0001768375-24-000004.txt : 20240214 0001768375-24-000004.hdr.sgml : 20240214 20240214085328 ACCESSION NUMBER: 0001768375-24-000004 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Qifu Technology, Inc. CENTRAL INDEX KEY: 0001741530 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90868 FILM NUMBER: 24632707 BUSINESS ADDRESS: STREET 1: 7/F LUJIAZUI FINANCE PLAZA STREET 2: NO. 1217 DONGFANG ROAD CITY: PUDONG NEW AREA, SHANGHAI STATE: F4 ZIP: 200122 BUSINESS PHONE: 862161516360 MAIL ADDRESS: STREET 1: 7/F LUJIAZUI FINANCE PLAZA STREET 2: NO. 1217 DONGFANG ROAD CITY: PUDONG NEW AREA, SHANGHAI STATE: F4 ZIP: 200122 FORMER COMPANY: FORMER CONFORMED NAME: 360 DigiTech, Inc. DATE OF NAME CHANGE: 20200915 FORMER COMPANY: FORMER CONFORMED NAME: 360 Finance, Inc. DATE OF NAME CHANGE: 20180522 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aspex Management (HK) Ltd CENTRAL INDEX KEY: 0001768375 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 16TH FLOOR, ST. GEORGE'S BUILDING STREET 2: 2 ICE HOUSE STREET CITY: CENTRAL STATE: K3 ZIP: NA BUSINESS PHONE: 852-34684160 MAIL ADDRESS: STREET 1: 16TH FLOOR, ST. GEORGE'S BUILDING STREET 2: 2 ICE HOUSE STREET CITY: CENTRAL STATE: K3 ZIP: NA SC 13G 1 qfintesting2.htm Schedule 13G
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. _)*

360 DigiTech, Inc.

(Name of Issuer)

Common Stock, $0.00001 par value

(Title of Class of Securities)

88557W101

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 88557W101  

   13G   Page 2 of 6 Pages
     
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Aspex Management (HK) Ltd

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Hong Kong

 

 

 

  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
21,913,352(1)
  7.  

SOLE DISPOSITIVE POWER

 

0

  8.   SHARED DISPOSITIVE POWER
 
21,913,352(1)
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,913,352(1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.8%(2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO, HC		    
 
(1) These 21,913,352 Class A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”) of 360 DigiTech, Inc (the “Issuer”) are represented by 10,956,676 American Depositary Shares (“ADSs”), each ADS representing two (2) Ordinary Shares.
(2) Based on 321,803,018 Ordinary Shares outstanding as of 09 December 2022, according to the Hong Kong Exchange filed by the Issuer.
 
CUSIP No. 88557W101   13G   Page 3 of 6 Pages

 

1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Aspex Master Fund

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.  

CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands

 

 

 

 

  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
21,913,352(1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
21,913,352(1)
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,913,352(1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.8%(2)		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO, HC
 
 
(1) These 21,913,352 Class A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”) of 360 DigiTech, Inc (the “Issuer”) are represented by 10,956,676 American Depositary Shares (“ADSs”), each ADS representing two (2) Ordinary Shares.
(2) Based on 321,803,018 Ordinary Shares outstanding as of 09 December 2022, according to the Hong Kong Exchange filed by the Issuer..
 
CUSIP No. 88557W101   13G   Page 4 of 6 Pages
     
1.  

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Li, Ho Kei

 

    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ¨
(b)    x		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Hong Kong

 

 

 

  
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   5.  

SOLE VOTING POWER

 

0

  6.   SHARED VOTING POWER
 
21,913,352(1)
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
21,913,352(1)
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

21,913,352(1)		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.8%(2)		    
12.  

TYPE OF REPORTING PERSON (see instructions)

 
IN, HC

 

 
(1) These 21,913,352 Class A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”) of 360 DigiTech, Inc (the “Issuer”) are represented by 10,956,676 American Depositary Shares (“ADSs”), each ADS representing two (2) Ordinary Shares.
(2) Based on 321,803,018 Ordinary Shares outstanding as of 09 December 2022, according to the Hong Kong Exchange filed by the Issuer.
 

CUSIP No. 88557W101

 

 

   13G   Page 5 of 6 Pages
     

Item 1.

  (a) Name of Issuer
360 DigiTech, Inc.
 
  (b)

Address of Issuer’s Principal Executive Offices
7/F Lujiazui Finance Plaza

No. 1217 Dongfang Road

Pudong New Area, Shanghai 200122

People’s Republic of China
 

Item 2.

  (a) - (c)

Name, Principal Business Address, and Citizenship of Persons Filing:


Aspex Management (HK) Ltd - Hong Kong

Aspex Master Fund - Cayman Islands

Li, Ho Kei - Hong Kong
 
 

Aspex Master Fund, Aspex Management (HK) Ltd and Li, Ho Kei


16th Floor, St. George’s Building

2 Ice House Street,

Hong Kong
 
 
  (d)

Title of Class of Securities

 
Common Stock, $0.00001 par value
 
  (e)

CUSIP Number

 
88557W101

 

(There is no CUSIP number assigned to the Class A ordinary shares. CUSIP number 88557W101 has been assigned to the American Depositary Shares of the Issuer, each American Depositary Share representing two (2) Class A ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “QFIN”.)

 
 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  Not applicable    

 

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

  (a)  

Amount beneficially owned:  

 

Aspex Management (HK) Ltd - 21,913,352

Aspex Master Fund - 21,913,352

Li, Ho Kei - 21,913,352

 
 
  (b)  

Percent of class:  

 

Aspex Management (HK) Ltd - 6.8%

Aspex Master Fund - 6.8%

Li, Ho Kei - 6.8%

 
 
  (c)   Number of shares as to which the person has:  
 
      (i)

Sole power to vote or to direct the vote  

 

Aspex Management (HK) Ltd - 0.

Aspex Master Fund - 0

Li, Ho Kei - 0

 
 
      (ii)

Shared power to vote or to direct the vote  

 

Aspex Management (HK) Ltd - 21,913,352

Aspex Master Fund - 21,913,352

Li, Ho Kei - 21,913,352

 
 
      (iii)

Sole power to dispose or to direct the disposition of  

 

Aspex Management (HK) Ltd - 0

Aspex Master Fund - 0

Li, Ho Kei - 0

 
 
      (iv)

Shared power to dispose or to direct the disposition of  

 

Aspex Management (HK) Ltd - 21,913,352

Aspex Master Fund - 21,913,352

Li, Ho Kei - 21,913,352

 
 

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ¨.

NA 
 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

NA

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

NA

 

Item 8.  Identification and Classification of Members of the Group.

NA

 

Item 9.  Notice of Dissolution of Group.

NA

 

Item 10.  Certification.

 
 
 
     
 
  (a)   The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
 
      By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
 
 
       
     

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 9, 2023

Date

Aspex Management (HK) Ltd

 

 

 

Signature

 

Responsible Party

Name/Title

Aspex Master Fund

 

 

 

Signature

 

Responsible Party

Name/Title

 

Li, Ho Kei

 

 

 

Signature