Qifu Technology, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2023

Commission File Number 001-38752

Qifu Technology, Inc.

(Translation of registrant’s name into English)

7/F Lujiazui Finance Plaza

No. 1217 Dongfang Road

Pudong New Area, Shanghai 200122

People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨

EXPLANATORY NOTE

Qifu Technology, Inc. (the “Company”) filed its annual report on Form 20-F for the fiscal year ended December 31, 2022 with the United States Securities and Exchange Commission on April 27, 2023, U.S. Eastern Time. On April 27, 2023, Hong Kong Time, the Company also published its annual report for the fiscal year ended December 31, 2022 (the “HK Annual Report”) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “HKEX Listing Rules”). Pursuant to the HKEX Listing Rules, the HK Annual Report contains supplemental disclosure of reconciliation of the material differences between the consolidated financial statements of the Company prepared under the U.S. GAAP and International Financial Reporting Standards, which has been attached hereto as exhibit 99.1.

Exhibit Index

Exhibit 99.1 — Supplemental Disclosure—Reconciliation Between U.S. GAAP and International Financial Reporting Standards

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Qifu Technology, Inc.

	By:	/s/ Alex Xu
	Name:	Alex Xu
	Title:	Director and Chief Financial Officer

Date: April 27, 2023

Exhibit 99.1

RECONCILIATION BETWEEN U.S. GAAP AND INTERNATIONAL FINANCING REPORTING STANDARD

The financial statements are prepared in accordance with U.S. GAAP, which differ in certain respects from International Financial Reporting Standards ("IFRS"). The effects of material differences between the financial statements of the Group prepared under U.S. GAAP and IFRS are as follows:

Consolidated Balance Sheet	As of December 31, 2021
	Amounts in thousands of Renminbi (“RMB”)
	Amounts as reported under U.S. GAAP		IFRS adjustments												Amounts as reported under IFRS
			Expected credit losses, net of tax			Effective interest rate on loans receivable, net of tax			Share-based compensation			Financial guarantee, net of tax
			(Note i)			(Note ii)			(Note iii)			(Note iv)
	RMB		RMB			RMB			RMB			RMB			RMB
ASSETS
Current assets:
Financial assets receivable, net		3,806,243		—			—			—			(3,784,709	)		21,534
Loans receivable, net		9,844,481		—			(19,647	)		—			—			9,824,834
Total current assets		27,757,223		—			(19,647	)		—			(3,784,709	)		23,952,867
Non-current assets:
Financial assets receivable, net-noncurrent		597,965		—			—			—			(597,965	)		—
Loans receivable, net-noncurrent		2,859,349		83,143			(626	)		—			—			2,941,866
Deferred tax assets		834,717		122,942			—			—			(89,419	)		868,240
Total non-current assets		5,747,772		206,085			(626	)		—			(687,384	)		5,265,847
TOTAL ASSETS		33,504,995		206,085			(20,273	)		—			(4,472,093	)		29,218,714
LIABILITIES AND EQUITY
LIABILITIES
Current liabilities:
Guarantee liabilities-stand ready		4,818,144		—			—			—			(4,818,144	)		—
Guarantee liabilities-contingent		3,285,081		(523,076	)		—			—			—			2,762,005
Other tax payable		241,369		—			(1,147	)		—			—			240,222
Total current liabilities		14,143,186		(523,076	)		(1,147	)		—			(4,818,144	)		8,800,819
Non-current liabilities:
Deferred tax liabilities		121,426		—			(3,288	)		—			—			118,138
Total non-current liabilities		4,145,200		—			(3,288	)		—			—			4,141,912
TOTAL LIABILITIES		18,288,386		(523,076	)		(4,435	)		—			(4,818,144	)		12,942,731
SHAREHOLDERS’ EQUITY
Additional paid-in capital		5,672,267		—			—			67,637			—			5,739,904
Retained earnings		9,642,506		729,161			(15,838	)		(67,637	)		346,051			10,634,243
TOTAL QIFU TECHNOLOGY INC EQUITY		15,203,863		729,161			(15,838	)		—			346,051			16,263,237
TOTAL EQUITY		15,216,609		729,161			(15,838	)		—			346,051			16,275,983
TOTAL LIABILITIES AND EQUITY		33,504,995		206,085			(20,273	)		—			(4,472,093	)		29,218,714

Consolidated Statement of Operations	Year ended December 31, 2021
	Amounts in thousands of Renminbi (“RMB”)
	Amounts as reported under U.S. GAAP			IFRS adjustments												Amounts as reported under IFRS
				Expected credit Losses, net of tax			Effective interest rate on loans receivable, net of tax			Share-based compensation			Financial Guarantee, net of tax
				(Note i)			(Note ii)			(Note iii)			(Note iv)
	RMB			RMB			RMB			RMB			RMB			RMB
Revenue, net of value-added tax and related surcharges:
Credit driven services		10,189,167			—			(15,219	)		—			—			10,173,948
Financing income		2,184,128			—			(15,219	)		—			—			2,168,909
Total net revenue		16,635,645			—			(15,219	)		—			—			16,620,426
Operating costs and expenses:
Facilitation, origination and servicing		2,252,157			—			—			27,600			—			2,279,757
Sales and marketing		2,090,374			—			—			5,654			—			2,096,028
General and administrative		557,295			—			—			2,981			—			560,276
Provision for loans receivable		965,419			(80,162	)		—			—			—			885,257
Provision for financial assets receivable		243,946			—			—			—			(199,924	)		44,022
Provision for contingent liabilities		3,078,224			191,412			—			—			—			3,269,636
Total operating costs and expenses		9,849,446			111,250			—			36,235			(199,924	)		9,797,007
Income from operations		6,786,199			(111,250	)		(15,219	)		(36,235	)		199,924			6,823,419
Income before income tax expense		7,022,709			(111,250	)		(15,219	)		(36,235	)		199,924			7,059,929
Income tax expense		(1,258,196	)		19,932			2,727			—			(35,819	)		(1,271,356	)
Net income		5,764,513			(91,318	)		(12,492	)		(36,235	)		164,105			5,788,573
Net income attributable to ordinary shareholders of the Company		5,781,725			(91,318	)		(12,492	)		(36,235	)		164,105			5,805,785

Consolidated Balance Sheet	As of December 31, 2022
	Amounts in thousands of Renminbi (“RMB”)
	Amounts as reported under U.S. GAAP		IFRS adjustments												Amounts as reported under IFRS
			Expected credit losses, net of tax			Effective interest rate on loans receivable, net of tax			Share-based compensation			Financial guarantee, net of tax
			(Note i)			(Note ii)			(Note iii)			(Note iv)
	RMB		RMB			RMB			RMB			RMB			RMB
ASSETS
Current assets:
Financial assets receivable, net		2,982,076		—			—			—			(2,966,528	)		15,548
Amounts due from related parties		394,872		—			—			—			(33,296	)		361,576
Loans receivable, net		15,347,662		—			(88,430	)		—			—			15,259,232
Total current assets		34,097,466		—			(88,430	)		—			(2,999,824	)		31,009,212
Non-current assets:
Financial assets receivable, net-noncurrent		688,843		—			—			—			(688,843	)		—
Amounts due from related parties		33,236		—			—			—			(6,720	)		26,516
Loans receivable, net-noncurrent		3,136,994		137,155			(44,120	)		—			—			3,230,029
Deferred tax assets		1,019,171		72,932			—			—			(132,927	)		959,176
Total non-current assets		6,245,704		210,087			(44,120	)		—			(828,490	)		5,583,181
TOTAL ASSETS		40,343,170		210,087			(132,550	)		—			(3,828,314	)		36,592,393
LIABILITIES AND EQUITY
LIABILITIES
Current liabilities:
Guarantee liabilities-stand ready		4,120,346		—			—			—			(4,120,346	)		—
Guarantee liabilities-contingent		3,418,391		(790,950	)		—			—			—			2,627,441
Other tax payable		182,398		—			(7,502	)		—			—			174,896
Total current liabilities		16,749,918		(790,950	)		(7,502	)		—			(4,120,346	)		11,831,120
Non-current liabilities:
Deferred tax liabilities		100,835		—			(19,744	)		—			—			81,091
Total non-current liabilities		4,661,955		—			(19,744	)		—			—			4,642,211
TOTAL LIABILITIES		21,411,873		(790,950	)		(27,246	)		—			(4,120,346	)		16,473,331
SHAREHOLDERS’ EQUITY
Additional paid-in capital		6,095,225		—			—			71,032			—			6,166,257
Retained earnings		12,803,684		1,001,037			(105,304	)		(71,032	)		292,032			13,920,417
TOTAL QIFU TECHNOLOGY INC EQUITY		18,847,156		1,001,037			(105,304	)		—			292,032			20,034,921
TOTAL EQUITY		18,931,297		1,001,037			(105,304	)		—			292,032			20,119,062
TOTAL LIABILITIES AND EQUITY		40,343,170		210,087			(132,550	)		—			(3,828,314	)		36,592,393

Consolidated Statement of Operations	Year ended December 31, 2022
	Amounts in thousands of Renminbi (“RMB”)
	Amounts as reported under U.S. GAAP			IFRS adjustments												Amounts as reported under IFRS
				Expected credit Losses, net of tax			Effective interest rate on loans receivable, net of tax			Share-based compensation			Financial Guarantee, net of tax
				(Note i)			(Note ii)			(Note iii)			(Note iv)
	RMB			RMB			RMB			RMB			RMB			RMB
Revenue, net of value-added tax and related surcharges:
Credit driven services		11,586,251			—			(105,922	)		—			—			11,480,329
Financing income		3,487,951			—			(105,922	)		—			—			3,382,029
Total net revenue		16,553,930			—			(105,922	)		—			—			16,448,008
Operating costs and expenses:
Facilitation, origination and servicing		2,373,458			—			—			7,041			—			2,380,499
Sales and marketing		2,206,948			—			—			(640	)		—			2,206,308
General and administrative		412,794			—			—			(3,006	)		—			409,788
Provision for loans receivable		1,580,306			(54,012	)		—			—			—			1,526,294
Provision for financial assets receivable		397,951			—			—			—			(280,032	)		117,919
Provision for contingent liabilities		4,367,776			(267,874	)		—			—			—			4,099,902
Total operating costs and expenses		12,081,746			(321,886	)		—			3,395			(280,032	)		11,483,223
Income from operations		4,472,184			321,886			(105,922	)		(3,395	)		280,032			4,964,785
Income before income tax expense		4,742,372			321,886			(105,922	)		(3,395	)		280,032			5,234,973
Income tax expense		(736,804	)		(50,010	)		16,457			—			(43,507	)		(813,864	)
Net income		4,005,568			271,876			(89,465	)		(3,395	)		236,525			4,421,109
Net income attributable to ordinary shareholders of the Company		4,024,173			271,876			(89,465	)		(3,395	)		236,525			4,439,714

Notes:

(i)

Expected credit losses, net of tax

Under U.S. GAAP, ASC 326 requires recognition of allowances upon origination or acquisition of financial assets at an estimate to reflect expected credit losses over the contractual term of the financial assets (the current expected credit loss or the “CECL” model), and adjusted as of each subsequent reporting period. Under IFRS, in accordance with IFRS 9, only the portion of lifetime expected credit loss (“ECL”) that results from default events that are possible within 12 months after the reporting date is recorded (“stage 1”) upon initial recognition. Lifetime expected credit losses are subsequently recorded only if there is a significant increase in the credit risk of the asset (“stage 2”). Once there is objective evidence of impairment (“stage 3”), lifetime ECL continues to be recognized, but interest revenue is calculated on the net carrying amount (that is, amortized cost net of the credit allowance). Accordingly, the reconciliation includes a difference in the credit losses for loans receivable and guarantee liabilities to reflect the difference between IFRS 9 and ASC 326.

(ii)

Effective interest rate on loans receivable, net of tax

The Group recognizes revenue fees and interests charged to the borrowers over the lifetime of the loans using the effective interest method under “financing income” in the consolidated statement of operations. Under U.S. GAAP, the effective interest rate is computed on the basis of the contractual cash flows over the contractual term of the loan. Under IFRS, the effective interest rate is computed on the basis of the estimated cash flows that are expected to be received over the expected life of a loan by considering all of the loan’s contractual terms (e.g., prepayment and similar options). Accordingly, the reconciliation includes a difference in financing income and loans receivable as a result.

(iii)

Share-based compensation

The Group granted options and restricted shares with service condition only to employees and the share-based compensation expenses were recognized over the vesting period using straight-line method under U.S. GAAP. The Company is allowed to make an accounting policy election to account for awards forfeitures as they occur or by estimating expected forfeitures as compensation cost is recognized. The Company elects to account for forfeitures in the period they occur as a deduction to expense. While under IFRS, the graded vesting method must be applied and in regard of forfeitures of the awards, the Group is required to estimate the forfeitures. Accordingly, the reconciliation includes an expense recognition difference in the consolidated statements of comprehensive loss of RMB 36,235 and RMB 3,395 for each of the years ended December 31, 2021 and 2022, respectively.

(iv)

Financial guarantee, net of tax

Under U.S. GAAP, the Group adopted ASC 326, Financial Instruments—Credit Losses, which requires gross accounting for guarantee liability. As a result, at inception of the guarantee, the Group will recognize both a stand-ready guarantee liability under ASC 460 with an associated financial assets receivable, and a contingent guarantee liability with an allowance under CECL model. Subsequent to the initial recognition, the ASC 460 stand-ready guarantee liability is released into guarantee revenue on a straight-line basis over the term of the guarantee, while the contingent guarantee is reduced by the payouts made by the Group to compensate the investors upon borrowers’ default. Under IFRS, according to IFRS 9 and IFRS 15, we chose to apply the accounting policy that guarantee premium receivable is accrued and the corresponding revenue recognized on a monthly basis as the service fees are due and collected by installment rather than upfront. After initial recognition, we subsequently measure the financial guarantees at the higher of (1) the amount of the loss allowance and (2) the amount initially recognized less, when appropriate, the cumulative amount of income recognized in accordance with the principles of IFRS 15. Accordingly, the reconciliation includes a difference in financial guarantee to reduce the liabilities recorded.

Tax impacts for each difference have been reflected in respective columns.