SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 November 18, 2022

 VIA
CORRESPONDENCE

 Michelle Miller

 Mark Brunhofer

Division of Corporation Finance

 Office of Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 Jiayin Group Inc.

Form 20-F for the Fiscal Year Ended December 31, 2020

Filed April 30, 2021

 Form
20-F for the Fiscal Year Ended December 31, 2021

 Filed April 29, 2022

File No. 001-38806

 Dear Ms. Miller
and Mr. Brunhofer:

 This letter sets forth the response of Jiayin Group Inc. (the “Company”) to the comments contained in
the letter dated November 3, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s May 3, 2022 response and the Company’s annual report on Form
20-F for the fiscal year ended December 31, 2021 (the “Form 20-F”).

 For ease of review, we have set forth below each of
the numbered comments of the Staff’s letter and the Company’s responses thereto. Further, we will include the revisions proposed in our responses to the Staff’s comments in future annual report filings with the Commission, after the
Staff’s completion of its review of our responses.

 Form 20-F for the Fiscal Year Ended December 31, 2021

Item 3. Key Information, page 7

1.
 We note your disclosure on page 1 that “China” or the “PRC” refers to the
People’s Republic of China, excluding, for the purposes of your annual report only, Hong Kong and Macau, your primary reference to China and or the PRC in your risk factors with regard to operating, regulatory, legal, and governmental
authorities and the flow of capital contributions/loans and or dividends/distributions through Geerong (HK) Limited, your wholly-owned subsidiary located in Hong Kong, Jiayin Group, Inc., your PRC subsidiaries and the consolidated VIE as reflected
in your diagram on page 11. Please revise your definition of “China or the PRC” to include Hong Kong and Macau and to clarify that the “legal and operational” risks associated with operating in China also apply to your operations
in Hong Kong. The definition may clarify that the only time that “China or the PRC” does not include Hong Kong or Macau is when you are referencing specific laws and regulations adopted by the PRC. If it does, please revise your disclosure
to discuss any commensurate laws or regulations in Hong Kong, if applicable, and any risks and consequences to the company associated with those laws and regulations. As one example, your enforceability of civil liabilities discussion
should discuss the enforceability of civil liabilities in Hong Kong. Please provide us with your proposed disclosure.

 1

 Response: In light of the Staff’s comment, we propose to revise the definition of
“China or the PRC” as follows, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:

““China” or the “PRC” refers to the People’s Republic of China, excluding
including, for the purposes of this annual report only, Hong Kong, Macau and Taiwan Hong Kong and Macau, unless referencing specific laws and regulations adopted by the People’s Republic of China and other legal and tax
matters applicable only to mainland China; “PRC subsidiaries” and “PRC entities” refer to entities established in accordance with laws and regulations of mainland China.”

In addition, we respectfully advise the Staff that we do not conduct material business operations in Hong Kong or Macau. As a result, we are
not subject to material operational risks associated with Hong Kong or Macau.

 Furthermore, we propose to revise the referenced disclosure
under “Item 3. Key Information—Enforceability of Civil Liability” on page 24 of the Form 20-F and the relevant risk factor disclosure on pages 70-71 as follows (added disclosure is underlined):

“Enforceability of Civil Liability

…… As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United
States.

 There is uncertainty as to whether the courts of Hong Kong would (i) recognize or enforce judgments of United
States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Hong Kong
against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

A judgment of a court in the United States predicated upon U.S. federal or state securities laws may be enforced in Hong Kong at common
law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the foreign judgment, among other things, is (i) for a debt
or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (ii) final and conclusive on the merits of the claim, but not otherwise. Such a judgment may not, in any
event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of
Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.

Hong Kong has no arrangement for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to
the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any
State or territory within the United States.”

 2

 “Certain judgments obtained against us by our shareholders may not
be enforceable.

 …… As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment
rendered by a court in the United States.

 In addition, judgment of United States courts will not be directly enforced in Hong
Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. There is uncertainty as to whether the courts of Hong Kong would (i) recognize or
enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original
actions brought in Hong Kong against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. A judgment of a court in the United States predicated upon U.S. federal or state
securities laws may be enforced in Hong Kong at common law by bringing an action in a Hong Kong court on that judgment for the amount due thereunder, and then seeking summary judgment on the strength of the foreign judgment, provided that the
foreign judgment, among other things, is (i) for a debt or a definite sum of money (not being taxes or similar charges to a foreign government taxing authority or a fine or other penalty) and (ii) final and conclusive on the merits of the
claim, but not otherwise. Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement
or recognition would be contrary to the public policy of Hong Kong; (d) the court of the United States was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment. Hong Kong has no arrangement
for the reciprocal enforcement of judgments with the United States. As a result, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement, of judgments of United States courts of civil
liabilities predicated solely upon the federal securities laws of the United States or the securities laws of any State or territory within the United States.”

2.
 We note your response to prior comment 5. Please disclose if you consulted with counsel on any individual
permission or approval that you or your subsidiaries, and the VIE and its subsidiaries are required to obtain from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations and your other subsidiaries’ operations and if so, please identify counsel in your disclosure. Please provide us with your proposed disclosure.

Response: We respectfully advise the Staff that we have consulted with our PRC legal counsel, King & Wood Mallesons, with respect
to the referenced matter. We propose to revise the referenced disclosure as follows to identify our counsel, with the added disclosure underlined and the removed disclosure crossed out for ease of reference.

On pages 20-21:

“Approval Required from the China Securities Regulatory Commission

…… Given the substantial uncertainties surrounding the interpretation of the Draft Archives Rules at present, we cannot assure you
that we will not be required to obtain any approval from or complete filing procedures with the competent authorities for our future offerings.

As advised by our PRC legal counsel, King & Wood Mallesons, the The Draft Administration
Provisions, the Draft Filing Measures and the Draft Archives Rules, if enacted in their current forms, may subject us to additional compliance requirement in the future for a future securities offering, including completion of filing procedures and
obtaining required approval……”

 “Approval from the Cyberspace Administration of China or Other PRC
Government Authorities

 With respect to the Cyberspace Administration of China, or the CAC, as advised by our PRC
legal counsel, we believe that there is a relatively low likelihood that we and the consolidated VIE will be subject to the cybersecurity review by the CAC for a future offering of our securities to foreign investors, given that: (i)
neither we or the consolidated VIE has been recognized as critical information infrastructure operators……

 As advised
by our PRC legal counsel, we We believe that approvals or permissions from the CSRC are not required for the operations of the consolidated VIE and our other subsidiaries, and that there is a relatively low
likelihood that the operations of the consolidated VIE and our other subsidiaries will be subject to the cybersecurity review by the CAC, given that: (i) neither we or the consolidated VIE has been recognized as critical information infrastructure
operators; and (ii) data processed in our and the consolidated VIE’s business do not have impact or potential impact on national security. Furthermore, our and the VIE Group’s online platform, operated by Geerong Yun, Geerong
Yunke, Shanghai Wuxingjia and Shanghai Jiajie Internet Finance Information Services Co., Ltd Shanghai Wuxingjia and Geerong Yun , may be deemed to be providing commercial Internet information
services, which would require the aforementioned companies Shanghai Wuxingjia and Geerong Yun to obtain certain value-added telecommunications business license. We cannot assure you that we can
obtain these licenses in a timely manner, or at all……”

 3

 On pages 52-53:

“It is unclear whether we and the consolidated VIE will be subject to the oversight of the CAC and how such oversight may impact us.
Our and the consolidated VIE’s business could be interrupted or we and the consolidated VIE could be subject to liabilities which may materially and adversely affect the results of our and the consolidated VIE’s operation and the value of
your investment.

 ……As of the date hereof, neither we nor the consolidated VIE has received any notice from government
authorities requiring us to going through cybersecurity review by the CAC.

 In light of the foregoing, as advised by our
PRC legal counsel, we believe that there is a relatively low likelihood that we and the consolidated VIE will be subject to the cybersecurity review by the CAC for a future offering of our securities to foreign investors, given that: (i)
neither we or the consolidated VIE has been recognized as critical information infrastructure operators; (ii) data processed in our and the consolidated VIE’s business do not have impact or potential impact on national security; and (iii) it is
still uncertain whether the Cybersecurity Review Measures will be applicable to a future offering conducted by China-based companies listed overseas……

We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we and our PRC legal counsel
do, and there is no assurance that we and the consolidated VIE can fully or timely comply with such laws……”

 On
pages 54-55:

 “The approval, filing or other requirements of the CSRC, the CAC or other PRC government authorities may be
required under PRC law in connection with a future offering of our securities to foreign investors.

 ……Given the
substantial uncertainties surrounding the interpretation of the Draft Archives Rules at present, we cannot assure you that we will not be required to obtain any approval from or complete filing procedures with the competent authorities for
our future offerings.

 The Draft Administration Provisions, the Draft Filing Measures and the Draft Archives Rules, if enacted in
their current forms, as advised by our PRC legal counsel, may subject us to additional compliance requirement in the future for a future securities offering, including completion of filing procedures and obtaining required
approval……

 With respect to the Cyberspace Administration of China, or the CAC, as advised by our PRC legal
counsel, we believe that there is a relatively low likelihood that we and the consolidated VIE will be subject to the cybersecurity review by the CAC for a future offering of our securities to foreign investors, given that: (i) neither we
or the consolidated VIE has been recognized as critical information infrastructure operators; (ii) data processed in our and the consolidated VIE’s business do not have impact or potential impact on national security; and (iii) it is still
uncertain whether the Cybersecurity Review Measures will be applicable to a future offering conducted by China-based companies listed overseas……

As advised by our PRC legal counsel, we believe that approvals or permissions from the CSRC are not required for the
operations of the consolidated VIE and our other subsidiaries, and that there is a relatively low likelihood that the operations of the consolidated VIE and our other subsidiaries will be subject to the cybersecurity review by the CAC, given that:
(i) neither we nor the consolidated VIE has been recognized as critical information infrastructure operators; and (ii) data processed in our and the consolidated VIE’s business do not have impact or potential impact on national security.
Furthermore, our and the VIE Group’s online platform, operated by Geerong Yun, Geerong Yunke, Shanghai Wuxingjia and Shanghai Jiajie Internet Finance Information Services Co., Ltd Shanghai Wuxingjia
and Geerong Yun, may be deemed to be providing commercial Internet information services, which would require the aforementioned companies Shanghai Wuxingjia and Geerong Yun to obtain certain value-added
telecommunications business license……”

3.
 Also in your response to prior comment 5 and added disclosure on page 20, we note that you indicate that
you do not believe that you are not required to obtain any approval from the CAC or other PRC government authorities under PRC law in connection with a future offering of your