Schedule 13G Amendment No. 2

NAME OF REPORTING PERSONS

New Dream Capital Holdings Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SC 13G/A 1 d302120dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Jiayin Group Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.000000005 per share

(Title of Class of Securities)

47737C104

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

CUSIP NO.: 47737C104

¹ As a percentage of 216,100,000 ordinary shares (being the sum of 108,100,000 Class A ordinary shares and 108,000,000 Class B ordinary shares) of the issuer as of December 31, 2021.

CUSIP NO.: 47737C104

¹ As a percentage of 216,100,000 ordinary shares (being the sum of 108,100,000 Class A ordinary shares and 108,000,000 Class B ordinary shares) of the issuer as of December 31, 2021.

Item 1(a).

Name of Issuer:

Jiayin Group Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

18th Floor, Building No. 1, Youyou Century Plaza, 428 South Yanggao Road, Pudong New Area, Shanghai 200122, People’s Republic of China

Item 2(a).

Name of Person Filing:

New Dream Capital Holdings Limited

Dinggui Yan

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The address of New Dream Capital Holdings Limited is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

The address of Dinggui Yan is Room 503, No. 7, Lane 1269, Zhangyang Road, Pudong New Area, Shanghai, People’s Republic of China.

Item 2(c).

Citizenship or Place of Organization:

New Dream Capital Holdings Limited - British Virgin Islands

Dinggui Yan - People’s Republic of China

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value US$0.000000005 per share.

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares will have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:

47737C104

This CUSIP number applies to the issuer’s American depositary shares. Each ADS represents four Class A ordinary shares, par value US$0.000000005 per share.

Item 3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Not applicable

Item 4.

Ownership:


										Number of shares as to which such person has:
Reporting Person	Amount Beneficially Owned			Percent of Class			Percent of Aggregate Voting Power			Sole Power to Vote or Direct the Vote		Shared Power to Vote or to Direct the Vote		Sole Power to Dispose or to Direct the Disposition of		Shared Power to Dispose or to Direct the Disposition of
New Dream Capital Holdings Limited		109,360,000	⁽¹⁾		50.61	%⁽²⁾		91.02	%⁽³⁾		109,360,000		0		109,360,000		0
Dinggui Yan		109,360,000	⁽⁴⁾		50.61	%⁽²⁾		91.02	%⁽³⁾		109,360,000		0		109,360,000		0

(1)

Represents 1,360,000 Class A ordinary shares and 108,000,000 Class B ordinary shares directly held by New Dream Capital Holdings Limited. New Dream Capital Holdings Limited is wholly owned by Mr. Dinggui Yan and Mr. Dinggui Yan is its sole director. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(2)	The percentage of class is based on a total of 216,100,000 ordinary shares (being the sum of 108,100,000 Class A ordinary shares and 108,000,000 Class B ordinary shares) of the issuer outstanding as of December 31, 2021.

(3)

Percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of the Class A and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(4)

Represents 1,360,000 Class A ordinary shares and 108,000,000 Class B ordinary shares held through his wholly owned company, New Dream Capital Holdings Limited. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable

Item 8.

Identification and Classification of Members of the Group:

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

Item 10.

Certifications:

Not applicable

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: January 28, 2022

[Signature Page to Schedule 13G]

LIST OF EXHIBITS


Exhibit No.		Description

99.1		Joint Filing Agreement

SEC Form SC 13G/A filed by Jiayin Group Inc. (Amendment)