United States securities and exchange commission logo

                            September 18, 2023

       Alex Xu
       Chief Financial Officer
       Qifu Technology, Inc.
       7/F Lujiazui Finance Plaza
       No. 1217 Dongfang Road
       Pudong New Area , Shanghai 200122
       People   s Republic of China

                                                        Re: Qifu Technology,
                                                            Form 20-F for the
Year Ended 2022
                                                            Filed April 27,
                                                            File No. 001-38752

       Dear Alex Xu:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Year Ended 2022

       Introduction, page 1

   1.                                                   In future filings,
please revise your definition of "China" or "PRC" to remove the
                                                        exclusion of Hong Kong
and Macau from this definition. The definition may clarify that
                                                        the only time that
"China" or the "PRC" does not include Hong Kong or Macau is when
                                                        you are referencing
specific laws and regulations adopted by the PRC. If it does, please
                                                        revise your disclosure
to discuss any commensurate laws or regulations in Hong Kong, if
                                                        applicable, and any
risks and consequences to the company associated with those
                                                        regulations. Please
also disclose in the definition section that the same legal and
                                                        operational risks
associated with operations in China may also apply to operations in
                                                        Hong Kong. Please
confirm your understanding and include your proposed disclosure in
                                                        your response letter.
 Alex Xu
FirstName LastNameAlex   Xu
Qifu Technology, Inc.
Comapany 18,
September NameQifu
              2023 Technology, Inc.
Page 2    18, 2023 Page 2
FirstName LastName
Risk Factors
Our business is subject to complex and evolving PRC laws regarding data privacy
cybersecurity, page 25

2.       In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China (CAC) over data security, particularly for companies seeking to
list on a foreign
         exchange, in future filings, please revise your disclosure to explain
how this oversight
         impacts your business and to what extent you believe that you are
compliant with the
         regulations or policies that have been issued by the CAC to date.
Please provide us your
         proposed disclosure in your response letter.
The PRC government's significant oversight and discretion over our business,
page 53

3.       Given the significant oversight and discretion of the government of
the People   s Republic
         of China (PRC) over the operations of your business, in future filings
please describe any
         material impact that intervention or control by the PRC government has
or may have on
         your business or on the value of your securities. We remind you that,
pursuant to federal
         securities rules, the term    control    (including the terms
controlling,       controlled by,    and
            under common control with   ) means    the possession, direct or
indirect, of the power to
         direct or cause the direction of the management and policies of a
person, whether through
         the ownership of voting securities, by contract, or otherwise." Please
include your
         proposed disclosure in your response letter.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 178

4.       We note your statement that you reviewed the Company   s register of
members and public
         filings with shareholders in connection with your required submission
under paragraph
         (a). Please supplementally describe any additional materials that were
reviewed and tell
         us whether you relied upon any legal opinions or third party
certifications such as
         affidavits as the basis for your submission. In your response, please
provide a similarly
         detailed discussion of the materials reviewed and legal opinions or
third party
         certifications relied upon in connection with the required disclosures
under paragraphs
         (b)(2) and (3).
5.       In order to clarify the scope of your review, please supplementally
describe the steps you
         have taken to confirm that none of the members of your board or the
boards of your
         consolidated foreign operating entities are officials of the Chinese
Communist Party. For
         instance, please tell us how the board members    current or prior
memberships on, or
         affiliations with, committees of the Chinese Communist Party factored
into your
         determination. In addition, please tell us whether you have relied
upon third party
         certifications such as affidavits as the basis for your disclosure.
6.       We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and
(b)(5) are provided
         for    Qifu Technology, Inc. or the VIEs.    We also note that your
disclosures on Exhibit
         8.1 that indicate that you have consolidated foreign operating
entities that are not included
 Alex Xu
Qifu Technology, Inc.
September 18, 2023
Page 3
         in your VIEs. Please note that Item 16I(b) requires that you provide
disclosures for
         yourself and your consolidated foreign operating entities, including
variable interest
         entities or similar structures.
             With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
              consolidated foreign operating entities are organized or
incorporated and confirm, if
              true, that you have disclosed the percentage of your shares or
the shares of your
              consolidated operating entities owned by governmental entities in
each foreign
              jurisdiction in which you have consolidated operating entities.
Alternatively, provide
              this information in your supplemental response.
             With respect to (b)(3) and (b)(5), please provide the information
required by (b)(3)
              and (b)(5) for you and all of your consolidated foreign operating
entities in your
              supplemental response.
7.       With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
         language that such disclosure is    to our knowledge   . Please
supplementally confirm
         without qualification, if true, that your articles and the articles of
your consolidated
         foreign operating entities do not contain wording from any charter of
the Chinese
         Communist Party.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Michael Henderson at 202-551-3364 or Lory Empie at
202-551-3714 if
you have questions regarding comments on the financial statements and related
matters. Contact
Jimmy McNamara at 202-551-7349 or Andrew Mew at 202-551-3377 if you have any
about comments related to your status as a Commission-Identified Issuer during
your most
recently completed fiscal year. Please contact John Stickel at 202-551-3324 or
Susan Block at
202-551-3210 with any other questions.

FirstName LastNameAlex Xu                                     Sincerely,
Comapany NameQifu Technology, Inc.
                                                              Division of
Corporation Finance
September 18, 2023 Page 3                                     Office of Finance
FirstName LastName