Amended Statement of Ownership (sc 13g/a)
February 10 2021 - 04:17PM
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
Eoraptor 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
15,447,632
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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
15,447,632
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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
15,447,632
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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
5.1%
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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 Zhanwang 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
15,447,632 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
15,447,632 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
15,447,632 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
5.1%. See item 4.
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12
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Type of Reporting
Person
CO
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1
Represents (i) 10,890,022 class A ordinary shares and
(ii) 4,557,610 class A ordinary shares in the form of ADS
directly held by Eoraptor Technology Limited, a company
incorporated in the British Virgin Islands. Eoraptor Technology
Limited is wholly owned by Zhuhai Qixin Zhanwang 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) Eoraptor Technology Limited; and
(ii) Zhuhai Qixin
Zhanwang 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 Eoraptor
Technology Limited
Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town,
Tortola, British Virgin Islands.
For Zhuhai Qixin
Zhanwang Information Technology Co., Ltd.
Room
103-20, Building A, Dong’ao Cultural Center Building, Wanshan Town,
Zhuhai
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Item 2(c)
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Citizenship:
Eoraptor Technology Limited - British Virgin Islands
Zhuhai Qixin Zhanwang
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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Eoraptor Technology Limited
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15,447,632
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5.1
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%
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1.5
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%
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15,447,632
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0
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15,447,632
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0
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Zhuhai Qixin Zhanwang Information Technology
Co., Ltd.
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15,447,632
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5.1
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%
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1.5
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%
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15,447,632
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0
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15,447,632
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0
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4
As of December 31,
2020, (i) 10,890,022 class A ordinary shares and
(ii) 4,557,610 class A ordinary shares in the form of ADS were
directly held by Eoraptor Technology Limited, a company
incorporated in the British Virgin Islands. Eoraptor Technology
Limited is wholly owned by Zhuhai Qixin Zhanwang 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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Not
applicable
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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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Eoraptor Technology
Limited
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By:
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/s/ Zheng
Qingsheng
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Name:
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Zheng
Qingsheng
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Title:
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Director
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Zhuhai
Qixin Zhanwang Information Technology Co., Ltd.
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By:
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/s/ Zheng
Qingsheng
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Name:
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Zheng
Qingsheng
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Title:
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Executive
Director
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7
