CORRESP Filing
Qfin Holdings, Inc.
Date: July 31, 2025 · CIK: 0001741530 · Accession: 0001104659-25-072417
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38752
Referenced dates: July 17, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Securities and Exchange Commission Re: Qfin Holdings, Inc. (the "Company") Form 20-F for the Year Ended December 31, 2024 Response dated July 11, 2025 File No. 001-38752
Dear Ms. Collins and Ms. Ebbertt:
This letter sets forth the Company's response to the comment contained in the letter dated July 17, 2025 from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") regarding the Company's Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on March 25, 2025 (the " 2024 Form 20-F ") and the Company's response dated July 11, 2025. The Staff's comment is repeated below in bold and is followed by the Company's response thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2024 Form 20-F.
Form 20-F for the year ended December, 31, 2024
Risk Factors
Changes in China's economic, political or social conditions or government policies could have a material adverse effect..., page 54
Qfin Holdings, Inc.
July 31 , 2025
Page 2
1. We note your response to prior comment 2. The proposed revisisons do not fully restore your disclosure to the disclosure as contained in the Form 20-F filed April 27, 2023. In future filings, please restore your disclosure to specifically include the risk that the PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, that investors face uncertainty from the PRC government, and that the Chinese government exercises significant control over the Chinese economy. Again, we refer you to the Division of Corporation Finance's Sample Letter to China Based Companies, issued December 2021 and July 2023.
The Staff's comment is duly noted. The Company respectfully submits to the Staff that in accordance with the Division of Corporate Finance's Sample Letter to China Based Companies, issued in December 2021 and July 2023:
· the risks that the Chinese government's significant oversight and discretion over the conduct of the Company's business have been prominently disclosed under the heading "Item 3. Key Information-Risk Factors-Risks Related to Doing Business in China-The PRC government's significant oversight and discretion over our business operation and any failure to comply with PRC laws and regulations could result in a material adverse change in our operations and the value of the ADSs." in the 2024 Form 20-F; and
· the risks that investments in the Company face uncertainty about potential future actions by the PRC government have been prominently disclosed under the heading "Item 3. Key Information-Risk Factors-Risks Related to Our Corporate Structure-If the PRC government deems that the contractual arrangements in relation to the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations." in the 2024 Form 20-F.
Considering the existing disclosure in the 2024 Form 20-F, and in order to streamline the risk factor discussion by emphasizing different aspects under separate headings and avoiding unnecessary repetition , in response to the Staff's comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the 2024 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined, and incremental changes in response to the Staff's latest follow-up comment shown in strike-through for deletions or double underlines for additions), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed.
Page 54
Changes in China's economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.
Substantially all of our operations are located in mainland China. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.
Qfin Holdings, Inc.
July 31 , 2025
Page 3
The Chinese economy differs from the economies of other countries in many respects, including, but not limited to the extent of government involvement, stage of development, growth rate, foreign exchange controls and strategic allocation of resources. While the Chinese government continues to advance market-oriented reforms, the authorities also maintain an active role through government investment and policy guidance. State-owned enterprises continue to operate in key sectors of the economy. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The regulatory environment in China is subject to change, and companies operating in China, including ours, may be affected by evolving government policies and regulations. As a result, investors of our Company may face uncertainties related to the regulatory landscape and economic policies in China. The Chinese government also exercises influence directs over China's economic growth through guiding resources allocation, regulating payment of foreign currency-denominated obligations, setting monetary policy, and providing targeted support to certain industries.
While the Chinese economy has experienced significant growth over the past decades, there can be no assurance that the growth would be maintained or equitable across sectors. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may not have the same effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations.
* * *
If you have any additional questions or comments regarding the 2024 Form 20-F, please contact the Company's U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740-4835 or via e-mail at haiping.li@skadden.com or the Chief Financial Officer of the Company, Alex Xu, via e-mail at ir@qfin.com.
Very truly yours,
/s/ Alex Xu
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CORRESP 1 filename1.htm Qfin Holdings, Inc. 7/F Lujiazui Finance Plaza No. 1217 Dongfang Road Pudong New Area, Shanghai 200122 People's Republic of China July 31, 2025 VIA EDGAR Ms. Kathleen Collins Ms. Brittany Ebbertt Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Qfin Holdings, Inc. (the "Company") Form 20-F for the Year Ended December 31, 2024 Response dated July 11, 2025 File No. 001-38752 Dear Ms. Collins and Ms. Ebbertt: This letter sets forth the Company's response to the comment contained in the letter dated July 17, 2025 from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") regarding the Company's Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on March 25, 2025 (the " 2024 Form 20-F ") and the Company's response dated July 11, 2025. The Staff's comment is repeated below in bold and is followed by the Company's response thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2024 Form 20-F. Form 20-F for the year ended December, 31, 2024 Risk Factors Changes in China's economic, political or social conditions or government policies could have a material adverse effect..., page 54 Qfin Holdings, Inc. July 31 , 2025 Page 2 1. We note your response to prior comment 2. The proposed revisisons do not fully restore your disclosure to the disclosure as contained in the Form 20-F filed April 27, 2023. In future filings, please restore your disclosure to specifically include the risk that the PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, that investors face uncertainty from the PRC government, and that the Chinese government exercises significant control over the Chinese economy. Again, we refer you to the Division of Corporation Finance's Sample Letter to China Based Companies, issued December 2021 and July 2023. The Staff's comment is duly noted. The Company respectfully submits to the Staff that in accordance with the Division of Corporate Finance's Sample Letter to China Based Companies, issued in December 2021 and July 2023: · the risks that the Chinese government's significant oversight and discretion over the conduct of the Company's business have been prominently disclosed under the heading "Item 3. Key Information-Risk Factors-Risks Related to Doing Business in China-The PRC government's significant oversight and discretion over our business operation and any failure to comply with PRC laws and regulations could result in a material adverse change in our operations and the value of the ADSs." in the 2024 Form 20-F; and · the risks that investments in the Company face uncertainty about potential future actions by the PRC government have been prominently disclosed under the heading "Item 3. Key Information-Risk Factors-Risks Related to Our Corporate Structure-If the PRC government deems that the contractual arrangements in relation to the VIEs do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations." in the 2024 Form 20-F. Considering the existing disclosure in the 2024 Form 20-F, and in order to streamline the risk factor discussion by emphasizing different aspects under separate headings and avoiding unnecessary repetition , in response to the Staff's comment, the Company respectfully proposes to revise the referenced disclosure as follows (page reference is made to the 2024 Form 20-F to illustrate the approximate location of the disclosure) in its future Form 20-F filings (with deletions shown as strike-through and additions underlined, and incremental changes in response to the Staff's latest follow-up comment shown in strike-through for deletions or double underlines for additions), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. Page 54 Changes in China's economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations. Substantially all of our operations are located in mainland China. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole. Qfin Holdings, Inc. July 31 , 2025 Page 3 The Chinese economy differs from the economies of other countries in many respects, including, but not limited to the extent of government involvement, stage of development, growth rate, foreign exchange controls and strategic allocation of resources. While the Chinese government continues to advance market-oriented reforms, the authorities also maintain an active role through government investment and policy guidance. State-owned enterprises continue to operate in key sectors of the economy. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The regulatory environment in China is subject to change, and companies operating in China, including ours, may be affected by evolving government policies and regulations. As a result, investors of our Company may face uncertainties related to the regulatory landscape and economic policies in China. The Chinese government also exercises influence directs over China's economic growth through guiding resources allocation, regulating payment of foreign currency-denominated obligations, setting monetary policy, and providing targeted support to certain industries. While the Chinese economy has experienced significant growth over the past decades, there can be no assurance that the growth would be maintained or equitable across sectors. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may not have the same effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. * * * If you have any additional questions or comments regarding the 2024 Form 20-F, please contact the Company's U.S. counsel, Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740-4835 or via e-mail at haiping.li@skadden.com or the Chief Financial Officer of the Company, Alex Xu, via e-mail at ir@qfin.com. Very truly yours, /s/ Alex Xu Alex Xu Chief Financial Officer cc: Haisheng Wu, Chief Executive Officer and Director, Qfin Holdings, Inc. Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP