -22

20. We note your disclosure related to Tian Da Xin An’s assumption of the obligation of the
Group on the outstanding loan balances that were covered under the previous risk reserve
fund model.  More specifically, we note your disclosure that pursuant to this a greement,
the Group pays the investors the principal and interest on loans that default, and collects
from Tian Da Xin An the associated unpaid transaction fee in accordance with the
guarantee arrangement.  Please revise to disclose the average collection time from Tian
Da Xin An.

Unaudited Condensed Consolidated Balance Sheets, page F -31

21. We note that you clearly disclose the liabilities that relate to the VIE on the face of your
balance sheet, but not the assets that relate to the VIE.  Please refer to  ASC 810 -10-50-14
and revise to disclose the carrying amount and classification of the VIE’s assets on the
face of the balance sheet along with footnote disclosures that include qualitative
information about the nature of any restrictions on those assets.

Notes to the Unaudited Condensed Consolidated Financial Statements for the Six -Month Periods
Ended June 30, 2014 and 2015

Note 2. Summary of Significant Accounting Policies

Revenue recognition – Cash incentives, page F -39

22. We note your disclosure here a nd on pages 89 and 97 that to expand its market presence,
the Group provides cash incentives to investors whose one -time investment exceeds
certain amounts at the time of their investment.  Please revise to disclose when this cash
incentive program was put  into place, along with a detailed discussion of the key terms
and conditions of this cash incentive program.  In addition, please provide us with the
applicable sections o