|
SECURITIES AND EXCHANGE COMMISSION |
|
|
Washington, D.C. 20549 |
|
|
|
|
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
360 Finance, Inc.
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
88557W 101**
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** CUSIP number 88557W 101 has been assigned to the American depositary shares (ADSs) of the issuer, which are quoted on The Nasdaq Global Market under the symbol QFIN. Each ADS represent two class A ordinary shares of the issuer. No CUSIP number has been assigned to the class A ordinary shares of the issuer.
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).
CUSIP No. 88557W 101 |
13G |
Page 2 of 8 Pages |
1 |
Name of Reporting Person
| ||
2 |
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
| ||
3 |
SEC Use Only
| ||
4 |
Citizenship or Place of Organization
| ||
Number of |
5 |
Sole Voting Power
| |
6 |
Shared Voting Power
| ||
7 |
Sole Dispositive Power
| ||
8 |
Shared Dispositive Power
| ||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
11 |
Percent of Class Represented by Amount in Row 9
| ||
12 |
Type of Reporting Person | ||
CUSIP No. 88557W 101 |
13G |
Page 3 of 8 Pages |
1 |
Name of Reporting Person
| ||
2 |
Check the Appropriate Box if a Member of a Group
(a) o
(b) o
| ||
3 |
SEC Use Only
| ||
4 |
Citizenship or Place of Organization
| ||
Number of |
5 |
Sole Voting Power
| |
6 |
Shared Voting Power
| ||
7 |
Sole Dispositive Power
| ||
8 |
Shared Dispositive Power
| ||
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
| ||
11 |
Percent of Class Represented by Amount in Row 9
| ||
12 |
Type of Reporting Person | ||
(1) Represents 32,074,262 class A ordinary shares directly held by Perseus Technology Limited, a company incorporated in the British Virgin Islands. Perseus Technology Limited is wholly owned by Zhuhai Qixin Xieli Information Technology Co., Ltd.
Item 1(a). |
Name of Issuer: | |
Item 1(b). |
Address of Issuers Principal Executive Offices: | |
| ||
Item 2(a). |
Name of Person Filing: (ii) Zhuhai Qixin Xieli Information Technology Co., Ltd. (collectively, the Reporting Persons) | |
Item 2(b). |
Address of Principal Business Office or, if none, Residence: Start Chambers, Wickhams Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands.
For Zhuhai Qixin Xieli Information Technology Co., Ltd. Room 103-21, Building A, Dongao Cultural Center Building, Wanshan Town, Zhuhai | |
Item 2(c) |
Citizenship: Zhuhai Qixin Xieli Information Technology Co., Ltd. - Peoples Republic of China | |
Item 2(d). |
Title of Class of Securities:
The Issuers ordinary shares consist of class A ordinary shares and class B ordinary shares. Each holder of class A ordinary shares is entitled to one vote per share and each holder of class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into class B ordinary shares under any circumstances. | |
Item 2(e). |
CUSIP Number:
This CUSIP number applies to the American depositary shares of the Issuer. Each American depositary share represent two class A ordinary shares of the Issuer. No CUSIP number has been assigned to the class A ordinary shares of the Issuer. | |
| ||
Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: | |
|
Not applicable | |
Item 4. |
Ownership: | |||||||||||||||
| ||||||||||||||||
Reporting Person |
|
Amount |
|
Percent |
|
Percent of |
|
Sole power to |
|
Shared power |
|
Sole power to |
|
Shared power |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Perseus Technology Limited |
|
32,074,262 |
|
11.2 |
% |
3.1 |
% |
32,074,262 |
|
0 |
|
32,074,262 |
|
0 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Zhuhai Qixin Xieli Information Technology Co., Ltd. |
|
32,074,262 |
|
11.2 |
% |
3.1 |
% |
32,074,262 |
|
0 |
|
32,074,262 |
|
0 |
| |
| ||||||||||||||||
As of December 31, 2018, 32,074,262 class A ordinary shares were directly held by Perseus Technology Limited, a company incorporated in the British Virgin Islands. Perseus Technology Limited is wholly owned by Zhuhai Qixin Xieli Information Technology Co., Ltd.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 287,652,707 ordinary shares (being the sum of 247,832,121 class A ordinary shares and 39,820,586 class B ordinary shares) of the Issuer outstanding as of December 31, 2018. Each holder of class A ordinary shares is entitled to one vote per share and each holder of class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into class A ordinary shares on a one-for-one basis. 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 Controlling 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2019
|
Perseus Technology Limited | |
|
| |
|
By: |
/s/ Yue Dazhou |
|
Name: |
Yue Dazhou |
|
Title: |
Director |
|
| |
|
Zhuhai Qixin Xieli Information Technology Co., Ltd. | |
|
| |
|
By: |
/s/ Yue Dazhou |
|
Name: |
Yue Dazhou |
|
Title: |
Executive Director |
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of class A ordinary shares, par value of $0.00001 per share, of 360 Finance, Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2019.
|
Perseus Technology Limited | |
|
| |
|
By: |
/s/ Yue Dazhou |
|
Name: |
Yue Dazhou |
|
Title: |
Director |
|
| |
|
Zhuhai Qixin Xieli Information Technology Co., Ltd. | |
|
| |
|
By: |
/s/ Yue Dazhou |
|
Name: |
Yue Dazhou |
|
Title: |
Executive Director |