Amended Statement of Ownership (sc 13g/a)
February 10 2021 - 4:10PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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.
** CUSIP number 88557W 101 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Select Market under the symbol “QFIN.” Each ADS represent two class A ordinary shares of the issuer. No CUSIP number has been assigned to the class A ordinary shares of the issuer.
The information required in 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).
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1
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Name of Reporting Person
Capricornus Technology Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
11,312,924
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
11,312,924
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,312,924
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11
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Percent of Class Represented by Amount in Row 9
3.7%
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12
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Type of Reporting Person
CO
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2
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1
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Name of Reporting Person
Zhuhai Qixin Yihao Information Technology Co., Ltd.
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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o
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(b)
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o
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
11,312,924 1
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
11,312,924 1
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
11,312,924 1
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11
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Percent of Class Represented by Amount in Row 9
3.7%. See item 4.
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12
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Type of Reporting Person
CO
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1 Represents (i) 6,490,756 class A ordinary shares and (ii) 4,822,168 class A ordinary shares in the form of ADS directly held by Capricornus Technology Limited, a company incorporated in the British Virgin Islands. Capricornus Technology Limited is wholly owned by Zhuhai Qixin Yihao Information Technology Co., Ltd.
3
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Item 1(a).
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Name of Issuer:
360 DigiTech, Inc. (the “Issuer”)
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Item 1(b).
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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
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Item 2(a).
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Name of Person Filing:
(i) Capricornus Technology Limited; and
(ii) Zhuhai Qixin Yihao Information Technology Co., Ltd. (collectively, the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
For Capricornus Technology Limited
Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands.
For Zhuhai Qixin Yihao Information Technology Co., Ltd.
Room 103-19, Building A, Dong’ao Cultural Center Building, Wanshan Town, Zhuhai
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Item 2(c)
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Citizenship:
Capricornus Technology Limited - British Virgin Islands
Zhuhai Qixin Yihao Information Technology Co., Ltd. - People’s Republic of China
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Item 2(d).
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Title of Class of Securities:
Class A ordinary shares, $0.00001 par value per share, of the Issuer
The Issuer’s ordinary shares consist of class A ordinary shares and class B ordinary shares. Each holder of class A ordinary shares is entitled to one vote per share and each holder of class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into class B ordinary shares under any circumstances.
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Item 2(e).
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CUSIP Number:
88557W 101
This CUSIP number applies to the American depositary shares of the Issuer. Each American depositary share represent two class A ordinary shares of the Issuer. No CUSIP number has been assigned to the class A ordinary shares of the Issuer.
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
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Not applicable
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Item 4.
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Ownership:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Percent of
aggregate
voting
power:
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Sole power to
vote or direct
the vote:
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Shared power
to vote or to
direct the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Capricornus Technology Limited
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11,312,924
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3.7
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%
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1.1
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%
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11,312,924
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0
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11,312,924
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0
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Zhuhai Qixin Yihao Information Technology Co., Ltd.
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11,312,924
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3.7
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%
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1.1
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%
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11,312,924
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0
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11,312,924
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0
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4
As of December 31, 2020, (i) 6,490,756 class A ordinary shares and (ii) 4,822,168 class A ordinary shares in the form of ADS were directly held by Capricornus Technology Limited, a company incorporated in the British Virgin Islands. Capricornus Technology Limited is wholly owned by Zhuhai Qixin Yihao Information Technology Co., Ltd.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 304,453,771 ordinary shares (being the sum of 264,633,185 class A ordinary shares and 39,820,586 class B ordinary shares, not including 5,379,264 class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise or vesting of equity incentive awards) of the Issuer outstanding as of December 31, 2020. Each holder of class A ordinary shares is entitled to one vote per share and each holder of class B ordinary shares is entitled to twenty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into class B ordinary shares under any circumstances.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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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 5 percent of the class of securities, check the following x.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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5
LIST OF EXHIBITS
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Exhibit No.
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Description
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A*
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Joint Filing Agreement by and between the Reporting Persons, dated February 13, 2019
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* Previously filed
6
SIGNATURE
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.
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Dated: February 10, 2021
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Capricornus Technology Limited
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By:
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/s/ Xiaosui Liu
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Name:
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Xiaosui Liu
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Title:
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Director
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Zhuhai Qixin Yihao Information Technology Co., Ltd.
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By:
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/s/ Xiaosui Liu
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Name:
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Xiaosui Liu
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Title:
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Executive Director
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7
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