What changed in Jiayin Group Inc.'s 2023 10-K compared to 2022?

Across the narrative sections we track, Jiayin Group Inc. (JFIN) added 654 paragraphs, removed 717, and edited 546 between the 2022 and 2023 10-K filings. The biggest movers are Item 3. Legal Proceedings (+326/−362), Item 4. Mine Safety Disclosures (+170/−146), Item 5. Market for Registrant's Common Equity (+97/−141).

What changed in Jiayin Group Inc.'s MD&A (Item 7) in 2023?

Item 7 Management's Discussion & Analysis shows 19 new/edited paragraphs and 22 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Jiayin Group Inc.'s Legal Proceedings (Item 3) change in 2023?

Item 3 shows 326 added/edited paragraphs and 362 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this JFIN 10-K diff come from?

The source filings are Jiayin Group Inc.'s official 2022 and 2023 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Jiayin Group Inc.'s 20-F — 2022 vs 2023

Paragraph-level year-over-year comparison of Jiayin Group Inc.'s 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+654 added−717 removedSource: 20-F (2024-04-29) vs 20-F (2023-04-28)

Top changes in Jiayin Group Inc.'s 2023 20-F

654 paragraphs added · 717 removed · 546 edited across 5 sections

Item 3. Legal Proceedings+326 / −362 · 293 edited
Item 4. Mine Safety Disclosures+170 / −146 · 130 edited
Item 5. Market for Registrant's Common Equity+97 / −141 · 67 edited
Item 6. [Reserved]+42 / −46 · 42 edited
Item 7. Management's Discussion & Analysis+19 / −22 · 14 edited

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

293 edited+33 added−69 removed701 unchanged

2022 filing

2023 filing

Biggest changeAs of December 31, 2020 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Assets Cash and cash equivalents 21,213 12,469 4,199 44,530 34,909 — 117,320 Accounts receivable and contract assets, net — 9 — 158,055 — — 158,064 Long-term investment — — — — 87,551 — 87,551 Investment in subsidiaries and VIEs and VIEs' subsidiaries (652,193 ) — — — — 652,193 — Intercompany balances* 167,887 117,938 (3,636 ) (101,358 ) (180,831 ) — Other assets 855 52,612 — 52,968 54,460 1,542 162,437 Total assets (462,238 ) 183,028 563 154,195 (3,911 ) 653,735 525,372 Liabilities Tax payables — 232,730 — 36,818 9,835 — 279,383 Other payable related to the disposal of Shanghai Caiyin — 566,532 — — — — 566,532 Other liabilities 2,385 50,602 562 78,011 10,120 1,542 143,222 Total liabilities 2,385 849,864 562 114,829 19,955 1,542 989,137 Total net assets/(liabilities) (464,623 ) (666,836 ) 1 39,366 (23,866 ) 652,193 (463,765 ) * Intercompany balances resulted from regular transactions in the business operations of the entities, and no service fees were charged by Shanghai Kunjia. 13 For the year ended December 31, 2022 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net revenue — 972,029 — 2,979,683 44,100 (724,398 ) 3,271,414 Total operating cost and expenses (6,494 ) (919,825 ) (45 ) (1,798,121 ) (89,308 ) 724,398 (2,089,395 ) (Loss) Income from operations (6,494 ) 52,204 (45 ) 1,181,562 (45,208 ) — 1,182,019 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries 1,199,673 — — — — (1,199,673 ) — Net income (loss) 1,179,658 164,741 (19 ) 35,173 35,173 (234,494 ) 1,180,232 For the year ended December 31, 2021 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net revenue — 680,790 — 1,571,104 65,092 (536,496 ) 1,780,490 Total operating cost and expenses (6,979 ) (696,592 ) — (1,102,656 ) (78,803 ) 536,496 (1,348,534 ) (Loss) Income from operations (6,979 ) (15,802 ) — 468,448 (13,711 ) — 431,956 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries 479,220 — — — — (479,220 ) — Net income (loss) 472,086 89,149 21 393,161 (6,472 ) (480,184 ) 467,761 For the year ended December 31, 2020 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net revenue — 624,868 — 696,914 61,468 (83,090 ) 1,300,160 Total operating cost and expenses (6,740 ) (394,453 ) — (605,781 ) (74,169 ) 83,090 (998,053 ) (Loss) Income from operations (6,740 ) 230,415 — 91,133 (12,701 ) — 302,107 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries 319,091 — — — — (319,091 ) — Net income (loss) 252,883 254,283 1 79,919 (15,112 ) (321,908 ) 250,066 For the year ended December 31, 2022 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net cash (used in) provided by operating activities (21,917 ) 8,807 15,020 146,876 (15,194 ) — 133,592 Net cash used in investing activities — (7,265 ) — (9,466 ) (6,218 ) — (22,949 ) Net cash provided by (used in) financing activities 8,783 — (21,349 ) — — — (12,566 ) For the year ended December 31, 2021 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net cash (used in) provided by operating activities (12,317 ) 98,486 (534 ) 60,489 38,416 — 184,540 Net cash used in investing activities — (96,180 ) — (1,612 ) (28,430 ) — (126,222 ) Net cash provided by financing activities 3,296 — 4,056 — 2,586 — 9,938 14 For the year ended December 31, 2020 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net cash (used in) provided by operating activities (38,027 ) (40,071 ) 4,199 21,493 16,901 — (35,505 ) Net cash provided by (used in) investing activities 37,372 (62 ) — (657 ) (3,427 ) — 33,226 Net cash provided by financing activities 6,982 — — — 3,613 — 10,595 The following table sets forth the roll-forward of the line item titled “investments in subsidiaries and VIEs” in the Parent’s financial statements: Roll-forward of “investments in subsidiaries and VIEs” Investments in subsidiaries and VIEs (RMB in thousands) Balance at January 1, 2020 (1,003,436 ) Equity in earnings of VIEs 254,283 Equity in earnings of subsidiaries 64,808 Share-based compensation* 30,652 Foreign currency translation 1,500 Balance at December 31, 2020 (652,193 ) Equity in earnings of VIEs 92,356 Equity in earnings of subsidiaries 386,864 Share-based compensation* 15,186 Foreign currency translation 2,221 Balance at December 31, 2021 (155,566 ) Equity in earnings of VIEs 164,741 Equity in earnings of subsidiaries 1,034,932 Share-based compensation* 42,548 Foreign currency translation 979 Balance at December 31, 2022 1,087,634 * Share-based compensation expense attributable to subsidiaries and VIEs accounted for as investments in subsidiaries and VIEs.

Biggest changeAs of December 31, 2023 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Assets Cash and cash equivalents 804 81,384 1,682 275,054 11,269 — 370,193 Accounts receivable and contract assets, net — 97,187 — 2,006,358 — — 2,103,545 Long-term investments — — — — 101,481 — 101,481 Investment in subsidiaries and VIEs and VIEs' subsidiaries 2,269,730 — 12,913 — 2,256,571 (4,539,214 ) — Intercompany balances* 134,255 62,917 — 6,225 (203,397 ) — — Other assets 2,627 74,280 — 2,795,297 197,343 — 3,069,547 Total assets 2,407,416 315,768 14,595 5,082,934 2,363,267 (4,539,214 ) 5,644,766 Liabilities Tax payables — 24,249 1 519,951 24,618 — 568,819 Other liabilities 25,275 278,606 1,650 2,319,356 70,599 — 2,695,486 Total liabilities 25,275 302,855 1,651 2,839,307 95,217 — 3,264,305 Total net assets 2,382,141 12,913 12,944 2,243,627 2,268,050 (4,539,214 ) 2,380,461 * Intercompany balances resulted from regular transactions in the business operations of the entities, and no service fees were charged by Shanghai Kunjia. 12 As of December 31, 2022 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Assets Cash and cash equivalents 8,567 16,294 1,391 240,816 23,950 — 291,018 Accounts receivable and contract assets, net — 71,184 — 1,661,034 — — 1,732,218 Long-term investments — — — 90,497 — 90,497 Investment (Deficit) in subsidiaries and VIEs and VIEs' subsidiaries 1,087,634 — (357,417 ) — 1,158,282 (1,888,499 ) — Intercompany balances* 154,113 84,569 (1,300 ) (8,878 ) (228,504 ) — — Other assets 3,248 231,126 — 629,786 42,977 — 907,137 Total assets 1,253,562 403,173 (357,326 ) 2,522,758 1,087,202 (1,888,499 ) 3,020,870 Liabilities Tax payables — 286,705 — 345,908 212 632,825 Other payable related to the disposal of Shanghai Caiyin — 188,300 — — — — 188,300 Other liabilities 10,478 285,585 82 661,160 937 — 958,242 Total liabilities 10,478 760,590 82 1,007,068 1,149 — 1,779,367 Total net assets/(liabilities) 1,243,084 (357,417 ) (357,408 ) 1,515,690 1,086,053 (1,888,499 ) 1,241,503 * Intercompany balances resulted from regular transactions in the business operations of the entities, and no service fees were charged by Shanghai Kunjia. 13 For the year ended December 31, 2023 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net revenue — 1,670,688 — 4,720,863 96,483 (1,021,161 ) 5,466,873 Total operating costs and expenses (4,546 ) (1,614,045 ) (45 ) (3,444,526 ) (92,402 ) 1,021,161 (4,134,403 ) (Loss)/Income from operations (4,546 ) 56,643 (45 ) 1,276,337 4,081 — 1,332,470 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries 1,301,067 — 328,844 — 1,469,714 (3,099,625 ) — Net income 1,297,619 328,844 328,866 1,140,848 1,720,422 (3,519,023 ) 1,297,576 For the year ended December 31, 2022 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net revenue — 972,029 — 2,979,683 44,100 (724,398 ) 3,271,414 Total operating costs and expenses (6,494 ) (919,825 ) (45 ) (1,798,121 ) (89,308 ) 724,398 (2,089,395 ) (Loss)/Income from operations (6,494 ) 52,204 (45 ) 1,181,562 (45,208 ) — 1,182,019 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries 1,199,673 — 164,741 — 1,165,074 (2,529,488 ) — Net income 1,179,658 164,741 164,722 1,000,352 1,200,247 (2,529,488 ) 1,180,232 For the year ended December 31, 2021 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net revenue — 680,790 — 1,571,104 65,092 (536,496 ) 1,780,490 Total operating costs and expenses (6,979 ) (696,592 ) — (1,102,656 ) (78,803 ) 536,496 (1,348,534 ) (Loss)/Income from operations (6,979 ) (15,802 ) — 468,448 (13,711 ) — 431,956 Equity in earnings of subsidiaries and VIEs and VIEs' subsidiaries 480,184 — 89,149 — 482,331 (1,051,664 ) — Net income 472,086 89,149 89,170 393,161 475,859 (1,051,664 ) 467,761 14 For the year ended December 31, 2023 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net cash provided by (used in) operating activities 144,310 139,602 291 327,764 (64,707 ) (157,672 ) 389,588 Net cash (used in) provided by investing activities — (74,100 ) (38,081 ) (49,526 ) 223,695 (167,838 ) (105,850 ) Net cash (used in) provided by financing activities (155,400 ) — 38,081 (244,000 ) (157,672 ) 325,510 (193,481 ) For the year ended December 31, 2022 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net cash (used in) provided by operating activities (21,917 ) 8,807 15,020 146,876 (15,194 ) — 133,592 Net cash used in investing activities — (7,265 ) — (9,466 ) (6,218 ) — (22,949 ) Net cash provided by (used in) financing activities 8,783 — (21,349 ) — — — (12,566 ) For the year ended December 31, 2021 Parent Consolidated VIE and its subsidiaries Shanghai Kunjia (WFOE) Other subsidiaries inside mainland China Subsidiaries outside mainland China Eliminations Consolidated total (RMB in thousands) Net cash (used in) provided by operating activities (12,317 ) 98,486 (534 ) 60,489 38,416 — 184,540 Net cash used in investing activities — (96,180 ) — (1,612 ) (28,430 ) — (126,222 ) Net cash provided by financing activities 3,296 — 4,056 — 2,586 — 9,938 Approvals Required from the PRC Authorities for Offering Securities to Foreign Investors We are required to complete filing or fulfill other requirements of the China Securities Regulatory Commission, or the CSRC within three business days after the closing of our future offerings, according to the Trial Administrative Measures (as defined below).

Circular 24 will also 24 apply by analogy to branches of foreign banks, trusts, consumer finance companies and auto finance companies.

Circular 24 will also apply by analogy to branches of foreign banks, trusts, consumer finance companies and auto finance companies.

As a result, our and the VIE Group’s business, financial condition, and results of operations could be adversely affected.

The report sets forth lists identifying the registered public accounting firms headquartered in mainland China and Hong Kong, respectively, that the PCAOB is unable to inspect or investigate completely.

The PCAOB is required under the HFCAA to make its determination on an annual basis with regards to its ability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong. The possibility of being a “Commission-Identified Issuer” and risk of delisting could continue to adversely affect the trading price of our securities.

Should the PCAOB again encounter impediments to inspections and investigations in mainland China or Hong Kong as a result of positions taken by any authority in either jurisdiction, the PCAOB will make determinations under the HFCAA as and when appropriate.

In the event that we and the consolidated VIE are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we and the consolidated VIE face uncertainty as to whether any clearance or other required actions can be timely completed, or at all.

Given such uncertainty, we and the consolidated VIE may be further required to suspend our and the consolidated VIE’s relevant business, shut down our and the consolidated VIE’s website, or face other penalties, which could materially and adversely affect our and the consolidated VIE’s business, financial condition, and results of operations, and/or the value of our ADSs or could significantly limit or completely hinder our and the consolidated VIE’s ability to offer or continue to offer securities to investors.

Given the uncertainties surrounding the interpretation of the Provisions on Confidentiality and Archives Management, 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.

We cannot assure you that we will be able to get the clearance of filing procedures or obtain the required approval on a timely basis, or at all.

For further discussion on the risks relating to the oversight of the CAC, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure——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 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 the consolidated VIE nor any of our other subsidiaries has been recognized as critical information infrastructure operators; and (ii) data processed in the consolidated VIE and our other subsidiaries’ business do not have impact or potential impact on national security.

For further discussion on the risks relating to the regulatory oversight of the online platform, see “Item 3. Key Information—D.

If we proceed with any of such offering or maintain the listing status of our ADSs without obtaining these regulatory agencies’ approval to the extent it is required, or if we are unable to comply with any new approval requirements which might be adopted for future offerings, we may face regulatory actions or other sanctions from these regulatory agencies.

For example, regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from offering of securities overseas into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of the ADSs.

Furthermore, if we are required to obtain any other approvals from or complete filings and/or other regulatory procedures with the CSRC, the CAC or other PRC regulatory agencies as a result of change in applicable laws, regulations or interpretations for any future offering or the listing of the ADSs, we cannot assure you that we can obtain the required approval or complete the required filings and/or other regulatory procedures in a timely manner, or at all.

Any failure to obtain such approval or complete such filings and/or other regulatory procedures may subject us to regulatory actions or other sanctions taken by the relevant government authorities, which may have a material adverse effect on our business, financial condition or results of operations.

Each of our PRC subsidiaries and the consolidated VIE that is in retained earnings position as of the end of each year is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital.

As a result, it may be difficult or impossible for you to effect service of process within the United States upon these individuals, or to bring an action against us or against these individuals in the United States in the event that you believe your rights have been infringed under the U.S. federal securities laws or otherwise.

However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature.

Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions.

China does not have any treaties or other forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments.

In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our director and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest.

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.

However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: • difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, rights, platforms, products and services of the acquired business; • inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits; • difficulties in retaining, training, motivating and integrating key personnel; • diversion of management’s time and resources from our daily operations; • difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; • difficulties in retaining relationships with our funding partners and borrowers, employees and suppliers of the acquired business; • risks of entering markets in which we have limited or no prior experience; • regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; • failure to successfully further develop the acquired technology; • liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; • potential disruptions to our ongoing businesses; and • unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

Strategic investments or acquisitions will involve risks commonly encountered in business relationships, including: • difficulties in assimilating and integrating the operations, personnel, systems, data, technologies, rights, platforms, products and services of the acquired business; 43 • inability of the acquired technologies, products or businesses to achieve expected levels of revenue, profitability, productivity or other benefits; • difficulties in retaining, training, motivating and integrating key personnel; • diversion of management’s time and resources from our daily operations; • difficulties in maintaining uniform standards, controls, procedures and policies within the combined organizations; • difficulties in retaining relationships with our funding partners and borrowers, employees and suppliers of the acquired business; • risks of entering markets in which we have limited or no prior experience; • regulatory risks, including remaining in good standing with existing regulatory bodies or receiving any necessary pre-closing or post-closing approvals, as well as being subject to new regulators with oversight over an acquired business; • assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights or increase our risk for liability; • failure to successfully further develop the acquired technology; • liability for activities of the acquired business before the acquisition, including intellectual property infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities; • potential disruptions to our ongoing businesses; and • unexpected costs and unknown risks and liabilities associated with strategic investments or acquisitions.

These risks and challenges include our and the VIE Group’s ability to, among other things: • navigate an evolving regulatory environment; • expand the base of borrowers and institutional funding partners served on our and the VIE Group’s platform; • maintain our and the VIE Group’s credit standards; • enhance our and the VIE Group’s risk management capabilities; • improve our and the VIE Group’s operational efficiency; • continue to scale our and the VIE Group’s technology infrastructure to support the growth of our and the VIE Group’s platform and higher transaction volume; • operate without being adversely affected by the negative publicity about the industry in general and our and the VIE Group’s company in particular; • maintain the security of our and the VIE Group’s platform and the confidentiality of the information provided and utilized across our and the VIE Group’s platform; • cultivate a vibrant consumer finance ecosystem; • attract, retain and motivate talented employees; and • defend ourselves in litigation, and against regulatory, intellectual property, privacy or other claims.

These risks and challenges include our and the VIE Group’s ability to, among other things: • maintain the security of our and the VIE Group’s platform and the confidentiality of the information provided and utilized across our and the VIE Group’s platform; • navigate an evolving regulatory environment; • expand the base of borrowers and institutional funding partners served on our and the VIE Group’s platform; • maintain our and the VIE Group’s credit standards; • enhance our and the VIE Group’s risk management capabilities; • improve our and the VIE Group’s operational efficiency; • continue to scale our and the VIE Group’s technology infrastructure to support the growth of our and the VIE Group’s platform and higher transaction volume; 23 • operate without being adversely affected by the negative publicity about the industry in general and our and the VIE Group’s company in particular; • cultivate a vibrant consumer finance ecosystem; • attract, retain and motivate talented employees; and • defend ourselves in litigation, and against regulatory, intellectual property, privacy or other claims.

Under the deposit agreement for our ADSs, the depositary will give us (or our nominee) a discretionary proxy to vote our Class A ordinary shares underlying your ADSs at shareholders’ meetings if you do not give voting instructions to the depositary as to how to vote the Class A ordinary shares underlying your ADSs at any particular shareholders’ meeting, unless: • we have failed to timely provide the depositary with our notice of meeting and related voting materials; • we have instructed the depositary that we do not wish a discretionary proxy to be given; • we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; • a matter to be voted on at the meeting may have a material adverse impact on shareholders; or • voting at the meeting is made on a show of hands.

Under the deposit agreement for our ADSs, the depositary will give us (or our nominee) a discretionary proxy to vote our Class A ordinary shares underlying your ADSs at shareholders’ meetings if you do not give voting instructions to the depositary as to how to vote the Class A ordinary shares underlying your ADSs at any particular shareholders’ meeting, unless: • we have failed to timely provide the depositary with our notice of meeting and related voting materials; • we have instructed the depositary that we do not wish a discretionary proxy to be given; 65 • we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting; • a matter to be voted on at the meeting may have a material adverse impact on shareholders; or • voting at the meeting is made on a show of hands.

In addition, under our amended and restated memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register 64 of members or the setting of such a record date may prevent you from withdrawing the underlying Class A ordinary shares which are represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly.

In addition, under our amended and restated memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the underlying Class A ordinary shares which are represented by your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly.

Our board of directors has discretion as to whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of 63 business.

Business Overview—Regulation—Regulations Relating to Foreign Exchange—Regulations on Employee Share Incentive Plans of Overseas Publicly-Listed Company.” 60 The State Administration of Taxation, or SAT, has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, our employees working in China who exercise stock options or are granted restricted shares will be subject to PRC individual income tax.

Business Overview—Regulation—Regulations Relating to Foreign Exchange—Regulations on Employee Share Incentive Plans of Overseas Publicly-Listed Company.” The State Administration of Taxation, or SAT, has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, our employees working in China who exercise stock options or are granted restricted shares will be subject to PRC individual income tax.

Furthermore, our and the VIE Group’s online platform, operated by Geerong Yun, Geerong Yunke, Shanghai Wuxingjia and Shanghai Jiajie may be deemed to be providing commercial Internet information services, which would require the aforementioned companies 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.

Furthermore, our and the VIE Group’s online platform, operated by Geerong Yun, Geerong Yunke and Shanghai Jiajie may be deemed to be providing commercial Internet information services, which would require the aforementioned companies 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.

Our and the VIE Group’s online platform, operated by Geerong Yun, Geerong Yunke, Shanghai Wuxingjia and Shanghai Jiajie may be deemed to be providing commercial Internet information services, which would require the aforementioned companies 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.

Our and the VIE Group’s online platform, operated by Geerong Yun, Geerong Yunke and Shanghai Jiajie may be deemed to be providing commercial Internet information services, which would require the aforementioned companies 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.

The PRC domestic enterprises shall obtain approval from the competent authority and file with the confidential administration department at the same level when providing or publicly disclosing documents and materials related to state secrets or secrets of the governmental authorities to the underwriters or other agencies or the offshore regulatory 15 authorities, and shall complete corresponding procedures when providing or publicly disclosing documents and materials which may adversely influence national security and the public interest.

The PRC domestic enterprises shall obtain approval from the competent authority and file with the confidential administration department at the same level when providing or publicly disclosing documents and materials related to state secrets or secrets of the governmental authorities to the underwriters or other agencies or the offshore regulatory authorities, and shall complete corresponding procedures when providing or publicly disclosing documents and materials which may adversely influence national security and the public interest.

If one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our future growth may be 34 constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel.

If one or more of our key executives were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, our future growth may be constrained, our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected, and we may incur additional expenses to recruit, train and retain qualified personnel.

Any such class action suit, whether or not successful, could harm our 42 reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

Taxation—People’s Republic of China Tax Considerations.” However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” As substantially all of our management members are based in China, it remains unclear how the tax residency rule will apply to our case.

Taxation—People’s Republic of China Tax Considerations.” However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management 61 body.” As substantially all of our management members are based in China, it remains unclear how the tax residency rule will apply to our case.

If that were to occur, both we and the VIE Group and third-party payment service providers could be held liable to funding partners and borrowers who suffer losses from the misappropriation. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity.

If that were to occur, both we and the VIE Group and third-party payment service providers could be held liable to funding partners and borrowers who suffer losses from the misappropriation. 37 Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity.

KEY INFORMATION The Consolidated VIE and China Operations Jiayin Group Inc. is a Cayman Islands holding company primarily operating in China through (i) its PRC subsidiaries, including Shanghai Kunjia and Chuangzhen Technology and its subsidiaries, in which we hold equity ownership interests, and (ii) contractual arrangements among(x) Shanghai Kunjia, (y) the consolidated VIE, namely, Jiayin Finance, and (z) the shareholders of the consolidated VIE.

KEY INFORMATION The Consolidated VIE and China Operations Jiayin Group Inc. is a Cayman Islands holding company primarily operating in China through (i) its PRC subsidiaries, including Shanghai Kunjia and Chuangzhen Technology and its subsidiaries, in which we hold equity ownership interests, and (ii) contractual arrangements among(x) Shanghai Kunjia, (y) the consolidated VIE, namely, Jiayin Technology, and (z) the shareholders of the consolidated VIE.

In the event our and the VIE Group’s funding partners violate the provisions in the measures, they could become subject to penalties, including warnings, fines, suspension of business 23 and revocation of required licenses, and as a result, we and the VIE Group may need to modify our and the VIE Group’s business practices and our and the VIE Group’s business, results of operations, financial condition and prospects would be materially and adversely affected.

In the event our and the VIE Group’s funding partners violate the provisions in the measures, they could become subject to penalties, including warnings, fines, suspension of business and revocation of required licenses, and as a result, we and the VIE Group may need to modify our and the VIE Group’s business practices and our and the VIE Group’s business, results of operations, financial condition and prospects would be materially and adversely affected.

If the ownership structure, Contractual Arrangements and business of our company, our subsidiaries, Jiayin Finance or its subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have broad discretion in dealing with such violation, including levying fines, confiscating our income or the income of Jiayin Finance or its subsidiaries, revoking the business licenses or operating licenses of Shanghai Kunjia, Jiayin Finance or its subsidiaries, shutting down our servers or blocking our online platform, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our initial public offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business.

If the ownership structure, Contractual Arrangements and business of our company, our subsidiaries, Jiayin Technology or its subsidiaries are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits or approvals, the relevant governmental authorities would have discretion in dealing with such violation, including levying fines, confiscating our income or the income of Jiayin Technology or its subsidiaries, revoking the business licenses or operating licenses of Shanghai Kunjia, Jiayin Technology or its subsidiaries, shutting down our servers or blocking our online platform, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our initial public offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business.

Risk Factors—Risks Relating to Doing Business in China” including, but not limited to, the following: • PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our initial public offering and any further offerings to make loans to or make additional capital contributions to our PRC subsidiaries and the consolidated VIE, which could materially and adversely affect our liquidity and our ability to fund and expand our business; • We rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business; and • Governmental control of conversion and remittance of foreign currency may limit our ability to transfer cash out of China to fund any cash and financing requirements we may have, and may affect the value of your investment.

Risk Factors—Risks Relating to Doing Business in China” including, but not limited to, the following: • PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental administration of currency conversion may delay or prevent us from using the proceeds of our initial public offering and any further offerings to make loans to or make additional capital contributions to our PRC subsidiaries and the consolidated VIE, which could materially and adversely affect our liquidity and our ability to fund and expand our business; • We rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business; and • Governmental administration of conversion and remittance of foreign currency may limit our ability to transfer cash out of China to fund any cash and financing requirements we may have, and may affect the value of your investment.

However, our and the VIE Group’s policies and procedures may not be completely effective in preventing other parties from using us, any of our and the VIE Group’s users, clients or 38 third-party partners as a conduit for money laundering (including illegal cash operations), terrorist financing or sanctioned activities without our and the VIE Group’s knowledge.

However, our and the VIE Group’s policies and procedures may not be completely effective in preventing other parties from using us, any of our and the VIE Group’s users, clients or third-party partners as a conduit for money laundering (including illegal cash operations), terrorist financing or sanctioned activities without our and the VIE Group’s knowledge.

In addition, we are required by PRC laws and regulations to pay various statutory employee benefits, including pension, housing fund, medical insurance, work-related injury insurance, unemployment insurance and maternity insurance to designated government agencies for the benefit of our employees. We expect that our labor costs, including wages and employee benefits, will continue to increase.

Furthermore, under the Announcement of the State Taxation Administration on Issuing the Measures for the Administration of Non-resident Taxpayers’ Enjoyment of Treaty Benefits, which became effective in January 2020, the non-resident enterprises shall determine whether they are qualified to enjoy the 61 preferential tax treatment under the tax treaties and file the Information Reporting Form for Non-resident Taxpayers Claiming Treaty Benefits.

Furthermore, under the Announcement of the State Taxation Administration on Issuing the Measures for the Administration of Non-resident Taxpayers’ Enjoyment of Treaty Benefits, which became effective in January 2020, the non-resident enterprises shall determine whether they are qualified to enjoy the preferential tax treatment under the tax treaties and file the Information Reporting Form for Non-resident Taxpayers Claiming Treaty Benefits.

There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. In addition, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs.

There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may result in or intensify potential conflicts in relation to territorial 31 disputes. In addition, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs.

However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number 45 of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC.

However, whether the PCAOB will continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC.

Any failure to obtain the relevant approvals or licenses may subject us to sanctions, including rectification orders and warnings, fines, confiscation of illegal gains, and, in case of significant infringement, orders to close our online platform, which may have a material 50 adverse effect on our business, financial condition or results of operations.

Any failure to obtain the relevant approvals or licenses may subject us to sanctions, including rectification orders and warnings, fines, confiscation of illegal gains, and, in case of significant infringement, orders to close our online platform, which may have a material adverse effect on our business, financial condition or results of operations.

These factors include our and the VIE Group’s ability to continue to offer loan facilitation services at competitive amount of financing interest and service fees and adequate credit limits, reliable and user-friendly website interface and mobile apps for users to browse, apply for credit, and further improve our and the VIE Group’s online transaction 26 process.

Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving and are uncertain, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis.

Additionally, the application and interpretation of China’s intellectual property right laws and the procedures and standards for granting trademarks, patents, copyrights, know-how or other intellectual property rights in China are still evolving, and we cannot assure you that PRC courts or regulatory authorities would agree with our analysis.

Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may 43 not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure.

Our future success depends on our continued ability to attract, develop, motivate and retain qualified and skilled employees. Competition for highly skilled technical, risk management and financial personnel is extremely intense. We may not be able to hire and retain these personnel at compensation levels consistent with our existing compensation and salary structure.

As such, Shanghai Kunjia entered into the Contractual Arrangements with Jiayin Finance and the shareholders of Jiayin Finance, among others, pursuant to which, we are able to:(i) exercise effective control over Jiayin Finance; (ii) receive substantially all of the economic benefits of Jiayin Finance and its subsidiaries; (iii) have an exclusive call option to purchase all or part of the equity interests in and/or assets of Jiayin Finance when and to the extent permitted by laws; (iv) have an exclusive option to purchase, or designate one or more persons to purchase from Jiayin Finance all or any part of its assets at any time and from time to time in our absolute direction to the extent permitted by PRC laws; (v) appoint us or our designated person to exercise all shareholder rights in Jiayin Finance; and (vi) have all of the equity interests in Jiayin Finance pledged to us as a continuing first priority security interest for performance of the Contractual Arrangements.

As such, Shanghai Kunjia entered into the Contractual Arrangements with Jiayin Technology and the shareholders of Jiayin Technology, among others, pursuant to which, we are able to:(i) exercise effective control over Jiayin Technology; (ii) receive substantially all of the economic benefits of Jiayin Technology and its subsidiaries; (iii) have an exclusive call option to purchase all or part of the equity interests in and/or assets of Jiayin Technology when and to the extent permitted by laws; (iv) have an exclusive option to purchase, or designate one or more persons to purchase from Jiayin Technology all or any part of its assets at any time and from time to time in our absolute direction to the extent permitted by PRC laws; (v) appoint us or our designated person to exercise all shareholder rights in Jiayin Technology; and (vi) have all of the equity interests in Jiayin Technology pledged to us as a continuing first priority security interest for performance of the Contractual Arrangements.

Furthermore, our and the VIE Group’s online platform, operated by Geerong Yun, Geerong Yunke Information Technology Co., Ltd. (“Geerong Yunke”), Shanghai Wuxingjia and Shanghai Jiajie may be deemed to be providing commercial Internet information services, which would require the aforementioned companies to obtain certain value-added telecommunications business license.

Furthermore, our and the VIE Group’s online platform, operated by Geerong Yun, Geerong Yunke Information Technology Co., Ltd. (“Geerong Yunke”) and Shanghai Jiajie may be deemed to be providing commercial Internet information services, which would require the aforementioned companies to obtain certain value-added telecommunications business license.

If any of our and the VIE Group’s 35 employees or third-party service providers take, convert or misuse funds, documents or data or fail to follow protocol when interacting with funding partners and borrowers, we and the VIE Group could be liable for damages and be subject to regulatory actions and penalties.

If any of our and the VIE Group’s employees or third-party service providers take, convert or misuse funds, documents or data or fail to follow protocol when interacting with funding partners and borrowers, we and the VIE Group could be liable for damages and be subject to regulatory actions and penalties.

On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-Border 57 Trade and Investment, which removes the restrictions on domestic equity investments by non-investment foreign-invested enterprises with their capital funds, provided that certain conditions are met.

On October 23, 2019, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-Border Trade and Investment, which removes the restrictions on domestic equity investments by non-investment foreign-invested enterprises with their capital funds, provided that certain conditions are met.

We also 71 expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.

Risk Factors—Risks Relating to Our Corporate Structure—We rely on Contractual Arrangements with Jiayin Finance and shareholders of Jiayin Finance for a significant portion of our business operations, which may not be as effective as direct ownership in providing operational control, and these contractual arrangements have not been tested in a court of law.” 7 The following diagram illustrates the corporate structure of us and the consolidated VIE, including the names, places of incorporation and the proportion of ownership interests in our and the consolidated VIE’s significant subsidiaries and consolidated affiliated entities and their subsidiaries as of the date of this annual report: (1) Jiayin Southeast Asia Holdings Limited was established in February 2018 to develop and operate our overseas business.

Risk Factors—Risks Relating to Our Corporate Structure—We rely on Contractual Arrangements with Jiayin Technology and shareholders of Jiayin Technology for a significant portion of our business operations, which may not be as effective as direct ownership in providing operational control, and these contractual arrangements have not been tested in a court of law.” 7 The following diagram illustrates the corporate structure of us and the consolidated VIE, including the names, places of incorporation and the proportion of ownership interests in our and the consolidated VIE’s significant subsidiaries and consolidated affiliated entities and their subsidiaries as of the date of this annual report: (1) Jiayin Southeast Asia Holdings Limited was established in February 2018 to develop and operate our overseas business.

As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents or entities have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE Circular 37.

As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC residents or entities have complied with, and will in the future make 60 or obtain any applicable registrations or approvals required by, SAFE Circular 37.

Furthermore, each of our PRC subsidiaries and the consolidated VIE may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary surplus funds are not distributable as cash dividends.

Furthermore, each of our PRC subsidiaries and the consolidated VIE may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary 57 surplus fund at their discretion. The statutory reserve funds and the discretionary surplus funds are not distributable as cash dividends.

For more information regarding our principal shareholders and their affiliated entities, see “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” We have granted, and may continue to grant, share incentive awards, which may result in increased share-based compensation expenses.

For more information regarding our principal shareholders and their affiliated entities, see “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” 69 We have granted, and may continue to grant, share incentive awards, which may result in increased share-based compensation expenses.

If the prices we and the VIE Group pay for telecommunications and Internet services rise significantly, our and the VIE Group’s results 40 of operations may be adversely affected. Furthermore, if Internet access fees or other charges to Internet users increase, our and the VIE Group’s user traffic may decline and our and the VIE Group’s business may be harmed.

If the prices we and the VIE Group pay for telecommunications and Internet services rise significantly, our and the VIE Group’s results of operations may be adversely affected. Furthermore, if Internet access fees or other charges to Internet users increase, our and the VIE Group’s user traffic may decline and our and the VIE Group’s business may be harmed.

We also are not aware of any employee’s complaint or demand for payment of the same, nor have we received any notification from labor arbitration tribunals or the PRC courts regarding disputes with respect to social welfare and housing provident fund contributions.

We also are not aware of any employee’s complaint or demand for payment of the same, nor have 59 we received any notification from labor arbitration tribunals or the PRC courts regarding disputes with respect to social welfare and housing provident fund contributions.

Furthermore, if PRC laws and regulations are issued that prohibit our and the VIE Group’s cooperation with our and the VIE Group’s institutional funding partners, our and the VIE Group’s cooperation with our and the VIE Group’s funding partners may have to be terminated or suspended, which may materially and adversely affect our and the VIE Group’s business, financial condition and results of operations.

Furthermore, if PRC laws and regulations are issued that prohibit our and the VIE Group’s cooperation with our and the VIE Group’s institutional funding partners, our and the VIE Group’s cooperation with our and the VIE 28 Group’s funding partners may have to be terminated or suspended, which may materially and adversely affect our and the VIE Group’s business, financial condition and results of operations.

To conduct this evaluation, we and the VIE Group utilize our and the VIE Group’s proprietary and open credit assessment model, which is built based on massive data collected through various channels and strengthened by our and the VIE Group’s sophisticated artificial intelligence and advanced machine learning techniques.

To conduct this evaluation, we and the VIE Group utilize our and the VIE Group’s proprietary and open credit assessment model, which is built based on data collected through various channels and strengthened by our and the VIE Group’s sophisticated artificial intelligence and advanced machine learning techniques.

In the 41 event that these administrative and legal proceedings are resolved adversely to us, we may be prohibited from using such trademarks and subject to fines and other legal or administrative sanctions, and our business, financial condition and results of operations may be materially and adversely affected.

In the event that these administrative and legal proceedings are resolved adversely to us, we may be prohibited from using such trademarks and subject to fines and other legal or administrative sanctions, and our business, financial condition and results of operations may be materially and adversely affected.

As a result, our business and results of operations may be materially and adversely affected. We and the VIE Group may be held liable for information or content displayed on, retrieved from or linked to our and the VIE Group’s mobile applications, which may materially and adversely affect our and the VIE Group’s business and operating results.

As a result, our business and results of operations may be materially and adversely affected. 42 We and the VIE Group may be held liable for information or content displayed on, retrieved from or linked to our and the VIE Group’s mobile applications, which may materially and adversely affect our and the VIE Group’s business and operating results.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures and five supporting guidelines, which became effective on March 31, 2023. The Trial Administrative Measures lay out filing procedures for PRC domestic enterprises to file their 49 initial public offerings and follow-on overseas offerings with the CSRC.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures and five supporting guidelines, which became effective on March 31, 2023. The Trial Administrative Measures lay out filing procedures for PRC domestic enterprises to file their initial public offerings and follow-on overseas offerings with the CSRC.

Moreover, developments in the online consumer finance industry may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, 55 regulations and policies that may limit or restrict online consumer finance platform like us, which could materially and adversely affect our business and operations.

Moreover, developments in the online consumer finance industry may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies that may limit or restrict online consumer finance platform like us, which could materially and adversely affect our business and operations.

Holders of our ordinary shares are not subject to this discretionary proxy. 65 Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement and the deposit agreement may be amended or terminated without your consent.

Holders of our ordinary shares are not subject to this discretionary proxy. Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement and the deposit agreement may be amended or terminated without your consent.

All of these would have a material adverse effect on our results of operations and financial condition in the near terms. Additionally, if the outbreak persists or escalates, we may be subject to further negative impact on our business operations and financial condition.

All of these would 36 have a material adverse effect on our results of operations and financial condition in the near terms. Additionally, if the outbreak persists or escalates, we may be subject to further negative impact on our business operations and financial condition.

If the Contractual Arrangements that establish the structure for operating our and the consolidated VIE’s business in the PRC are found to be in violation of any existing or any PRC laws or regulations in the future, or the PRC government finds that we, or the consolidated VIE fails to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the MIIT, MOFCOM and STA, would have broad discretion in dealing with such violations, including: revoking the business and operating licenses; discontinuing or restricting the operations; imposing fines or confiscating any of the income from us and the consolidated VIE that they deem to have been obtained through illegal operations; requiring us to restructure our and the consolidated VIE’s operations in such a way as to compel us to establish new entities, re-apply for the necessary licenses or relocate our and the consolidated VIE’s business, staff and assets; imposing additional conditions or requirements with which we and the consolidated VIE may not be able to comply; restricting or prohibiting the use of proceeds from the initial public offering or other financing activities to finance our and the consolidated VIE’s business and operations in the PRC; or taking other regulatory or enforcement actions that could be harmful to our and the consolidated VIE’s business.

If the Contractual Arrangements that establish the structure for operating our and the consolidated VIE’s business in the PRC are found to be in violation of any existing or any PRC laws or regulations in the future, or the PRC government finds that we, or the consolidated VIE fails to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities, including the MIIT, MOFCOM and SAT, would have discretion in dealing with such violations, including: revoking the business and operating licenses; discontinuing or restricting the operations; imposing fines or confiscating any of the income from us and the consolidated VIE that they deem to have been obtained through illegal operations; requiring us to restructure our and the consolidated VIE’s operations in such a way as to compel us to establish new entities, re-apply for the necessary licenses or relocate our and the consolidated VIE’s business, staff and assets; imposing additional conditions or requirements with which we and the consolidated VIE may not be able to comply; restricting or prohibiting the use of proceeds from the initial public offering or other financing activities to finance our and the consolidated VIE’s business and operations in the PRC; or taking other regulatory or enforcement actions that could be harmful to our and the consolidated VIE’s business.

After our PRC subsidiaries and the consolidated VIE have generated retained earnings and met the requirements for appropriation to the statutory reserves and until such reserves reach 50% of its registered capital, respectively, our PRC subsidiaries and the consolidated 10 VIE can distribute dividends upon approval of the shareholders.

After our PRC subsidiaries and the consolidated VIE have generated retained earnings and met the requirements for appropriation to the statutory reserves and until such reserves reach 50% of its registered capital, respectively, our PRC subsidiaries and the consolidated VIE can distribute dividends upon approval of the shareholders.

They will then review the applications and conduct risk controls themselves. 22 However, we and the VIE Group cannot rule out the possibility that government authorities could consider our and the VIE Group’s services to be in violation of Circular 141.

They will then review the applications and conduct risk controls themselves. However, we and the VIE Group cannot rule out the possibility that government authorities could consider our and the VIE Group’s services to be in violation of Circular 141.

Meanwhile, under the Personal Information Security Specification, the data controller must provide the purpose of collecting and using personal information, as well as the business functions of such purpose, and the Personal Information Security Specification requires the data controller to distinguish its core function from additional functions to ensure the data controller will only collect personal information as needed.

Meanwhile, under the Personal Information Security Specification, the data controller must provide the purpose of collecting and using personal information, as well as the business 38 functions of such purpose, and the Personal Information Security Specification requires the data controller to distinguish its core function from additional functions to ensure the data controller will only collect personal information as needed.

As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

As a result, our business, financial condition, results of operations and 40 prospects, as well as the trading price of our ADSs, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

… 315 more changes not shown on this page.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

130 edited+40 added−16 removed288 unchanged

2022 filing

2023 filing

Biggest changeCircular 141 sets forth several general principles with respect to the regulation of “cash loan” business, including: (i) no organization or individual may conduct the “cash loan” lending business without obtaining relevant approval; (ii) the aggregated borrowing costs of borrowers charged by institutions in the form of interest and various fees should be annualized and subject to the limit on interest rate of private lending provided by the judicial department; (iii) institutions engaged in cash, among others, loan business must follow the “know-your-customer” process and prudentially assess and determine the borrower’s suitability, credit limit and cooling-off period, etc.; and (iv) all institutions engaged in cash, among others, loan business must enhance their internal risk control and prudentially use the “data-driven” risk management models. 81 The Circular 141 also sets forth several requirements on banking financial institutions participating in “cash loan” business, including, among other things, (i) such banking financial institutions shall not extend loans jointly with any third-party institution which has not obtained approvals for the lending business, or fund such institution for the purpose of extending loans in any form; (ii) with respect to the loan business conducted in cooperation with third-party institutions, such banking financial institutions shall not outsource the core business (including the credit assessment and risk control), and shall not accept any credit enhancement service whether or not in a disguised form (including the commitment to taking default risks) provided by any third-party institutions with no guarantee qualification and (iii) such banking financial institutions must require and ensure that the third-party institutions shall not collect any interests or fees from the borrowers.

The CAC may voluntarily conduct cyber security review if any network products and services, activities of data process or listing of companies overseas affects or may affect national security. The Administrative Provisions for Text Message and Voice Call Service (Draft) were published to solicit public comments on August 31, 2020.

The CAC may voluntarily conduct cyber security review if any network products and services, activities of data process or listing of companies overseas affects or may affect national security. The Administrative Provisions for Text Message and Voice Call Service (Draft for Comments) were published to solicit public comments on August 31, 2020.

Risk Factors—Risks Relating to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds of our initial public offering and any further offerings to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” On January 26, 2017, the SAFE issued the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits.

Risk Factors—Risks Relating to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental administration of currency conversion may delay or prevent us from using the proceeds of our initial public offering and any further offerings to make loans to or make additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” On January 26, 2017, the SAFE issued the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits.

Key requirements include: data processors should be in compliance with the requirements of multi-level cybersecurity protection, strengthen the data processing system, data transmission network, data storage environment and other security protection, processing of important data systems in principle should meet the third level or above of multi-level cybersecurity protection and critical information infrastructure security protection requirements; data processors should establish a data security emergency response mechanism, and promptly start the emergency response mechanism in the event of a data security incident; the detailed rules for data processors to apply when providing personal information to third parties, or sharing, trading or entrusting important data to third parties; the scenarios of cybersecurity review; the definitions of important data and operators’ security protection obligations; the detailed rules on cross-border data transfer; data processors processing personal information of more than one million people shall also comply with the regulations for processing of important data; data processors dealing with important data or listing overseas (including Hong Kong) should carry out an annual data security assessment by themselves or by entrusting data security service agencies, and each year before January 31, data security assessment report for the previous year shall be submitted to the districted city level cyberspace administration department.

Key requirements include: data processors should be in compliance with the requirements of multi-level cybersecurity protection, strengthen the data processing system, data transmission network, data storage environment and other security protection, processing of important data systems in principle should meet the third level or above of multi-level cybersecurity protection and critical information infrastructure security protection requirements; data processors should establish a data security emergency response mechanism, and promptly start the emergency response mechanism in the event of a data security incident; the detailed rules for data processors to apply when providing personal information to third parties, or sharing, trading or entrusting important data to third parties; the scenarios of cybersecurity review; the definitions of important data and operators’ security protection obligations; the detailed rules on cross-border data transfer; data processors processing personal information of more than one million people shall also comply with the regulations for processing of important data; data processors dealing with important data or listing 90 overseas (including Hong Kong) should carry out an annual data security assessment by themselves or by entrusting data security service agencies, and each year before January 31, data security assessment report for the previous year shall be submitted to the districted city level cyberspace administration department.

In addition, on July 12, 2022, the CBIRC issued the Notice on Strengthening Management of Online Lending Business of Commercial Banks and Improving the Quality and Efficiency of Financial Services, which stipulates that (i) if commercial banks engage 83 in online lending business through cooperating with other institutions to obtain customers, conduct payment and settlement services, they shall strengthen the management of core risk control and shall not reduce risk control standards due to business cooperation; (ii) if commercial banks cooperate with an institution providing personal information process services, they shall effectively and properly carry out security assessment on the cooperative institution, including but not limited to the compliance system for protection of personal information, supervision mechanism, information processing standards and safety and security measures; (iii) commercial banks shall regulate its cooperation in online lending business with third-party institutions, signing cooperation agreements and clarifying the rights and responsibilities of each party for co-financing, IT cooperation and other businesses by category and shall not mix other services in the loan agreement or the capital contribution agreement.

In addition, on July 12, 2022, the CBIRC issued the Notice on Strengthening Management of Online Lending Business of Commercial Banks and Improving the Quality and Efficiency of Financial Services, which stipulates that (i) if commercial banks engage in online lending business through cooperating with other institutions to obtain customers, conduct payment and settlement services, they shall strengthen the management of core risk control and shall not reduce risk control standards due to business cooperation; (ii) if commercial banks cooperate with an institution providing personal information process services, they shall effectively and properly carry out security assessment on the cooperative institution, including but not limited to the compliance system for protection of personal information, supervision mechanism, information processing standards and safety and security measures; (iii) commercial banks shall regulate its cooperation in online lending business with third-party institutions, signing cooperation agreements and clarifying the rights and responsibilities of each party for co-financing, IT cooperation and other businesses by category and shall not mix other services in the loan agreement or the capital contribution agreement.

In addition, it sets forth several requirements on the banking financial institutions participating in internet consumer loans for college students, including without limitation: (i) the banking financial institutions and its cooperative institution shall not conduct online precision marketing aimed at college students, and shall complete necessary filings and reports with relevant authorities before offline promotion in campus; (ii) the banking financial institutions shall strictly check credit qualifications and the identities of college students and their use of loans, conduct comprehensive credit assessment, and receive the written confirm from the second repayment sources (such as parents, guardians, or other administrator of the college students) that they agree such internet consumer loan provided to such college student and they will guarantee the repayment of such internet consumer loan; and (iii) all credit information of internet consumer loan for college students shall be submitted to the financial credit information database in a timely, complete and accurate manner, and college students who do not agree to submit such credit information shall not be extended the loan.

In addition, it sets forth several requirements on the banking financial institutions participating in internet consumer loans for college students, including without limitation: (i) the banking financial institutions and its cooperative institution shall not conduct online precision marketing aimed at college students, and shall complete necessary filings and reports with relevant authorities before offline promotion in campus; (ii) the banking financial institutions shall strictly check credit qualifications and the identities of college students and their use of loans, conduct comprehensive credit assessment, and receive the written confirm from the second repayment sources (such as parents, guardians, or other administrator of the college students) that they agree such internet consumer loan provided to such college student and they will guarantee the repayment of such internet consumer loan; and (iii) all credit information of internet consumer 82 loan for college students shall be submitted to the financial credit information database in a timely, complete and accurate manner, and college students who do not agree to submit such credit information shall not be extended the loan.

The draft measures reiterate that data processors which process the personal information of at least one million users must apply for a cybersecurity review if they plan listing of companies in foreign countries, and the draft 90 measures further require the data processors that carry out the following activities to apply for cybersecurity review in accordance with the relevant laws and regulations: (i) the merger, reorganization or division of internet platform operators that have gathered a large number of data resources related to national security, economic development and public interests affects or may affect national security; (ii) other data processing activities that affect or may affect national security.

The draft measures reiterate that data processors which process the personal information of at least one million users must apply for a cybersecurity review if they plan listing of companies in foreign countries, and the draft measures further require the data processors that carry out the following activities to apply for cybersecurity review in accordance with the relevant laws and regulations: (i) the merger, reorganization or division of internet platform operators that have gathered a large number of data resources related to national security, economic development and public interests affects or may affect national security; (ii) other data processing activities that affect or may affect national security.

Local Financial Organizations refer to the establishment of microfinance companies, financial guarantee companies, regional equity markets, financial leasing companies, commercial factoring companies, local asset management companies and other institutions engaged in local financial business; (ii) Local Financial Organizations should serve the local, in principle, and shall not carry out business across the provinces; (iii) The financial management department of the State Council and local financial supervision and management departments should strengthen the monitoring, identification and disposal of illegal financial activities; (iv) Local Financial Organizations established before the implementation of the Draft Regulations on Local Financial Supervision and Management, shall meet the prescribed conditions within the period specified by the local financial supervision and management departments.

Local Financial Organizations refer to the establishment of microfinance companies, financing guarantee companies, regional equity markets, financial leasing companies, commercial factoring companies, local asset management companies and other institutions engaged in local financial business; (ii) Local Financial Organizations should serve the local, in principle, and shall not carry out business across the provinces; (iii) The financial management department of the State Council and local financial supervision and management departments should strengthen the monitoring, identification and disposal of illegal financial activities; (iv) Local Financial Organizations established before the implementation of the Draft Regulations on Local Financial Supervision and Management, shall meet the prescribed conditions within the period specified by the local financial supervision and management departments.

Under the APP Provisions, the APP information service providers shall satisfy relevant qualifications required by laws and regulations, strictly fulfill their responsibilities of information security management, and perform the following duties: (i) verify identities with the registered users through mobile phone numbers etc.; (ii) establish a mechanism for examining the content of the information; (iii) obtain an internet news and information services license or other administrative licenses for information services.

Under the APP Provisions, the APP information service providers shall satisfy relevant qualifications required by laws and regulations, strictly fulfill their responsibilities of information security management, and perform the following duties: (i) verify 88 identities with the registered users through mobile phone numbers etc.; (ii) establish a mechanism for examining the content of the information; (iii) obtain an internet news and information services license or other administrative licenses for information services.

We and the VIE Group also incorporate the transaction process into the anti-fraud module as different means of verification are adopted according to the risk level of the borrowers. 78 • Scorecard Module After a prospective borrower has passed the fraud detection module, we and the VIE Group initiate a credit review using our and the VIE Group’s proprietary scorecard module to generate a score for the prospective borrower, which ultimately drives the decision on whether to extend credit and the amount to be extended.

We and the VIE Group also incorporate the transaction process into the anti-fraud module as different means of verification are adopted according to the risk level of the borrowers. • Scorecard Module After a prospective borrower has passed the fraud detection module, we and the VIE Group initiate a credit review using our and the VIE Group’s proprietary scorecard module to generate a score for the prospective borrower, which ultimately drives the decision on whether to extend credit and the amount to be extended.

In addition, PRC domestic enterprises are required to report detailed information of material events after the completion of overseas offering and listing within three business days after the relevant events occur and are announced, including (i) change of control right; (ii) investigation, penalties or other measures imposed by overseas securities regulatory authorities or competent departments; (iii) change of listing status or listing board; and (iv) voluntary termination of listing or compulsory termination of listing.

In addition, PRC domestic enterprises are required to report detailed information of material events after the 93 completion of overseas offering and listing within three business days after the relevant events occur and are announced, including (i) change of control right; (ii) investigation, penalties or other measures imposed by overseas securities regulatory authorities or competent departments; (iii) change of listing status or listing board; and (iv) voluntary termination of listing or compulsory termination of listing.

Risk 95 Factors—Risks Relating to Doing Business in China—Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees’ salaries as required by PRC regulations may subject us to penalties.” We and the VIE Group have recorded accruals for the estimated underpaid amounts in our and the VIE Group’s financial statements.

Risk Factors—Risks Relating to Doing Business in China—Failure to make adequate contributions to various employee benefit plans and withhold individual income tax on employees’ salaries as required by PRC regulations may subject us to penalties.” We and the VIE Group have recorded accruals for the estimated underpaid amounts in our and the VIE Group’s financial statements.

We believe that these low-to mid- income populations is currently underserved by local financial systems similar to the financial market situation in China and our credit assessment and risk management system can be readily deployed in these countries. The technical expertise and operational experience we have accumulated in China continues to support the growth of our overseas business.

We believe that these low-to mid- income populations is currently underserved by local financial systems similar to the financial market situation in China and our credit assessment and risk management system can be readily deployed in these countries. 79 The technical expertise and operational experience we have accumulated in China continues to support the growth of our overseas business.

In September 2019, we disposed of Shanghai Caiyin, a consolidated affiliated entity. On September 16, 2019, Shanghai Wuxingjia a consolidated affiliated entity of our Company, entered into an agreement with Shenzhen Rongxinbao Non-Financial Guarantee Co., Ltd. (“Shenzhen Rongxinbao”), an independent third-party guarantee company, and Shanghai Jiayin Finance Services Co., Ltd. (“Shanghai Jiayin”), a company controlled by Mr.

In September 2019, we disposed of Shanghai Caiyin, a consolidated affiliated entity. On September 16, 2019, Shanghai Wuxingjia a consolidated affiliated entity of our Company, entered into an agreement with Shenzhen Rongxinbao Non-Financial Guarantee Co., Ltd. (“Shenzhen Rongxinbao”), an independent third-party financing guarantee company, and Shanghai Jiayin Finance Services Co., Ltd. (“Shanghai Jiayin”), a company controlled by Mr.

In addition to the identity card, applicants are required to provide basic personal information, including educational level, marital status, occupation, address and bank account information for our and the VIE Group’s credit assessment. Applicants also authorize us to collect data from third parties for purposes of credit assessment.

In addition to the identity card, applicants are required to provide basic personal information, including educational level, marital status, occupation, address and bank account information for our and the VIE Group’s credit assessment. Applicants also authorize us 76 to collect data from third parties for purposes of credit assessment.

We and the VIE Group also achieved important milestones in the areas of human-computer interaction, OCR and facial recognition, which have been utilized in our and the VIE Group’s risk management system and enabled us to build up a secured and stable platform. 80 • Highly automated process.

The APP Provisions 88 also set out the requirements for application distribution platforms, which include, among others, (i) filing the required information with the local network information administration authority within 30 days from the time the platform has become operational; and (ii) establishing classification management systems.

The APP Provisions also set out the requirements for application distribution platforms, which include, among others, (i) filing the required information with the local network information administration authority within 30 days from the time the platform has become operational; and (ii) establishing classification management systems.

The Ministry of Public Security issued the Guiding Opinions on Implementing the Network Security Level Protection System and Critical Information Infrastructure Security Protection System on July 22, 2020 , which stipulate that internet operators shall cooperate with public security authorities to crack down on illegal and criminal online activities.

The Ministry of Public Security issued the Guiding Opinions on Implementing the Network Security Level Protection System and Critical Information Infrastructure Security Protection System on July 22, 2020, which stipulate that internet operators shall cooperate 89 with public security authorities to crack down on illegal and criminal online activities.

However, according to SAT Circular 81 and SAT Circular 35, if the relevant tax authorities consider the transactions or arrangements we and the VIE Group have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

However, according to SAT Circular 81 and SAT Circular 96 35, if the relevant tax authorities consider the transactions or arrangements we and the VIE Group have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

After our PRC subsidiaries and the consolidated VIE have generated retained earnings and met the requirements for appropriation to the statutory reserves and until such reserves reach 50% of its registered capital, respectively, our PRC subsidiaries and the consolidated VIE can distribute dividends upon approval of the shareholders.

After our PRC 95 subsidiaries and the consolidated VIE have generated retained earnings and met the requirements for appropriation to the statutory reserves and until such reserves reach 50% of its registered capital, respectively, our PRC subsidiaries and the consolidated VIE can distribute dividends upon approval of the shareholders.

We and the VIE Group continuously optimize these models and strengthen our risk management capability. • Authentication Module The authentication module is a personal information authentication system that verifies and authenticates the identity of the applicant through the information provided by the applicant and third parties.

We and the VIE Group continuously optimize these models and strengthen our risk management capability. 77 • Authentication Module The authentication module is a personal information authentication system that verifies and authenticates the identity of the applicant through the information provided by the applicant and third parties.

In the event of online crimes, material cyber security threats and incidents, the internet operators shall promptly report to and provide necessary assistance to the public security authorities. 89 The PRC Data Security Law became effective on September 1, 2021.

In the event of online crimes, material cyber security threats and incidents, the internet operators shall promptly report to and provide necessary assistance to the public security authorities. The PRC Data Security Law became effective on September 1, 2021.

Entities or individuals conducting business in the service industry in the PRC are required to pay a valued-added tax, or VAT, at a rate of 6% with respect to revenues derived from the provision of online information services.

Entities or individuals conducting business in the service industry in the PRC are required to pay a valued-added tax, or VAT, at a rate of 6% or 3% with respect to revenues derived from the provision of online information services.

It also stipulates the obligations of a personal information processor. The Personal Information 91 Protection Law provides that a personal information processor could process publicly disclosed information within the reasonable scope in accordance therewith on the basis of the six circumstances already specified thereunder.

It also stipulates the obligations of a personal information processor. The Personal Information Protection Law provides that a personal information processor could process publicly disclosed information within the reasonable scope in accordance therewith on the basis of the six circumstances already specified thereunder.

Contractual Arrangements among Shanghai Kunjia, Jiayin Finance and the Shareholders of Jiayin Finance Due to PRC legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include the operations of Internet content providers, or ICPs, we, similar to all other entities with foreign incorporated holding company structures operating in our industry in China, currently conduct these activities mainly through Jiayin Finance and its subsidiaries over which we exercise effective control through Contractual Arrangements among Shanghai Kunjia, Jiayin Finance and its shareholders.

Contractual Arrangements among Shanghai Kunjia, Jiayin Technology and the Shareholders of Jiayin Technology Due to PRC legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include the operations of Internet content providers, or ICPs, we, similar to all other entities with foreign incorporated holding company structures operating in our industry in China, currently conduct these activities mainly through Jiayin Technology and its subsidiaries over which we exercise effective control through Contractual Arrangements among Shanghai Kunjia, Jiayin Technology and its shareholders.

We and the VIE Group believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans. 101 ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.

We and the VIE Group believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.

If the PRC government finds such agreements non-compliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our beneficial interest in Jiayin Finance or forfeit our rights under the contractual arrangements; • The PRC government has significant authority to exert influence on the China operations of an offshore holding company, such as us.

If the PRC government finds such agreements non-compliant with relevant PRC laws, regulations, and rules, or if these laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our beneficial interest in Jiayin Technology or forfeit our rights under the contractual arrangements; • The PRC government has significant authority to exert influence on the China operations of an offshore holding company, such as us.

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to such agreements that establish the VIE structure for the majority of our and the consolidated VIE’s operations in China, including potential future actions by the PRC government, which could affect the enforceability of our contractual arrangements with Jiayin Finance and, consequently, significantly affect the financial condition and results of operations of Jiayin Group Inc.

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules relating to such agreements that establish the VIE structure for the majority of our and the consolidated VIE’s operations in China, including potential future actions by the PRC government, which could affect the enforceability of our contractual arrangements with Jiayin Technology and, consequently, significantly affect the financial condition and results of operations of Jiayin Group Inc.

Pursuant to the exclusive call option agreements among Shanghai Kunjia, Jiayin Finance and shareholders of Jiayin Finance, Jiayin Finance and each of their shareholders have irrevocably granted Shanghai Kunjia an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion at any time, to the extent permitted under PRC law, all or part of such shareholder’s equity interests in the applicable, or all or part of the assets, of Jiayin Finance for RMB1, or the minimum purchase price as permitted by PRC laws.

Pursuant to the exclusive call option agreements among Shanghai Kunjia, Jiayin Technology and shareholders of Jiayin Technology, Jiayin Technology and each of their shareholders have irrevocably granted Shanghai Kunjia an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion at any time, to the extent permitted under PRC law, all or part of such shareholder’s equity interests in the applicable, or all or part of the assets, of Jiayin Technology for RMB1, or the minimum purchase price as permitted by PRC laws.

On December 29, 2020, the Supreme People’s Court also issued the Reply Regarding the Scope of Application of the New Private Lending Judicial Interpretation , which provides that the two amendments are not applicable to disputes arising from the relevant financial business of microcredit companies, financing guarantee companies, and five other types of local financial organizations which are regulated by local financial authorities. 84 Furthermore, under Circular 141, the overall borrowing costs charged to borrowers should be calculated by loan interest together with all relevant fees and presented in an annualized form, which shall comply with above provisions on private lending.

On December 29, 2020, the Supreme People’s Court also issued the Reply Regarding the Scope of Application of the New Private Lending Judicial Interpretation , which provides that the two amendments are not applicable to disputes arising from the relevant financial business of micro-credit companies, financing guarantee companies, and five other types of local financial organizations which are regulated by local financial authorities. 84 Furthermore, under Circular 141, the overall borrowing costs charged to borrowers should be calculated by loan interest together with all relevant fees and presented in an annualized form, which shall comply with above provisions on private lending.

In addition, rules and regulations in China can change quickly with little advance notice, therefore, our assertions and beliefs of the risks imposed by the Chinese legal and regulatory system cannot be certain; • We rely on Contractual Arrangements with Jiayin Finance and shareholders of Jiayin Finance for a significant portion of our business operations, which may not be as effective as direct ownership in providing operational control, and these contractual arrangements have not been tested in a court of law; and • Any failure by Jiayin Finance or shareholders of Jiayin Finance to perform their obligations under our Contractual Arrangements with them would have a material adverse effect on our business.

In addition, rules and regulations in China can change quickly with little advance notice, therefore, our assertions and beliefs of the risks imposed by the Chinese legal and regulatory system cannot be certain; • We on Contractual Arrangements with Jiayin Technology and shareholders of Jiayin Technology for a significant portion of our business operations, which may not be as effective as direct ownership in providing operational control, and these contractual arrangements have not been tested in a court of law; and • Any failure by Jiayin Technology or shareholders of Jiayin Technology to perform their obligations under our Contractual Arrangements with them would have a material adverse effect on our business.

We and the VIE Group generally reject borrowers with a credit score lower than 0, who we and the VIE Group believe have low repayment willingness or capability.

We and the VIE Group generally reject borrowers with a credit score lower than 0, who we and the VIE Group believe have low repayment 78 willingness or capability.

Unless Shanghai Kunjia terminates this agreement in advance or otherwise required by law, this agreement will remain effective for ten years and automatically extend for another ten years upon any expiration date. Jiayin Finance may not terminate this agreement unilaterally. Agreement that provides us with the option to purchase the equity interests in Jiayin Finance Exclusive Call Option Agreement.

Unless Shanghai Kunjia terminates this agreement in advance or otherwise required by law, this agreement will remain effective for ten years and automatically extend for another ten years upon any expiration date. Jiayin Technology may not terminate this agreement unilaterally. Agreement that provides us with the option to purchase the equity interests in Jiayin Technology Exclusive Call Option Agreement.

On April 1, 2021, our wholly consolidated VIE, Jiayin Finance, entered into a framework acquisition agreement with Shanghai Bweenet and its shareholders, pursuant to which, Jiayin Finance agreed, subject to certain conditions, to subscribe for certain equity interests of Shanghai Bweenet and acquire certain equity interests held by current shareholders of Shanghai Bweenet, for an aggregate consideration of RMB95.0 million.

On April 1, 2021, our wholly consolidated VIE, Jiayin Technology, entered into a framework acquisition agreement with Shanghai Bweenet and its shareholders, pursuant to which, Jiayin Technology agreed, subject to certain conditions, to subscribe for certain equity interests of Shanghai Bweenet and acquire certain equity interests held by current shareholders of Shanghai Bweenet, for an aggregate consideration of RMB95.0 million.

Pursuant to the power of attorney issued by Jiayin Finance and its shareholders, each shareholder of Jiayin Finance, has irrevocably appointed the board of directors of Shanghai Kunjia to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including the right to attend and vote on shareholder’s meetings and appoint legal representatives, directors, supervisors and executive officers.

Pursuant to the power of attorney issued by Jiayin Technology and its shareholders, each shareholder of Jiayin Technology, has irrevocably appointed the board of directors of Shanghai Kunjia to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including the right to attend and vote on shareholder’s meetings and appoint legal representatives, directors, supervisors and executive officers.

Without Shanghai Kunjia’s prior written consent, Jiayin Finance and its shareholders have agreed that they shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans or guarantees and etc.

Without Shanghai Kunjia’s prior written consent, Jiayin Technology and its shareholders have agreed that they shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans or guarantees and etc.

Jiayin Finance and its shareholders undertake to appoint persons designated by Shanghai Kunjia as directors of Jiayin Finance. Unless Shanghai Kunjia terminates this agreement in advance or otherwise required by law, this agreement will remain effective for ten years and automatically extend for another ten years upon any expiration date. Jiayin Finance may not terminate this agreement unilaterally. D.

Jiayin Technology and its shareholders undertake to appoint persons designated by Shanghai Kunjia as directors of Jiayin Technology. Unless Shanghai Kunjia terminates this agreement in advance or otherwise required by law, this agreement will remain effective for ten years and automatically extend for another ten years upon any expiration date. Jiayin Technology may not terminate this agreement unilaterally. D.

At the same time, Shanghai Kunjia entered into a series of contractual arrangements with Jiayin Finance and its shareholders, among which several agreements were terminated and simultaneously replaced by a series of contractual arrangements with substantially same terms in October 2018 for the purpose of registering pledges of equity interest in Jiayin Finance with the government authority.

At the same time, Shanghai Kunjia entered into a series of contractual arrangements with Jiayin Technology and its shareholders, among which several agreements were terminated and simultaneously replaced by a series of contractual arrangements with substantially same terms in October 2018 for the purpose of registering pledges of equity interest in Jiayin Technology with the government authority.

Jinmushuihuotu Investment is established in connection with the share incentive plan of Jiayin Finance. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans—2019 Share Incentive Plan.” The general partner of Jinmushuihuotu Investment is Shanghai Jinmushuihuotu Marketing and Planning Co., Ltd., or Jinmushuihuotu Marketing, which is controlled by Mr. Dinggui Yan.

Jinmushuihuotu Investment is established in connection with the share incentive plan of Jiayin Technology. See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans—2019 Share Incentive Plan.” The general partner of Jinmushuihuotu Investment is Shanghai Jinmushuihuotu Marketing and Planning Co., Ltd., or Jinmushuihuotu Marketing, which is controlled by Mr. Dinggui Yan.

Risks Relating to the Consolidated VIE and China Operations We are subject to risks and uncertainties relating to our corporate structure, including, but not limited to, the following: • Jiayin Group Inc. is a Cayman Islands holding company primarily operating in China through its subsidiaries and contractual arrangements with Jiayin Finance.

(2) Jiayin Finance is owned as to 58% by Mr. Dinggui Yan, our founder, director and chief executive officer, 27% by Shanghai Jinmushuihuotu Investment Center (Limited Partnership), or Jinmushuihuotu Investment, 12% by Mr. Guanglin Zhang, and 3% by Mr. Yuanle Wu, who both are employees of our company.

(2) Jiayin Technology is owned as to 58% by Mr. Dinggui Yan, our founder, director and chief executive officer, 27% by Shanghai Jinmushuihuotu Investment Center (Limited Partnership), or Jinmushuihuotu Investment, 12% by Mr. Guanglin Zhang, and 3% by Mr. Yuanle Wu, who both are employees of our company.

In the event of significant decrease in value of the equity interest of Jiayin Finance, in addition to the foregoing remedies, Shanghai Kunjia is also entitled to entrust notary with the proceeds from such auction or sale, or requiring the shareholders, as pledgor, to provide other forms of security acceptable to Shanghai Kunjia.

In the event of significant decrease in value of the equity interest of Jiayin Technology, in addition to the foregoing remedies, Shanghai Kunjia is also entitled to entrust notary with the proceeds from such auction or sale, or requiring the shareholders, as pledgor, to provide other forms of security acceptable to Shanghai Kunjia.

It is also agreed that any subscription of additional registered capital of Jiayin Finance or any equity interests transferred among those shareholders will automatically be subject to this agreement and the shareholders will be obligated to register pledge of such equity interest in ten business days.

It is also agreed that any subscription of additional registered capital of Jiayin Technology or any equity interests transferred among those shareholders will automatically be subject to this agreement and the shareholders will be obligated to register pledge of such equity interest in ten business days.

Jiayin Finance was delisted from NEEQ in April 2018. In June 2018, we incorporated Shanghai Kunjia Technology Co., Ltd., or Shanghai Kunjia, as a wholly-foreign owned entity in China. As a result of the restructuring in 2018, we hold equity interest in Shanghai Kunjia through our current offshore structure.

Jiayin Technology was delisted from NEEQ in April 2018. 72 In June 2018, we incorporated Shanghai Kunjia Technology Co., Ltd., or Shanghai Kunjia, as a wholly-foreign owned entity in China. As a result of the restructuring in 2018, we hold equity interest in Shanghai Kunjia through our current offshore structure.

In the event of such breaches, Shanghai Kunjia’s rights include forcing the auction or sale of all or part of the pledged equity interests of Jiayin Finance and receiving proceeds from such auction or sale in accordance with PRC law to the extent the rights of Shanghai Kunjia under the Contractual Arrangements are satisfied.

In the event of such breaches, Shanghai Kunjia’s rights include forcing the auction or sale of all or part of the pledged equity interests of Jiayin Technology and receiving proceeds from such auction or sale in accordance with PRC law to the extent the rights of Shanghai Kunjia under the Contractual Arrangements are satisfied.

We have registered pledges of equity interest in Jiayin Finance with the relevant office of the administration for industry and commerce in accordance with the PRC Property Rights L aw. Agreement that allows us to receive economic benefits from Jiayin Finance Exclusive Consultation and Service Agreement.

We have registered pledges of equity interest in Jiayin Technology with the relevant office of the administration for industry and commerce in accordance with the PRC Property Rights L aw. Agreement that allows us to receive economic benefits from Jiayin Technology Exclusive Consultation and Service Agreement.

The Contractual Arrangements allow us to: • exercise effective control over Jiayin Finance • receive substantially all of the economic benefits of Jiayin Finance; and • have an exclusive call option to purchase all or part of the equity interests in and/or assets of Jiayin Finance when and to the extent permitted by laws.

The Contractual Arrangements allow us to: • exercise effective control over Jiayin Technology • receive substantially all of the economic benefits of Jiayin Technology ; and • have an exclusive call option to purchase all or part of the equity interests in and/or assets of Jiayin Technology when and to the extent permitted by laws.

Risk Factors—Risks Relating to Our Business and Industry—Changes in PRC regulations relating to interest rates for marketplace and microcredit lending could have a material adverse effect on our and the VIE Group’s business.” On July 20, 2020, the Supreme People’s Court and the NDRC jointly released the Opinions on Providing Judicial Services and Safeguards for Accelerating the Improvement of the Socialist Market Economic System for the New Era .

Risk Factors—Risks Relating to Our Business and Industry—Changes in PRC regulations relating to interest rates for marketplace and micro-credit lending could have a material adverse effect on our and the VIE Group’s business.” On July 20, 2020, the Supreme People’s Court and the NDRC jointly released the Opinions on Providing Judicial Services and Safeguards for Accelerating the Improvement of the Socialist Market Economic System for the New Era .

For further details on the regulatory, liquidity, and enforcement risks relating to our corporate structure and the fact that we conduct substantially all of our operations in China, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure” 99 and “Item 3. Key Information—D.

As a result of these contractual arrangements, or the Contractual Arrangements, we are the primary beneficiary of Jiayin Finance and its subsidiaries for accounting purposes, and, therefore, have consolidated the financial results of Jiayin Finance and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

As a result of these contractual arrangements, or the Contractual Arrangements, we are the primary beneficiary of Jiayin Technology and its subsidiaries for accounting purposes, and, therefore, have consolidated the financial results of Jiayin Technology and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

Pursuant to the Exclusive Consultation and Service Agreement between Shanghai Kunjia and Jiayin Finance, Shanghai Kunjia has the exclusive right to provide Jiayin Finance with consulting and other services. Without Shanghai Kunjia’s prior written consent, Jiayin Finance may not accept any services subject to this agreement from any third party.

Pursuant to the Exclusive Consultation and Service Agreement between Shanghai Kunjia and Jiayin Technology, Shanghai Kunjia has the exclusive right to provide Jiayin Technology with consulting and other services. Without Shanghai Kunjia’s prior written consent, Jiayin Technology may not accept any services subject to this agreement from any third party.

As a result of these Contractual Arrangements, we are the primary beneficiary of Jiayin Finance and its subsidiaries for accounting purposes, and, therefore, have consolidated the financial results of Jiayin Finance and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

As a result of these Contractual Arrangements, we are the primary beneficiary of Jiayin Technology and its subsidiaries for accounting purposes, and, therefore, have consolidated the financial results of Jiayin Technology and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.

Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.” Under applicable PRC laws, payers of PRC-sourced income to non-PRC residents are generally obligated to withhold PRC income taxes from the payment.

See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China—We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.” Under applicable PRC laws, payers of PRC-sourced income to non-PRC residents are generally obligated to withhold PRC income taxes from the payment.

Each equity interest pledge will remain effective until the full performance of the contractual agreements, including the settlement of payment by Jiayin Finance and its shareholders and indemnification of any losses caused by Jiayin Finance, if applicable, and termination of such contractual agreements.

Each equity interest pledge will remain effective until the full performance of the contractual agreements, including the settlement of payment by Jiayin Technology and its shareholders and indemnification of any losses caused by Jiayin Technology, if applicable, and termination of such contractual agreements.

We and the VIE Group expect these institutional funding partners to provide stable funding to borrowers on our and the VIE Group’s platform, which will allow us to increase our and the VIE Group’s loan origination volume and generate more revenue.

We plan to further explore overseas markets, such as Indonesia, to expand our customer base. In the future, we plan to broaden our financing channels through partnerships with local banks and other financial institutions. With our risk management technologies and the localization capabilities, we will be able to deliver more accessible and convenient financial services to better serve our customers.

We plan to further explore overseas markets, to expand our customer base. In the future, we plan to broaden our financing channels through partnerships with local banks and other financial institutions. With our risk management technologies and the localization capabilities, we will be able to deliver more accessible and convenient financial services to better serve our customers.

The following is a summary of the currently effective Contractual Arrangements by and among Shanghai Kunjia, Jiayin Finance and the shareholders of the Jiayin Finance. Agreements that provide us with effective control over Jiayin Finance Power of Attorney.

The following is a summary of the currently effective Contractual Arrangements by and among Shanghai Kunjia, Jiayin Technology and the shareholders of the Jiayin Technology. Agreements that provide us with effective control over Jiayin Technology Power of Attorney.

Pursuant to the equity interest pledge agreements among Shanghai Kunjia, Jiayin Finance and each of the shareholders of Jiayin Finance, the shareholders of Jiayin Finance have pledged all of their equity interest in Jiayin Finance as a continuing first priority security interest, as applicable, to respectively guarantee Jiayin Finance’ performance of its obligations under 100 the relevant Contractual Arrangements, which include the exclusive consultation and service agreement, exclusive call option agreement and power of attorney agreement provided that the guaranteed obligation shall not exceed the expected market capitalization of Jiayin Finance, which is US$20 billion, multiplied by their respective shareholding percentage.

Pursuant to the equity interest pledge agreements among Shanghai Kunjia, Jiayin Technology and each of the shareholders of Jiayin Technology, the shareholders of Jiayin Technology have pledged all of their equity interest in Jiayin Technology as a continuing first priority security interest, as applicable, to respectively guarantee Jiayin Technology’ performance of its obligations under the relevant Contractual Arrangements, which include the exclusive consultation and service agreement, exclusive call option agreement and power of attorney agreement provided that the guaranteed obligation shall not exceed the expected market capitalization of Jiayin Technology, which is US$20 billion, multiplied by their respective shareholding percentage.

On December 29, 2021, Jiayin Finance entered into a share acquisition framework agreement with Shenzhen Rongxinbao, an independent third-party guarantee company, pursuant to which, Jiayin Finance agreed to transfer 95% equity interest of Shanghai Bweenet to Shenzhen Rongxinbao for an aggregate consideration of RMB93.3 million.

On December 29, 2021, Jiayin Technology entered into a share acquisition framework agreement with Shenzhen Rongxinbao, an independent third-party financing guarantee company, pursuant to which, Jiayin Technology agreed to transfer 95% equity interest of Shanghai Bweenet to Shenzhen Rongxinbao for an aggregate consideration of RMB93.3 million.

Furthermore, all activities of the board of directors of Shanghai Kunjia in connection with the equity interest of Jiayin Finance shall be considered activities of the shareholders of Jiayin Finance, including in the execution of the exclusive call option agreement.

Furthermore, all activities of the board of directors of Shanghai Kunjia in connection with the equity interest of Jiayin Technology shall be considered activities of the shareholders of Jiayin Technology, including in the execution of the exclusive call option agreement.

As a leading fintech platform, we and the VIE Group do not use our and the VIE Group’s own capital to invest in loans facilitated through our and the VIE Group’s platform in Mainland China.

As a leading technology platform, we and the VIE Group do not use our and the VIE Group’s own capital to invest in loans facilitated through our and the VIE Group’s platform in Mainland China.

Shareholders of Jiayin Finance promise to make all efforts to enable Shanghai Kunjia to exercise its option, including but not limited to resignation and granting options and right to earnings of Shanghai Kunjia.

Shareholders of Jiayin Technology promise to make all efforts to enable Shanghai Kunjia to exercise its option, including but not limited to resignation and granting options and right to earnings of Shanghai Kunjia.

We and the VIE Group build our and the VIE Group’s risk assessment model based on our and the VIE Group’s first-hand and proprietary user and transaction data generated from our and the VIE Group’s loan process as well as multiple layers of background and behavioral data from more than ten third-party sources.

Regulations Relating to Foreign Investment Investments in the PRC by foreign investors and foreign-invested enterprises are regulated by the Special Administrative Measures for Access of Foreign Investment (Negative List) (2021 Version), or the 2021 Negative List . The establishment of wholly foreign-owned enterprises is generally allowed in industries not included in the 2021 Negative List.

Investments in the PRC by foreign investors and foreign-invested enterprises are regulated by the Special Administrative Measures for Access of Foreign Investment (Negative List) (2021 Version), or the 2021 Negative List . The establishment of wholly foreign-owned enterprises is generally allowed in industries not included in the 2021 Negative List.

A taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided. 97 C.

A taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided. 98 C.

We and the VIE Group will further develop our and the VIE Group’s cooperation with institutional funding partners in 2023. 74 Our and the VIE Group’s Services Loan Facilitation Services Offered to Borrowers We and the VIE Group facilitate primarily standard loan facilitation services online, which are all unsecured consumer loans to our and the VIE Group’s borrowers.

We and the VIE Group will further develop our and the VIE Group’s cooperation with institutional funding partners in 2024. Our and the VIE Group’s Services Loan Facilitation Services Offered to Borrowers We and the VIE Group facilitate primarily standard loan facilitation services online, which are all unsecured consumer loans to our and the VIE Group’s borrowers.

Shanghai Kunjia will exclusively enjoy all the rights, property rights and intellectual property rights created as a result of the performance of this agreement. Without prior written consent of Shanghai Kunjia, Jiayin Finance shall not enter into any transactions which may materially affect Jiayin Finance’s assets, liabilities, business operations, equity interests and other legal interests.

Shanghai Kunjia will exclusively enjoy all the rights, property rights and intellectual property rights created as a result of the performance of this agreement. Without prior written consent of Shanghai Kunjia, Jiayin Technology shall not enter into any transactions which may materially affect Jiayin Technology’s assets, liabilities, business operations, equity interests and other legal interests.

Shanghai Kunjia has the right to determine the service fee to be charged to Jianyin Finance under this agreement by considering, among other things, the complexity of the services, the actual time that may be spent and cost that may be incurred for providing such services, as well as the value and comparable price on the market of the service provided.

Shanghai Kunjia has the right to determine the service fee to be charged to Jiayin Technology under this agreement by considering, among other things, the complexity of the services, the actual time that may be spent and cost that may be incurred for providing such services, as well as the value and comparable price on the market of the service provided.

However, King & Wood Mallesons has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws, rules and regulations and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our PRC legal counsel, King & Wood Mallesons.

However, King & Wood Mallesons has also advised us that there are substantial uncertainties regarding the interpretation and application of PRC laws, rules and regulations and there can be no assurance that the PRC government will take a view that is consistent with the opinion of our PRC legal counsel, King & Wood Mallesons, in the future.

If SAT Bulletin 7 was determined by the tax authorities to be applicable to some of our transactions involving PRC taxable assets, our offshore subsidiaries conducting the relevant transactions might be required to spend valuable resources to comply with SAT Bulletin 7 or to establish that the relevant transactions should not be taxed under SAT Bulletin 7. See “Item 3.

The Trademark Office under the SAIC is responsible for the registration and administration of trademarks throughout the PRC, and grants a term of 10 years to registered trademarks and another 10 years if requested upon expiry of the initial or extended term. Trademark license agreements must be filed with the Trademark Office for record. Domain Name .

The Trademark Office under the National Intellectual Property Administration is responsible for the registration and administration of trademarks throughout the PRC, and grants a term of 10 years to registered trademarks and another 10 years if requested upon expiry of the initial or extended term. Trademark license agreements must be filed with the Trademark Office for record. Domain Name .

Property, Plants and Equipment Our and the VIE Group’s principal executive offices are located on leased premises comprising 11,177 square meters in Shanghai, China. We and the VIE Group lease our premises mainly from unrelated third parties under operating lease agreements. Our and the VIE Group’s servers are primarily hosted at third-party Internet data centers.

Property, Plants and Equipment Our and the VIE Group’s principal executive offices are located on leased premises comprising 7,802 square meters in Shanghai, China. We and the VIE Group lease our premises mainly from unrelated third parties under operating lease agreements. 102 Our and the VIE Group’s servers are primarily hosted at third-party Internet data centers.

In August 2022, Hainan Yinke Financing Guarantee Co., Ltd., or Hainan Yinke, was incorporated as a wholly-owned PRC subsidiary of Geerong Yunke. Hainan Yinke provides commitment to certain institutional funding partners or the Licensed Credit Enhancement Providers.

In August 2022, Hainan Yinke, was incorporated as a wholly-owned PRC subsidiary of Geerong Yunke. Hainan Yinke provides commitment to certain institutional funding partners or the Licensed Credit Enhancement Providers.

With our proprietary credit assessment and risk management system, we aim to provide more accessible financial solutions to low-and-middle income groups in multiple developing countries. In 2022, we are increasing our investments in Indonesia to explore more business opportunities in the local market. We also substantially expanded the scale of our loan origination and revenue generation in Nigeria.

With our proprietary credit assessment and risk management system, we aim to provide more accessible financial solutions to low-and-middle income groups in multiple developing countries. In 2023, we were increasing our investments in Indonesia and Mexico to explore more business opportunities in local markets. We also substantially expanded the scale of our loan origination and revenue generation in Nigeria.

Regulations on Foreign Exchange Registration of Offshore Investment by PRC Residents The SAFE promulgated the Circular on Relevant Issues Relating to PRC Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles , or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75.” SAFE Circular 37 requires PRC residents to register with local branches of the SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of offshore investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material event.

The authority to process the deregistration of qualified overseas loans under domestic guarantee and overseas lending shall be delegated to banks. 94 Regulations on Foreign Exchange Registration of Offshore Investment by PRC Residents The SAFE promulgated the Circular on Relevant Issues Relating to PRC Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles , or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as “SAFE Circular 75.” SAFE Circular 37 requires PRC residents to register with local branches of the SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of offshore investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material event.

Following the completion of the transaction, Jiayin Finance owned 95% of the equity interests of Shanghai Bweenet.

Following the completion of the transaction, Jiayin Technology owned 95% of the equity interests of Shanghai Bweenet.

Since April 2020, we and the VIE Group have stopped funding loans with individual investors and started to fund all loans with institutional funding partners. In 2022, we and the VIE Group had 44 institutional funding partners.

Since April 2020, we and the VIE Group have stopped funding loans with individual investors and started to fund all loans with institutional funding partners. In 2023, we and the VIE Group had 58 institutional funding partners.

If Jianyin Finance breaches its contractual obligations under these agreements, Shanghai Kunjia, as pledgee, will be entitled to certain rights regarding the pledged equity interests.

If Jiayin Technology breaches its contractual obligations under these agreements, Shanghai Kunjia, as pledgee, will be entitled to certain rights regarding the pledged equity interests.

Our and the VIE Group’s scorecard module utilizes data we and the VIE Group collected from the borrower, such as the credit card transaction record and repayment history, and data from external parties we and the VIE Group are authorized by the borrower to collect.

Our and the VIE Group’s scorecard module utilizes historical credit data collected through our and the VIE Group's platform and data we and the VIE Group collected from the borrower, such as the credit card transaction record and repayment history. We and the VIE Group are authorized by the borrower to collect.

The Personal Information Protection Law reiterates the circumstances under which a personal information processor could process personal information and the requirements for such circumstances, such as when (1) the individual’s consent has been obtained; (2) the processing is necessary for the conclusion or performance of a contract to which the individual is a party; (3) the processing is necessary to fulfill statutory duties and statutory obligations; (4) the processing is necessary to respond to public health emergencies or protect natural persons’ life, health and property safety under emergency circumstances; (5) the personal information that has been made public is processed within a reasonable scope in accordance with this Law; (6) personal information is processed within a reasonable scope to conduct news reporting, public opinion-based supervision, and other activities in the public interest; or (7) under any other circumstance as provided by any law or regulation.

The Personal Information Protection Law reiterates the circumstances under which a personal information processor could process personal information and the requirements for such circumstances, such as when (i) the individual’s consent has been obtained; (ii) the processing is necessary for the conclusion or performance of a contract to which the individual is a party; (iii) the processing is necessary to fulfill statutory duties and statutory obligations; (iv) the processing is necessary to respond to public health emergencies or protect 91 natural persons’ life, health and property safety under emergency circumstances; (v) the personal information that has been made public is processed within a reasonable scope in accordance with this Law; (vi) personal information is processed within a reasonable scope to conduct news reporting, public opinion-based supervision, and other activities in the public interest; or (vii) under any other circumstance as provided by any law or regulation.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

67 edited+30 added−74 removed64 unchanged

2022 filing

2023 filing

Biggest changeMonth on Book Vintage 4th 5th 6th 7th 8th 9th 10th 11th 12th 13th 14th 15th 2018Q1 2.41 % 4.38 % 6.21 % 8.05 % 9.80 % 11.35 % 12.71 % 13.80 % 14.61 % 15.10 % 15.38 % 15.44 % 2018Q2 2.43 % 4.43 % 6.15 % 7.87 % 9.47 % 11.02 % 12.30 % 13.50 % 14.25 % 14.70 % 14.94 % 15.00 % 2018Q3 2.23 % 3.89 % 5.66 % 7.30 % 8.89 % 10.64 % 12.00 % 12.86 % 13.47 % 13.87 % 14.07 % 14.13 % 2018Q4 2.26 % 4.53 % 6.38 % 8.25 % 9.99 % 11.40 % 12.44 % 13.22 % 13.83 % 14.25 % 14.53 % 14.64 % 2019Q1 2.17 % 3.86 % 5.32 % 6.84 % 8.13 % 9.21 % 10.21 % 11.07 % 11.85 % 12.45 % 12.80 % 12.87 % 2019Q2 1.83 % 3.40 % 4.59 % 5.85 % 6.98 % 8.21 % 9.35 % 10.33 % 11.08 % 11.54 % 11.73 % 11.74 % 2019Q3 1.64 % 3.41 % 4.26 % 5.42 % 7.03 % 8.60 % 10.13 % 10.94 % 11.59 % 11.92 % 12.04 % 12.01 % 2019Q4 1.31 % 3.08 % 4.52 % 6.27 % 7.69 % 8.69 % 9.51 % 9.99 % 10.31 % 10.49 % 10.55 % 10.54 % 2020Q1 1.67 % 3.43 % 4.46 % 5.36 % 6.11 % 6.67 % 7.09 % 7.38 % 7.61 % 7.76 % 7.84 % 7.85 % 2020Q2 1.46 % 2.37 % 3.11 % 3.68 % 4.14 % 4.52 % 4.80 % 5.08 % 5.27 % 5.42 % 5.49 % 5.51 % 2020Q3 0.96 % 1.70 % 2.24 % 2.77 % 3.27 % 3.73 % 4.16 % 4.47 % 4.71 % 4.87 % 4.96 % 4.98 % 2020Q4 0.85 % 1.74 % 2.37 % 3.00 % 3.49 % 3.89 % 4.24 % 4.50 % 4.72 % 4.93 % 5.01 % 5.03 % 2021Q1 0.96 % 1.83 % 2.45 % 3.04 % 3.51 % 3.95 % 4.28 % 4.56 % 4.78 % 5.10 % 5.14 % 5.15 % 2021Q2 1.00 % 1.90 % 2.65 % 3.30 % 3.90 % 4.35 % 4.64 % 4.89 % 5.01 % 5.02 % 5.08 % 5.10 % 2021Q3 0.95 % 1.86 % 2.65 % 3.31 % 3.94 % 4.33 % 4.60 % 4.79 % 4.93 % — — — 2021Q4 0.84 % 1.78 % 2.43 % 2.97 % 3.40 % 3.77 % 4.12 % 4.39 % 4.61 % — — — 2022Q1 0.74 % 1.54 % 2.21 % 2.77 % 3.26 % 3.69 % — — — — — — 2022Q2 0.59 % 1.30 % 1.94 % — — — — — — — — — Delinquency Rate by Balance We and the VIE Group define the delinquency rates by balance as the total outstanding principal for loans where the longest past due period of a repayment was 1 to 30, 31 to 60, 61 to 90, 91 to 180 and more than 180 calendar days as of a certain date as a percentage of the total outstanding principal for the loans on our and the VIE Group’s platform net of the outstanding principal repaid by the investor assurance program as of such date.

Biggest changeMonth on Book Vintage 4th 5th 6th 7th 8th 9th 10th 11th 12th 13th 14th 15th 2020Q1 1.67 % 3.43 % 4.46 % 5.36 % 6.11 % 6.67 % 7.09 % 7.38 % 7.61 % 7.76 % 7.84 % 7.85 % 2020Q2 1.46 % 2.37 % 3.11 % 3.68 % 4.14 % 4.52 % 4.80 % 5.08 % 5.27 % 5.42 % 5.49 % 5.51 % 2020Q3 0.96 % 1.70 % 2.24 % 2.77 % 3.27 % 3.73 % 4.16 % 4.47 % 4.71 % 4.87 % 4.96 % 4.98 % 2020Q4 0.85 % 1.74 % 2.37 % 3.00 % 3.49 % 3.89 % 4.24 % 4.50 % 4.72 % 4.87 % 4.96 % 4.99 % 2021Q1 0.96 % 1.83 % 2.45 % 3.04 % 3.51 % 3.95 % 4.28 % 4.56 % 4.78 % 4.93 % 5.01 % 5.03 % 2021Q2 1.00 % 1.90 % 2.65 % 3.30 % 3.90 % 4.35 % 4.64 % 4.89 % 5.01 % 5.10 % 5.14 % 5.15 % 2021Q3 0.95 % 1.86 % 2.65 % 3.31 % 3.94 % 4.33 % 4.60 % 4.79 % 4.93 % 5.02 % 5.08 % 5.10 % 2021Q4 0.84 % 1.78 % 2.43 % 2.97 % 3.40 % 3.77 % 4.12 % 4.39 % 4.61 % 4.76 % 4.85 % 4.88 % 2022Q1 0.74 % 1.54 % 2.21 % 2.77 % 3.26 % 3.69 % 4.01 % 4.28 % 4.49 % 4.63 % 4.74 % 4.78 % 2022Q2 0.59 % 1.30 % 1.94 % 2.56 % 3.06 % 3.46 % 3.81 % 4.13 % 4.36 % 4.53 % 4.63 % 4.68 % 2022Q3 0.74 % 1.56 % 2.25 % 2.92 % 3.52 % 4.05 % 4.51 % 4.85 % 5.10 % 5.26 % 5.34 % 5.36 % 2022Q4 0.71 % 1.62 % 2.47 % 3.27 % 3.94 % 4.49 % 4.91 % 5.22 % 5.47 % — — — 2023Q1 0.68 % 1.50 % 2.32 % 3.00 % 3.61 % 4.13 % — — — — — — 2023Q2 0.63 % 1.47 % 2.35 % — — — — — — — — — Delinquency Rate by Balance We and the VIE Group define the delinquency rates by balance as the total outstanding principal for loans where the longest past due period of a repayment was 1 to 30, 31 to 60, 61 to 90, 91 to 180 and more than 180 calendar days as of a certain date as a percentage of the total outstanding principal for the loans on our and the VIE Group’s platform net of the outstanding principal repaid by the investor assurance program as of such date.

Additionally, a slowdown in the economy, such as a rise in the unemployment rate and a decrease in real income, may affect individuals’ level of disposable income. This may negatively affect borrowers’ repayment capability, which in turn may decrease their willingness to seek 102 loans and potentially cause an increase in default rates.

Additionally, a slowdown in the economy, such as a rise in the unemployment rate and a decrease in real income, may affect individuals’ level of disposable income. This may negatively affect borrowers’ repayment capability, which in turn may decrease their willingness to seek loans and potentially cause an increase in default rates.

Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.

Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. C. Research and Development, Patents and Licenses, etc. 115 See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.” D.

Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2022 to December 31, 2022 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial conditions.

Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1, 2023 to December 31, 2023 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial conditions.

Furthermore, we and the VIE Group do not have any retained or contingent interest in assets transferred to an unconsolidated 118 entity that serves as credit, liquidity or market risk support to such entity.

Furthermore, we and the VIE Group do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.

If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. 111 Results of Operations The following table sets forth a summary of our and the VIE Group’s consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our and the VIE Group’s total operating revenues for the periods presented.

If our holding company in the Cayman Islands or any of our subsidiaries outside of China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. 110 Results of Operations The following table sets forth a summary of our and the VIE Group’s consolidated results of operations for the periods presented, both in absolute amount and as a percentage of our and the VIE Group’s total operating revenues for the periods presented.

Although we and the VIE Group have not been materially affected by inflation in the past, we and the VIE Group can provide no assurance that we and the VIE Group will not be affected by higher rates of inflation in China in the future. 113 B.

We and the VIE Group are in turn engaged by such non-performing loan management entities to provide information including risk profile and collection methods or plans for the borrowers on its platform to the non-performing loan management entity basing on the historical records and experiences that we and the VIE Group have as of the date when each loan is successfully extended to borrower.

We and the VIE Group are in turn engaged by such non-performing loan management entities to provide information including risk profile and collection methods or plans for the borrowers on its platform to the non-performing loan management entity based on the historical records and experiences that we and the VIE Group have as of the date when each loan is successfully extended to borrower.

We and the VIE Group expect our and the VIE Group’s operating expenses to be in line with our and the VIE Group’s business development.

We and the VIE Group expect our and the VIE Group’s operating expenses to 108 be in line with our and the VIE Group’s business development.

In the second half of 2019, the loan origination volume on our and the VIE Group’s platform decreased primarily due to the adverse effect caused by regulatory requirements that online lending intermediaries to reduce the number of investors, business volume and number of borrowers.

In the second half of 2019, the loan facilitation volume on our and the VIE Group’s platform decreased primarily due to the adverse effect caused by regulatory requirements that online lending intermediaries to reduce the number of investors, business volume and number of borrowers.

Operating Results Overview We and the VIE Group are a leading fintech platform in China committed to facilitating effective, transparent, secure and fast connections between underserved individual borrowers and financial institutions funding partners.

Shanghai Chuangzhen Software Co., Ltd. has been qualified as an eligible software enterprise. As a result of this qualification, it is entitled to a tax holiday of a full exemption for year 2020 and 2021 which its taxable income is greater than zero, followed by a three-year 50% exemption.

Chuangzhen Software has been qualified as an eligible software enterprise. As a result of this qualification, it is entitled to a tax holiday of a full exemption for year 2020 and 2021 which its taxable income is greater than zero, followed by a three-year 50% exemption.

The majority of our and the VIE Group’s operating lease commitments are related to our and the VIE Group’s office lease agreements in China. 115 Other than those discussed above, we and the VIE Group did not have any significant capital and other commitments, long-term obligations as of December 31, 2022.

The majority of our and the VIE Group’s operating lease commitments are related to our and the VIE Group’s office lease agreements in China. Other than those discussed above, we and the VIE Group did not have any significant capital and other commitments, long-term obligations as of December 31, 2023.

For discussion of 2020 items and year-over-year comparisons between 2021 and 2020 that are not included in this annual report on Form 20-F, refer to "Item 5. Operating and Financial Review and Prospects" found in our Form 20-F for the year ended December 31, 2021, that was filed with the Securities and Exchange Commission on April 29, 2022. A.

For discussion of year-over-year comparisons between 2022 and 2021 that are not included in this annual report on Form 20-F, refer to "Item 5. Operating and Financial Review and Prospects" found in our Form 20-F for the year ended December 31, 2023, that was filed with the Securities and Exchange Commission on April 29, 2024. A.

We and the VIE Group calculate M3+ Delinquency Rate by Vintage for quarter vintage as the weighted average of the M3+ Delinquency Rate by Vintage for each month in such quarter by loan origination volume. 104 The following chart and table display the historical cumulative M3+ Delinquency Rate by Vintage for loan products facilitated through our and the VIE Group’s platform.

We and the VIE Group calculate M3+ Delinquency Rate by Vintage for quarter vintage as the weighted average of the M3+ Delinquency Rate by Vintage for each month in such quarter by loan facilitation volume. 105 The following chart and table display the historical cumulative M3+ Delinquency Rate by Vintage for loan products facilitated through our and the VIE Group’s platform.

A “high and new technology enterprise” (HNTE) is entitled to a favorable statutory tax rate of 15% and such qualification is reassessed by relevant governmental authorities every three years. Geerong Yunke and Jiayin Shuke Information Technology Co., Ltd. was entitled for a preferential income tax rate of 15% from 2022 to 2024 as they are qualified as HNTE.

A “high and new technology enterprise” (HNTE) is entitled to a favorable statutory tax rate of 15% and such qualification is reassessed by relevant governmental authorities every three years. Geerong Yunke and Jiayin Shuke were entitled for a preferential income tax rate of 15% from 2022 to 2024 as they are qualified as HNTE.

The institutional funding partners typically engage third-party non-performing loan management entities to assist on the subsequent collection.

From 2020 to 2022, the institutional funding partners typically engage third-party non-performing loan management entities to assist on the subsequent collection.

Off-balance Sheet Arrangements We and the VIE Group provide commitment to compensate the institutional funding partners or third party guarantee companies for certain off-balance sheet loans funded by our and the VIE Group’ s institutional funding partners, see “Notes to Consolidated Financial Statements—Note 2. Summary of significant accounting policies—Guarantee arrangement”.

Capital Expenditures We and the VIE Group made capital expenditures of RMB0.8 million, RMB2.8 million and RMB17.5 million (US$2.5 million) in 2020, 2021 and 2022, respectively. In these periods, our and the VIE Group’s capital expenditures were mainly used for purchase of equipment, including servers, computers and other office equipment, and office renovation.

Capital Expenditures We and the VIE Group made capital expenditures of RMB2.8 million, RMB17.5 million and RMB31.5 million (US$4.4 million) in 2021, 2022 and 2023, respectively. In these periods, our and the VIE Group’s capital expenditures were mainly used for purchase of equipment, including servers, computers and other office equipment, and office renovation.

Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income and Capital and receives approval from the relevant tax authority.

Dividends paid by our wholly foreign-owned subsidiary in China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%, unless the relevant Hong Kong entity satisfies all the requirements under the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income and receives approval from the relevant tax authority.

When the investors are institutional funding partners, we and the VIE Group’s service mainly consist of performing credit assessment on the borrowers and matching the institutional funding partners with potential qualified borrowers and facilitating the execution of loan agreements between the parties.

When the investors are institutional funding partners, we and the VIE Group’s service mainly consist of performing credit assessment on the borrowers and referring qualified borrowers to the institutional funding partners and facilitating the execution of loan agreements between the parties.

Our and the VIE Group’s research and development expenses increased from RMB143.7 million in 2021 to RMB216.7 million (US$31.4 million) in 2022, primarily due to higher employee compensation and benefit expenses as well as increased professional service fees. Interest income (expense), net.

Our and the VIE Group’s research and development expenses increased from RMB216.7 million in 2022 to RMB296.3 million (US$41.7 million) in 2023, primarily due to higher employee compensation and benefit expenses as well as increased professional service fees. Interest (expense) income, net.

Other than the above, we and the VIE Group have not entered into any derivative contracts that are indexed to our and the VIE Group’s shares and classified as shareholder’s equity or that are not reflected in our and the VIE Group’s consolidated financial statements.

Summary of significant accounting policies—Guarantee arrangement.” Other than the above, we and the VIE Group have not entered into any derivative contracts that are indexed to our and the VIE Group’s shares and classified as shareholder’s equity or that are not reflected in our and the VIE Group’s consolidated financial statements.

Revenues from loan facilitation services is recognized at the time a loan is originated between the individual investors and the borrower and the principal loan balance is transferred to the borrower, at which time the facilitation service is considered completed.

Revenues from loan facilitation services are recognized at the time a loan is originated between the institutional funding partners and the borrower and the principal loan balance is transferred to the borrower, at which time the facilitation service is considered completed.

General and Administrative General and administrative expenses consist primarily of salaries and benefits and share-based compensation related to accounting and finance, business development, legal, human resources and other personnel, as well as professional service fees related to various corporate activities. 109 Research and Development Research and development expenses primarily consist of salaries and other compensation expenses for employees engaged in research and development activities, technology infrastructure expenses and server expenses.

Changes in working capital was primarily due to (i) an increase in accounts receivable and contract assets of RMB1,232.3 million (US$178.7 million) in connection with uncollected service fees, (ii) an increase in prepaid expenses and other current assets of RMB434.3 million (US$63.0 million) (iii) an increase in financial assets receivable of RMB292.3 million (US$42.4 million), partially offset by (i) an increase in accrued expenses and other current liabilities of RMB444.1 million (US$64.4 million), (ii) an increase in deferred guarantee income of RMB276.5 million (US$40.1 million), and an increase in tax payable of RMB223.8 million (US$32.4 million).

Changes in working capital were primarily due to (i) an increase in accounts receivable and contract assets of RMB1,232.3 million in connection with uncollected service fees, (ii) an increase in prepaid expenses and other current assets of RMB456.2 million (iii) an increase in financial assets receivable of RMB292.3 million, partially offset by (i) an increase in accrued expenses and other current liabilities of RMB444.1 million, and (ii) an increase in deferred guarantee income of RMB276.5 million, and an increase in tax payable of RMB223.8 million.

Our net income increased by 152.3% from RMB467.8 million in 2021 to RMB1,180.2 million (US$171.1 million) in 2022. General Factors Affecting Our and the VIE Group’s Results of Operations Economic Conditions The demand for online consumer finance service is dependent upon overall economic conditions in China.

Our net income increased by 9.9% from RMB1,180.2 million in 2022 to RMB1,297.6 million (US$182.8 million) in 2023. 103 General Factors Affecting Our and the VIE Group’s Results of Operations Economic Conditions The demand for online consumer finance service is dependent upon overall economic conditions in China.

As of December 31, 2020, 2021 and 2022, we and the VIE Group had RMB117.3 million, RMB182.6 million and RMB291.0 million (US$42.2 million), respectively, in cash and cash equivalents.

As of December 31, 2021, 2022 and 2023, we and the VIE Group had RMB182.6 million, RMB291.0 million and RMB370.2 million (US$52.1 million), respectively, in cash and cash equivalents.

We and the VIE Group strategically focused on facilitating mid-to long-term consumer loans, as we and the VIE Group believe such loan products facilitated by us and the VIE Group are best positioned to generate attractive returns, and at the same time, capture the financing needs of quality borrowers.

We and the VIE Group strategically focused on facilitating loans with a term of no more than 12 months, as we and the VIE Group believe such loan products facilitated by us and the VIE Group are best positioned to generate attractive returns, and at the same time, capture the financing needs of qualified borrowers.

Net cash used in operating activities was RMB35.5 million in 2020, primarily due to net income of RMB250.1 million, mainly adjusted for gain from de-recognition of other payable associated with disposal of Shanghai Caiyin of RMB117.0 million, allowance for uncollectible receivables, contract assets, loans receivable and others of RMB77.3 million, share-based compensation of RMB30.7 million, depreciation and amortization of RMB23.2 million, and changes in working capital.

Net cash provided by operating activities was RMB133.6 million in 2022, primarily due to net income of RMB1,180.2 million, mainly adjusted for gain from de-recognition of other payable associated with disposal of Shanghai Caiyin of RMB117.0 million, allowance for uncollectible receivables, contract assets, loans receivable and others of RMB32.1 million, share-based compensation of RMB42.5 million, depreciation and amortization of RMB10.0 million, and changes in working capital.

Delinquent for As of 1-30 days 31-60 days 61-90 days 91-180 days More than 180 days (%) December 31, 2018 1.35 2.53 2.37 5.46 9.45 December 31, 2019 1.27 2.20 1.68 4.79 8.39 December 31, 2020 1.47 0.88 0.70 1.66 1.81 December 31, 2021 1.31 0.90 0.72 1.78 2.12 December 31, 2022 1.01 0.67 0.51 1.18 2.02 105 Components of Results of Operations Net Revenue Our and the VIE Group’s net revenue is derived from fees charged for providing services, including loan facilitation services and post-origination services, and other revenues.

Delinquent for As of 1-30 days 31-60 days 61-90 days 91-180 days More than 180 days (%) December 31, 2020 1.47 0.88 0.70 1.66 1.81 December 31, 2021 1.31 0.90 0.72 1.78 2.12 December 31, 2022 1.01 0.67 0.51 1.18 2.02 December 31, 2023 1.13 0.90 0.68 1.48 2.07 106 Components of Results of Operations Net Revenue Our and the VIE Group’s net revenue is derived from fees charged for providing services, including loan facilitation services, guarantee services, and other revenues.

Interest income Interest income is recognized over the terms of loans receivable using the effective interest rate method under ASC Topic 310. Interest income is not recorded when reasonable doubt exists as to the full, timely collection of interest income or principal. Interest collected upfront at the loan inception is recorded as deferred revenue.

Interest income is not recorded when reasonable doubt exists as to the full, timely collection of interest income or principal. Interest collected upfront at the loan inception is recorded as deferred revenue.

Investing Activities Net cash used in investing activities was RMB22.9 million (US$3.3 million) in 2022, primarily due to loans to related parties of RMB56.4 million (US$8.2 million) and purchase of property, equipment and software of RMB17.5 million (US$2.5 million), partially offset by loan repayments from related parties of RMB50.9 million (US$7.4 million).

Investing Activities Net cash used in investing activities was RMB105.9 million (US$14.9 million) in 2023, primarily due to acquisition of long-term investments of RMB77.5 million (US$10.9 million), disposal of subsidiaries, net of cash disposed of RMB68.7 million (US$9.7 million), partially offset by net collection loans receivable of RMB53.8 million (US$7.6 million), and loan repayments from related parties of RMB31.2 million (US$4.4 million). 114 Net cash used in investing activities was RMB22.9 million in 2022, primarily due to loans to related parties of RMB56.4 million and purchase of property, equipment and software of RMB17.5 million, partially offset by loan repayments from related parties of RMB50.9 million.

Our and the VIE Group’s general and administrative expenses increased from RMB165.2 million in 2021 to RMB194.0 million (US$28.1 million) in 2022, primarily driven by increases in employee related benefit expenses. • Research and development expenses.

Our and the VIE Group’s general and administrative expenses increased from RMB194.0 million in 2022 to RMB214.9 million (US$30.3 million) in 2023, primarily driven by increases in employee costs. • Research and development expenses.

In accordance with the agreements with our and the VIE Group’s borrowers and institutional funding partners, we and the VIE Group collect service fees from customers in facilitating loan transactions. In addition, we and the VIE Group charge other fees contingent on future events, such as penalty fees for late payments.

Our and the VIE Group’s sales and marketing expenses increased from RMB659.3 million in 2021 to RMB1,081.4 million (US$156.8 million) in 2022, primarily due to an increase in commission fees to those who introduce institutional funding partners and borrower acquisition expenses in 2022. • General and administrative expenses.

Our and the VIE Group’s sales and marketing expenses increased from RMB1,081.4 million in 2022 to RMB1,538.9 million (US$216.8 million) in 2023, primarily due to an increase in borrower acquisition expenses. • General and administrative expenses.

The following table sets forth our and the VIE Group’s operating costs and expenses both in absolute amount and as a percentage of our and the VIE Group’s total net revenue for the period presented: Year ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating cost and expenses Origination and servicing 239,199 18.4 320,466 18.0 565,227 81,950 17.3 Other cost of sales — — 15,467 0.9 — — — Allowance for uncollectible receivables, contract assets, loans receivable and others 77,278 5.9 44,427 2.5 32,053 4,647 1.0 Sales and marketing 375,063 28.9 659,291 37.0 1,081,382 156,786 33.1 General and administrative 154,963 11.9 165,150 9.3 194,039 28,133 5.9 Research and development 151,550 11.7 143,733 8.1 216,694 31,418 6.6 Total operating cost and expenses 998,053 76.8 1,348,534 75.7 2,089,395 302,934 63.9 The following table sets forth our and the VIE Group’s operating cost and expenses paid to related parties both in absolute amounts and as a percentage of our and the VIE Group’s total net revenue for the periods presented: Year Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating cost and expenses incurred with related parties: Origination and servicing 9,429 0.7 77,048 4.3 124,071 17,989 3.8 General and administrative 5,845 0.4 — — 2,103 305 0.1 Sales and marketing 55,207 4.2 — — 4,873 707 0.1 Research and development — — — — 4,373 634 0.1 Total 70,481 5.3 77,048 4.3 135,420 19,635 4.1 109 Origination and Servicing Origination and servicing expenses consist primarily of variable expenses including costs related to credit assessment, user and system support, payment processing services and collection, associated with facilitating and servicing loans, salaries and benefits and share-based compensation for the personnel who work on credit assessment, data processing and analysis, loan origination, user and system support.

The following table sets forth our and the VIE Group’s operating costs and expenses both in absolute amount and as a percentage of our and the VIE Group’s total net revenue for the periods presented: Year ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating cost and expenses Facilitation and servicing 320,466 18.0 565,227 17.3 2,011,553 283,321 36.8 Other cost of sales 15,467 0.9 — — — — — Allowance for uncollectible receivables, contract assets, loans receivable and others 44,427 2.5 32,053 1.0 72,764 10,249 1.3 Sales and marketing 659,291 37.0 1,081,382 33.1 1,538,913 216,751 28.1 General and administrative 165,150 9.3 194,039 5.9 214,856 30,262 3.9 Research and development 143,733 8.1 216,694 6.6 296,317 41,735 5.4 Total operating cost and expenses 1,348,534 75.8 2,089,395 63.9 4,134,403 582,318 75.5 The following table sets forth our and the VIE Group’s operating cost and expenses paid to related parties both in absolute amounts and as a percentage of our and the VIE Group’s total net revenue for the periods presented: Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Operating cost and expenses incurred with related parties: Facilitation and servicing 77,048 4.3 124,071 3.8 115,888 16,322 2.1 General and administrative — — 2,103 0.1 482 68 0.0 Sales and marketing — — 4,873 0.1 630 89 0.0 Research and development — — 4,373 0.1 1,074 151 0.0 Total 77,048 4.3 135,420 4.1 118,074 16,630 2.1 Facilitation and Servicing Facilitation and servicing expenses primarily consist of variable expenses including costs related to back-to-back guarantee service fee to third-party asset management company, credit assessment, user and system support, payment processing services and collection, associated with facilitating and servicing loans, salaries and benefits and share-based compensation for the personnel who work on credit checking, data processing and analysis, loan facilitation, user and system support.

After the online investors subscribe the products referred by us, we and the VIE Group do not retain any further obligations. The price for each referral charged to the financial service providers is a fixed price as pre-agreed in the service contract. Revenue is recognized when the online investors successfully subscribed to investment products from financial service providers.

The price for each referral charged to the financial service providers is a fixed charge rate as pre-agreed in the service contract. Revenue is recognized when the online investors successfully subscribed to investment products from financial service providers.

We and the VIE Group intend to continue to dedicate significant resources to our and the VIE Group’s sales and marketing efforts and constantly seek to improve the effectiveness of these efforts. 103 Effectiveness of Risk Control Framework Our and the VIE Group’s ability to effectively evaluate a borrower’s risk profile and likelihood of default affects our and the VIE Group’s relationships with our and the VIE Group’s funding partners.

Effectiveness of Risk Control Framework Our and the VIE Group’s ability to effectively evaluate a borrower’s risk profile and likelihood of default affects our and the VIE Group’s relationships with our and the VIE Group’s funding partners.

Income before income tax expense and (loss) income from investment in affiliates. As a result of foregoing, we and the VIE Group recognized income before income taxes and income from investment in affiliates of RMB585.8 million and RMB1,327.7 million (US$192.5 million) in 2021 and 2022, respectively. Income tax expense .

As a result of foregoing, we and the VIE Group recognized income before income taxes and share of gain (loss) from equity method investments of RMB1,327.7 million and RMB1,547.2 million (US$217.9 million) in 2022 and 2023, respectively. Income tax expense .

While new laws and regulations or changes to existing laws and regulations could make loans more difficult to be accepted by investors or borrowers on terms favorable to us, or at all, these events could also provide new product and market opportunities. 104 Ability to Acquire Borrowers Cost Effectively Our and the VIE Group’s ability to increase the loan volume facilitated through our and the VIE Group’s platform largely depends on our and the VIE Group’s ability to attract borrowers through sales and marketing efforts.

Financing Activities Net cash used in financing activities was RMB12.6 million (US$1.8 million) in 2022, primarily due to repurchase of ordinary shares of RMB14.8 million (US$ 2.1 million). Net cash provided by financing activities was RMB9.9 million in 2021, primarily due to proceeds from exercise of options of 7.4 million.

Net cash provided by financing activities was RMB9.9 million in 2021, primarily due to proceeds from exercise of options of RMB7.4 million.

Material Modifications to the Rights of Security Holders and Use of Proceeds.” The following table sets forth a summary of our and the VIE Group’s cash flows for the period presented: Year ended December 31, 2020 2021 2022 RMB RMB RMB US$ (in thousands) Summary Consolidated Cash Flow Data: Net cash (used in) provided by operating activities (35,505 ) 184,540 133,592 19,367 Net cash provided by (used in) investing activities 33,226 (126,222 ) (22,949 ) (3,328 ) Net cash provided by (used in) financing activities 10,595 9,938 (12,566 ) (1,822 ) Cash, cash equivalents and restricted cash at beginning of year 122,149 119,320 184,567 26,760 Cash, cash equivalents and restricted cash at end of year 119,320 184,567 293,041 42,487 Operating Activities Net cash provided by operating activities was RMB133.6 million (US$19.4 million) in 2022, primarily due to net income of RMB1,180.2 million (US$171.1 million), mainly adjusted for gain from de-recognition of other payable associated with disposal of Shanghai Caiyin of RMB117.0 million (US$17.0 million), allowance for uncollectible receivables, contract assets, loans receivable and others of RMB32.1 million (US$4.7 million), share-based compensation of RMB42.5 million (US$6.2 million), depreciation and 114 amortization of RMB10.0 million (US$1.4 million), and changes in working capital.

Material Modifications to the Rights of Security Holders and Use of Proceeds.” 113 The following table sets forth a summary of our and the VIE Group’s cash flows for the period presented: Year ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in thousands) Summary Consolidated Cash Flow Data: Net cash provided by operating activities 184,540 133,592 389,588 54,873 Net cash used in investing activities (126,222 ) (22,949 ) (105,850 ) (14,909 ) Net cash provided by (used in) financing activities 9,938 (12,566 ) (193,481 ) (27,252 ) Cash, cash equivalents and restricted cash at beginning of year 119,320 184,567 293,041 41,274 Cash, cash equivalents and restricted cash at end of year 184,567 293,041 372,628 52,484 Operating Activities Net cash provided by operating activities was RMB389.6 million (US$54.9 million) in 2023, primarily due to net income of RMB1,297.6 million (US$182.8 million), mainly adjusted for gain from de-recognition of liabilities of RMB280.2 million (US$39.5 million), impairment of long-term investments of RMB91.2 million (US$12.9 million), allowance for uncollectible receivables, contract assets, loans receivable and others of RMB72.8 million (US$10.2 million), share-based compensation of RMB54.4 million (US$7.7 million), non-cash lease expenses of RMB21.0 million(US$3.0 million), depreciation and amortization of RMB9.5 million (US$1.3 million), and changes in working capital.

Hong Kong does not impose a withholding tax on dividends. 110 PRC Under the PRC Enterprise Income Tax Law, or the EIT Law, the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%.

Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to us are not subject to any Hong Kong withholding tax. PRC Under the PRC Enterprise Income Tax Law, or the EIT Law, the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%.

In 2022, approximately 5,651,853 borrowings were facilitated on our and the VIE Group’s platform, with an aggregate loan origination volume of approximately RMB55.5 billion (US$8.0 billion).

In 2023, approximately 8,537,070 borrowings were facilitated on our and the VIE Group’s platform, with an aggregate loan facilitation volume of approximately RMB88.1 billion (US$12.4 billion).

According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2020, 2021 and 2022 were increases of 0.2%, 1.5% and 1.8%, respectively.

Inflation As of the date of this annual report, inflation in China has not materially impacted our and the VIE Group’s results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for December 2021, 2022 and 2023 were increases of 1.5%, 1.8% and decrease of 0.3%, respectively.

Year Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except for percentages) Share-based compensation Origination and servicing 3,167 0.2 3,159 0.2 2,408 350 0.1 Sales and marketing 8,445 0.6 1,545 0.1 362 52 0.0 General and administrative 8,870 0.7 5,021 0.3 33,740 4,892 1.0 Research and development 10,170 0.8 5,461 0.3 6,038 875 0.2 Total share-based compensation 30,652 2.3 15,186 0.9 42,548 6,169 1.3 Taxation Cayman Islands We are an exempted company incorporated in the Cayman Islands.

Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Share-based compensation Facilitation and servicing 3,159 0.2 2,408 0.1 4,921 693 0.1 Sales and marketing 1,545 0.1 362 0.0 31,464 4,432 0.6 General and administrative 5,021 0.3 33,740 1.0 6,823 961 0.1 Research and development 5,461 0.3 6,038 0.2 11,145 1,570 0.2 Total share-based compensation 15,186 0.9 42,548 1.3 54,353 7,656 1.0 Taxation Cayman Islands Jiayin Group Inc. is incorporated in the Cayman Islands.

Our and the VIE Group’s sales and marketing efforts include those related to borrower acquisition and retention, and general marketing.

Our and the VIE Group’s sales and marketing efforts include those related to borrower acquisition and retention, and general marketing. We and the VIE Group intend to continue to dedicate significant resources to our and the VIE Group’s sales and marketing efforts and constantly seek to improve the effectiveness of these efforts.

Sales and Marketing Sales and marketing expenses consist primarily of variable marketing and promotional expenses, including those related to borrower acquisition and retention, commission fees to those who introduce institutional funding partners, and general brand and awareness building. Sales and marketing expenses also include salaries, benefits and share-based compensation related to our and the VIE Group’s sales and marketing staff.

Sales and Marketing Sales and marketing expenses primarily consist of variable marketing and promotional expenses, including those expenses related to acquisition and retention of borrowers and institutional funding partners, and general brand and awareness building.

Revenue from technical services is recognized at the time a loan is successfully originated by the institutional funding partner as the technical services are completed at that time. 107 Other Revenue Investor referral We and the VIE Group provide referral services in respect of investment products offered by the financial service providers on Youdao wealth platform.

Other Revenue Investor referral We and the VIE Group provide referral services in respect of investment products offered by the third-party financial service providers on Youdao wealth platform, a proprietary platform operated by us.

Our and the VIE Group’s allowance for uncollectible receivables, contract assets, loans receivable and others decreased from RMB44.4 million in 2021 to RMB32.1 million (US$4.7 million) in 2022, primarily due to decreased loan volume of the Company’s overseas business. • Sales and marketing expenses.

Our and the VIE Group’s allowance for uncollectible receivables, contract assets, loans receivable and others increased from RMB32.1 million in 2022 to RMB72.8 million (US$10.3 million) in 2023, primarily due to the increased loan allowance recorded for loans receivable of RMB40.8 million (US$5.7 million), accounts receivable and contract assets of RMB15.4 million (US$2.2 million), and financial assets receivables of RMB7.2 million (US$1.0 million) in line with the increasing relevant accounts balances. • Sales and marketing expenses.

The service fees for transferring loans between individual investors were recognized when the transfer is completed and service fees are collected from the individual investors. 108 The following table sets forth the breakdown of our and the VIE Group’s other revenue, both in absolute amount and as a percentage of our and the VIE Group’s total net revenue for the periods presented: Year Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except for percentages) Other revenue Interest income 61,467 4.7 65,092 3.7 44,100 6,394 1.3 Investor referral 59,230 4.6 178,616 10.0 269,256 39,039 8.3 Others 123,648 9.5 66,612 3.7 76,333 11,067 2.3 Total other revenue 244,345 18.8 310,320 17.4 389,689 56,500 11.9 Operating Costs and Expenses Our and the VIE Group’s operating costs and expenses primarily consist of origination and servicing expenses, other cost of sales, sales and marketing expenses, general and administrative expenses, research and development expenses, and allowance for uncollectible receivables, contract assets, loans receivable and others.

The following table sets forth the breakdown of our and the VIE Group’s other revenue, both in absolute amount and as a percentage of our and the VIE Group’s total net revenue for the periods presented: Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Other revenue Investor referral 178,616 10.0 269,256 8.2 342,181 48,195 6.3 Others 131,704 7.4 73,292 2.3 242,427 34,145 4.4 Total other revenue 310,320 17.4 342,548 10.5 584,608 82,340 10.7 Operating Costs and Expenses Our and the VIE Group’s operating costs and expenses primarily consist of facilitation and servicing expenses, other cost of sales, sales and marketing expenses, general and administrative expenses, research and development expenses, and allowance for uncollectible receivables, contract assets, loans receivable and others.

Year ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenue 1,300,160 100.0 1,780,490 100.0 3,271,414 474,310 100.0 Operating cost and expenses: — Origination and servicing (239,199 ) (18.4 ) (320,466 ) (18.0 ) (565,227 ) (81,950 ) (17.3 ) Other cost of sales — — (15,467 ) (0.9 ) — — — Allowance for uncollectible receivables, contract assets, loans receivable and others (77,278 ) (5.9 ) (44,427 ) (2.5 ) (32,053 ) (4,647 ) (1.0 ) Sales and marketing (375,063 ) (28.9 ) (659,291 ) (37.0 ) (1,081,382 ) (156,786 ) (33.1 ) General and administrative (154,963 ) (11.9 ) (165,150 ) (9.3 ) (194,039 ) (28,133 ) (5.9 ) Research and development (151,550 ) (11.7 ) (143,733 ) (8.1 ) (216,694 ) (31,418 ) (6.6 ) Total operating cost and expenses (998,053 ) (76.8 ) (1,348,534 ) (75.7 ) (2,089,395 ) (302,934 ) (63.9 ) Income from operations 302,107 23.2 431,956 24.3 1,182,019 171,376 36.1 Gain from de-recognition of other payable associated with disposal of Caiyin 117,021 9.0 138,043 7.8 117,021 16,966 3.6 Impairment of equity investment (67,169 ) (5.2 ) — — (15,078 ) (2,186 ) (0.5 ) Interest income (expense), net 7,716 0.6 (1,117 ) (0.1 ) 281 42 0.0 Other income, net 6,711 0.5 16,952 1.0 43,447 6,299 1.3 Income before income tax expense and (loss) income from investment in affiliates 366,386 28.2 585,834 32.9 1,327,690 192,497 40.6 Income tax expense (108,811 ) (8.4 ) (125,724 ) (7.1 ) (155,398 ) (22,531 ) (4.8 ) (Loss) income from investment in affiliates (7,509 ) (0.6 ) 7,651 0.4 7,940 1,152 0.2 Net income 250,066 19.2 467,761 26.3 1,180,232 171,118 36.1 Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net revenue.

Year ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenue 1,780,490 100.0 3,271,414 100.0 5,466,873 769,993 100.0 Operating cost and expenses: 0 — Facilitation and servicing (320,466 ) (18.0 ) (565,227 ) (17.3 ) (2,011,553 ) (283,321 ) (36.8 ) Other cost of sales (15,467 ) (0.9 ) — — — — — Allowance for uncollectible receivables, contract assets, loans receivable and others (44,427 ) (2.5 ) (32,053 ) (1.0 ) (72,764 ) (10,249 ) (1.3 ) Sales and marketing (659,291 ) (37.0 ) (1,081,382 ) (33.1 ) (1,538,913 ) (216,751 ) (28.1 ) General and administrative (165,150 ) (9.3 ) (194,039 ) (5.9 ) (214,856 ) (30,262 ) (3.9 ) Research and development (143,733 ) (8.1 ) (216,694 ) (6.6 ) (296,317 ) (41,735 ) (5.4 ) Total operating cost and expenses (1,348,534 ) (75.8 ) (2,089,395 ) (63.9 ) (4,134,403 ) (582,318 ) (75.5 ) Income from operations 431,956 24.2 1,182,019 36.1 1,332,470 187,675 24.5 Gain from de-recognition of liabilities 138,043 7.8 117,021 3.6 280,231 39,469 5.1 Loss from disposal of subsidiaries — — — — (2,012 ) (283 ) — Impairment of long-term investment — — (15,078 ) (0.5 ) (91,236 ) (12,850 ) (1.7 ) Interest (expense) income, net (1,117 ) (0.1 ) 281 0.0 12,895 1,816 0.2 Other income, net 16,952 1.0 43,447 1.3 14,834 2,089 0.3 Income before income taxes and share of gain (loss) from equity method investments 585,834 32.9 1,327,690 40.6 1,547,182 217,916 28.4 Income tax expense (125,724 ) (7.1 ) (155,398 ) (4.8 ) (247,616 ) (34,876 ) (4.5 ) Share of gain (loss) from equity method investments 7,651 0.4 7,940 0.2 (1,990 ) (280 ) — Net income 467,761 26.2 1,180,232 36.1 1,297,576 182,760 23.9 111 Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net revenue.

Our and the VIE Group’s leasing expense was RMB26.5 million, RMB17.9 million and RMB29.2 million (US$4.2 million) in 2020, 2021 and 2022, respectively.

Our and the VIE Group’s operating lease obligations consist of the commitments under the lease agreements for our and the VIE Group’s office premises. Our and the VIE Group’s leasing expense was RMB17.9 million, RMB29.2 million and RMB25.1 million (US$3.5 million) in 2021, 2022 and 2023, respectively.

We and the VIE Group recognized tax expenses of RMB125.7 million and RMB155.4 million (US$22.5 million) in 2021 and 2022, respectively, as a result of operating gains in such periods. Net income . As a result of foregoing, we and the VIE Group recorded net income of RMB467.8 million and RMB1,180.2 million (US$171.1 million) in 2021 and 2022, respectively.

We and the VIE Group recognized tax expenses of RMB155.4 million in 2022 and RMB247.6 million (US$34.9 million) in 2023, as a result of operating gains in such period. Net income .

Operating costs and expenses. Our and the VIE Group’s total operating costs and expenses increased from RMB1,348.5 million in 2021 to RMB2,089.4 million (US$302.9 million) in 2022, primarily due to the increase in origination and servicing expenses, sales and marketing.

Our and the VIE Group’s total operating costs and expenses increased from RMB2,089.4 million in 2022 to RMB4,134.4 million (US$582.3 million) in 2023, primarily due to increased loan facilitation volume and expenses related to financial guarantee services. • Facilitation and servicing expenses.

We believe that the following critical accounting estimates involve the most significant judgments used in the preparation of our financial statements. Current Expected Credit Losses We and the VIE Group adopted ASC Topic 326 using the modified retrospective approach for all in-scope assets.

We believe that the following critical accounting estimates involve the most significant judgments used in the preparation of our financial statements.

In addition, we and the VIE Group charge other fees contingent on future events, such as penalty fees for late payments. Our and the VIE Group’s net revenue is presented net of VAT. Our and the VIE Group’s net revenue is recognized as revenues from loan facilitation services, revenues from post-origination services and other revenues.

Our and the VIE Group’s net revenue is presented net of VAT. Our and the VIE Group’s net revenue is recognized as revenues from loan facilitation services, revenues from releasing of guarantee liabilities and other revenues.

Material cash requirements Our and the VIE Group’s material cash requirements as of December 31, 2022 and any subsequent interim period primarily include our and the VIE Group’s capital expenditures and operating lease obligations. Our and the VIE Group’s operating lease obligations consist of the commitments under the lease agreements for our and the VIE Group’s office premises.

Material Cash Requirements Our and the VIE Group’s material cash requirements as of December 31, 2023 and any subsequent interim period primarily include our and the VIE Group’s payment of employee’s payroll and welfare expenses, taxes and other various selling, general and administrative expenses to support our daily business operations, capital expenditures and operating lease obligations.

Since the third quarter of 2019, we and the VIE Group started to expand our and the VIE Group’s investor base of individuals to institutional funding partners, including commercial banks, consumer finance companies, trusts and microcredit companies.

We and the VIE Group introduce borrowers to our and the VIE Group’s institutional funding partners, including commercial banks, consumer finance companies, trusts and micro-credit companies, and provide preliminary risk assessment services as well as other services to them.

As of December 31, 2022, the maximum potential future payments, including all outstanding principal and interests for which we and our VIE Group provide primary guarantee, that we and the VIE Group could be required to make under the guarantee, which was not reduced by the effect of any amounts that may possibly be recovered, were RMB6,484.2 million (US$940.1 million).

As of December 31, 2022 and 2023, the maximum potential future payments, including all outstanding principal and interests for which the Group provides primary guarantee, were RMB6.5 billion and RMB13.7 billion (US$1.9 billion), respectively. Our and the VIE Group’s net revenue increased by 67.1% from RMB3,271.4 million in 2022 to RMB5,466.9 million (US$770.0 million) in 2023.

We and the VIE Group recognized interest expenses of RMB1.1 million in 2021 and interest income of RMB281,364 (US$40,794) in 2022, respectively. Other income, net . Our and the VIE Group’s other income increased from RMB17.0 million in 2021 to RMB43.4 million (US$6.3 million) in 2022 primarily as a result of the increase of government subsidies received.

We and the VIE Group recognized interest income of RMB0.3 million in 2022 and RMB12.9 million (US$1.8 million) in 2023, respectively. Other income, net . Our and the VIE Group’s other income decreased from RMB43.4 million in 2022 to RMB14.8 million (US$2.1 million) in 2023. Income before income taxes and share of gain (loss) from equity method investments.

Recent Accounting Pronouncements See note 2 to the consolidated financial statements on page F-27 for details on recent accounting pronouncements and our adoption of certain accounting rules. Inflation As of the date of this annual report, inflation in China has not materially impacted our and the VIE Group’s results of operations.

As a result of foregoing, we and the VIE Group recorded net income of RMB1,180.2 million and RMB1,297.6 million (US$182.8 million) in 2022 and 2023, respectively. 112 Recent Accounting Pronouncements See note 2 to the consolidated financial statements for details on recent accounting pronouncements and our adoption of certain accounting rules.

Our and the VIE Group’s other cost of sales decreased from RMB15.5 million to nil in 2022, primarily due to deconsolidation of Shanghai Bweenet by Jiayin Finance in December, 2021. • Allowance for uncollectible receivables, contract assets, loans receivable and others.

Our and the VIE Group’s facilitation and servicing expenses increased from RMB565.2 million 2022 to RMB2,011.6 million (US$283.3 million) in 2023, primarily due to increased loan facilitation volume and expenses related to financial guarantee services. • Allowance for uncollectible receivables, contract assets, loans receivable and others.

In 2022, we and the VIE Group had 44 institutional funding partners and they invested an aggregate investment volume of RMB55.5 billion (US$8.0 billion). Our and the VIE Group’s net revenue increased by 83.7% from RMB1,780.5 million in 2021 to RMB3,271.4 million (US$474.3 million) in 2022.

Our and the VIE Group’s net revenue increased from RMB3,271.4 million in 2022 to RMB5,466.9 million (US$770.0 million) in 2023.

Research and Development Research and development expenses consist primarily of salaries, benefits and share-based compensation related to technology and product development personnel, as well as related expenses for IT professionals involved in developing technology platform and website, server and other equipment.

Salaries and benefits expenses as well as share-based compensation related to our and the VIE Group’s sales and marketing personnel and other expenses related to our sales and marketing team are also included in the sales and marketing expenses.

Removed

Historically, we and the VIE Group helped investors on our and the VIE Group’s platform to allocate their assets into different consumer loan products facilitated by us and the VIE Group through our and the VIE Group’s apps.

Added

For institutional funding partners with a license to extend loans, such as banks, online micro-credit companies, they typically extend loans with their own funds directly to the borrowers introduced by us. In 2023, we and the VIE Group had 58 institutional funding partners and they invested an aggregate investment volume of RMB88.1 billion (US$12.4 billion).

Removed

We and the VIE Group completed the transition of our and the VIE Group’s funding model in April 2020, with new loans only funded by institutional funding partners. The outstanding loan balance of our and the VIE Group’s legacy P2P lending business has been reduced to zero in November 2020.

Added

We and our VIE Group also provide guarantee services through our and VIE Group financing guarantee subsidiaries or through cooperation with third-party financing guarantee companies to institutional funding partners and financing guarantee companies. Under the cooperation with financing guarantee companies, these financing guarantee companies initially reimburses the loan principal and interest to the financial institution partners upon borrower’s default.

Removed

Ability to Acquire Borrowers Cost Effectively Our and the VIE Group’s ability to increase the loan volume facilitated through our and the VIE Group’s platform largely depends on our and the VIE Group’s ability to attract borrowers through sales and marketing efforts.

Added

Although we and our VIE Group does not have direct contractual obligation to the financial institution partners for defaulted principal and interest, the Group provides back-to-back guarantee to the financing guarantee companies.

Removed

Historically and up until November 2020, when the outstanding loan balance of our and the VIE Group’s legacy P2P business was decreased to zero, we and the VIE Group also received individual investors service fees for automated investment programs and for loans transfers over our and the VIE Group’s secondary loan market.

Added

Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenue Revenue from loan facilitation services 1,470,170 82.6 2,881,725 88.1 3,489,184 491,441 63.8 Revenue from the releasing of guarantee liabilities — — 47,141 1.4 1,393,081 196,211 25.5 Other revenue 310,320 17.4 342,548 10.5 584,608 82,340 10.7 Total 1,780,490 100.0 3,271,414 100.0 5,466,873 769,992 100.0 Revenue from loan facilitation services Since the third quarter of 2019, we and the VIE Group provide service through the facilitation of loan transactions between borrowers and institutional funding partners.

Removed

Year Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenue Loan facilitation services 943,084 72.5 1,470,170 82.6 2,881,725 417,810 88.1 Post-origination services 112,731 8.7 — — — — — Other revenue 244,345 18.8 310,320 17.4 389,689 56,500 11.9 Total 1,300,160 100.0 1,780,490 100.0 3,271,414 474,310 100.0 The following table sets forth the breakdown of our and the VIE Group’s net revenue by service and products provided both in absolute amount and as a percentage of our and the VIE Group’s total net revenue for the periods presented: Year Ended December 31, 2020 2021 2022 RMB % RMB % RMB US$ % (in thousands, except for percentages) Net revenue Current loan products 1,055,815 81.2 1,470,170 82.6 2,881,725 417,810 88.1 Other services 244,345 18.8 310,320 17.4 389,689 56,500 11.9 Total 1,300,160 100.0 1,780,490 100.0 3,271,414 474,310 100.0 Loan facilitation and post-origination service Prior to November 2020, we and the VIE Group provide loan facilitation services and post-origination services on loans facilitated on our and the VIE Group’s platform, which enable individual investors to directly invest in loans that can be selected, at the individual investors’ discretion, from hundreds of new lending opportunities to pre-approved borrowers that are posted on our and the VIE Group’s platform every day.

Added

Revenue from technical services is recognized at the time a loan is successfully originated by the institutional funding partner as the technical services are completed at that time.

Removed

Individual investors also have the option to use the automated investment programs whereby the funds are automatically allocated among pre-approved borrowers. The automated investment programs automatically reinvest individual investors’ funds as soon as a loan is repaid, enabling the individual investors to accelerate the reinvestment of cash flows without having to continually revisit the Company’s mobile application.

Added

We and the VIE Group no longer provided this service since 2023. 107 Revenue from releasing of guarantee liabilities We and the VIE Group started to provide primary guarantee since the fourth quarter of 2022.

Removed

Such business was officially ceased in November 2020. We and the VIE Group charge a substantial amount of service fees on the same day when the first and second monthly repayments of principal and interest are due. We and the VIE Group determine that both the individual investors and the borrowers are our customers.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

42 edited+0 added−4 removed80 unchanged

2022 filing

2023 filing

Biggest changeThe nominating and corporate governance committee is responsible for, among other things: • identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy; • reviewing the performance of each incumbent director and considering the results of such evaluation when determining whether or not to recommend the retention of such director; • advising the board policies and procedures with respect to corporate governance matters • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; • evaluating its own performance on an annual basis; and • reporting to the board on its findings and actions periodically.

The audit committee is responsible for, among other things: • selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm; 123 • reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K; • discussing the annual audited financial statements with management and our independent registered public accounting firm; • annually reviewing and reassessing the adequacy of our audit committee charter; • meeting separately and periodically with the management and our internal auditor and our independent registered public accounting firm; • reporting regularly to the full board of directors; and • such other matters that are specifically delegated to our audit committee by our board of directors from time to time.

The audit committee is responsible for, among other things: • selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm; • reviewing with our independent registered public accounting firm any audit problems or difficulties and management’s response and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K; • discussing the annual audited financial statements with management and our independent registered public accounting firm; • annually reviewing and reassessing the adequacy of our audit committee charter; • meeting separately and periodically with the management and our internal auditor and our independent registered public accounting firm; • reporting regularly to the full board of directors; and • such other matters that are specifically delegated to our audit committee by our board of directors from time to time.

We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense other than one which in the opinion of the board does not affect the executive’s position, willful disobedience of a lawful and reasonable order, misconducts being inconsistent with the due and faithful discharge of the executive officer’s material duties, guilty of fraud or dishonesty, or habitual neglect of his or her duties.

We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive 118 officer, including but not limited to the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense other than one which in the opinion of the board does not affect the executive’s position, willful disobedience of a lawful and reasonable order, misconducts being inconsistent with the due and faithful discharge of the executive officer’s material duties, guilty of fraud or dishonesty, or habitual neglect of his or her duties.

Each executive officer has also agreed to assign to our company all his or her all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, 120 databases, mask works, concepts and trade secrets which the executive officer may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the executive officer’s employment with us that are either related to the scope of the employment or make use of the resources of the company.

Each executive officer has also agreed to assign to our company all his or her all inventions, improvements, designs, original works of authorship, formulas, processes, compositions of matter, computer software programs, databases, mask works, concepts and trade secrets which the executive officer may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of the executive officer’s employment with us that are either related to the scope of the employment or make use of the resources of the company.

Dream Glory L.P. is entitled to rights as a member of Jiayin Group Inc. except that Dream Glory L.P. irrevocably agrees that it will (i) abstain from voting on any general meetings of members, or acting as any function at a general meeting, or (ii) not sale, transfer, pledge or otherwise encumbrance of the Ordinary 121 Shares of the Company without our written consent, and sale, transfer, pledge or otherwise encumbrance of the ordinary shares as instructed by us in writing.

Dream Glory L.P. is entitled to rights as a member of Jiayin Group Inc. except that Dream Glory L.P. irrevocably agrees that it will (i) abstain from voting on any general meetings of members, or acting as any function at a general meeting, or (ii) not sale, transfer, pledge or otherwise encumbrance of the Ordinary Shares of the Company without our written consent, and sale, transfer, pledge or otherwise encumbrance of the ordinary shares as instructed by us in writing.

Dream Glory L.P. is established to hold shares underlying potential awards granted pursuant to our share incentive plan. The general partner of Dream Glory L.P. is New Dream, which is controlled by Mr. Dinggui Yan. The 127 registered address of Dream Glory L.P. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Dream Glory L.P. is established to hold shares underlying potential awards granted pursuant to our share incentive plan. The general partner of Dream Glory L.P. is New Dream, which is controlled by Mr. Dinggui Yan. The registered address of Dream Glory L.P. is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Subject also to all the transfer restrictions under the applicable laws and regulations and the restrictions set forth in the applicable award agreement, all awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge except for certain exceptions set forth in the plan. 122 Options .

We established Dream Glory L.P. to hold shares underlying potential awards granted pursuant to our 2019 Share Incentive Plan. In December 2017, 2,700 ordinary shares were issued to in view of the establishment of the 2019 Share Incentive Plan, which were transferred subsequently to Dream Glory L.P.

To the extent permissible under the applicable laws, our board of directors may decide to follow home country practice not to seek shareholder approval for any amendment or modification of the 2019 Share Incentive Plan. Transfer Restrictions.

Mr. Wang received his master’s degree in accounting from Fudan University in 2015 and his bachelor’s degree in financial management from Shanghai Second Polytechnic University in 2008. 119 Mr. Yuhchang Hwang has served as our director since May 2019. Since 2013, Mr.

Mr. Wang received his master’s degree in accounting from Fudan University in 2015 and his bachelor’s degree in financial management from Shanghai Second Polytechnic University in 2008. Mr. Yuhchang Hwang has served as our director since May 2019. Since 2013, Mr.

Xu held various positions in Capital One Financial Corporation (NYSE: COF) in risk management, product management and distribution channel management with credit card business and direct banking, including senior analyst, manager, senior manager and department director. Ms.

Xu held various positions in Capital One Financial Corporation (NYSE: COF) in risk management, product management and distribution channel management with credit card business 117 and direct banking, including senior analyst, manager, senior manager and department director. Ms.

Our company has the right to 124 seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.

Our company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.

In September 2016 and October 2018, 13,321,500 and 2,851,600 share options to purchase the respective number of shares of Jiayin Finance were granted to certain of our employees and officers, among which 4,848,900 options were subsequently canceled, at exercise prices of RMB3.5 per share, which have vesting periods of 4.5 years.

In September 2016 and October 2018, 13,321,500 and 2,851,600 share options to purchase the respective number of shares of Jiayin Technology were granted to certain of our employees and officers, among which 4,848,900 options were subsequently canceled, at exercise prices of RMB3.5 per share, which have vesting periods of 4.5 years.

Share Incentive Plans We maintain share incentive plans in order to attract, motivate, retain and reward talent, provide additional incentives to our officers, employees, directors and other eligible persons, and promote the success of our business and the interests of our shareholders. 2016 Share Incentive Plan In September 2016, Jiayin Finance adopted the 2016 Share Incentive Plan, which allowed Jiayin Finance to grant share-based awards of such company to our founders, employees and officers.

Share Incentive Plans We maintain share incentive plans in order to attract, motivate, retain and reward talent, provide additional incentives to our officers, employees, directors and other eligible persons, and promote the success of our business and the interests of our shareholders. 2016 Share Incentive Plan In September 2016, Jiayin Technology adopted the 2016 Share Incentive Plan, which allowed Jiayin Technology to grant share-based awards of such company to our founders, employees and officers.

All 13,500,000 shares of Jiayin Finance underlying the 2016 Share Incentive Plan is held by Jinmushuihuotu Investment, and upon the exercise of the share options, our employees and officers become a limited partner of Jinmushuihuotu Investment, which allows such grantees to enjoy beneficial ownership in Jiayin Finance representing the respective awards granted.

All 13,500,000 shares of Jiayin Technology underlying the 2016 Share Incentive Plan is held by Jinmushuihuotu Investment, and upon the exercise of the share options, our employees and officers become a limited partner of Jinmushuihuotu Investment, which allows such grantees to enjoy beneficial ownership in Jiayin Technology representing the respective awards granted.

Each committee’s members and functions are described below. Audit Committee . Our audit committee consists of Mr. Yuhchang Hwang and Mr. Meng Rui, and is chaired by Mr. Yuhchang Hwang. Mr. Yuhchang Hwang and Mr.

Each committee’s members and functions are described below. 121 Audit Committee . Our audit committee consists of Mr. Yuhchang Hwang and Mr. Meng Rui, and is chaired by Mr. Yuhchang Hwang. Mr. Yuhchang Hwang and Mr.

(5) Represents 30,664,256 ordinary shares held by Dream Glory L.P., a limited partnership established in the British Virgin Islands, which in accordance with the shareholding entrustment agreement entered into between Dream Glory L.P. and us, does not have any voting or investment power.

(4) Represents 30,664,256 ordinary shares held by Dream Glory L.P., a limited partnership established in the British Virgin Islands, which in accordance with the shareholding entrustment agreement entered into between Dream Glory L.P. and us, does not have any voting or investment power.

Dinggui Yan is our founder, and has served as our director since 2015, and as our chief executive officer since 2016. He has also been the chief executive officer of Shanghai Wuxingjia since 2014, and the chairman and general manager of Jiayin Finance since 2011. Prior to founding our company, Mr.

Dinggui Yan is our founder, and has served as our director since 2015, and as our chief executive officer since 2016. He has also been the chief executive officer of Shanghai Wuxingjia since 2014, and the chairman and general manager of Jiayin Technology since 2011. Prior to founding our company, Mr.

The registered address of New Dream is Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. (2) Represents the Class A ordinary shares held directly by Ms. Yifang Xu, including 2,934,776 Class A ordinary shares which were vested from RSUs. With respect to such 2,934,776 Class A ordinary shares, Ms.

The registered address of New Dream is Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands. (2) Represents the Class A ordinary shares held directly by Ms. Yifang Xu, including 4,454,776 Class A ordinary shares which were vested from RSUs. With respect to such 4,454,776 Class A ordinary shares, Ms.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 128

Name Position Ordinary Shares Underlying Options Awarded Option Exercise Price Grant Date Expiration Date Chunlin Fan Chief financial officer * RMB3.5 November 25, 2019 November 24, 2029 Yi Feng Chief technology officer * RMB3.5 November 25, 2019 November 24, 2029 Yifang Xu Director and chief risk officer * RMB3.5 November 25, 2019 November 24, 2029 Libin Wang Director and vice president of finance * RMB3.5 November 25, 2019 November 24, 2029 * Less than 1% of our outstanding shares.

Name Position Ordinary Shares Underlying Options Awarded Option Exercise Price Grant Date Expiration Date Chunlin Fan Chief financial officer * RMB3.5 November 25, 2019 November 24, 2029 Yifang Xu Director and chief risk officer * RMB3.5 November 25, 2019 November 24, 2029 Libin Wang Director and vice president of finance * RMB3.5 November 25, 2019 November 24, 2029 * Less than 1% of our outstanding shares.

The total number of outstanding shares of Jiayin Finance is 50,000,000 and the maximum number of shares that may be issued pursuant to all awards under the 2016 plan is 13,500,000 shares of Jiayin Finance.

The total number of outstanding shares of Jiayin Technology is 50,000,000 and the maximum number of shares that may be issued pursuant to all awards under the 2016 plan is 13,500,000 shares of Jiayin Technology.

Ordinary Shares Beneficially Owned as of March 31, 2023 Class A ordinary shares Class B ordinary shares Percentage of total ordinary share on an as-converted basis Percentage of aggregate voting power** Directors and Executive Officers: Dinggui Yan(1) 1,360,000 108,000,000 51.2 91.2 Yifang Xu(2) 3,235,416 — 1.5 0.0 Libin Wang(3) 2,437,860 — 1.1 0.0 Chunlin Fan * — * * Yi Feng * — * * Yuhchang Hwang — — — — Meng Rui — — — — Directors and Executive Officers as a Group 7,549,940 108,000,000 54.1 91.3 Principal Shareholders: New Dream Capital Holdings Limited(1) 1,360,000 108,000,000 51.2 91.2 Sunshinewoods Holdings Limited(4) 23,446,492 — 11.0 2.0 Dream Glory L.P.(5) 30,664,256 — 14.3 — * Beneficially owns less than 1% of our total outstanding shares. ** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.

Ordinary Shares Beneficially Owned as of March 31, 2024 Class A ordinary shares Class B ordinary shares Percentage of total ordinary share on an as-converted basis Percentage of aggregate voting power** Directors and Executive Officers: Dinggui Yan(1) 1,360,000 108,000,000 51.6 91.3 Yifang Xu(2) 4,454,776 — 2.1 0.0 Libin Wang * — * * Chunlin Fan * — * * Yi Feng * — * * Yuhchang Hwang — — — — Meng Rui — — — — Directors and Executive Officers as a Group 7,816,928 108,000,000 54.2 91.3 Principal Shareholders: New Dream Capital Holdings Limited(1) 1,360,000 108,000,000 51.2 91.2 Sunshinewoods Holdings Limited(3) 23,446,492 — 11.1 2.0 Dream Glory L.P.(4) 30,664,256 — 14.5 — * Beneficially owns less than 1% of our total outstanding shares. ** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.

Yan received a master’s degree from China Europe International Business School in 2016 and a bachelor’s degree from Xidian University in 1990. Mr. Yi Feng has served as our chief technology officer since November 2021. Mr. Feng has over 17 years of technology leadership experience in internet and financial services. He joined Jiayin in 2021.

Yan received a doctorate degree from University of Geneva in 2023, a master’s degree from China Europe International Business School in 2016, and a bachelor’s degree from Xidian University in 1990. Mr. Yi Feng has served as our chief technology officer since November 2021. Mr. Feng has over 17 years of technology leadership experience in internet and financial services.

Compensation In 2022, we paid an aggregate of RMB11.5 million (US$1.7 million) in cash and benefits to our executive officers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

Compensation In 2023, we paid an aggregate of RMB8.5 million (US$1.2 million) in cash and benefits to our executive officers and directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

Prior to joining the Company, Mr. Feng had held senior technology roles at well-known firms such as Fidelity, Lufax, Trip.com and Oracle since 2006. Mr.

He joined Jiayin in 2021. Prior to joining the Company, Mr. Feng had held senior technology roles at well-known firms such as Fidelity, Lufax, Trip.com and Oracle since 2006. Mr.

RSUs. The following table summarizes the outstanding RSUs we granted to our directors and executive officers under the 2019 Share Incentive Plan.

RSUs. The following table summarizes the outstanding RSUs which are legally granted to our directors and executive officers under the 2019 Share Incentive Plan.

Guanglin Zhang is the sole director of Sunshinewoods. The registered address of Sunshinewoods is Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Guanglin Zhang, an employee of our company. 125 Mr. Guanglin Zhang is the sole director of Sunshinewoods. The registered address of Sunshinewoods is Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Libin Wang is 18th Floor, Building No. 1, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200122, People’s Republic of China. (4) Represents 23,446,492 ordinary shares held by Sunshinewoods Holdings Limited, or Sunshinewoods, a limited liability company established in the British Virgin Islands. Sunshinewoods is wholly owned by Mr. Guanglin Zhang, an employee of our company. Mr.

Yifang Xu is 18th Floor, Building No. 1, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200122, People’s Republic of China. (3) Represents 23,446,492 ordinary shares held by Sunshinewoods Holdings Limited, or Sunshinewoods, a limited liability company established in the British Virgin Islands. Sunshinewoods is wholly owned by Mr.

L.P. as an entrusted shareholder of shares issued in view of our 2019 Share Incentive Plan, of which 22,454,240 are shares underlying the options and 15,680,000 are underlying the RSUs granted under our 2019 Share Incentive Plan and the remaining 15,865,760 are reserved for future issuance.

L.P. as an entrusted shareholder of shares issued in view of our 2019 Share Incentive Plan, of which 22,454,240 are shares underlying the options and 30,320,000 are underlying the RSUs entitled under our 2019 Share Incentive Plan and the remaining 1,225,760 are reserved for future issuance.

Board Diversity Board Diversity Matrix (As of March 31, 2023) Country of Principal Executive Offices: China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 NA NA Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction NA LGBTQ+ NA Did Not Disclose Demographic Background NA D.

Our officers are appointed by and serve at the discretion of our board of directors. 123 Board Diversity Board Diversity Matrix (As of March 31, 2024) Country of Principal Executive Offices: China Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 4 NA NA Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction NA LGBTQ+ NA Did Not Disclose Demographic Background NA D.

Our directors also owe to our company a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

As of December 31, 2022, we had granted options to purchase an aggregate of 3,576,720 Class A ordinary shares (excluding options that were forfeited, cancelled, or exercised after the relevant grant date) and RSUs to receive an aggregate of 7,600,000 Class A ordinary shares (excluding RSUs that were forfeited, cancelled, or vested after the relevant grant date), pursuant to the 2019 Share Incentive Plan.

As of December 31, 2023, we had granted options to purchase an aggregate of 230,400 Class A ordinary shares (excluding options that were forfeited, cancelled, or exercised after the relevant grant date) and RSUs to receive an aggregate of nil Class A ordinary shares (excluding RSUs that were forfeited, cancelled, or vested after the relevant grant date), pursuant to the 2019 Share Incentive Plan.

Directors and Executive Officers Age Position/Title Dinggui Yan 54 Founder, director and chief executive officer Yi Feng 46 Chief technology officer Chunlin Fan 46 Chief financial officer (since May 2022) Yifang Xu 45 Director and chief risk officer Libin Wang 36 Director and vice president of finance Yuhchang Hwang 68 Independent Director Meng Rui 55 Independent Director Mr.

Directors and Executive Officers Age Position/Title Dinggui Yan 55 Founder, director and chief executive officer Yi Feng 47 Chief technology officer Chunlin Fan 48 Chief financial officer Yifang Xu 46 Director and chief risk officer Libin Wang 37 Director and vice president of finance Yuhchang Hwang 69 Independent Director Meng Rui 56 Independent Director Mr.

The compensation of our directors may be determined by the board of directors or by an ordinary resolution. There is no mandatory retirement age for directors. Our officers are appointed by and serve at the discretion of our board of directors.

The compensation of our directors may be determined by the board of directors or by an ordinary resolution. There is no mandatory retirement age for directors.

The following table sets forth the breakdown of our and the VIE Group’s employees as of December 31, 2022 by function: Functions Number of Employees Origination and servicing department 139 General and administrative department 142 Sales and marketing department 212 Research and development department 303 Total 796 We and the VIE Group believe we and the VIE Group offer our and the VIE Group’s employees competitive compensation packages and dynamic work environment that encourages initiatives.

The following table sets forth the breakdown of our and the VIE Group’s employees as of December 31, 2023 by function: Functions Number of Employees Facilitation and servicing department 126 General and administrative department 179 Sales and marketing department 218 Research and development department 402 Total 925 We and the VIE Group believe we and the VIE Group offer our and the VIE Group’s employees competitive compensation packages and dynamic work environment that encourages initiatives.

A director is not required to hold any shares in our company to qualify to serve as a director.

Board Practices Our board of directors consists of five directors. A director is not required to hold any shares in our company to qualify to serve as a director.

As of March 31, 2023, a total of 13,558,936 ADSs, representing 54,235,744 Class A ordinary shares, were held by holders of record in the United States, representing approximately 25.4% of our total outstanding shares. None of our outstanding Class B ordinary shares were held by holders of record in the United States.

As of March 31, 2024, a total of 13,687,485 ADSs, representing 54,749,940 Class A ordinary shares, were held by holders of record in the United States, representing approximately 25.8% of our total outstanding shares. None of our outstanding Class B ordinary shares were held by holders of record in the United States.

Employees We and the VIE Group had 894, 706 and 796 employees as of December 31, 2020, 2021 and 2022, respectively. As of December 31, 2022, 776 of our and the VIE Group’s employees were located in Shanghai, 8 in Beijing, 1 in certain other city in China, 9 in Nigeria, 125 and 2 in Singapore.

Employees We and the VIE Group had 706, 796 and 925 employees as of December 31, 2021, 2022 and 2023, respectively. As of December 31, 2023, 885 of our and the VIE Group’s employees were located in Shanghai, 18 in Beijing, 4 in certain other city in China, 16 in Nigeria, and 2 in Singapore.

Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2023 by: • each of our directors and executive officers; • each person known to us to beneficially own more than 5% of our ordinary shares.

Share Ownership The following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2024 by: • each of our directors and executive officers; • each person known to us to beneficially own more than 5% of our ordinary shares. 124 Our total number of ordinary shares outstanding as of March 31, 2024 was 212,129,944, which includes 54,000,000 ordinary shares held by Dream Glory.

Name Position Ordinary Shares Underlying RSUs Awarded Grant Date Yifang Xu Director and chief risk officer 7,600,000 September 5, 2022 Libin Wang Director and vice president of finance 4,560,000 October 25, 2022 Yi Feng Chief technology officer 3,200,000 September 5, 2022 C. Board Practices Our board of directors consists of five directors.

Name Position Ordinary Shares Underlying RSUs Legally Grant Legally Grant Date Yifang Xu Director and chief risk officer 7,600,000 September 5, 2022 Libin Wang Director and vice president of finance 3,360,000 October 25, 2022 Yi Feng Chief technology officer 3,200,000 September 5, 2022 Chunlin Fan Chief financial officer 2,400,000 April 19, 2023 C.

The calculations in the table below are based on 213,727,404 outstanding ordinary shares (consisting of 105,727,404 Class A ordinary shares (excluding the 2,372,596 Class A ordinary shares in the form of 126 ADSs the issuer repurchased under its share repurchase program and held as treasury shares) and 108,000,000 Class B ordinary shares) as of March 31, 2023.

The calculations in the table below are based on 212,129,944 ordinary shares (being the sum of 104,129,944 Class A ordinary shares (excluding the 3,970,056 Class A ordinary shares in the form of ADSs the issuer repurchased under its share repurchase program and held as treasury shares) and 108,000,000 Class B ordinary shares) of the issuer as of March 31, 2024.

Removed

Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose.

Removed

Our total number of ordinary shares outstanding as of March 31, 2023 was 213,727,404, which includes 54,000,000 ordinary shares held by Dream Glory.

Removed

Yifang Xu is 18th Floor, Building No. 1, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200122, People’s Republic of China. (3) Represents the Class A ordinary shares held directly by Mr. Libin Wang, including 2,159,264 Class A ordinary shares which were vested from RSUs. With respect to such 2,159,264 Class A ordinary shares, Mr.

Removed

Libin Wang has given an irrevocable proxy to vote such ordinary shares to the plan administrator of our 2019 Share Incentive Plan, and as a result, such ordinary shares are excluded from the voting power of Mr. Libin Wang. The business address of Mr.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

14 edited+5 added−8 removed0 unchanged

2022 filing

2023 filing

Biggest changeAs of December 31, 2022, the outstanding balance of the service fees receivable was RMB13.5 million (US$2.0 million), which was fully accrued of credit losses. 129 Loans with related parties In 2022, we provided interest free loans to Aguila Information with a total amount of RMB4.2 million (US$0.6 million). The loan has been collected as of December 31, 2022.

Biggest changeIn 2022, the VIE group provided interest free loans to Shanghai Jiayin with a total amount of RMB35.0 million. As of December 31, 2022, the loan has been collected. In 2022, we and the VIE group rented certain space for annual rental and related fees was of RMB12.5 million.

In October and November 2021, we entered into a loan contract with GAYANG, pursuant to which we provided a total amount of RMB10.6 million to GAYANG for an annual interest rate of 8%, with the term of 360 days. We accrued RMB171,111 and RMB637,976 (US$92,498) of interest in 2021 and 2022 respectively.

In July 2022, we collected RMB1.4 million (US$0.2 million) of the loan. In November 2022, we provided an interest bearing loan to GAYANG for its daily operation with principal of RMB17.2 million (US$2.5 million) and fixed interest rate of 8% after a three-months free of interest duration. GAYANG is controlled by Mr.

In July 2022, we collected RMB1.4 million of the loan. In November 2022, we provided an interest bearing loan to GAYANG for its daily operation with principal of RMB17.2 million (US$2.4 million) and fixed interest rate of 8% after a three-months free of interest duration.

As of December 31, 2021, the outstanding balance of the service fees receivable was RMB32.6 million, and the accrued credit losses were RMB16.1 million based on subsequent collection analysis.

As of December 31, 2021, the outstanding balance of the service fees receivable was RMB32.6 million, and the accrued credit losses were RMB16.1 million based on subsequent collection analysis. As of December 31, 2022, the outstanding balance of the service fees receivable was RMB13.5 million, which was fully accrued of credit losses.

In July and August 2021, we provided loans to GAYANG (HongKong) Co., Limited (hereinafter referred to as “GAYANG”) for its daily operation free of interest with principal of RMB20.7 million, of which RMB11.5 million was collected in September 2021 and RMB9.2 million was collected in July 2022.

In July and August 2021, we provided loans to GAYANG for its daily operation free of interest with principal of RMB20.7 million, of which RMB11.5 million was collected in September 2021 and RMB9.2 million was collected in July 2022.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Transactions with Jiayin Zhuoyue and Jiayin (Shanghai) We and the VIE group engaged Jiayin Zhuoyue to refer investors to us and engaged Jiayin (Shanghai) to refer borrowers to us.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Transactions with Jiayin Zhuoyue We and the VIE group engaged Shanghai Jiayin Zhuoyue Enterprise Management Co., Ltd.

(See note 10 to the consolidated financial statements on page F-31 for further details.) We charged RMB34.6 million and RMB6.6 million (US$1.0 million) from Aguila Information for the service fees provided in 2021 and 2022, respectively.

(See note 6 to the consolidated financial statements on page F-29 for further details.) We charged RMB34.6 million, RMB6.6 million and nil from Aguila Information for the service fees provided in 2021, 2022 and 2023, respectively.

Amounts due to Jiayin Zhuoyue was RMB3.4 million, RMB4.5 million and RMB407,640 (US$59,102) as of December 31, 2020, 2021, and 2022, respectively. Transactions with Shanghai Jiayin Shanghai Jiayin is controlled by Mr. Dinggui Yan, our founder, director and chief executive officer.

Amounts due to Jiayin Zhuoyue was RMB4.5 million, RMB0.4 million and RMB11.3 million (US$1.6 million) as of December 31, 2021, 2022, and 2023, respectively. Transactions with Shanghai Jiayin Shanghai Jiayin is controlled by Mr. Dinggui Yan, our founder, director and chief executive officer.

Dinggui Yan, our founder, director and chief executive officer. As of December 31, 2022, the loans has an outstanding balance of RMB27.2 million (US$3.9 million), among which, RMB10.0 million (US$1.4 million) was accrued of credit losses. In February 2023, the outstanding balance of RMB17.2 million (US$2.5 million) has been collected.

As of 127 December 31, 2022, the loans have an outstanding balance of RMB27.2 million, among which, RMB10.0 million was accrued of credit losses. In February 2023, the outstanding balance of RMB17.2 million has been collected.

In 2022, the VIE group provided interest free loans to Shanghai Jiayin with a total amount of RMB35.0 million (US$5.1 million). The company is controlled by Mr. Dinggui Yan, our founder, director and chief executive officer. The loan has been collected as of December 31, 2022.

In 2022, we provided interest free loans to Aguila Information with a total amount of RMB4.2 million. As of December 31, 2022, the loan has been collected. Transactions with GAYANG (HongKong) Co., Limited(“GAYANG”) GAYANG is controlled by Mr. Dinggui Yan, our founder, director and chief executive officer.

Information on the Company—C. Organizational Structure.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.” C. Interest of Experts and Counsel Not applicable. 130

Contractual Arrangements with Jiayin Technology and Its Shareholders See “Item 4. Information on the Company—C. Organizational Structure.” Collaboration Agreement with Shanghai Caiyin See “Item 4. Information on the Company—C. Organizational Structure.” Share Incentive Plan See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans.” Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B.

Transactions with Keen Best On March 13, 2020, our wholly owned subsidiary Geerong (HK) and another independent purchaser entered into a share purchase agreement with China Smartpay, pursuant to which, among others, Geerong (HK) agreed, subject to certain conditions, to acquire 35 ordinary shares of Keen Best, representing 35% equity interest in Keen Best, a wholly-owned subsidiary of China Smartpay.

Transactions with Keen Best In 2020, we, through our subsidiary, Geerong (HK) and another independent purchaser entered into a share purchase agreement with China Smartpay Group Holdings Limited (“China Smartpay”), to acquire 35 ordinary shares of Keen Best Investment Limited (“Keen Best”), representing 35% equity interest in Keen Best, a wholly-owned subsidiary of China Smartpay for an amount of RMB92.0 million.

We incurred RMB0.4 million of fees to Limahui in 2020, all service fees payable to Limahui were fully paid in 2020. Transactions with Aguila Information, S.A.P.I. de C.V. (“Aguila Information”) We are engaged by Aguila Information to provide business and operational support services. On January 5, 2021, Aguila Information was deconsolidated by us and deemed as our related party.

(“Aguila Information”) We are engaged by Aguila Information to provide business and operational support services. On January 5, 2021, Aguila Information was deconsolidated by us and deemed as our related party.

We and the VIE group incurred RMB55.2 million, RMB77.0 million and RMB122.9 million (US$17.8 million) of referral service fees to Jiayin Zhuoyue in 2020, 2021 and 2022, respectively, and incurred RMB9.0 million of referral service fees to Jiayin (Shanghai) in 2020.

Jiayin Zhuoyue is controlled by Mr. Dinggui Yan, our founder, director and chief executive officer. We and the VIE group incurred RMB77.0 million, RMB122.9 million and RMB115.5 million (US$16.3 million) of referral service fees to Jiayin Zhuoyue in 2021, 2022 and 2023, respectively.

Removed

We and the VIE group paid Jiayin Zhuoyue and Jiayin (Shanghai) referral service fees. Jiayin Zhuoyue is controlled by Mr. Dinggui Yan, our founder, director and chief executive officer. Jiayin (Shanghai) was controlled by Mr. Dinggui Yan, our founder, director and chief executive officer, and was no longer our related party since August 2020 due to the change of shareholder.

Added

(“Jiayin Zhuoyue”, formerly known as “Shanghai Jiayin Zhuoyue Wealth Management Co., Ltd.”) to refer investors to us and engaged Jiayin (Shanghai) Information Service Co., Ltd. (“Jiayin (Shanghai))”, formerly known as “Jiayin (Shanghai) Finance Information Service Co., Ltd.” refer borrowers to us. We and the VIE group paid Jiayin Zhuoyue and Jiayin (Shanghai) referral service fees.

Removed

In 2020, we and the VIE group rented certain office space from Shanghai Jiayin and were charged of annual rental and other related fees of RMB5.8 million, which was fully paid in 2020. In 2022, we and the VIE group continued to rent such space for annual rental and other related fees of RMB12.5 million (US$1.8 million).

Added

In 2023, we and the VIE group continued to rent such space for annual rental and other related fees of and RMB2.5 million (US$0.4 million). As of December 31, 2023, the outstanding balance of the service fees payable has been paid. Transactions with Aguila Information, S.A.P.I. de C.V.

Removed

As of December 31, 2022, the outstanding balance of the service fees payable was RMB158,059 (US$22,916). Transactions with Kailiantong Payment Service Co., Ltd. (“Kailiantong”) We and the VIE group engaged Kailiantong, a licensed third-party payment processing company, to process certain payments in the course of our business and paid them transaction processing fees since 2017.

Added

For the years ended December 31, 2021, 2022 and 2023, we recognized the Group’s proportionate share of the equity investee’s net loss into earnings in the amount of RMB0.8 million, RMB1.2 million and RMB2.0 million (US$0.3 million), respectively. In 2023, the VIE group provided non-interest bearing loans to Keen Best with a total amount of RMB13.9 million (US$2.0 million).

Removed

Kailiantong is a consolidated subsidiary of China Smartpay, on which Mr. Dinggui Yan, our founder, director and chief executive officer once was capable of exercising significant influence. In 2020, we and the VIE group charged RMB6.2 million from Kailiantong for the services provided. Our Founder, Mr. Dinggui Yan, disposed certain percentage of China Smartpay’s equity in September 2020.

Added

Keen Best is one of our affiliate enterprises. The loan has been fully repaid as of December 31, 2023. As of December 31, 2023, we were no longer able to exert significant influence over Keen Best. Considering the business forecast of the investee, we fully impaired this investment in 2023.

Removed

As such, Kailiantong was no longer our related party since September 2020. Transactions with Limahui Technology Co., Ltd (“Limahui”) The VIE group engaged Limahui, an internet catering service company, to provide internet catering service for employees of the Company. Limahui was the entity influenced by Mr. Guanglin Zhang in the first three quarters of 2020.

Added

Compensation—Employment Agreements and Indemnification Agreements.” C. Interest of Experts and Counsel Not applicable.

Removed

Mr. Dinggui Yan, our founder, director and chief executive officer beneficially owns approximately 29.8% equity interest in China Smartpay. This acquisition was closed in September 2020. The purchase price for the Shares is HK$105,000,000, which has been settled by offsetting against the receivables held by the Company from Smartpay. Transactions with Shanghai Zhundian Shanghai Zhundian Enterprise Service Co., Ltd.

Removed

(“Shanghai Zhundian”) (formerly known as “Shanghai Limahui E-Commerce Co., Ltd”) was a related party controlled by Yan Dinggui, the Chairman of Jiayin Group during the period of January, 2020 to April, 2020. On April 22, 2020, Shanghai Zhundian was acquired by Jiayin Finance, and becomes a wholly-owned subsidiary of Jiayin Group Inc.

Removed

The consideration is nil, and the Group recorded RMB3,000 in APIC as it is a combination under common control and the net assets of Shanghai Zhundian on the acquisition date was RMB3,000. Contractual Arrangements with Jiayin Finance and Its Shareholders See “Item 4. Information on the Company—C. Organizational Structure.” Collaboration Agreement with Shanghai Caiyin See “Item 4.

Other JFIN 10-K year-over-year comparisons

JFIN 10-K 2023 vs 2024