SecProbe.io

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, Inc.
Form 20-F for the Year Ended 2022
Filed April 27, 2023
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
disclosure.
            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.

 FirstName LastNameAlex Xu
 Comapany NameQifu Technology, Inc.
 September 18, 2023 Page 2
 FirstName LastNameAlex Xu
Qifu Technology, Inc.
September 18, 2023
Page 2
Risk Factors
Our business is subject to complex and evolving PRC laws regarding data privacy and
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

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