UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
For the fiscal year ended |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES |
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter) |
N/A |
(Translation of Registrant’s Name Into English) |
(Jurisdiction of Incorporation or Organization) |
People’s Republic of |
(Address of Principal Executive Offices) |
People’s Republic of Phone: Email: |
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol (s) |
| Name of each exchange on which registered |
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| |||
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| 3660 | The Stock Exchange of Hong Kong Limited |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None |
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None |
(Title of Class) |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
As of December 31, 2022, there were
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
TABLE OF CONTENTS
INTRODUCTION
Unless otherwise indicated and except where the context otherwise requires, references in this annual report to:
● | “Qifu Technology,” “we,” “us,” “our,” “our Company” and “our Group” are to Qifu Technology, 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 annual report 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; |
● | “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 in the context of describing our share capital before March 31, 2023, also including class B ordinary shares, par value US$0.00001 per share, as the context requires and as applicable; |
● | “RMB” or “Renminbi” is to Renminbi, the legal currency of the PRC; |
● | “Shanghai Financing Guarantee” is to Shanghai 360 Financing Guarantee Co., Ltd. (now known as Shanghai Qiyaoxin Technology Co., Ltd.); |
● | “Shanghai Qibutianxia” is to Shanghai Qibutianxia Information Technology Co., Ltd. (formerly known as Beijing Qibutianxia Technology Co., Ltd.); |
● | “Shanghai Qiyu” is to Shanghai Qiyu Information & Technology Co., Ltd.; |
● | “US$” 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; |
● | “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.; 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 annual report were made at a rate of RMB6.8972 to US$1.00, the exchange rate on December 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,
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● | “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; |
● | “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 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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FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that relate to our current expectations and views of future events. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigations Reform Act of 1995.
You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:
● | our goals and strategies; |
● | our future business development, financial conditions and results of operations; |
● | the expected growth of the Credit-Tech industry in China; |
● | our expectations regarding demand for and market acceptance of our Credit-Tech products; |
● | our expectations regarding keeping and strengthening our relationships with borrowers, financial institution partners, data partners and other parties we collaborate with; |
● | competition in our industry; and |
● | relevant government policies and regulations relating to our industry. |
You should read this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Other sections of this annual report discuss factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors emerge from time to time and it is not possible 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 materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
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PART I.
ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3 KEY INFORMATION
Our Holding Company Structure and Contractual Arrangements with the VIEs and VIEs’ subsidiaries
Qifu Technology, 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 the VIEs and VIEs’ subsidiaries. We conduct our operations in China through (i) our PRC subsidiaries and (ii) our VIEs with which we have maintained contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign 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 our VIEs, and rely on contractual arrangements among our PRC subsidiaries, our VIEs and the nominee shareholders of our VIEs to control the business operations of our VIEs. Revenues contributed by our VIEs accounted for 97%, 92% and 92% of our total net revenue for the years of 2020, 2021 and 2022, respectively. As used in this annual report, “we,” “us,” “our Company,” “our,” or “Qifu Technology,” refers to Qifu Technology, Inc., its subsidiaries, and, in the context of describing our operations and consolidated financial information, our VIEs and their subsidiaries in China, including but not limited to Shanghai Qiyu, Fuzhou Financing Guarantee and Shanghai Financing Guarantee. Investors in our ADSs are not purchasing equity interest in our 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) voting proxy agreements, equity interest pledge agreements and loan agreements, which provide us with effective control over our VIEs in China, (ii) exclusive business cooperation agreements, which allow us to receive economic benefits from our VIEs in China, and (iii) exclusive option agreements, which provide us with the option to purchase the equity interests in, and assets of, our VIEs (collectively, “contractual arrangements”). Terms contained in each set of contractual arrangements with our 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 Shareholders.”
However, the contractual arrangements may not be as effective as direct ownership in providing us with control over our 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 our 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.”
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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 our 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 our 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 our 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 our VIEs and, consequently, significantly affect the financial performance of the VIEs and VIEs’ subsidiaries and our Company as a whole. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.”
We face various risks and uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we are subject to 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 our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. Pursuant to the Holding Foreign Companies Accountable Act, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor. In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of this annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PCAOB had historically been 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 of our auditor in the past has deprived our investors with the benefits of such inspections” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”
PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted offshore by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D. 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.”
Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to us.”
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Permissions Required from the PRC Government Authorities for Our Operations
We conduct our business primarily through our subsidiaries, our VIEs and their subsidiaries in China. Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries, our 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 our VIEs in China, including, among others, financing guarantee business license owned by Fuzhou Financing Guarantee, value-added telecommunications license owned by Shanghai Qiyu, the incorporation approval of and the value-added telecommunications license owned by 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. Key Information—D. Risk Factors—Risks Related to Doing Business in China—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.”
Furthermore, we and our VIEs will 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 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 our ADSs. See “Item 3. Key Information—D. 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” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval of and filing with the CSRC or other PRC government authorities will be required if we conduct offshore offerings in the future, and we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.”
Cash and Asset Flows through Our Organization
Qifu Technology, Inc. is a holding company with no material operations of its own. We conduct our operations in China primarily through our subsidiaries and VIEs in China. As a result, although other means are available for us to obtain financing at the holding company level, Qifu Technology, 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 our 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 Qifu Technology, Inc. In addition, our PRC subsidiaries are permitted to pay dividends to Qifu Technology, 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.” For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—D. 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.”
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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 RMB2,740.4 million, RMB8,283.6 million and RMB14,436.1 million (US$2,093.0 million) as of December 31, 2020, 2021 and 2022, respectively. Our PRC subsidiaries, our 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 “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Governmental control of currency conversion may limit our ability to utilize our net revenue effectively and affect the value of your investment” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Holding Company Structure.” 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, Qifu Technology, Inc. may provide funding to our PRC subsidiaries only through capital contributions or loans, and to our VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements. Qifu Technology, Inc. has extended loans to our PRC subsidiaries and VIEs since 2018. The related cash flows include (i) a net funding of RMB67.2 million to PRC subsidiaries in 2020, a net repayment of RMB51.7 million by PRC subsidiaries in 2021, and a net funding of RMB7.7 million (US$1.1 million) to PRC subsidiaries in 2022; and (ii) a net funding of RMB3.6 million, RMB205.5 million to VIEs in 2020 and 2021, respectively, and a net repayment RMB1,588.3 million (US$230.3 million) by VIEs in 2022.
Our VIEs may transfer cash to our relevant WFOE by paying service fees according to the exclusive business cooperation agreements. Our 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 business cooperation agreement, to the extent permitted by applicable PRC laws. In 2020, 2021 and 2022, service fees charged and paid to our WFOE by our VIEs in China amounted to RMB89.7 million, RMB5,001.9 million and RMB420.3 million (US$60.9 million), respectively. In 2020, 2021 and 2022, service fees charged and paid to our other PRC subsidiaries by our VIEs in China amounted to RMB286.4 million, RMB616.5 million and RMB3.3 million (US$0.5 million), respectively.
In 2020 and 2021, our VIEs in China extended loans to our PRC subsidiaries with a net cash outflow of RMB20.0 million and RMB3,658.3 million, respectively. In 2022, our PRC subsidiaries paid up the outstanding loans and started to extend loans to our VIEs in China with a net cash outflow of RMB859.9 million (US$124.7 million). In 2020, 2021 and 2022, the total amount of service fees charged and paid to our VIEs in China by our PRC subsidiaries under the shared service agreement was RMB20.3 million, RMB258.2 million and RMB103.1 million (US$14.9 million), respectively.
In 2020, 2021 and 2022, no assets other than cash flows discussed above were transferred through our organization.
For the years ended December 31, 2020, 2021 and 2022, dividends of nil, nil and US$146.4 million were paid to shareholders of record as of designated record dates. 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 Qifu Technology, Inc. Since we currently have sufficient cash at Qifu Technology, Inc. to pay dividends, we intend to reinvest undistributed profits of our subsidiaries in our operations in China. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.” For PRC and United States federal income tax considerations of an investment in our ADSs, see “Item 10. Additional Information—E. Taxation.”
7
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 | % |
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. |
(3) | 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. |
Selected Financial Data
Our Selected Combined and Consolidated Financial Data
The following selected consolidated statements of operations data for the years ended December 31, 2020, 2021 and 2022, selected consolidated balance sheet data as of December 31, 2021 and 2022 and selected consolidated cash flow data for the years ended December 31, 2020, 2021 and 2022 have been derived from our audited consolidated financial statements included elsewhere in this annual report. Our selected combined and consolidated balance sheets data as of December 31, 2018, 2019 and 2020 and the selected combined and consolidated statements of operations data and cash flow data for the year ended December 31, 2018 and 2019 have been derived from our audited combined and consolidated financial statements not included in this annual report. Our combined and consolidated financial statements are prepared and presented in accordance with U.S. GAAP.
8
You should read the summary combined and consolidated financial information in conjunction with our combined and consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report. Our historical results are not necessarily indicative of our results expected for future periods.
Years Ended December 31, | ||||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | |
(in thousands, except for per share data) | ||||||||||||
Selected Combined and Consolidated Statements of Operations Data: | ||||||||||||
Net revenue |
|
|
|
|
|
|
| |||||
Credit driven services(1) | 4,170,271 | 8,013,391 | 11,403,675 | 10,189,167 | 11,586,251 | 1,679,849 | ||||||
Loan facilitation and servicing fees-capital heavy | 3,807,242 | 6,273,131 |
| 4,596,555 |
| 2,326,027 | 2,086,414 |
| 302,502 | |||
Financing income | 267,844 | 1,309,616 |
| 2,184,180 |
| 2,184,128 | 3,487,951 |
| 505,705 | |||
Revenue from releasing of guarantee liabilities | 25,169 | 285,407 |
| 4,506,935 |
| 5,583,135 | 5,899,153 |
| 855,297 | |||
Other services fees | 70,016 | 145,237 |
| 116,005 |
| 95,877 | 112,733 |
| 16,345 | |||
Platform services(1) | 276,747 | 1,206,456 | 2,160,279 | 6,446,478 | 4,967,679 | 720,245 | ||||||
Loan facilitation and servicing fees-capital light | 58,348 | 814,581 | 1,826,654 | 5,677,941 | 4,124,726 | 598,029 | ||||||
Referral services fees | 211,087 | 375,551 | 265,300 | 620,317 | 561,372 | 81,391 | ||||||
Other services fees | 7,312 | 16,324 | 68,325 | 148,220 | 281,581 | 40,825 | ||||||
Total net revenue | 4,447,018 | 9,219,847 |
| 13,563,954 |
| 16,635,645 | 16,553,930 |
| 2,400,094 | |||
Operating costs and expenses:(2) |
|
|
| |||||||||
Facilitation, origination and servicing | 666,067 | 1,083,372 |
| 1,600,564 |
| 2,252,157 | 2,373,458 |
| 344,119 | |||
Funding costs | 71,617 | 344,999 | 595,623 | 337,426 | 504,448 | 73,138 | ||||||
Sales and marketing | 1,321,950 | 2,851,519 |
| 1,079,494 |
| 2,090,374 | 2,206,948 |
| 319,977 | |||
General and administrative | 560,702 | 428,189 |
| 455,952 |
| 557,295 | 412,794 |
| 59,850 | |||
Provision for loans receivable | 44,474 | 486,991 |
| 698,701 |
| 965,419 | 1,580,306 |
| 229,123 | |||
Provision for financial assets receivable | 53,989 | 166,176 |
| 312,058 |
| 243,946 | 397,951 |
| 57,697 | |||
Provision for accounts receivable and contract assets | 83,707 | 230,280 |
| 237,277 |
| 324,605 | 238,065 |
| 34,516 | |||
Provision for contingent liabilities | — | — | 4,794,127 | 3,078,224 | 4,367,776 | 633,268 | ||||||
Expense on guarantee liabilities | — | 734,730 | — | — | — | — | ||||||
Total operating costs and expenses | 2,802,506 | 6,326,256 |
| 9,773,796 |
| 9,849,446 | 12,081,746 |
| 1,751,688 | |||
Income from operations | 1,644,512 | 2,893,591 |
| 3,790,158 |
| 6,786,199 | 4,472,184 |
| 648,406 | |||
Interest income (expense), net | 10,026 | (41,707) |
| 77,169 |
| 126,256 | 182,301 |
| 26,431 | |||
Foreign exchange (loss) gain | (2,563) | (24,875) |
| 101,534 |
| 35,549 | (160,225) |
| (23,230) | |||
Investment gain (loss) | — | — | — | 10,115 | (19,888) | (2,883) | ||||||
Other income, net | 7,696 | 140,278 |
| 112,884 |
| 64,590 | 268,000 |
| 38,856 | |||
Income before income tax benefit | 1,659,671 | 2,967,287 |
| 4,081,745 |
| 7,022,709 | 4,742,372 |
| 687,580 | |||
Income tax expense | (466,360) | (465,983) |
| (586,036) |
| (1,258,196) | (736,804) |
| (106,827) | |||
Net income | 1,193,311 | 2,501,304 |
| 3,495,709 |
| 5,764,513 | 4,005,568 |
| 580,753 | |||
Net loss attributable to non-controlling interests | — | 291 |
| 897 |
| 17,212 | 18,605 |
| 2,697 | |||
Deemed dividend | (3,097,733) | — |
| — |
| — | — |
| — | |||
Net (loss) income attributable to ordinary shareholders of the Company | (1,904,422) | 2,501,595 | 3,496,606 | 5,781,725 | 4,024,173 | 583,450 | ||||||
Net (loss) income per ordinary share attributable to ordinary shareholders of Qifu Technology, Inc. |
|
|
| |||||||||
Basic | (9.39) | 8.66 |
| 11.72 |
| 18.82 | 12.87 |
| 1.87 | |||
Diluted | (9.39) | 8.31 |
| 11.40 |
| 17.99 | 12.50 |
| 1.81 | |||
Net (loss) income per ADSs attributable to ordinary shareholders of Qifu Technology, Inc. | ||||||||||||
Basic | (18.78) | 17.32 | 23.44 | 37.64 | 25.74 | 3.74 | ||||||
Diluted | (18.78) | 16.62 | 22.80 | 35.98 | 25.00 | 3.62 | ||||||
Weighted average shares used in calculating net income per ordinary share |
|
|
| |||||||||
Basic | 202,751,277 | 288,827,604 |
| 298,222,207 |
| 307,265,600 | 312,589,273 |
| 312,589,273 | |||
Diluted | 202,751,277 | 300,938,470 |
| 306,665,099 |
| 321,397,753 | 322,018,510 |
| 322,018,510 |
Notes:
(1) | Starting from 2019, we report revenue streams in two categories—credit driven services and platform services, to provide more relevant information. We also revised the comparative period presentation to conform to current period classification. |
9
(2) | Share-based compensation expenses were allocated as follows: |
Years Ended December 31, | ||||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | |
(in thousands, except for per share data) | ||||||||||||
Facilitation origination and servicing | 150,177 | 55,601 | 72,192 | 75,209 | 73,945 | 10,720 | ||||||
Sales and marketing | 15,700 | 6,805 |
| 8,164 |
| 12,340 | 4,328 |
| 628 | |||
General and administrative | 441,504 | 188,022 |
| 220,805 |
| 166,373 | 121,464 |
| 17,611 | |||
Total | 607,381 | 250,428 |
| 301,161 |
| 253,922 | 199,737 |
| 28,959 |
The following table presents our selected combined and consolidated balance sheet data as of the dates indicated.
As of December 31, | ||||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | |
(in thousands) | ||||||||||||
Selected Combined and Consolidated Balance Sheets Data: | ||||||||||||
Current assets: |
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents | 1,445,802 | 2,108,123 |
| 4,418,416 |
| 6,116,360 |
| 7,165,584 |
| 1,038,912 | ||
Restricted cash | 567,794 | 1,727,727 |
| 2,355,850 |
| 2,643,587 |
| 3,346,779 |
| 485,237 | ||
Security deposit prepaid to third-party guarantee companies | 795,700 | 932,983 |
| 915,144 |
| 874,886 |
| 396,699 |
| 57,516 | ||
Accounts receivable and contract assets, net | 1,791,745 | 2,332,364 |
| 2,394,528 |
| 3,097,254 |
| 2,868,625 |
| 415,912 | ||
Financial assets receivable, net | 1,193,621 | 1,912,554 |
| 3,565,482 |
| 3,806,243 |
| 2,982,076 |
| 432,360 | ||
Loans receivable, net | 811,433 | 9,239,565 |
| 7,500,629 |
| 9,844,481 |
| 15,347,662 |
| 2,225,202 | ||
Total current assets | 7,342,019 | 19,503,488 |
| 21,876,042 |
| 27,757,223 |
| 34,097,466 |
| 4,943,667 | ||
Land use rights, net | — | — | — | 1,018,908 | 998,185 | 144,723 | ||||||
Total non-current assets | 7,716 | 852,113 |
| 2,511,263 |
| 5,747,772 |
| 6,245,704 |
| 905,543 | ||
Total assets | 7,349,735 | 20,355,601 |
| 24,387,305 |
| 33,504,995 |
| 40,343,170 |
| 5,849,210 | ||
Current liabilities: |
|
|
|
|
| |||||||
Payable to investors of the consolidated trusts-current | 300,341 | 4,423,717 |
| 3,117,634 |
| 2,304,518 |
| 6,099,520 |
| 884,347 | ||
Guarantee liabilities-stand ready | 1,399,174 | 2,212,125 |
| 4,173,497 |
| 4,818,144 |
| 4,120,346 |
| 597,394 | ||
Guarantee liabilities-contingent | — | 734,730 | 3,543,454 | 3,285,081 | 3,418,391 | 495,620 | ||||||
Income tax payable | 432,066 | 1,056,219 | 1,227,314 | 624,112 | 661,015 | 95,838 | ||||||
Total current liabilities | 2,893,781 | 9,667,187 |
| 13,384,508 |
| 14,143,186 |
| 16,749,918 |
| 2,428,510 | ||
Payable to investors of the consolidated trusts-noncurrent | — | 3,442,500 | 1,468,890 | 4,010,597 | 4,521,600 | 655,570 | ||||||
Total non-current liabilities | 15,758 | 3,473,684 | 1,521,707 | 4,145,200 | 4,661,955 | 675,920 | ||||||
Total shareholder’s equity | 4,440,196 | 7,214,730 |
| 9,481,090 |
| 15,216,609 |
| 18,931,297 |
| 2,744,780 | ||
Total liabilities and equity | 7,349,735 | 20,355,601 |
| 24,387,305 |
| 33,504,995 |
| 40,343,170 |
| 5,849,210 |
10
The following table presents our selected combined and consolidated cash flow data for the years ended December 31, 2018, 2019, 2020, 2021 and 2022.
Years Ended December 31, | ||||||||||||
2018 | 2019 | 2020 | 2021 | 2022 | ||||||||
| RMB |
| RMB |
| RMB |
| RMB |
| RMB |
| US$ | |
(in thousands) | ||||||||||||
Summary Combined and Consolidated Cash Flow Data: | ||||||||||||
Net cash provided by operating activities | 285,116 |
| 2,973,075 |
| 5,325,810 |
| 5,789,700 |
| 5,922,515 |
| 858,683 | |
Net cash provided by/(used in) investing activities | 327,649 |
| (8,860,441) |
| 892,770 |
| (6,064,328) |
| (7,355,975) |
| (1,066,515) | |
Net cash provided by/(used in) financing activities | 457,430 |
| 7,707,858 |
| (3,282,400) |
| 2,263,720 |
| 3,204,068 |
| 464,548 | |
Net increase in cash and cash equivalents | 1,057,167 |
| 1,822,254 |
| 2,938,416 |
| 1,985,681 |
| 1,752,416 |
| 254,076 | |
Cash, cash equivalents, and restricted cash at the beginning of year | 956,429 |
| 2,013,596 |
| 3,835,850 |
| 6,774,266 |
| 8,759,947 |
| 1,270,073 | |
Cash, cash equivalents, and restricted cash at the end of year | 2,013,596 |
| 3,835,850 |
| 6,774,266 |
| 8,759,947 |
| 10,512,363 |
| 1,524,149 |
We present our financial results in RMB. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The RPC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.8972 to US$1.00, the noon buying rate as of December 30, 2022.
Financial Information Related to Our Consolidated Variable Interest Entities
The following table presents the condensed consolidated schedule of financial position, results of operations and cash flow data for our Company, our consolidated VIEs and other subsidiaries as of the dates or for the periods presented, as the case may be.
| For the Year Ended December 31, 2022 | |||||||||
VIEs |
| The Company |
| Subsidiaries(1) |
| Eliminations |
| Consolidated Total | ||
(RMB in thousands) | ||||||||||
Total net revenues | 15,362,636 | — | 1,697,675 | (506,381) | 16,553,930 | |||||
Total operating costs and expenses | 11,681,635 | 17,468 | 889,024 | (506,381) | 12,081,746 | |||||
Income (loss) from operations | 3,681,001 | (17,468) | 808,651 | — | 4,472,184 | |||||
Income (loss) before income tax expense | 3,856,803 | (34,045) | 919,614 | — | 4,742,372 | |||||
Equity in earnings of subsidiaries and VIEs | — | 4,058,218 | 3,249,264 | (7,307,482) | — | |||||
Net income (loss) | 3,230,659 | 4,024,173 | 4,058,218 | (7,307,482) | 4,005,568 | |||||
Net income (loss) attributable to ordinary shareholders of the Company | 3,249,264 | 4,024,173 | 4,058,218 | (7,307,482) | 4,024,173 |
For the Year Ended December 31, 2021 | ||||||||||
VIEs |
| The Company |
| Subsidiaries(1) |
| 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 |
| 14,279,287 |
| 51,233 |
| 1,187,973 |
| (5,669,047) |
| 9,849,446 |
Income (loss) from operations |
| 1,378,406 |
| (51,233) |
| 5,459,026 |
| — |
| 6,786,199 |
Income (loss) before income tax expense |
| 1,567,515 |
| (56,749) |
| 5,511,943 |
| — |
| 7,022,709 |
Equity in earnings of subsidiaries and VIEs | — | 5,838,474 | 1,077,675 | (6,916,149) | — | |||||
Net income (loss) |
| 1,060,421 |
| 5,781,725 |
| 5,838,516 |
| (6,916,149) |
| 5,764,513 |
Net income (loss) attributable to ordinary shareholders of the Company |
| 1,077,675 |
| 5,781,725 |
| 5,838,474 |
| (6,916,149) |
| 5,781,725 |
11
For the Year Ended December 31, 2020 | ||||||||||
| VIEs |
| The Company |
| Subsidiaries(1) |
| Eliminations |
| Consolidated Total | |
(RMB in thousands) | ||||||||||
Total net revenues |
| 13,146,052 |
| — |
| 1,325,097 |
| (907,195) |
| 13,563,954 |
Total operating costs and expenses |
| 10,381,827 |
| 16,453 |
| 282,711 |
| (907,195) |
| 9,773,796 |
Income (loss) from operations |
| 2,764,226 |
| (16,453) |
| 1,042,387 |
| — |
| 3,790,160 |
Income (loss) before income tax expense |
| 3,033,487 |
| (4,030) |
| 1,052,288 |
| — |
| 4,081,745 |
Equity in earnings of subsidiaries and VIEs | — | 3,500,636 | 2,547,806 | (6,048,442) | — | |||||
Net income (loss) |
| 2,547,806 |
| 3,496,606 |
| 3,499,739 |
| (6,048,442) |
| 3,495,709 |
Net income (loss) attributable to ordinary shareholders of the Company |
| 2,547,806 |
| 3,496,606 |
| 3,500,636 |
| (6,048,442) |
| 3,496,606 |
Selected Condensed Consolidated Balance Sheets Information
| As of December 31, 2022 | |||||||||
| VIEs |
| The Company |
| Subsidiaries(1) |
| Eliminations |
| Consolidated Total | |
(RMB in thousands) | ||||||||||
Cash and cash equivalents | 6,437,420 | 464,323 | 263,841 | — | 7,165,584 | |||||
Restricted cash | 3,346,779 | — | — | — | 3,346,779 | |||||
Security deposit prepaid to third-party guarantee companies | 396,699 | — | — | — | 396,699 | |||||
Account receivables and contract assets, net | 1,933,292 | — | 1,196,652 | — | 3,129,944 | |||||
Financial assets receivable, net | 3,670,919 | — | — | — | 3,670,919 | |||||
Loan receivable, net | 18,484,656 | — | — | — | 18,484,656 | |||||
Land use rights, net | 998,185 | — | — | — | 998,185 | |||||
Intercompany receivables | 5,906,972 | 295,180 | 6,085,874 | (12,288,026) | — | |||||
Investments in subsidiaries and VIEs | — | 18,275,772 | 16,683,458 | (34,959,230) | — | |||||
Total assets | 44,093,493 | 19,041,600 | 24,455,333 | (47,247,256) | 40,343,170 | |||||
Payable to investors of the consolidated trusts-current | 6,099,520 | — | — | — | 6,099,520 | |||||
Guarantee liabilities-stand ready | 4,120,346 | — | — | — | 4,120,346 | |||||
Guarantee liabilities-contingent | 3,418,391 | — | — | — | 3,418,391 | |||||
Income tax payable | 614,687 | — | 46,328 | — | 661,015 | |||||
Payable to investors of the consolidated trusts-noncurrent | 4,521,600 | — | — | — | 4,521,600 | |||||
Intercompany payables | 6,327,635 | — | 5,960,391 | (12,288,026) | — | |||||
Total liabilities | 27,325,894 | 194,444 | 6,179,561 | (12,288,026) | 21,411,873 | |||||
Total equity | 16,767,599 | 18,847,156 | 18,275,772 | (34,959,230) | 18,931,297 |
12
| As of December 31, 2021 | |||||||||
| VIEs |
| The Company |
| Subsidiaries(1) |
| 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 |
| 9,343,119 |
| (23,376,047) |
| — | |
Total assets | 33,145,997 |
| 15,761,812 |
| 17,002,405 |
| (32,405,219) |
| 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 | 14,032,928 | (23,376,047) | 15,216,609 |
| As of December 31, 2020 | |||||||||
VIEs |
| The Company |
| Subsidiaries(1) |
| 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 |
| 7,511,011 |
| (15,451,545) |
| — | |
Total assets | 24,615,835 |
| 9,564,894 |
| 9,479,481 |
| (19,272,905) |
| 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 |
| 7,940,534 |
| (15,451,545) |
| 9,481,090 |
13
Selected Condensed Consolidated Cash Flows Information
| For the Year Ended December 31, 2022 | |||||||||
VIEs |
| The Company |
| Subsidiaries(1) |
| Eliminations |
| Consolidated Total | ||
(RMB in thousands) | ||||||||||
|
|
|
|
| ||||||
Net cash provided by (used in) operating activities | 2,475,105 | (66,836) | 3,514,246 | — | 5,922,515 | |||||
Net cash (used in) provided by investing activities | (7,360,063) | 1,583,956 | (4,762,234) | 3,182,366 | (7,355,975) | |||||
Net cash provided by (used in) financing activities | 7,419,720 | (1,039,580) | 6,294 | (3,182,366) | 3,204,068 |
| For the Year Ended December 31, 2021 | |||||||||
VIEs |
| The Company |
| Subsidiaries(1) |
| 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 provided by (used in) investing activities | 932,141 |
| (70,776) |
| (59,350) |
| 90,755 |
| 892,770 | |
Net cash (used in) provided by financing activities | (3,364,319) |
| 86,305 |
| 86,369 |
| (90,755) |
| (3,282,400) |
Note:
(1) | The financial statement amounts for our consolidated subsidiaries are prepared using same accounting policies as set out in the consolidated financial statements except that equity method has been used to account for investments in VIEs. |
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Summary of Risk Factors
An investment in our ADSs involves significant risks. Below is a summary of material risks we face, organized under relevant headings. These risks are discussed more fully below in this Item 3. Key Information—D. Risk Factors.
Risks Related to Our Business and Industry
Risks and uncertainties related to our business include, but not limited to, the following:
● | The Credit-Tech industry is rapidly evolving, which makes it difficult to effectively assess our future prospects; |
● | We have a limited operating history and are subject to credit cycles and the risk of deterioration of credit profiles of borrowers; |
● | 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; |
14
● | 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; |
● | 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; |
● | The pricing of loans facilitated through our platform may be deemed to exceed interest rate limits imposed by regulations; |