Qifu Technology, Inc.

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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell the securities and is not soliciting offers to buy the securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-268425

SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2022

Preliminary Prospectus Supplement
(To Prospectus dated November 17, 2022)

360 DigiTech, Inc.

5,540,000 Class A Ordinary Shares

This prospectus supplement relates to an offering of an aggregate of 5,540,000 class A ordinary shares, par value US$0.00001 per share, of 360 DigiTech, Inc. We are offering 5,540,000 class A ordinary shares, par value US$0.00001 per share, consisting of an international offering of 4,980,000 class A ordinary shares offered hereby, and a Hong Kong public offering of 560,000 class A ordinary shares. The public offering price for the international offering and the Hong Kong public offering is HK$ per class A ordinary share, or approximately US$ per class A ordinary share based on an exchange rate of HK$7.8499 to US$1.00.

As of the date of this prospectus supplement, our share capital comprises class A ordinary shares and class B ordinary shares. Each class B ordinary share is entitled to 20 votes, and each class A ordinary share is entitled to one vote on all matters subject to vote at a general meeting of us. Immediately upon the completion of our secondary listing on the Hong Kong Stock Exchange, all the class B ordinary shares will be converted into class A ordinary shares on a one-for-one basis pursuant to the conversion notice delivered by Aerovane Company Limited to the Company. As a result, no class B ordinary shares of us will be issued or outstanding.

ADSs representing our class A ordinary shares are listed on the Nasdaq Global Select Market under the symbol “QFIN.” On November 16, 2022, the last reported trading price of the ADSs on the Nasdaq was US$14.87 per ADS, or HK$116.73 per class A ordinary share, based upon an exchange rate of HK$7.8499 to US$1.00.

The allocation of class A ordinary shares between the international offering and the Hong Kong public offering is subject to reallocation. For more information, see “Underwriting” beginning on page S-66 of this prospectus supplement. The public offering price in the international offering may differ from the public offering price in the Hong Kong public offering. See “Underwriting — Pricing.” The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for class A ordinary shares sold in the United States, as well as for class A ordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States.

Approval-in-principle has been granted by the Hong Kong Stock Exchange for the listing of, and permission to deal in, our class A ordinary shares on the Hong Kong Stock Exchange pursuant to Chapter 19C of the Hong Kong Stock Exchange Listing Rules under the stock code “3660.”

See “Risk Factors” beginning on page S-27 of this prospectus supplement and in any documents incorporated by reference into this prospectus supplement for a discussion of certain risks that should be considered in connection with an investment in our class A ordinary shares.

360 DigiTech, Inc. is not a Chinese operating company but rather a Cayman Islands holding company that does not conduct business directly and has no equity ownership in its variable interest entities, or the VIEs. We conduct our operations in China through (i) our PRC subsidiaries and (ii) the VIEs with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign

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investment in internet-based businesses, such as the distribution of online information. For example, foreign investors are generally not allowed to own more than 50% of the equity interests in a value-added telecommunications service provider in accordance with the Special Management Measures for the Access of Foreign Investment (Negative List) and other applicable laws and regulations. We are a Cayman Islands company and our PRC subsidiaries are considered foreign-invested enterprises. Accordingly, we operate certain of our businesses in China through the VIEs, and rely on contractual arrangements among our PRC subsidiaries, the VIEs and the nominee shareholders of the VIEs to control the business operations of the VIEs. As used in this prospectus supplement, “we,” “us,” “our company,” “our,” or “360 DigiTech,” refers to 360 DigiTech, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and their subsidiaries in China, including but not limited to Shanghai Qiyu, Fuzhou Financing Guarantee and Shanghai Financing Guarantee. Investors in the ADSs are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

However, the contractual arrangements may not be as effective as direct ownership in providing us with control over the VIEs and we may incur substantial costs to enforce the terms of the arrangements. All of these contractual arrangements are governed by and interpreted in accordance with PRC law, and disputes arising from these contractual arrangements between us and the VIEs will be resolved through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes arising from these contracts would be resolved in accordance with PRC legal procedures. These arrangements have not been tested in arbitral tribunals or courts. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States, and the uncertainties involved in it could limit our ability to enforce these contractual arrangements. Further, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary.

There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and its nominee shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries and VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole. For a detailed description of the risks associated with our corporate structure, please refer to “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure” in our annual report on Form 20-F for the fiscal year ended December 31, 2021, or our 2021 Form 20-F, filed with the United States Securities and Exchange Commission, or the SEC, on April 28, 2022 and “Risk Factors — Risks Related to Our Corporate Structure” in Exhibit 99.1 to our current report on Form 6-K furnished to the SEC on November 14, 2022, or the Super 6-K.

We face various legal and operational risks and uncertainties associated with being based in or having our operations primarily conducted in China and the complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, as well as the lack of inspection by the Public Company Accounting Oversight Board, or the PCAOB, on our auditors, which may impact our ability to conduct certain businesses, accept foreign investments, or list on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of ADSs and our class A ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of risks related to doing business in China, please refer to “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in China” in our 2021 Form 20-F and “Risk Factors — Risks Related to Doing Business in China” in Exhibit 99.1 to the Super 6-K.

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The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC will prohibit the ADSs or our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB, which may impact our ability to remain listed on a United States or other foreign exchange. December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor is subject to this determination. In May 2022, the SEC conclusively listed 360 DigiTech, Inc. as a Commission-Identified Issuer under the HFCAA, following the filing of our 2021 Form 20-F. In accordance with the HFCAA, our securities will be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States in 2024 if the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China, or in 2023 if proposed changes to the law, or the Accelerating Holding Foreign Companies Accountable Act, are enacted. As a result, the Nasdaq may determine to delist our securities. The related risks and uncertainties could cause the value of the ADSs to significantly decline. On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. For more details, see “Item 3.D. Key Information — Risk Factors — Risks Related to Doing Business in China — The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections” in our 2021 Form 20-F and “Risk Factors — Risks Related to Doing Business in China — The ADSs will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or completely investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” in Exhibit 99.1 to the Super 6-K.

360 DigiTech, Inc. is a holding company with no material operations of its own. We conduct our operations in China primarily through our subsidiaries and the VIEs in China. As a result, although other means are available for us to obtain financing at the holding company level, 360 DigiTech, Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and service fees paid by the VIEs. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to 360 DigiTech, Inc. In addition, our PRC subsidiaries are permitted to pay dividends to 360 DigiTech, Inc. only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries and the VIEs are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. Our PRC subsidiaries and the VIEs conduct business transactions that include provision of services and intercompany loans. The related cash flows between our PRC subsidiaries and the VIEs in 2019, 2020 and 2021 included the following: (A)(i) a net repayment of RMB29.2 million and RMB67.2 million by our PRC subsidiaries to the VIEs in 2019 and 2020, respectively, and a net funding of RMB51.7 million by the VIEs to our PRC subsidiaries in 2021; and (ii) a net repayment of RMB229.5 million, RMB3.6 million and RMB205.5 million by the VIEs to our PRC subsidiaries in 2019, 2020 and 2021, respectively; (B)(i) in 2019, 2020 and 2021, service fees charged and paid to our WFOE by the VIEs amounted to RMB4.3 million, RMB89.7 million and RMB5,001.9 million, respectively; in 2019, 2020 and 2021, service fees charged and paid to our other PRC subsidiaries by the VIEs amounted to nil, RMB286.4 million and RMB616.5 million, respectively; and (C)(i) in 2019 and 2020, the VIEs extended loans to our PRC subsidiaries with a net cash outflow of RMB40.2 million and RMB20.0 million, respectively; in 2021, our PRC subsidiaries paid up the outstanding loans and started to extend loans to the VIEs with a net cash outflow of RMB3,658.3 million; in 2019, 2020 and 2021, the total amount of service fees charged and paid to the VIEs by our PRC subsidiaries under the shared service agreement was RMB4.6 million, RMB20.3 million and RMB258.2 million, respectively. In November, our board of directors approved a dividend of US$0.08 per ordinary share, or US$0.16 per ADS, for the third fiscal quarter of 2022, which is expected to be paid on January 18, 2023 to shareholders of record as of the close of business on December 12, 2022. We intend to declare and distribute a recurring cash dividend every fiscal quarter, starting from the third fiscal quarter of 2021, at an amount equivalent to approximately 15% to 20% of our company’s net income for such quarter based upon our operations and financial conditions, and other relevant factors, subject to

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adjustment and determination by the board of directors of 360 DigiTech, Inc. See “Dividend Policy.” For details about the amounts of the quarterly dividend we paid in the past, please refer to Exhibit 99.1, entitled “Audited consolidated financial statements of 360 DigiTech Inc. as of and for the six months ended June 30, 2022,” to our current report on Form 6-K furnished to the SEC on November 14, 2022. For more details, see “Prospectus Supplement Summary — Cash and Asset Flows Through Our Organization” in this prospectus supplement.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This prospectus supplement, the accompanying prospectus and the documents referred to herein are not to be issued, circulated or distributed to the public in Hong Kong and do not constitute an offer to sell nor a solicitation of an offer to buy any securities to the public in Hong Kong. Neither this document nor anything referred to herein forms the basis for any contract or commitment whatsoever. For the avoidance of doubt, the publication of this prospectus supplement and the document referred to herein shall not be deemed to be an offer of securities made pursuant to a prospectus issued by or on behalf of us or any other person for the purposes of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong nor shall it constitute an advertisement, invitation or document containing an invitation to the public to enter into or offer to enter into an agreement to acquire, dispose of, subscribe for or underwrite securities for the purposes of the Securities and Futures Ordinance (Cap. 571) of Hong Kong. A copy of this prospectus supplement and the document referred to herein may, however, be issued in Hong Kong only to “professional investors” within the meaning as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder.

PRICE HK$ PER CLASS A ORDINARY SHARE

	Per Class A Ordinary Share	Total
Public offering price	HK$ (1)	HK$
Underwriting discounts and commissions(2)	HK$	HK$
Proceeds to us (before expenses)(3)	HK$	HK$

(1)

Equivalent to US$ per ADS, based upon each ADS representing two class A ordinary shares and an exchange rate of HK$7.8499 to US$1.00 as of November 4, 2022, as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System.

(2)

See “Underwriting” beginning on page S-66 of this prospectus supplement for additional information regarding total underwriting compensation.

(3)

Includes estimated net proceeds of HK$ from the sale of 560,000 class A ordinary shares in the Hong Kong public offering.

We have granted the international underwriters the option, exercisable by Citigroup Global Markets Asia Limited, the stabilizing manager, on behalf of the international underwriters, to purchase up to an additional 830,000 class A ordinary shares at the public offering price until 30 days after the last day for the lodging of applications under the Hong Kong public offering. The stabilizing manager is expected to enter into a borrowing arrangement with Splendid Tiger Limited to facilitate the settlement of over-allocations. The stabilizing manager is obligated to return class A ordinary shares to Splendid Tiger Limited by exercising the option to purchase additional class A ordinary shares from us or by making purchases in the open market. No fees or other remuneration will be paid by the underwriters to us or Splendid Tiger Limited for the loan of these class A ordinary shares.

The underwriters expect to deliver the class A ordinary shares against payment therefor through the facilities of the Central Clearing and Settlement System on or around , 2022.

Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers

Citigroup

CICC

Joint Bookrunners and Joint Lead Managers

CCBI

FUTU

Tiger Brokers

Joint Lead Manager

Livermore

Prospectus supplement dated , 2022.

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Prospectus Supplement

	ABOUT THIS PROSPECTUS SUPPLEMENT					S-iii
	WHERE YOU CAN FIND MORE INFORMATION					S-vi
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					S-vii
	SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS					S-viii
	PROSPECTUS SUPPLEMENT SUMMARY					S-1
	THE GLOBAL OFFERING					S-25
	RISK FACTORS					S-27
	CERTAIN FINANCIAL DATA					S-41
	USE OF PROCEEDS					S-45
	CAPITALIZATION					S-48
	DILUTION					S-49
	MANAGEMENT					S-50
	PRINCIPAL SHAREHOLDERS					S-58
	DIVIDEND POLICY					S-61
	SHARES ELIGIBLE FOR FUTURE SALE					S-62
	INTERCHANGE BETWEEN CLASS A ORDINARY SHARES AND ADSs					S-63
	UNDERWRITING					S-66
	TAXATION					S-86
	LEGAL MATTERS					S-92
	EXPERTS					S-93

Prospectus

	ABOUT THIS PROSPECTUS					1
	FORWARD-LOOKING STATEMENTS					2
	OUR COMPANY					3
	CORPORATE INFORMATION					4
	RISK FACTORS					5
	USE OF PROCEEDS					6
	DESCRIPTION OF SHARE CAPITAL					7
	DESCRIPTION OF AMERICAN DEPOSITARY SHARES					18
	ENFORCEABILITY OF CIVIL LIABILITIES					26
	TAXATION					28
	SELLING SHAREHOLDERS					29
	PLAN OF DISTRIBUTION					30
	LEGAL MATTERS					32
	EXPERTS					33
	WHERE YOU CAN FIND MORE INFORMATION ABOUT US					34
	INCORPORATION OF DOCUMENTS BY REFERENCE					35

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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus, or any other offering materials we file with the SEC. We have not, Splendid Tiger Limited has not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. None of the underwriters, Splendid Tiger Limited, or us is making an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of each of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or the underwriter to subscribe for and purchase, any of the class A ordinary shares and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of the Global Offering and other matters relating to us and our financial condition. The second part, the base prospectus, presents more general information about this offering. The base prospectus was included in the registration statement on Form F-3 (File No. 333-268425) that we filed with the SEC on November 17, 2022 and has been updated since that time with additional information that is incorporated by reference. Generally, when we refer only to the “prospectus,” we are referring to both parts combined, and when we refer to the “accompanying prospectus,” we are referring to the base prospectus as updated through incorporation by reference.

If information in this prospectus supplement differs from information in the accompanying prospectus, you should rely on the information in this prospectus supplement.

Other than the Hong Kong public offering, no action is being taken in any jurisdiction outside the United States to permit a public offering of the class A ordinary shares, and no action is being taken in any jurisdiction outside the United States to permit the possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to the Global Offering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction.

You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisors for legal, tax, business, financial and related advice regarding the purchase of any of the securities offered by this prospectus supplement.

In this prospectus supplement, unless otherwise indicated or unless the context otherwise requires:

•

“360 DigiTech,” “we,” “us,” “our company” and “our” are to 360 DigiTech, Inc. and its subsidiaries, and, in the context of describing our operations and consolidated financial information, our VIEs in China and their respective subsidiaries;

•

“360 Group” is to 360 Security Technology Inc. and its controlled affiliates and predecessors;

•

“ADSs” are to American depositary shares, each of which represents two of our class A ordinary shares;

•

“China” or “the PRC” is to the People’s Republic of China, excluding, for the purposes of this prospectus supplement only, Taiwan and the special administrative regions of Hong Kong and Macau, except where the context otherwise requires;

•

“class A ordinary shares” are to our class A ordinary shares, par value US$0.00001 per share;

•

“class B ordinary shares” are to our class B ordinary shares, par value US$0.00001 per share;

•

“Fuzhou Financing Guarantee” is to Fuzhou 360 Financing Guarantee Co., Ltd.;

•

“Fuzhou Microcredit” is to Fuzhou 360 Online Microcredit Co., Ltd.;

•

“HK Qirui” is to HK Qirui International Technology Company Limited;

•

“shares,” or “ordinary shares” are to our class A ordinary shares and class B ordinary shares, as applicable, par value US$0.00001 per share;

•

“Listing Date” is to the date, expected to be on or about November 29, 2022 on which the class A ordinary shares are listed on the main board of the Hong Kong Stock Exchange and from which dealings in the class A ordinary shares are permitted to commence on the main board of the Hong Kong Stock Exchange;

•

“variable interest entities,” “VIE” or “VIEs” are to Shanghai Qiyu, Fuzhou Financing Guarantee and Shanghai Financing Guarantee;

•

“WFOE” or “Shanghai Qiyue” is to Shanghai Qiyue Information & Technology Co., Ltd.;

•

“RMB” or “Renminbi” is to Renminbi, the legal currency of the PRC;

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•

“Shanghai Financing Guarantee” is to Shanghai 360 Financing Guarantee Co., Ltd. (now known as Shanghai Qiyaoxin Technology Co., Ltd.);

•

“Shanghai Qibutianxia” is to Shanghai Qibutianxia Information Technology Co., Ltd. (formerly known as Beijing Qibutianxia Technology Co., Ltd.);

•

“Shanghai Qiyu” is to Shanghai Qiyu Information & Technology Co., Ltd.;

•

“US$” or “U.S. dollars” is to United States dollars, the lawful currency of the United States;

•

“U.S. GAAP” is to accounting principles generally accepted in the United States; and

•

all references to “RMB” or “renminbi” are to the legal currency of China, all references to “$,” “dollars,” “US$” and “U.S. dollars” are to the legal currency of the United States, and all references to “HK$” or “Hong Kong dollars” are to the legal currency of Hong Kong. Unless otherwise stated, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this document were made at a rate of RMB6.6981 to US$1.00, the exchange rate on June 30, 2022 set forth in the H.10 statistical release of the U.S. Federal Reserve Board.

In addition, unless the context indicates otherwise, for the discussion of our business references in this prospectus supplement to:

•

“180 day+ vintage delinquency rate” is to a percentage, which is equal to (i) the total amount of principal for all loans facilitated by our Group in a fiscal quarter that become delinquent for more than 180 days, less the total amount of recovered past due principal for all loans facilitated by our Group that were delinquent for more than 180 days in the same fiscal quarter, divided by (ii) the total initial principal amount of loans facilitated by our Group in such fiscal quarter; loans under Intelligent Credit Engine and other technology solutions are not included in the delinquency rate calculation;

•

“30 day collection rate” is to a percentage, which is equal to (i) the amount of principal that is repaid in one month among the total amount of principal that is overdue as of a specified date, divided by (ii) the total amount of principal that is overdue as of such specified date;

•

“30 day+ delinquency rate” is to a percentage, which is equal to (i) the outstanding loan balance of on- and off-balance sheet loans facilitated by our Group that are 31 to 180 calendar days past due, divided by (ii) the total outstanding loan balance of on- and off-balance sheet loans facilitated by our Group across our platform as of a specific date; loans that are charged-off and loans under Intelligent Credit Engine and other technology solutions are not included in the delinquency rate calculation;

•

“30 day+ vintage delinquency rate” is to a percentage, which is equal to (i) the total amount of principal for all loans facilitated by our Group in a fiscal quarter that become delinquent for more than 30 days, less the total amount of recovered past due principal for all loans facilitated by our Group that were delinquent for more than 30 days in the same fiscal quarter, divided by (ii) the total initial principal amount of loans facilitated by our Group in such fiscal quarter; loans under Intelligent Credit Engine and other technology solutions are not included in the delinquency rate calculation;

•

“90 day+ delinquency rate” is to a percentage, which is equal to (i) the outstanding loan balance of on- and off-balance sheet loans facilitated by our Group that are 91 to 180 calendar days past due, divided by (ii) the total outstanding loan balance of on- and off-balance sheet loans facilitated by our Group across our platform as of a specific date; loans that are charged-off and loans under Intelligent Credit Engine and other technology solutions are not included in the delinquency rate calculation;

•

“Capital-light model” is to a comprehensive suite of technology-enabled loan facilitation services spanning the loan lifecycle, from borrower acquisition, technology empowerment in credit assessment to post-facilitation services, under which we currently do not take any credit risk;

•

“Credit-Tech” is to credit technology services, which refer to services using technology solutions to empower and enhance credit services, and are characterized by distinguished efficiency and quality;

•

“loan facilitation volume” is to the total principal amount of loans facilitated or originated by, as the context mandates, a Credit-Tech platform, a traditional financial institution or other market players in the credit industry; in the context of loan facilitate volume of loans facilitated or originated by us, the total principal

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amount of loans facilitated or originated during the given period, including loan volume facilitated through Intelligence Credit Engine (ICE) and other technology solutions;

•

“outstanding loan balance” is to the total amount of principal outstanding for loans facilitated or originated by a Credit-Tech platform, as the context mandates, a traditional financial institution or other market players in the credit industry at the end of each period; in the context of the outstanding balance of loans facilitated or originated by us, the total amount of principal outstanding for loans facilitated or originated at the end of each period, including loan balance for ICE and other technology solutions excluding loans delinquent for more than 180 days;

•

“repeat borrower contribution” or “loan origination contributed by repeat borrowers” is to a percentage, the numerator of which is the principal amount of loans borrowed during that period by borrowers who had historically made at least one successful drawdown, and the denominator of which is the total loan facilitation volume through our platform during that period;

•

“SME” is to small- and micro-enterprises and owners of small- and micro-enterprises; and

•

“users with approved credit lines” are to users who have submitted their credit applications and are approved with a credit line at the end of each period.

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and, in accordance with the Exchange Act, we file annual reports and other information with the SEC. Information we file with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov.

This prospectus supplement is part of a registration statement that we filed with the SEC, using a “shelf” registration process under the Securities Act of 1933, as amended, or the Securities Act, relating to the securities to be offered. This prospectus supplement does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to 360 DigiTech, Inc. and the securities, reference is hereby made to the registration statement and the prospectus contained therein. The registration statement, including the exhibits thereto, may be inspected on the SEC’s website.

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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with or submit to the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus supplement and the accompanying prospectus. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such documents should not create any implication that there has been no change in our affairs since such date. Information that we file with or submit to the SEC in the future and incorporate by reference will automatically update and supersede the previously filed information. See “Incorporation of Certain Documents by Reference” in the accompanying prospectus for more information. All of the documents incorporated by reference are available at www.sec.gov under 360 DigiTech, Inc., CIK number 0001741530.

We incorporate by reference the documents listed below in this prospectus supplement:

•

our annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the SEC on April 28, 2022 (File No. 001-38752), or our 2021 Form 20-F;

•

our current report on Form 6-K furnished to the SEC on June 13, 2022 (File No. 001-38752), as amended, including Exhibit 4.1, entitled “Rights Agreement, dated as of June 9, 2022, between 360 DigiTech, Inc. and American Stock Transfer & Trust Company, LLC, which includes the form of Rights Certificate as Exhibit A and the form of Summary of Rights to Purchase Class A Ordinary Shares as Exhibit B”;

•

our current report on Form 6-K furnished to the SEC on November 14, 2022 (File No. 001-38752), as amended, or the Super 6-K, including Exhibit 99.1, entitled “360 DigiTech, Inc. Supplemental and Updated Disclosures”;

•

our current report on Form 6-K furnished to the SEC on November 14, 2022 (File No. 001-38752), as amended, including Exhibit 99.1, entitled “Audited consolidated financial statements of 360 DigiTech Inc. as of and for the six months ended June 30, 2022”, and Exhibit 99.2, entitled “Unaudited interim condensed consolidated financial statements of 360 DigiTech Inc. as of and for the nine months ended September 30, 2022”;

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the description of the securities contained in our registration statement on Form 8-A filed with the SEC on December 4, 2018 and the amendment No. 1 to Form 8-A filed with the SEC on December 11, 2018, pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed for the purpose of updating that description; and

•

with respect to the offering of the securities under this prospectus supplement, all subsequent reports on Form 20-F, and any report on Form 6-K that indicates it (or any applicable portions thereof) is being incorporated by reference that we file with or furnish to the SEC on or after the date hereof and until the termination or completion of the offering by means of this prospectus supplement.

Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents unless such exhibits are specially incorporated by reference in this prospectus, will be provided at no cost to each person, including any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:

360 DigiTech, Inc.
7/F Lujiazui Finance Plaza
No. 1217 Dongfang Road
Pudong New Area, Shanghai 200122, People’s Republic of China
Tel: +86 10 5244 7655
Attention: Investor Relations Department

You should rely only on the information that we incorporate by reference or provide in this prospectus or in any applicable prospectus supplement. We have not authorized anyone to provide you with different information. We are not making any offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front of those documents.

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SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus, and the documents incorporated by reference may contain forward-looking statements that involve risks and uncertainties and reflect our current expectations and views of future events. All statements other than statements of historical facts are forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “future,” “potential,” “continue,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These forward-looking statements include, but are not limited to, statements relating to, among other things:

•

our goals and strategies;

•

our future business development, financial conditions and results of operations;

•

our proposed use of proceeds from the sale of equity securities;

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the expected growth of the Credit-Tech industry in China;

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our expectations regarding demand for and market acceptance of our Credit-Tech products;

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our expectations regarding keeping and strengthening our relationships with borrowers, financial institution partners, data partners and other parties we collaborate with;

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competition in our industry; and

•

relevant government policies and regulations relating to our industry.

The forward-looking statements included in this prospectus supplement, in the accompanying prospectus, and in the documents incorporated by reference therein are subject to risks, uncertainties, and assumptions about our company. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations may differ materially from the forward-looking statements as a result of the risk factors disclosed in this prospectus supplement, in the accompanying prospectus, and in the documents incorporated by reference therein. You should read thoroughly this prospectus supplement and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus supplement contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions.

We would like to caution you not to place undue reliance on these forward-looking statements. You should read these statements in conjunction with the risk factors disclosed herein, in the accompanying prospectus, and in the documents incorporated by reference therein for a more complete discussion of the risks of an investment in our securities. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

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PROSPECTUS SUPPLEMENT SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements and notes thereto appearing elsewhere in this prospectus supplement, the accompanying prospectus, and the documents incorporated by reference herein and therein. In addition to this summary, we urge you to read the entire prospectus supplement, the accompanying prospectus, and the documents incorporated by reference carefully, especially the risks of investing in the ADSs discussed under “Risk Factors” of this prospectus supplement, under “Item 3.D. Key Information — Risk Factors” in our 2021 Form 20-F and under “Risk Factors” of the Super 6-K. Our 2021 Form 20-F which contains our audited consolidated financial statements as of December 31, 2020 and 2021 and for the years ended December 31, 2019, 2020, and 2021, the Super 6-K, and our current report on Form 6-K furnished to the SEC on November 14, 2022 which contains our audited consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and our unaudited interim condensed consolidated financial statements as of September 30, 2022 and for the nine months ended September 30, 2022 are incorporated by reference in this prospectus supplement and the accompanying prospectus. This prospectus supplement contains information from an industry report commissioned by us and prepared by Shanghai iResearch Co., Ltd, China, or iResearch, an independent research firm, to provide information regarding our industry. We refer to this report as the iResearch Report.

Who We Are Today

Established in 2016, we are a Credit-Tech platform in China that provides a comprehensive suite of technology services to assist financial institutions and consumers and SMEs in the loan lifecycle, ranging from borrower acquisition, preliminary credit assessment, fund matching and post-facilitation services, with 360 Jietiao app as our primary user interface. We are dedicated to making credit services more accessible and personalized to consumers and SMEs through Credit-Tech services to financial institutions, whereby we deploy our technology solutions to help financial institutions identify the diversified needs of consumers and SMEs, effectively access prospective borrowers that are creditworthy through multi-channels, enhance credit assessment on prospective borrowers, and manage credit risks and improve collection strategies and efficiency, among others. With user insights distilled from long-term engagement with users across life and business scenarios enabled by AI and data analytics, our technology solutions empower financial institutions across different stages of the loan lifecycle, enabling them to extend the reach of services and satisfy the financing needs of consumers and SMEs, and deliver to users more accessible credit services. In turn, we derive service fees from our technology solutions to financial institutions as our primary source of revenue streams. As of June 30, 2022, we had cumulatively facilitated approximately RMB1,127.5 billion (US$168.3 billion) of loans to 25.6 million borrowers. As of the same date, we had 41.3 million users with approved credit lines, accumulatively. As of June 30, 2022, the outstanding balance of consumer loans facilitated by us reached RMB131.1 billion (US$19.6 billion). With a focus on the consumer Credit-Tech market, we have been gradually expanding our services to the SME Credit-Tech market.

We bear credit risks under credit-driven services, under which we either provide guarantee services against potential default risks for the loans funded by our financial institution partners or fund certain loans through trusts and ABSs or Fuzhou Microcredit. As of June 30, 2022, the outstanding loan balance under credit-driven services was RMB67.9 billion (US$10.1 billion). As of June 30, 2022, we recorded guarantee liabilities-contingent for off-balance sheet loans facilitated under credit-driven services of RMB3.3 billion (US$496 million). During the Track Record Period, our repayments to financial institution partners relating to guarantee liabilities-contingent, net of subsequent recoveries from the borrowers, were RMB2.9 billion, RMB3.9 billion, RMB3.3 billion and RMB2.1 billion (US$318 million) in 2019, 2020, 2021 and the six months ended June 30, 2022, respectively.

Drawing on our proprietary technologies, we brought forth an intuitive digital platform enabling financial institutions to offer borrowers revolving lines of credit with flexible loan tenors, available through convenient application processes on our platform. Prospective borrowers are able to obtain a line of credit and select from our diversified loan product portfolio the one that best fits their needs typically within a few minutes after the application is submitted. In this timeframe, our system on the back-end is able to complete credit profiling and fraud detection on a given prospective borrower, matching such borrower and our financial institution partners based on their risk preferences, as well as assisting our financial institution partners in advanced credit assessment and final credit approval. For the six months ended June 30, 2022, 97% of our user profiling and evaluation is automatically completed via AI-enabled algorithms.

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Our value proposition is to connect financial institutions and borrowers through our technology innovations, transforming credit services in a way that is more accessible to consumers and SMEs, while empowering financial institutions across different stages of the loan lifecycle. In particular, we believe our services provide substantial value to the following industry participants:

•

Financial institution partners. We offer technology-driven services, empowering our financial institution partners with an efficient online lending process. Our technology infrastructure seamlessly integrates with those of our financial institution partners, providing them a wide range of technology solutions that collectively deliver real-time automatic borrower acquisition as well as enhanced credit screening, post-facilitation services and other aspects of operations. We avail our financial institution partners of a rapidly growing base of quality borrowers, an expanded scale of credit assets and improved risk-adjusted returns. As of June 30, 2022, we had established partnerships with a total of 133 financial institutions cumulatively, including national and regional banks and consumer finance companies which are non-banking financial institutions that provide loans to individuals for the purpose of consumption.

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Consumers. We target the large and growing population of consumers whose credit demands are underserved or unserved by traditional financial institutions. Such population typically has limited credit history and stable income with promising growth potentials and has great user lifetime values. However, in lack of effective measures to screen off the risk associated therewith, credit services from traditional financial institutions have not effectively penetrated this group. Leveraging our advanced technology and credit profiling capabilities, we are able to effectively identify users with low delinquency risks and convert them into borrowers, thereby enabling financial institutions to extend their borrower reach while availing these borrowers of suitable, easy-to-access financial products with sufficient lines of credit, reasonable pricing and high levels of flexibility. We believe we are chosen by our users because of our well-established industry reputation and the convenient, fast, intuitive and transparent user experience that we offer through our platform.

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SMEs. Since late 2020, we have begun facilitating tailored loan products to quality SMEs. We believe this group is unserved or underserved by traditional financial institutions, which typically focus on providing services to larger enterprises with a long credit history and operating track record, and with tangible collateral for loans. Drawing on our data analytics and credit profiling capabilities, we are equipped to identify those SMEs who are less likely to carry delinquency risks despite their lack of sufficient credit records and tangible collaterals, and convert them into borrowers of our financial institution partners. The tailored products extended through our platform are flexible, collateral-free and satisfactory to the SMEs’ credit needs.

Our Strengths

We believe that the following competitive strengths contribute to our success and growth:

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Distinct competitive edge in a massive and growing market with high entry barrier;

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Strong technology and innovation capabilities;

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Robust credit assessment capabilities repeatedly validated by the market;

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Multichannel and efficient user acquisition with a broad user base;

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Diversified funding sources supported by a broad network of financial institution partners; and

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Experienced management team and entrepreneurial company culture.

Our Growth Strategies

We intend to pursue our mission and vision and grow our business by pursuing the following strategies:

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Further penetrate the consumer Credit-Tech market;

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Advance our technology and risk management empowerment capabilities;

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Further develop our capital-light model and technology solutions;

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Strengthen our partnerships with financial institution partners; and

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Further develop our business in the SME Credit-Tech market.

Summary of Risk Factors

Investing in our class A ordinary shares involves significant risks. You should carefully consider all of the information in this prospectus supplement before making an investment in our class A ordinary shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors.” In addition, you should carefully consider the matters discussed under “Item 3.D. Key Information — Risk Factors” in our 2021 Form 20-F and under “Risk Factors” in Exhibit 99.1 to the Super 6-K, as well as other documents incorporated by reference into the accompanying prospectus.

Risks Related to Our Business and Industry

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The Credit-Tech industry is rapidly evolving, which makes it difficult to effectively assess our future prospects;

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We have a limited operating history and are subject to credit cycles and the risk of deterioration of credit profiles of borrowers;

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We are subject to uncertainties surrounding regulations and administrative measures of the loan facilitation business. If any of our business practices are deemed to be non-compliant with applicable laws and regulations, our business, financial condition and results of operations would be adversely affected;

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We are subject to uncertainties surrounding regulations and administrative measures of micro-lending business and financing guarantee business. If any of our business practices are deemed to be non-compliant with such laws and regulations, our business, financial condition and results of operations would be adversely affected;

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We are subject to uncertainties surrounding regulations and administrative measures of credit reporting business. If any of our business practices is deemed to be non-compliant with such laws and regulations, our business, financial condition and results of operations would be materially and adversely affected;

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The pricing of loans facilitated through our platform may be deemed to exceed interest rate limits imposed by regulations;

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Our transaction process may result in misunderstanding among borrowers;

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Fraudulent activity on our platform could negatively impact our operating results, brand and reputation and cause the use of loan products facilitated by us and our services to decrease;

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We rely on our proprietary credit profiling model in assessing the creditworthiness of borrowers and the risks associated with loans. If our model is flawed or ineffective, or if we otherwise fail or are perceived to fail to manage the default risks of loans facilitated through our platform, our reputation and market share would be materially and adversely affected, which would severely impact our business and results of operations; and

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We rely on our risk management team to establish and execute our risk management policies. If our risk management team or key members of such team were unable or unwilling to continue in their present positions, our business may be severely disrupted.

Risks Related to Our Corporate Structure

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We are a Cayman Islands holding company with no equity ownership in the VIEs and we conduct our operations in China through (i) our PRC subsidiaries and (ii) the VIEs, with which we have maintained contractual arrangements. Investors in the ADSs thus are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in a Cayman Islands holding company. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries, the VIEs, and investors of our company face uncertainty about potential

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future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a whole. The PRC regulatory authorities could disallow the VIEs structure pursuant to the new regulations promulgated by the PRC government, which would likely result in a material adverse change in our operations, and the ADSs or our class A ordinary shares may decline significantly in value;

•

We rely on contractual arrangements with the VIEs and the shareholders of the VIEs for all of our business operations, which may not be as effective as direct ownership in providing operational control;

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Any failure by the VIEs or the shareholders of the VIEs to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business;

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The registered shareholders of the VIEs may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition;

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Contractual arrangements in relation to the VIEs may be subject to scrutiny by the PRC tax authorities and they may determine that we or the VIEs owe additional taxes, which could negatively affect our financial condition and the value of your investment; and

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We may lose the ability to use and enjoy assets held by the VIEs that are material to the operation of our business if the entity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

Risks Related to Doing Business in China

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The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections;

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The ADSs will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or completely investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment;

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The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of the ADSs;

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Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us;

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Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations; and

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The approval of and filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.

Risks Related to the ADSs and Our Class A Ordinary Shares

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As a company applying for listing under Chapter 19C, we adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.

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The market price for the ADSs or our class A ordinary shares may be volatile.

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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for the ADSs and/or our class A ordinary shares and trading volume could decline.

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Techniques employed by short sellers may drive down the market price of the ADSs or our class A ordinary shares.

Risks Related to the Global Offering

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An active trading market for our class A ordinary shares on the Hong Kong Stock Exchange might not develop or be sustained and trading prices of our class A ordinary shares might fluctuate significantly.

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Since there will be a gap of several days between pricing and trading of our class A ordinary shares, the price of the ADSs traded on Nasdaq may fall during this period and could result in a fall in the price of our class A ordinary shares to be traded on the Hong Kong Stock Exchange.

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There is uncertainty as to whether Hong Kong stamp duty will apply to the trading of the ADSs or deposits of our class A ordinary shares in, or withdrawals of our class A ordinary shares from, the ADS facility following our initial public offering in Hong Kong and listing of our class A ordinary shares on the Hong Kong Stock Exchange.

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Purchasers of our class A ordinary shares in the Global Offering will experience immediate dilution and may experience further dilution if we issue additional class A ordinary shares in the future.

Our Shareholding and Corporate Structure

Our Major Shareholder

As of the date of this prospectus supplement, Mr. Hongyi Zhou, or Mr. Zhou, our chairman of the board of directors, is interested in approximately 14.3% of our total issued share capital, representing approximately 75.0% of the aggregate voting power of our total issued and outstanding ordinary shares, after taking into account the super-voting rights of the 39,820,586 class B ordinary shares controlled by Mr. Hongyi Zhou through Aerovene Company Limited. Immediately upon the completion of our secondary listing on the Hong Kong Stock Exchange, all the class B ordinary shares will be converted into class A ordinary shares on a one-for-one basis pursuant to the conversion notice delivered by Aerovane Company Limited to the Company. As a result, no class B ordinary shares of us will be issued or outstanding. Immediately following the completion of the Global Offering, Mr. Zhou will be interested in approximately 14.1% of our total issued ordinary shares, representing approximately 14.1% of the aggregate voting power of our total issued and outstanding ordinary shares. For additional information, see “Principal Shareholders,” as well as other documents that are incorporated by reference into this prospectus supplement.

Unwinding of Dual Class Voting Structure

Under our dual class voting structure, our share capital comprises class A ordinary shares and class B ordinary shares. Each class B ordinary share is entitled to 20 votes, and each class A ordinary share is entitled to one vote on all matters subject to vote at a general meeting of us. Immediately following the completion of the Global Offering, there will be no class B ordinary shares issued or outstanding.

We will hold a general meeting of shareholders within six months after the listing of our class A ordinary shares on the Hong Kong Stock Exchange for the purpose of approving the proposals to amend and restate our articles of association to unwind our dual class voting structure, among other things. Mr. Hongyi Zhou and each of our directors and executive officers have irrevocably undertaken to us to be present (whether in person or by proxy) at this general meeting of shareholders and to vote (if applicable) in favor of the resolution to unwind our dual class voting structure. If such resolution are not passed at this general meeting of shareholders, we will continue to put forth such resolution at each subsequent annual general meeting of shareholders, and Mr. Hongyi Zhou and each of our directors and executive officers have irrevocably undertaken to us continue to be present and vote (if applicable) in favor of such resolutions at such a meetings.

Shareholder Rights Plan

On June 9, 2022, our board of directors authorized the grant of one right, or a Right, for each our outstanding ordinary share to shareholders as recorded in the register of members at the close of business on June 17, 2022, or the Record Date. The description and terms of the Rights are set forth in a Rights Agreement, dated as of June 9, 2022, as the same may be amended from time to time. Or the Rights Agreement, between the Company and American Stock Transfer & Trust Company, LLC. Initially, each Right entitles the registered holder to acquire from us one class A ordinary share or any other shares resulting from successive changes or reclassifications of our class A ordinary shares at a Purchase Price, as defined in the Rights Agreement, per class A ordinary share. Our board of directors adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 10% or more of our ordinary shares without the approval of our board of

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directors. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving us that is not approved by our board of directors. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by our board of directors. For details, please refer to “Description of our Share Capital — Shareholder Rights Plan” on the base prospectus that was included in the registration statement on Form F-3 (File No. 333-268425), which we filed with the SEC on November 17, 2022, and the Super 6-K, which is incorporated in this prospectus by reference.

Our VIE Structure

The following diagram illustrates our corporate structure, including our significant subsidiaries and consolidated variable interest entities of the Company as of September 30, 2022:

[MISSING IMAGE: tm2228449d6-fc_digitechbw.jpg]

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(1)

Each of Shanghai Qiyu and Fuzhou Financing Guarantee is wholly owned by Shanghai Qibutianxia, whose shareholders are beneficial owners of the shares of our company. Shanghai Financing Guarantee is owned by Beijing Zhongxin Baoxin Technology Co., Ltd. and Beijing Qicaitianxia Technology Co., Ltd., which are in turn wholly owned by Shanghai Qibutianxia.

Recent Developments

Financial Results as of and for the Nine Months Ended September 30, 2022

The following sets forth a summary of our selected unaudited condensed consolidated financial data as of and for the nine months ended September 30, 2022. Our selected unaudited condensed consolidated statements of operations data as of and for the nine months ended September 30, 2022 may not be indicative of our financial results for future interim periods or for the full year ended December 31, 2022. This information should be read together with our unaudited interim condensed consolidated financial statements in Exhibit 99.2, entitled “Unaudited interim condensed consolidated financial statements of 360 DigiTech Inc. as of and for the nine months ended September 30, 2022”, to our current report on Form 6-K furnished to the SEC on November 14, 2022. The financial results as of and for the nine months ended September 30, 2022 include translations of financial data in RMB into U.S. dollars for the convenience of the reader. These translations were made at a rate of RMB7.1135 to US$1.00, the exchange rate on September 30, 2022 as set forth in the H.10 statistical release published by the Federal Reserve Board.

Selected Unaudited Condensed Consolidated Statements of Operations Data for the Nine Months Ended September 30, 2022

The following table sets forth our selected unaudited condensed consolidated statements of operations data in absolute amounts and as percentages of our total net revenues for the periods presented:

	Nine months ended September 30,
	2021				2022
	RMB		%		RMB		US$		%
	(in thousands, except for percentages) (unaudited)
Net revenue
Credit-driven services		7,476,006		61.2		8,809,503		1,238,420		69.7
Loan facilitation and servicing fees-capital heavy		1,846,102		15.1		1,724,628		242,444		13.6
Financing income		1,468,075		12.0		2,485,871		349,458		19.7
Revenue from releasing of guarantee liabilities		4,088,453		33.5		4,522,107		635,708		35.8
Other services fees		73,376		0.6		76,897		10,810		0.6
Platform services		4,737,574		38.8		3,837,872		539,520		30.3
Loan facilitation and servicing fees-capital light		4,192,673		34.3		3,169,165		445,514		25.0
Referral services fees		442,889		3.6		468,031		65,795		3.7
Other services fees		102,012		0.9		200,676		28,211		1.5
Total net revenue		12,213,580		100.0		12,647,375		1,777,940		100.0
Operating costs and expenses(1)
Facilitation, origination and servicing		1,662,927		13.6		1,787,872		251,335		14.1
Funding costs		245,995		2.0		366,105		51,466		2.9
Sales and marketing		1,462,210		12.0		1,791,761		251,882		14.2
General and administrative		416,777		3.4		318,869		44,826		2.5
Provision for loans receivable		742,286		6.1		1,098,859		154,475		8.7
Provision for financial assets receivable		173,661		1.4		279,361		39,272		2.2
Provision for accounts receivable and contract assets		286,202		2.4		170,787		24,009		1.4

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	Nine months ended September 30,
	2021				2022
	RMB		%		RMB		US$		%
	(in thousands, except for percentages) (unaudited)
Provision for contingent liabilities		1,918,899		15.7		3,305,458		464,674		26.1
Total operating costs and expenses		6,908,957		56.6		9,119,072		1,281,939		72.1
Income from operations		5,304,623		43.4		3,528,303		496,001		27.9
Interest income, net		109,790		0.9		126,007		17,714		1.0
Foreign exchange gain (loss)		17,897		0.2		(155,241)		(21,823)		(1.2)
Other income, net		38,737		0.3		227,485		31,979		1.8
Investment gain (loss)		10,115		0.1		(8,996)		(1,265)		(0.1)
Income before income tax expense		5,481,162		44.8		3,717,558		522,606		29.4
Income taxes expense		(1,021,956)		(8.4)		(579,891)		(81,520)		(4.6)
Net income		4,459,206		36.4		3,137,667		441,086		24.8
Net (income) loss attributable to non-controlling interests		(42)		(0.0)		14,505		2,039		0.1
Net income attributable to ordinary shareholders of the Company		4,459,164		36.4		3,152,172		443,125		24.9

Note:

(1)

Share-based compensation expenses were allocated as follows:

	Nine months ended September 30,
	2021		2022
	RMB		RMB		US$
	(in thousands) (unaudited)
Facilitation, origination and servicing		53,116		53,490		7,520
Sales and marketing expenses		8,933		2,409		339
General and administrative expenses		134,322		92,484		13,001
Total		196,371		148,383		20,860

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Net revenue

Our total net revenue increased by 3.6% from RMB12,214 million for the nine months ended September 30, 2021 to RMB12,647 million (US$1,778 million) for the same period of 2022, primarily due to the growth of our Credit-Tech business. Within our total revenue, the amount derived from credit-driven services increased by 17.8% from RMB7,476 million for the nine months ended September 30, 2021 to RMB8,810 million (US$1,238 million) for the same period of 2022, and the amount derived from platform services decreased by 19.0% from RMB4,738 million for the nine months ended September 30, 2021 to RMB3,838 million (US$540 million) for the same period of 2022.

•

Loan facilitation and servicing fees. Loan facilitation and servicing fees decreased under the credit-driven services from RMB1,846 million for the nine months ended September 30, 2021 to RMB1,725 million (US$242 million) for the same period of 2022, primarily due to lower average pricing of the off-balance sheet loans under credit-driven services. Loan facilitation and servicing fees decreased under the platform services from RMB4,193 million for the nine months ended September 30, 2021 to RMB3,169 million (US$446 million) for the same period of 2022, primarily due to lower loan facilitation volume and lower average pricing through the capital-light model under our platform services.

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•

Financing income. Financing income increased from RMB1,468 million for the nine months ended September 30, 2021 to RMB2,486 million (US$349 million) for the same period of 2022, primarily due to the increase in outstanding on-balance sheet loan balance.

•

Revenue from releasing of guarantee liabilities. Revenue from releasing of guarantee liabilities increased from RMB4,088 million for the nine months ended September 30, 2021 to RMB4,522 million (US$636 million) for the same period of 2022. This increase was in line with the increase in average outstanding balance of off-balance sheet loans under credit-driven services during the period.

•

Referral services fees. Referral services fees increased from RMB443 million for the nine months ended September 30, 2021 to RMB468 million (US$66 million) for the same period of 2022, primarily due to the growth in facilitation volume through Intelligent Credit Engine (ICE), and partially offset by decrease in transaction volume for referral services.

Operating costs and expenses

Operating costs and expenses increased from RMB6,909 million for the nine months ended September 30, 2021 to RMB9,119 million (US$1,282 million) for the same period of 2022, primarily due to the increase in provision for contingent liabilities.

•

Facilitation, origination and servicing. Facilitation, origination and servicing costs increased from RMB1,663 million for the nine months ended September 30, 2021 to RMB1,788 million (US$251 million) for the same period of 2022, primarily due to the increase of collection fee of RMB130 million (US$18 million) as a result of the growth in loan facilitation volume and balance.

•

Sales and marketing. Sales and marketing expenses increased from RMB1,462 million for the nine months ended September 30, 2021 to RMB1,792 million (US$252 million) for the same period of 2022, primarily due to a more proactive user acquisition strategy focusing on higher quality users.

•

General and administrative. General and administrative expenses decreased from RMB417 million for the nine months ended September 30, 2021 to RMB319 million (US$45 million) for the same period of 2022, primarily due to lower professional service fees and our continued effort to improve operational efficiency.

•

Funding costs. Funding costs increased from RMB246 million for the nine months ended September 30, 2021 to RMB366 million (US$51 million) for the same period of 2022, mainly due to an increase in funding from ABSs and trusts.

•

Provision for loans receivable. Provision for loans receivable increased from RMB742 million for the nine months ended September 30, 2021 to RMB1,099 million (US$154 million) for the same period of 2022, which was primarily due to the growth in on-balance sheet loans and reflected our consistent approach in assessing provisions commensurate with the underlying loan profile.

•

Provision for financial assets receivable. Provision for financial assets receivable increased from RMB174 million for the nine months ended September 30, 2021 to RMB279 million (US$39 million) for the same period of 2022. The increase was primarily attributable to an increase in facilitation volume of off-balance sheet loans under credit-driven services and reflected our consistent approach in assessing provisions commensurate with the underlying loan profile.

•

Provision for accounts receivable and contract assets. Provision for accounts receivable and contract assets decreased from RMB286 million for the nine months ended September 30, 2021 to RMB171 million (US$24 million) for the same period of 2022, primarily attributable to the decrease in loan facilitation volume under capital-light model.

•

Provision for contingent liabilities. Provision for contingent liabilities increased from RMB1,919 million for the nine months ended September 30, 2021 to RMB3,305 million (US$465 million) for the same period of 2022, which was mainly due to an increase in facilitation volume of off-balance sheet loans under credit-driven services and reflected our consistent approach in assessing provisions commensurate with the underlying loan profile.

Interest income, net

Interest income, net was RMB126 million (US$18 million) for the nine months ended September 30, 2022, compared to RMB110 million for the same period of 2021, mainly due to the increase in net interest earned from bank deposits.

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Other income, net

Other income increased from RMB39 million for the nine months ended September 30, 2021 to RMB227 million (US$32 million) for the same period of 2022, mainly due to the increase of government grants.

Income tax expense

Income tax expense was RMB580 million (US$82 million) for the nine months ended September 30, 2022, compared to RMB1,022 million for the same period of 2021. Excluding share-based compensation expense which is not tax deductible in China, the effective tax rate was 15.0% for the nine months ended September 30, 2022, compared to 18.0% for the same period of 2021.

Net income

Net income was RMB3,138 million (US$441 million) for the nine months ended September 30, 2022, compared to RMB4,459 million for the same period of 2021.

Selected Unaudited Condensed Consolidated Balance Sheets Data as of September 30, 2022

The following table sets forth our current assets and current liabilities as of the dates indicated.

	As of December 31,		As of September 30,
	2021		2022
	RMB		RMB		US$
	(in thousands)
			(unaudited)
Current assets:
Cash and cash equivalents		6,116,360		7,219,700		1,014,929
Restricted cash		2,643,587		3,009,630		423,087
Short term investments		—		30,000		4,217
Security deposit prepaid to third-party guarantee companies		874,886		549,548		77,254
Funds receivable from third party payment service providers		153,151		983,851		138,308
Accounts receivable and contract assets, net		3,097,254		3,109,128		437,074
Financial assets receivable, net		3,806,243		3,321,117		466,875
Amounts due from related parties		837,324		518,001		72,819
Loans receivable, net		9,844,481		14,002,507		1,968,441
Prepaid expenses and other assets		383,937		534,340		75,116
Total current assets		27,757,223		33,277,822		4,678,120

	As of December 31,		As of September 30,
	2021		2022
	RMB		RMB		US$
	(in thousands)
			(unaudited)
Current liabilities:
Payable to investors of the consolidated trusts-current		2,304,518		6,173,089		867,799
Accrued expenses and other current liabilities		2,258,329		2,267,693		318,787
Amounts due to related parties		214,057		203,324		28,583
Short term loans		397,576		639,764		89,937

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	As of December 31,		As of September 30,
	2021		2022
	RMB		RMB		US$
	(in thousands)
			(unaudited)
Guarantee liabilities-stand ready		4,818,144		4,385,117		616,450
Guarantee liabilities-contingent		3,285,081		3,404,333		478,574
Income tax payable		624,112		683,342		96,063
Other tax payable		241,369		186,270		26,185
Total current liabilities		14,143,186		17,942,932		2,522,378
Net current assets		13,614,037		15,334,890		2,155,742

The following table sets forth our non-current assets and non-current liabilities as of the dates indicated.

	As of December 31,		As of September 30,
	2021		2022
	RMB		RMB		US$
	(in thousands)
			(unaudited)
Non-current assets:
Accounts receivable and contract assets, net-noncurrent		223,474		298,161		41,915
Financial assets receivable, net-noncurrent		597,965		755,977		106,274
Amounts due from related parties		140,851		72,245		10,156
Loans receivable, net-noncurrent		2,859,349		3,289,501		462,431
Property and equipment, net		24,941		25,170		3,538
Land use rights, net		1,018,908		1,003,366		141,051
Intangible assets		4,961		4,835		680
Deferred tax assets		834,717		1,170,598		164,560
Other non-current assets		42,606		64,702		9,097
Total non-current assets		5,747,772		6,684,555		939,702

	As of December 31,		As of September 30,
	2021		2022
	RMB		RMB		US$
	(in thousands)
			(unaudited)
Non-current liabilities:
Deferred tax liabilities		121,426		196,517		27,626
Payable to investors of the consolidated trusts-noncurrent		4,010,597		3,802,348		534,526
Other long-term liabilities		13,177		31,067		4,366
Total non-current liabilities		4,145,200		4,029,932		566,518
Non-controlling interests		12,746		88,241		12,405
TOTAL EQUITY		15,216,609		17,989,513		2,528,926

Our net assets increased from RMB15,217 million as of December 31, 2021 to RMB17,990 million (US$2,529 million) as of September 30, 2022, primarily due to our net income of RMB3,138 million (US$441 million) generated for the nine months ended September 30, 2022, partially offset by the dividends distributions of RMB683 million (US$96 million) to shareholders.

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Our net current assets increased from RMB13,614 million as of December 31, 2021 to RMB15,335 million (US$2,156 million) as of September 30, 2022 primarily due to an increase of RMB5,521 million (US$776 million) in our total current assets mainly attributable to an increase of RMB4,158 million (US$585 million) in net loans receivable and an increase of RMB1,103 million (US$155 million) in cash and cash equivalents, partially offset by an increase of RMB3,800 million (US$534 million) in our total current liabilities mainly attributable to an increase of RMB3,869 million (US$544 million) in payable to investors of the consolidated trusts-current.

Selected Unaudited Condensed Consolidated Statements of Cash Flows Data

The following table presents our selected consolidated cash flows data for the periods indicated.

	Nine months ended September 30,
	2021		2022
	RMB		RMB		US$
			(in thousands) (unaudited)
Summary Consolidated Cash Flows Data:
Net cash provided by operating activities		3,778,316		4,130,038		580,590
Net cash (used in) investing activities		(5,718,813)		(5,675,628)		(797,867)
Net cash provided by financing activities		1,806,770		3,010,269		423,176
Effect of foreign exchange rate changes		(2,709)		4,704		663
Net (decrease) increase in cash and cash equivalents		(136,436)		1,469,383		206,562
Cash, cash equivalents, and restricted cash at the beginning of period		6,774,266		8,759,947		1,231,454
Cash, cash equivalents, and restricted cash at the end of period		6,637,830		10,229,330		1,438,016

Operating activities

Net cash provided by operating activities was RMB4,130 million (US$581 million) for the nine months ended September 30, 2022. The difference between net cash provided by operating activities and the net income of RMB3,138 million (US$441 million) mainly resulted from (i) adding back non-cash item share-based compensation of RMB148 million (US$21 million), (ii) adding back non-cash item provision for loans receivable, financial assets receivables and other receivables of RMB1,549 million (US$218 million) and (iii) adding back non-cash item provision for contingent liabilities of RMB3,305 million (US$465 million), partially offset by additional RMB4,226 million (US$595 million) used for working capital. The change in cash used for working capital was mainly a result of a RMB3,619 million (US$509 million) increase in guarantee liabilities. The increase of these working capital items was the result of our rapid expansion of business.

Investing activities

Net cash used in investing activities was RMB5,676 million (US$798 million) for the nine months ended September 30, 2022, which was primarily attributable to investment in loans receivable of RMB41,317 million (US$5,808 million), partially offset by the collection of investment in loans receivable of RMB35,696 million (US$5,018 million). The net outflow of loans investment mainly resulted from the growth of on-balance sheet lending.

Financing activities

Net cash provided by financing activities was RMB3,010 million (US$423 million) for the nine months ended September 30, 2022, which was primarily attributable to RMB6,817 million (US$958 million) cash received from investors of the consolidated trusts and RMB190 million (US$27 million) received from short-term loans, partially offset by cash paid to investors of the consolidated trusts of RMB3,209 million (US$451 million) and dividend paid to shareholders of RMB784 million (US$110 million).

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Selected Operating Data as of and for the Nine Months Ended September 30, 2022

As of September 30, 2022, the number of cumulative users with approved credit lines increased to 43.0 million from 41.3 million as of June 30, 2022. The number of cumulative borrowers was 26.3 million as of September 30, 2022, compared to 25.6 million as of June 30, 2022. In addition, the cumulative number of financial institution partners with which we collaborated increased to 141 as of September 30, 2022 from 133 as of June 30, 2022.

Our total loan facilitation volume amounted to RMB307.8 billion for the nine months ended September 30, 2022, representing an increase of 18.3% from RMB260.2 billion for the same period of 2021. In particular, loans facilitated by us under platform services accounted for approximately 54.7% and 56.1% of our total loan facilitation volume for the nine months ended September 30, 2021 and 2022, respectively. As of September 30, 2022, the total outstanding loan balance facilitated through our platform was RMB160.0 billion, representing an increase of 6.3% from RMB150.5 billion as of June 30, 2022. The 90 day+ delinquency rate of loans facilitated through our platform improved to 2.3% as of September 30, 2022, compared to 2.6% as of June 30, 2022, mainly attributable to our continued optimization of user acquisition.

Quarterly Dividend

Our board of directors has approved a dividend of US$0.08 per ordinary share, or US$0.16 per ADS, for the third fiscal quarter of 2022 in accordance with our dividend policy, which is expected to be paid on January 18, 2023 to shareholders of record as of the close of business on December 12, 2022.

Recent Regulatory Developments

Information security and privacy protection

On June 10, 2021, the SCNPC promulgated the PRC Data Security Law, which took effect in September 2021 and introduces a data classification and hierarchical protection system based on a number of factors. On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, which became effective on November 1, 2021 and provides important concepts with respect to personal information processing, including “personal information,” “processing of personal information,” and “personal information processor.” On July 7, 2022, the CAC published Outbound Data Transfer Security Assessment Measures, which took effect on September 1, 2022 and outline the potential security assessment process for outbound data transfer. On November 14, 2021, the CAC released the Draft Regulations on Network Data Security, which provide for several circumstances under which a cybersecurity review will be imposed on a data processor. On December 28, 2021, the CAC, the NDRC, the MIIT, and several other PRC governmental authorities jointly issued the Measures for Cybersecurity Review(2021 Revision), which became effective on February 15, 2022 and require critical information infrastructure operators (“CIIO”) to apply for cybersecurity review if they procure internet products and services that affect or may affect national security. The Measures for Cybersecurity Review (2021 Revision) also stipulate that network platform operators holding over one million users’ personal information shall apply with the Cybersecurity Review Office for a cybersecurity review before listing on a foreign stock exchange. Although our Group possesses personal information of over one million users, based on the consultation with China Cybersecurity Review Technology and Certification Center, which is delegated by the CAC with the authority to address public inquiries relating to the cybersecurity review under the Measures for Cybersecurity Review (2021 Revision), a listing in Hong Kong is not deemed as “listing on a foreign stock exchange” under the Measures for Cybersecurity Review (2021 Revision) and we are not required to proactively apply for a cybersecurity review as stated in Article 7 thereof. Furthermore, pursuant to the Measures for Cybersecurity Review (2021 Revision), the Cybersecurity Review Office under the CAC, with the approval of the CAC, may initiate the cybersecurity review against the relevant operators if the relevant authorities believe that the network products or services or data processing activities of such operators affect or may affect national security. The Article 10 of the Measures for Cybersecurity Review (2021 Revision) provides the key factors that the CAC would consider when assessing the national security risks of the relevant activities in the cybersecurity review. See “Regulatory Overview — Regulations on Information Security and Privacy Protection” in Exhibit 99.1 to the Super 6-K for more details.

As of the date of this prospectus supplement, (i) we had not been notified by any PRC government authorities of being classified as a CIIO so we do not have to apply for the cybersecurity review which is applicable for

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CIIOs that procure internet products and services that affect or may affect national security; and (ii) we have not received any inquiry, notice, warning from any PRC government authorities, and have not been subject to any investigation, sanctions or penalties made by any PRC government authorities regarding national security risks caused by our business operations or the proposed listing on the Hong Kong Stock Exchange. Furthermore, as to the factors set out in Article 10 of the Measures for Cybersecurity Review (2021 Revision), (i) we have not been identified as a CIIO by any relevant authority, and therefore, as advised by our PRC legal counsel, items (i) to (iv) of Article 10 of the Measures for Cybersecurity Review (2021 Revision) do not apply to us; (ii) as of the date of this prospectus supplement, based on the public search of our PRC legal counsel and to the best knowledge of us, no data processed by us has been included into the effective catalogue of important data or core data published by the relevant authority. In addition, we have formulated a Management System of Data Protection and dedicated significant resources to ensure data security. See “Business — Risk Management and Internal Control — Data and technology system risk management” and “Business — Technology & Security” in Exhibit 99.1 to the Super 6-K for more details. During the years ended December 31, 2019, 2020 and 2020 and the six months ended June 30, 2022, no data leakage from our Company occurred. Therefore, our PRC legal counsel is of the view that the possibility of “risk of theft, leakage or damage of core data, important data or a large amount of personal information, or illegal use of such information or illegal exit of such information” under item (v) of Article 10 of the Measures for Cybersecurity Review (2021 Revision) is remote for us up to the date of this prospectus supplement; and (iii) as advised by our PRC legal counsel, based on the consultation with China Cybersecurity Review Technology and Certification Center, item (vi) of Article 10 does not apply to us because listing in Hong Kong should not be deemed as listing on a foreign stock exchange. Based on the foregoing, our directors and our PRC legal counsel are of the view that the likelihood of our business operations or the proposed listing on the Hong Kong Stock Exchange being deemed as affecting national security based on the factors set out in Article 10 of the Measures for Cybersecurity Review (2021 Revision) is remote.

The Draft Regulations on Network Data Security, stipulate that data processing activities carried out through networks as well as the supervision and regulation of network data security within the territory of the PRC should be subject to the Draft Regulations on Network Data Security. As we operate the 360 Jietiao app in China to provide information and technology services to financial institution partners, consumers and SMEs, our PRC legal counsel is of the view that the Draft Regulations on Network Data Security may be applicable to us if they are implemented in their current form. As of the date of this prospectus supplement, we had neither been and involved in any investigations on cybersecurity review conducted by the CAC nor received any warning or sanctions in this regard. In addition, we have adopted internal measures regarding data security and personal information protection to ensure compliance with relevant laws and regulations.

Based on the foregoing, our directors and our PRC legal counsel are of the view that we would be able to comply with the Draft Regulations on Network Data Security and the Measures for Cybersecurity Review (2021 Revision) in all material aspects and the Draft Regulations on Network Data Security and the Measures for Cybersecurity Review (2021 Revision) will not have any material adverse effect on our business operations or the proposed listing on the Hong Kong Stock Exchange, assuming the Draft Regulations on Network Data Security are fully adopted and implemented in the current form.

Having taken into account the views of our directors and our PRC legal counsel, which are concurred by the PRC legal counsel of the Joint Sponsors, and based on the independent due diligence work conducted by the Joint Sponsors, nothing material has come to the attention of the Joint Sponsors, who are not legal experts, that would cause them to question the views of our directors and our PRC legal counsel that the Draft Regulations on Network Data Security and the Measures for Cybersecurity Review (2021 Revision) will not have any material adverse effect on our business operations or the proposed listing on the Hong Kong Stock Exchange, assuming the Draft Regulations on Network Data Security are fully adopted and implemented in the current form.

However, given the Measures for Cybersecurity Review (2021 Revision) were recently promulgated, and the Draft Regulations on Network Data Security have not come into effective as of the date of this prospectus supplement, there are uncertainties as to the interpretation, application and enforcement of the Measures for Cybersecurity Review (2021 Revision) and the Draft Regulations on Network Data Security. We will closely monitor the legislative process and seek guidance from relevant regulatory authorities in a timely manner to ensure our compliance with relevant laws and regulations applicable to us.

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Overseas listings

On December 24, 2021, the CSRC issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments. The Draft Provisions and the Draft Administration Measures propose to establish a new filing-based regime to regulate overseas offerings and listings by domestic companies. See “Regulatory Overview — Overseas Listings” in Exhibit 99.1 to the Super 6-K.

Based on the public search conducted by our PRC legal counsel and to the best of our knowledge, our proposed listing on the Hong Kong Stock Exchange does not fall within any of the forbidden circumstances under the Draft Provisions and the Draft Administrative Measures as of the date of this prospectus supplement. Therefore, if the Draft Provisions and the Draft Administrative Measures become effective in their current form, subject to the specific filing procedures expected to be detailed in the subsequent implementation rules, we do not foresee any material impediment for us to comply with the Draft Provisions and the Draft Administrative Measures. In addition, during the years ended December 31, 2019, 2020 and 2020 and the six months ended June 30, 2022 and up to the date of this prospectus supplement, we had not received any warning, sanctions, or any regulatory objection regarding the proposed listing on the Hong Kong Stock Exchange or our Contractual Arrangements from the CSRC or any other PRC government authorities that have jurisdiction over our operations.

Based on the foregoing, our PRC legal counsel is of the view that the Draft Provisions and the Draft Administrative Measures allow PRC domestic companies with a VIE structure which complies with applicable PRC laws and regulations to conduct overseas offerings and listings, and do not raise additional compliance requirements for business operations of such PRC companies. Based on the foregoing analysis, with the advice of our PRC legal counsel, our directors do not foresee the Draft Provisions and the Draft Administrative Measures, should they become effective in their current forms, would have a material adverse impact on our ability to operate our business under the contractual arrangements.

As advised by our PRC legal counsel, there is no explicit PRC laws and regulations which prohibit us from offering and listing on an overseas stock exchange. Based on the foregoing, our directors and PRC legal counsel are of the view that assuming the Draft Provisions and the Draft Administrative Measures are adopted in their current forms, as long as we comply with all relevant legal requirements, take all necessary steps, and submit all relevant materials in accordance with the Draft Provisions and the Draft Administrative Measures, there is not any material legal impediment in obtaining the approval from and completing the filing procedure with the CSRC for the Global Offering. However, as advised by our PRC legal counsel, there are uncertainties as to the implementation and interpretation of these draft regulations. The period for which the CSRC solicits comments on these drafts ended on January 23, 2022. As of the date of this prospectus supplement, the Draft Provisions and Draft Administrative Measures are still in draft form and there is no schedule for the adoptions of such drafts, and it remains unclear whether the versions adopted will have any further material changes. Currently, in relation to the Draft Provisions and Draft Administrative Measures, we are not required to conduct any filing with any authorities or comply with any approval or verification for the proposed listing on the Hong Kong Stock Exchange. There remain uncertainties about how these drafts will be enacted, interpreted or implemented and how they will affect the proposed listing on the Hong Kong Stock Exchange.

The Holding Foreign Companies Accountable Act

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On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and our auditor is subject to this determination. In May 2022, the SEC conclusively listed 360 DigiTech, Inc. as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021. In accordance with the HFCAA, our securities will be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States in 2024 if the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China, or in 2023 if proposed changes to the law, or the Accelerating Holding Foreign Companies Accountable Act, are enacted. As a result, the Nasdaq may determine to delist our securities. The related risks and uncertainties could cause the value of the ADSs to significantly decline.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. For more details, see “Risk Factors — Risks Related to Doing Business in China — The PCAOB is currently unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with the benefits of such inspections” in our 2021 Form 20-F and “Risk Factors — Risks Related to Doing Business in China — The ADSs will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or completely investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” in Exhibit 99.1 to the Super 6-K.

Our Holding Company Structure and Contractual Arrangements

360 DigiTech, Inc. is not a Chinese operating company but rather a Cayman Islands holding company that does not conduct business directly and has no equity ownership in its VIEs. Investors in ADSs or our class A ordinary shares are purchasing equity interest in a holding company incorporated in the Cayman Islands and not in an operating entity. As a holding company, we conduct our business primarily through our subsidiaries, the VIEs and their subsidiaries in China. As a result, although other means are available for us to obtain financing at the holding company level, 360 DigiTech, Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries and service fees paid by the VIEs. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to 360 DigiTech, Inc. In addition, our PRC subsidiaries are permitted to pay dividends to 360 DigiTech, Inc. only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries and consolidated variable interest entities are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. As used in this prospectus supplement, each of “we,” “us,” “our company,” “our,” or “360 DigiTech,” refers to 360 DigiTech, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs and their subsidiaries in China, including but not limited to Shanghai Qiyu, Fuzhou Financing Guarantee and Shanghai Financing Guarantee. Investors in the ADSs are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

A series of contractual agreements, including (i) powers of attorney, equity pledge agreements and loan agreements, which provide us with effective control over the VIEs in China, (ii) exclusive consultation and service agreements, which allow us to receive economic benefits from the VIEs in China, and (iii) exclusive option agreements, which provide us with the option to purchase the equity interests in, and assets of, the VIEs. Terms contained in each set of contractual arrangements with the VIEs and their respective shareholders are substantially similar. For more details of these contractual arrangements, see “Item 4. Information on the Company — C. Organizational Structure — Contractual Arrangements with our VIEs and Their Shareholder” in our 2021 Form 20-F.

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contractual arrangements are governed by and interpreted in accordance with PRC law, and disputes arising from these contractual arrangements between us and the VIEs will be resolved through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes arising from these contracts would be resolved in accordance with PRC legal procedures. These arrangements have not been tested in arbitral tribunals or courts. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States, and the uncertainties involved in it could limit our ability to enforce these contractual arrangements. Further, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC law. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — We rely on contractual arrangements with our VIEs and the shareholders of our VIEs for all of our business operations, which may not be as effective as direct ownership in providing operational control” and “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — Any failure by our VIEs or the shareholders of our VIEs to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business” in our 2021 Form 20-F.

There are also substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights of our Cayman Islands holding company with respect to its contractual arrangements with the VIEs and its nominee shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. If the PRC government deems that our contractual arrangements with the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our PRC subsidiaries and VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of our VIEs and our company as a whole. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Risk Factors — Risks Related to Corporate Structure” in Exhibit 99.1 to the Super 6-K.

Permissions Required from the PRC Authorities for Our Operations

We conduct our business primarily through our subsidiaries, the VIEs and their subsidiaries in China. Our operations in China are governed by PRC laws and regulations. As of the date of this prospectus supplement, our PRC subsidiaries, the VIEs or their subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our holding company, our PRC subsidiaries and the VIEs in China, including, among others, financing guarantee business license owned by Fuzhou Financing Guarantee and Shanghai Financing Guarantee, value-added telecommunications license owned by Shanghai Qiyu, the incorporation approval of Fuzhou Microcredit. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional licenses, permits, filings or approvals for the functions and services of our platform in the future. For more detailed information, see “Item 3.D. Key Information — Risk Factors — Risks Related to Our Business and Industry — We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations” in our 2021 Form 20-F.

Furthermore, we and the VIEs may be required to obtain permissions from or complete the filing procedures with the China Securities Regulatory Commission, or the CSRC, and may be required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, in case of any future issuance of securities to foreign investors. Any failure to obtain or delay in obtaining such approval or completing such procedures would subject us to sanctions by the CSRC, CAC or other PRC regulatory authorities. These regulatory authorities 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

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proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of the ADSs. See “Item 3.D. Key Information — Risk Factors — Risks Related to Doing Business in China — The PRC government’s significant oversight and discretion over our business operation could result in a material adverse change in our operations and the value of the ADSs” in our 2021 Form 20-F and “Risk Factors — Risks Related to Doing Business in China — The approval of and filing with the CSRC or other PRC government authorities may be required if we conduct offshore offerings in the future, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing” in Exhibit 99.1 to the Super 6-K.

Cash and Asset Flows Through Our Organization

If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to 360 DigiTech, Inc. In addition, our PRC subsidiaries are permitted to pay dividends to 360 DigiTech, Inc. only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries and consolidated variable interest entities are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Holding Company Structure” in our 2021 Form 20-F. For risks relating to the fund flows of our operations in China, see “Item 3.D. Key Information — Risk Factors — Risks Related to Doing Business in China — We may 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” in our 2021 Form 20-F.

Under PRC laws and regulations, our PRC subsidiaries and consolidated variable interest entities are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or the SAFE, and payment of withholding tax. As a result of these PRC laws and regulations, amounts restricted include paid-in capital, capital reserve and statutory reserves of the PRC entities of our company’s which is RMB2,615.9 million, RMB2,740.4 million and RMB8,283.6 million (US$1,237 million) as of December 31, 2019, 2020 and 2021, respectively. Our PRC subsidiaries, the VIEs and their subsidiaries generate their revenue primarily in Renminbi, which is not freely convertible into other currencies. As a result, any restriction on currency exchange may limit the ability of our PRC subsidiaries to pay dividends to us. In addition, under the Enterprise Income Tax Law of the PRC, or the EIT Law, and its implementation rules, profits of a FIE generated in or after 2008 that are distributed to its immediate holding company outside Mainland China are subject to withholding tax at a rate of 10%, unless the foreign holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax. For example, a holding company in Hong Kong, subject to approval of the PRC local tax authority, will be eligible to a 5% withholding tax rate 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 if such holding company is considered to be a non-PRC resident enterprise and holds at least 25% of the equity interests in the PRC FIE distributing the dividends. However, if the Hong Kong holding company is not considered to be the beneficial owner of such dividends under applicable PRC tax regulations, such dividend will remain subject to withholding tax at a rate of 10%. See also “Risk Factors — Risks Related to Doing Business in China — Governmental control of currency conversion may limit our ability to utilize our cash balance effectively and affect the value of your investment” in Exhibit 99.1 to the Super 6-K and “Item 5. Operating And Financial Review And Prospects — B. Liquidity and Capital Resources — Holding Company

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Structure” in our 2021 Form 20-F. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until any of them generates accumulated profits and meets the requirements for statutory reserve funds.

Under PRC law, 360 DigiTech, Inc. may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. 360 DigiTech, Inc. has extended loans to our PRC subsidiaries and VIEs since 2018. The related cash flows include: (i) a net repayment of RMB29.2 million and RMB67.2 million by PRC subsidiaries in 2019 and 2020, respectively, and a net funding of RMB51.7 million (US$7.7 million) to PRC subsidiaries in 2021; and (ii) a net repayment of RMB229.5 million, RMB3.6 million and RMB205.5 million (US$30.7 million) by the VIEs in 2019, 2020 and 2021, respectively.

The VIEs may transfer cash to our relevant WFOE by paying service fees according to the exclusive consultation and service agreements. The VIEs agree to pay our WFOE service fees, the amount of which are subject to adjustment at our WFOE’s sole discretion taking into consideration of the complexity of the services, the actual cost that may be incurred for providing such services, as well as the value and comparable price on the market of the service provided, among others. Our WFOE would have the exclusive ownership of all the intellectual property rights created as a result of the performance of the exclusive consultation and service agreement, to the extent permitted by applicable PRC laws. In 2019, 2020 and 2021, service fees charged and paid to our WFOE by the VIEs in China amounted to RMB4.3 million, RMB89.7 million and RMB5,001.9 million (US$746.8 million), respectively. In 2019, 2020 and 2021, service fees charged and paid to our other PRC subsidiaries by the VIEs in China amounted to nil, RMB286.4 million and RMB616.5 million (US$92.0 million), respectively.

In 2019 and 2020, the VIEs in China extended loans to our PRC subsidiaries with a net cash outflow of RMB40.2 million and RMB20.0 million, respectively. In 2021, our PRC subsidiaries paid up the outstanding loans and started to extend loans to the VIEs in China with a net cash outflow of RMB3,658.3 million (US$546.2 million). In 2019, 2020 and 2021, the total amount of service fees charged and paid to our VIEs in China by our PRC subsidiaries under the shared service agreement was RMB4.6 million, RMB20.3 million and RMB258.2 million (US$38.6 million), respectively.

In 2019, 2020 and 2021, no assets other than cash flows discussed above were transferred through our organization.

We intend to declare and distribute a recurring cash dividend every fiscal quarter, starting from the third fiscal quarter of 2021, at an amount equivalent to approximately 15% to 20% of our company’s net income after tax for such quarter based upon our operations and financial conditions, and other relevant factors, subject to adjustment and determination by the board of directors of 360 DigiTech, Inc. Since we currently have sufficient cash at 360 DigiTech, Inc. to pay dividends, we intend to reinvest undistributed profits of our subsidiaries in our operations in China. See “Dividend Policy.” For details about the amounts of the quarterly dividend we paid in the past, please refer to Exhibit 99.1, entitled “Audited consolidated financial statements of 360 DigiTech Inc. as of and for the six months ended June 30, 2022”, to our current report on Form 6-K furnished to the SEC on November 14, 2022. For PRC and United States federal income tax considerations of an investment in the ADSs, see “Taxation.”

For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within Mainland China, assuming that we determine to pay a dividend from PRC subsidiaries to overseas entities in the future:

	Taxation Scenario(1)
	(Statutory Tax and Standard Rates)
Hypothetical pre-tax earnings(2)		100%
Tax on earnings at statutory rate of 25%(3)		(25)%
Net earnings available for distribution		75%
Withholding tax at standard rate of 10%		(7.5)%
Net distribution to Parent/Shareholders		67.5%

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Notes:

(1)

For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering book to tax adjustment, is assumed to equal taxable income in China.

(2)

Assume all the profits of VIEs could be distributed to the PRC subsidiaries in a tax free manner.

Certain of our subsidiaries and VIEs and their subsidiaries qualifies for a 15% preferential income tax rate in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.

Financial Information Related to our VIEs

The following table presents the condensed consolidated schedule of financial position, results of operations and cash flows data for our Company, the consolidated VIEs and other subsidiaries as of the dates or for the periods presented, as the case maybe.

Selected Condensed Consolidated Statements of Income Information

	For the Year Ended December 31, 2021
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Total net revenues		15,657,693		—		6,646,999		(5,669,047)		16,635,645
Total operating costs and expenses		14,025,365		51,233		1,187,973		(5,415,125)		9,849,446
Income (loss) from operations		1,632,328		(51,233)		5,459,026		(253,922)		6,786,199
Income (loss) before income tax expense		1,821,437		(56,749)		5,511,943		(253,922)		7,022,709
Net income (loss)		1,314,343		(56,749)		4,760,841		(253,922)		5,764,513
Net income (loss) attributable to ordinary shareholders of the Company		1,331,597		(56,749)		4,760,799		(253,922)		5,781,725

	For the Year Ended December 31, 2020
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Total net revenues		13,146,052		—		1,325,096		(907,194)		13,563,954
Total operating costs and expenses		10,080,665		16,453		282,711		(606,033)		9,773,796
Income (loss) from operations		3,065,387		(16,453)		1,042,385		(301,161)		3,790,158
Income (loss) before income tax expense		3,334,648		(4,030)		1,052,288		(301,161)		4,081,745
Net income (loss)		2,848,966		(4,030)		951,934		(301,161)		3,495,709
Net income (loss) attributable to ordinary shareholders of the Company		2,848,966		(4,030)		952,831		(301,161)		3,496,606

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	For the Year Ended December 31, 2019
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Total net revenues		8,596,654		—		632,146		(8,953)		9,219,847
Total operating costs and expenses		5,810,090		12,922		261,770		241,474		6,326,256
Income (loss) from operations		2,786,564		(12,922)		370,376		(250,427)		2,893,591
Income (loss) before income tax expense		2,859,300		(12,248)		370,662		(250,427)		2,967,287
Net income (loss)		2,426,948		(12,248)		337,031		(250,427)		2,501,304
Net income (loss) attributable to ordinary shareholders of the Company		2,426,948		(12,248)		337,322		(250,427)		2,501,595

Selected Condensed Consolidated Balance Sheets Information

	As of December 31, 2021
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Cash and cash equivalents		4,605,851		7,117		1,503,392		—		6,116,360
Restricted cash		2,643,587		—		—		—		2,643,587
Security deposit prepaid to third-party guarantee companies		874,886		—		—		—		874,886
Accounts receivable and contract assets, net		2,350,775		—		969,953		—		3,320,728
Financial assets receivable, net		4,404,208		—		—		—		4,404,208
Loans receivable, net		12,703,830		—		—		—		12,703,830
Land use rights, net		1,018,908		—		—		—		1,018,908
Intercompany receivables		2,493,660		1,711,633		4,823,879		(9,029,172)		—
Investments in subsidiaries and VIEs		—		14,032,928		1,399,998		(15,432,926)		—
Total assets		33,145,997		15,761,812		9,059,284		(24,462,098)		33,504,995
Payable to investors of the consolidated trusts-current		2,304,518		—		—		—		2,304,518
Guarantee liabilities-stand ready		4,818,144		—		—		—		4,818,144
Guarantee liabilities-contingent		3,285,081		3,285,081
Income tax payable		449,553		—		174,559		—		624,112
Payable to investors of the consolidated trusts-noncurrent		4,010,597		—		—		—		4,010,597
Intercompany payables		6,493,367		—		2,535,805		(9,029,172)		—
Total liabilities		23,790,132		557,949		2,969,477		(9,029,172)		18,288,386
Total equity		9,355,865		15,203,863		6,089,807		(15,432,926)		15,216,609

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	As of December 31, 2020
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Cash and cash equivalents		3,709,740		19,560		689,116		—		4,418,416
Restricted cash		2,355,850		—		—		—		2,355,850
Security deposit prepaid to third-party guarantee companies		915,144		—		—		—		915,144
Accounts receivable and contract assets, net		2,624,294		—		78,171		—		2,702,465
Financial assets receivable, net		4,125,931		—		84,877		—		4,210,808
Loans receivable, net		7,553,042		—		35,272		—		7,588,314
Intercompany receivables		1,315,646		1,593,585		912,129		(3,821,360)		—
Investments in subsidiaries and VIEs		—		7,940,534		900,000		(8,840,534)		—
Total assets		24,615,835		9,564,894		2,868,470		(12,661,894)		24,387,305
Payable to investors of the consolidated trusts-current		3,117,634		—		—		—		3,117,634
Guarantee liabilities-stand ready		4,173,497		—		—		—		4,173,497
Guarantee liabilities-contingent		3,543,454		—		—		—		3,543,454
Income tax payable		1,151,275		—		76,039		—		1,227,314
Payable to investors of the consolidated trusts-noncurrent		1,468,890		—		—		—		1,468,890
Intercompany payables		2,411,185		—		1,410,175		(3,821,360)		—
Total liabilities		17,104,312		84,316		1,538,947		(3,821,360)		14,906,215
Total equity		7,511,523		9,480,578		1,329,523		(8,840,534)		9,481,090

	As of December 31, 2019
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Cash and cash equivalents		1,829,395		6,905		271,823		—		2,108,123
Restricted cash		1,727,727		—		—		—		1,727,727
Security deposit prepaid to third-party guarantee companies		932,983		—		—		—		932,983
Accounts receivable and contract assets, net		2,133,339		—		218,533		—		2,351,872
Financial assets receivable, net		1,824,008		—		147,816		—		1,971,824
Loans receivable, net		9,238,242		—		1,323		—		9,239,565
Intercompany receivables		1,016,899		1,624,749		75,385		(2,717,033)		—
Investments in subsidiaries and VIEs		—		5,566,792		900,000		(6,466,792)		—
Total assets		20,755,954		7,219,025		1,564,447		(9,183,825)		20,355,601
Payable to investors of the consolidated trusts-current		4,423,717		—		—		—		4,423,717
Guarantee liabilities-stand ready		2,106,211		—		105,914		—		2,212,125
Guarantee liabilities-contingent		734,730		—		—		—		734,730
Income tax payable		1,035,887		—		20,332		—		1,056,219
Payable to investors of the consolidated trusts-noncurrent		3,442,500		—		—		—		3,442,500
Intercompany payables		1,670,984		—		1,046,049		(2,717,033)		—
Total liabilities		14,663,006		5,583		1,189,315		(2,717,033)		13,140,871
Total equity		6,092,948		7,213,442		375,132		(6,466,792)		7,214,730

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Selected Condensed Consolidated Cash Flows Information

	For the Year Ended December 31, 2021
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Net cash provided by (used in) operating activities		1,273,002		(25,552)		4,542,250		—		5,789,700
Net cash (used in) provided by investing activities		(6,047,434)		(153,778)		(3,675,260)		3,812,144		(6,064,328)
Net cash provided by (used in) financing activities		5,958,279		169,291		(51,706)		(3,812,144)		2,263,720

	For the Year Ended December 31, 2020
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Net cash provided by (used in) operating activities		4,935,904		(1,679)		391,585		—		5,325,810
Net cash (used in) provided by investing activities		932,141		(70,776)		(59,350)		90,755		892,770
Net cash provided by (used in) financing activities		(3,364,319)		86,305		86,369		(90,755)		(3,282,400)

	For the Year Ended December 31, 2019
	VIEs		The Company		Subsidiaries		Eliminations		Consolidated Total
	(RMB in thousands)
Net cash provided by (used in) operating activities		2,839,085		(33,600)		167,590		—		2,973,075
Net cash (used in) provided by investing activities		(8,899,002)		(294,330)		(1,654)		334,545		(8,860,441)
Net cash provided by (used in) financing activities		7,940,466		(3,080)		105,017		(334,545)		7,707,858

Public Offering and Listing in Hong Kong

We are offering 5,540,000 class A ordinary shares, par value US$0.00001 per share, as part of a Global Offering, consisting of an international offering of 4,980,000 class A ordinary shares offered hereby, and a Hong Kong public offering of 560,000 class A ordinary shares. The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the U.S. in accordance with applicable law. We are paying a registration fee for class A ordinary shares sold in the United States, as well as for shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time in the United States.

Approval-in-principle has been granted by the Hong Kong Stock Exchange for the listing of, and permission to deal in, our class A ordinary shares on the Hong Kong Stock Exchange pursuant to the Hong Kong Stock Exchange Listing Rules under the stock code 3660.”

Fungibility and Interchange between ADSs and Class A Ordinary Shares

All class A ordinary shares offered in both the international offering and the Hong Kong public offering will be registered on the Hong Kong share register in order to be listed and traded on the Hong Kong Stock Exchange.

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Holders of class A ordinary shares registered on the Hong Kong share register will be able to convert these class A ordinary shares into ADSs, and vice versa. See “Interchange between Class A Ordinary Shares and ADSs.”

In connection with the Hong Kong public offering, and to facilitate fungibility and interchange between ADSs and class A ordinary shares and trading between the Nasdaq and the Hong Kong Stock Exchange, we intend to move a portion of our issued class A ordinary shares from our principal register of members maintained in the Cayman Islands to our Hong Kong share register.

It is unclear whether, as a matter of Hong Kong law, the trading or conversion of ADSs constitutes a sale or purchase of the underlying Hong Kong-registered class A ordinary shares that is subject to Hong Kong stamp duty. We advise investors to consult their own tax advisors on this matter. See “Risk Factors — Risks Related to the Global Offering — There is uncertainty as to whether Hong Kong stamp duty will apply to the trading of the ADSs or deposits of our class A ordinary shares in, or withdrawals of our class A ordinary shares from, the ADS facility following our initial public offering in Hong Kong and listing of our class A ordinary shares on the Hong Kong Stock Exchange.”

Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance standards of the Nasdaq Stock Market. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

Corporate Information

Our principal executive offices are located at 7/F Lujiazui Finance Plaza, No. 1217 Dongfang Road, Pudong New Area, Shanghai 200122, People’s Republic of China. Our telephone number at this address is +86 21 5835-7668. Our registered office in the Cayman Islands is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our corporate internet address is https://ir.360shuke.com. The information contained on our website is not a part of this prospectus supplement. Information appearing on our website is not incorporated by reference into this prospectus supplement or the accompanying prospectus.

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THE GLOBAL OFFERING

Public Offering Price

HK$ , or US$ , per class A ordinary share

The Global Offering

We are offering 5,540,000 class A ordinary shares in the Global Offering, consisting of an international offering of 4,980,000 class A ordinary shares offered hereby, and a Hong Kong public offering of 560,000 class A ordinary shares. The allocation of class A ordinary shares between the Hong Kong public offering and the international offering is subject to reallocation. For more information, see “Underwriting.”

Options to Purchase Additional Class A Ordinary Shares from Us

We have granted the international underwriters an option, exercisable by Citigroup Global Markets Asia Limited, the stabilizing manager, on behalf of the international underwriters, until 30 days after the last day for the lodging of applications under the Hong Kong public offering, to purchase up to an additional 830,000 class A ordinary shares at the public offering price. The stabilizing manager expects to enter into a borrowing arrangement with Splendid Tiger Limited to facilitate the settlement of over-allocations.

Ordinary Shares Outstanding Immediately After the Global Offering

318,062,703 class A ordinary shares (or 318,892,703 class A ordinary shares if the stabilizing manager exercises in full, on behalf of the international underwriters, their option to purchase additional class A ordinary shares), assuming no further class A ordinary shares are issued under our 2018 and 2019 Share Incentive Plans.

Use of Proceeds

We will determine the offer price for both the international offering and the Hong Kong public offering by reference to, among other factors, the closing price of the ADSs on the Nasdaq on the last trading day before the pricing of the global offering, which is expected to be on or about November 23, 2022. The maximum offer price for the Hong Kong public offering is HK$88.80, or US$11.31, per class A ordinary share (equivalent to US$22.62 per ADS), based on an exchange rate of HK$7.8499 to US$1.00. Assuming (i) the offering price is HK$88.80 per class A ordinary share, (ii) initially 4,980,000 class A ordinary shares are allocated to the international offering, and (iii) initially 560,000 class A ordinary shares are allocated to the Hong Kong public offering, we estimate that we will receive net proceeds from the Global Offering of approximately HK$364.6 million, or US$46.4 million, based on an exchange rate of HK$7.8499 to US$1.00, after deducting estimated underwriting fees and the estimated offering expenses payable by us.

We expect to use the net proceeds from the Global Offering for research and development to enhance our technology and credit assessment capabilities, and develop more diversified technology solutions in response to the evolving needs of financial institutions and fine-tune our services and solutions over the course of the next 3 years, for further penetrating the Credit-Tech Industry and expanding user base over the course of the next 3 years, and for general corporate purposes and working capital needs.

See “Use of Proceeds” for more information.

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Lock-up

We and our directors and executive officers have agreed with the underwriters not to, without the prior written consent of Citigroup Global Markets Limited and China International Capital Corporation Hong Kong Securities Limited offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or publicly announce the intention to enter into any of the foregoing transactions of any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period commencing on the price determination date and ending on, and including, the date that is 90 days after the price determination date. The foregoing lock-up restrictions are subject to certain exceptions for each party. See “Shares Eligible for Future Sales” and “Underwriting” for more information.

Risk Factors

You should carefully read “Risk Factors” beginning on page S-27 and the other information included in this prospectus supplement and the accompanying prospectus, our 2021 Form 20-F, Exhibit 99.1 to the Super 6-K, as well as other documents incorporated by reference herein and therein, for a discussion of factors you should carefully consider before deciding to invest in our class A ordinary shares.

Proposed Hong Kong Stock Exchange Code for the Class A Ordinary Shares

3660

Payment and Settlement

The underwriters expect to deliver the class A ordinary shares against payment therefor through the facilities of the Central Clearing and Settlement System on or around , 2022.

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RISK FACTORS

An investment in our class A ordinary shares involves significant risks. You should carefully consider the risks described below together with the risks described in our 2021 Form 20-F, Exhibit 99.1 to the Super 6-K and the other information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference. Any of these risks could have a material adverse effect on our business, financial condition, and results of operations. In any such case, the market price of our class A ordinary shares could decline, and you may lose all or part of your investment.

Please see “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” for information on where you can find the documents we have filed with or furnished to the SEC and which are incorporated by reference in this prospectus supplement.

Risks Related to the ADSs and Our Class A Ordinary Shares

As a company applying for listing under Chapter 19C, we adopt different practices as to certain matters as compared with many other companies listed on the Hong Kong Stock Exchange.

As we are applying for listing under Chapter 19C of the Hong Kong Listing Rules, we will not be subject to certain provisions of the Hong Kong Listing Rules pursuant to Rule 19C.11, including, among others, rules on notifiable transactions, connected transactions, share option schemes, content of financial statements as well as certain other continuing obligations. In addition, in connection with the proposed listing on the Hong Kong Stock Exchange, we have applied for a number of waivers and/or exemptions from strict compliance with the Hong Kong Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of Hong Kong, or the Takeovers Codes, and the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), or the SFO. As a result, we will adopt different practices as to those matters as compared with other companies listed on the Hong Kong Stock Exchange that do not enjoy those exemptions or waivers.

Our second amended and restated memorandum and articles of association, as adopted by a special resolution passed on October 22, 2018 and effective on December 14, 2018, or Articles of Association, are specific to us and include certain provisions that may be different from the requirements under the Hong Kong Listing Rules and common practices in Hong Kong. We will put forth resolutions to our shareholders at the first general meeting to be convened by us within six months after the proposed listing on the Hong Kong Stock Exchange to put forth for voting, amongst others, the amended Articles of Association to be adopted by our Company, following the Listing to amend certain provisions of our Articles in order to comply with the relevant Hong Kong Listing Rules.

Furthermore, if 55% or more of the total worldwide trading volume, by dollar value, of ADSs and our class A ordinary shares over our most recent fiscal year takes place on the Hong Kong Stock Exchange, the Hong Kong Stock Exchange will regard us as having a dual primary listing in Hong Kong and we will no longer enjoy certain exemptions or waivers from strict compliance with the requirements under the Hong Kong Listing Rules, the Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Takeovers Codes and the SFO, which could result in us having to amend our corporate structure and memorandum and articles of association and our incurring of incremental compliance costs.

The market price for the ADSs or our class A ordinary shares may be volatile.

The trading prices of the ADSs or our class A ordinary shares are likely to be volatile and could fluctuate widely due to factors beyond our control. The trading prices of the ADSs ranged from US$11.79 to US$44.05 in 2021. This may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other listed internet or other companies based in China that have listed their securities in the United States and/or in Hong Kong in recent years. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial declines in their trading prices. The trading performances of other Chinese companies’ securities after their offerings, including internet and e-commerce companies, may affect the attitudes of investors toward Chinese companies listed in the United States and/or Hong Kong in general, which consequently may impact the trading performance of ADSs and/or our class A

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ordinary shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States, China and other jurisdictions in late 2008, early 2009 and the second half of 2011, which may have a material adverse effect on the market price of ADSs and/or our class A ordinary shares.

In addition to the above factors, the price and trading volume of ADSs and/or our class A ordinary shares may be highly volatile due to multiple factors, including the following:

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regulatory developments affecting us, our users, or our industry;

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deterioration of the collaboration relationship with 360 Group;

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conditions in the Credit-Tech industry;

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announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors;

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changes in the economic performance or market valuations of other Credit-Tech platforms;

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actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;

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changes in financial estimates by securities research analysts;

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announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, joint ventures or capital commitments;

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additions to or departures of our senior management;

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detrimental negative publicity about us, our management or our industry;

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fluctuations of exchange rates among Renminbi, the Hong Kong dollar and the U.S. dollar;

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release or expiry of lock-up or other transfer restrictions on the ADSs or our outstanding ordinary shares; and

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sales or perceived potential sales of additional ADSs or class A ordinary shares.

The trading market for the ADSs and/or our class A ordinary shares will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade the ADSs and/or our class A ordinary shares or publish inaccurate or unfavorable research about our business, the market price for the ADSs and/or our class A ordinary shares would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for the ADSs and/or our class A ordinary shares to decline.

Techniques employed by short sellers may drive down the market price of the ADSs or our class A ordinary shares.

Short selling is the practice of selling securities that a seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers

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publish, or arrange for the publication of, negative opinions regarding relevant issuers and their business prospects in order to create negative market sentiment or momentum and generate profits for themselves after selling securities short.

Public companies listed in the United States that have substantially all of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits or SEC enforcement actions.

It is not clear what effect such negative publicity could have on us. If we were to become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law, or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholders’ equity, and any investment in the ADSs or our class A ordinary shares could be greatly reduced or rendered worthless.

The different characteristics of the capital markets in Hong Kong and the United States may negatively affect the trading prices of the ADSs and/or our class A ordinary shares.

Upon the Listing, we will be subject to Hong Kong and United States regulatory requirements concurrently. The Hong Kong Stock Exchange and Nasdaq have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). As a result of these differences, the trading prices of the ADSs and our class A ordinary shares may not be the same, even allowing for currency differences. Fluctuations in the price of the ADSs due to circumstances peculiar to the U.S. capital markets could materially and adversely affect the price of our class A ordinary shares, or vice versa. Certain events having significant negative impact specifically on the U.S. capital markets may result in a decline in the trading price of our class A ordinary shares notwithstanding that such event may not impact the trading prices of securities listed in Hong Kong generally or to the same extent, or vice versa. Because of the different characteristics of the U.S. and Hong Kong capital markets, the historical market prices of the ADSs may not be indicative of the trading performance of our class A ordinary shares after the Global Offering.

Exchange between the ADSs and our class A ordinary shares may adversely affect the liquidity and/or trading price of each other.

The ADSs are currently traded on Nasdaq. Subject to compliance with U.S. securities law and the terms of the Deposit Agreement, holders of our class A ordinary shares may deposit class A ordinary shares with the depositary in exchange for the issuance of the ADSs. Any holder of the ADSs may also surrender the ADSs and withdraw the underlying class A ordinary shares represented by the ADSs pursuant to the terms of the Deposit Agreement for trading on the Hong Kong Stock Exchange. In the event that a substantial number of our class A ordinary shares are deposited with the depositary in exchange for ADSs or vice versa, the liquidity and trading price of our class A ordinary shares on the Hong Kong Stock Exchange and the ADSs on Nasdaq may be adversely affected.

The time required for the exchange between the ADSs and our class A ordinary shares might be longer than expected and investors might not be able to settle or effect any sale of their securities during this period, and the exchange of class A ordinary shares into ADSs involves costs.

There is no direct trading or settlement between Nasdaq and the Hong Kong Stock Exchange on which the ADSs and our class A ordinary shares are respectively traded. In addition, the time differences between Hong Kong and New York and unforeseen market circumstances or other factors may delay the deposit of our class A ordinary shares in exchange for ADSs or the withdrawal of our class A ordinary shares underlying the

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ADSs. Investors will be prevented from settling or effecting the sale of their securities during such periods of delay. In addition, there is no assurance that any exchange of our class A ordinary shares into ADSs (and vice versa) will be completed in accordance with the timelines investors may anticipate.

Furthermore, the depositary for the ADSs is entitled to charge holders fees for various services including for the issuance of ADSs upon deposit of our class A ordinary shares, cancelation of ADSs, distributions of cash dividends or other cash distributions, distributions of ADSs pursuant to share dividends or other free share distributions, distributions of securities other than ADSs and annual service fees. As a result, shareholders who exchange our class A ordinary shares into ADSs, and vice versa, may not achieve the level of economic return the shareholders may anticipate.

Although we adopted regular quarterly dividend policy in 2021, we cannot assure you that our existing dividend policy will not change in the future or the amount of dividends that you may receive, neither can we guarantee that we will have sufficient profits, reserves set aside from profits or otherwise funds to justify and enable dividend declaration and payment in compliance with laws for any fiscal quarter and, therefore, you may need to rely on price appreciation of the ADSs and/or our class A ordinary shares as the sole source for return on your investment.

On November 15, 2021, our board of directors approved a quarterly cash dividend policy. Under the policy, we will declare and distribute a recurring cash dividend every fiscal quarter, starting from the third fiscal quarter of 2021, at an amount equivalent to approximately 15% to 20% of our net income after tax for such quarter. The determination to make dividend distributions and the exact amount of such distributions in any particular quarter will be based upon our operations and financial conditions, and other relevant factors, and subject to adjustment and determination by the board of directors.

Despite a regular dividend policy being in place, before any dividend is declared and paid for any fiscal quarter, we need to have enough profits to justify such declaration and payment, or we need to have sufficient reserves set aside from profits previously generated that our board of directors determines are no longer needed. In addition, we must be able to pay our debts as they fall due in the ordinary course of business immediately following the dividend payment. We cannot assure you that we will be able to meet all of such conditions to enable dividend declaration and payment in compliance with laws. Even if our board of directors decides to declare and pay dividends, the timing and amount of future dividends, if any, will depend on, among other things, our future results of operations and cash flows, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Therefore, the amount of dividends that you may receive is uncertain and subject to change.

Furthermore, our regular dividend policy is subject to change at any time at the discretion of our board of directors, and there can be no assurance that we will not adjust or terminate our dividend policy in the future. Accordingly, you should not rely on your investment in the ADSs and/or our class A ordinary shares as a source for any future dividend income and the future return on your investment in the ADSs and/or our class A ordinary shares will likely depend entirely upon any future price appreciation of the ADSs and/or our class A ordinary shares. There is no guarantee that the ADSs and/or our class A ordinary shares will appreciate in value or even maintain the price at which you purchased the ADSs and/or our class A ordinary shares. You may not realize a return on your investment in the ADSs and/or our class A ordinary shares and you may even lose your entire investment in the ADSs and/or our class A ordinary shares.

Holders of ADSs are limited by the terms of the deposit agreement in terms of voting rights, and may not be able to exercise their right to direct the voting of the underlying class A ordinary shares which are represented by the ADSs.

Holders of ADSs will not have any direct right to attend general meetings of our shareholders or to cast any votes at such meetings, and will only be able to exercise the voting rights which attach to the underlying class A ordinary shares which are represented by the ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from the holders of ADSs, if we asked the depositary to solicit such instructions, the depositary will endeavor to vote the underlying class A ordinary shares represented by the ADSs in accordance with such instructions. If we do not instruct the depositary to solicit, the holders of ADSs can still send voting instructions to the depositary and the depositary may, but it is not required, to endeavor to carry out those instructions. The holders of

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ADSs will not be able to directly exercise any right to vote with respect to the underlying class A ordinary shares unless they withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. If we ask the depositary to solicit ADS holders’ voting instructions in connection with a shareholders’ meeting, we have agreed to give the depositary notice of that meeting and details of the matters to be voted upon at least thirty (30) days prior to the meeting. Under our Articles of Association, the minimum notice period required to be given by our Company to our registered shareholders for convening a general meeting is ten (10) calendar days. When a general meeting is convened, there may not be a sufficient advance notice to enable the holders of ADSs to withdraw the underlying class A ordinary shares which are represented by the ADSs and become the registered holder of such shares prior to the record date for the general meeting to allow them to attend the general meeting or to vote directly with respect to any specific matter or resolution which is to be considered and voted upon at the general meeting. In addition, under our 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 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 the holders of ADSs from withdrawing the underlying class A ordinary shares which are represented by the ADSs and becoming the registered holder of such shares prior to the record date, so that the holders of ADSs would not be able to attend the general meeting or to vote directly. Where any matter is to be put to a vote at a general meeting, the depositary will, if we request, and subject to the terms of the deposit agreement, endeavor to notify the holders of ADSs of the upcoming vote and to deliver our voting materials to the holders of ADSs. We cannot assure that the holders of ADSs will receive the voting materials in time to ensure that they can instruct the depositary to vote the underlying class A ordinary shares which are represented by the ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out voting instructions. This means that the holders of ADSs may not be able to exercise the right to direct the voting of the underlying class A ordinary shares which are represented by the ADSs, and the holders of ADSs may have no legal remedy if the underlying class A ordinary shares are not voted as requested.

The depositary for the ADSs may give us a discretionary proxy to vote our class A ordinary shares represented by the ADSs if the holders of ADSs do not instruct the depositary how to vote such shares, which could adversely affect their interests.

Under the deposit agreement for the ADSs, the depositary will give us (or our nominee) a discretionary proxy to vote the underlying class A ordinary shares represented by the ADSs at shareholders’ meetings if the holders of ADSs do not give voting instructions to the depositary as to how to vote the underlying class A ordinary shares represented by the ADSs at a meeting and as to a matter, if:

•

we gave the depositary timely notice of the meeting and related voting materials;

•

we confirmed to the depositary that we wish a discretionary proxy to be given;

•

we confirmed to the depositary that we reasonably do not know of any substantial opposition as to a matter to be voted on at the meeting; and

•

we have confirmed to the depositary that the matter voted will not have material adverse impact on shareholders.

The effect of this discretionary proxy is that, if the holders of ADSs fail to give voting instructions to the depositary as to how to vote the underlying class A ordinary shares represented by the ADSs at any particular shareholders’ meeting, they cannot prevent such underlying class A ordinary shares represented by the ADSs from being voted at that meeting, provided the other conditions described above are satisfied, and it may make it more difficult for shareholders to influence our management. Holders of our ordinary shares are not subject to this discretionary proxy.

The deposit agreement may be amended or terminated without the consent from the holders of ADSs.

We and the depositary may agree to amend the deposit agreement without the consent from the holders of ADSs. If the holders of ADSs continue to hold the ADSs after an amendment to the deposit agreement, they agree to be bound by the deposit agreement as amended. See “Interchange Between class A Ordinary Shares and ADSs” for more information.

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The right of ADS holders to participate in any future rights offerings may be limited, which may cause dilution to their holdings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make such rights available to ADS holders in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, ADS holders may be unable to participate in our rights offerings in the future and may experience dilution in their holdings.

Holders of ADSs may not receive dividends or other distributions on our ordinary shares and may not receive any value for them if it is illegal or impractical to make them available to them.

The depositary has agreed to pay to ADS holders the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. ADS holders will receive these distributions in proportion to the number of ordinary shares the ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that ADS holders may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to them. These restrictions may cause a material decline in the value of the ADSs.

Holders of the ADSs may be subject to limitations on transfer of the ADSs.

The ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

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

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. We conduct substantially all of our operations in China and substantially all of our assets are loca