SecProbe.io

December 11, 2018
Jun Xu
Chief Executive Officer and Director
360 Finance, Inc.
China Diamond Exchange Center, Building B
No. 555 Pudian Road, No. 1701 Century Avenue
Pudong New Area, Shanghai 200122
People's Republic of China
Re:360 Finance, Inc.
Amendment No. 2 to
Registration Statement on Form F-1
Filed December 6, 2018
Amendment No. 3 to
Registration Statement on Form F-1
Filed December 11, 2018
File No. 333-228020
Dear Mr. Xu:
            We have reviewed your amended registration statement 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 disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-1 filed December 6, 2018
Cover Page
1.We note that you recently received indications of interest to purchase a significant number
of ADSs in this offering from at least three different individuals, including the chair of
your board of directors, Mr. Zhou.  Accordingly, please:

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 December 11, 2018 Page 2
 FirstName LastNameJun Xu
360 Finance, Inc.
December 11, 2018
Page 2
•Disclose whether the two other investors referenced are third parties or your affiliates
and, as applicable, identify any affiliated individuals and disclose the material terms of
your relationships.

•Clarify whether these two investors are acting independently or in concert, as well as
the specific amount or percentage that each investors actually indicated interest in
purchasing.  In this regard we note that these two investors may subscribe for "more
than 5% of the offering" or "up to US $20 million" which would be approximately
36.9% of your offering at the midpoint of the range.
Risk Factors
Risks Related to Our Business and Industry
If we fail to maintain collaboration..., page 31
2.We note your revised disclosure of regulations drafted to restrict regional banks from
lending to online consumer finance platforms such as yourself, and that regional banks
"are an important category of [y]our funding partners."  Please revise your disclosure to
elaborate on the likely impact that this regulation would have on your specific business
operations.  For example, please quantify the amount of your funding that came from
regional banks as of a recent period, as opposed to national banks or other financial
institutions that may not be subject to this regulation.
Amendment No. 3 to Registration Statement on Form F-1 filed December 11, 2018
Item 7. Recent Sales of Unregistered Securities, page II-2
3.We note you issued options to purchase Class A shares of stock to certain directors,
officers, and employees on November 20, 2018.  Please address the items below.

•Revise your disclosure here, and on page F-66 (Note 13 – Subsequent events), to
disclose the fair value of the options issued and the aggregate compensation expense to
be recorded.

•Provide us with a reconciliation and qualitative discussion addressing the differences
between the fair value of the options issued to the $8.75 IPO price (midpoint of the
IPO range).

 FirstName LastNameJun Xu
 Comapany Name360 Finance, Inc.
 December 11, 2018 Page 3
 FirstName LastName
Jun Xu
360 Finance, Inc.
December 11, 2018
Page 3
            You may contact Lory Empie, Staff Accountant, at (202) 551-3714 or Cara Lubit, Staff
Accountant, at (202) 551-5909 if you have questions regarding comments on the financial
statements and related matters.  Please contact Christopher Dunham, Staff Attorney, at (202)
551- 3783 or Michael Clampitt, Senior Counsel, at (202) 551-3434 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services
cc:       Will H. Cai, Esq.