嘉银科技 2025年年度报告和过渡报告

Date of event requiring this shell company reportCommission file number:001-38806 Jiayin Group Inc.(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(g) of the Act:None(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None(Title of Class) There were 213,478,184 ordinary shares outstanding, consisting of105,478,184Class A ordinary shares and108,000,000Class B ordinaryshares, par value US$0.000000005 per share, as of December 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or15(d) of the Securities Exchange Act of 1934.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growthcompany. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Checkone): Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant toSection 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected to follow.Item 17☐Item 18☐ TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING STATEMENTS2PART I3ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS6ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE6ITEM 3. KEY INFORMATION6ITEM 4. INFORMATION ON THE COMPANY69ITEM 4A. UNRESOLVED STAFF COMMENTS99ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS99ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES113ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS123ITEM 8. FINANCIAL INFORMATION125ITEM 9. THE OFFER AND LISTING126ITEM 10. ADDITIONAL INFORMATION126ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK139ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES140PART II142ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES142ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS142ITEM 15. CONTROLS AND PROCEDURES142ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT142ITEM 16B. CODE OF ETHICS143ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES143ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES143ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS143ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT144ITEM 16G. CORPORATE GOVERNANCE145ITEM 16H. MINE SAFETY DISCLOSURE145ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS145ITEM 16J. INSIDER TRADING POLICIES145I